For the Fiscal Year Ended March 31, 2014
ANNUAL REPORT 2014
TOMONY Holdings, Inc. Corporate Message On behalf of TOMONY Holdings, Group (the “Group”), we would like to express our sincere gratitude to everyone for your support. TOMONY Holdings, Inc. (the “Company”) was established in April 2010 as a financial holding company of the Tokushima Bank, Ltd. and the Kagawa Bank, Ltd., and has been in the second phase of its management plan since April 2013. In this phase of the plan, the Company, building on the concepts of the plan’s first phase, engages in initiatives such as “regional expansion,” “enhancement of internal controls,” and “cost reductions,” and focuses on compliance with Basel III and financing to small and medium-sized enterprises in light of accommodating to the expiration of the SME Financing Facilitation Act. In March 2014, operations of the “new system for branch offices” started at all branches of the Tokushima Bank, Ltd. and the Kagawa Bank, Ltd. With the new common system between two banks, not only development and operational costs can be reduced but also further expedited and efficient administrative processes can be expected. In addition, we believe that unified operational rules for both banks will expand personnel exchanges and make internal audits more efficient, which should serve for the improvement in our customer services. In accordance with the Group management vision, each Group company moving forward will answer to the needs of its regional customers by producing visible results based on the demonstration of corporate governance and the execution of relevant strategies. We will then aim to become a financial group with a strong presence and become capable of growing with regional customers. We ask for your continued and undying support for the year ahead and beyond.
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1. Summary of Selected Financial Data (Consolidated)
Consolidated ordinary income
3rd fiscal year
4th fiscal year
As of March 31, 2013 and
As of March 31, 2014 and
from April 1, 2012
from April 1, 2013
to March 31, 2013
to March 31, 2014
(Millions of yen)
62,645
65,359
(Millions of yen)
9,607
14,439
(Millions of yen)
5,572
7,849
(Millions of yen)
20,398
7,338
(Millions of yen)
156,495
163,192
(Millions of yen)
2,742,006
2,827,191
(Yen)
1,038.86
1,076.83
(Yen)
36.90
52.78
(Yen)
36.71
52.31
(%)
5.62
5.67
(%)
3.83
4.98
(Times)
11.08
8.12
Net cash provided by (used in) operating activities
18,143
203,842
Net cash provided by (used in) investing activities
(45,686)
(102,350)
Net cash provided by (used in) financing activities
(2,511)
(1,023)
Consolidated ordinary profit Consolidated net income
Consolidated comprehensive income Consolidated net assets Consolidated total assets Net assets per share Net income per share Diluted net income per share Capital adequacy ratio
Consolidated return on equity (ROE) Consolidated price earnings ratio (PER)
(Millions of yen)
(Millions of yen)
(Millions of yen)
Cash and cash equivalents at end of period
58,099
(Millions of yen)
Number of employees [Separately, average number of temporary employees] Notes: 1.
2,335 [195]
(Persons)
158,581 2,100 [357]
Consumption tax and local consumption tax of the Company and its consolidated subsidiaries are accounted for based on the tax exclusion method. 2. The “Accounting Standard for Earnings Per Share” (ASBJ Statement No. 2) and the “Guidance on Accounting Standard for Earnings Per Share” (ASBJ Guidance No. 4) are applied for calculations of net assets per share, net income per share, and diluted net income per share. 3. The consolidated capital adequacy ratio is calculated by dividing “(total net assets at end of period – subscription rights to shares at end of period – minority interests at end of period)” by “total assets at end of period.”
