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EX-23.2 - EXHIBIT 23.2 - Aramarkex232dtconsent.htm
EX-23.1 - EXHIBIT 23.1 - Aramarkex231kpmgconsent.htm
EX-32.1 - EXHIBIT 32.1 - Aramarkex32110-k2015armk.htm
EX-31.2 - EXHIBIT 31.2 - Aramarkex31210-k2015armk.htm
EX-31.1 - EXHIBIT 31.1 - Aramarkex31110-k2015armk.htm
EX-12.1 - EXHIBIT 12.1 - Aramarkex1210-k2014aramarkratio.htm
EX-10.61 - EXHIBIT 10.61 - Aramarkex1061performancersaagree.htm
EX-10.63 - EXHIBIT 10.63 - Aramarkex1063rsuagreementtsrvesti.htm
EX-10.62 - EXHIBIT 10.62 - Aramarkex1062optionagreementtsrve.htm
EX-10.64 - EXHIBIT 10.64 - Aramarkex1064performancersatsrvest.htm
EX-21.1 - EXHIBIT 21.1 - Aramarkex2110-listofsubsidiariesofa.htm
10-K - 10-K - Aramarkfy2015aramark10-k.htm
EX-10.69 - EXHIBIT 10.69 - Aramarkex1069aircrafttimesharinga.htm


INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of
AIM SERVICES Co., Ltd.
Tokyo, Japan:

We have audited the accompanying consolidated financial statements of AIM SERVICES Co., Ltd. and its subsidiaries (the "Company"), which comprise the consolidated balance sheets as of March 31, 2015 and 2014, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended March 31, 2015, and the related notes to the consolidated financial statements (all expressed in Japanese yen).
Management's Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in Japan ("Japanese GAAP"); this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditors' Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of AIM SERVICES Co., Ltd. and its subsidiaries as of March 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended March 31, 2015 in accordance with Japanese GAAP.
Emphasis of Matter
Japanese GAAP varies in certain significant respects from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in Note 15 to the consolidated financial statements. Our opinion is not modified with respect to this matter.
Convenience Translations
Our audits also comprehended the translation of Japanese yen amounts into U.S. dollar amounts and, in our opinion, such translation has been made in conformity with the basis stated in Note 1 to the consolidated financial statements. Such U.S. dollar amounts are presented solely for the convenience of readers outside Japan.

/s/DELOITTE TOUCHE TOHMATSU LLC

Tokyo, Japan
June 30, 2015






AIM SERVICES Co., Ltd. and Subsidiaries

Consolidated Balance Sheets
March 31, 2015 and 2014
 
Thousands of Yen
 
Thousands of U.S. Dollars (Note 1)
 
2015
 
2014
 
2015
ASSETS
 
 
 
 
 
 
 
 
 
 
 
CURRENT ASSETS:
 
 
 
 
 
Cash and cash equivalents (Note 2.b)
¥
6,698,926

 
¥
7,090,200

 
$
55,824

Time Deposit
100,000

 
100,000

 
833

Receivables:
 
 
 
 
 
Trade notes
2,300

 
3,490

 
19

Trade accounts
15,647,190

 
14,432,939

 
130,393

Other
317,368

 
364,654

 
2,645

Inventories (Notes 2.c and 4)
1,926,467

 
1,907,259

 
16,054

Short-term loans
1,825

 
2,275

 
15

Deposit (Notes 2.b and 12)
4,500,000

 
5,250,000

 
37,500

Deferred tax assets (Notes 2.p and 7)
1,542,068

 
1,867,208

 
12,851

Prepaid expenses and other
569,158

 
518,700

 
4,743

Allowance for doubtful accounts
(4,910
)
 
(4,668
)
 
(41
)
Total current assets
31,300,392

 
31,532,057

 
260,836

 
 
 
 
 
 
PROPERTY, PLANT AND EQUIPMENT (Notes 2.f, 2.h, 2.m, 2.n, 8 and 9):
 
 
 
 
 
Land
213,239

 
213,238

 
1,777

Buildings and structures
1,332,410

 
1,258,555

 
11,103

Machinery and equipment
349,679

 
326,741

 
2,914

Furniture and fixtures
1,657,239

 
1,706,971

 
13,810

Lease assets
1,991,275

 
1,791,451

 
16,594

Total
5,543,842

 
5,296,956

 
46,198

Accumulated depreciation
(3,466,259
)
 
(3,110,669
)
 
(28,885
)
Net property, plant and equipment
2,077,583

 
2,186,287

 
17,313

 
 
 
 
 
 
INTANGIBLE ASSETS (Note 2.h):
 
 
 
 
 
Software (Note 2.g)
692,220

 
589,720

 
5,769

Goodwill (Note 2.a)
616,357

 
934,295

 
5,136

Other assets
41,044

 
47,128

 
342

Total intangible fixed assets
1,349,621

 
1,571,143

 
11,247

 
 
 
 
 
 
INVESTMENTS AND OTHER ASSETS:
 
 
 
 
 
Investment securities (Notes 2.d and 3)
1,081,669

 
841,751

 
9,014

Investment in an associated company (Note 2.e)
1,092,845

 
1,001,298

 
9,107

Golf membership (Note 2.i)
143,087

 
190,155

 
1,192

Lease deposits (Note 2.j)
941,652

 
921,493

 
7,847

Insurance deposits (Note 2.k)
327,873

 
311,986

 
2,732

Deferred tax assets (Notes 2.p and 7)
365,909

 
691,854

 
3,049

Other assets (Note 5)
165,927

 
247,520

 
1,383

Allowance for doubtful accounts
(10,075
)
 
(58,837
)
 
(84
)
Total investments and other assets
4,108,887

 
4,147,220

 
34,240

TOTAL
¥
38,836,483

 
¥
39,436,707

 
$
323,636

Continued on following page.





AIM SERVICES Co., Ltd. and Subsidiaries

Consolidated Balance Sheets
March 31, 2015 and 2014
 
Thousands of Yen
 
Thousands of
U.S. Dollars
(Note 1)
 
2015
 
2014
 
2015
LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
 
 
 
CURRENT LIABILITIES:
 
 
 
 
 
Payables:
 
 
 
 
 
Trade notes
¥
133,014

 
¥
162,880

 
$
1,108

Trade accounts (Note 12)
8,636,391

 
8,426,198

 
71,970

Other
168,464

 
167,014

 
1,404

Income tax payable
624,577

 
1,603,427

 
5,205

Consumption tax payable
3,135,610

 
783,006

 
26,130

Accrued bonuses to employees
3,502,444

 
3,926,631

 
29,187

Accrued bonuses to directors and corporate auditors
23,250

 
29,250

 
194

Other accrued expenses
7,423,833

 
6,777,089

 
61,865

Other current liabilities (Notes 2.m and 8)
1,682,736

 
1,144,098

 
14,023

Total current liabilities
25,330,319

 
23,019,593

 
211,086

 
 
 
 
 
 
LONG‑TERM LIABILITIES:
 
 
 
 
 
Liability for retirement benefits (Notes 2.l and 5)
1,238,771

 
1,784,428

 
10,323

Retirement benefits for directors and corporate auditors (Note 2.l)
64,788

 
61,358

 
540

Long-term lease obligations (Notes 2.m and 8)
605,297

 
699,597

 
5,044

Other long-term liabilities (Notes 2.n and 9)
268,603

 
272,450

 
2,238

Total long-term liabilities
2,177,459

 
2,817,833

 
18,145

CONTINGENT LIABILITIES (Note 13)
 
 
 
 
 
EQUITY (Notes 6 and 14)
 
 
 
 
 
Common stock—authorized, 7,000,000 shares; issued, 556 shares in 2015 and 2014; and class shares subject to call option-authorized, 14,000,000 shares; issued, 11,507,826 shares in 2015 and 2014
1,909,797

 
1,909,797

 
15,915

Class A shares—authorized, 7,000,000 shares;
issued, no shares in 2015 and 2014

 

 

Additional paid-in capital
2,591,398

 
2,591,398

 
21,595

Retained earnings (Note 2.q)
7,237,421

 
10,169,355

 
60,312

Treasury stock—at cost:
 
 
 
 
 
Common stock—2 shares in 2015 and 2014; and class shares subject to call option—11,507,826 shares in 2015 and 2014
(680,820
)
 
(680,820
)
 
(5,674
)
Accumulated other comprehensive income
 
 
 
 
 
Unrealized gain on available-for-sale securities
285,667

 
118,295

 
2,381

Remeasurements of defined benefit plans (Note 2.l)
(14,758
)
 
(508,744
)
 
(124
)
Total equity
11,328,705

 
13,599,281

 
94,405

TOTAL
¥
38,836,483

 
¥
39,436,707

 
$
323,636


See notes to consolidated financial statements.






AIM SERVICES Co., Ltd. and Subsidiaries

Consolidated Statements of Income
Years Ended March 31, 2015, 2014 and 2013
 
Thousands of Yen
 
Thousands of U.S. Dollars
(Note 1)
 
2015
 
2014
 
2013
 
2015
NET SALES (Note 2.s)
¥
159,889,685

 
¥
156,001,090

 
¥
151,125,577

 
$
1,332,414

COST OF SALES (Notes 8 and 12)
142,363,720

 
138,273,766

 
133,416,552

 
1,186,364

Gross profit
17,525,965

 
17,727,324

 
17,709,025

 
146,050

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (Notes 2.j, 8 and 12)
12,643,991

 
12,389,362

 
12,252,188

 
105,367

Operating income
4,881,974

 
5,337,962

 
5,456,837

 
40,683

OTHER INCOME (EXPENSES):
 
 
 
 
 
 
 
Interest and dividend income
30,531

 
19,862

 
21,252

 
254

Interest expense
(22,076
)
 
(23,523
)
 
(24,168
)
 
(184
)
Loss on impairment of long-lived assets (Note 2.h)
(6,138
)
 
(79,184
)
 
(2,749
)
 
(51
)
Gain on insurance claim (Note 2.k)

 
124,029

 

 
 
Compensation for loss due to disaster (Note 2.t)

 
41,542

 

 
 
Equity in earnings of associated company (Note 2.e)
126,144

 
109,690

 
97,328

 
1,051

Other-net
61,711

 
36,626

 
22,990

 
515

Other income-net
190,172

 
229,042

 
114,653

 
1,585

INCOME BEFORE INCOME TAXES
5,072,146

 
5,567,004

 
5,571,490

 
42,268

INCOME TAXES (Notes 2.p and 7):
 
 
 
 
 
 
 
Current
1,933,713

 
2,793,881

 
2,714,671

 
16,114

Deferred
495,067

 
(13,975
)
 
(36,737
)
 
4,126

Total income taxes
2,428,780

 
2,779,906

 
2,677,934

 
20,240

NET INCOME
¥
2,643,366

 
¥
2,787,098

 
¥
2,893,556

 
$
22,028


 
Yen
 
U.S. Dollars
(Note 1)
 
2015
 
2014
 
2013
 
2015
PER SHARE OF COMMON STOCK (Note 2.r):
 
 
 
 
 
 
 
    Net income
¥
4,771,418.23

 
¥
5,030,864.47

 
¥
5,223,024.82

 
$
39,761.82

    Cash dividends applicable to the year
9,605,000

 
2,515,000

 
9,831,000

 
80,042


See notes to consolidated financial statements.






