05.01.2015 Views

Pacific Golf Group International Holdings KK and Consolidated ...

Pacific Golf Group International Holdings KK and Consolidated ...

Pacific Golf Group International Holdings KK and Consolidated ...

SHOW MORE
SHOW LESS

You also want an ePaper? Increase the reach of your titles

YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.

<strong>Pacific</strong> <strong>Golf</strong> <strong>Group</strong> <strong>International</strong> <strong>Holdings</strong> <strong>KK</strong><br />

<strong>and</strong> <strong>Consolidated</strong> Subsidiaries<br />

<strong>Consolidated</strong> Financial Statements for the<br />

Years Ended December 31, 2005, 2006 <strong>and</strong> 2007,<br />

<strong>and</strong> Independent Auditors' Report


INDEPENDENT AUDITORS' REPORT<br />

To the Board of Directors of<br />

<strong>Pacific</strong> <strong>Golf</strong> <strong>Group</strong> <strong>International</strong> <strong>Holdings</strong> <strong>KK</strong>:<br />

We have audited the accompanying consolidated balance sheets of <strong>Pacific</strong> <strong>Golf</strong> <strong>Group</strong><br />

<strong>International</strong> <strong>Holdings</strong> <strong>KK</strong> (the "Company") <strong>and</strong> consolidated subsidiaries (together, the "<strong>Group</strong>")<br />

as of December 31, 2005, 2006 <strong>and</strong> 2007, <strong>and</strong> the related consolidated statements of income,<br />

changes in equity, <strong>and</strong> cash flows for the years then ended, all expressed in Japanese yen. These<br />

consolidated financial statements are the responsibility of the Company's management. Our<br />

responsibility is to express an opinion on these consolidated financial statements based on our<br />

audits.<br />

We conducted our audits in accordance with auditing st<strong>and</strong>ards generally accepted in Japan. Those<br />

st<strong>and</strong>ards require that we plan <strong>and</strong> perform the audit to obtain reasonable assurance about whether<br />

the financial statements are free of material misstatement. An audit includes examining, on a test<br />

basis, evidence supporting the amounts <strong>and</strong> disclosures in the financial statements. An audit also<br />

includes assessing the accounting principles used <strong>and</strong> significant estimates made by management,<br />

as well as evaluating the overall financial statement presentation. We believe that our audits<br />

provide a reasonable basis for our opinion.<br />

In our opinion, the consolidated financial statements referred to above present fairly, in all material<br />

respects, the consolidated financial position of <strong>Pacific</strong> <strong>Golf</strong> <strong>Group</strong> <strong>International</strong> <strong>Holdings</strong> <strong>KK</strong> <strong>and</strong><br />

consolidated subsidiaries as of December 31, 2005, 2006 <strong>and</strong> 2007, <strong>and</strong> the consolidated results of<br />

their operations <strong>and</strong> their cash flows for the years then ended in conformity with accounting<br />

principles generally accepted in Japan.<br />

As discussed in Note 2.f to the consolidated financial statements, certain consolidated subsidiaries<br />

of the Company changed their methods of depreciation of fixed assets from the declining-balance<br />

method to the straight-line method as of January 1, 2006.<br />

As discussed in Note 2.g to the consolidated financial statements, the <strong>Group</strong> adopted the new<br />

accounting st<strong>and</strong>ard for impairment of fixed assets as of January 1, 2006.<br />

Our audits also comprehended the translation of Japanese yen amounts into U.S. dollar amounts<br />

<strong>and</strong>, in our opinion, such translation has been made in conformity with the basis stated in Note 1.<br />

Such U.S. dollar amounts are presented solely for the convenience of readers outside Japan.<br />

March 26, 2008


<strong>Pacific</strong> <strong>Golf</strong> <strong>Group</strong> <strong>International</strong> <strong>Holdings</strong> <strong>KK</strong> <strong>and</strong> <strong>Consolidated</strong> Subsidiaries<br />

<strong>Consolidated</strong> Balance Sheets<br />

December 31, 2005, 2006 <strong>and</strong> 2007<br />

Thous<strong>and</strong>s of<br />

U.S. Dollars<br />

Millions of Yen<br />

(Note 1)<br />

ASSETS 2005 2006 2007 2007<br />

CURRENT ASSETS:<br />

Cash <strong>and</strong> cash equivalents (Note 6) ¥ 14,184 ¥ 12,344 ¥ 10,274 $ 90,008<br />

Receivables:<br />

Trade accounts 4,554 3,683 3,066 26,857<br />

Other 825 2,782 2,027 17,760<br />

Allowance for doubtful receivables (1,092) (849) (384) (3,369)<br />

Inventories (Note 4) 1,413 1,581 1,842 16,139<br />

Receivables due from financial institution<br />

(Note 6) 12,575 7,177 7,169 62,804<br />

Deferred tax assets (Note 10) 4,772 4,372 3,981 34,876<br />

Prepaid expenses <strong>and</strong> other current assets 2,002 1,666 1,880 16,470<br />

Total current assets 39,233 32,756 29,855 261,545<br />

PROPERTY AND EQUIPMENT (Note 6):<br />

L<strong>and</strong> (Note 5) 125,995 131,965 144,332 1,264,403<br />

Buildings <strong>and</strong> structures (Note 5) 170,755 176,524 201,603 1,766,121<br />

Machinery <strong>and</strong> equipment 7,176 7,217 8,920 78,142<br />

Furniture <strong>and</strong> fixtures 8,275 8,965 11,359 99,510<br />

Construction in progress 404 450 80 700<br />

Total 312,605 325,121 366,294 3,208,876<br />

Accumulated depreciation (154,851) (157,613) (178,921) (1,567,417)<br />

Net property <strong>and</strong> equipment 157,754 167,508 187,373 1,641,459<br />

INVESTMENTS AND OTHER ASSETS:<br />

Investment securities (Note 3) 22 9 7 65<br />

Goodwill 9,746 11,682 14,834 129,949<br />

Troubled loan receivables 32,179 8,375 15,205 133,205<br />

Allowance for doubtful receivables (28,988) (2,066) (2,064) (18,081)<br />

Deferred tax assets (Note 10) 2 296 749 6,564<br />

Other assets (Note 6) 6,601 5,457 6,853 60,031<br />

Total investments <strong>and</strong> other assets 19,562 23,753 35,584 311,733<br />

Thous<strong>and</strong>s of<br />

U.S. Dollars<br />

Millions of Yen<br />

(Note 1)<br />

LIABILITIES AND EQUITY 2005 2006 2007 2007<br />

CURRENT LIABILITIES:<br />

Short-term bank loans (Note 6) ¥ 18,000 – ¥ 3,000 $ 26,281<br />

Current portion of long-term debt (Note 6) 4,445 ¥ 6,336 5,943 52,067<br />

Payables:<br />

Trade accounts 869 999 1,056 9,247<br />

Other 3,208 3,727 3,632 31,814<br />

Income taxes payable 758 704 1,321 11,573<br />

Other current liabilities 4,559 3,680 3,647 31,952<br />

Total current liabilities 31,839 15,446 18,599 162,934<br />

LONG-TERM LIABILITIES:<br />

Bonds with warrants (Note 6) – – 25,000 219,010<br />

Long-term debt (Note 6) 93,655 108,580 96,371 844,252<br />

Liability for employees' retirement benefits<br />

(Note 7) 3,615 3,331 3,315 29,041<br />

Retirement allowance for directors <strong>and</strong><br />

corporate auditors 39 58 94 820<br />

Membership deposits 32,122 33,447 34,489 302,134<br />

Deferred tax liabilities (Note 10) 21,459 20,955 22,178 194,294<br />

Other 105 402 445 3,899<br />

Total long-term liabilities 150,995 166,773 181,892 1,593,450<br />

MINORITY INTEREST 0 – – –<br />

COMMITMENTS (Notes 12 <strong>and</strong> 13)<br />

EQUITY (Notes 8 <strong>and</strong> 9):<br />

Common stock—authorized, 4,160,000 shares;<br />

issued, 1,170,000 shares in 2005,<br />

1,177,339 shares in 2006 <strong>and</strong><br />

1,180,659 shares in 2007 12,251 12,609 12,705 111,294<br />

Capital surplus 13,433 13,791 13,886 121,647<br />

Stock acquisition rights – 152 307 2,694<br />

Retained earnings 8,030 16,665 26,211 229,621<br />

Unrealized gain on available-for-sale securities 1 0 – –<br />

Deferred loss on derivatives under hedge<br />

accounting – (1,419) (862) (7,548)<br />

Total 33,715 41,798 52,247 457,708<br />

Minority interests – 0 74 645<br />

Total equity 33,715 41,798 52,321 458,353<br />

TOTAL ¥ 216,549 ¥ 224,017 ¥ 252,812 $2,214,737<br />

TOTAL ¥ 216,549 ¥ 224,017 ¥ 252,812 $2,214,737<br />

See notes to consolidated financial statements.<br />

- 2 -


<strong>Pacific</strong> <strong>Golf</strong> <strong>Group</strong> <strong>International</strong> <strong>Holdings</strong> <strong>KK</strong> <strong>and</strong> <strong>Consolidated</strong> Subsidiaries<br />

<strong>Consolidated</strong> Statements of Income<br />

Years Ended December 31, 2005, 2006 <strong>and</strong> 2007<br />

Thous<strong>and</strong>s of<br />

U.S. Dollars<br />

Millions of Yen<br />

(Note 1)<br />

2005 2006 2007 2007<br />

NET SALES ¥ 61,109 ¥ 66,765 ¥ 73,392 $ 642,946<br />

OPERATING EXPENSES (Note 11) 51,272 54,302 60,016 525,764<br />

Operating income 9,837 12,463 13,376 117,182<br />

OTHER INCOME (EXPENSES):<br />

Interest income 23 19 77 678<br />

Interest expense (3,904) (2,618) (2,990) (26,197)<br />

Gain on sales of property <strong>and</strong> equipment 820 15 46 400<br />

Loss on sales of property <strong>and</strong> equipment (26) (63) (1) (12)<br />