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2. Financial Statements [TOMONY Holdings, Inc.] (1) Consolidated Balance Sheet (Millions of yen)
(Thousands of U.S. dollars) As of March 31, 2014
As of March 31, 2013
As of March 31, 2014
65,414 151,000 15,000 124 336 4,459 628,546 1,837,424 3,653 7,735 16,363 25,499 7,923 15,784 148 256 1,386 134 5 15 113 – 2,521 8,795 (25,001)
161,482 15,000 – 200 4,453 739,967 1,866,100 4,663 8,282 15,298 27,662 7,715 15,777 829 1,447 1,894 140 2 23 113 1,102 1,279 7,226 (25,668)
1,569,005 – 145,744 – 1,943 43,266 7,189,729 18,131,558 45,307 80,470 148,639 268,771 74,961 153,293 8,054 14,059 18,402 1,360 19 223 1,097 10,707 12,427 70,209 (249,397)
2,742,006
2,827,191
27,469,792
2,493,537 44,038 23,192 13 11,548 284 68 1,384 – 7 375 283 895 1,084 8,795
2,559,512 44,243 20,440 25 27,810 304 71 – 864 – 402 297 1,712 1,084 7,226
24,868,946 429,877 198,600 242 270,209 2,953 689 – 8,394 – 3,905 2,885 16,634 10,532 70,209
2,585,510
2,663,999
25,884,172
Assets Cash and due from banks Call loans and bills bought Receivables under resale agreements Monetary claims bought Trading account securities Money held in trust Securities Loans and bills discounted Foreign exchanges Lease receivables and investment assets Other assets Tangible fixed assets Buildings, net Land Lease assets, net Construction in progress Other tangible fixed assets Intangible fixed assets Software Lease assets Other intangible fixed assets Net defined benefit asset Deferred tax assets Customers’ liabilities for acceptances and guarantees Allowance for loan losses Total assets Liabilities Deposits Negotiable certificates of deposit Borrowed money Foreign exchanges Other liabilities Provision for bonuses Provision for directors’ bonuses Provision for retirement benefits Net defined benefit liability Provision for directors’ retirement benefits Provision for reimbursement of deposits Provision for contingent loss Deferred tax liabilities Deferred tax liabilities for land revaluation Acceptances and guarantees Total liabilities
-3-
–
(Millions of yen) As of March 31, 2013 Net assets Capital stock Capital surplus Retained earnings Treasury stock
25,000 21,887 91,606 (1,442)
Total shareholders’ equity
137,051
As of March 31, 2014 25,000 21,887 98,268 (1,192) 143,963
(Thousands of U.S. dollars) As of March 31, 2014 242,907 212,660 954,799 (11,581) 1,398,785
Valuation difference on available-for-sale securities Deferred gains or losses on hedges Revaluation reserve for land Remeasurements of defined benefit plans
15,621 (1) 1,463 –
14,979 (1) 1,462 117
145,540 (9) 14,205 1,136
Total accumulated other comprehensive income
17,083
16,557
160,872
307 2,052
488 2,182
4,741 21,200
Subscription rights to shares Minority interests Total net assets Total liabilities and net assets
-4-
156,495
163,192
1,585,619
2,742,006
2,827,191
27,469,792
(2) Consolidated Statement of Income and Consolidated Statement of Comprehensive Income Consolidated Statement of Income Fiscal year ended March 31, 2013
Fiscal year ended March 31, 2014
(Thousands of U.S. dollars) Fiscal year ended March 31, 2014
62,645 45,854 38,651 6,944 165 12 35 43 6,200 8,287 2,301 860 1,441 53,037 2,422 2,122 93 – 189 17 3,048 6,395 29,526 11,644 4,154 7,490
65,359 46,466 37,335 8,888 99 14 93 35 6,502 9,546 2,844 1,078 1,766 50,920 2,191 1,913 82 0 174 20 3,318 6,695 29,645 9,069 4,835 4,234
635,046 451,476 362,757 86,358 961 136 903 340 63,175 92,751 27,633 10,474 17,158 494,753 21,288 18,587 796 0 1,690 194 32,238 65,050 288,039 88,116 46,978 41,138
9,607
14,439
140,293
14 4 9 117 65 51
6 6 – 141 76 65
58 58 – 1,369 738 631
Income before income taxes and minority interests
9,504
14,304
138,981
Income taxes-current Income taxes-deferred
1,665 1,965
3,893 2,377
37,825 23,095
Total income taxes
3,631
6,270
60,921
Income before minority interests
5,872
8,033
78,050
300
184
1,787
5,572
7,849
76,263
(Millions of yen)
Ordinary income Interest income Interest on loans and discounts Interest and dividends on securities Interest on call loans and bills bought Interest on receivables under resale agreements Interest on deposits with banks Other interest income Fees and commissions Other ordinary income Other income Recoveries of written off claims Other Ordinary expenses Interest expenses Interest on deposits Interest on negotiable certificates of deposit Interest on call money and bills sold Interest on borrowings and rediscounts Other interest expenses Fees and commissions payments Other ordinary expenses General and administrative expenses Other expenses Provision of allowance for loan losses Other Ordinary profit Extraordinary income Gain on disposal of noncurrent assets Gain on change in equity Extraordinary loss Loss on disposal of noncurrent assets Impairment loss
