The 72nd Fiscal Year

(

From April 1, 2022

)

To March 31, 2023

Consolidated Financial Statements Consolidated Balance Sheet Consolidated Statement of Income Consolidated Statement of Changes in Equity Notes to Consolidated Financial Statements

Non-consolidated Financial Statements Balance Sheet

Statement of Income Statement of Changes in Equity

Notes to Non-consolidated Financial Statements Supplementary Schedules

Oriental Shiraishi Corporation

1

Consolidated Balance Sheet

(As of March 31, 2023)

Item

Amount

Item

(ASSETS)

(LIABILITIES)

(Millions of yen) Amount

Current assets Cash and deposits

Notes receivable, accounts receivable from completed construction contracts and other Costs on uncompleted construction contracts

Raw materials and supplies Advances paid

Income taxes refund receivable Consumption taxes receivable Other current assets Allowance for doubtful accounts

Non-current assets

Property, plant and equipment

Buildings and structures

Machinery and equipment

Land

Construction in progress

Other

Intangible assets

Goodwill

Software

Other intangible assets

Investments and other assets

Investment securities

Retirement benefit asset

Deferred tax assets

Other investments

Allowance for doubtful accounts

Total assets (Figures are rounded down the nearest million yen.)

51,579

Current liabilities

14,589

Notes payable, accounts payable

for construction contracts

34,254

Short-term borrowings

869 Current portion of long-term loans payable

283 Other payables

1,092

Income taxes payable

41 Accrued consumption taxes

129 Advances received on uncompleted construction contracts

322 Deposits received

  1. Provision for bonuses

15,207

Provision for loss on construction

contracts

9,604

Provision for warranties for

completed construction

1,837

Other current liabilities

2,198

Non-current liabilities

5,189

Long-term loans payable

105 Provision for stock-based compensation

274

Provision for special repairs

1,841

Retirement benefit liability

1,132

Deferred tax liabilities

509 Other non-current liabilities

198 Total liabilities

3,761

(NET ASSETS)

3,069

Shareholders' equity

21

Capital stock

348

Capital surplus

363

Retained earnings

(41)

Treasury shares

Accumulated other comprehensive

income

Valuation difference on available-

for-sale securities

Remeasurements of defined benefit

plans

Total net assets

66,787

Total liabilities and net assets

19,589

10,160

900

588

829

1,236

2,108

2,300

636

14

329

50

434

5,580

2,611

93

3

2,716

79

77

25,170

41,352

1,000

453

40,354

(456)

265

494

(228)

41,617

66,787

2

Consolidated Statement of Income

From April 1, 2022

To March 31, 2023

(Millions of yen)

Item

Amount

Net sales

Net sales of completed construction contracts

61,480

Cost of sales

Cost of sales of completed construction contracts

50,654

Gross profit

Gross profit on completed construction contracts

10,825

Selling, general and administrative expenses

5,610

Operating income

5,214

Non-operating income

Interest income

6

Dividend income

53

Patent royalty

60

Gain on sales of scraps

127

Other non-operating income

69

316

Non-operating expenses

Interest expenses

18

Guarantee commission

31

Commission expenses

12

Other non-operating expenses

40

103

Ordinary income

5,427

Extraordinary losses

Loss on retirement of non-current assets

17

Loss on valuation of investments in capital

1

Other

0

19

Net income before income taxes

5,408

Income taxes - current

1,984

Income taxes - deferred

(498)

1,486

Net income

3,922

Net income attributable to non-controlling interests

-

Net income attributable to owners of parent

3,922

(Figures are rounded down the nearest million yen.)