Loss on disposal of property <strong>and</strong><br />

equipment (227) (327) (160) (1,401)<br />

Financing commissions (1,460) (673) (58) (504)<br />

Gain on collection of troubled loan<br />

receivables 38 992 1,291 11,310<br />

Impairment loss on long-lived assets<br />

(Note 5) – (467) – –<br />

Amortization of consolidation goodwill (2,923) (121) (145) (1,270)<br />

Acquisition expenses (1,165) – – –<br />

Other—net (189) 14 223 1,949<br />

Other expenses—net (9,013) (3,229) (1,717 ) (15,047)<br />

INCOME BEFORE INCOME TAXES AND<br />

MINORITY INTERESTS 824 9,234 11,659 102,135<br />

INCOME TAXES (Note 10):<br />

Current 537 864 1,603 14,041<br />

Deferred (3,575) (301) 510 4,463<br />

Total income taxes (3,038) (563) 2,113 18,504<br />

MINORITY INTERESTS IN NET INCOME – – 0 (1)<br />

NET INCOME ¥ 3,862 ¥ 8,671 ¥ 9,546 $ 83,630<br />

Yen<br />

U.S. Dollars<br />

PER SHARE OF COMMON STOCK<br />

(Notes 2.v <strong>and</strong> 14):<br />

Basic net income ¥3,829.74 ¥7,395.62 ¥8,093.04 $ 70.90<br />

Diluted net income – 7,270.80 7,482.94 65.55<br />

See notes to consolidated financial statements.<br />

- 3 -


<strong>Pacific</strong> <strong>Golf</strong> <strong>Group</strong> <strong>International</strong> <strong>Holdings</strong> <strong>KK</strong> <strong>and</strong> <strong>Consolidated</strong> Subsidiaries<br />

<strong>Consolidated</strong> Statements of Changes in Equity<br />

Years Ended December 31, 2005, 2006 <strong>and</strong> 2007<br />

Thous<strong>and</strong>s Millions of Yen<br />

Outst<strong>and</strong>ing<br />

Number of<br />

Unrealized<br />

Shares of<br />

Common<br />

Stock<br />

Common<br />

Stock<br />

Capital<br />

Surplus<br />

Stock<br />

Acquisition<br />

Rights<br />

Retained<br />

Earnings<br />

Gain on<br />

Available-for-sale<br />

Securities<br />

Deferred<br />

Loss on<br />

Derivatives<br />

under Hedge<br />

Accounting Total<br />

Minority<br />

Interests<br />

Total<br />

Equity<br />

BALANCE, JANUARY 1, 2005 10 ¥ 250 ¥ 250 ¥ 4,168 ¥0 ¥ 4,668 ¥ 4,668<br />

Net income 3,862 3,862 3,862<br />

Stock issuance through shareholder<br />

allocation 1,000 2,500 2,500 5,000 5,000<br />

Stock issuance through third party allotment 100 6,900 6,900 13,800 13,800<br />

Stock issuance through public offering 60 2,601 3,783 6,384 6,384<br />

Net increase in unrealized gain on<br />

available-for-sale securities 1 1 1<br />

BALANCE, DECEMBER 31, 2005 1,170 12,251 13,433 8,030 1 33,715 33,715<br />

Reclassified balance as of December 31, 2005<br />

(Note 2.u) ¥ 0 0<br />

Net income 8,671 8,671 8,671<br />

Bonuses to directors <strong>and</strong> corporate auditors (36) (36) (36)<br />

Exercise of stock acquisition rights 7 358 358 716 716<br />

Net change in the year ¥ 152 (1) ¥ (1,419) (1,268) (1,268)<br />

BALANCE, DECEMBER 31, 2006 1,177 12,609 13,791 152 16,665 0 (1,419 ) 41,798 0 41,798<br />

Net income 9,546 9,546 9,546<br />

Exercise of stock acquisition rights 4 96 95 191 191<br />

Net change in the year 155 (0) 557 712 74 786<br />

BALANCE, DECEMBER 31, 2007 1,181 ¥ 12,705 ¥ 13,886 ¥ 307 ¥ 26,211 ¥ (862 ) ¥ 52,247 ¥ 74 ¥ 52,321<br />

Common<br />

Stock<br />

Capital<br />

Surplus<br />

Stock<br />

Acquisition<br />

Rights<br />

Thous<strong>and</strong>s of U.S. Dollars (Note 1)<br />

Retained<br />

Earnings<br />

Unrealized<br />

Gain on<br />

Available-for-sale<br />

Securities<br />

Deferred<br />

Loss on<br />

Derivatives<br />

under Hedge<br />

Accounting Total<br />

Minority<br />

Interests<br />

Total<br />

Equity<br />

BALANCE, DECEMBER 31, 2006 $ 110,458 $ 120,812 $1,328 $ 145,991 $3 $ (12,427 ) $ 366,165 $ 2 $ 366,167<br />

Net income 83,630 83,630 83,630<br />

Exercise of stock acquisition rights 836 835 1,671 1,671<br />

Net change in the year 1,366 (3) 4,879 6,242 643 6,885<br />

BALANCE, DECEMBER 31, 2007 $ 111,294 $ 121,647 $2,694 $ 229,621 $ (7,548 ) $ 457,708 $ 645 $ 458,353<br />

See notes to consolidated financial statements.<br />

- 4 -


<strong>Pacific</strong> <strong>Golf</strong> <strong>Group</strong> <strong>International</strong> <strong>Holdings</strong> <strong>KK</strong> <strong>and</strong> <strong>Consolidated</strong> Subsidiaries<br />

<strong>Consolidated</strong> Statements of Cash Flows<br />

Years Ended December 31, 2005, 2006 <strong>and</strong> 2007<br />

Thous<strong>and</strong>s of<br />

U.S. Dollars<br />

Millions of Yen<br />

(Note 1)<br />

2005 2006 2007 2007<br />

OPERATING ACTIVITIES:<br />

Income before income taxes <strong>and</strong> minority<br />

interests ¥ 824 ¥ 9,234 ¥ 11,659 $ 102,135<br />

Adjustments for:<br />

Income taxes—paid (157) (734) (2,536) (22,218)<br />

Income taxes—refunded – – 676 5,923<br />

Depreciation <strong>and</strong> amortization 5,681 3,391 4,270 37,407<br />

Gain on sales of property <strong>and</strong> equipment (820) (15) (46) (400)<br />

Gain on collection of troubled loan<br />

receivables (38) (992) (1,291) (11,310)<br />

Impairment loss on long-lived assets – 467 – –<br />

Changes in assets <strong>and</strong> liabilities, excluding<br />

effects from newly consolidated subsidiaries:<br />

Decrease in trade accounts receivable 342 896 328 2,876<br />

Increase in inventories (47) (176) (205) (1,797)<br />

Increase in trade accounts payable 55 123 25 218<br />

Increase (decrease) in interest payable (564) 339 334 2,930<br />

Increase (decrease) in liability for<br />

employee's retirement benefits 615 (372) (79) (695)<br />

Increase in membership deposits 318 583 726 6,357<br />

Other—net 301 746 (414) (3,627)<br />

Total adjustments 5,686 4,256 1,788 15,664<br />

Net cash provided by operating<br />

activities—(Forward) ¥6,510 ¥ 13,490 ¥ 13,447 $ 117,799<br />

- 5 - (Continued)


<strong>Pacific</strong> <strong>Golf</strong> <strong>Group</strong> <strong>International</strong> <strong>Holdings</strong> <strong>KK</strong> <strong>and</strong> <strong>Consolidated</strong> Subsidiaries<br />

<strong>Consolidated</strong> Statements of Cash Flows<br />

Years Ended December 31, 2005, 2006 <strong>and</strong> 2007<br />

Thous<strong>and</strong>s of<br />

U.S. Dollars<br />

Millions of Yen<br />

(Note 1)<br />

2005 2006 2007 2007<br />

Net cash provided by operating activities—<br />

(Forward) ¥ 6,510 ¥ 13,490 ¥ 13,447 $ 117,799<br />

INVESTING ACTIVITIES:<br />

Proceeds from sales of property <strong>and</strong> equipment 1,359 170 115 1,004<br />

Payment for purchases of property <strong>and</strong><br />

equipment (4,929) (5,416) (7,846) (68,738)<br />

Payment for purchases of newly consolidated<br />

subsidiaries, net of cash <strong>and</strong> cash equivalents<br />

acquired 6,576 (2,657) (8,171) (71,582)<br />

Payment for extension of loan receivables (286) (3,905) (4,030) (35,305)<br />

Proceeds from collection of loan receivables 1,426 1,211 2,244 19,661<br />

Payment for purchases of troubled loan <strong>and</strong><br />

other receivables (3,326) (5,773) (16,359) (143,303)<br />

Proceeds from collection of troubled loan <strong>and</strong><br />

other receivables 4,878 3,651 6,520 57,119<br />

Payment for purchases of business, net of cash<br />

<strong>and</strong> cash equivalents acquired (4,623) (6,881) (2,202) (19,290)<br />

Purchases of interest-rate swap (1,822) – – –<br />

Other—net (293) 402 (1,001) (8,769)<br />

Net cash used in investing activities (1,040) (19,198 ) (30,730 ) (269,203)<br />

FINANCING ACTIVITIES:<br />

Increase (decrease) in short-term bank loans—<br />

net 17,500 (18,000) 2,829 24,780<br />

Proceeds from long-term debt 161,900 37,300 7,700 67,455<br />

Repayments of long-term debt (143,353) (20,487) (20,302) (177,852)<br />

Decrease (increase) in receivables due from<br />

financial institution (5,526) 5,398 8 72<br />

Payment of debt under reorganization (51,904) (5) – –<br />

Proceeds from bond issuances – – 24,853 217,722<br />

Proceeds from stock issuances 24,833 689 183 1,605<br />

Other—net – (1,027) (58) (505)<br />

Net cash provided by financing<br />

activities 3,450 3,868 15,213 133,277<br />

NET INCREASE (DECREASE) IN CASH AND<br />

CASH EQUIVALENTS 8,920 (1,840) (2,070) (18,127)<br />

CASH AND CASH EQUIVALENTS, BEGINNING<br />

OF YEAR 5,264 14,184 12,344 108,135<br />

CASH AND CASH EQUIVALENTS, END OF YEAR ¥ 14,184 ¥ 12,344 ¥ 10,274 $ 90,008<br />

- 6 - (Continued)