Minority interests in income Net income
-5-
Consolidated Statement of Comprehensive Income Fiscal year ended March 31, 2013
Fiscal year ended March 31, 2014
(Thousands of U.S. dollars) Fiscal year ended March 31, 2014
Income before minority interests Other comprehensive income Valuation difference on available-for-sale securities Deferred gains or losses on hedges
5,872 14,525 14,525 (0)
8,033 (695) (695) (0)
78,050 (6,752) (6,752) (0)
Comprehensive income
20,398
7,338
71,298
20,017
7,206
70,015
380
131
1,272
(Millions of yen)
(Comprehensive income attributable to) Comprehensive income attributable to owners of the parent Comprehensive income attributable to minority interests
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(3) Consolidated Statement of Changes in Net Assets Fiscal year ended March 31, 2013 (Millions of yen)
Shareholders’ equity Capital stock Balance at the beginning of current period Changes of items during the period Dividends from surplus Net income Purchase of treasury stock Disposal of treasury stock Reversal of revaluation reserve for land Net changes of items other than shareholders’ equity Total changes of items during the period Balance at the end of current period
Balance at the beginning of current period Changes of items during the period Dividends from surplus Net income Purchase of treasury stock Disposal of treasury stock Reversal of revaluation reserve for land Net changes of items other than shareholders’ equity Total changes of items during the period Balance at the end of current period
25,000
Capital surplus 21,887
Retained earnings 87,245
Treasury stock (159)
(1,215)
5,572
5,572
(0)
117 3
25,000
Valuation difference on available-for -sale securities 1,176
(0) 21,887
133,973
(1,215) (1,400)
–
Total shareholders’ equity
(1,400) 117 3
4,360
(1,282)
3,077
91,606
(1,442)
137,051
Accumulated other comprehensive income Deferred gains or losses on hedges (0)
Revaluation reserve for land
Remeasure ments of defined benefit plans
1,466
–
Total accumulated other comprehensi ve income 2,642
Subscription rights to shares
173
Minority interests
1,683
Total net assets
138,472
(1,215) 5,572 (1,400) 117 3 14,445
(0)
(3)
–
14,441
134
369
14,945
14,445
(0)
(3)
–
14,441
134
369
18,022
15,621
(1)
–
17,083
307
2,052
156,495
1,463
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Fiscal year ended March 31, 2014 (Millions of yen)
Shareholders’ equity Capital stock Balance at the beginning of current period Changes of items during the period Dividends from surplus Net income Purchase of treasury stock Disposal of treasury stock Reversal of revaluation reserve for land Net changes of items other than shareholders’ equity Total changes of items during the period Balance at the end of current period
Balance at the beginning of current period Changes of items during the period Dividends from surplus Net income Purchase of treasury stock Disposal of treasury stock Reversal of revaluation reserve for land Net changes of items other than shareholders’ equity Total changes of items during the period Balance at the end of current period
25,000
Capital surplus 21,887
Retained earnings 91,606
Treasury stock (1,442)
(1,188)
Total shareholders’ equity 137,051
(1,188)
7,849
7,849 (0) 250
1
(0) 250 1
–
–
6,661
250
6,911
25,000
21,887
98,268
(1,192)
143,963
Valuation difference on available-for -sale securities 15,621
Accumulated other comprehensive income Deferred gains or losses on hedges (1)
Revaluation reserve for land
Remeasure ments of defined benefit plans
1,463
–
Total accumulated other comprehensi ve income 17,083
Subscription rights to shares
307
Minority interests
2,052
Total net assets
156,495
(1,188) 7,849 (0) 250 1 (642)
(0)
(1)
117
(525)
181
129
(642)
(0)
(1)
117
(525)
181
129
6,696
488
2,182
163,192
14,979
(1)
1,462
-8-
117
16,557
(215)
Fiscal year ended March 31, 2014
Capital stock Balance at the beginning of current period Changes of items during the period Dividends from surplus Net income Purchase of treasury stock Disposal of treasury stock Reversal of revaluation reserve for land Net changes of items other than shareholders’ equity Total changes of items during the period Balance at the end of current period
Balance at the beginning of current period Changes of items during the period Dividends from surplus Net income Purchase of treasury stock Disposal of treasury stock Reversal of revaluation reserve for land Net changes of items other than shareholders’ equity Total changes of items during the period Balance at the end of current period
