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April 23, 2015 Panasonic Information Systems Co., Ltd. Consolidated Financial Statements for the Year Ended March 31, 2015 [JGAAP] Name of the Company: Panasonic Information Systems Co., Ltd. Registered Stock Exchange: First Section, Tokyo Stock Exchange Code No.: 4283 URL: http://is-c.panasonic.co.jp/ Representative: Kazuhiro Maegawa, Representative Director and President Contact: Tatsuo Yoshikawa, Director Telephone: +81-6-6906-2801 Planned Date for the Regular Shareholders’ Meeting: June 19, 2015 Planned Dividend Payment Date: June 5, 2015 Planned Submission Date of the Annual Securities Report: June 22, 2015 Availability of Supplementary Briefing Material on Annual Results: Available Schedule of Annual Results Briefing Session: Scheduled (for institutional investors and analysts) (Amounts less than one million yen have been omitted.) 1. Operating Results and Financial Position for the Fiscal Year Ended March 31, 2015 (April 1, 2014–March 31, 2015) (1) Operating results (% shows the change from the previous year) Net sales Percentage change Operating income Percentage change Ordinary income Percentage change (¥ million) (%) (¥ million) (%) (¥ million) (%) Year ended March 31, 2015 38,646 6.4 4,394 (1.6) 4,436 (1.4) Year ended March 31, 2014 36,333 3.3 4,464 0.9 4,498 2.0 Note: Comprehensive income: Year ended March 31, 2015: ¥3,004 million (10.7%), Year ended March 31, 2014: ¥2,712 million (1.5%) Net income Percentage change Net income per share Diluted net income per share Return on equity Ratio of ordinary income to total assets Operating margin (¥ million) (%) (¥) (¥) (%) (%) (%) Year ended March 31, 2015 2,787 3.8 261.60 10.3 12.6 11.4 Year ended March 31, 2014 2,685 (0.6) 252.01 10.6 13.9 12.3 Reference: Investment profit or loss on the equity method:Year ended March 31, 2015: ¥- million, Year ended March 31, 2014: ¥- million (2) Financial positions Total assets Net assets Ratio of shareholders' equity to total assets Net assets per share (¥ million) (¥ million) (%) (¥) Year ended March 31, 2015 36,964 28,196 76.3 2,646.15 Year ended March 31, 2014 33,282 25,884 77.8 2,429.21 Reference: Shareholders’ equity: Year ended March 31, 2015: ¥28,196 million, Year ended March 31, 2014: ¥25,884 million

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Page 1: Panasonic Information Systems Co., Ltd. › en › ir › library › pdf › results...FY ended March 2015 10,656,000 shares FY ended March 2014 10,656,000 shares (b) Number of treasury

April 23, 2015

Panasonic Information Systems Co., Ltd. Consolidated Financial Statements for the Year Ended March 31, 2015 [JGAAP]

Name of the Company: Panasonic Information Systems Co., Ltd. Registered Stock Exchange: First Section, Tokyo Stock Exchange Code No.: 4283 URL: http://is-c.panasonic.co.jp/ Representative: Kazuhiro Maegawa, Representative Director and President Contact: Tatsuo Yoshikawa, Director Telephone: +81-6-6906-2801 Planned Date for the Regular Shareholders’ Meeting: June 19, 2015 Planned Dividend Payment Date: June 5, 2015 Planned Submission Date of the Annual Securities Report: June 22, 2015 Availability of Supplementary Briefing Material on Annual Results: Available Schedule of Annual Results Briefing Session: Scheduled (for institutional investors and analysts)

(Amounts less than one million yen have been omitted.)

1. Operating Results and Financial Position for the Fiscal Year Ended March 31, 2015 (April 1, 2014–March 31, 2015)

(1) Operating results (% shows the change from the previous year)

Net sales Percentage change

Operating income

Percentage change

Ordinary income

Percentage change

(¥ million) (%) (¥ million) (%) (¥ million) (%)

Year ended March 31, 2015 38,646 6.4 4,394 (1.6) 4,436 (1.4)

Year ended March 31, 2014 36,333 3.3 4,464 0.9 4,498 2.0

Note: Comprehensive income: Year ended March 31, 2015: ¥3,004 million (10.7%), Year ended March 31, 2014: ¥2,712 million (1.5%)

Net income Percentage change

Net income per share

Diluted net income per

share

Return on equity

Ratio of ordinary

income to total

assets

Operating margin

(¥ million) (%) (¥) (¥) (%) (%) (%)

Year ended March 31, 2015 2,787 3.8 261.60 - 10.3 12.6 11.4

Year ended March 31, 2014 2,685 (0.6) 252.01 - 10.6 13.9 12.3

Reference: Investment profit or loss on the equity method:Year ended March 31, 2015: ¥- million, Year ended March 31, 2014: ¥- million

(2) Financial positions

Total assets Net assets Ratio of shareholders'

equity to total assets Net assets per share

(¥ million) (¥ million) (%) (¥)

Year ended March 31, 2015 36,964 28,196 76.3 2,646.15

Year ended March 31, 2014 33,282 25,884 77.8 2,429.21

Reference: Shareholders’ equity: Year ended March 31, 2015: ¥28,196 million, Year ended March 31, 2014: ¥25,884 million

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(3) Cash flows

Cash flows from

operating activities Cash flows from

investing activities Cash flows from

financing activities

Cash and cash equivalents at the end

of the period

(¥ million) (¥ million) (¥ million) (¥ million)

Year ended March 31, 2015 3,037 (5,033) (872) 1,391

Year ended March 31, 2014 4,133 (4,479) (892) 4,260

2. Dividend

Annual dividend per share

Total dividend (Annual)