AIM SERVICES Co., Ltd. and Subsidiaries

Consolidated Statements of Comprehensive Income
Years Ended March 31, 2015, 2014 and 2013
 
Thousands of Yen
 
Thousands of
U.S. Dollars
(Note 1)
 
2015
 
2014
 
2013
 
2015
NET INCOME
¥
2,643,366

 
¥
2,787,098

 
¥
2,893,556

 
$
22,028

OTHER COMPREHENSIVE INCOME:
 
 
 
 
 
 
 
Unrealized holding gain on available-for-sale securities (net of tax)
167,372

 
52,234

 
68,864

 
1,395

Remeasurements of defined benefit plans
(net of tax) (Note 2.l)
493,986

 
(508,744
)
 

 
4,116

Total other comprehensive income (loss)
661,358

 
(456,510
)
 
68,864

 
5,511

COMPREHENSIVE INCOME
¥
3,304,724

 
¥
2,330,588

 
¥
2,962,420

 
$
27,539


See notes to consolidated financial statements.







AIM SERVICES Co., Ltd. and Subsidiaries

Consolidated Statements of Changes in Equity
Years Ended March 31, 2015, 2014 and 2013    
 
 
 
Thousands of Yen
 
Outstanding
Number of
Shares of
Common Stock
 
Common Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Treasury Stock
 
Unrealized
Gain (Loss) on
Available-
for-Sale
Securities
 
Remeasurements of defined benefit plans
 
Total Equity
BALANCE, APRIL 1, 2012
¥
554

 
¥
1,909,797

 
¥
2,591,398

 
¥
11,339,464

 
¥
(680,820
)
 
¥
(2,803
)
 
¥

 
¥
15,157,036

Net income

 

 

 
2,893,556

 

 

 

 
2,893,556

Cash dividends, ¥9,868,000 per share

 

 

 
(5,466,872
)
 

 

 

 
(5,466,872
)
Net change in the year

 

 

 

 

 
68,864

 

 
68,864

BALANCE, MARCH 31, 2013
554

 
1,909,797

 
2,591,398

 
8,766,148

 
(680,820
)
 
66,061

 

 
12,652,584

Net income

 

 

 
2,787,098

 

 

 

 
2,787,098

Cash dividends, ¥2,498,000 per share

 

 

 
(1,383,891
)
 

 

 

 
(1,383,891
)
Net change in the year

 

 

 

 

 
52,234

 
(508,744
)
 
(456,510
)
BALANCE, MARCH 31, 2014
554

 
1,909,797

 
2,591,398

 
10,169,355

 
(680,820
)
 
118,295

 
(508,744
)
 
13,599,281

Cumulative effects of accounting
 
 
 
 
 
 
(264,656
)
 
 
 
 
 
 
 
(264,656
)
change (Note 2.1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income

 

 

 
2,643,366

 

 

 

 
2,643,366

Cash dividends, ¥9,586,000 per share

 

 

 
(5,310,644
)
 

 

 

 
(5,310,644
)
Net change in the year

 

 

 

 

 
167,372

 
493,986

 
661,358

BALANCE, MARCH 31, 2015
¥
554

 
¥
1,909,797

 
¥
2,591,398

 
¥
7,237,421

 
¥
(680,820
)
 
¥
285,667

 
¥
(14,758
)
 
¥
11,328,705

 
 
 
Thousands of U.S. Dollars (Note 1)
 
 
 
Common
Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Treasury Stock
 
Unrealized
Gain (Loss) on
Available-
for-Sale
Securities
 
Remeasurements of defined benefit plans
 
Total Equity
BALANCE, MARCH 31, 2014
 
 
$
15,915

 
$
21,595

 
$
84,745

 
$
(5,674
)
 
$
986

 
$
(4,240
)
 
$
113,327

Cumulative effects of accounting
 
 
 
 
 
 
(2,206
)
 
 
 
 
 
 
 
(2,206
)
change (Note 2.1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
 

 

 
22,028

 

 

 

 
22,028

Cash dividends, $79,883 per share
 
 

 

 
(44,255
)
 

 

 

 
(44,255
)
Net change in the year
 
 

 

 

 

 
1,395

 
4,116

 
5,511

BALANCE, MARCH 31, 2015
 
 
$
15,915

 
$
21,595

 
$
60,312

 
$
(5,674
)
 
$
2,381

 
$
(124
)
 
$
94,405

See notes to consolidated financial statements.






AIM SERVICES Co., Ltd. and Subsidiaries

Consolidated Statements of Cash Flows
Years Ended March 31, 2015, 2014 and 2013

 
Thousands of Yen
 
Thousands of U.S. Dollars (Note 1)
 
2015
 
2014
 
2013
 
2015
OPERATING ACTIVITIES:
 
 
 
 
 
 
 
Income before income taxes
¥
5,072,146

 
¥
5,567,004

 
¥
5,571,490

 
$
42,268

Adjustments for:
 
 
 
 
 
 
 
Income taxes-paid
(2,916,312
)
 
(2,460,167
)
 
(3,362,203
)
 
(24,303
)
Depreciation and amortization
931,257

 
913,587

 
816,840

 
7,760

Amortization of goodwill
317,938

 
317,938

 
317,938

 
2,649

Reversal of allowance for doubtful receivables
(48,520
)
 
(16,873
)
 
(1,472
)
 
(404
)
Equity in earnings of an associated company
(126,144
)
 
(109,690
)
 
(97,328
)
 
(1,051
)
Loss (gain) on sales of property, plant and equipment
77

 
(200
)
 
5,280

 
1

Loss on disposal of property, plant and equipment
5,832

 
20,204

 
5,763

 
49

Loss on impairment of long‑lived assets
6,138

 
79,184

 
2,749

 
51

Write-off of investment securities
 
 
104

 
 
 
 
(Increase) decrease in receivables-trade accounts
(1,212,727
)
 
(134,642
)
 
326,483

 
(10,106
)
Increase in inventories
(19,208
)
 
(144,458
)
 
(71,333
)
 
(106
)
Increase (decrease) in trade payables
180,328

 
318,116

 
(394,907
)
 
1,503

Increase (decrease) in consumption tax payable
2,376,129

 
(208,131
)
 
24,585

 
19,801

Decrease (increase) in current assets
1,560

 
(355,671
)
 
(33,864
)
 
13

Increase (decrease) in other current liabilities
1,120,330

 
(695,581
)
 
433,510

 
9,336

(Decrease) increase in accrued bonus to employees
(424,187
)
 
339,082

 
128,757

 
(3,535
)
Decrease in accrued employees’ retirement benefits
(214,917
)
 
(113,910
)
 
(108,814
)
 
(1,791
)
 
 
 
 
 
 
 
 
Decrease (increase) in accrued retirement benefits for director and corporate auditors
3,430

 
(2,238
)
 
7,530

 
29

Decrease in prepaid pension costs
90,504

 
49,545

 
133,121

 
754

Other-net
26,390

 
21,485

 
32,361

 
220

Total adjustments
97,898

 
(2,182,316
)
 
(1,835,004
)
 
816

Net cash provided by operating activities—(Forward)
¥
5,170,044

 
¥
3,384,688

 
¥
3,736,486

 
$
43,084


Continued on following page.





AIM SERVICES Co., Ltd. and Subsidiaries

Consolidated Statements of Cash Flows
Years Ended March 31, 2015, 2014 and 2013
 
Thousands of Yen
 
Thousands of U.S. Dollars (Note 1)
 
2015
 
2014
 
2013
 
2015
Net cash provided by operating activities—(Forward)
¥
5,170,044

 
¥
3,384,688

 
¥
3,736,486

 
$
43,084

 
 
 
 
 
 
 
 
INVESTING ACTIVITIES:
 
 
 
 
 
 
 
Payments into time deposit
(100,000
)
 
(100,000
)
 

 
(833
)
Redemption of time deposits
100,000

 

 

 
833

Redemption of marketable securities

 

 
100,000

 

Purchases of property, plant and equipment
(199,149
)
 
(269,458
)
 
(355,616
)
 
(1,660
)
Proceeds from sales of property, plant and equipment
1,416

 
5,580

 
1,431

 
12

Purchases of software
(301,515
)
 
(139,043
)
 
(327,493
)
 
(2,513
)
Purchases of other intangible assets

 
(1,936
)
 
(3,022
)
 

Proceeds from sales of intangible assets

 
496

 

 

Purchases of investment securities
(9,442
)
 
(9,536
)
 
(10,804
)
 
(79
)
Proceeds from sales of investment securities
1,884

 
4,594

 
57,861

 
16

Change in deposit to a subsidiary of a shareholder
746,175

 
(1,752,376
)
 
2,497,890

 
6,218

Proceeds from collections of loans
4,369

 
2,808

 
3,486

 
36

Other
(91,202
)
 
(4,315
)
 
(48,320
)
 
(760
)
Net cash provided by (used in) investing activities
152,536

 
(2,263,186
)
 
1,915,413

 
1,270

 
 
 
 
 
 
 
 
FINANCING ACTIVITIES:
 
 
 
 
 
 
 
Increase in short‑term bank loans
15,000,000

 
11,950,000

 
13,500,000

 
112,500

Decrease in short‑term bank loans
(15,000,000
)
 
(11,950,000
)
 
(13,500,000
)
 
(112,500
)
Repayments of capital lease obligation
(403,210
)
 
(356,620
)
 
(301,269
)
 
(3,360
)
Dividends paid
(5,310,644
)
 
(1,383,891
)
 
(5,466,872
)
 
(44,255
)
Net cash used in financing activities
(5,713,854
)
 
(1,740,511
)
 
(5,768,141
)
 
(47,615
)
 
 
 
 
 
 
 
 
NET DECREASE IN CASH AND CASH EQUIVALENTS
(391,274
)
 
(619,009
)
 
(116,242
)
 
(3,261
)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
7,090,200

 
7,709,209

 
7,825,451

 
59,085

CASH AND CASH EQUIVALENTS, END OF YEAR
¥
6,698,926

 
¥
7,090,200

 
¥
7,709,209

 
$
55,824


Continued on following page.






AIM SERVICES Co., Ltd. and Subsidiaries

Consolidated Statements of Cash Flows
Years Ended March 31, 2015, 2014 and 2013

ADDITIONAL INFORMATION

Interest and dividend receipts and interest payments for the years ended March 31, 2015, 2014 and 2013 were as follows:
 
Thousands of Yen
 
Thousands of U.S. Dollars (Note 1)
 
2015
 
2014
 
2013
 
2015
Interest and dividend receipts
¥
54,217

 
¥
39,136

 
¥
43,608

 
$
452

Interest payments
¥
22,076

 
¥
23,523

 
¥
24,168

 
$
184


Non-cash investing and financing activities were as follows:
 
Thousands of Yen
 
Thousands of U.S. Dollars (Note 1)
 
2015
 
2014
 
2013
 
2015
Acquisition of lease assets and obligations under finance leases
¥
291,563

 
¥
346,531

 
¥
541,644

 
$
2,430


See notes to consolidated financial statements.






