Don Quijote
Transcription
Don Quijote
Don Quijote Annual Report 2006 Everybody’s PROFILE Don Quijote was born when we added our own, original essence to the attraction of the traditional discount store model, which offers a rich variety of products at low prices. Not only do we offer an unusually diverse product assortment, but our late-night store operation invites shoppers to come and browse casually in their free time. Perhaps most distinctively, our store displays are stuffed with an overwhelming abundance and variety (“compression displays”) of items. The joy, amusement and convenience we provide, akin to a jungle treasure hunt, has gained great support from customers. Since the first store opened in 1989, we have expanded our business based on our corporate principle “The Customer Comes First.” Building on this core commitment, we will continue to grow, taking advantage of our unique business concept: “CV+D+A*.” Following this concept, Don Quijote pursues “greater convenience,” “greater discounts,” and “greater amusement.” *CV: convenience, D: discount, and A: amusement. CONTENTS FINANCIAL HIGHLIGHTS . . . . . . . . . . . . . . . . . DEAR FELLOW SHAREHOLDERS AND INVESTORS THE CORE OF OUR ESSENCE . . . . . . . . . . . . . . . . MANAGEMENT STRATEGIES . . . . . . . . . . . . MERCHANDISE STRATEGIES . . . . . . . . . . . . STORE STRATEGIES . . . . . . . . . . . . . . . . . . . FINANCIAL SECTION . . . . . . . . . . . . . . . . . . . . CORPORATE DATA . . . . . . . . . . . . . . . . . . . . . . SHARE INFORMATION . . . . . . . . . . . . . . . . . . . .. . .. .. .. .. .. .. .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 4 7 8 10 12 14 33 35 Don Quijote’s key characteristics Our unique “consumable time” business model Our proprietary “consumable time” business model lets customers get completely absorbed in shopping without paying attention to time. At the heart of this business model are the “compression displays,” which through their overwhelming variety of items makes the shopping experience akin to a treasure hunt in a jungle, where the customer can always discover something new. Attractive products at heavily discounted prices A standard Don Quijote store handles about 50,000 merchandise items. Our assortments feature a wide variety of products, ranging from luxury brand goods to daily necessities and food, all at heavily discounted prices. Other Don Quijote attractions are the time- and volume-limited spot products. We focus on creating an amusement-filled store by taking maximum advantage of our exclusive procurement know-how and enormous product data. New business formats complement our three standard formats Our Don Quijote stores have a standard sales floor space of 1,000 square meters, while our PAW late-night shopping malls and small-scale Picasso stores have 300–500 square meters of sales floor space. We have been opening stores with these three formats in accordance with local market characteristics and locations, and will continue to do so flexibly in the future. In addition, we are aiming at establishing a new, next-generation convenience store format that combines sales of goods with “home meal replacements,” such as delicatessen dishes and take-out box lunches. Store Don Quijote Co., Ltd. Annual Report 2006 1 Financial Highlights Millions of U.S. dollars Millions of yen For the fiscal year (ended June 30) Net sales 2006 2005 2006 ¥260,779 ¥232,778 $2,263 Operating income 11,854 10,814 103 Net income 10,725 7,163 93 Free cash flow 15,709 11,176 136 ¥167,534 ¥150,048 $1,454 Shareholders’ equity 72,741 52,128 631 Interest-bearing debt 46,148 48,208 400 At year-end Total assets Per share data (*1) Basic earnings Diluted earnings Shareholders’ equity Cash dividends Yen ¥474.93 ¥ 336.74 $ 4.12 421.98 288.29 3.66 3,055.29 2,398.50 26.51 50.00 40.00 0.43 Key ratios % Operating income to net sales 4.5 4.6 Net income to net sales 4.1 3.1 ROE 17.2 15.3 ROA 7.5 7.8 43.4 34.7 Equity ratio Number of stores 2 U.S. dollars Don Quijote Co., Ltd. Annual Report 2006 ( 2) 126 * 107 Net sales Operating income Net income Free cash flow (Millions of yen) (Millions of yen) (Millions of yen) (Millions of yen) 300,000 11,854 12,000 260,779 232,778 250,000 10,611 10,814 10,000 15,709 16,000 12,000 10,725 14,000 10,000 9,166 12,000 192,840 200,000 8,000 158,619 150,000 8,000 6,917 6,000 6,000 4,000 4,000 115,429 100,000 6,846 7,163 11,176 9,969 10,000 5,642 7,954 8,000 4,027 6,000 5,817 4,000 50,000 2,000 2,000 0 0 0 02 03 04 05 06 02 03 04 05 2,000 0 02 06 03 04 05 Net income per share (basic) (*1) Shareholders’ equity per share (*1) Cash dividends per share (*1) (Yen) (Yen) (Yen) 600 3,500 557.02 474.93 400 401.20 3,000 2,629.60 05 150 120 107 2,398.50 2,003.60 06 ( 2) 126 * 40 40 2,000 04 3,055.29 2,500 348.83 336.74 03 Number of stores 50 50 3,178.94 02 06 30 30 93 90 70 1,500 60 20 15 200 1,000 53 15 30 10 500 0 0 02 03 04 05 06 0 0 02 03 04 05 06 02 03 04 05 06 02 03 04 05 06 (*1) The per share data has not been restated to reflect the retroactive effects of stock splits in August 2003 and July 2006. (*2) This includes the four stores in Hawaii, U.S.A., which were acquired during the fiscal year ended June 30, 2006. Don Quijote Co., Ltd. Annual Report 2006 3 Dear Fellow Shareholders and Investors Chairman and CEO President and COO Takao Yasuda Junji Narusawa Increases of both in sales and profit for 16 consecutive years During the fiscal year ended June 30, 2006, the Japanese economy began to recover, with both domestic and overseas demand posting steady gains. Firm corporate business results led to increases in both employee numbers and wages. Despite positive factors such as an extremely hot summer and a severe winter, which encouraged consumption, the business environment of the retail industry remained challenging overall as unfavorable weather continued, marked by low temperatures and heavy rain from spring onwards. Given this situation, to accurately meet increasingly diversified customer needs and help customers discover the pleasure of shopping, the Don Quijote Group worked during the year under review to ensure continued sales of its best-selling products and further strengthen its ability to evaluate and adjust to demand for other products. We also moved flexibly and efficiently to open stores in order to let more and more customers experience the amusement and services offered only by Don Quijote and have excitement and emotion with the shopping experience. In addition, we undertake actions to strengthen and expand our internal structures to support our business concept. We opened eight stores in the Kanto region, two in the Tohoku region, three in the Chubu region and three in the Kansai region. Of these, the openings in Miyagi, Nagano and Wakayama prefectures were our first stores in those prefectures. We also closed one store. As a result, the total number of stores in our network increased from 107 at the end of the previous fiscal year to 126 at the end of this fiscal year. This figure consists of 122 stores in 25 prefectures across Japan and four stores in Hawaii. 