Payout ratio (Consolidated)

Dividends/ Net assets

(Consolidated) Q1 (¥) Q2 (¥) Q3 (¥) Year end

(¥) Annual

(¥) (¥ million) (%) (%)

Year ended March 31, 2014 - 32.50 - 32.50 65.00 692 25.8 2.7

Year ended March 31, 2015 - 32.50 - 32.50 65.00 692 24.8 2.5 Year ending March 31, 2016 (Forecast) - - - - - -

3. Forecast of Operating Results and Financial Position for the Fiscal Year Ending March 31, 2016

(April 1, 2015–March 31, 2016) (% shows the change from the previous year)

Net sales Percentage

change Operating

income Percentage

change Ordinary income

Percentage change

(¥ million) (%) (¥ million) (%) (¥ million) (%) First half ending September 30, 2015 18,100 4.3 2,000 14.5 2,000 12.9

Year ending March 31, 2015 - - - - - -

Net income Percentage change Net income per share

(¥ million) (%) (¥)

First half ending September 30, 2015 1,200 6.7 112.62

Year ending March 31, 2016 - - -

*Annotations (1) Significant changes in subsidiaries in the fiscal year (transfer of specified subsidiaries resulting in a

change in the scope of consolidation): None Newly accounted: 0 (Company name: ) Excluded from account: 0 (Company name: )

(2) Changes in accounting policy and accounting estimates, and restatements (a) Changes accompanying the revisions to items such as accounting standards: None (b) Other changes: None (c) Changes in accounting estimates: None (d) Restatements: None

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(3) Number of shares issued (common shares) (a) Number of shares issued at the end of the period (including treasury shares)

FY ended March 2015 10,656,000 shares FY ended March 2014 10,656,000 shares

(b) Number of treasury shares at the end of the period FY ended March 2015 372 shares FY ended March 2014 372 shares

(c) Average number of shares during the period FY ended March 2015 10,655,628 shares FY ended March 2014 10,655,628 shares

(Reference) Non-consolidated Financial Statements for the Year Ended March 31, 2015 1. Operating Results and Financial Position for the Fiscal Year Ended March 31, 2015

(April 1, 2014–March 31, 2015)

(1) Operating results (% shows the change from the previous year)

Net sales Percentage change

Operating income

Percentage change

Ordinary income

Percentage change

(¥ million) (%) (¥ million) (%) (¥ million) (%)

Year ended March 31, 2015 37,173 6.1 4,256 (2.5) 4,298 (2.4)

Year ended March 31, 2014 35,041 3.1 4,367 (0.7) 4,402 0.4

Net income Percentage change Net income per share Diluted net income per share

(¥ million) (%) (¥) (¥)

Year ended March 31, 2015 2.675 1.6 251.13 -

Year ended March 31, 2014 2.633 (2.2) 247.14 -

(2) Financial positions

Total assets Net assets Ratio of shareholders'

equity to total assets Net assets per share

(¥ million) (¥ million) (%) (¥)

Year ended March 31, 2015 36,284 28,651 79.0 2,688.88

Year ended March 31, 2014 32,800 26,628 81.2 2,499.05

Reference: Shareholders’ equity: Year ended March 31, 2015: ¥28,651 million, Year ended March 31, 2014: ¥26,628 million

* Information regarding the audit implementation status

These consolidated financial statements are not subject to the audit procedures based on the Japanese Financial Instruments

and Exchange Act. However, at the time of the disclosure of these consolidated financial statements, the financial statements audit

procedures based on the Act are being implemented.

* Explanation of the proper use of earnings projections and other notes

Forward-looking statements including the forecast of future earnings together with plans, strategies, targets and other matters

stated in this document have been prepared based on currently available information and certain preconditions which the Company

believes to be reasonable, therefore this document does not assure the realization of the plans and forecasts. Actual results may differ

from these forecasts due to their various uncertain factors and the internal and external conditional changes in business operation after

the announcement.

For the notes concerning the use of earnings forecasts, please refer to “1. Analysis of Operating Results” on page 2 of the

Consolidated Financial Statements for the Year Ended March 31, 2015 (Appendix).

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Table of Contents for Appendix

I. Analysis of Operating Results and the Financial Position 2 1. Analysis of Operating Results 2 2. Analysis of the Financial Position 5 3. Basic Policies of the Distribution of Profits, Dividends of the Fiscal Year

Ended March 2015 and the Year Ending March 2016 6 II. Corporate Group 7 III. Management Policies 9

1. Fundamental Corporate Management Policies 9 2. Medium- to Long-Term Management Strategy and Issues the Company

Must Work on 9 IV. Consolidated Financial Statements 10

1. Consolidated Balance Sheets 10 2. Consolidated Statements of Income and Comprehensive Income 12 3. Consolidated Statements of Changes in Net Assets 13 4. Consolidated Statements of Cash Flows 14 5. Notes on the Premise of a Going Concern 15 6. Notes to Consolidated Financial Statements 15

(Segment Information) 15 (Per Share Information) 15 (Significant Subsequent Events) 15 (Business Combination) 16 (Omission of Disclosure) 16

V. Non-Consolidated Financial Statements 17 1. Non-Consolidated Balance Sheets 17 2. Non-Consolidated Statements of Income 19 3. Non-Consolidated Statements of Changes in Net Assets 20 4. Notes on the Premise of a Going Concern 22 5. Changes in Important Items Forming the Basis of Preparation for the

Non-Consolidated Financial Statements 22 VI. Others 22

1. Order Backlog 22 2. Sales Performance 22

* Panasonic Information Systems Co., Ltd. is planning to hold a briefing session for investors as

detailed below. Information is to be posted on the corporate website immediately after the session.