<strong>Pacific</strong> <strong>Golf</strong> <strong>Group</strong> <strong>International</strong> <strong>Holdings</strong> <strong>KK</strong> <strong>and</strong> <strong>Consolidated</strong> Subsidiaries<br />

<strong>Consolidated</strong> Statements of Cash Flows<br />

Years Ended December 31, 2005, 2006 <strong>and</strong> 2007<br />

Thous<strong>and</strong>s of<br />

U.S. Dollars<br />

Millions of Yen<br />

(Note 1)<br />

2005 2006 2007 2007<br />

SUPPLEMENTAL DISCLOSURE OF CASH<br />

FLOW INFORMATION (Note 2.a):<br />

Increase in assets <strong>and</strong> liabilities on<br />

acquisition of subsidiaries:<br />

Current assets ¥ (43,164) ¥ (661) ¥ (1,020) $ (8,938)<br />

Non-current assets (72,855) (1,031) (13,177) (115,444)<br />

Goodwill (6,421) (2,661) (4,260) (37,316)<br />

Current liabilities 56,633 147 2,962 25,951<br />

Non-current liabilities 33,539 1,010 5,485 48,052<br />

Minority interests – – 73 643<br />

Acquisition cost (32,268) (3,196) (9,937) (87,052)<br />

Offset with loan receivable – – 350 3,066<br />

Acquired in prior period – – 0 1<br />

In-kind contribution – – 750 6,570<br />

Cash <strong>and</strong> cash equivalents acquired 38,844 539 666 5,833<br />

Payment for purchase of subsidiaries, net<br />

of cash <strong>and</strong> cash equivalents acquired ¥ 6,576 ¥ (2,657) ¥ (8,171) $ (71,582)<br />

Increase in assets <strong>and</strong> liabilities on purchase<br />

of business:<br />

Current assets ¥ 108 – ¥ 66 $ 578<br />

Non-current assets 4,612 ¥ 7,359 2,121 18,582<br />

Total assets ¥ 4,720 ¥ 7,359 ¥ 2,187 $ 19,160<br />

Current liabilities – ¥ 248 ¥ 11 $ 93<br />

Non-current liabilities – 231 13 115<br />

Total liabilities – ¥ 479 ¥ 24 $ 208<br />

See notes to consolidated financial statements.<br />

- 7 - (Concluded)


<strong>Pacific</strong> <strong>Golf</strong> <strong>Group</strong> <strong>International</strong> <strong>Holdings</strong> <strong>KK</strong> <strong>and</strong> <strong>Consolidated</strong> Subsidiaries<br />

Notes to <strong>Consolidated</strong> Financial Statements<br />

Years Ended December 31, 2005, 2006 <strong>and</strong> 2007<br />

1. BASIS OF PRESENTING CONSOLIDATED FINANCIAL STATEMENTS<br />

The accompanying consolidated financial statements have been prepared in accordance with<br />

the provisions set forth in the Japanese Securities <strong>and</strong> Exchange Law <strong>and</strong> its related accounting<br />

regulations <strong>and</strong> in conformity with accounting principles generally accepted in Japan ("Japanese<br />

GAAP"), which are different in certain respects as to application <strong>and</strong> disclosure requirements of<br />

<strong>International</strong> Financial Reporting St<strong>and</strong>ards.<br />

On December 27, 2005, the Accounting St<strong>and</strong>ards Board of Japan (the "ASBJ") published a new<br />

accounting st<strong>and</strong>ard for the statement of changes in equity, which is effective for fiscal years<br />

ending on or after May 1, 2006. The consolidated statement of shareholders' equity, which was<br />

previously voluntarily prepared in line with international accounting practices, is now required<br />

under Japanese GAAP <strong>and</strong> has been renamed "the consolidated statement of changes in equity"<br />

from 2006 fiscal year.<br />

In preparing these consolidated financial statements, certain reclassifications <strong>and</strong><br />

rearrangements have been made to the consolidated financial statements issued domestically in<br />

order to present them in a form which is more familiar to readers outside Japan. In addition,<br />

certain reclassifications have been made in the 2005 <strong>and</strong> 2006 financial statements to conform<br />

to the classifications used in 2007.<br />

The consolidated financial statements are stated in Japanese yen, the currency of the country in<br />

which <strong>Pacific</strong> <strong>Golf</strong> <strong>Group</strong> <strong>International</strong> <strong>Holdings</strong> <strong>KK</strong> (the "Company") is incorporated <strong>and</strong><br />

operates. The translations of Japanese yen amounts into U.S. dollar amounts are included solely<br />

for the convenience of readers outside Japan <strong>and</strong> have been made at the rate of ¥114.15 to $1,<br />

the approximate rate of exchange at December 31, 2007. Such translations should not be<br />

construed as representations that the Japanese yen amounts could be converted into U.S. dollars<br />

at that or any other rate.<br />

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES<br />

a. Consolidation—The consolidated financial statements as of December 31, 2007 include the<br />

accounts of the Company <strong>and</strong> its 33 significant (43 in 2006 <strong>and</strong> 39 in 2005) subsidiaries<br />

(together, the "<strong>Group</strong>"). These significant subsidiaries include <strong>Pacific</strong> <strong>Golf</strong> Management<br />

K.K., <strong>Pacific</strong> <strong>Golf</strong> Properties K.K., K.K. Chisan, K.K. Hatano Country Club, Nihon <strong>Golf</strong><br />

Shinko (Okinawa) K.K. <strong>and</strong> Taiyo Ryokka K.K.<br />

Under the control or influence concept, those companies in which the Company, directly<br />

or indirectly, is able to exercise control over operations are fully consolidated, <strong>and</strong> those<br />

companies over which the <strong>Group</strong> has the ability to exercise significant influence are<br />

accounted for by the equity method. During the three-year period ended December 31,<br />

2007, there have been no companies accounted for by the equity method.<br />

Goodwill, representing the excess of the Company's investments in subsidiaries over the fair<br />

value of the net assets of the acquired subsidiaries at the date of acquisition, is being<br />

amortized by the straight-line method over a period of 20 years.<br />

- 8 -


Additional amortization of consolidation goodwill is recognized when deferred tax assets<br />

for the net operating loss carryforward, which should have been recognized upon the<br />

acquisition of a new subsidiary, are recognized. The improved financial condition of the<br />

subsidiary, whose deferred tax assets for the net operating tax loss carryforward were not<br />

fully recorded upon the acquisition, may result in the reduction of the valuation allowance<br />

for the relevant deferred tax assets. In such case, the corresponding consolidation goodwill,<br />

which would have been lower if the deferred tax assets were fully recognized upon the<br />

acquisition, is additionally amortized by the same amount as the additional deferred tax<br />

asset recognized.<br />

All significant intercompany balances <strong>and</strong> transactions have been eliminated in<br />

consolidation. All material unrealized profit included in assets resulting from transactions<br />

within the <strong>Group</strong> is eliminated.<br />

During the fiscal year ended December 31, 2005, the <strong>Group</strong> acquired all of the outst<strong>and</strong>ing<br />

shares of Japan <strong>Golf</strong> Shinko K.K., Nihon <strong>Golf</strong> Shinko (Okinawa) K.K., K.K. Miyazaki Kokusai<br />

<strong>Golf</strong> Club, Taiyo Ryokka K.K. <strong>and</strong> Chitose Shoji K.K., which became consolidated<br />

subsidiaries upon the share acquisition. On the other h<strong>and</strong>, the <strong>Group</strong> sold the entire<br />

equity interest in Akita <strong>Golf</strong> Club K.K. in March 2005, which was then deconsolidated.<br />

With the other acquisitions <strong>and</strong> new company establishments, the number of the<br />

consolidated subsidiaries increased to 39 at December 31, 2005.<br />

During the fiscal year ended December 31, 2006, the <strong>Group</strong> acquired all of the outst<strong>and</strong>ing<br />

shares of Kishigawa <strong>Golf</strong> Club K.K., Nakamine <strong>Golf</strong> Club K.K., Kitakata <strong>Golf</strong> Club K.K., Y.K.<br />

Kaga Central <strong>Golf</strong> Club <strong>and</strong> Tajimi-Kita Kaihatsu Y.K., which became consolidated<br />

subsidiaries upon the share acquisition. On the other h<strong>and</strong>, the <strong>Group</strong> sold the entire<br />

equity interest in Kurobane <strong>Golf</strong> Club K.K. in January 2006, which was then<br />

deconsolidated. Together with the restructuring activities within the <strong>Group</strong>, such as a<br />

merger of K.K. Chisan <strong>and</strong> Japan <strong>Golf</strong> Shinko K.K. <strong>and</strong> a few spin-offs, <strong>and</strong> dispositions, the<br />

number of consolidated subsidiaries at December 31, 2006 amounted to 43.<br />

During the fiscal year ended December 31, 2007, the <strong>Group</strong> acquired all of the outst<strong>and</strong>ing<br />

shares of K.K. Daisen Ark Country Club, Tosa Yamada Kanko Kaihatsu K.K., PGPAH4 K.K.,<br />

PGPAH5 K.K., Kitahiroshima <strong>Golf</strong> <strong>and</strong> Resort K.K., Hananoki <strong>Golf</strong> Club K.K., K.K. Shinko<br />

<strong>Golf</strong> Club <strong>and</strong> BIP HOLDINGS Co., Ltd., which became consolidated subsidiaries upon the<br />

share acquisition. On the other h<strong>and</strong>, the <strong>Group</strong> sold the entire equity interests in Y.K.<br />

Kaga Central <strong>Golf</strong> Club <strong>and</strong> Asahikawa Country Club <strong>KK</strong>, which were then deconsolidated.<br />

As a result of several intragroup mergers, including a merger of the Company <strong>and</strong> <strong>Pacific</strong><br />