4 Don Quijote Co., Ltd. Annual Report 2006 As a result of these initiatives, consolidated business results during the term under review posted increases both in sales and profits. Net sales increased by 12.0% to ¥260.8 billion year on year, recurring income increased by 12.1% to ¥14.4 billion, and net income surged by 49.7% to ¥10.7 billion. We achieved the highest sales and profits for 10 consecutive years on a consolidated basis since June 1996. On a non-consolidated basis, it was the highest for the 16 consecutive years since opening its first store in March 1989. Undertaking far-reaching measures to reinforce the Company's financial structure and marketing In September 2005, we launched a new management structure in which the founder and President Takao Yasuda became Chairman and Chief Executive Officer (CEO), and Junji Narusawa, who had led the Company at the frontline of sales since the first store, became President and Chief Operating Officer (COO). The fiscal year ended June 30, 2006 was the first year under the new management system. We continued to aggressively expand our store network. It also undertook a wide range of measures to boost sales at comparable stores, including active renewal of the stores. First of all, in order to adapt to the commercial environment in each region, we introduced an organizational structure that would rapidly complete appropriate countermeasures in each area. At the same time, we sought to maintain extremely low prices for products “In 2006, we are undertaking many further strategic activities that are fundamental to future profitability.” whose appeal is primarily based on price while boosting sales of product solutions and niche products, which feature high product prices and outstanding profitability. In addition, we integrated the former dual sales-headquarter structure in February 2005. The results were concrete: buying power, know-how of administrative methods and operating efficiency all improved. The growth rate of comparable stores exceeded the forecast at the beginning of the fiscal year, posting year-on-year growth of 2.9%. Side by side with the aggressive measures carried out in our main business, in 2006 we are further undertaking many strategic activities that are fundamental to future profitability. Chief among these were the acquisition of four stores in Hawaii through the acquisition of the stock of a subsidiary of The Daiei, Inc., a takeover bid (TOB) for the stock of ORIGIN TOSHU Co., Ltd. and the response to the takeover bid offered later by AEON Co., Ltd., and our launch of the development of next-generation convenience stores. Besides taking steps to optimize our internal and financial structures, aside from making the transition to the new management system, we carried out other far-reaching measures. Among these were steps to enhance the liquidity of fixed assets (the store real estate of four stores) to achieve better asset efficiency, the conclusion of a chattel evaluation business contract (inventories, etc. and merchandise), the conclusion of a commitment line agreement to ensure efficient procurement of capital, and the issuance of Zero Coupon Convertible Bonds due in 2013 (July 2006). Don Quijote Co., Ltd. Annual Report 2006 5 Stepping up development of next-generation convenience stores and launching full-scale sales at four stores in Hawaii The fiscal year ending June 30, 2007 will be the final year of our “7532 Plan,” a three-year medium-term management plan that was launched in the fiscal year ended June 30, 2005. In order to set the stage for achieving the goals of this medium-term management plan, the Company plans to undertake even more far-reaching measures in the coming year. Regarding marketing measures, we are examining once again the fair price of regularly stocked products, which account for about 70% of all products, and reviewing product mixes to boost the ratio of categories with high gross margins. We also intend to expand introductions of spot products, eliminate waste in store operations and enhance productivity. In the area of new business, we are launching the full-scale development of a new store format, following “We are launching the full-scale development of a new store format, following Don Quijote, Picasso and PAW.” Don Quijote, Picasso and PAW. In June 2006, we concluded an alliance with DELI SYSTEM PLANNING Co., LTD. (DSP), a consulting company specializing in “home meal replacements,” such as delicatessen dishes and take-out box lunches. In August, we opened our “Power–CVS Johnetsu–Kuhkan,” in Shibuya-ku in central Tokyo. This next-generation model convenience store combines the experience and results we have accumulated in goods sales with DSP's deli business know-how, which is expressed in our handmade delicatessen dishes and piping hot box lunches. In the future, we intend to firmly establish this new store format by opening more stores and verifying the concept by monitoring their performance. In the same vein, the four stores in Hawaii, U.S.A., which mark the first overseas market entry by the Don Quijote Group, will undergo renewal during the fiscal year ending June 30, 2007 and start full-scale sales under the name of Don Quijote. This step, which brings future global development into our field of view, marks the beginning of business efforts in Hawaii and lays the foundation for other store operations overseas. We recognize that returning profits to the shareholders is one of our top priorities. As part of this program, we have increased the full year dividend, which was raised from ¥15 to ¥30 two fiscal years ago and to ¥40 in the previous fiscal year, to ¥50 per share in the year under review. In addition, we carried out a three-for-one stock split as of July 1, 2006. By reducing the amount of investment required per unit, we put in place an environment that enhances the liquidity of our stocks and facilitates making investments. In the future as in the past, the Don Quijote Group will aim at further strengthening and expanding its marketing competence and management structure, based on its motto “Expanding Corporate Value” and in keeping with its principle of “The Customer Comes First.” We look forward to receiving the support of shareholders and investors as we grow into the future. 