3

Consolidated Statement of Changes in Equity

From April 1, 2022

To March 31, 2023

(Millions of yen)

Shareholders' equity

Balance at beginning of the year

Changes of items during the year Dividends of surplus

Net income attributable to owners of parent

Purchase of treasury shares Disposal of treasury shares

Net changes of items other than shareholders' equity

Total changes of items during the year

Balance at end of the year

Retained

Total

Capital stock

Capital surplus

Treasury shares

shareholders'

earnings

equity

1,000

453

37,718

(458)

38,713

(1,285)

(1,285)

3,922

3,922

(0)

(0)

2

2

-

-

2,636

2

2,638

1,000

453

40,354

(456)

41,352

Accumulated other comprehensive income

Valuation

Total

Remeasurements

accumulated

Total net assets

difference on

of defined

other

available-for-sale

benefit plans

comprehensive

securities

income

Balance at beginning of the year

Changes of items during the year

Dividends of surplus

Net income attributable to owners of parent

Purchase of treasury shares Disposal of treasury shares

Net changes of items other than shareholders' equity

Total changes of items during the year

Balance at end of the year

(Figures are rounded down the nearest million yen.)

464

(188)

275

38,989

(1,285)

3,922

(0)

2

29

(40)

(10)

(10)

29

(40)

(10)

2,628

494

(228)

265

41,617

4

Notes to Consolidated Financial Statements

I. Significant Matters for the Preparation of Consolidated Financial Statements

1. Matters on the scope of consolidation

  1. Number and names of consolidated subsidiaries

Number of subsidiaries

Four

Names of subsidiaries

Taikoh-Giken Corporation

Japan Bridge Corporation

Yamaki Industries Co., Ltd.

CREATIVE LAB Co., Ltd.

    1. Names of non-consolidated subsidiaries, etc. Not applicable.
  1. Matters on application of the Equity Method Not applicable.
  2. Matters on accounting policies
    1. Valuation standards and methods for significant assets
      1. Securities

a. Held-to-maturity bonds

At amortized cost (straight-line method)

b. Available-for-sale securities

Other than shares, etc. without

Market value method

market value

(Unrealized gains and losses are accounted for as a

component of net assets. Cost of securities sold is determined

based on the moving average method.)

Shares, etc. without market value

At historical cost based on the moving-average method

2) Inventories

Costs on uncompleted

At historical cost based on the specific identification method

construction contracts

(Determined by the method of writing down the book value to

reflect a decline in the profitability.)

Raw materials and supplies

At historical cost based on the moving-average method

(Determined by the method of writing down the book value to

reflect a decline in the profitability.)

  1. Depreciation and amortization methods for significant depreciable and amortizable assets
    1. Property, plant and equipment (excluding leased assets)

Depreciation of property, plant and equipment is provided using the declining-balance method. However, depreciation of buildings (excluding facilities attached to buildings) acquired on or after April 1, 1998 and facilities attached to buildings and structures acquired on or after April 1, 2016 is

provided using the straight-line method.

The main useful lives are as follows:

Buildings and structures

2-54 years

Machinery and equipment

2-17 years

2)

Intangible assets (excluding leased assets)

Depreciation of intangible fixed assets is provided using the straight-line method.

Software for internal use is amortized over the estimated useful life (2-5 years) within the Company.

3)

Leased assets

Leased assets arising from financing lease transactions which do not transfer ownership to the lessee

are depreciated to a residual value of zero by the straight-line method using the contract term as useful

life.

(3) Recognition standards for significant allowances and provisions

1)

Allowance for doubtful accounts

To prepare for credit loss on receivables, collectability of normal receivables is estimated by applying

the historical overall credit loss rates. Collectability of doubtful receivables is analyzed individually,

and the estimated uncollectible amount is recorded.

2)

Provision for bonuses

5

To prepare for the payment of employees' bonuses, the amount to be charged in the current consolidated fiscal year out of the amount estimated to be paid is recorded.

3) Provision for losses on construction contracts

To prepare for losses related to construction contracts, the amount of estimated losses is recorded for the uncompleted construction contracts at the end of the current consolidated fiscal year when losses are probable to occur and such losses can be reasonably estimated.

4) Provision for warranties for completed construction

To prepare for repair expenses for defects of completed construction, the estimated amount of future repair is recorded.

5) Provision for stock-based compensation

To prepare for the future issuance of the Company's shares to Directors (excluding Directors serving as Audit and Supervisory Committee Members and Outside Directors) and Executive Officers of the Company and the Group, the amount required is recorded based on the internal share issuance rules.