- Thursday, April 23, 2015: Financial results presentation meeting for institutional investors and analysts

* Aside from the above session, Panasonic Information Systems Co., Ltd. holds similar meetings

to discuss the Company’s businesses and financial performance for individual investors. For more details including scheduled dates, please visit the corporate website.

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I. Analysis of Operating Results and the Financial Position

1. Analysis of Operating Results (1) Overview of the Fiscal Year Ended March 31, 2015

During the fiscal year ended March 31, 2015 (April 1, 2014 to March 31, 2015), the Japanese economy began to show a recovery in corporate earnings and employment, while uncertainty remained mainly from sluggish external demand and a reaction to a last-minute demand associated with the rise in the consumption tax. Besides, capital investment is increasing around the large companies, but there was no significant change in IT investment. As a result, the growth of the information service industry has remained almost unchanged.

In these business conditions, the Panasonic Information Systems Group formulated a medium-term management plan starting from FY 2013. The Group continued to press ahead to achieve the plan’s themes. These comprise the three themes of “reinforcing business in general market,” “reinforcing partnerships with the Panasonic Group” and “strengthening management practices.”

(a) Operating results of the Group for the fiscal year ended March 31, 2015

In the fiscal year ended March 31, 2015, the Group placed a particular emphasis on the expansion

of sales to clients in general market, and building and reinforcing partnerships in the Panasonic Group. In addition, the Group continued to drive forward the improvement of its management practices by containing costs, strengthening operating efficiency and other initiatives.

As a result, net sales increased, mainly due to increased orders in cloud services received from clients in the general market, and the launch of a new system operation and the progress of a system development project for the Panasonic Group. As for income, increased net sales and cost reductions by streamlining after the second quarter covered the decreased net sales in the first quarter. As a result, operating income and ordinary income were lower than those of the previous year, but net income was higher than that of the previous year.

(b) Breakdown of net sales by business for the fiscal year ended March 31, 2015

FY2013 FY2014 Change in net sales

(%)

Point difference in gross margin Net sales

(¥ million) Gross margin

(%) Net sales (¥ million)

Gross margin (%)

(i) System Services 22,250 22.1 22,726 22.0 2.1 (0.1)

(ii) System Solutions 14,082 17.7 15,920 16.9 13.0 (0.8)

Total 36,333 20.4 38,646 19.9 6.4 (0.5)

FY2013 FY2014

Change (%) Amount

(¥ million)

Composition ratio (%)

Amount (¥ million)

Composition ratio (%)

Net sales 36,333 100.0 38,646 100.0 6.4

Operating income 4,464 12.3 4,394 11.4 (1.6)

Ordinary income 4,498 12.4 4,436 11.5 (1.4)

Net income 2,685 7.4 2,787 7.2 3.8

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(i) System Services

Net sales increased by 2.1% from the previous year to 22,726 million yen, and the gross margin was 22.0% (22.1% in the previous year).

Net sales were higher than that of the previous year, as cloud services for general market and the new projects in system operations and system maintenance for the Panasonic Group increased, although the downward trend in service prices to existing clients continued.

The gross margin was lower than the ratio for the previous year, due to decreased sales associated with price decline and increased operators for increased new projects, although the Group continued to work on cost reduction by out-and-out efficiency in the management of system operations.

(ii) System Solutions

Net sales increased by 13.0% from the previous year to 15,920 million yen, and the gross margin was 16.9% (17.7% in the previous year).

During the fiscal year, this segment worked on several system development businesses for general market including the POS system for a large stadium, the video monitoring system for a station or public office. For the Panasonic Group, the Group launched a new project of the system development. As a result, net sales was higher than the result of the previous year, but the gross margin was lower than the ratio for the previous year.

(2) Forecast for the Fiscal Year Ending March 31, 2016

The Company and Panasonic Corporation (“Panasonic”) resolved at meetings of respective companies’ Board of Directors held on February 3, 2015 to conduct a share exchange (the “Share Exchange”) in order to make the Company a wholly-owned subsidiary of Panasonic, and both companies have executed a share exchange agreement (the “Share Exchange Agreement”). The Share Exchange is scheduled to be implemented after the Share Exchange Agreement is approved by resolution of the regular meeting of shareholders of the Company that is scheduled to be held on June 19, 2015. In addition, on the assumption that the Company would become a wholly-owned subsidiary of Panasonic upon the completion of the Share Exchange, Panasonic and the Company have commenced consultations concerning business succession by way of an assignment of business of Panasonic Corporation Corporate Information Systems Company from Panasonic to the Company around October 2015.

In light of this outlook, the Group’s consolidated financial results forecasts for the first half ending September 30, 2015 are net sales of 18,100 million yen, operating income of 2,000 million yen, ordinary income of 2,000 million yen, and net income of 1,200 million yen. We are refraining from releasing a finalized consolidated earnings forecast for FY2015 (April 1, 2015-March 31, 2016) given the circumstances we discussed above. That being said, assuming the share exchange with the parent company Panasonic is not approved at the 17th regular meeting of shareholders and the subsequent acquisition of the parent’s Corporate Information Systems Company does not take place, we estimate consolidated net sales of 38,000 million yen, operating income of 4,600 million yen, ordinary income of 4,600 million yen, and net income of 2,800 million yen.

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Risks Concerning Forecasts Forecasts described above have been made based on information available as of the date of the announcement and assumptions that seem to be reasonable, but actual results may differ from these forecasts.

Although possible risks are listed below, these are not all. Please also refer to the annual security report providing information on risks, uncertainties and other factors.