6 Don Quijote Co., Ltd. Annual Report 2006 Chairman and CEO President and COO Takao Yasuda Junji Narusawa The core of our essence Through original business strategies, we continue to evolve the most competitive business model in the retail industry, one with both outstanding growth potential and profitability. Since its establishment, the Group has continued to develop business activities under the corporate principle of “The Customer Comes First.” The Group is also promoting active management strategies that balance growth and profitability. We are developing merchandise and store strategies to maximize the business concept “CV+D+A” that confers on the Group a special and unique identity. At the same time, the Group is providing customers with higher satisfaction as it aims to establish itself as the most competitive business in the retail industry. Don Quijote Co., Ltd. Annual Report 2006 7 Management Strategies Reforming the retail business throu Since its foundation, Don Quijote has followed the principle “The Customer Comes First.” In fact, the success of the Company today is the result of having listened carefully to the needs expressed by customers, learning from these needs and meeting them one by one. In addition, the Company follows its CV+D+A concept of “greater convenience” (CV: convenience), “greater discounts” (D: discount), and “greater amusement” (A: amusement). Our hallmarks are late-night sales, which overturn the conventional wisdom of the retail industry, a broad assortment of inexpensive goods that no one but a comprehensive discount store can offer and our “compression displays,” which let customers enjoy something like a jungle treasure hunt by placing a large amount of goods within the customer’s sight. All of these concepts are the result of sensing customer needs through trial and error in line with the “The Customer Comes First.” ethos. Through these, we have achieved sustained growth by establishing unprecedented new business formats, led by our Don Quijote store format. We transfer a great deal of authority to the staff in the workplace in order to sense and meet the fast-changing needs of customers in real time, and to respond quickly to customer opinions—this is something that only on-site staff members can do. Doing so improves their motivation, and encourages them to apply independent thinking and initiative as a driving force behind their actions. Improving the capabilities of the on-site staff enhances the attraction power of the store itself. This, in turn, produces a virtuous circle, in which improvements in store appeal increase customer satisfaction and the customers’ high regard for the staff further motivates our personnel. Of course, the Company’s social responsibilities increase in step with its corporate scale. In fact, we grow in step with all of our stakeholders, including customers, partner companies, local communities, shareholders and employees. We are working steadily, day after day, to fulfill our social responsibilities through our business activities. This is our social mission. Our medium-term management plan, the “7532 Plan” In 2005, we formulated our medium-term management plan, the “7532 Plan.” At present, we are promoting a variety of activities to achieve the goals set out in this plan. The “7532 Plan”: fiscal year ended June 30, 2005–fiscal year ending June 30, 2007 7=recurring income margin over 7% 5=EPS (net income per share) over ¥500 3=net sales over ¥300 billion 2=double-digit growth, target is 20% With the similar-sounding “753 Plan,” which set the stage for growth in the fiscal year ended June 30, 2001, we aimed at net sales of ¥70 billion, a recurring income of ¥5 billion and a 30-store structure. While the number “7532” is connected with this, it is also the securities code of the Company's listing on the TSE. 8 Don Quijote Co., Ltd. Annual Report 2006 gh new business formats Reforming the internal structure for further growth After the full-scale expansion of our store network, we are endeavoring to strengthen the internal structure in response to further growth. Before that time, as the company did not have any serious rivals, due to its unique business format, the two sales headquarter structure helped to drive rapid growth through friendly rivalry. However, in February 2005, by consolidating these into one unit with the aim of expanding scale merit, we gained a number of benefits, including enhanced buying power, a merchandise strategy that reflects local characteristics and cost reductions in back office sections. Implementing the liquidity of store real estate We are undertaking measures to assure the liquidity of store real estate in order to boost the efficiency of our assets and strengthen our financial structure. We have already implemented the liquidity of our store real estate in three cases. In the fiscal year ended June 30, 2006, we accomplished the securitization of four stores: the PAW Empowering store staff, not just managers, with product selection and display responsibilities, maximizing the attraction of stores. Nishinomiya store, the PAW Ishikiri store, the PAW Kashiwa store and the Don Quijote Atsugi store. The measures were promoted on the initiative of the Group, which is the originator (the property owner) with the objectives of optimizing costs through securitization, selecting schemes with better conditions and formulating standards for possible future operations. This was a joint arrangement between D-ONE Co., Ltd. (a wholly owned Company subsidiary) and STAR MICA Co., Ltd. We have enabled more flexible and efficient financing for future store development and making investments by diversifying the ways that we procure funds. Leveraging our exclusive know-how in the chattel evaluation business Since opening the first Don Quijote store in 1989, we have built up a great deal of know-how in developing stores and procuring products. Our greatest strength lies in applying this know-how in our main business of operating stores; however, in recent years we have increasingly turned to developing new business formats. One example is our alliance contract in April 2006 with Resona Bank, Limited. This is a tie-up to evaluate third-party merchandise inventories involved in chattel mortgage financing. In this scheme, a financial institution provides financing using collateral consisting of the movable