AIM SERVICES Co., Ltd. and Subsidiaries

Notes to Consolidated Financial Statements

1.    BASIS OF PRESENTING CONSOLIDATED FINANCIAL STATEMENTS
AIM SERVICES Co., Ltd. (the “Company”) mainly provides business dining services in Japan and is owned 50 percent by Mitsui & Co., Ltd. and 50 percent by Aramark Services Inc. and Aramark Japan Inc., which are subsidiaries of Aramark. ARAMARK Holding Corporation and ARAMARK Corporation were renamed Aramark and Aramark Service Inc., respectively, on May 9, 2014.
The accompanying consolidated financial statements have been prepared in accordance with the provisions set forth in the Companies Act of Japan (the “Companies Act”) and in conformity with accounting principles generally accepted in Japan (“Japanese GAAP”). Japanese GAAP varies in certain significant respects from accounting principles generally accepted in the United States of America (“U.S. GAAP”). Information relating to the nature and effect of such differences is presented in Note 15 to the consolidated financial statements.
In preparing these consolidated financial statements, certain reclassifications and rearrangements, including additions of the consolidated statements of cash flows and footnote disclosures, have been made to the consolidated financial statements issued domestically in order to present them in a form which is more familiar to readers outside Japan. In addition, certain reclassifications have been made in the 2014 and 2013 consolidated financial statements to conform to the classifications used in 2015.
The consolidated financial statements are stated in Japanese yen, the currency of the country in which the Company is incorporated and operates. The translation of Japanese yen amounts into U.S. dollar amounts is included solely for the convenience of readers outside Japan and has been made at the rate of ¥120 to $1, the approximate rate of exchange at March 31, 2015. Such translation should not be construed as a representation that the Japanese yen amounts could be converted into U.S. dollars at that or any other rate.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a.
Consolidation—The consolidated financial statements as of March 31, 2015 include the accounts of the Company and all 11 subsidiaries (together, the “Group”). Under the control concept, those companies in which the Company, directly or indirectly, is able to exercise control over operations are fully consolidated.
An investment in an associated company (a company over which the Company has the ability to exercise significant influence) is accounted for by the equity method. Refer to Note 2.e.
The excess of the cost of an acquisition over the fair value of the net assets of the acquired subsidiaries at the date of acquisition is represented as “Goodwill” on the consolidated balance sheets and is being amortized on a straight-line basis over a period from 10 to 13 years.
Intercompany balances and transactions have been eliminated in consolidation. Unrealized profit included in assets resulting from transactions within the Group is eliminated.
b.
Cash and Cash Equivalents—Cash equivalents are short-term investments that are readily convertible into cash and that are exposed to insignificant risk of changes in value. Cash equivalents include time deposits which mature or become due within three months of the date of acquisition.
A deposit is a contract in which cash is trusted to the subsidiary of the Company’s shareholder. The cash can be readily withdrawn within a few days, however the Company does not have the intention to do so as the Company has sufficient working capital and does not need this deposit within a short period of time (i.e., three months). Based on this, the Company did not treat deposits as cash and cash equivalents.
c.
Inventories—Inventories are mainly stated at the latest purchase price which approximates the first-in, first-out cost method. In accordance with Accounting Standard Board of Japan (the “ASBJ”) Statement No. 9, “Accounting Standard for Measurement of Inventories,” inventories held for sale in the ordinary course of business are measured at the lower of cost or net selling value, which is defined as the selling price less additional estimated manufacturing costs and estimated direct selling expenses. The replacement cost may be used in place of the net selling value, if appropriate.
d.
Investment Securities—Investment securities are classified and accounted for, depending on management’s intent, as follows: (1) held-to-maturity debt securities, which are expected to be held to maturity with the positive intent and ability to hold to maturity, are reported at amortized cost and (2) available-for-sale securities, which are not classified as the aforementioned securities, are reported at fair value with unrealized gains and losses, net of applicable taxes,





reported in a separate component of equity.
Declines in fair value of held-to-maturity and available-for-sale securities are analyzed to determine if the decline is temporary or “other than temporary.” When other than temporary declines occur, the investment is reduced to its fair value and the amount of the reduction is reported as a loss. Any subsequent increases in other than temporary declines in fair value will not be realized until the securities are sold.
Non-marketable available-for-sale securities are stated at cost determined by the moving-average cost method. For other than temporary declines in fair value, non-marketable available-for-sale securities are reduced to net realizable value by a charge to income.
e.
Investment in Associated Company—The Company uses the equity method of accounting for its investment in and earnings or losses of an associated company that the Company does not control but over which the Company does exert significant influence. Significant influence is generally deemed to exist if the Company has an ownership interest in the voting stock of an investee of between 20% and 50%. The Company determines whether a decline in fair value is other than temporary by considering various factors, such as historical financial data, product development activities and the overall health of the affiliate’s industry. If the Company considers any such decline to be other than temporary, then a write-down to the estimated fair value is recorded.
f.
Property, Plant and Equipment—Property, plant and equipment are stated at cost. Depreciation of property, plant and equipment of the Group is computed substantially by the declining-balance method at rates based on the estimated useful lives of the assets, while the straight-line method is applied to the buildings which were acquired after April 1, 1998. The range of useful lives is principally from 3 to 47 years for buildings and structures, from 2 to 10 years for machinery and equipment, from 5 to 20 years for furniture and fixtures, and 5 years for lease assets.
Amendments to the Corporate Tax Law in Japan have resulted in changes to the depreciation methods used for property, plant and equipment acquired since April 1, 2007. Prior to these amendments, the Group’s depreciation methods were based on a depreciation limit of 95% and a residual value of 5% of the acquisition price of an asset. This depreciation limit and residual value were removed and the full acquisition price can now be depreciated to the nominal value of ¥1 at the end of the asset’s useful life, either on a straight-line basis or on a declining-balance basis. The depreciation rates for both methods, set forth by the Corporate Tax Law, were also amended. Assets acquired on or after April 1, 2007 are depreciated according to the new depreciation methods while existing assets acquired on or before March 31, 2007 are depreciated based on the traditional methods with the depreciation limit written off equally over 5 years.
Effective April 1, 2012, as a result of the revision of the Corporate Tax Law in Japan, the Company and its consolidated subsidiaries changed their depreciation method for property, plant and equipment acquired on or after April 1, 2012 to the method stipulated under the revised corporate tax law. The effect of this change was immaterial.
g.
Software—Acquired computer software licenses are capitalized on the basis of the costs incurred to acquire and bring to use the specific software. Costs directly associated with identifiable and unique software products, which are likely to generate economic benefits exceeding costs beyond one year, are recognized as intangible assets. Software is carried at cost less accumulated amortization, which is calculated using the straight-line method over the estimated useful lives of 5 years.
h.
Impairment of Long-Lived Assets—The Group reviews its long-lived assets including goodwill for impairment whenever events or changes in circumstance indicate the carrying amount of an asset or asset group may not be recoverable. An impairment loss would be recognized if the carrying amount of an asset or asset group exceeds the sum of the undiscounted future cash flows expected to result from the continued use and eventual disposition of the asset or asset group. The impairment loss would be measured as the amount by which the carrying amount of the asset exceeds its recoverable amount, which is the higher of the discounted cash flows from the continued use and eventual disposition of the asset or the net selling price at disposition.
For the fiscal years ended March 31, 2015, 2014 and 2013, the Company wrote down the book value of its idle assets amounting to ¥6,138 thousand ($51 thousand), ¥79,184 thousand and ¥2,749 thousand, respectively, as an impairment loss.
i.
Golf Membership—Golf membership is stated at cost. For other than temporary declines in fair value, golf membership is reduced to net realizable value by a charge to income.
j.
Lease Deposits—Lease deposits are mainly related to the Group’s office spaces and are refundable at the termination of each lease contract.
k.
Insurance Deposits—Insurance deposits consist of life insurance policies for ex-directors for which the Company is the named beneficiary. Most of the insurance deposits are refundable. Gain on insurance claim of ¥124,029 thousand recorded in the consolidated statement of income for the year ended March 31, 2014 includes that related to the life





insurance claim against the death of ex-director by ¥82,679 thousand.
l.
Retirement and Pension Plans—The Company and certain subsidiaries have defined benefit corporate pension plans covering substantially all of their regular employees. The Group measures and accounts for the liability for retirement benefits using actuarial computations based on projected benefit obligations and plan assets at the balance sheet date.
Retirement benefits to directors and corporate auditors are provided at the amount which would be required if all directors and corporate auditors retired at the balance sheet date.
In May 2012, the ASBJ issued ASBJ Statement No. 26, “Accounting Standard for Retirement Benefits” and ASBJ Guidance No. 25, “Guidance on Accounting Standard for Retirement Benefits”.
In accordance with the revised standard and the other related practical guidance, actuarial gains and losses and past service costs that are yet to be recognized in profit or loss are recognized within shareholders’ equity (accumulated other comprehensive income, hereinafter, “AOCI”), after adjusting for tax effects, and the difference between projected retirement benefit obligations and plan assets shall be recognized as a liability (liability for retirement benefits) or asset (asset for retirement benefits). Moreover, actuarial gains and losses and past service costs that arose in the current period and yet to be recognized in profit or loss shall be included in AOCI and actuarial gains and losses and past service costs that were recognized in other comprehensive income, hereinafter ‘‘OCI’’, in prior periods and then recognized in profit or loss in the current period shall be treated as reclassification adjustments. No retrospective application of this accounting standard to consolidated financial statements in prior periods is required.
The Company adopted those new requirements in the revised standard during the year ended March 31, 2014. As a result of the change, the liability for retirement benefits increased by ¥788,823 thousand with a corresponding decrease in AOCI by ¥508,744 thousand, net of tax effect, at March 31, 2014.
In addition, effective from the year ended March 31, 2015, the Company adopted other requirements in the revised accounting standard, which allows a choice of the method of attributing expected benefits to years of service between the “Straight-line basis” and the “Benefit formula basis” based on the nature of pension plans. Previously, only the Straight-line basis was permitted. The revised standard also changed the calculation method of the discount rate to require that the discount rate reflect the expected timing of each benefit payment. The change in the method of attributing expected benefits to years of service and the calculation method of the discount rate in estimating the amount of projected benefit obligations were accounted for as an adjustment to retained earnings at the beginning of the year ended March 31, 2015 in accordance with the standard, resulted in the decrease of retained earnings by ¥264,656 thousand ($2,206 thousand) with net of tax effect.
m.
Leases—In March 2007, the ASBJ issued an Accounting Standard-ASBJ Statement No. 13, “Accounting Standard for Lease Transaction and its Implementation Guidance” and ASBJ Guidance No. 16, “Guidance on Accounting Standard for Lease Transactions.” The new standard and related implementation guidance eliminated a transitional rule where companies were allowed to account for finance leases that did not transfer ownership at the end of the lease term as operating leases and required the companies to recognize them as finance leases on their balance sheet.
In accordance with new accounting standard for lease, the Company capitalized all finance leases on its consolidated balance sheets and is depreciating the lease assets by the straight-line method over their respective lease terms. However, finance leases that do not transfer ownership and whose commencement day falls prior to April 1, 2008 continue to be accounted for as operating leases with required disclosure in the notes in accordance with an exceptional rule in the new accounting standard.
n.
Asset Retirement Obligations—ASBJ Statement No. 18, “Accounting Standard for Asset Retirement Obligations” and ASBJ Guidance No. 21, “Guidance on Accounting Standard for Asset Retirement Obligations” require companies to recognize asset retirement obligations as liabilities and the corresponding asset retirement costs as tangible fixed assets.
The Group leases several corporate and regional offices and has installed leasehold improvements, such as partitions, counters and phone systems, in these leased properties. Most lease agreements in Japan require the lessee to restore the leased property to its original condition, including removal of the leasehold improvements the lessee has installed when the lessee moves out of the leased property. As a result, the Group will incur certain future costs for the restorations that are required under the lease agreements.
o.
Financial Instruments—In accordance with ASBJ Statement No. 10, “Accounting Standard for Financial Instruments” and ASBJ Guidance No. 19, “Guidance on Disclosures about Fair Value of Financial Instruments”, the Group discloses fair value information for items that meet the definition of financial instruments.
p.
Income Taxes—The Group adopted the accounting standard for interperiod allocation of income taxes based on the asset and liability method. Deferred income taxes are recorded to reflect the impact of operating loss carryforwards and temporary differences between assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes. These deferred taxes are measured by applying currently enacted tax laws to the operating