242,907
(Thousands of U.S. dollars) Shareholders’ equity Total Capital Retained Treasury shareholders’ surplus earnings stock equity 212,660
890,069
(14,010)
(11,542)
(11,542)
76,263
76,263 (0) 2,429
9
– 242,907
Valuation difference on available-for -sale securities 151,778
– 212,660
1,331,626
(0) 2,429 9
64,720
2,429
67,149
954,799
(11,581)
1,398,785
Accumulated other comprehensive income Deferred gains or losses on hedges (9)
Revaluation reserve for land
Remeasure ments of defined benefit plans
14,214
–
Total accumulated other comprehensi ve income 165,983
Subscription rights to shares
2,982
Minority interests
19,937
Total net assets
1,520,549
(11,542) 76,263 (0) 2,429 9 (6,237)
(0)
(9)
1,136
(5,101)
1,758
1,253
(2,089)
(6,237)
(0)
(9)
1,136
(5,101)
1,758
1,253
65,060
4,741
21,200
1,585,619
145,540
(9)
14,205
-9-
1,136
160,872
(4) Consolidated Statement of Cash Flows (Millions of yen) Fiscal year ended March 31, 2013 Net cash provided by (used in) operating activities Income before income taxes and minority interests Depreciation and amortization Impairment loss Loss (gain) on change in equity Increase (decrease) in allowance for loan losses Increase (decrease) in provision for bonuses Increase (decrease) in provision for directors’ bonuses Increase (decrease) in provision for retirement benefits Increase (decrease) in net defined benefit asset Increase (decrease) in net defined benefit liability Increase (decrease) in provision for directors’ retirement benefits Increase (decrease) in provision for reimbursement of deposits Increase (decrease) in provision for contingent loss Gain on fund management Financing expenses Loss (gain) related to securities Loss (gain) on money held in trust Foreign exchange losses (gains) Loss (gain) on disposal of noncurrent assets Net decrease (increase) in loans and bills discounted Net increase (decrease) in deposit Net increase (decrease) in negotiable certificates of deposit Net increase (decrease) in borrowed money (excluding subordinated borrowings) Net decrease (increase) in deposit (excluding deposit paid to Bank of Japan) Net decrease (increase) in call loans Net decrease (increase) in foreign exchanges-assets Net increase (decrease) in foreign exchanges-liabilities Proceeds from fund management Payments for finance Net decrease (increase) in lease receivables and investment assets Other, net
14,304 1,107 65 – 666 19 2
138,981 10,755 631 – 6,471 184 19
(1,384)
(13,447)
(1,102) 864
(10,707) 8,394
(11)
(7)
(68)
98
27
262
9,504 1,123 51 (9) (1,481) (9) 2 (632) – –
8 (45,854) 2,422 1,890 (39) (6,113) 61 (30,297) 95,450 11,645
205
136 (451,476) 21,288 (18,966) 19 (54,935) 670 (278,614) 641,031 1,991
(2,752)
(26,739)
(2,482)
4,413
42,877
(26)
150,999 (1,010) 11
1,467,149 (9,813) 106
46,722 (3,761)
48,445 (2,261)
470,705 (21,968)
(216)
(547)
(5,314)
470
8,375
81,373
19,596
205,950
2,001,068
Income taxes paid
(1,453)
Net cash provided by (used in) operating activities
18,143
- 10 -
14 (46,466) 2,191 (1,952) 2 (5,654) 69 (28,675) 65,975
(1,699)
(57,999) 781
Subtotal
Fiscal year ended March 31, 2014
(Thousands of U.S. dollars) Fiscal year ended March 31, 2014
(2,107) 203,842
(20,472) 1,980,586
Fiscal year ended March 31, 2013
Fiscal year ended March 31, 2014
(Thousands of U.S. dollars) Fiscal year ended March 31, 2014
(186,782) 76,948 64,713 (772) 206
(277,477) 86,749 90,990 (2,670) 57
(2,696,045) 842,877 884,084 (25,942) 553
(45,686)
(102,350)
(994,461)
2,000 (2,000) (1,213) (1) (1,400) 110 (5)
1,000 (1,000) (1,186) (2) (0) 274 (108)
9,716 (9,716) (11,523) (19) (0) 2,662 (1,049)
(2,511)
(1,023)
(9,939)
(Millions of yen)
Net cash provided by (used in) investing activities Purchase of securities Proceeds from sales of securities Proceeds from redemption of securities Purchase of tangible fixed assets Proceeds from sales of tangible fixed assets Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities Proceeds from subordinated borrowings Repayments of subordinated borrowings Cash dividends paid Cash dividends paid to minority shareholders Purchase of treasury stock Disposal of treasury stock Repayments of lease obligations Net cash provided by (used in) financing activities Effect of exchange rate change on cash and cash equivalents
7
13
126 976,301
(30,046)
100,481
Cash and cash equivalents at beginning of period
88,145
58,099
564,506
Cash and cash equivalents at end of period
58,099
158,581
1,540,818
Net increase (decrease) in cash and cash equivalents
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[The Tokushima Bank, Ltd.] (1) Balance Sheets As of March 31, 2013