property of a corporation, such as its merchandise inventory. In this business alliance, we will undertake to estimate circulation prices and purchase prices by taking advantage of the know-how and product data that we have accumulated in 2.5 million cases regarding the stocking of spot products. This tie-up business is based on the Company’s business model of maximizing utilization of its management resources. At the same time, this new business will enable financial institutions, through increased business transactions, to bring greater vitality to small- and medium-sized businesses, which is likely to result in significant real and intangible benefits to society. Don Quijote Co., Ltd. Annual Report 2006 9 Merchandise Strategies A distinctive and proven concept A richer variety of products at further discounted prices We offer a rich variety and a vast abundance of goods, ranging from leading overseas brands of handbags, watches and the latest digital home appliances to others, as well as daily necessities such as tissue and detergent, food products and pet food. Moreover, customers can experience the joy of spotting lucky finds while walking amidst the host of miscellaneous goods and party goods that we stock within stores. Still, the greatest appeal of Don Quijote is the huge variety of products available at reasonable prices. Customers say: “When I go to Don Quijote, I end up buying a whole bunch of things.” This is the kind of reputation that we have won among customers. The reason is the consistently fresh, new selection that they encounter, which is so original with Don Quijote. We give customers the emotional experience and excitement of encountering unexpected products. This we achieve by always delivering “Something New,” a fresh surprise, every time they visit the store. The secret is our product mix, of which 30% consists of number- and time-limited spot goods. We also have always responded sensitively and faster than others, to stock the products that customers want at that moment. Recently, we set up our “Kosupure-kan” which offers one of the largest domestic collections of game and animation character costume products. In every case, we make all-out efforts to retain customer confidence in the area of stocking and price setting and in the service area where we have introduced the “Donki Low Price Guarantee” system. Under this system, we guarantee to reimburse the customer for the price difference if the customer finds a target product purchased in one of our stores at another store at a lower price, even if the difference is only one yen. This clear stance leads to customer confidence in our moderate pricing. Friendly, handwritten price tags draw attention to key product features along with our extremely low prices. We are working everyday to embody our stores’ catchphrase, “Palace of Extreme Low Price.” 10 Don Quijote Co., Ltd. Annual Report 2006 for excitement and emotion Combining customer attraction with strengthened profitability The main factors behind our customer attraction are the regularly stocked national-brand products at thoroughly appealing prices—we take pride in our catchphrase: “Palace of Extreme Low Prices.” These regularly stocked national-brand products enhance our competitive strengths by fully leveraging our advantages of scale, thanks to the increase in the number of stores and the integration of the sales headquarters. In contrast, what drive our profitability are spot products with high unit prices and spot products with high gross margins. These spot products are indispensable in giving customers the pleasure of discovering rare, unusual products. We carefully meet the needs of customers by giving merchandising authority to staff members with youth sensibilities. The combination of these regularly stocked national brand products and spot products allows the Company to provide product assortments that please customers and feature outstanding profitability. Don Quijote Co., Ltd. Annual Report 2006 11 Store Strategies Efficient store openings, area domi Enriching our store network by expanding into new regions with area saturation We regard area saturation as the basic strategy behind our store-opening policy because it offers numerous advantages including distribution efficiency and enhanced awareness in heavily populated urban areas. In the Tokyo metropolitan area, we have already opened stores in the vicinity of terminus railway stations such as Shinjuku, Shibuya, Ikebukuro and Ueno, and we are augmenting our store network in Yokohama area. On the other hand, we want more local customers to experience the fun offered by Don Quijote, so we are stepping up the pace of store-openings in other areas. In the fiscal year ended June 30, 2006, we broadened our store network to embrace 25 prefectures, as a result of opening our first stores in Miyagi, Nagano and Wakayama prefectures. To carry out a speedy expansion of the store network, it is crucial to both obtain better site information and respond faster than others. We have accomplished this by matching three different store formats—Don Quijote, PAW and Picasso—to the characteristics of sites and commercial areas. Starting in the year under review, we launched a convenience-store prototype for a new format, “Power–CVS Johnetsu–Kuhkan,” thereby further enhancing the flexibility of our store development operations. Just as important as opening new stores, is the strategy for boosting the competitiveness of comparable stores. Now that 17 years have passed since the opening of our first store, we focus on renewals of existing stores with promising sales growth potential. As part of this program, we re-opened our Fuchu store, which was Don Quijote's first store, in June 2006, featuring great expansions in terms of size and contents. Actualizing further growth by developing new business formats The Company has regularly achieved growth by breaking down existing concepts and creating new business formats based on the Don Quijote concept. From 2006, we have been moving ahead with the development of additional business formats. We are engaged in the development of a next-generation convenience store “Power–CVS Johnetsu–Kuhkan,” which integrates sales of goods with a delicatessen kitchen. In June 2006, we signed a business alliance with DELI SYSTEM PLANNING Co., LTD., a consulting company specializing in deli business. Making use of our partner's know-how, we will supply hot prepared lunches made in our own store kitchens. At the same time, we will demonstrate our experience and product procurement capabilities on the goods retailing side by offering a richer product assortment at better prices—thus drawing a clear distinction between our stores and conventional convenience stores. The first “Power–CVS Johnetsu–Kuhkan” store opened and attracted wide attention in Shibuya-ku in central Tokyo in August 2006. We aim to establish a new business format: an accessible, considerate and convenient store that customers feel like visiting every day. To accomplish this goal, we will repeatedly set up and verify hypotheses based on customer requirements. 