<strong>Golf</strong> <strong>Group</strong> K.K. on December 26, 2007, <strong>and</strong> one subsidiary liquidation, the number of<br />

consolidated subsidiaries at December 31, 2007 decreased to 33.<br />

b. Business Combination—In October 2003, the Business Accounting Council (the "BAC")<br />

issued a Statement of Opinion, "Accounting for Business Combinations," <strong>and</strong> on December<br />

27, 2005, the ASBJ issued ASBJ Statement No. 7, "Accounting St<strong>and</strong>ard for Business<br />

Separations" <strong>and</strong> ASBJ Guidance No. 10, "Guidance for Accounting St<strong>and</strong>ard for Business<br />

Combinations <strong>and</strong> Business Separations." These new accounting pronouncements are<br />

effective for fiscal years beginning on or after April 1, 2006.<br />

The accounting st<strong>and</strong>ard for business combinations allows companies to apply the pooling<br />

of interests method of accounting only when certain specific criteria are met such that the<br />

business combination is essentially regarded as a uniting-of-interests.<br />

For business combinations that do not meet the uniting-of-interests criteria, the business<br />

combination is considered to be an acquisition <strong>and</strong> the purchase method of accounting is<br />

required. This st<strong>and</strong>ard also prescribes the accounting for combinations of entities under<br />

common control <strong>and</strong> for joint ventures.<br />

- 9 -


The <strong>Group</strong> adopted the new accounting st<strong>and</strong>ard for business combinations <strong>and</strong> business<br />

separations as of January 1, 2007.<br />

c. Cash Equivalents—Cash equivalents are short-term investments that are readily<br />

convertible into cash <strong>and</strong> that are exposed to insignificant risk of changes in value. Cash<br />

equivalents include ordinary deposits <strong>and</strong> current deposits.<br />

d. Inventories—Merch<strong>and</strong>ise inventories are stated at cost determined by the first-in, first-out<br />

method. Real estate held for resale is stated at cost determined by the specific identification<br />

method, while supplies are stated at cost determined by the most recent purchase price<br />

method.<br />

e. Investment Securities—Investment securities held by the <strong>Group</strong> are classified as<br />

available-for-sale securities. Marketable available-for-sale securities are reported at fair<br />

value, with unrealized gains <strong>and</strong> losses, net of applicable taxes, reported in a separate<br />

component of equity; the cost of securities sold is determined by the moving-average<br />

method. Non-marketable available-for-sale securities are stated at cost determined by the<br />

moving-average method. For other than temporary declines in fair value, investment<br />

securities are reduced to net realizable value by a charge to income.<br />

f. Property <strong>and</strong> Equipment—Property <strong>and</strong> equipment are stated at cost. Depreciation is<br />

computed substantially by the straight-line method based on the estimated useful lives of<br />

the assets. The range of useful lives is principally from 2 to 65 years for buildings <strong>and</strong><br />

structures <strong>and</strong> from 2 to 30 years for machinery <strong>and</strong> equipment as well as for furniture <strong>and</strong><br />

fixtures.<br />

As at January 1, 2006, certain subsidiaries, which had previously applied the<br />

declining-balance method, adopted the straight-line method in order to conform with the<br />

<strong>Group</strong>'s accounting policy. The effect of this change was to increase income before income<br />

taxes <strong>and</strong> minority interests for the year ended December 31, 2006 by ¥535 million.<br />

g. Long-lived Assets—In August 2002, the BAC issued a Statement of Opinion, "Accounting<br />

for Impairment of Fixed Assets," <strong>and</strong> in October 2003 the ASBJ issued ASBJ Guidance No. 6,<br />

"Guidance for Accounting St<strong>and</strong>ard for Impairment of Fixed Assets." These new<br />

pronouncements were effective for fiscal years beginning on or after April 1, 2005 with<br />

early adoption permitted for fiscal years ending on or after March 31, 2004.<br />

The <strong>Group</strong> adopted the new accounting st<strong>and</strong>ard for impairment of fixed assets as of<br />

January 1, 2006.<br />

The <strong>Group</strong> reviews its long-lived assets for impairment whenever events or changes in<br />

circumstance indicate the carrying amount of an asset or asset group may not be<br />

recoverable. An impairment loss is recognized if the carrying amount of an asset or asset<br />

group exceeds the sum of the undiscounted future cash flows expected to result from the<br />

continued use <strong>and</strong> eventual disposition of the asset or asset group. The impairment loss is<br />

measured as the amount by which the carrying amount of the asset exceeds its recoverable<br />

amount, which is the higher of the discounted cash flows from the continued use <strong>and</strong><br />

eventual disposition of the asset or the net selling price at disposition.<br />

The effect of adoption of the new accounting st<strong>and</strong>ard for impairment of fixed assets was to<br />

decrease income before income taxes <strong>and</strong> minority interests for the year ended December<br />

31, 2006 by ¥467 million.<br />

h. Other Assets—Other intangible assets, including software <strong>and</strong> long-term prepaid expenses,<br />

are carried at cost less accumulated amortization computed using the straight-line method.<br />

The estimated useful life of the software for amortization is 5 years.<br />

- 10 -


i. Bonuses to Directors <strong>and</strong> Corporate Auditors—Prior to the fiscal year ended December 31,<br />

2006, bonuses to directors <strong>and</strong> corporate auditors were accounted for as a reduction of<br />

retained earnings in the fiscal year following approval at the general shareholders meeting.<br />

The ASBJ issued ASBJ Practical Issues Task Force (PITF) No. 13, "Accounting Treatment for<br />

Bonuses to Directors <strong>and</strong> Corporate Auditors," which encouraged companies to record<br />

bonuses to directors <strong>and</strong> corporate auditors on the accrual basis with a related charge to<br />

income, but still permitted the direct reduction of such bonuses from retained earnings<br />

after approval of the appropriation of retained earnings.<br />

The ASBJ replaced the above accounting pronouncement by issuing a new accounting<br />

st<strong>and</strong>ard for bonuses to directors <strong>and</strong> corporate auditors on November 29, 2005. Under the<br />

new accounting st<strong>and</strong>ard, bonuses to directors <strong>and</strong> corporate auditors must be expensed<br />

<strong>and</strong> are no longer allowed to be directly charged to retained earnings. This accounting<br />

st<strong>and</strong>ard is effective for fiscal years ending on or after May 1, 2006. The companies must<br />

accrue bonuses to directors <strong>and</strong> corporate auditors at the year end to which such bonuses<br />

are attributable.<br />

The <strong>Group</strong> adopted this accounting st<strong>and</strong>ard from the fiscal year ended December 31, 2006.<br />

The effect of this change was to decrease income before income taxes <strong>and</strong> minority interests<br />

for the year ended December 31, 2006 by ¥21 million. The accrued bonuses to directors<br />

<strong>and</strong> corporate auditors as of December 31, 2006 were included in other current liabilities.<br />

Such bonuses related to the year ended December 31, 2005 were charged directly to<br />

retained earnings in 2006.<br />

j. Allowance for Doubtful Receivables—An allowance for doubtful accounts is provided<br />

against potential losses on collection at an amount measured by a historical bad debt ratio,<br />

plus an amount individually measured on collectibility of receivables that are expected to<br />

be uncollectible due to bad financial condition or insolvency.<br />

k. Employees' Retirement Benefits—The <strong>Group</strong> has an unfunded termination allowance plan<br />

covering substantially all of its employees. The <strong>Group</strong> accounts for the liability for<br />

retirement benefits based on projected benefit obligations at the balance sheet date. The<br />

actuarial gain or loss calculated at the end of each fiscal year is amortized by the<br />

straight-line method over 5 years, which is below the employees' average residual service<br />

period, starting from the following fiscal year.<br />

l. Retirement Allowances for Directors <strong>and</strong> Corporate Auditors—Retirement allowances for<br />

directors <strong>and</strong> corporate auditors are recorded to state the liability at the amount that would<br />

be required if all directors <strong>and</strong> corporate auditors retired at each balance sheet date.<br />

Prior to January 1, 2005, no provision was recorded for retirement benefits to the<br />

Company's directors <strong>and</strong> corporate auditors. Effective January 1, 2005, however, the<br />

Company changed its accounting method for such retirement benefits to an accrual basis to<br />

reflect periodic income <strong>and</strong> expenses more appropriately due to the reformation of the<br />

regulation on directors' <strong>and</strong> corporate auditors' retirement allowance. The effect of this<br />

change was to decrease income before income taxes <strong>and</strong> minority interests for the year<br />

ended December 31, 2005 by ¥39 million, which included a cumulative effect of<br />

¥15 million at December 31, 2004. This cumulative effect was included in other expenses<br />

in the 2005 statement of income.<br />

m. Allowance for Point System—The <strong>Group</strong> introduced a point system as a reward to its<br />

customers for the year ended December 31, 2007. Accordingly, an allowance for point<br />

system is provided against the expenses from future use of points awarded to customers<br />

through point cards. The amount of allowance is estimated based on the actual point usage<br />

rates by awarded customers, which is included in other current liabilities of consolidated<br />

balance sheets. The effect of applying this accounting policy was to decrease income before<br />

income taxes <strong>and</strong> minority interests for the year ended December 31, 2007 by ¥22 million<br />

($197 thous<strong>and</strong>).<br />

- 11 -


n. Allowance for Special Shareholder Benefits—For the year ended December 31, 2007, the<br />

<strong>Group</strong> introduced "Special Shareholder Benefit" program to offer hospitality to its<br />

shareholders. Corresponding to the introduction of such program, an allowance for special<br />

shareholder benefits is provided against the expense from future utilization of granted<br />

benefits. The amount of allowance is estimated based on the historical use of shareholder<br />

benefits, which is included in other current liabilities of consolidated balance sheets. The<br />

effect of applying this accounting policy was to decrease income before income taxes <strong>and</strong><br />

minority interests for the year ended December 31, 2007 by ¥8 million ($71 thous<strong>and</strong>).<br />

o. Leases—All leases are accounted for as operating leases. Under Japanese accounting<br />

st<strong>and</strong>ards for leases, finance leases that deem to transfer ownership of the leased property to<br />

the lessee are to be capitalized, while other finance leases are permitted to be accounted for<br />

as operating lease transactions if certain "as if capitalized" information is disclosed in the<br />

notes to the lessee's financial statements.<br />

p. Income Taxes—The provision for income taxes is computed based on the pretax income<br />

included in the consolidated statements of income. The asset <strong>and</strong> liability approach is used<br />

to recognize deferred tax assets <strong>and</strong> liabilities for the expected future tax consequences of<br />

temporary differences between the carrying amounts <strong>and</strong> the tax bases of assets <strong>and</strong><br />

liabilities. Deferred taxes are measured by applying currently enacted tax laws to the<br />

temporary differences.<br />

Certain of the consolidated subsidiaries file a tax return under the consolidated<br />

corporate-tax system from the fiscal year ended December 31, 2005, which allows such<br />

companies to base tax payments on the combined profits or losses of the filing companies<br />