loss carryforwards and temporary differences. The Group determined the recoverability of deferred tax assets based on all future information currently available.
Amendments to the Japanese tax regulations were enacted into law on March 20, 2014 and March 31, 2015. As a result of these amendments, (1) the statutory income tax rate was reduced from approximately 40% to 38% effective from the fiscal year beginning April 1, 2012, (2) was reduced to approximately 35% effective from the fiscal year beginning April 1, 2014 and (3) was further reduced to 32.5% effective from the fiscal year beginning April 1, 2015, with a further reduction to 31.7% effective from the year beginning April 1, 2016. Consequently, the statutory income tax rate utilized for deferred tax assets and liabilities expected to be settled or realized in the fiscal year ended March 31, 2016 is 32.5% and for subsequent periods is approximately 31.7%.
q.
Appropriations of Retained Earnings—Appropriations of retained earnings at each year-end are reflected in the consolidated financial statements in the year following shareholders’ approval.
r.
Per Share Information—Basic net income per share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding for the period. Cash dividends per share presented in the accompanying consolidated statement of income are dividends applicable to the respective years including dividends to be paid after the end of the year.
s.
Revenue Recognition—Most of the operating businesses of the Group have contractual relationships with customers. In these businesses, revenue is recognized in the period in which the services are provided pursuant to the terms of the contracts. Revenue from dining, delivery food and beverage services is recognized upon delivery of food and beverage products.
t.
Other Income—Compensation for loss due to disaster of ¥41,542 thousand recorded in the consolidated statement of income for the year ended March 31, 2014 is compensation received from Tokyo Electronic Power Company, Incorporated (“TEPCO”) for lost earnings during the period of business suspension due to the nuclear accident at TEPCO's facility.
u.
Dividend Distribution—Dividend distribution to the Company's shareholders is recognized as a liability in the Group’s financial statements in the period in which the dividends are approved by the Company’s shareholders.






3.    INVESTMENT SECURITIES
Investment securities at March 31, 2015 and 2014, consisted of the following:
 
Thousands of Yen
 
Thousands of U.S. Dollars
 
2015
 
2014
 
2015
Non‑current-Investment securities:
 
 
 
 
 
Marketable equity securities
¥
760,983

 
¥
518,106

 
$
6,342

Non‑marketable equity securities
320,686

 
323,645

 
2,672

Total
¥
1,081,669

 
¥
841,751

 
$
9,014

Information regarding marketable equity securities classified as available-for-sale and held-to-maturity debt securities at March 31, 2015 and 2014, was as follows:
 
Thousands of Yen
March 31, 2015
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair
Value
Available‑for‑sale marketable equity securities
¥
263,375

 
¥
498,384

 
¥
776

 
¥
760,983

March 31, 2014
 
 
 
 
 
 
 
Available‑for‑sale marketable equity securities
¥
253,959

 
¥
268,578

 
¥
4,429

 
¥
518,106

 
Thousands of U.S. Dollars
March 31, 2015
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair
Value
Available‑for‑sale marketable equity securities
$
2,195

 
$
4,153

 
$
6

 
$
6,342

Carrying amounts of available-for-sale securities whose fair value is not readily determinable as of March 31, 2015 and 2014 were as follows:
Available-for-sale---Non-marketable equity securities
Thousands of Yen
 
Thousands of U.S. Dollars
2015
 
2014
 
2015
¥
320,686

 
¥
323,645

 
$
2,672

  
4.    INVENTORIES
Inventories at March 31, 2015 and 2014, consisted of the following:
 
Thousands of Yen
 
Thousands of U.S. Dollars
 
2015
 
2014
 
2015
Merchandise
¥
519,793

 
¥
511,842

 
$
4,332

Raw materials
1,143,814

 
1,140,494

 
9,532

Supplies
262,860

 
254,923

 
2,190

Total
¥
1,926,467

 
¥
1,907,259

 
$
16,054







5.    LIABILITY FOR EMPLOYEES’ RETIREMENT BENEFITS
The Company and certain subsidiaries have defined benefit corporate pension plans for employees.
Under most circumstances, employees terminating their employment are entitled to retirement benefits determined based on the rate of pay at the time of termination, years of service and certain other factors. Such retirement benefits are made in the form of a lump-sum severance payment from the Company or from certain subsidiaries and annuity payments from a trustee. Employees are entitled to larger payments if the termination is involuntary, by retirement at the mandatory retirement age, or by death.
The liability for employees’ retirement benefits at March 31, 2015 and 2014, consisted of the following:
 
Thousands of Yen
 
Thousands of U.S. Dollars
 
2015
 
2014
 
2015
Projected benefit obligation
¥
10,505,162

 
¥
9,722,444

 
$
87,543

Fair value of plan assets
(9,266,391
)
 
(8,028,910
)
 
(77,220
)
Net amount on the consolidated balance sheets
1,238,771

 
1,693,534

 
10,323

Prepaid pension costs (included in other assets)

 
(90,894
)
 

Employees’ retirement benefits
¥
1,238,771

 
¥
1,784,428

 
$
10,323

The components of net periodic benefit costs are as follows:
 
Thousands of Yen
 
Thousands of U.S. Dollars
 
2015
 
2014
 
2013
 
2015
Service cost
¥
631,832

 
¥
604,045

 
¥
590,253

 
$
5,265

Interest cost
103,721

 
92,957

 
90,884

 
864

Expected return on plan assets
(160,578
)
 
(143,967
)
 
(124,615
)
 
(1,338
)
Recognized actuarial loss
34,823

 
167,463

 
264,415

 
291

Net periodic benefit costs
¥
609,798

 
¥
720,498

 
¥
820,937

 
$
5,082

Assumptions used for the years ended March 31, 2015, 2014 and 2013, are set forth as follows:
 
2015
 
2014
 
2013
Discount rate
From 0.7% to 1.1%
 
From 0.7% to 1.1%
 
From 0.7% to 1.1%
Expected rate of return on plan assets
2.0%
 
2.0%
 
2.0%
Recognition period of actuarial gain/loss
From 5 to 12 years
 
From 5 to 12 years
 
From 5 to 12 years






6.    EQUITY
The significant provisions in the Companies Act that affect financial and accounting matters are summarized below:
a.
Dividends
Under the Companies Act, companies can pay dividends at any time during the fiscal year in addition to the year-end dividend upon resolution at the shareholders’ meeting. If companies meet certain criteria such as (1) having a Board of Directors, (2) having independent auditors, and (3) the term of service of the directors is prescribed as one year rather than two years of normal term by its articles of incorporation, the Board of Directors may declare dividends (except for dividends in-kind) at any time during the fiscal year if the company has prescribed so in its articles of incorporation. The Company meets the above criteria.
The Companies Act permits companies to distribute dividends-in-kind (non-cash assets) to shareholders subject to a certain limitation and additional requirements.
Semiannual interim dividends may also be paid once a year upon resolution by the Board of Directors if the articles of incorporation of the company so stipulate. The Companies Act provides certain limitations on the amounts available for dividends or the purchase of treasury stock. The limitation is defined as the amount available for distribution to the shareholders, but the amount of net assets after dividends must be maintained at no less than ¥3,000 thousand.
b.
Increases/Decreases and Transfer of Common Stock, Reserve and Surplus
The Companies Act requires that an amount equal to 10% of dividends must be appropriated as a legal reserve (a component of retained earnings) or as additional paid-in capital (a component of capital surplus) depending on the equity account charged upon the payment of such dividends until the total of the aggregate amount of legal reserve and additional paid-in capital equals 25% of the common stock. Under the Companies Act, the total amount of additional paid-in capital and legal reserve may be reversed without limitation. The Companies Act also provides that common stock, legal reserve, additional paid-in capital, other capital surplus and retained earnings can be transferred among the accounts under certain conditions upon resolution of the shareholders.
c.
Treasury Stock and Treasury Stock Acquisition Rights
The Companies Act also allows for companies to purchase treasury stock and dispose of such treasury stock by resolution of the Board of Directors. The amount of treasury stock purchased cannot exceed the amount available for distribution to the shareholders which is determined by a specific formula. Under the Companies Act, stock acquisition rights, which were previously presented as a liability, are now presented as a separate component of equity. The Companies Act also provides that companies can purchase both treasury stock acquisition rights and treasury stock. Such treasury stock acquisition rights are presented as a separate component of equity or deducted directly from stock acquisition rights.
Class shares subject to call option included a call option which allowed the Company, at its option, to exchange all of the class shares subject to call option for new common shares at an exchange ratio of 20,000 class shares to 1 new common share. On November 1, 2007, the Company exercised its call options and exchanged all of its issued class shares for new shares of common stock. Class A shares are the shares without the right for the distribution of residual property.






7.    INCOME TAXES
The tax effects of temporary differences which resulted in deferred tax assets at March 31, 2015 and 2014, are as follows:
 
Thousands of Yen
 
Thousands of U.S. Dollars
 
2015
 
2014
 
2015
Current:
 
 
 
 
 
Deferred tax assets:
 
 
 
 
 
Accrued bonuses to employees
¥
1,181,173

 
¥
1,404,943

 
$
9,843

Accrued enterprise taxes
57,225

 
111,312

 
477

Accrued social insurance contributions by employer
211,699

 
248,779

 
1,764

Accrued business office taxes
17,944

 
15,881

 
150

Accrued rent
19,918

 
26,336

 
166

Tax loss carry forward
8,614

 
17,345

 
72

Other
45,495

 
42,612

 
379

Total
1,542,068

 
1,867,208

 
12,851

Net deferred tax assets
¥
1,542,068

 
¥
1,867,208

 
$
12,851

Non‑current:
 
 
 
 
 
Deferred tax assets:
 
 
 
 
 
Employees’ retirement benefits
¥
420,498

 
¥
628,643

 
$
3,504

Retirement benefits for directors and corporate auditors
20,551

 
21,682

 
171

Impairment loss on investment securities
27,150

 
39,462

 
226

Impairment loss on golf membership
6,537

 
11,110

 
54

Impairment loss on long‑lived assets
78,191

 
87,940

 
652

Allowance for doubtful accounts
2,586

 
20,061

 
22

Asset retirement obligations
30,540

 
29,096

 
255

Tax loss carry forward
12,007

 
10,706

 
100

Other
6,448

 
31,781

 
54

Less valuation allowance
(79,534
)
 
(95,902
)
 
(663
)
Total
524,974

 
784,579

 
4,375

Deferred tax liabilities-net unrealized gain on available‑for‑sale securities
159,065

 
92,725

 
1,326

Total
159,065

 
92,725

 
1,326

Net deferred tax assets
¥
365,909

 
¥
691,854

 
$
3,049

A reconciliation between the normal statutory tax rate and the actual effective tax rate reflected in the accompanying consolidated statements of income for the years ended March 31, 2015, 2014 and 2013, is as follows:
 
2015
 
2014
 
2013
Normal statutory tax rate
35
%
 
38
%
 
38
%
Expenses not deductible for income tax purposes
1

 
1

 
1

Non-deductible per capita levy of local taxes
6

 
6

 
6

Non-deductible amortization of goodwill
2

 
1

 
2

Effect of amendments to the Japanese tax regulations
4

 
2

 

Other-net

 
2

 
1

Actual effective tax rate
48
%
 
50
%
 
48
%
As discussed in Note 2.p, as a result of amendment of the Japanese tax regulations on March 20, 2014 and March 31, 2015, the tax rate applied to the Company was reduced approximately from 38% to 35% effective from the year beginning April 1, 2014, and it was further reduced to 32.5% effective from the fiscal year beginning April 1, 2015 with a further reduction to 31.7% effective from the year beginning April 1, 2016. The effect of adjustments to deferred assets and liabilities resulting from the reduction in the tax rate was an increase in income taxes of ¥184,960 thousand ($1,541 thousand) and ¥122,349 thousand for





the year ended March 31, 2015 and 2014, respectively and have been reflected in income taxes in the consolidated statement of income.