6) Provision for special repairs

To prepare for regular repair of owning vessels, the estimated amount of future repair is recorded.

(4) Recognition methods for significant revenue and expenses

The details of the main performance obligations in the major businesses related to revenue from contracts with customers of the Company and consolidated subsidiaries and the timing at which the Company typically satisfies these performance obligations (when it typically recognizes revenue) are as follows:

1) Contracts for construction work

As for contracts for construction work, since control of a good or service is transferred to a customer over time, revenue of performance obligations is recognized over time based on the estimated progress related to satisfaction of the performance obligations, except for constructions with extremely short period. The progress related to the satisfaction of performance obligations is estimated by calculating the ratio of cost incurred to total estimated cost (input method) in general. In constructions with extremely short period from the date when the work is started on the contract to the time when performance obligations are completely satisfied, revenue is recognized at the time when the performance obligations are completely satisfied.

The Company charges and receives consideration for transactions related to contracts for construction work by measuring the progress toward complete satisfaction of that performance obligation based on contract payment terms, and significant financing components are not included in the consideration.

2) Products, etc.

For contracts of manufacturing and sales of civil engineering and construction products, and design, fabrication, sales, etc. of construction materials, the Company recognizes revenue at the time of their delivery in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those products or materials because the customer acquires control of the products or materials and the performance obligation is satisfied when they are delivered to the customer.

(5) Recognition methods for retirement benefit liability

In determining retirement benefit obligations, straight-line basis is used to allocate projected retirement benefits to periods of service until the end of consolidated fiscal year.

Actuarial gains and losses for each consolidated fiscal year are recognized in expenses using the straight- line method over a certain period (10 years) within the average remaining service years of employees, beginning from the following consolidated fiscal year of occurrence.

Some consolidated subsidiaries apply the simplified method which assumes the Company's benefit obligation to be equal to the benefits payable assuming the voluntary retirement of all employees at fiscal year-end for the calculation of retirement benefit liability and retirement benefit expenses.

(6) Goodwill amortization method and period

Goodwill is amortized by the straight-line method over a period of 10 years by calculating the reasonable period for the return of investment.

  1. Other significant matters for the preparation of consolidated financial statements Accounting adopted when the provisions of relevant accounting standards, etc. are not clear
    Joint venture for construction works (hereinafter referred to as the "JV") is accounted for using the method of recording in the accounts in proportion to the shares of the JV's member companies.

4. Matters on the fiscal year, etc. of consolidated subsidiaries

The closing dates of consolidated subsidiaries' fiscal year is the same as the consolidated closing date.

6

  1. Notes to Changes in Accounting Policies Accounting Standard for Fair Value Measurement
    The Company has applied the "Implementation Guidance on Accounting Standard for Fair Value Measurement" (ASBJ Guidance No. 31, June 17, 2021; hereinafter "Fair Value Measurement Guidance") from the beginning of the current consolidated fiscal year, and will prospectively apply the new accounting policies stipulated by the Fair Value Measurement Guidance in accordance with the transitional treatment provided in Paragraph 27- 2 of the Fair Value Measurement Guidance. This does not affect the consolidated financial statements.
  1. Notes to Accounting Estimates
    1. Revenue recognition based on the Revenue Recognition Standard and other related standards
    (1) Amount recorded in the consolidated financial statements for the current consolidated fiscal year

Revenue recognized over time

58,012

million yen

Revenue for uncompleted construction at the end of the

38,225

million yen

current consolidated fiscal year of the above

  1. Information that contributes to understanding of the details of accounting estimates
    For revenue for contracts for construction work, revenue of performance obligations which are satisfied over time is recognized over time based on the estimated progress related to satisfaction of the performance obligations based on Revenue Recognition Standard and other related standards. In constructions with extremely short period from the date when the work is started on the contract to the time when performance obligations are completely satisfied, revenue is recognized at the time when the performance obligations are completely satisfied.
    The progress related to the satisfaction of performance obligations is estimated by calculating the ratio of cost incurred to total estimated cost (input method) in general.
    The total cost of sales of construction contracts as total estimated cost, which is added up individually by cost elements and work details, is estimated based on the operating budget that has been finalized through the prescribed approval procedures. In the event that changes are made to the details of the construction contracts during construction in progress, information on such changes is communicated to the relevant department and persons in authority in a timely manner. Based on such information, the operating budget is reviewed and reflected in the estimate of total cost of sales of construction contracts. In the event that it is necessary to review the estimate of the total cost of sales of construction contracts again in the future, due to unexpected changes in circumstances, etc., the future business performance may be affected.