12 Don Quijote Co., Ltd. Annual Report 2006 nance and geographic expansion First steps overseas In February 2006, the Company acquired all the stock of THE DAI’EI (USA), INC., which operates GMS stores in Hawaii. The new acquisition was made a fully owned consolidated subsidiary under the name “Don Quijote (USA) Co., Ltd.” We then re-launched the operation of four stores on the Island of Oahu, Hawaii, which marked our first advance overseas. We also began the successive renewal of these four stores in October 2006. Based on the strengths in the market for oriental products, this renewal envisions the reinforcement of the stores’ sales appeal, including publicity of Don Quijote’s concept of adding something extra, strengthening freshness and delicatessen offerings and drastic reforms of the in-store non-food sales area. In addition, we envision streamlining our head office functions and increasing efficiency as well as restructuring the stores’ management, including reductions of loss rates by strengthening store control levels. Of course, we are not forgetting our signature amusement features. Our goal is stores that are well loved by The Kaheka store in Hawaii, which was renovated in October 2006, has an excellent location about 10 minutes drive from Waikiki. everyone from the local people to tourists. Regarding future development, we are looking first to Hawaii. Naturally, our objective is to steadily accumulate experience in operating stores overseas. Hokkaido area Store network (as of June 30, 2006) Tohoku area Kansai area Kyushu area Kanto area Chubu area Chugoku/Shikoku area Oahu, Hawaii Don Quijote Co., Ltd. Annual Report 2006 13 FINANCIAL SECTION Five-year Summary (Consolidated data) Years ended June 30 Millions of U.S. dollars Millions of yen 2002 2003 2004 2005 2006 2006 For the fiscal year ¥115,429 ¥158,619 ¥192,840 ¥232,778 ¥260,779 $2,263 89,388 122,308 148,543 179,330 200,425 1,739 19,124 27,146 33,686 42,634 48,500 421 Operating income 6,917 9,166 10,611 10,814 11,854 103 Income before income taxes 7,151 10,096 12,368 12,690 17,808 155 Net income 4,027 5,642 6,846 7,163 10,725 93 ¥ 72,486 ¥ 93,411 ¥126,774 ¥150,048 ¥167,534 $1,454 26,562 32,233 41,738 52,128 72,741 631 Net sales Cost of goods sold Selling, general and administrative expenses At year-end Total assets Shareholders’ equity Per share Yen ¥ 401.20 ¥ 557.02 ¥ 348.83 ¥ 336.74 ¥ 474.93 $ 4.12 Diluted earnings 391.04 513.89 308.68 288.29 421.98 3.66 Cash dividends 15.00 15.00 30.00 40.00 50.00 0.43 Basic earnings Key ratios % ROA 11.3 10.8 9.6 7.8 7.5 ROE 16.6 19.2 18.5 15.3 17.2 *The per share data has not been restated to reflect the retroactive effects of the stock splits in August 2003 and July 2006. CONTENTS Five-year Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Management Discussion and Analysis . . . . . . . . . . . . . 15 Independent Auditors’ Report . . . . . . . . . . . . . . . . . . . . 19 Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . 20 Consolidated Statements of Income . . . . . . . . . . . . . . . 22 Consolidated Statements of Shareholders’ Equity Consolidated Statements of Cash Flows . . . . 23 . . . . . . . . . . . . 24 Notes to Consolidated Financial Statements . . . . . . . . . 25 14 U.S. dollars Don Quijote Co., Ltd. Annual Report 2006 Management Discussion and Analysis Consolidated Business Results In the fiscal year ended June 30, 2006 (July 1, 2005 to June 30, 2006) Don Quijote Co., Ltd. and its consolidated subsidiaries achieved increases in revenues and profits for the tenth consecutive year since adopting consolidated accounting, posting net sales of ¥260.8 billion, operating income of ¥11.9 billion and net income of ¥10.7 billion (year-on-year increases of 12.0%, 9.6% and 49.7%, respectively). Moreover, the Company achieved higher revenues and profits on a non-consolidated basis for the 16th consecutive year. The increase in net sales is attributable to the opening of 16 new stores in the year under review and the contribution from comparable-store sales that exceeded the forecast at the beginning of the current fiscal year. In the fiscal year under review, the Company has increased its pursuit, beyond the previous fiscal year’s level, of initiatives to strengthen its marketing competence and reap steady benefits. Moreover, the integration of the two sales headquarter structure carried out in the previous fiscal year started to generate full-scale effects, especially with regard to enhanced buying power and increasing scale merits, and therefore contributed to raise the marketing competence of the Company. As a result of these initiatives, the actual comparable-store sales continued to increase year on year, up 2.9% in the year under review, compared to the previous fiscal year’s increase of 2.0%. The number of customers decreased by 0.4%, but spending per customer increased by 3.3% year on year. The Company newly opened a total of 16 stores; 12 Don Quijote stores, two Picasso stores and two PAW malls, while one store was closed during the current fiscal year. The total number of stores as of the current fiscal year-end rose to 122 (or 126, if four stores in Hawaii, U.S.A. operated by the subsidiary acquired in February 2006 are included), from 107 in the previous fiscal year. By product category, although sales of products for outdoor activities such as sporting goods and leisure equipment were impacted by unstable weather, daily commodities maintained steady growth, moreover watches and fashion merchandise put in a brisk performance, increasing 14.0% year on year. As a result, the sales of electrical goods increased by 7.4% to ¥51.5 billion over the previous year; daily commodities increased by 12.9% to ¥57.2 billion; foods increased by 9.2% to ¥49.3 billion; watches and fashion merchandise increased by 14.0% to ¥70.9 billion; sporting goods and Sales by product category Composition of sales (%) 260,779 (Millions of yen) 13,567 232,778 9,779 192,840 89,231 7,798 79,270 5,179 Watches and 115,429 fashion merchandise / 4,120 Sporting goods and 