• Rapid changes in the Japanese economic conditions or demand for products and services • Trends of demand in industry • Shortages of raw materials or sharp rise in their prices • Changes in social infrastructure brought about by a rapid technological change • Trends in business concerning alliances and cooperation between the Group and other companies • The possibility of incurring expenses as a result of defects or flaws relating to products or services • Limitations on the use of the patents and other intellectual property of third parties • Changes in the market value of assets such as investment securities or the valuation of assets such as deferred

tax assets or other changes in accounting policies • Natural disasters such as an earthquake and other factors that could disrupt business activities

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2. Analysis of the Financial Position (1) Assets, liabilities and net assets

As of the end of the fiscal year ended March 31, 2015, total assets increased by 3,681 million yen (11.1%) from the end of the previous year to 36,964 million yen.

(a) Current assets

Current assets increased by 3,196 million yen (11.5%) from the end of the previous year to 31,009 million yen, mainly due to an increase of 295 million yen in deposits paid to Panasonic Corporation and an increase of 2,090 million yen in notes and accounts receivable-trade owing to increasing sales for the last month of the fiscal year.

(b) Noncurrent assets

Noncurrent assets increased by 485 million yen (8.9%) from the end of the previous year to 5,955 million yen, mainly due to an increase of investment in software.

(c) Current liabilities

Current liabilities increased by 1,523 million yen (23.8%) from the end of the previous year to 7,929 million yen mainly due to a 1,015 million yen increase in notes and accounts payable-trade due to the settlement of notes and accounts payable-trade and accounts payable for purchased equipment at the last month of the fiscal year

(d) Noncurrent liabilities

Mainly due to a decrease in net defined benefit liability, noncurrent liabilities decreased by 152 million yen (15.4%) from the end of the previous year to 838 million yen.

(e) Net assets

Net assets showed an increase of 2,311 million yen (8.9%) from the end of the previous year to 28,196 million yen as net income of 2,787 million yen was posted, and a year-end dividend of the previous year and an interim dividend of 692 million yen in total were paid.

(2) Cash flows

Cash and cash equivalents (hereinafter referred to as “funds”) at the end of the year ended March 31, 2015 decreased by 2,869 million yen from the end of the previous year to 1,391 million yen.

(a) Cash flows from operating activities

Funds generated from operating activities decreased by 1,096 million yen to 3,037 million yen from the previous year.

The main factors of the increase were as follows. Income before income taxes and minority interests amounted to 4,465 million yen; depreciation

and amortization amounted to 1,614 million yen; notes and accounts receivable-trade increased by 2,491 million yen; and income taxes paid amounted to 1,870 million yen.

(b) Cash flows from investing activities Funds used in investing activities decreased by 554 million yen to 5,033 million yen. This was mainly due to deposits paid to Panasonic Corporation amounted to 3,100 million yen and

purchase of property, plant and equipment amounted to 1,191 million yen.

(c) Cash flows from financing activities Funds used in financing activities decreased by 19 million yen to 872 million yen. This attributed to cash dividends paid which amounted to 694 million yen and repayments of finance lease obligations which amounted to 178 million yen.

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(d) Free cash flows

Due to the aforementioned operating and investing activities, free cash flows resulted in a cash outlay of 346 million yen (1,996 million yen in the previous year).

Reference: Indicators relative to cash flows

FY ended March 2011

FY ended March 2012

FY ended March 2013

FY ended March 2014

Ratio of shareholders’ equity to total assets (%) 78.8 79.2 77.8 76.3

Ratio of shareholders’ equity to total assets on a market value basis (%) 81.3 74.8 90.1 113.1

Cash flows to interest bearing debt (years) 0.2 0.1 0.1 0.1

Interest coverage ratio (times) 269.9 357.9 502.5 606.4

Ratio of shareholders’ equity to total assets: Shareholders’ equity/Total assets

Ratio of shareholders’ equity to total assets on a market value basis: Total market capitalization/Total assets

Cash flows to interest bearing debt: Interest-bearing debt/Cash flows from operating activities

Interest coverage ratio: Cash flows from operating activities/Interest payments

* All indicators are calculated using consolidated financial results. * Total market capitalization is calculated by multiplying the final share price at the end of the fiscal year by the total number of shares

issued exclusive of treasury shares. * Interest-bearing debt constitutes all liabilities included in the consolidated balance sheet concerning which interest is paid.

3. Basic Policies of the Distribution of Profits, and Dividends of the Fiscal Year Ended March 2015 and the

Year Ending March 2016 (1) Policy on determinations of dividends from surplus

We believe that providing returns to shareholders is one of the most important management issues. We have adopted a policy to actively and stably distribute surplus funds based on financial performance while keeping in mind the need to increase internal reserves for reinforcing management foundations and long term growth.

The Articles of Incorporation provide that March 31, September 30, and other days specified by the Board of Directors shall be the record dates for the dividends from surplus funds and that the Board of Directors shall be the decision-making body concerning the dividends from surplus funds. With respect to profit distribution, our bottom line is to maintain a stable dividend payout of 55 yen per share each year to our shareholders while making the distribution of profits to the greatest extent possible in accordance with our consolidated financial performance in a fundamental policy based on comprehensive considerations of our status of fund, financial standing, and payout ratio.

Internal reserves are allocated first to increasing corporate value and then to reinforcing financial constitution as well as capital investments with an eye towards future business growth and expansion, research and development of new technologies and new businesses, and human resource development.