<strong>and</strong> their wholly owned subsidiaries.<br />

q. Accounting for Consumption Taxes—The consumption taxes imposed on revenue from<br />

customers for the <strong>Group</strong>'s services are withheld by the <strong>Group</strong> <strong>and</strong> subsequently paid to the<br />

government. The consumption tax withheld upon receipt of revenue <strong>and</strong> the consumption<br />

tax paid by the <strong>Group</strong> on the purchase of products, merch<strong>and</strong>ise <strong>and</strong> services from vendors<br />

are not included in the related accounts in the accompanying consolidated statements of<br />

income. The consumption tax paid is generally offset against the balance of consumption<br />

tax collected, <strong>and</strong> net overpayment is included in current assets <strong>and</strong> net overwithholding is<br />

included in current liabilities.<br />

r. Stock Options—On December 27, 2005, the ASBJ issued "Accounting St<strong>and</strong>ard for Stock<br />

Options" <strong>and</strong> related guidance. The new st<strong>and</strong>ard <strong>and</strong> guidance are applicable to stock<br />

options newly granted on <strong>and</strong> after May 1, 2006.<br />

This st<strong>and</strong>ard requires companies to recognize compensation expense for employee stock<br />

options based on the fair value at the date of grant <strong>and</strong> over the vesting period as<br />

consideration for receiving goods or services. The st<strong>and</strong>ard also requires companies to<br />

account for stock options granted to non-employees based on the fair value of either the<br />

stock option or the goods or services received. In the balance sheet, the stock option is<br />

presented as a stock acquisition right as a separate component of equity until exercised.<br />

The st<strong>and</strong>ard covers equity-settled, share-based payment transactions, but does not cover<br />

cash-settled, share-based payment transactions. In addition, the st<strong>and</strong>ard allows unlisted<br />

companies to measure options at their intrinsic value if they cannot reliably estimate fair<br />

value.<br />

The <strong>Group</strong> adopted this accounting st<strong>and</strong>ard for those stock options granted on <strong>and</strong> after<br />

May 1, 2006; <strong>and</strong>, accordingly, certain information relating to previously granted stock<br />

options has been disclosed (see Note 9). The effect of this change was to decrease income<br />

before income taxes <strong>and</strong> minority interests for the year ended December 31, 2006 by<br />

¥171 million.<br />

- 12 -


s. Appropriations of Retained Earnings—Appropriations of retained earnings are reflected in<br />

the financial statements for the following year upon shareholders' approval.<br />

t. Derivatives <strong>and</strong> Hedging Activities—The <strong>Group</strong> enters into derivatives, in the normal<br />

course of business, to reduce the exposure to fluctuations in interest rates. The primary<br />

derivatives used by the <strong>Group</strong> are interest-rate swaps in 2005 <strong>and</strong> interest-rate caps in 2006<br />

<strong>and</strong> 2007.<br />

It is the <strong>Group</strong>'s policy to use derivatives only for the purpose of reducing interest rate risks<br />

associated with borrowings, <strong>and</strong> the <strong>Group</strong> does not hold or issue derivatives for trading or<br />

speculative purposes.<br />

Derivative financial instruments are classified <strong>and</strong> accounted for as follows: (a) for those<br />

derivatives recognized as either assets or liabilities <strong>and</strong> measured at fair value, <strong>and</strong> gains or<br />

losses on derivative transactions are recognized in the income statement <strong>and</strong> (b) for<br />

derivatives qualifying for hedge accounting because of high correlation <strong>and</strong> effectiveness<br />

between the hedging instruments <strong>and</strong> the hedged items, gains or losses are deferred until<br />

maturity of the hedged transactions.<br />

Derivative transactions entered into by the <strong>Group</strong> have been made in accordance with<br />

internal policies which regulate the authorization.<br />

u. Presentation of Equity—On December 9, 2005, the ASBJ published a new accounting<br />

st<strong>and</strong>ard for presentation of equity. Under this accounting st<strong>and</strong>ard, certain items which<br />

were previously presented as liabilities are now presented as components of equity. Such<br />

items include stock acquisition rights, minority interests, <strong>and</strong> any deferred gain or loss on<br />

derivatives accounted for under hedge accounting. This st<strong>and</strong>ard was effective for fiscal<br />

years ending on or after May 1, 2006. The consolidated balance sheets as of December 31,<br />

2006 <strong>and</strong> 2007 are presented in line with this new accounting st<strong>and</strong>ard.<br />

v. Per Share Information—Basic net income per share is computed by dividing net income<br />

available to common shareholders by the weighted-average number of common shares<br />

outst<strong>and</strong>ing for the period, retroactively adjusted for stock splits.<br />

Diluted net income per share reflects the potential dilution that could occur if securities<br />

were exercised or converted into common stock. Diluted net income per share of common<br />

stock assumes full exercise of dilutive outst<strong>and</strong>ing stock option rights <strong>and</strong> full conversion of<br />

the outst<strong>and</strong>ing convertible preferred stocks at the beginning of the year <strong>and</strong> warrant bonds<br />

at the time of issuance, with an applicable adjustment for related interest expense, net of<br />

tax.<br />

w. New Accounting Pronouncements<br />

Measurement of Inventories—Under Japanese GAAP, inventories are currently measured<br />

either by the cost method, or at the lower of cost or market. On July 5, 2006, the ASBJ<br />

issued ASBJ Statement No. 9, "Accounting St<strong>and</strong>ard for Measurement of Inventories," which<br />

is effective for fiscal years beginning on or after April 1, 2008 with early adoption<br />

permitted. This st<strong>and</strong>ard requires that inventories held for sale in the ordinary course of<br />

business be measured at the lower of cost or net selling value, which is defined as the selling<br />

price less additional estimated manufacturing costs <strong>and</strong> estimated direct selling expenses.<br />

The replacement cost may be used in place of the net selling value, if appropriate. The<br />

st<strong>and</strong>ard also requires that inventories held for trading purposes be measured at the market<br />

price.<br />

Lease Accounting—On March 30, 2007, the ASBJ issued ASBJ Statement No. 13,<br />

"Accounting St<strong>and</strong>ard for Lease Transactions," which revised the existing accounting<br />

st<strong>and</strong>ard for lease transactions issued on June 17, 1993.<br />

- 13 -


Under the existing accounting st<strong>and</strong>ard, finance leases that deem to transfer ownership of<br />

the leased property to the lessee are to be capitalized, however, other finance leases are<br />

permitted to be accounted for as operating lease transactions if certain "as if capitalized"<br />

information is disclosed in the note to the lessee's financial statements.<br />

The revised accounting st<strong>and</strong>ard requires that all finance lease transactions should be<br />

capitalized. The revised accounting st<strong>and</strong>ard for lease transactions is effective for fiscal<br />

years beginning on or after April 1, 2008 with early adoption permitted for fiscal years<br />

beginning on or after April 1, 2007.<br />

3. INVESTMENT SECURITIES<br />

Investment securities as of December 31, 2005, 2006 <strong>and</strong> 2007 consisted of the following:<br />

Thous<strong>and</strong>s of<br />

Millions of Yen U.S. Dollars<br />

2005 2006 2007 2007<br />

Non-current:<br />

Marketable equity securities ¥ 2 ¥1 – –<br />

Non-marketable equity securities 20 8 ¥7 $ 65<br />

Total ¥ 22 ¥9 ¥7 $ 65<br />

The carrying amounts <strong>and</strong> aggregate fair values of investment securities at December 31, 2005<br />

<strong>and</strong> 2006 were as follows:<br />

December 31, 2005 Cost<br />

Millions of Yen<br />

Unrealized<br />

Gains<br />

Unrealized<br />

Losses<br />

Fair<br />

Value<br />

Securities classified as<br />

available-for-sale—Equity securities ¥1 ¥1 – ¥2<br />

December 31, 2006<br />

Securities classified as<br />

available-for-sale—Equity securities 1 0 – 1<br />

Available-for-sale securities whose fair value is not readily determinable as of December 31,<br />

2005, 2006 <strong>and</strong> 2007 were as follows:<br />

Carrying Amount<br />

Thous<strong>and</strong>s of<br />

Millions of Yen U.S. Dollars<br />

2005 2006 2007 2007<br />

Available-for-sale—Equity securities ¥ 20 ¥8 ¥7 $ 65<br />

For other than temporary declines where fair values of securities at the end of the fiscal year<br />

become less than 50% of their acquisition costs, investment securities are reduced to net<br />

realizable value by a charge to income. For the years ended December 31, 2005, 2006 <strong>and</strong> 2007,<br />

no impairment losses for non-current marketable equity securities were recognized.<br />

- 14 -


Proceeds from sales of available-for-sale securities for the years ended December 31, 2005, 2006<br />

<strong>and</strong> 2007 were insignificant; therefore, the gross realized gains <strong>and</strong> losses on these sales have<br />

not been presented.<br />

4. INVENTORIES<br />

Inventories at December 31, 2005, 2006 <strong>and</strong> 2007 consisted of the following:<br />

Thous<strong>and</strong>s of<br />

Millions of Yen<br />

U.S. Dollars<br />

2005 2006 2007 2007<br />

Merch<strong>and</strong>ise ¥ 474 ¥ 634 ¥ 830 $ 7,269<br />

Real estate for sale 439 419 401 3,511<br />

Supplies 500 528 611 5,359<br />

Total ¥1,413 ¥1,581 ¥1,842 $ 16,139<br />

5. LONG-LIVED ASSETS<br />

The <strong>Group</strong> reviewed its long-lived assets for impairment as of the year ended December 31,<br />