37,200 leisure equipment Daily commodities / Foods 65,362 52,734 106,450 95,753 80,477 67,235 48,239 Electrical goods 02 03 04 51,531 47,976 39,203 33,471 25,870 05 Electrical goods 19.8% 7.0% 158,619 Others Others 5.2% Sporting goods and leisure equipment 06 4.3% Watches and 7.3% 20.6% fashion merchandise 05 21.7% 27.2% 26.7% Daily commodities 19.4% 21.9% Foods 18.9% 06 Don Quijote Co., Ltd. Annual Report 2006 15 leisure equipment increased by 7.2% to ¥18.3 billion, and other services decreased by 7.4% to ¥4.7 billion. The total sales of two overseas subsidiaries, which are consolidated from the current fiscal year, amounted to ¥2.8 billion In addition to merchandise sales, rent revenue from tenants increase by 18.9% to ¥5.5 billion from the previous fiscal year, due to a firm development in 27 PAW shopping malls performance. The gross profit margin edged up by 0.1 point to 23.1% from the previous fiscal year, in spite of inventory removals mainly due to unstable weather. Selling, general and administrative expenses increased by 13.8% to ¥48.5 billion, compared with the previous fiscal year, and the ratio of selling, general and administrative expenses to sales also showed a slight rise of 0.2 point to 18.6%. As a result, operating income was ¥11.9 billion, which was 9.6% higher than the previous fiscal year, and operating income margin marked 4.5%. Other income and expenses jumped to ¥6.0 billion, with a sizable increase of 317.4% year on year, although there were increases in interest expenses on bonds, losses on closure of stores and ¥1.2 billion in impairment losses on fixed assets. Major income factors include a ¥0.5 billion amortization of negative goodwill and a ¥4.6 billion gain on sales of shares of ORIGIN TOSHU Co., Ltd. As a result, income before income taxes and minority interests increased by 40.3% to ¥17.8 billion over the previous fiscal year, and net income increased by 49.7% to ¥10.7 billion. The fiscal year ending June 30, 2007 is the final fiscal year for the “7532 Plan,” a three-year medium-term management plan launched in the fiscal year ended June 30, 2005, and therefore the Company will implement any and all measures to achieve the goals set forth in the Plan. Based on the assumptions that around 15 new stores will be opened (increasing sales floor space by approximately 20,000 square meters) and a 0.5% increase of comparable-store sales, the Company projects consolidated net sales of ¥300.0 billion (a year-on-year increase of 15.0%), ¥14.7 billion operating income (24.0% increase) and ¥10.5 billion net income (2.1% decrease). Gross profit (Millions of yen) Gross profit margin (%) 22.6 22.9 23.0 23.0 Number of stores Total sales floor space 23.1 (m2) 25 70,000 200,000 ( ) 187,803 * 60,000 53,448 150 150,000 50,000 135,770 15 44,297 40,000 30,000 116,516 ( ) 126 * 36,312 10 26,041 100,000 79,588 56,629 20,000 5 50,000 0 02 03 04 05 0 0 06 * Includes four stores in Hawaii, acquired during the fiscal year ended June 30, 2006. ( ) Don Quijote Co., Ltd. Annual Report 2006 100 107 93 70 50 53 10,000 16 200 60,354 20 0 02 03 04 05 06 Financial Position Total assets at the end of the fiscal year under review (June 30, 2006) increased by ¥17.5 billion from the previous fiscal year to ¥167.5 billion. Current assets increased by ¥18.5 billion to ¥79.7 billion over the previous fiscal year. This increase is largely attributable to a ¥12.7 billion increase in cash and time deposits, mainly due to sales of affiliates’ securities, as well as a ¥5.0 billion increase in inventories accompanied by new store openings. Property and equipment decreased by ¥4.2 billion to ¥58.8 billion. While assets were added in connection with new store openings in fiscal 2006 and fiscal 2007, asset liquidation taken against four stores the Company owned, as a part of measures to reinforce and enrich the Company’s financial structure, contributed to this reduction. On the other hand, the total of investments and advances and other assets increased by ¥3.1 billion to ¥26.6 billion, mainly due to a ¥1.3 billion increase in other investment securities and a ¥1.6 billion increase in fixed leasehold deposits. Total liabilities as of the end of the fiscal year under review decreased by ¥3.1 billion to ¥94.8 billion, compared with the previous fiscal year end. Current liabilities rose by ¥6.2 billion to ¥46.4 billion, mainly due to an increase in accounts payable-trade of ¥3.5 billion, caused by an increase in the purchasing amount of inventories accompanying the expansion of corporate scale. Long-term liabilities, on the other hand, decreased by ¥9.3 billion to ¥48.3 billion. Although ¥1.6 billion of negative goodwill was posted, there were even larger decreases, such as a decrease of ¥8.9 billion in convertible bonds due to conversion. Other than these liabilities, the Company concluded a commitment line agreement for ¥10.0 billion with a group of 12 banks, in order to prepare for future capital needs. Interest-bearing debt as of the end of the fiscal year under review, excluding Zero Coupon Convertible Bonds, decreased by ¥2.1 billion to ¥46.1 billion, largely attributable to conversion of convertible bonds. The ratio of interest-bearing debt to total assets decreased to 27.5% from 32.1% of the previous fiscal year along with the debt-to-equity ratio, which fell to 63.4% from 92.5%. Total shareholders’ equity as of June 30, 2006 amounted to ¥72.7 billion, recording a large increase of ¥20.6 billion compared with the previous fiscal year end. The major contributing factors include a ¥9.8 billion increase in retained earnings due to an increase in net income, increases of ¥4.7 billion in common stock and additional paid-in capital, respectively, and conversion of convertible bonds and execution of stock options. The shareholders’ equity ratio sharply improved to 43.4% from the previous year’s 34.7%, and return on equity (ROE) rose as well to 17.2% from 15.3%. Total shareholders’ equity Return on equity (%) Total assets (Millions of yen) Return on assets (%) 20 200,000 20 100,000 17.2 19.2 167,534 150,048 150,000 11.3 10.8 15 18.5 15.3 16.6 72,741 15 126,774 60,000 9.6 100,000 80,000 (Millions of yen) 93,411 7.8 52,128 10 7.5 10 41,738 72,486 40,000 32,233 26,562 5 5 50,000 20,000 0 0 02 03 04 05 06 0 0 02 03 04 05 06 Don Quijote Co., Ltd. Annual Report 2006 17 Cash Flows Net cash generated by operating activities during the fiscal year ended June 30, 2006 amounted to ¥10.4 billion, an increase of ¥2.0 billion compared with the previous fiscal year. Major factors include a ¥5.1 billion increase in income