8.    LEASES
The Group leases certain machinery, dining support service related equipment, office space and other assets.
Rent expenses for operating leases for the years ended March 31, 2015, 2014 and 2013 amounted to ¥1,319,772 thousand ($10,998 thousand), ¥1,321,303 thousand and ¥1,295,970 thousand, respectively.
Obligations under finance leases and future minimum payments under noncancelable operating leases were as follows:
 
Thousands of Yen
 
Thousands of U.S. Dollars
 
2015
 
2015
 
Finance
Leases
 
Operating
Leases
 
Finance
Leases
 
Operating
Leases
Due within one year
¥
374,928

 
¥
127,610

 
$
3,125

 
$
1,063

Due after one year
605,297

 
232,135

 
5,044

 
1,935

Total
¥
980,225

 
¥
359,745

 
$
8,169

 
$
2,998

 
Thousands of Yen
 
2014
 
Finance
Leases
 
Operating
Leases
Due within one year
¥
368,746

 
¥
97,643

Due after one year
699,597

 
186,259

Total
¥
1,068,343

 
¥
283,902

As discussed in Note 2.m, the Company accounts for leases which existed at the transition date of the new accounting standards on April 1, 2008 and do not transfer ownership of the leased property to the lessee as operating lease transactions.
As of March 31, 2013, such leases no longer existed due to expiration or cancellation. Lease payments under such leases for the year ended March 31, 2013 were ¥30,952 thousand and there was no lease payment for the year ended March 31, 2014.
Depreciation expense and interest expense as if capitalized:
 
Thousands of Yen
 
2013
Depreciation expense
¥
28,981

Interest expense
360

Total
¥
29,341

Depreciation expense and interest expense, which are not reflected in the accompanying consolidated statements of income, are computed by the straight-line method and the interest method, respectively.






9.    ASSET RETIREMENT OBLIGATIONS
The Company recognizes asset retirement obligations for its headquarters and some regional offices on the basis of lease agreements. To estimate asset retirement obligations, the Company uses the estimated useful lives for periods ranging from 5 to 27 years and discount rates ranging from 0.232% to 2.130%.
The following represent the changes in asset retirement obligations for the years ended March 31, 2015 and 2014:
 
Thousands of Yen
 
Thousands of U.S. Dollars
 
2015
 
2014
 
2015
Asset retirement obligations at beginning of year
¥
157,549

 
¥
145,823

 
$
1,313

Additions to asset retirement obligations
6,314

 
9,366

 
53

  Accretion of discount
2,438

 
2,360

 
20

  Asset retirement obligations at end of year
¥
166,301

 
¥
157,549

 
$
1,386







10. FINANCIAL INSTRUMENTS
(1) Financial Instruments
The Company obtains operating funds through loans from financial institutions such as banks, and excess funds are invested only in short-term deposits with banks and deposited with subsidiaries of shareholders. Interest rates for the loans are determined based on discussion with the financial institutions considering the current short-term money market.
Credit risks for notes receivable and accounts receivable are managed based on internal risk management policy.
The Company’s investment securities mainly consist of equity securities. For listed shares, the Company reviews their fair value on a quarterly basis.
(2) Fair Value of Financial Instruments
The carrying amounts of financial instruments recorded in the Company’s consolidated balance sheets and their estimated fair values as of March 31, 2015 and 2014, are as follows:
 
Thousands of Yen
 
Thousands of U.S. Dollars
 
2015
 
2014
 
2015
 
Carrying Amount (*)
 
Fair Value (*)
 
Carrying Amount (*)
 
Fair Value (*)
 
Carrying Amount (*)
 
Fair Value (*)
Cash and cash equivalents
¥
6,698,926

 
¥
6,698,926

 
¥
7,090,200

 
¥
7,090,200

 
$
55,824

 
$
55,824

Notes receivable and accounts receivable
15,649,490

 
15,649,490

 
14,436,429

 
14,436,429

 
130,412

 
130,412

Deposit
4,500,000

 
4,500,000

 
5,250,000

 
5,250,000

 
37,500

 
37,500

Bank deposit with maturity term over three months
100,000

 
100,000

 
100,000

 
100,000

 
833

 
833

Investment securities-
Available-for-sale marketable equity securities
760,983

 
760,983

 
518,106

 
518,106

 
6,342

 
6,342

Notes payable and accounts payable
(8,769,405
)
 
(8,769,405
)
 
(8,589,078
)
 
(8,589,078
)
 
73,078

 
73,078

(*) ( ) indicates liability account.
In accordance with the requirement of ASBJ Statement No. 10, “Accounting Standard for Financial Instruments,” the Company has provided the above fair value estimates and the following information about valuation methodologies.
Cash and cash equivalents
Due to the nature of cash and cash equivalents, the fair value approximates the carrying value.
Notes receivable and accounts receivable
As these are settled in a short-term period, the fair value approximates the carrying value.
Deposit
As these are settled in a short-term period, the fair value approximates the carrying value.
Bank deposit with maturity term over three months
As these are settled in a short-term period, the fair value approximates the carrying value.
Investment securities
Equity securities are valued using quoted market prices.
Notes payable and accounts payable
As these are settled in a short-term period, the fair value approximates the carrying value.
Because unlisted shares do not have a market price and future cash flows are not estimable, it was determined that obtaining fair value information for non-marketable equity securities was not practicable. Thus, unlisted shares, whose carrying amount as of March 31, 2015 and 2014 were ¥1,413,532 thousand ($11,779 thousand) and ¥1,324,942 thousand, respectively, are not included in “Investment securities-Available-for-sale marketable equity securities” in the list above.






11.    SEGMENT INFORMATION
Information about industry segments of the Group for the years ended March 31, 2015, 2014 and 2013, is set forth below.
Industry Segments
a.
Sales and Operating Income
 
Thousands of Yen
 
2015
 
Food Business
 
Office Coffee and Tea Services
 
Other Services
 
Total
 
Eliminations/
Corporate
 
Consolidated
Sales to customers
¥
152,828,499

 
¥
6,778,709

 
¥
282,477

 
¥
159,889,685

 
¥

 
¥
159,889,685

Intersegment sales
2,171,743

 
1,511,230

 
291,860

 
3,974,833

 
(3,974,833
)
 

Total sales
155,000,242

 
8,289,939

 
574,337

 
163,864,518

 
(3,974,833
)
 
159,889,685

Operating expenses
145,574,067

 
8,164,242

 
549,895

 
154,288,204

 
719,507

 
155,007,711

Operating income
¥
9,426,175

 
¥
125,697

 
¥
24,442

 
¥
9,576,314

 
¥
(4,694,340
)
 
¥
4,881,974

b.
Total Assets, Depreciation, Capital Expenditures and Information about Goodwill
 
Thousands of Yen
 
2015
 
Food Business
 
Office Coffee and Tea Services
 
Other Services
 
Total
 
Eliminations/
Corporate
 
Consolidated
Total assets
¥
30,620,712

 
¥
2,699,450

 
¥
55,237

 
¥
33,375,399

 
¥
5,461,084

 
¥
38,836,483

Depreciation and other
380,702

 
301,104

 
182

 
681,988

 
249,269

 
931,257

Capital
expenditures (*)
290,675

 
331,150

 

 
621,825

 
328,075

 
949,900

Goodwill:
 
 
 
 
 
 
 
 
 
 
 
Unamortized balance
417,787

 
198,570

 

 
616,357

 

 
616,357

Amortization
119,368

 
198,570

 

 
317,938

 

 
317,938

a.
Sales and Operating Income
 
Thousands of U.S. Dollars
 
2015
 
Food Business
 
Office Coffee and Tea Services
 
Other Services
 
Total
 
Eliminations/
Corporate
 
Consolidated
Sales to customers
$
1,273,571

 
$
56,489

 
$
2,354

 
$
1,332,414

 
$

 
$
1,332,414

Intersegment sales
18,098

 
12,594

 
2,432

 
33,124

 
(33,124
)
 

Total sales
1,291,669

 
69,083

 
4,786

 
1,365,538

 
(33,124
)
 
1,332,414

Operating expenses
1,213,117

 
68,036

 
4,582

 
1,285,735

 
5,996

 
1,291,731

Operating income
$
78,552

 
$
1,047

 
$
204

 
$
79,803

 
$
(39,120
)
 
$
40,683






b.
Total Assets, Depreciation, Capital Expenditures and Information about Goodwill
 
Thousands of U.S. Dollars
 
2015
 
Food Business
 
Office Coffee and Tea Services
 
Other Services
 
Total
 
Eliminations/
Corporate
 
Consolidated
Total assets
$
255,173

 
$
22,495

 
$
460

 
$
278,128

 
$
45,508

 
$
323,636

Depreciation and other
3,173

 
2,509

 
1

 
5,683

 
2,077

 
7,760

Capital
expenditures (*)
2,422

 
2,760

 

 
5,182

 
2,734

 
7,916

Goodwill:
 
 
 
 
 
 
 
 
 
 
 
Unamortized balance
3,481

 
1,655

 

 
5,136

 

 
5,136

Amortization
994

 
1,655

 

 
2,649

 

 
2,649

a.
Sales and Operating Income
 
Thousands of Yen
 
2014
 
Food Business
 
Office Coffee and Tea Services
 
Other Services
 
Total
 
Eliminations/
Corporate
 
Consolidated
Sales to customers
¥
148,902,884

 
¥
6,760,543

 
¥
337,663

 
¥
156,001,090

 
¥

 
¥
156,001,090

Intersegment sales
2,110,695

 
1,411,913

 
284,252

 
3,806,860

 
(3,806,860
)
 

Total sales
151,013,579

 
8,172,456

 
621,915

 
159,807,950

 
(3,806,860
)
 
156,001,090

Operating expenses
143,222,817

 
7,988,166

 
656,373

 
151,867,356

 
(1,204,228
)
 
150,663,128

Operating income (loss)
¥
7,790,762

 
¥
184,290

 
¥
(34,458
)
 
¥
7,940,594

 
¥
(2,602,632
)
 
¥
5,337,962

b.
Total Assets, Depreciation, Capital Expenditures and Information about Goodwill
 
Thousands of Yen
 
2014
 
Food Business
 
Office Coffee and Tea Services
 
Other Services
 
Total
 
Eliminations/
Corporate
 
Consolidated
Total assets
¥
28,488,355

 
¥
2,874,588

 
¥
38,543

 
¥
31,401,486

 
¥
8,035,221

 
¥
39,436,707

Depreciation and other
424,333

 
245,826

 
448

 
670,607

 
242,980

 
913,587

Capital
expenditures (*)
352,851

 
336,558

 