2006 <strong>and</strong> recognized an impairment loss of ¥467 million as other expense due to the significant<br />

decline in the market value of the identified idle assets. The main impairment losses relate to<br />

buildings in Miyagi Prefecture (¥377 million) <strong>and</strong> l<strong>and</strong> in Tokyo, Chiba Prefecture <strong>and</strong><br />

Hiroshima Prefecture (¥77 million), all of which are classified as idle assets. The carrying<br />

amounts of the relevant assets were written down to the recoverable amounts.<br />

No impairment loss was recognized in 2007.<br />

6. BORROWINGS<br />

Short-term bank loans at December 31, 2005 <strong>and</strong> 2007 bear interest rates 3.089% <strong>and</strong> from<br />

0.913% to 2.000%, respectively.<br />

Long-term debt at December 31, 2005, 2006 <strong>and</strong> 2007 consisted of the following:<br />

Thous<strong>and</strong>s of<br />

Millions of Yen<br />

U.S. Dollars<br />

2005 2006 2007 2007<br />

Loans from banks <strong>and</strong> other financial<br />

institutions, due serially to 2012 with<br />

interest rates 2.745% for 2005, from<br />

1.295% to 2.218% for 2006, <strong>and</strong> from<br />

1.500% to 2.338% for 2007:<br />

Collateralized ¥ 98,100 ¥ 92,852 ¥ 87,730 $ 768,557<br />

Unsecured 22,064 14,584 127,762<br />

Total 98,100 114,916 102,314 896,319<br />

Less current portion (4,445) (6,336) (5,943) (52,067)<br />

Long-term debt, less current portion ¥ 93,655 ¥ 108,580 ¥ 96,371 $ 844,252<br />

- 15 -


Annual maturities of long-term debt at December 31, 2007, were as follows:<br />

Year Ending<br />

December 31<br />

Millions of Yen<br />

Thous<strong>and</strong>s of<br />

U.S. Dollars<br />

2008 ¥ 5,943 $ 52,067<br />

2009 8,463 74,143<br />

2010 10,036 87,919<br />

2011 76,470 669,912<br />

2012 1,402 12,278<br />

Total ¥ 102,314 $ 896,319<br />

The carrying amounts of assets pledged as collateral for long-term debt of ¥87,730 million<br />

($768,557 thous<strong>and</strong>) at December 31, 2007 were as follows:<br />

Millions of Yen<br />

Thous<strong>and</strong>s of<br />

U.S. Dollars<br />

Cash <strong>and</strong> cash equivalents ¥ 2,264 $ 19,838<br />

Receivables due from financial institution 7,153 62,659<br />

L<strong>and</strong> 113,571 994,930<br />

Buildings <strong>and</strong> structures 24,346 213,284<br />

Machinery <strong>and</strong> equipment 1,024 8,969<br />

Furniture <strong>and</strong> fixtures 1,829 16,024<br />

Construction in progress 30 262<br />

Other assets 1,058 9,265<br />

Total ¥ 151,275 $1,325,231<br />

General agreements with respective banks provide, as is customary in Japan, that additional<br />

collateral must be provided under certain circumstances if requested by the lender. The<br />

Company has never been requested to provide any additional collateral.<br />

The Company <strong>and</strong> two consolidated subsidiaries (<strong>Pacific</strong> <strong>Golf</strong> Management K.K. <strong>and</strong> <strong>Pacific</strong> <strong>Golf</strong><br />

Properties K.K.) have executed overdraft agreements with five banks in order to efficiently<br />

procure operating funds. At December 31, 2007, the aggregate available overdraft amounted to<br />

¥12,600 million ($110,381 thous<strong>and</strong>), out of which ¥2,000 million ($17,521 thous<strong>and</strong>) was<br />

used.<br />

On May 1, 2007, the Company issued ¥12,000 million ($105,125 thous<strong>and</strong>) of unsecured 1.0%<br />

Japanese yen convertible bonds with non-detachable warrants <strong>and</strong> ¥13,000 million<br />

($113,885 thous<strong>and</strong>) of unsecured zero coupon Japanese yen convertible bonds with<br />

non-detachable warrant. The 1.0% bonds are due May 1, 2012 while the zero coupon bonds are<br />

due April 28, 2017. The non-detachable warrants issued with both types of the bonds are<br />

exercisable at ¥178,425 ($1,563) per share while such exercise prices are subject to adjustments<br />

to reflect stock splits <strong>and</strong> certain other events. The warrants with 1.0% bonds are exercisable<br />

from May 15, 2007 through April 17, 2012 while those with zero coupon bonds are exercisable<br />

from May 15, 2007 through April 13, 2017. Upon exercise of the warrants, the bonds are<br />

convertible into the Company's common stocks. The issue prices of these bonds were 100% of<br />

the face value, <strong>and</strong> outst<strong>and</strong>ing number of the warrants <strong>and</strong> number of common shares to be<br />

issued upon exercise of the warrants are 2,400 warrants <strong>and</strong> 67,255 shares for 1.0% bonds <strong>and</strong><br />

2,600 warrants <strong>and</strong> 72,859 shares for zero coupon bonds, respectively, at December 31, 2007.<br />

- 16 -


The amounts stated as bonds with warrants in long-term liabilities include a bond portion <strong>and</strong> a<br />

warrant portion.<br />

7. EMPLOYEES' RETIREMENT BENEFITS<br />

The <strong>Group</strong> has a point-based unfunded employees' termination allowance plan covering<br />

substantially all of their employees. Under the <strong>Group</strong> plan, points are granted to each employee<br />

based upon the level of his or her salary every year. Employees are entitled to a lump-sum<br />

payment at the time of termination of their employment. Also, under the plan, employees are<br />

entitled to larger payments if the termination is involuntary, by retirement at the m<strong>and</strong>atory<br />

retirement age or by death.<br />

Liability for employees' retirement benefits at December 31, 2005, 2006 <strong>and</strong> 2007 consisted of<br />

the following:<br />

Thous<strong>and</strong>s of<br />

Millions of Yen<br />

U.S. Dollars<br />

2005 2006 2007 2007<br />

Projected benefit obligation ¥3,773 ¥3,437 ¥3,470 $ 30,398<br />

Unrecognized actuarial loss (158) (106) (155) (1,357)<br />

Net liability ¥3,615 ¥3,331 ¥3,315 $ 29,041<br />

The components of net periodic retirement benefit costs for the years ended December 31,<br />

2005, 2006 <strong>and</strong> 2007 are as follows:<br />

Thous<strong>and</strong>s of<br />

Millions of Yen U.S. Dollars<br />

2005 2006 2007 2007<br />

Service cost ¥ 660 ¥ 242 ¥ 282 $2,471<br />

Interest cost 41 53 51 443<br />

Recognized actuarial loss 29 34 34 297<br />

Net periodic retirement benefit costs ¥ 730 ¥ 329 ¥ 367 $3,211<br />

Assumptions used for the years ended December 31, 2005, 2006 <strong>and</strong> 2007 are as follows:<br />

2005 2006 2007<br />

Discount rate 1.5% 1.5% 1.5%<br />

Recognition period of actuarial gain/loss 5 years 5 years 5 years<br />

8. EQUITY<br />

On <strong>and</strong> after May 1, 2006, Japanese companies are subject to a new corporate law of Japan (the<br />

"Corporate Law"), which reformed <strong>and</strong> replaced the Commercial Code of Japan with various<br />

revisions that are, for the most part, applicable to events or transactions which occur on or after<br />

May 1, 2006 <strong>and</strong> for the fiscal years ending on or after May 1, 2006. The significant changes in<br />

the Corporate Law that affect financial <strong>and</strong> accounting matters are summarized below:<br />

- 17 -


a. Dividends<br />

Under the Corporate Law, companies can pay dividends at any time during the fiscal year<br />

in addition to the year-end dividend upon resolution at the shareholders meeting. For<br />

companies that meet certain criteria such as; (1) having the Board of Directors, (2) having<br />

independent auditors, (3) having the Board of Corporate Auditors, <strong>and</strong> (4) the term of<br />

service of the directors is prescribed as one year rather than two years of normal term by its<br />

articles of incorporation, the Board of Directors may declare dividends (except for dividends<br />

in kind) at any time during the fiscal year if the company has prescribed so in its articles of<br />

incorporation.<br />

The Corporate Law permits companies to distribute dividends-in-kind (non-cash assets) to<br />

shareholders subject to a certain limitation <strong>and</strong> additional requirements.<br />

Semiannual interim dividends may also be paid once a year upon resolution by the Board of<br />

Directors if the articles of incorporation of the company so stipulate. The Corporate Law<br />

provides certain limitations on the amounts available for dividends or the purchase of<br />

treasury stock. The limitation is defined as the amount available for distribution to the<br />

shareholders, but the amount of net assets after dividends must be maintained at no less<br />

than ¥3 million.<br />

b. Increases/Decreases <strong>and</strong> Transfer of Common Stock, Reserve <strong>and</strong> Surplus<br />

The Corporate Law requires that an amount equal to 10% of dividends must be<br />

appropriated as a legal reserve (a component of retained earnings) or as additional paid-in<br />

capital (a component of capital surplus) depending on the equity account charged upon the<br />

payment of such dividends until the total of aggregate amount of legal reserve <strong>and</strong><br />

additional paid-in capital equals 25% of the common stock. Under the Corporate Law, the<br />

total amount of additional paid-in capital <strong>and</strong> legal reserve may be reversed without<br />

limitation. The Corporate Law also provides that common stock, legal reserve, additional<br />

paid-in capital, other capital surplus <strong>and</strong> retained earnings can be transferred among the<br />

accounts under certain conditions upon resolution of the shareholders.<br />

c. Treasury Stock <strong>and</strong> Treasury Stock Acquisition Rights<br />

The Corporate Law also provides for companies to purchase treasury stock <strong>and</strong> dispose of<br />

such treasury stock by resolution of the Board of Directors. The amount of treasury stock<br />

purchased cannot exceed the amount available for distribution to the shareholders which is<br />

determined by specific formula.<br />

Under the Corporate Law, stock acquisition rights, which were previously presented as a<br />

liability, are now presented as a separate component of equity.<br />

The Corporate Law also provides that companies can purchase both treasury stock<br />

acquisition rights <strong>and</strong> treasury stock. Such treasury stock acquisition rights are presented as<br />

a separate component of equity or deducted directly from stock acquisition rights.<br />