before income taxes, which absorbed an increase in inventories and income taxes paid. Net cash of ¥2.1 billion was provided by investing activities, in contrast to the previous fiscal year, where ¥15.0 billion was used. The main reasons for this reversal were a contribution from the liquidation of store real estate and equipment, and profits from sales of affiliates' securities although there was capital investment for new store openings. Net cash provided by financing activities sharply decreased by ¥12.4 billion to ¥0.2 billion from the previous fiscal year, the reasons being that cash flows from operating activities improved, and that the Company did not conduct active capital procurement, since cash flows from investing activities provided sufficient revenue. As a result of these cash flows, cash and cash equivalent as of the fiscal year end under review increased by ¥12.7 billion over the previous fiscal year to ¥27.8 billion. Capital Investment In the fiscal year ended June 30, 2006, capital investment decreased by ¥4.3 billion over the previous fiscal year to ¥13.3 billion. On the other hand, free cash flows (net income for the year + depreciation and amortization + extraordinary gains and losses – cash dividends) improved by ¥4.5 billion to ¥15.7 billion. The Company plans to open around 15 new stores and to spend approximately ¥17.0 billion in capital investment for the fiscal year ending June 30, 2007 and will endeavor to generate enough free cash flows to cover this capital investment. Free cash flow (Millions of yen) 20,000 Capital expenditure (Millions of yen) 25,000 22,437 15,709 20,000 15,000 17,573 17,507 11,176 15,000 13,297 9,969 10,000 11,505 7,954 10,000 5,817 5,000 5,000 0 0 02 18 Don Quijote Co., Ltd. Annual Report 2006 03 04 05 06 02 03 04 05 06 Independent Auditors’ Report To the Shareholders and the Board of Directors of Don Quijote Co., Ltd. We have audited the accompanying consolidated balance sheets of Don Quijote Co.,Ltd. and its subsidiaries as of June 30, 2005 and 2006, and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the two years through the period ended June 30, 2006, all expressed in yen. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above, expressed in yen, present fairly, in all material respects, the consolidated financial position of Don Quijote Co.,Ltd. and subsidiaries at June 30, 2005 and 2006, and the consolidated results of their operations and their cash flows for each of the two years through the period ended June 30, 2006, in conformity with generally accepted accounting principles in Japan. Subsequent Events (1) As discussed in Note 22 to the consolidated financial statements, the Company conducted a threefor-one stock split of the Company’s common stock. (2) As discussed in Note 22 to the consolidated financial statements, the Company issued Zero Coupon Convertible Bonds due 2013. (3) As discussed in Note 22 to the consolidated financial statements, the Company entered into assets purchase agreements for tangible assets, leasehold deposits and inventories. And also, in our opinion, the accompanying consolidated financial statements expressed in yen have been translated into U.S. dollars on the basis set forth in Note 2. BA Tokyo & Co MEMBER OF MAZARS Certified Public Accountants Tokyo, Japan September 28, 2006 STATEMENT ON ACCOUNTING PRINCIPLES AND AUDITING STANDARDS This statement is to remind users that accounting principles and auditing standards and their application in practice may vary among nations and therefore could affect, possibly materially, the reported financial position and results of operations. The accompanying financial statements are prepared based on accounting principles generally accepted in Japan, and the auditing standards and their application in practice are those generally accepted in Japan. Accordingly, the accompanying financial statements and the auditors’ report presented above are for users familiar with Japanese accounting principles, auditing standards and their application in practice. Don Quijote Co., Ltd. Annual Report 2006 19 Consolidated Balance Sheets Don Quijote Co., Ltd. and Subsidiaries As of June 30, 2006 and 2005 Millions of U.S. dollars (Note 2) Millions of yen (Note 2) ASSETS 2006 2005 2006 ¥ 27,792 ¥ 15,055 $ 241 2,617 2,311 23 Current assets: Cash and time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts receivable-trade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: Allowance for doubtful accounts (Note 3) . . . . . . . . . . . . . . . . . . . Inventories (Notes 3 and 5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax assets (Notes 3 and 15) . . . . . . . . . . . . . . . . . . . . . . . . . . . Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6) (4) (0) 44,400 39,447 385 1,282 1,002 11 1,576 1,169 14 2,081 2,213 18 79,742 61,193 692 Investments and advances: Investments in and advances to affiliates (Notes 3 and 7) . . . . . . . . . . . Investment securities (Notes 3 and 7) . . . . . . . . . . . . . . . . . . . . . . . . . . . Advance payment for fixed leasehold deposits . . . . . . . . . . . . . . . . . . . . Long-term loans receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 169 190 1 7,125 5,854 62 169 387 1 870 876 8 Less: Allowance for doubtful accounts (Note 3) . . . . . . . . . . . . . . . . . . . Total investments and advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,280 7,302 72 Property and equipment, at cost (Notes 3 and 14): Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (53) (5) (0) 20,367 24,316 176 Buildings and structures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vehicles and delivery equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46,338 40,312 402 83 54 1 Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,943 9,479 121 12 1,063 Less: Impairment loss Less: Accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangibles (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (505) – 0 (4) (21,471) (12,245) (186) 58,767 62,979 510 2,460 2,421 21 14,713 13,121 128 1,429 1,183 12 Other assets: Fixed leasehold deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax assets (Notes 3 and 15) . . . . . . . . . . . . . . . . . . . . . . . . . . . Other non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 248 82 2 1,895 1,767 17 Total other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,285 16,153 159 ¥167,534 ¥150,048 $1,454 The accompanying notes are an integral part of the statements. 