 
689,409

 
191,387

 
880,796

Goodwill:
 
 
 
 
 
 
 
 
 
 
 
Unamortized balance
537,154

 
397,141

 

 
934,295

 

 
934,295

Amortization
119,368

 
198,570

 

 
317,938

 

 
317,938






a.
Sales and Operating Income
 
Thousands of Yen
 
2013
 
Food Business
 
Office Coffee and Tea Services
 
Other Services
 
Total
 
Eliminations/
Corporate
 
Consolidated
Sales to customers
¥
144,335,546

 
¥
6,503,205

 
¥
286,826

 
¥
151,125,577

 
¥

 
¥
151,125,577

Intersegment sales
2,032,169

 
1,356,948

 
272,106

 
3,661,223

 
(3,661,223
)
 

Total sales
146,367,715

 
7,860,153

 
558,932

 
154,786,800

 
(3,661,223
)
 
151,125,577

Operating expenses
138,497,390

 
7,736,571

 
621,821

 
146,855,782

 
(1,187,042
)
 
145,668,740

Operating income (loss)
¥
7,870,325

 
¥
123,582

 
¥
(62,889
)
 
¥
7,931,018

 
¥
(2,474,181
)
 
¥
5,456,837

b.
Total Assets, Depreciation, Capital Expenditures and Information about Goodwill
 
Thousands of Yen
 
2013
 
Food Business
 
Office Coffee and Tea Services
 
Other Services
 
Total
 
Eliminations/
Corporate
 
Consolidated
Total assets
¥
28,308,623

 
¥
2,930,439

 
¥
38,242

 
¥
31,277,304

 
¥
6,445,212

 
¥
37,722,516

Depreciation and other
412,729

 
207,923

 
448

 
621,100

 
195,740

 
816,840

Capital
expenditures (*)
657,684

 
285,038

 

 
942,722

 
345,938

 
1,288,660

Goodwill:
 
 
 
 
 
 
 
 
 
 
 
Unamortized balance
656,522

 
595,711

 

 
1,252,233

 

 
1,252,233

Amortization
119,368

 
198,570

 

 
317,938

 

 
317,938

(*) Capital expenditures include the amounts of lease assets acquired during the period.

The Company has no branch offices or subsidiaries in foreign countries, therefore geographic segment information has not been disclosed. Also, sales to foreign customers have not been presented because neither the Company nor its subsidiaries recorded foreign sales for the years ended March 31, 2015, 2014 and 2013.






12.    RELATED PARTY TRANSACTIONS
Transactions between the Company and subsidiaries of shareholders and other related parties for the years ended March 31, 2015, 2014 and 2013, were as follows:
 
Thousands of Yen
 
Thousands of
U.S. Dollars
 
2015
 
2014
 
2013
 
2015
Tax accountant fee to corporate auditors
¥
2,514

 
¥
2,588

 
¥
2,357

 
$
21

Purchase transactions with subsidiaries of shareholders during the year
7,291,459

 
12,038,768

 
11,366,274

 
60,762

Deposit made to a subsidiary of a shareholder during the year (*)
6,214,657

 
4,617,808

 
5,679,641

 
51,789

(*) Deposit made to subsidiaries of shareholders generally has terms of less than one month. The amounts in the table represent the average balances of the deposits during the year.
The balances due to or from these subsidiaries of shareholders at March 31, 2015 and 2014, were as follows:
 
Thousands of Yen
 
Thousands of
U.S. Dollars
 
2015
 
2014
 
2015
Deposits to subsidiaries of shareholders
¥
4,500,000

 
¥
5,250,000

 
$
37,500

Accounts payable to subsidiaries of shareholders
1,113,160

 
2,008,091

 
9,276







13. CONTINGENT LIABILITIES

The Company, through its subsidiary, entered into a three-year distribution contract with a logistics company in April 2014 to enhance efficiency of the Group's delivery of raw materials and merchandise to its customers' sites. Following the inception of the contract, various disputes arose relating to unexpected fees charged and inefficient delivery of goods by the logistics company. The subsidiary attempted to resolve these issues through negotiations with the logistics company, however, no agreement was reached and the subsidiary notified the logistics company of the early termination of the contract in March 2015. The logistics company subsequently made a claim for compensation for the early termination of the contract.

The subsidiary has been negotiating with the logistics company but is currently unable to estimate the amount or the range of possible losses arising from the compensation claim, if any, because the negotation is at an early stage and still ongoing. Consequently, the Company has not provided any accruals for the compensation claim in the consolidated financial statements.
14.    SUBSEQUENT EVENT
On June 27 , 2015, the shareholders of the Company approved payments of cash dividends to the shareholders of record on March 31, 2015 of ¥1,080 thousand ($9 thousand) per share or a total of ¥598,320 thousand ($4,986 thousand) at the Company’s ordinary general meeting of shareholders.







15.    RECONCILIATION TO U.S. GAAP
The consolidated financial statements of the Group are prepared in accordance with Japanese GAAP, which varies in certain respects from U.S. GAAP. The following are reconciliations of equity and net income of the Group in accordance with Japanese GAAP to equity and net income in accordance with U.S. GAAP.

The Group's equity as of March 31, 2015 and 2014, is reconciled as follows:
 
Thousands of Yen
 
Thousands of U.S. Dollars
 
2015
 
2014
 
2015
Equity in accordance with Japanese GAAP
¥
11,328,705

 
¥
13,599,281

 
$
94,405

Differences arising from different account for:
 
 
 
 
 
a. Goodwill, intangible assets and other business combination related adjustments
6,806,324

 
6,902,307

 
56,719

b. Accrued vacation
(2,625,360
)
 
(2,482,973
)
 
(21,876
)
c. Employee's retirement benefits

 
(720,006
)
 

d. Capital leases
(3,425
)
 
(12,207
)
 
(29
)
e. Tax effect of adjustments
(338,049
)
 
(175,267
)
 
(2,817
)
  Total
3,839,490

 
3,511,854

 
31,997

Equity in accordance with U.S. GAAP
¥
15,168,195

 
¥
17,111,135

 
$
126,402

The Group’s net income for the years ended March 31, 2015, 2014 and 2013, is reconciled as follows:
 
Thousands of Yen
 
Thousands of U.S. Dollars
 
2015
 
2014
 
2013
 
2015
Net income in accordance with Japanese GAAP
¥
2,643,366

 
¥
2,787,098

 
¥
2,893,556

 
$
22,028

Differences arising from different accounting for:
 
 
 
 
 
 
 
a. Goodwill, intangible assets and other business combination related adjustments
(95,983
)
 
(95,983
)
 
(289,983
)
 
(800
)
b. Accrued vacation
(142,380
)
 
(83,147
)
 
(88,027
)
 
(1,186
)
c. Employees’ retirement benefits
25,340

 
144,681

 
99,262

 
211

d. Capital leases
8,634

 
538

 
3,707

 
72

e. Tax effect of adjustments
230,739

 
67,703

 
143,326

 
1,923

Total
26,350

 
33,792

 
(131,715
)
 
220

Net income in accordance with U.S. GAAP
¥
2,669,716

 
¥
2,820,890

 
¥
2,761,841

 
$
22,248




















ASC 220, “Comprehensive Income,” establishes rules for the reporting of comprehensive income and its components. The following table summarizes the components of comprehensive income under U.S. GAAP for the years ended March 31, 2015, 2014 and 2013:
 
Thousands of Yen
 
Thousands of U.S. Dollars
 
2015
 
2015
 
Gain (loss) before income tax expense
 
Income tax (expense) benefit
 
Gain (loss) after income tax expense
 
Gain (loss) before income tax expense
 
Income tax (expense)
 benefit
 
Gain (loss) after income tax expense
Net income
¥

 
¥

 
¥
2,669,716

 
$

 
$

 
$
22,248

Other comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
Unrealized gain on available-for-sale securities
233,459

 
(66,087
)
 
167,372

 
1,945

 
(551
)
 
1,394

Total
233,459

 
(66,087
)
 
167,372

 
1,945

 
(551
)
 
1,394

Gain associated with employees’ retirement benefits
1,005,753

 
(487,372
)
 
518,381

 
8,382

 
(4,062
)
 
4,320

Reclassification adjustments for gain included in net income
18,942

 
(6,707
)
 
12,235

 
158

 
(56
)
 
102

Total
1,024,695

 
(494,079
)
 
530,616

 
8,540

 
(4,118
)
 
4,422

Other comprehensive income
1,258,154

 
(560,166
)
 
697,988

 
10,485

 
(4,669
)
 
5,816

Comprehensive income
 
 
 
 
¥
3,367,704

 
 
 
 
 
$
28,064

 
Thousands of Yen
 
2014
 
Gain (loss) before income tax expense
 
Income tax (expense) benefit
 
Gain (loss) after income tax expense
Net income
¥

 
¥

 
¥
2,820,890

Other comprehensive income:
 
 
 
 
 
Unrealized gain on available-for-sale securities
80,586

 
(28,351
)
 
52,235

Total
80,586

 
(28,351
)
 
52,235

Loss associated with employees’ retirement benefits
(251,644
)
 
89,863

 
(161,781
)
Reclassification adjustments for gain included in net income
6,420

 
(2,274
)
 
4,146

Total
(245,224
)
 
87,589

 
(157,635
)
Other comprehensive loss
(164,638
)
 
59,238

 
(105,400
)
Comprehensive income
 
 
 
 
¥
2,715,490

 
Thousands of Yen
 
2013
 
Gain (loss) before income tax expense
 
Income tax (expense) benefit
 
Gain (loss) after income tax expense
Net income
¥

 
¥

 
¥
2,761,841

Other comprehensive income:
 
 
 
 
 
Unrealized gain on available-for-sale securities
102,240

 
(33,376
)
 
68,864

Total
102,240

 
(33,376
)
 
68,864

Gain associated with employees’ retirement benefits
644,294

 
(228,389
)
 
415,905

Reclassification adjustments for gain included in net income
71,957

 
(25,458
)
 
46,499

Total
716,251

 
(253,847
)
 
462,404

Other comprehensive income
818,491

 
(287,223
)
 
531,268

Comprehensive income
 
 
 
 
¥
3,293,109






The analysis of changes in equity under U.S. GAAP is as follows:
 
Thousands of Yen
 
Thousands of U.S. Dollars
 
2015
 
2014
 
2013
 
2015
Equity at beginning of year
¥
17,111,135

 
¥
15,779,536

 
¥
17,953,299

 
$
142,593

Total comprehensive income (net of tax)
3,367,704

 
2,715,490

 
3,293,109

 
28,064

Cash dividends
(5,310,644
)
 
(1,383,891
)
 
(5,466,872
)
 