Upon resolution <strong>and</strong> approval of the Board of Directors on December 13, 2004, the Company<br />

issued 1,000,000 new shares of common stock to LSF Transcontinental <strong>Holdings</strong> SCA ("LSFT"),<br />

the sole shareholder, at ¥5,000 per share through shareholder allocation on January 14, 2005.<br />

The Company's common stock <strong>and</strong> capital surplus increased by ¥2,500 million <strong>and</strong><br />

¥2,500 million, respectively.<br />

- 18 -


Upon resolution <strong>and</strong> approval of the Board of Directors on October 11, 2005, the Company<br />

issued 100,000 new shares of common stock to LSFT at ¥138,000 per share through third party<br />

allotment on October 14, 2005. The Company's common stock <strong>and</strong> capital surplus increased by<br />

¥6,900 million <strong>and</strong> ¥6,900 million, respectively.<br />

On December 14, 2005, the Company went public with the first section of the Tokyo Stock<br />

Exchange <strong>and</strong> issued 60,000 new shares of common stock at ¥106,400 per share through public<br />

offering. The Company's common stock <strong>and</strong> capital surplus increased by ¥2,601 million <strong>and</strong><br />

¥3,783 million, respectively.<br />

The exercise of stock acquisition rights issued under the stock option plans discussed in Note 9<br />

resulted in the issuance of 7,339 shares of the Company's common stock during the year ended<br />

December 31, 2006, <strong>and</strong> common stock <strong>and</strong> capital surplus increased by ¥358 million <strong>and</strong><br />

¥358 million, respectively.<br />

The exercise of stock acquisition rights issued under the stock option plans discussed in Note 9<br />

resulted in the issuance of 3,320 shares of the Company's common stock during the year ended<br />

December 31, 2007, <strong>and</strong> common stock <strong>and</strong> capital surplus increased by ¥96 million<br />

($836 thous<strong>and</strong>) <strong>and</strong> ¥95 million ($835 thous<strong>and</strong>), respectively.<br />

9. STOCK OPTION PLANS<br />

The Company has stock option plans for directors <strong>and</strong> key employees of the Company <strong>and</strong> its<br />

consolidated subsidiaries. Series 2 option plan was implemented in accordance with the Code<br />

while Series 3 option plan was introduced under the Corporate Law <strong>and</strong> accounted for by the<br />

new accounting st<strong>and</strong>ards as discussed at Note 2.r. The exercise price is subject to adjustment in<br />

certain circumstances, such as stock splits, stock consolidations, or stock issuances or disposal of<br />

treasury stock at a price lower than market value, based upon certain formulas, as defined.<br />

There are also certain restrictions in exercising the stock option rights.<br />

The stock options outst<strong>and</strong>ing as of December 31, 2007 are as follows:<br />

Stock<br />

Option<br />

Number<br />

of<br />

Persons<br />

Granted<br />

Number<br />

of<br />

Options<br />

Granted<br />

Date of<br />

Grant Exercise Price Exercise Period<br />

Series 2<br />

Class A<br />

Series 2<br />

Class B<br />

Series 3<br />

Class A<br />

84 54,100 shares 2006.3.24 ¥ 112,000 $ 981.17 June 13, 2006–<br />

March 23, 2011<br />

19 5,960 shares 2006.3.24 1 0.01 June 13, 2006–<br />

March 23, 2011<br />

107 5,810 shares 2006.9.20 112,000 981.17 September 20, 2006–<br />

September 19, 2011<br />

The stock option activity is as follows:<br />

For the Year Ended December 31, 2006<br />

Number of Shares<br />

Non-vested Series 2 Class A Series 2 Class B Series 3 Class A<br />

December 31, 2005—Outst<strong>and</strong>ing – – –<br />

Granted 54,100 5,960 5,810<br />

Vested (54,100) (5,960) ( 5,810)<br />

December 31, 2006—Outst<strong>and</strong>ing – – –<br />

- 19 -


Number of Shares<br />

Vested Series 2 Class A Series 2 Class B Series 3 Class A<br />

December 31, 2005—Outst<strong>and</strong>ing – – –<br />

Vested 54,100 5,960 5,810<br />

Exercised (5,956) (1,122) (261)<br />

Canceled (1,250) – (60)<br />

December 31, 2006—Outst<strong>and</strong>ing 46,894 4,838 5,489<br />

December 31, 2006—Exercisable 7,369 852 1,168<br />

For the Year Ended December 31, 2007<br />

Number of Shares<br />

Vested Series 2 Class A Series 2 Class B Series 3 Class A<br />

December 31, 2006—Outst<strong>and</strong>ing 46,894 4,838 5,489<br />

Vested – – –<br />

Exercised (1,564) (1,672) (84)<br />

Canceled (3,425) (233) (181)<br />

December 31, 2007—Outst<strong>and</strong>ing 41,905 2,933 5,224<br />

December 31, 2007—Exercisable 18,205 1,279 2,444<br />

Series 2 Class A Series 2 Class B Series 3 Class A<br />

Average stock price at exercise<br />

(yen) ¥143,313 ¥118,082 ¥147,500<br />

Average stock price at exercise<br />

(U.S. dollar) $1,255.48 $1,034.45 $1,292.16<br />

The fair value of the stock acquisition rights granted under Series 3 was estimated using the<br />

Black-Scholes option pricing model under the following assumptions:<br />

September 20,<br />

2006–<br />

September 19,<br />

2011<br />

September 20,<br />

2007–<br />

September 19,<br />

2011<br />

Exercise Period<br />

September 20,<br />

2008–<br />

September 19,<br />

2011<br />

September 20,<br />

2009–<br />

September 19,<br />

2011<br />

Fair value price at<br />

grant date ¥73,430 ¥76,224 ¥78,670 ¥82,310<br />

Volatility of share price 36.507% 36.786% 36.610% 38.003%<br />

Expected residual period 2.5 years 3.0 years 3.5 years 4.0 years<br />

Risk-free rate 0.7080% 0.7938% 0.8810% 0.9740%<br />

10. INCOME TAXES<br />

The Company <strong>and</strong> its subsidiaries are subject to Japanese national <strong>and</strong> local income taxes<br />

which, in the aggregate, resulted in a normal effective statutory tax rate of 40.49% for the years<br />

ended December 31, 2005, 2006 <strong>and</strong> 2007, respectively.<br />

- 20 -


Some of the subsidiaries, however, changed the normal effective statutory tax rate from 40.49%<br />

to 42.05% for the year ended December 31, 2007 because of non-applicability of pro forma<br />

st<strong>and</strong>ard taxation caused by capital reductions. The effect of this change was to increase<br />

deferred tax assets <strong>and</strong> deferred tax liabilities in the consolidated balance sheets by ¥155 million<br />

($1,361 thous<strong>and</strong>) <strong>and</strong> ¥804 million ($7,040 thous<strong>and</strong>), respectively.<br />

The tax effects of significant temporary differences <strong>and</strong> tax loss carryforwards which resulted in<br />

deferred tax assets <strong>and</strong> liabilities at December 31, 2005, 2006 <strong>and</strong> 2007 were as follows:<br />

Thous<strong>and</strong>s of<br />

Millions of Yen<br />

U.S. Dollars<br />

2005 2006 2007 2007<br />

Deferred tax assets:<br />

Current:<br />

Tax loss carryforwards ¥ 4,719 ¥ 4,352 ¥ 3,832 $ 33,568<br />

Accrued expenses 625 – – –<br />

Accrued enterprise tax 6 209 202 1,771<br />

Allowance for doubtful accounts 442 397 235 2,062<br />

Accrued bonuses 79 68 104 913<br />

Revenue received in advance 91 87 87 763<br />

Inventories 80 82 89 778<br />

Other 112 108 119 1,038<br />

Less—valuation allowance (1,382) (931) (687) (6,017)<br />

Total 4,772 4,372 3,981 34,876<br />

Non-current:<br />

Tax loss carryforwards 13,905 32,964 29,862 261,607<br />

Excess depreciation 11,018 1,874 1,935 16,948<br />

Allowance for doubtful accounts 10,544 387 415 3,637<br />

Impairment loss – 465 5,841 51,172<br />

Loss on valuation of fixed assets 3,024 5,369 5,540 48,534<br />

Employees' retirement benefits 1,755 1,349 1,386 12,142<br />

Loss on deferred hedge – 413 308 2,696<br />

Valuation differences of subsidiaries'<br />

assets at consolidation – 4,568 5,617 49,204<br />

Other 2,050 264 534 4,674<br />

Less—valuation allowance (42,294) (47,185) (50,420) (441,698)<br />

Less—offsetting with deferred tax<br />

liabilities (non-current) – (172) (269) (2,352)<br />

Total 2 296 749 6,564<br />

Total ¥ 4,774 ¥ 4,668 ¥ 4,730 $ 41,440<br />

Deferred tax liabilities—Non-current:<br />

Valuation differences of subsidiaries'<br />

assets at consolidation ¥ 21,459 ¥ 21,093 ¥ 22,421 $ 196,419<br />

Other – 34 26 227<br />

Less—offsetting with deferred tax<br />

assets (non-current) – (172) (269) (2,352)<br />

Total ¥ 21,459 ¥ 20,955 ¥ 22,178 $ 194,294<br />

- 21 -


A reconciliation between the normal effective statutory tax rates <strong>and</strong> the actual effective tax<br />

rates reflected in the accompanying consolidated statements of income for the years ended<br />