As of March 31, 2014
(Thousands of U.S. dollars) As of March 31, 2014
17,869 11,752 6,116 116,000 148 98 50 4,459 298,370 108,586 12,754 56,369 17,922 102,737 893,316 10,455 114,794 691,230 76,835 1,780 1,277 142 360 4,873 14 1,639 538 2,680 12,786 3,845 8,399 1 86 454 64 64 – 2,194 4,621 (13,351)
114,798 14,119 100,679 – 5 5 – 4,453 379,373 92,675 21,824 115,210 18,009 131,653 894,817 8,176 103,284 699,998 83,357 1,947 1,396 151 399 3,131 18 1,713 216 1,182 14,661 3,661 8,390 506 1,373 728 64 64 822 1,109 3,862 (13,277)
1,115,410 137,184 978,225 – 48 48 – 43,266 3,686,095 900,456 212,048 1,119,413 174,980 1,279,178 8,694,296 79,440 1,003,536 6,801,379 809,920 18,917 13,563 1,467 3,876 30,421 174 16,643 2,098 11,484 142,450 35,571 81,519 4,916 13,340 7,073 621 621 7,986 10,775 37,524 (129,003)
(Millions of yen)
Assets Cash and due from banks Cash Due from banks Call loans Trading account securities Trading government bonds Trading local government bonds Money held in trust Securities Government bonds Local government bonds Corporate bonds Stocks Other securities Loans and bills discounted Bills discounted Loans on bills Loans on deeds Overdrafts Foreign exchanges Due from foreign banks (our accounts) Foreign bills bought Foreign bills receivable Other assets Prepaid expenses Accrued income Derivatives other than for trading-assets Other Tangible fixed assets Buildings, net Land Lease assets, net Construction in progress Other tangible fixed assets Intangible fixed assets Other intangible fixed assets Prepaid pension cost Deferred tax assets Customers’ liabilities for acceptances and guarantees Allowance for loan losses Total assets
1,343,133
- 12 -
1,405,771
13,658,870
As of March 31, 2013
As of March 31, 2014
(Thousands of U.S. dollars) As of March 31, 2014
1,212,779 31,957 405,671 23,815 1,868 695,021 5,381 49,063 35,538 14,645 14,645 13 13 3,658 89 1,047 499 3 788 1 35 1,193 22 189 141 1,084 4,621
1,267,259 33,227 461,320 23,216 2,585 706,226 5,107 35,575 35,743 12,059 12,059 25 25 13,235 633 1,170 847 2 506 531 35 9,507 26 217 157 1,084 3,862
12,313,048 322,842 4,482,316 225,573 25,116 6,861,892 49,621 345,656 347,289 117,168 117,168 242 242 128,595 6,150 11,368 8,229 19 4,916 5,159 340 92,372 252 2,108 1,525 10,532 37,524
1,272,694
1,333,670
12,958,317
11,036 9,514 9,514 41,920 2,280 39,639 34,638 5,001
11,036 9,514 9,514 44,675 2,280 42,395 34,638 7,756
107,228 92,440 92,440 434,075 22,153 411,921 336,552 75,359
62,470
65,226
633,754
(Millions of yen)
Liabilities Deposits Current deposits Ordinary deposits Saving deposits Deposits at notice Time deposits Installment savings Other deposits Negotiable certificates of deposit Borrowed money Borrowings from other banks Foreign exchanges Foreign bills sold Other liabilities Income taxes payable Accrued expenses Unearned revenue Reserve for interest on installment savings Derivatives other than for trading-liabilities Lease obligations Asset retirement obligations Other Provision for directors’ bonuses Provision for reimbursement of deposits Provision for contingent loss Deferred tax liabilities for land revaluation Acceptances and guarantees Total liabilities Net assets Capital stock Capital surplus Legal capital surplus Retained earnings Legal retained earnings Other retained earnings General reserve Retained earnings brought forward Total shareholders’ equity Valuation difference on available-for-sale securities Deferred gains or losses on hedges Revaluation reserve for land
6,506 (1) 1,463
52,594 (9) 14,205
7,968
6,874
66,789
70,439
72,100
700,544
1,343,133
1,405,771
13,658,870
Total valuation and translation adjustments Total net assets Total liabilities and net assets
5,413 (1) 1,462
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(2) Statements of Income Fiscal year ended March 31, 2013
Fiscal year ended March 31, 2014
(Thousands of U.S. dollars) Fiscal year ended March 31, 2014
26,430 22,478 18,893 3,424 119 16 24 2,399
27,551 22,248 18,141 3,958 54 73 19 2,533
267,693 216,167 176,263 38,457 524 709 184 24,611
738
729
7,083
1,661 357 182 0 173 1,196 337 326 39 493 21,905 1,062 876 65 106 14 1,368
1,803 1,095 154 – 941 1,673 351 714 – 608 21,882 918 738 61 104 13 1,470
17,518 10,639 1,496 – 9,143 16,255 3,410 6,937 – 5,907 212,611 8,919 7,170 592 1,010 126 14,282
138
138
1,340
1,229 198 – 72 122 3 13,787 5,487 2,429 1,823 303
1,332 233 0 175 46 10 13,592 5,667 2,454 2,898 –
12,942 2,263 0 1,700 446 97 132,063 55,062 23,843 28,157 –
406
19
184
– 525
2 292
19 2,837
4,525
5,668
55,071
(Millions of yen)