(44,255
)
Equity at end of year
¥
15,168,195

 
¥
17,111,135

 
¥
15,779,536

 
$
126,402

The following is a summary of the significant adjustments made to equity and net income to reconcile the Japanese GAAP results with U.S. GAAP. The paragraphs below refer to the corresponding items set forth above.
a. Business Combinations
Under Japanese GAAP, the Business Accounting Council issued a Statement of Opinion, “Accounting for Business Combinations” in October 2003 which was effective for fiscal years beginning on or after April 1, 2006. Before this statement, there was no specific accounting standard addressing accounting for business combinations; therefore, companies followed common business practices dictated by the Commercial Code of Japan (the “Code”), currently the Code of the Companies Act.
Under the purchase method, which is generally applied by Japanese companies, goodwill is measured as the excess of purchase price over the carrying values of the individual assets acquired and liabilities assumed at the acquisition date. Subsequently, the goodwill is amortized on a straight-line basis over a number of years that may vary, depending on the nature of the acquired business.
Under U.S. GAAP, all business combinations (excluding combinations of entities under common control) are accounted for using the acquisition method as defined in ASC 805, “Business Combinations.” ASC 805 requires that the net assets, tangible and identifiable intangible assets less liabilities of the acquired company be recorded at fair value, with the excess of the cost of an acquired company over the fair value of the acquired net assets recorded as goodwill. Also, after the adoption of ASC 350, “Intangibles-Goodwill and Other,” goodwill and recognized indefinite-lived intangible assets in a business combination are not amortized, but are tested for impairment at least annually, as well as on an interim basis if events or changes in circumstances indicate that the goodwill or indefinite-lived intangible assets might be impaired. Separate intangible assets that are not deemed to have an indefinite life are amortized over their expected economic life and also tested for impairment.
In 2000, the Company purchased 100% of the outstanding common stock of KK Kizembo (“Kizembo”). In December 2005, the Company purchased 100% of the common stock of Yamato Corporation (“Yamato”). In July 2002, the Company purchased 100% of the common stock of Atlas Co. (“Atlas”) which owned 52.8% of the common stock of Mefos Co. (“Mefos”); subsequently, Atlas acquired the remaining 47.2% of common stock of Mefos in a series of step acquisitions that concluded in December 2005.
In March 2006, the Company and Atlas merged, with the Company as the surviving entity. As a result of the merger, the Company directly held 100% of the common stock of Mefos. Under Japanese GAAP, and in line with the Code, the Company consolidated the net carrying amount of the assets and liabilities of Mefos and wrote off the unamortized amount of goodwill related to the previous acquisition of Atlas and its subsidiary, Mefos.
Under U.S. GAAP, the March 2006 merger between the Company and Atlas was accounted for as a transfer of net assets or equity interests between entities under common control. Such transfer is accounted for by the receiving entity (the Company) at the carrying amounts, including goodwill in the accounts of the transferring entity (Atlas) at the date of the transfer. Consequently, the one-time accelerated goodwill amortization charge is reversed for U.S. GAAP reporting purposes.
On November 1, 2007, the Company completed its merger with Yamato, a wholly owned subsidiary. On April 1, 2008, the Company also completed its merger with its wholly owned subsidiaries, Kizembo and AIM Dining Support Co., Ltd. All assets and liabilities of these entities were transferred to the Company at the appropriate carrying amount and there is no impact on the Company’s consolidated financial statements or the reconciliation to U.S. GAAP.






Goodwill:
The following table presents the carrying amount of goodwill under Japanese GAAP and U.S. GAAP as of March 31, 2015 and 2014:
 
 
Thousands of Yen
 
Thousands of U.S. Dollars
 
 
2015
 
2015
 
 
Japanese GAAP
 
U.S. GAAP
 
Japanese GAAP
 
U.S. GAAP
Acquired Company
 
Carrying
Amount
 
Accumulated Amortization
 
Net Carrying Amount
 
Carrying Amount, Net of Impairment
 
Goodwill Related
Reconciliation
Item
 
Carrying
Amount
 
Accumulated Amortization
 
Net Carrying Amount
 
Carrying Amount, Net of Impairment
 
Goodwill Related
Reconciliation
Item
Kizembo
 
¥
482,935

 
¥
(482,935
)
 
¥

 
¥
332,018

 
¥
332,018

 
$
4,024

 
$
(4,024
)
 
$

 
$
2,767

 
$
2,767

Mefos
 
6,175,740

 
(5,757,955
)
 
417,785

 
1,875,532

 
1,457,747

 
51,465

 
(47,983
)
 
3,482

 
15,629

 
12,147

Yamato
 
2,982,465

 
(2,783,893
)
 
198,572

 
1,918,419

 
1,719,847

 
24,854

 
(23,200
)
 
1,654

 
15,987

 
14,333

Total
 
¥
9,641,140

 
¥
(9,024,783
)
 
¥
616,357

 
¥
4,125,969

 
¥
3,509,612

 
$
80,343

 
$
(75,207
)
 
$
5,136

 
$
34,383

 
$
29,247

 
 
Thousands of Yen
 
 
2014
 
 
Japanese GAAP
 
U.S. GAAP
Acquired Company
 
Carrying
Amount
 
Accumulated Amortization
 
Net Carrying Amount
 
Carrying Amount, Net of Impairment
 
Goodwill Related
Reconciliation
Item
Kizembo
 
¥
482,935

 
¥
(482,935
)
 
¥

 
¥
332,018

 
¥
332,018

Mefos
 
6,175,740

 
(5,638,587
)
 
537,153

 
1,875,532

 
1,338,379

Yamato
 
2,982,465

 
(2,585,323
)
 
397,142

 
1,918,419

 
1,521,277

Total
 
¥
9,641,140

 
¥
(8,706,845
)
 
¥
934,295

 
¥
4,125,969

 
¥
3,191,674

Under Japanese GAAP, goodwill is amortized on a straight-line basis over a period from 10 to 13 years as described in note 2.a., including an accelerated amortization for Atlas in the year ended March 31, 2006, which was reversed under U.S. GAAP.
For U.S. GAAP reporting purposes, the Company recognized goodwill impairment loss of ¥194,000 thousand for the year ended March 31, 2013 in connection with goodwill of Yamato, which represents the office coffee and tea services (the “OCS”) business reporting unit. Goodwill was impaired primarily due to reduced profitability of the OCS business reporting unit resulting from macro and micro economic factors surrounding the OCS business reporting unit.
The amount of the impairment was determined based on the estimated fair value of the OCS business reporting unit using a discounted cash flow model as compared to the carrying amount of the OCS business reporting unit, including goodwill.
For the years ended March 31, 2015, 2014 and 2013, the net income reconciliation item related to goodwill represents the reversal of the goodwill amortization charge amounting to ¥317,938 thousand ($2,649 thousand), ¥317,938 thousand and ¥317,938 thousand, respectively, recorded under Japanese GAAP and the recognition of goodwill impairment loss under U.S.GAAP as referred to above.

Under Japanese GAAP, the estimated aggregate amortization expense for goodwill for the next five years is as follows:
Year Ending March 31
 
Thousands of Yen
 
Thousands of U.S. Dollars
2016
 
¥
317,938

 
$
2,649

2017
 
119,368

 
995

2018
 
119,368

 
995

2019
 
59,683

 
497












Adjustment to intangible assets:
Under Japanese GAAP, the Company did not recognize identifiable intangible assets, other than goodwill, as part of purchase price allocation in a business combination.
In connection with the above-mentioned acquisitions, under U.S. GAAP, the Company recognized identifiable intangible assets and is amortizing those over the expected economic life of each intangible asset.     The table below presents the gross carrying amount, accumulated amortization and net carrying amount, in total and by major class of intangible assets acquired in the above-mentioned business combinations as of March 31, 2015 and 2014:
 
Thousands of Yen
 
Thousands of U.S. Dollars
 
2015
 
2014
 
2015
 
Gross
Carrying
Amount
 
Accumulated Amortization
 
Net Carrying Amount
 
Gross
Carrying
Amount
 
Accumulated Amortization
 
Net Carrying Amount
 
Gross
Carrying
Amount
 
Accumulated Amortization
 
Net Carrying Amount
Customer contracts
¥
7,366,836

 
¥
(4,407,424
)
 
¥
2,959,412

 
¥
7,366,836

 
¥
(3,993,503
)
 
¥
3,373,333

 
$
61,390

 
$
(36,729
)
 
$
24,661

Trademarks
361,723

 

 
361,723

 
361,723

 

 
361,723

 
3,015

 

 
3,015

Total
¥
7,728,559

 
¥
(4,407,424
)
 
¥
3,321,135

 
¥
7,728,559

 
¥
(3,993,503
)
 
¥
3,735,056

 
$
64,405

 
$
(36,729
)
 
$
27,676

For the years ended March 31, 2015, 2014, and 2013, the net income reconciliation item related to intangible assets represents the intangible assets amortization charge recognized under U.S. GAAP amounting to ¥413,921 thousand ($3,449 thousand), ¥413,921 thousand and ¥413,921 thousand, respectively.
Customer contracts are being amortized on a straight-line basis over periods of 14 to 20 years. Trademarks are not amortized but are tested for impairment at least annually, as well as on an interim basis if events or changes in the circumstances indicate that the trademarks might be impaired.
Under U.S. GAAP, the estimated aggregate amortization expense for intangible assets acquired for the next five years is as follows:
Year Ending March 31
 
Thousands of Yen
 
Thousands of U.S. Dollars
2016
 
¥
413,921

 
$
3,449

2017
 
413,921

 
3,449

2018
 
413,921

 
3,449

2019
 
413,921

 
3,449

2020
 
413,921

 
3,449


Other adjustment in connection with business combinations:
The following table represents an other adjustment in connection with the Yamato business combination as described above as of March 31, 2015 and 2014:
 
Thousands of Yen
 
Thousands of U.S. Dollars
 
As of
March 31, 2015
 
As of
March 31, 2014
 
As of
 March 31, 2015
Land
¥
(24,423
)
 
¥
(24,423
)
 
$
(204
)
Business combinations adjustments summary:
The following table summarizes the U.S. GAAP adjustments related to the above-mentioned business combinations:
 
Thousands of Yen
 
Thousands of U.S. Dollars
 
2015
 
2014
 
2013
 
2015
 
As of
March 31,
2015
 
Year Ended March 31,
2015
 
As of
March 31,
2014
 
Year Ended March 31,
2014
 
As of
March 31,
2013
 
Year Ended March 31,
2013
 
As of
March 31,
2015
 
Year Ended March 31,
2015
Goodwill
¥
3,509,612
 
 
¥
317,938
 
 
¥
3,191,674

 
¥
317,938

 
¥
2,873,736

 
¥
123,938

 
$
29,247

 
$
2,649

Intangible assets
3,321,135
 
 
(413,921
)
 
3,735,056

 
(413,921
)
 
4,148,977

 
(413,921
)
 
27,676

 
(3,449
)
Land
(24,423
)
 
 
 
(24,423
)
 

 
(24,423
)
 

 
(204
)
 

Total
¥
6,806,324
 
 
¥
(95,983
)
 
¥
6,902,307

 
¥
(95,983
)
 
¥
6,998,290

 
¥
(289,983
)
 
$
56,719

 
$
(800
)






b. Accrued Vacation
Japanese GAAP does not specifically require a company to accrue liabilities for future compensated absences (short-term employee benefits). Under U.S. GAAP, in accordance with ASC 710, “Compensation-General,” absences such as vacations are accrued when earned by employees.