(2) Dividends from surplus

The year-end dividend based on the record on March 31, 2015 will be 32.50 yen per share. This is the regular dividend (stable dividend of 27.50 yen and a performance-tied dividend of 5 yen). With regard to an interim dividend based on the record on September 30, 2014, we paid 32.50 yen per share (a stable dividend of 27.50 yen and a performance-tied dividend 5 yen). Therefore, the annual dividend will be 65 yen per share, and the payout ratio per share will be 24.8% on a consolidated basis.

We have also yet to finalize our dividend payout plan for FY2015, pending determining factors such as the completion of our earnings outlook. We will promptly disclose our dividend plans once they have been concluded.

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II. Corporate Group

The Group comprises Panasonic Information Systems Co., Ltd. and its three consolidated subsidiaries, and engages in the information service business.

Concrete business activities comprise system services including system operation services and system maintenance services; system solutions including system development, system solution provision, sales of our own software, system equipment sales, communication equipment sales, and sales of the software of other companies. The positioning of subsidiaries with respect to business activities is as follows.

Panasonic Net Solutions Co., Ltd. develops groupware and other products, while V-Internet

Operations, Inc. develops security systems and other products. In addition, Panasonic Information Systems (Shanghai) Co., Ltd. accepts the system development from the Company.

Our parent company is Panasonic Corporation. Panasonic Corporation sells system equipment and

leases software and office space to the Company. The following business diagram illustrates the description above.

(Business Diagram)

Customers

The Company

Panasonic Corporation

Software leasing, Office space leasing, System equipment sales, etc. t

System operation services, System equipment sales, etc.

Development of groupware, etc.

System operation services, System equipment sales,

Development of security systems, etc.

Panasonic Net Solutions Co., Ltd.

V-Internet Operations, Inc.

System operation services, System maintenance services, System development, System solutions, Sales of our own software, System equipment sales, Communication device sales, etc.

Panasonic Information Systems (Shanghai) Co., Ltd.

System development, etc.

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(Group Companies) (1) Parent company

(As of March 31, 2015)

Company name Location Capital

(¥ million) Main Business

Ratio of voting

rights (%) (indirect holdings)

Relationship

Notes Directors of both

companies

Business transactions

Loans receivable

Equipment hiring

Panasonic Corporation

Kadoma City, Osaka 258,740

Sales and manufacturing of

electric and electronic

equipment and others

64.04 (0.33) None

We provide the company

with information

system services.

None Yes *

(2) Consolidated subsidiaries

(As of March 31, 2015)

Company name Location Capital

(¥ million) Main Business Ratio of voting

rights (%)

Relationship

Notes Directors of both

companies

Business transactions

Loans receivable

Equipment hiring

Panasonic Net

Solutions Co., Ltd.

Minato-ku, Tokyo 70 Information

services 100.00 Yes

We provide the company with system operation

services and sell system equipment.

None Yes

V-Internet Operations,

Inc.

Chuo-ku, Osaka 60 Information

services 100.00 Yes

We provide the company with system operation

services and sell system equipment.

None None

Panasonic Information

Systems (Shanghai) Co., Ltd.

Shanghai, China

Thousand RMB 3,476

Information services 100.00 None

The Company receives

orders for system

developments from us.

None None

1. In the percentage of the voting rights owned column, figures in parentheses indicate indirect holdings of the total percentage. 2. *: A company that submits annual securities reports.

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III. Management Policies 1. Fundamental Corporate Management Policies

The management philosophy of the Group is to strive for the creation of new values, by pursuing user-friendliness and accomplishing high-tech mindset, driven by challenging spirits and full speed of actions.

Based on the philosophy, the Group works with customers to develop solutions to their problems, striving through IT to contribute to reforms of customers and create value for them.

By strengthening our corporate value with above initiatives, we conduct management to satisfy all of our stakeholders (shareholders, investors, customers, business partners and employees).

2. Medium- to Long-Term Management Strategy and Issues the Company Must Work on

Aiming to be an IT services company which keeps delivering value to customers, the Group is providing IT solutions.

The three-year medium-term management plan developed in FY2013 aims to deliver higher levels of customer satisfaction through IT as a service and to be a true business partner. To achieve them, the Group has been working to stimulate demands of key customers and offer the solutions horizontally, setting a keyword of “Broaden and deepen value.”

In FY2015, the final year of our current medium-term management plan, we plan to continue with “reinforcing business in general market,” “reinforcing partnerships with the Panasonic Group,” and “further strengthening management practices,” three key themes we are embarking on to achieve the goals in this plan. We believe the achievement of these goals should take the Panasonic IS Group to a new stage of rapid growth.

■ Research and development

The new medium-term management plan regards research and development activities for the creation of new businesses and technologies as important measures. The Company plans to invest a total of 500 million yen in these areas over a three-year period.

The Group’s research and development activities are mainly conducted in the R&D Center. During the fiscal year ended March 31, 2015, research and development expenditures amounted to

108 million yen. The main expenditures were for verifying the functionality of new technologies and commercial licenses.