2. Valuation of goodwill relating to Yamaki Industries Co., Ltd.

  1. Amount recorded in the consolidated financial statements for the current consolidated fiscal year

Goodwill

1,132 million yen

  1. Information that contributes to understanding of the details of accounting estimates
    Goodwill is regularly amortized, but if there is an indication of impairment in the group of assets including goodwill, the total undiscounted future cash flows acquired from the group of assets are compared with the book value to determine whether or not an impairment loss needs to be recognized. If an impairment loss needs to be recognized due to the result of determination, the book value is reduced to the recoverable amount, and the amount of reduction in the book value is recorded as impairment loss.
    The Company has determined that in the current consolidated fiscal year, there is no indication of impairment in the goodwill relating to Yamaki Industries Co., Ltd. because any significant deterioration is not recognized in the business environment, etc., which was a precondition for the business plan made at the time of acquisition of Yamaki Industries Co., Ltd. Since main assumptions such as the periods and sizes of orders received for port businesses included in the business plan are subject to high uncertainty, decisions made by management involved in these businesses may significantly affect determination of an indication of impairment.

IV. Notes to the Consolidated Balance Sheet

1. The amounts of receivables and contract assets from contracts with customers of notes receivable, accounts receivable from completed construction contracts and other are as follows, respectively:

7

Contract liabilities
79 million yen
578 million yen
658 million yen

Current consolidated

fiscal year

(March 31, 2023)

Notes receivable

2,264 million yen

Accounts receivable from

completed

7,463 million yen

construction contracts

Contract assets

24,526 million yen

2. Assets pledged as collateral and liabilities associated with collateral

  1. Assets pledged as collateral

Buildings and structures

Land

Total

  1. Liabilities associated with collateral Not applicable.
    (Note) The maximum amount related to revolving mortgage of the assets is 600 million yen.

3. Accumulated depreciation of property, plant

11,316 million yen

and equipment

  1. Guarantee of obligations Not applicable.
  2. The amounts of contract liabilities of advances received on uncompleted construction contracts are as follows: Current consolidated
    fiscal year
    (March 31, 2023)

2,300 million yen

V. Notes to the Consolidated Statement of Income

1. Revenue from contracts with customers

As for net sales, the Company does not disaggregate revenue from contracts with customers and other sources of revenue. The amount of revenue from contracts with customers is presented in "VIII. Notes on Revenue Recognition, 1. Disaggregation of revenue from contracts with customers."

2. Provision for losses on construction contracts

225 million yen

included in cost of sales

VI. Notes to the Consolidated Statement of Changes in Equity

1. Class and number of outstanding shares as of the consolidated fiscal year end

Common stock

122,498,436 shares

2. Dividends

  1. Dividends paid

Resolution

Class of shares

Total dividends paid

Dividends per share

Record date

Effective date

(Millions of yen)

(Yen)

Ordinary General

Meeting of

Common stock

1,285

11.00

March 31, 2022

June 24, 2022

Shareholders held

on June 23, 2022

8

  1. Dividends whose record date is attributable to the fiscal year ended March 31, 2023 but to be effective after the following consolidated fiscal year

Resolution

Class of shares

Total dividends paid

Dividends per share

Record date

Effective date

(Millions of yen)

(Yen)

Ordinary General

Meeting of

Common stock

1,577

13.50

March 31, 2023

June 26, 2023

Shareholders held

on June 23, 2023

VII. Notes on Financial Instruments

1. Matters on the conditions of financial instruments

  1. The policy on dealing in financial instruments
    The Group will limit financial management to short-term deposits, held-to-maturity bonds, etc., and finance operating capital and equipment fund through bank loans. The Group concluded syndicated commitment line agreements worth 6 billion yen in total in order to procure operating capital flexibly and stably with five banks. The Group will stick to the real demand principle and will not conduct financial instrument transaction for speculation or trading.
  2. Contents of financial instruments and their risks

Notes receivable, accounts receivable from completed construction contracts and other that are operating receivables are exposed to customers' credit risk.