Ordinary income Interest income Interest on loans and discounts Interest and dividends on securities Interest on call loans Interest on deposits with banks Other interest income Fees and commissions Fees and commissions on domestic and foreign exchanges Other fees and commissions Other ordinary income Gains on foreign exchange transactions Gain on trading account securities transactions Gains on sales of bonds Other income Recoveries of written off claims Gain on sales of stocks and other securities Gain on money held in trust Other Ordinary expenses Interest expenses Interest on deposits Interest on negotiable certificates of deposit Interest on borrowings and rediscounts Other interest expenses Fees and commissions payments Fees and commissions on domestic and foreign exchanges Other fees and commissions Other ordinary expenses Loss on trading account securities transactions Loss on sales of bonds Loss on devaluation of bonds Other General and administrative expenses Other expenses Provision of allowance for loan losses Written-off of loans Losses on sales of stocks and other securities Losses on devaluation of stocks and other securities Loss on money held in trust Other Ordinary profit
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Fiscal year ended March 31, 2013
Fiscal year ended March 31, 2014
(Thousands of U.S. dollars) Fiscal year ended March 31, 2014
– – 38 14 24
225 225 62 16 45
2,186 2,186 602 155 437
Income before income taxes
4,486
5,831
56,655
Income taxes-current Income taxes-deferred
126 2,086
822 1,637
7,986 15,905
Total income taxes
2,212
2,459
23,892
Net income
2,274
3,371
32,753
(Millions of yen)
Extraordinary income Gain on liquidation of subsidiaries Extraordinary loss Loss on disposal of noncurrent assets Impairment loss
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[The Kagawa Bank, Ltd.] (1) Balance Sheets As of March 31, 2013
As of March 31, 2014
(Thousands of U.S. dollars) As of March 31, 2014
47,362 13,001 34,360 35,000 15,000 124 187 187 328,460 103,140 14,274 109,903 19,312 81,829 952,576 14,446 61,745 825,829 50,554 1,873 1,768 104 2,798 16 1,640 0 1,140 24,118 4,058 18,846 143 170 900 108 61 46 – 319 4,174 (9,926)
46,529 15,295 31,233 – 15,000 – 195 195 358,891 116,479 16,815 124,317 21,810 79,469 979,316 12,329 61,475 853,433 52,077 2,715 2,586 128 2,436 19 1,535 6 875 24,334 4,035 18,843 290 73 1,090 56 9 46 158 – 3,364 (10,756)
452,089 148,610 303,468 – 145,744 – 1,894 1,894 3,487,087 1,131,743 163,379 1,207,899 211,912 772,143 9,515,312 119,792 597,308 8,292,197 505,994 26,379 25,126 1,243 23,668 184 14,914 58 8,501 236,436 39,205 183,083 2,817 709 10,590 544 87 446 1,535 – 32,685 (104,508)
(Millions of yen)
Assets Cash and due from banks Cash Due from banks Call loans Receivables under resale agreements Monetary claims bought Trading account securities Trading government bonds Securities Government bonds Local government bonds Corporate bonds Stocks Other securities Loans and bills discounted Bills discounted Loans on bills Loans on deeds Overdrafts Foreign exchanges Due from foreign banks (our accounts) Foreign bills receivable Other assets Prepaid expenses Accrued income Derivatives other than for trading-assets Other Tangible fixed assets Buildings, net Land Lease assets, net Construction in progress Other tangible fixed assets Intangible fixed assets Software Other intangible fixed assets Prepaid pension cost Deferred tax assets Customers’ liabilities for acceptances and guarantees Allowance for loan losses Total assets
1,402,177
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1,422,241
13,818,898
As of March 31, 2013
As of March 31, 2014
(Thousands of U.S. dollars) As of March 31, 2014
1,285,895 35,758 494,075 23,170 1,918 711,724 10,194 9,052 8,500 1,450 1,450 5,225 884 1,758 660 8 4 – 1,908 266 30 478 185 142 – 4,474 4,174
1,296,928 35,320 499,326 23,620 3,338 715,052 10,170 10,099 8,500 1,216 1,216 11,106 2,229 1,599 939 5 4 306 6,021 273 27 – 185 140 607 4,466 3,364
12,601,321 343,179 4,851,593 229,498 32,432 6,947,648 98,814 98,124 82,588 11,815 11,815 107,909 21,657 15,536 9,123 48 38 2,973 58,501 2,652 262 – 1,797 1,360 5,897 43,392 32,685
1,310,823
1,326,817
12,891,731
12,014 9,339 9,339 54,404 2,674 51,729 29 43,436 8,263
12,014 9,339 9,339 57,944 2,674 55,269 28 43,436 11,804
116,731 90,740 90,740 563,000 25,981 537,009 272 422,036 114,691
75,758
79,298
770,481
9,491 0 6,634
92,217 0 64,457 156,675
(Millions of yen)