December 31, 2005, 2006 <strong>and</strong> 2007 is as follows:<br />

2005 2006 2007<br />

Normal effective statutory tax rate 40.49 % 40.49 % 40.49 %<br />

Valuation allowance ( 601.42) ( 40.57) ( 29.81)<br />

Taxation on per capita basis 20.49 3.04 2.57<br />

Amortization of consolidation goodwill 171.18 2.84 3.14<br />

Other—net 1.51 0.30 1.73<br />

Actual effective tax rate ( 367.75) % 6.10 % 18.12 %<br />

11. OPERATING EXPENSES<br />

Operating expenses for the years ended December 31, 2005, 2006 <strong>and</strong> 2007 consisted of the<br />

following:<br />

12. LEASES<br />

Thous<strong>and</strong>s of<br />

Millions of Yen U.S. Dollars<br />

2005 2006 2007 2007<br />

Payroll ¥ 15,540 ¥ 17,776 ¥ 19,623 $ 171,905<br />

Provision for accrued employee bonuses 193 179 225 1,975<br />

Provision for allowance for doubtful<br />

accounts 133 381 126 1,103<br />

Net periodic employee's retirement benefit<br />

costs 730 329 367 3,210<br />

Provision for accrued bonuses for<br />

directors <strong>and</strong> corporate auditors – 21 18 156<br />

Provision for retirement allowances for<br />

directors <strong>and</strong> corporate auditors 24 19 36 312<br />

Provision for allowance for point system – – 22 198<br />

Provision for allowance for special<br />

shareholder benefits – – 8 71<br />

Other 34,652 35,597 39,591 346,834<br />

Total ¥ 51,272 ¥ 54,302 ¥ 60,016 $ 525,764<br />

The <strong>Group</strong> leases certain machinery, furniture <strong>and</strong> fixtures, <strong>and</strong> computer software.<br />

Total rental expenses for the years ended December 31, 2005, 2006 <strong>and</strong> 2007 were ¥897 million,<br />

¥1,075 million <strong>and</strong> ¥1,238 million ($10,846 thous<strong>and</strong>), respectively, including ¥686 million,<br />

¥711 million <strong>and</strong> ¥784 million ($6,871 thous<strong>and</strong>) of lease payments under finance leases.<br />

- 22 -


Pro forma information of leased property such as acquisition cost, accumulated depreciation,<br />

obligation under finance lease, depreciation expense, interest expense <strong>and</strong> other information of<br />

finance leases that do not transfer ownership of the leased property to the lessee on an "as if<br />

capitalized" basis for the years ended December 31, 2005, 2006 <strong>and</strong> 2007 was as follows:<br />

Buildings<br />

<strong>and</strong><br />

Structures<br />

Machinery<br />

<strong>and</strong><br />

Equipment<br />

Millions of Yen<br />

December 31, 2005<br />

Furniture<br />

<strong>and</strong><br />

Fixtures Other Total<br />

Acquisition cost ¥9 ¥2,921 ¥ 446 ¥ 16 ¥3,392<br />

Accumulated depreciation 8 1,068 153 14 1,243<br />

Net leased property ¥1 ¥1,853 ¥ 293 ¥ 2 ¥2,149<br />

Buildings<br />

<strong>and</strong><br />

Structures<br />

Millions of Yen<br />

December 31, 2006<br />

Machinery<br />

<strong>and</strong><br />

Equipment<br />

Furniture<br />

<strong>and</strong><br />

Fixtures<br />

Total<br />

Acquisition cost ¥ 10 ¥3,068 ¥ 398 ¥3,476<br />

Accumulated depreciation 10 1,460 128 1,598<br />

Net leased property ¥ 0 ¥1,608 ¥ 270 ¥1,878<br />

Machinery<br />

<strong>and</strong><br />

Equipment<br />

Millions of Yen<br />

December 31, 2007<br />

Furniture<br />

<strong>and</strong><br />

Fixtures Other Total<br />

Acquisition cost ¥3,555 ¥ 221 ¥5 ¥3,781<br />

Accumulated depreciation 1,921 127 3 2,051<br />

Net leased property ¥1,634 ¥ 94 ¥2 ¥1,730<br />

Machinery<br />

<strong>and</strong><br />

Equipment<br />

Thous<strong>and</strong>s of U.S. Dollars<br />

December 31, 2007<br />

Furniture<br />

<strong>and</strong><br />

Fixtures Other Total<br />

Acquisition cost $ 31,144 $1,938 $ 42 $ 33,124<br />

Accumulated depreciation 16,832 1,109 30 17,971<br />

Net leased property $ 14,312 $ 829 $ 12 $ 15,153<br />

- 23 -


Obligations under finance leases:<br />

Thous<strong>and</strong>s of<br />

Millions of Yen<br />

U.S. Dollars<br />

2005 2006 2007 2007<br />

Due within one year ¥ 632 ¥ 666 ¥ 708 $ 6,204<br />

Due after one year 1,554 1,256 1,063 9,317<br />

Total ¥2,186 ¥1,922 ¥1,771 $ 15,521<br />

Depreciation expense <strong>and</strong> interest expense under finance leases:<br />

Thous<strong>and</strong>s of<br />

Millions of Yen<br />

U.S. Dollars<br />

2005 2006 2007 2007<br />

Depreciation expense ¥ 644 ¥ 666 ¥ 735 $6,440<br />

Interest expense 53 54 51 444<br />

Total ¥697 ¥ 720 ¥ 786 $6,884<br />

Depreciation expense <strong>and</strong> interest expense, which are not reflected in the accompanying<br />

consolidated statements of income, are computed by the straight-line method <strong>and</strong> the interest<br />

method, respectively.<br />

The future minimum lease payments under noncancelable operating leases as of December 31,<br />

2007 were as follows:<br />

Millions of Yen<br />

Thous<strong>and</strong>s of<br />

U.S. Dollars<br />

Due within one year ¥ 12 $ 103<br />

Due after one year 24 212<br />

Total ¥ 36 $ 315<br />

13. DERIVATIVES<br />

The <strong>Group</strong> enters into derivative transactions in the normal course of business to reduce the<br />

exposure to fluctuations in interest rates. The derivatives used by the <strong>Group</strong> are interest-rate<br />

swaps in 2005 <strong>and</strong> interest-rate caps in 2006 <strong>and</strong> 2007. The interest-rate swaps effectively<br />

convert some fixed rate debts to a floating basis, or convert some floating rate debts to a fixed<br />

basis. The interest-rate caps effectively limit the <strong>Group</strong>'s interest expense on specified amounts<br />

of floating-rate long-term debt to a maximum rate.<br />

The contract or notional amounts of derivatives, which are shown in the following tables, do<br />

not represent the amounts exchanged by the parties <strong>and</strong> do not measure the Company's<br />

exposure to credit or market risk.<br />

- 24 -


The fair values of the <strong>Group</strong>'s derivative financial instruments at December 31, 2005 are as<br />

follows:<br />

Contract<br />

Amount<br />

Millions of Yen<br />

Fair Unrealized<br />

Value Gain/Loss<br />

Interest-rate swaps:<br />

Receive fixed/pay floating ¥ 98,100 ¥ 313 ¥ 313<br />

Pay fixed/receive floating 98,100 (419) (419)<br />

Total ¥ 196,200 ¥ (106 ) ¥ (106)<br />

The fair values of the <strong>Group</strong>'s derivative financial instruments at December 31, 2007 are as<br />

follows:<br />

Contract<br />

Amount<br />

Millions of Yen<br />

Fair<br />

Value<br />

Unrealized<br />

Gain/Loss<br />

Thous<strong>and</strong>s of U.S. Dollars<br />

Fair<br />

Value<br />

Contract<br />

Amount<br />

Unrealized<br />

Gain/Loss<br />

Interest-rate caps ¥ 40,000 ¥ 33 ¥ (320) $ 350,416 $ 291 $ (2,806)<br />

Total ¥ 40,000 ¥ 33 ¥ (320) $ 350,416 $ 291 $ (2,806)<br />

All derivative financial instruments for the year ended December 31, 2006 qualified for hedge<br />

accounting. The related deferred gains/losses are recorded on the consolidated balance sheet at<br />

December 31, 2006, <strong>and</strong> are excluded from disclosure of market value information.<br />

14. NET INCOME PER SHARE<br />

Diluted net income per share for the year ended December 31, 2005 was not disclosed because<br />

there were no dilutive securities.<br />

Reconciliation of the differences between basic <strong>and</strong> diluted net income per share ("EPS") for the<br />

years ended December 31, 2006 <strong>and</strong> 2007 was as follows:<br />

Millions<br />

of Yen<br />

Thous<strong>and</strong>s<br />

of Shares Yen<br />

Net Weighted-average<br />

Year Ended December 31, 2006 Income Shares EPS<br />

Basic EPS—Net income available<br />

to common shareholders ¥8,671 1,172 ¥7,395.62<br />

Effect of dilutive securities—Stock<br />

acquisition rights (2) 20<br />

Diluted EPS—Net income for<br />

computation ¥8,669 1,192 ¥7,270.80<br />

- 25 -


Millions<br />

of Yen<br />

Thous<strong>and</strong>s<br />

of Shares Yen U.S. Dollars<br />

Year Ended Net Weighted-average<br />

December 31, 2007 Income Shares EPS<br />

Basic EPS—Net income<br />

available to common<br />

shareholders ¥9,546 1,180 ¥8,093.04 $ 70.90<br />

Effect of dilutive securities—<br />

Stock acquisition rights 6<br />

Warrant bonds 46 93<br />

Convertible preferred stocks (22)<br />

Diluted EPS—Net income<br />

for computation ¥9,570 1,279 ¥7,482.94 $ 65.55<br />

15. SEGMENT INFORMATION<br />

Information about industry segments, geographical segments <strong>and</strong> sales to foreign customers of<br />

the <strong>Group</strong> for the years ended December 31, 2005, 2006 <strong>and</strong> 2007, is as follows:<br />

(1) Industry Segments<br />

Net sales, operating income <strong>and</strong> total assets from industry segments other than the golf<br />

management business are not significant; therefore, industry segment information is not<br />

presented.<br />

(2) Geographical Segments<br />

As the <strong>Group</strong> was located <strong>and</strong> conducted its operations only in Japan, geographical segment<br />

information is not presented.<br />

(3) Sales to Foreign Customers<br />

As the <strong>Group</strong> did not have any sales to foreign customers, such information is not<br />

presented.<br />

* * * * * *<br />

- 26 -

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!