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IV. Consolidated Financial Statements 1. Consolidated Balance Sheets

(¥ million)

As of March 31, 2014 As of March 31, 2015 Assets

Current assets Cash and deposits 86 190 Notes and accounts receivable-trade 6,648 8,738 Construction deferred payment 1,150 1,606 Inventories 259 466 Deferred tax assets 508 458 Deposits paid 18,179 18,474 Other 980 1,073 Total current assets 27,812 31,009

Noncurrent assets Property, plant and equipment

Buildings, net 611 568 Tools, furniture and fixtures, net 1,997 1,891 Lease assets, net 179 69 Construction in progress 199 506 Total property, plant and equipment 2,987 3,036

Intangible assets Software 328 760 Lease assets - 106 Other 290 135 Total intangible assets 618 1,002

Investments and other assets Investment securities 271 327 Deferred tax assets 595 464 Other 997 1,124 Allowance for doubtful accounts (0) (0) Total investments and other assets 1,864 1,916

Total noncurrent assets 5,469 5,955 Total assets 33,282 36,964

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(¥ million)

As of March 31, 2014 As of March 31, 2015 Liabilities

Current liabilities Notes and accounts payable-trade 2,167 3,182 Income taxes payable 1,022 822 Accounts payable-other 1,764 2,280 Accrued expenses 334 208 Accrued consumption taxes 12 366 Deposits received 15 21 Provision for bonuses 763 786 Provision for directors' bonuses 18 14 Other 307 246 Total current liabilities 6,406 7,929

Noncurrent liabilities Provision for retirement benefits 923 682 Long-term deposits received 33 31 Lease obligations 34 124 Total noncurrent liabilities 991 838

Total liabilities 7,398 8,768 Net assets

Shareholders' equity Capital stock 1,040 1,040 Capital surplus 870 870 Retained earnings 24,893 26,988 Treasury stock (0) (0) Total shareholders' equity 26,803 28,897

Accumulated other comprehensive income Valuation difference on available-for-sale securities 54 95 Remeasurements of defined benefit plans (973) (797) Total accumulated other comprehensive income (918) (701)

Total net assets 25,884 28,196 Total liabilities and net assets 33,282 36,964

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2. Consolidated Statements of Income and Comprehensive Income

(¥ million)

Year ended

March 31, 2014 (From April 1, 2013 to

March 31, 2014)

Year ended March 31, 2015

(From April 1, 2014 to March 31, 2015

Net sales 36,333 38,646 System service sales 22,250 22,726 System solution sales 14,082 15,920

Cost of sales 28,939 30,966 System service cost of goods sold 17,344 17,733 System solution cost of goods sold 11,595 13,233

Gross profit 7,393 7,680 Selling, general and administrative expenses 2,929 3,285 Operating income 4,464 4,394 Non-operating income

Interest income 36 42 Dividends income 5 6 Gain on sales of investment securities 15 - Other 1 7 Total non-operating income 58 55

Non-operating expenses Interest expenses 8 5 The fixed assets abandonment is disadvantageous 3 0 Exchange loss 9 8 Other 3 0 Total non-operating expenses 25 13

Ordinary income 4,498 4,436 Extraordinary income Gain on negative goodwill - 28 Total extraordinary income - 28 Income before income taxes and minority interests 4,498 4,465 Income taxes-current 1,856 1,668 Income taxes-deferred (43) 8 Total income taxes 1,813 1,677 Income before minority interests 2,685 2,787 Net income 2,685 2,787 Income before minority interests 2,685 2,787 Other comprehensive income Valuation difference on available-for-sale securities 27 40

Remeasurements of defined benefit plans - 176 Total other comprehensive income 27 216

Comprehensive income 2,712 3,004 Comprehensive income attributable to Comprehensive income attributable to owners of the parent 2,712 3,004 Comprehensive income attributable to minority interests - -

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3. Consolidated Statements of Changes in Net Assets Year ended March 31, 2014 (Apr. 1, 2013-Mar. 31, 2014)

(¥ million)

Shareholders’ equity Accumulated other comprehensive income

Net assets Capital stock Capital

surplus Retained earnings

Treasury stock

Total shareholders’

equity

Valuation difference on available-for-

sale securities

Remeasure-ments of defined

benefit plans

Accumulated other

comprehensive income

Balance at the beginning of current period

1,040 870 22,900 (0) 24,810 27 ― 27 24,838

Changes of items during the period

Dividends from surplus

(692) (692) (692)

Net income 2,685 2,685 2,685

Net changes of items other than shareholders’ equity

27 (973) (946) (946)

Total changes of items during the period

― ― 1,992 ― 1,992 27 (973) (946) 1,046

Balance at the end of current period

1,040 870 24,893 (0) 26,803 54 (973) (918) 25,884

Year ended March 31, 2015 (Apr. 1, 2014-Mar. 31, 2015)

(¥ million)

Shareholders’ equity Accumulated other comprehensive income

Net assets Capital stock

Capital surplus

Retained earnings

Treasury stock

Total shareholders’

equity

Valuation difference on available-for-

sale securities

Remeasure-ments of defined

benefit plans

Accumulated other

comprehensive income

Balance at the beginning of current period

1,040 870 24,893 (0) 26,803 54 (973) (918) 25,884

Changes of items during the period

Dividends from surplus (692) (692) (692)

Net income 2,787 2,787 2,787

Net changes of items other than shareholders’ equity

40 176 216 216

Total changes of items during the period ― ― 2,094 2,094 40 176 216 2,311

Balance at the end of current period

1,040 870 26,988 (0) 28,897 95 (797) (701) 28,196

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4. Consolidated Statements of Cash Flows

(¥ million)

Year ended

March 31, 2014 (From April 1, 2013 to

March 31, 2014)

Year ended March 31, 2015

(From April 1, 2014 to March 31, 2015)

Net cash provided by (used in) operating activities Income before income taxes and minority interests 4,498 4,465 Depreciation and amortization 1,833 1,614 Gain on negative goodwill - (28) The fixed assets abandonment is disadvantageous 3 0 Increase (decrease) in allowance for doubtful accounts (0) 0 Interest and dividends income (42) (48) Interest expenses 8 5 Loss (gain) on sales of investment securities (15) - Decrease (increase) in notes and accounts receivable-trade (216) (2,491) Decrease (increase) in inventories 123 (207) Decrease (increase) in other current assets (218) (91) Decrease (increase) in prepaid pension costs 679 - Increase (decrease) in provision for retirement benefits (10) - Increase (decrease) in net defined benefit liability (583) 92 Increase (decrease) in notes and accounts payable-trade (85) 997 Increase (decrease) in other current liabilities 32 666 Increase (decrease) in other noncurrent liabilities (1) (1) Other, net (125) (107) Subtotal 5,881 4,863 Interest and dividends income received 42 48 Interest expenses paid (8) (5) Income taxes paid (1,781) (1,870) Net cash provided by (used in) operating activities 4,133 3,037