Investment securities mainly represent held-to-maturity bonds and shares of companies with business relations, and are exposed to market price fluctuation risk. Investments in partnerships have following risks as the investments are made mainly to unlisted companies.

    1. There is no guarantee of acquiring capital gain through investments.
    2. There is a risk of generating capital loss through investments.
    3. Investments are to be made to companies which are likely to be listed, sell off shares or take other steps during the fund's management period, but the timing of listing, sale of shares, etc. may vary significantly from the estimation.
    4. Shares, etc. of unlisted companies have significantly lower liquidity than those of listed companies. Notes payable, accounts payable for construction contracts that are operating payables are due within a year.
      Of borrowings, short-term borrowings are mainly for operating capital and long-term loans payable are mainly for acquiring shares of subsidiaries.
  1. Risk management system for financial instruments

For the risk of notes receivable, accounts receivable from completed construction contracts and other, the Company sets transaction limits and carries out credit management in accordance with the internal risk management rules, order management rules and others.

As for the risks of investment securities, investments in held-to-maturity bonds are made only in those with high credit ratings, and their credit risk is minimal. The information on shares including periodic analysis of fair values is reported to the Board of Directors for deliberation.

Of borrowings, the risks of borrowings with fluctuating interest rates are discussed in the Board of Directors to consider the adoption of a derivative transaction (interest rate swap) for each contract.

(4) Supplementary explanation on fair values, etc. of financial instruments

Fair values of financial instruments include values based on market prices as well as rationally calculated values in the case where market prices are not available. As factors that may result in fluctuations in the value are taken into account in its calculation, the value may differ if different assumptions, etc. are used.

9

2. Matters on the fair values, etc. of financial instruments Amounts recognized in the consolidated balance sheet, (consolidated closing date of the current fiscal year) are

fair values and their difference as of March 31, 2023 as follows:

(Million yen)

Amount in the

consolidated balance sheet

Fair value (*)

Difference

(*)

1)

Investment securities

Held-to-maturity bonds

519

517

(2)

Available-for-sale securities

1,915

1,915

-

2)

Long-term loans payable

(2,611)

(2,581)

(29)

  1. Those recorded in liabilities are in ( ).
  1. Cash and deposits, notes receivable, accounts receivable from completed construction contracts and other, advances paid, notes payable, accounts payable for construction contracts, short-term borrowings, current portion of long-term loans payable, other payables and deposits received are omitted because they are settled in a short time and their fair value approximates the book value.
  2. Shares, etc. without market value and investments to partnerships and other equivalent business entities whose net amount equivalent to equity are recorded in the consolidated balance sheet are not included in

"1) Investment securities." The amount recorded in the consolidated balance sheet are as follows:

(Million yen) Amount in the

Categoryconsolidated balance sheet

Investment securities

Shares, etc. without market value

478

Investments

155

Total

634

3. Fair value information by level within the fair value hierarchy

The fair value of financial instruments is classified into the following three levels according to the observability and materiality of inputs used to measure fair value.

Level 1 fair value: Fair value measured using observable inputs, i.e. quoted prices in active markets for assets or liabilities that are the subject of the measurement.

Level 2 fair value: Fair value measured using observable inputs other than Level 1 inputs.

Level 3 fair value: Fair value measured using unobservable inputs.

If multiple inputs are used that are significant to the fair value measurement, the fair value measurement is categorized in its entirety in the level of the lowest level input that is significant to the entire measurement.

10

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Oriental Shiraishi Corporation published this content on 04 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 March 2024 08:56:08 UTC.