c. Employees’ Retirement Benefits
As described in note 2.1, certain revisions were made in the accounting standard for retirement benefits under Japanese GAAP and the Company changed the method of attributing expected benefits to years of service and the calculation method of discount rate accordingly from the beginning of year ended March 31, 2015 in order to align with those methods under U.S. GAAP, resulting in no GAAP difference in the liability for employees' retirement benefits as of March 31, 2015.
However, there are still several differences in the detailed application of these principles. The following represent the most material differences between Japanese GAAP and U.S. GAAP in connection with assumptions used to calculate the pension liability:
(1)Unlike U.S. GAAP, there is no corridor approach and actuarial gain or loss is always amortized under Japanese GAAP.
(2)Under Japanese GAAP, the prior service costs or credits which were recognized as a result of amendments of the pension plans were charged to profit and loss at the date of the amendment. Under U.S. GAAP, the prior service costs or credit were recognized as a charge to other comprehensive income at the date of amendment and amortized as a component of net periodic pension cost over the average remaining service period.
(3)Under Japanese GAAP, it is acceptable to use the same discount rate used in prior year unless there would be a material difference between the projected benefit obligations estimated using the discount rate as of the balance sheet date and the one estimated using the prior year’s discount rate. However, there is no such exception under U.S. GAAP.
The liability for employees’ retirement benefits at March 31, 2015 and 2014, under U.S. GAAP consisted of the following:
 
Thousands of Yen
 
Thousands of U.S. Dollars
 
2015
 
2014
 
2015
Projected benefit obligation
¥
(10,505,162
)
 
¥
(10,442,450
)
 
$
(87,543
)
Fair value of plan assets
9,266,391

 
8,028,910

 
77,220

Net liability under U.S. GAAP
(1,238,771
)
 
(2,413,540
)
 
(10,323
)
Net liability under Japanese GAAP:
 
 
 
 
 
Employees’ retirement benefits
(1,238,771
)
 
(1,784,428
)
 
(10,323
)
Prepaid pension costs

 
90,894

 

Total
(1,238,771
)
 
(1,693,534
)
 
(10,323
)
Equity reconciliation item
¥

 
¥
(720,006
)
 
$






Under U.S. GAAP, the components of net periodic benefit costs for the years ended March 31, 2015, 2014 and 2013, are as follows:
 
Thousands of Yen
 
Thousands of U.S. Dollars
 
2015
 
2014
 
2013
 
2015
Service cost
¥
620,352

 
¥
609,354

 
¥
676,744

 
$
5,170

Interest cost
105,742

 
104,010

 
101,071

 
881

Amortization of prior service credit
(25,984
)
 
(27,356
)
 
(26,442
)
 
(217
)
Expected return on plan assets
(160,578
)
 
(143,967
)
 
(128,097
)
 
(1,338
)
Recognized actuarial loss
44,926

 
33,776

 
98,399

 
375

Net periodic benefit costs under U.S. GAAP
584,458

 
575,817

 
721,675

 
4,871

Net periodic benefit costs under Japanese GAAP
609,798

 
720,498

 
820,937

 
5,082

Net income reconciliation item
¥
(25,340
)
 
¥
(144,681
)
 
¥
(99,262
)
 
$
(211
)
The U.S. GAAP assumptions used for the years ended March 31, 2015, 2014 and 2013, are set forth below:
 
2015
 
2014
 
2013
Discount rate
From 0.7% to 1.1%
 
From 0.8% to 1.10%
 
1.10%
Expected rate of return on plan assets
2.0%
 
2.0%
 
2.0%
Amortization period of prior service credit relating to the plan amendment
From 8 to 12 years
 
From 8 to 12 years
 
From 8 to 12 years
Recognition period of actuarial gain/loss
From 11 to 12 years
 
From 11 to 12 years
 
From 8 to 12 years
d. Capital Leases
Previously, Japanese GAAP permitted finance leases that did not transfer ownership of the leased property to a lessee to be accounted for as operating lease transactions if certain “as if capitalized” information was disclosed in the notes to the lessee’s financial statements. However, as explained in Note 2.m, the new accounting standard for lease required the Company to capitalize finance leases on its consolidated balance sheet.
Finance leases that do not transfer ownership and whose commencement date falls prior to the first year of implementation of this accounting standard may continue to be accounted for as an operating lease with required pro forma disclosure in the notes in accordance with an exception rule in the new accounting standard. Refer to Notes 2.m and 8.
U.S. GAAP requires the application of ASC 840, “Leases,” in order to determine whether a lease should be classified as an operating or capital lease. The Group analyzed its leases in accordance with the criteria specified in ASC 840 and determined that certain of its leases should be capitalized.
The following table presents a summary of the differences between Japanese GAAP and U.S. GAAP for lease-related assets and liabilities as of March 31, 2015, 2014 and 2013, and income statement related information for the years ended March 31, 2015, 2014 and 2013:
 
Thousands of Yen
 
Thousands of U.S. Dollars
 
2015
 
2014
 
2013
 
2015
Machinery and equipment
¥
6,735

 
¥
98,066

 
¥
69,451

 
$
56

Furniture and fixtures
520,301

 
530,366

 
533,333

 
4,336

Other assets
8,492

 
10,751

 
18,713

 
70

Accumulated depreciation
(336,654
)
 
(315,712
)
 
(285,510
)
 
(2,805
)
Lease obligation
(202,299
)
 
(335,678
)
 
(348,732
)
 
(1,686
)
Net impact on equity
¥
(3,425
)
 
¥
(12,207
)
 
¥
(12,745
)
 
$
(29
)
Reversal of operating lease expense
¥
112,435

 
¥
138,049

 
¥
170,842

 
$
937

Lease asset depreciation under U.S. GAAP
(100,398
)
 
(129,782
)
 
(158,839
)
 
(837
)
Lease related interest expense under U.S. GAAP
(3,403
)
 
(7,729
)
 
(8,296
)
 
(28
)
Lease related impact on net income before income tax
¥
8,634

 
¥
538

 
¥
3,707

 
$
72






e.    Tax Effect of Adjustments
Accounting for income taxes in accordance with Japanese GAAP is substantially similar to accounting for income taxes in accordance with ASC 740, “Income Taxes.” Other than the deferred tax impact related to the U.S. GAAP reconciliation items, there is no material difference in connection with accounting for income taxes resulting from the application of U.S. GAAP.
The following table illustrates the impact on the Japanese GAAP deferred tax assets and liabilities in the Group’s consolidated balance sheets as a result of the U.S. GAAP adjustments as of March 31, 2015 and 2014:
 
Thousands of Yen
 
Thousands of U.S. Dollars
 
2015
 
2015
 
Japanese
GAAP
Balances
 
ASC 740 Applied to U.S. GAAP Adjustments
 
U.S. GAAP Balances
 
Japanese GAAP Balances
 
ASC 740 Applied to U.S. GAAP Adjustments
 
U.S. GAAP Balances
Balance sheet:
 
 
 
 
 
 
 
 
 
 
 
Current deferred tax assets
¥
1,542,068

 
¥
853,133

 
¥
2,395,201

 
$
12,851

 
$
7,109

 
$
19,960

Non-current deferred tax assets
365,909

 
84,764

 
450,673

 
3,049

 
707

 
3,756

Non-current deferred tax liabilities

 
(1,275,946
)
 
(1,275,946
)
 

 
(10,633
)
 
(10,633
)
Net deferred tax assets
¥
1,907,977

 
¥
(338,049
)
 
¥
1,569,928

 
$
15,900

 
$
(2,817
)
 
$
13,083

 
Thousands of Yen
 
2014
 
Japanese
GAAP
Balances
 
ASC 740 Applied to U.S. GAAP Adjustments
 
U.S. GAAP Balances
Balance sheet:
 
 
 
 
 
Current deferred tax assets
¥
1,867,208

 
¥
879,391

 
¥
2,746,599

Non-current deferred tax assets
691,854

 
22,708

 
714,562

Non-current deferred tax liabilities

 
(1,077,366
)
 
(1,077,366
)
Net deferred tax assets
¥
2,559,062

 
¥
(175,267
)
 
¥
2,383,795

Tax effects arising from U.S. GAAP adjustments for the years ended March 31, 2015, 2014 and 2013, were charged or credited to the following items:
 
Thousands of Yen
 
Thousands of U.S. Dollars
 
2015
 
2014
 
2013
 
2015
Income taxes
¥
230,739

 
¥
67,703

 
¥
143,326

 
$
1,923

Other comprehensive income:
Employees’ retirement benefits
(246,916
)
 
(192,488
)
 
(253,847
)
 
(2,058
)
Reversal of adjustment in retained earnings at the beginning of the year under Japanese GAAP
(146,605
)
 
 
 
 
 
(1,222
)
Total tax effects
¥
(162,782
)
 
¥
(124,785
)
 
¥
(110,521
)
 
$
(1,357
)
Reversal of adjustment in retained earnings is related to the new requirements in the revised accounting standard for retirement benefits under Japanese GAAP, where cumulative effects of the requirements were accounted for as an adjustment to retained earnings at the beginning of the year ended March 31, 2015 as described in note 2.1
U.S. GAAP adjustments related to the reversal of goodwill amortization charges recorded under Japanese GAAP have no tax effect since they are not deductible for tax purposes under Japanese Tax Laws and Regulations.






f. Cash and Cash Equivalents
The adjustment in the statements of cash flows to U.S. GAAP from Japanese GAAP mainly consisted of certain lease transactions which are only accounted for as capital leases under U.S. GAAP. Lease payments related to such are presented in financing activities under U.S. GAAP rather than operating activities under Japanese GAAP.
The following table represents the Group’s condensed consolidated information related to the statements of cash flows under U.S. GAAP for the years ended March 31, 2015, 2014 and 2013:
 
Thousands of Yen
 
Thousands of U.S. Dollars
 
2015
 
2014
 
2013
 
2015
Net cash provided by operating activities
¥
5,279,076

 
¥
3,588,766

 
¥
3,896,823

 
$
43,993

Net cash provided by (used in) investing activities
152,536

 
(2,263,186
)
 
1,916,363

 
1,270

Net cash used in financing activities
(5,822,886
)
 
(1,944,589
)
 
(5,929,428
)
 
(48,524
)
Net decrease in cash and cash equivalents
(391,274
)
 
(619,009
)
 
(116,242
)
 
(3,261
)
Cash and cash equivalents at beginning of year
7,090,200

 
7,709,209

 
7,825,451

 
59,085

Cash and cash equivalents at end of year
¥
6,698,926

 
¥
7,090,200

 
¥
7,709,209

 
$
55,824


g. Recent Accounting Pronouncements to Be Adopted in Future Periods
U.S. GAAP
In April 2014, the FASB issued Accounting Standards Update No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 380): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” Under the new guidance, only disposals representing a strategic shift in operations that has, or will have, a major effect on the entity’s operations and financial results should be presented as discontinued operations. Additionally, the revised guidance requires additional disclosures for discontinued operations as well as for disposals of significant components of an entity that do not qualify for discontinued operations presentation. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. The effect of this guidance will depend on the nature and significance of transactions after the adoption date.
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). This new accounting guidance addresses revenue recognition which will supersede the current revenue recognition requirements, including most industry-specific guidance. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The effect of this guidance, as well as the transition method, is being evaluated and will depend upon the method of transition as well as the nature and significance of transactions upon adoption.
Japanese GAAP
In September 2013, the ASBJ issued Accounting Standard--ASBJ Statement No. 21, "Revised Accounting Standard for Business Combinations" and ASBJ Guidance No. 10, "Revised Guidance on Accounting Standard for Business Combinations and Accounting Standard for Business Divestitures." The new accounting standard revised the treatment of change of non-controlling interest in a subsidiary, the treatment of transaction costs and the recognition of measurement-period adjustments to the provisional amounts. These amendments will be applied from fiscal years beginning after April 1, 2015 and early adoption is permitted. The Company is currently evaluating the potential impact from adopting the standard and guidance on its financial position and results of operations.