Net cash provided by (used in) investing activities Decrease in paid (3,000) (3,100) Purchase of property, plant and equipment (1,066) (1,191) Purchase of software (407) (607) Gain on sales of investment securities 15 - Payment of investment in capital of subsidiaries and affiliates - (136) Other, net (20) 1 Net cash provided by (used in) investing activities (4,479) (5,033)

Net cash provided by (used in) financing activities Repayments of finance lease obligations (200) (178) Cash dividends paid (692) (694) Net cash provided by (used in) financing activities (892) (872)

Net increase (decrease) in cash and cash equivalents (1,238) (2,869) Cash and cash equivalents at beginning of period 5,499 4,260 Cash and cash equivalents at end of period 4,260 1,391

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5. Notes on the Premises of a Going Concern

There is no relevant information. 6. Notes to Consolidated Financial Statements

(Segment Information) The Group conducts a single-unit business, which comprises an information service business and

its auxiliary businesses. In this light, information is omitted as there is no segment subject to disclosure.

(Per Share Information)

The basis of the calculation for net assets per share and net income per share is as follows.

(Significant Subsequent Events)

There is no relevant information.

Year ended March 31, 2014 Year ended March 31, 2015

(From April 1, 2013 to March 31, 2014) (From April 1, 2014 to March 31, 2015)

Net assets per share 2,429.21 yen 2,646.15 yen

Net income per share 252.01 yen 261.60 yen

Diluted net income per share - -

Year ended March 31, 2014 Year ended March 31, 2015

(From April 1, 2013 to March 31, 2014) (From April 1, 2014 to March 31, 2015)

Net assets per share

Total assets 25,884 million yen 28,196 million yen

The amount that should be deducted from total assets - million yen - million yen

(Portion of minority interest) - million yen - million yen

Year-end net assets related to common stock 25,884 million yen 28,196 million yen

Number of common stock used for the calculation of net assets per share 10,655 thousand shares 10,655 thousand shares

Net income per share

Net income 2,685 million yen 2,787 million yen

Amounts not attributable to common shareholders - million yen - million yen

Net income related to common stock 2,685 million yen 2,787 million yen

Number of average common stocks 10,655 thousand shares 10,655 thousand shares

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(Business Combination) A transition under common control (1) Summary of the merger

(a) Trade names and main business of the combining companies Trade name of the surviving company of the absorption-type merger: SANYO Information System (Shanghai) Co., Ltd. Main business: Information system development and information processing

(b) Date of Business Combination February 15, 2015

(c) Legal form of the business combination Acquisition of the proprietary equity by cash

(d) Trade name of the company after the business combination Panasonic Information Systems (Shanghai) Co., Ltd.

(e) Other matters relating to the summary of the transaction SANYO Information System (Shanghai) Co., Ltd. has a history of over a decade and excellent credentials for providing IT solutions for the SANYO Electric Group. It also boasts abundant human resources with high IT and business skills and Japanese-language proficiency. By making SANYO Information System (Shanghai) Co., Ltd. a subsidiary, the Company aims to provide even stronger support for the business of the Panasonic Group in China through leveraging the synergy between SANYO Information System (Shanghai) Co., Ltd. and the Company.

(2) Summary of accounting treatment In accordance with the Accounting Standard for Business Combinations (ASBJ

Statement No. 21 of December 26, 2008) and the Guidance on Accounting Standard for Business Combinations and Accounting Standard for Business Divestitures (ASBJ Guidance No. 10 of December 26, 2008), the transaction was treated as a transaction under common control.

(Omission of Disclosure)

The notes other than above are omitted as considered as there is no significant need for the disclosure of the financial statements.

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V. Non-Consolidated Financial Statements 1. Non-Consolidated Balance Sheets

(¥ million)

As of March 31, 2014 As of March 31, 2015 Assets

Current assets Cash and deposits 57 59 Accounts receivable-trade 6,338 8,359 Construction deferred payment 1,106 1,551 Merchandise and finished goods 167 324 Work in process 87 111 Supplies 0 10 Advance payments-trade 36 19 Prepaid expenses 819 974 Deferred tax assets 483 444 Accounts receivable-other 94 53 Deposits paid 17,949 18,060 Short-term loans receivable from subsidiaries and affiliates 110 - Other 29 24 Total current assets 27,281 29,993

Noncurrent assets Property, plant and equipment

Buildings, net 611 561 Tools, furniture and fixtures, net 1,944 1,825 Lease assets, net 179 69 Construction in progress 199 504 Total property, plant and equipment 2,934 2,960

Intangible assets Software 241 693 Software in progress 261 122 Lease assets - 106

Other - 0 Total intangible assets 503 923

Investments and other assets Investment securities 271 327 Stocks of subsidiaries and affiliates 203 203 investment in capital of subsidiaries and affiliates - 239 Long-term receivable 0 0 Long-term prepaid expenses 688 788 Prepaid pension cost 598 510 Deferred tax assets 56 73 Other 263 263 Allowance for doubtful accounts (0) (0) Total investments and other assets 2,081 2,406

Total noncurrent assets 5,519 6,290 Total assets 32,800 36,284

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(¥ million)