Liabilities Deposits Current deposits Ordinary deposits Saving deposits Deposits at notice Time deposits Installment savings Other deposits Negotiable certificates of deposit Borrowed money Borrowings from other banks Other liabilities Income taxes payable Accrued expenses Unearned revenue Reserve for interest on installment savings Derivatives other than for trading-liabilities Lease obligations Other Provision for bonuses Provision for directors’ bonuses Provision for retirement benefits Provision for reimbursement of deposits Provision for contingent loss Deferred tax liabilities Deferred tax liabilities for land revaluation Acceptances and guarantees Total liabilities Net assets Capital stock Capital surplus Legal capital surplus Retained earnings Legal retained earnings Other retained earnings Reserve for reduction entry General reserve Retained earnings brought forward Total shareholders’ equity Valuation difference on available-for-sale securities Deferred gains or losses on hedges Revaluation reserve for land
8,951 (0) 6,644
Total valuation and translation adjustments
15,595
16,125
Total net assets
91,353
95,424
927,166
1,402,177
1,422,241
13,818,898
Total liabilities and net assets
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(2) Statements of Income Fiscal year ended March 31, 2013
Fiscal year ended March 31, 2014
(Thousands of U.S. dollars) Fiscal year ended March 31, 2014
28,216 23,128 19,762 3,271 46 12 19 16 3,167
29,815 23,822 19,210 4,520 44 14 20 12 3,296
289,691 231,461 186,649 43,917 427 136 194 116 32,024
951
945
9,181
2,216 1,002 140 291 –
2,351 1,368 120 361 254
22,842 13,291 1,165 3,507 2,467
354
192
1,865
216 917 516 37 363 23,105 1,280 1,246 27 – 5 0 1,856
439 1,328 724 151 451 21,994 1,202 1,175 20 0 3 3 1,949
4,265 12,903 7,034 1,467 4,382 213,699 11,678 11,416 194 0 29 29 18,937
170
171
1,661
1,685 303 1 56 41 203 15,205 4,459 1,567 2,074 426 5 385
1,778 338 2 104 – 231 15,240 3,263 2,315 725 22 1 196
17,275 3,284 19 1,010 – 2,244 148,076 31,704 22,493 7,044 213 9 1,904
5,110
7,820
75,981
(Millions of yen)
Ordinary income Interest income Interest on loans and discounts Interest and dividends on securities Interest on call loans Interest on receivables under resale agreements Interest on deposits with banks Other interest income Fees and commissions Fees and commissions on domestic and foreign exchanges Other fees and commissions Other ordinary income Gains on foreign exchange transactions Gains on sales of bonds Gains on redemption of bonds Income from derivatives other than for trading or hedging Other Other income Recoveries of written off claims Gain on sales of stocks and other securities Other Ordinary expenses Interest expenses Interest on deposits Interest on negotiable certificates of deposit Interest on call money Interest on borrowings and rediscounts Other interest expenses Fees and commissions payments Fees and commissions on domestic and foreign exchanges Other fees and commissions Other ordinary expenses Loss on trading account securities transactions Loss on sales of bonds Loss on redemption of bonds Other General and administrative expenses Other expenses Provision of allowance for loan losses Written-off of loans Losses on sales of stocks and other securities Losses on devaluation of stocks and other securities Other Ordinary profit
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(Millions of yen) Fiscal year ended March 31, 2013
Fiscal year ended March 31, 2014
(Thousands of U.S. dollars) Fiscal year ended March 31, 2014
3 3 79 51 28
6 6 83 61 22
58 58 806 592 213
Income before income taxes
5,034
7,743
75,233
Income taxes-current Income taxes-deferred
1,382 (65)
2,972 634
28,876 6,160
Total income taxes
1,316
3,607
35,046
Net income
3,717
4,135
40,176
Extraordinary income Gain on disposal of noncurrent assets Extraordinary loss Loss on disposal of noncurrent assets Impairment loss
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3. Company Information / Stock Information Company Information (as of March 31, 2014) Trade name: TOMONY Holdings, Inc. The Tokushima Bank, Ltd. Date of April 2010 March 1918 establishment: Listing date: April 2010 December 1990 to March 2010 Business year: From April 1 to March 31 From April 1 to March 31 Paid-in capital: ¥25,000 million ¥11,036 million Number of 2,100 (excluding contract 951 (excluding contract and employees and temporary employees) temporary employees) Head office: 7-1 Kamei-cho, 1-16 Tomidahama, Takamatsu-shi, Kagawa Tokushima-shi, Tokushima Telephone: +81-87-812-0102 +81-88-623-3111 Consolidated The Tokushima Bank, Ltd. Tokugin Business Service subsidiaries: The Kagawa Bank, Ltd. Co., Ltd. TOMONY System, Inc. TOMONY Card, Inc. Tokugin Business Service Tokugin Capital Co., Ltd. Co., Ltd. Kagawa Business Service Co., Ltd. TOMONY Lease, Inc. Kagawagin Computer Service Co., Ltd. TOMONY Card, Inc. Tokugin Capital Co., Ltd.
Directors and Corporate Auditors (as of July 1, 2014) Representative Director and Chairman Representative Director, President and CEO Managing Director Managing Director Managing Director Managing Director Director Director Director* Corporate Auditor (Standing)** Corporate Auditor** Corporate Auditor Corporate Auditor** * Outside Director ** Outside Corporate Auditor
Shinichi Kakiuchi Seiji Toyama Kuniaki Takahashi Koichi Yamakawa Shinichi Mori Yoshihumi Gamo Hiromi Yoshioka Masaharu Shimomura Toshiya Onishi Katsura Tada Satoru Inoue Tsutomu Manabe Noboru Ohira
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The Kagawa Bank, Ltd. February 1943 October 1988 to March 2010 From April 1 to March 31 ¥12,014 million 980 (excluding contract and temporary employees) 6-1 Kamei-cho, Takamatsu-shi, Kagawa +81-87-861-3121 TOMONY Lease, Inc. Kagawa Business Service Co., Ltd. Kagawagin Computer Service Co., Ltd.
Stock Information (as of March 31, 2014) Total number of authorized shares: Total number of shares issued: Number of shareholders: Major shareholders (Top 10)
476,000,000 shares 152,434,888 shares 10,028 Number of shares held (Thousands)
Share-holding ratio (%)
9,476
6.21
4,981
3.26
3,775
2.47
CBNY DFA INTL SMALL CAP VALUE PORTFOLIO (Standing proxy: Citibank Japan Ltd.)
3,318
2.17
Sompo Japan Insurance Inc. (Standing proxy: Trust & Custody Services Bank, Ltd.)
3,107
2.03
The Master Trust Bank of Japan, Ltd. (Employee Stock Ownership Plan ESOP Trust Account 75562)
2,914
1.91
2,858
1.87
2,556
1.67
2,556
1.67
2,014
1.32
37,560
24.64
Shareholder name Japan Trustee Services Bank, Ltd. (Trust Account) TOMONY Holdings Employee Shareholding Association Nichia Corporation
The Master Trust Bank of Japan, Ltd. (Trust Account) Nippon Meat Packers, Inc. Japan Trustee Services Bank, Ltd. (Trust Account 4) Tokio Marine & Nichido Fire Insurance Co., Ltd. Total Note:
The Master Trust Bank of Japan, Ltd. (Employee Stock Ownership Plan ESOP Trust Account 75562) is a trust that was established in conjunction with the adoption of the Employee Stock Ownership Plan ESOP Trust. Such shares are accounted for as treasury stock in both the consolidated financial statements and the non-consolidated financial statements.
* The financial statements in this Annual Report are stated in Japanese yen with amounts of less than one million yen omitted. As a result, the totals shown do not necessarily agree with the sums of the individual amounts. The translation of Japanese yen amounts into U.S. dollar amounts is included solely for the convenience of investors outside Japan. Such translation is carried out at the rate of ¥102.92 = U.S. $1, the approximate rate of exchange at March 31, 2014, and the resultant amounts are shown with amounts of less than 1,000 U.S. dollars omitted. * While every best effort has been made to provide a translation meeting the quality standards required of professionals, the Company does not guarantee it is 100% accurate. Therefore, please verify the original Japanese text for any final judgments made based on this information.
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