As of March 31, 2014 As of March 31, 2015 Liabilities

Current liabilities Accounts payable-trade 2,046 3,028 Accounts payable-other 1,743 2,209 Accrued consumption taxes - 339 Accrued expenses 323 188 Income taxes payable 996 786 Advances received 87 128 Deposits received 13 18 Provision for bonuses 710 710 Provision for directors' bonuses 10 13 Other 171 52 Total current liabilities 6,103 7,476

Noncurrent liabilities Long-term deposits received 33 31 Lease obligations 34 124 Total noncurrent liabilities 68 155

Total liabilities 6,171 7,632 Net assets

Shareholders' equity Capital stock 1,040 1,040 Capital surplus

Legal capital surplus 870 870 Total capital surplus 870 870

Retained earnings Legal retained earnings 10 10 Other retained earnings

Retained earnings brought forward 24,653 26,636 Total retained earnings 24,663 26,647

Treasury stock (0) (0) Total shareholders' equity 26,573 28,557

Valuation and translation adjustments Valuation difference on available-for-sale securities 54 94 Total valuation and translation adjustments 54 94

Total net assets 26,628 28,651 Total liabilities and net assets 32,800 36,284

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2. Non-Consolidated Statements of Income

(¥ million)

Year ended

March 31, 2014 (From April 1, 2013 to

March 31, 2014)

Year ended March 31, 2015

(From April 1, 2014 to March 31, 2015)

Net sales 35,041 37,173 System service sales 21,981 22,457 System solution sales 13,059 14,715

Cost of sales 28,214 30,194 System service cost of goods sold 17,310 17,695 System solution cost of goods sold 10,904 12,499

Gross profit 6,826 6,978 Selling, general and administrative expenses 2,458 2,722 Operating income 4,367 4,256 Non-operating income

Interest income 37 41 Dividends income 5 6 Gain on sales of investment securities 15 - Other 1 7 Total non-operating income 59 55

Non-operating expenses Interest expenses 8 5 The fixed assets abandonment is disadvantageous 3 0 Exchange loss 9 8 Other 3 0 Total non-operating expenses 25 13

Ordinary income 4,402 4,298 Income before income taxes 4,402 4,298 Income taxes-current 1,823 1,617 Income taxes-deferred (54) 5 Total income taxes 1,768 1,622 Net income 2,633 2,675

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3. Non-Consolidated Statements of Changes in Net Assets Year ended March 31, 2014 (Apr. 1, 2013-Mar. 31, 2014)

(¥ million)

Shareholders’ equity

Capital stock

Capital surplus Retained earnings

Legal capital surplus

Total capital surplus

Legal retained earnings

Other retained earnings Total retained

earnings Retained earnings brought forward

Balance at the beginning of current period

1,040 870 870 10 22,712 22,723

Changes of items during the period

Dividends from surplus (692) (692)

Net income 2,633 2,633

Net changes of items other than shareholders’ equity

Total changes of items during the period ― ― ― ― 1,940 1,940

Balance at the end of current period

1,040 870 870 10 24,653 24,663

Shareholders’ equity Valuation and translation adjustments

Total net assets Treasury stock

Total shareholders’

equity

Valuation difference on

available-for-sale securities

Total valuation and translation

adjustments

Balance at the beginning of current period

(0) 24,633 27 27 24,660

Changes of items during the period

Dividends from surplus (692) (692)

Net income 2,633 2,633

Net changes of items other than shareholders’ equity

27 27 27

Total changes of items during the period ― 1,940 27 27 1,968

Balance at the end of current period (0) 26,573 54 54 26,628

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Year ended March 31, 2015 (Apr. 1, 2014-Mar. 31, 2015) (¥ million)

Shareholders’ equity

Capital surplus

Capital surplus Retained earnings

Legal capital surplus

Total capital surplus

Legal retained earnings

Other retained earnings

Total retained earnings

Retained earnings brought forward

Balance at the beginning of current period

1,040 870 870 10 24,653 24,663

Changes of items during the period

Dividends from surplus (692) (692)

Net income 2,675 2,675

Net changes of items other than shareholders’ equity

Total changes of items during the period

― ― ― ― 1,983 1,983

Balance at the end of current period

1,040 870 870 10 26,636 24,647

Shareholders’ equity Valuation and translation adjustments

Total net assets Treasury stock

Total shareholders’

equity

Valuation difference on

available-for-sale securities

Total valuation and translation

adjustments

Balance at the beginning of current period

(0) 26,573 54 54 26,628

Changes of items during the period

Dividends from surplus (692) (692)

Net income 2,675 2,675

Net changes of items other than shareholders’ equity

39 39 39

Total changes of items during the period

― 1,983 39 39 2,022

Balance at the end of current period (0) 28,557 94 94 28,651

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4. Notes on the Premise of a Going Concern

There is no relevant information. 5. Changes in Important Items Forming the Basis of Preparation for the Non-Consolidated Financial

There is no relevant information. VI. Others 1. Order Backlog

End of FY2013 End of FY2014 Change

(¥ million) (¥ million) (%)

System Services 708 710 0.3

System Solutions 2,413 3,445 42.8

Total 3,122 4,156 33.1

Notes: Above figures do not include consumption tax, etc.

2. Sales Performance

FY2013 FY2014 Change in net sales

(%) Net sales Composition ratio Net sales Composition ratio

(¥ million) (%) (¥ million) (%)

Panasonic Group 28,518 78.5 29,490 76.3 3.4

General market 7,815 21.5 9,156 23.7 17.1

Total 36,333 100.0 38,646 100.0 6.4

Note: Above figures do not include consumption tax, etc.