20 Don Quijote Co., Ltd. Annual Report 2006 Millions of U.S. dollars (Note 2) Millions of yen (Note 2) 2006 2005 2006 Accounts payable-trade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Short-term loans payable (Notes 8 and 14) . . . . . . . . . . . . . . . . . . . . . . . ¥ 26,197 ¥ 22,671 $ 227 743 125 6 Current maturities of long-term debt (Notes 8 and 14) . . . . . . . . . . . . . . Accrued income taxes (Note 15) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,557 9,098 83 2,649 3,295 23 Accrued expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,764 1,688 24 4,536 3,408 40 Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46,446 40,285 403 Long-term debt (Notes 8 and 14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Allowance for retirement benefits for directors (Note 3) . . . . . . . . . . . . . 44,984 55,985 390 186 155 2 Negative goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,557 – 14 1,620 1,495 14 Total long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,347 57,635 420 94,793 97,920 823 2006 — 23,779,408 shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,360 9,654 125 15,672 10,968 136 Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net unrealized gains on investment securities . . . . . . . . . . . . . . . . . . . . . 42,175 32,346 366 498 675 4 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Long-term liabilities: Shareholders’ equity (Notes 3, 12 and 19): Common stock Authorized: 2005 — 78,000,000 shares 2006 — 78,000,000 shares Issued and outstanding: 2005 — 22,011,163 shares Foreign exchange adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Minority interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 – 0 72,718 53,643 631 166 – 1 Less: Treasury stock, at cost 2005 — 277,464 shares 2006 — 25,650 shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72,741 52,128 631 Total liabilities, minority interests and shareholders’ equity . . . . . . . . . . . . ¥167,534 ¥150,048 $1,454 (143) (1,515) (1) The accompanying notes are an integral part of the statements. Don Quijote Co., Ltd. Annual Report 2006 21 Consolidated Statements of Income Don Quijote Co., Ltd. and Subsidiaries For the years ended June 30, 2006 and 2005 Millions of yen (Note 2) Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Selling, general and administrative expenses (Note 16) . . . . . . . . . . . . . . . Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Millions of U.S. dollars (Note 2) 2006 2005 2006 ¥260,779 200,425 60,354 48,500 11,854 ¥232,778 179,330 53,448 42,634 10,814 $2,263 1,739 524 421 103 Other income (expenses): Interest and dividend income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stock issuance cost (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bond issuance cost (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on sale of affiliates’ securities (Note 20) . . . . . . . . . . . . . . . . . . . . . Other income, net (Note 13) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Extraordinary item—losses due to fire (Note 20) . . . . . . . . . . . . . . . . . . Income before income taxes and minority interests . . . . . . . . . . . . . . . . . . 375 (518) (53) (13) 4,592 1,571 – 17,808 244 (403) (19) (163) – 2,483 (266) 12,690 3 (4) (0) (0) 40 13 – 155 Income taxes (Notes 3 and 15): Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income before minority interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Minority interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,677 (1,594) 10,725 – ¥ 10,725 ¥ 5,742 (188) 7,136 (27) 7,163 76 (14) 93 – $ 93 ¥ 11,854 ¥ 10,814 Recurring income: According to accounting principles and practices generally accepted in Japan, recurring income is shown below: Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other income (expenses): Interest and dividend income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stock issuance cost (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bond issuance cost (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Recurring income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other and extraordinary income (expenses): Gain on sale of affiliates’ securities (Note 20) . . . . . . . . . . . . . . . . . . . . . Other income and expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Extraordinary item—losses due to fire (Note 20) . . . . . . . . . . . . . . . . . . Income before income taxes and minority interests . . . . . . . . . . . . . . . . . . 375 (518) (53) (13) 2,751 14,396 244 (403) (19) (163) 2,368 12,841 3 (4) (0) (0) 23 125 4,592 (1,180) – ¥ 17,808 – 115 (266) ¥ 12,690 40 (10) – $ 155 Amount per share of common stock: Basic earnings (Notes 3 and 19) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted earnings (Notes 3 and 19) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash dividends applicable to the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 474.93 421.98 50.00 $ 103 U.S. dollars (Note 2) Yen ¥ 336.74 288.29 40.00 $ 4.12 3.66 0.43 On July 1, 2006, the Company has effected a three-for-one stock split of common stock to stockholders of record on June 30. Per share amount in the accompanying financial statements have been not adjusted for the split. The accompanying notes are an integral part of the statements. 22 Don Quijote Co., Ltd. Annual Report 2006 Consolidated Statements of Shareholders’ Equity Don Quijote Co., Ltd. and Subsidiaries For the years ended June 30, 2006 and 2005 Millions of U.S. dollars (Note 2) Millions of yen (Note 2) 2006 2005 2006 ¥9,654 ¥7,134 Common stock: Balance at beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 84 Issuance of new shares: Exercise of stock options (Note 12) . . . . . . . . . . . . . . . . . . . . . . . . . . Conversion of convertible bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 312 259 3 4,394 2,261 38 Balance at end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,360 9,654 125 10,968 8,449 95 312 259 3 Additional paid-in capital: Balance at beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Issuance of new shares: Exercise of stock options (Note 12) . . . . . . . . . . . . . . . . . . . . . . . . . . Conversion of convertible bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,392 2,260 38 Balance at end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,672 10,968 136 32,346 25,808 281 10,725 7,163 93 Retained earnings: Balance at beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loss on sale of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (869) (27) (625) – (8) (0) Balance at end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,175 32,346 366 Net unrealized losses on investment securities: Balance at beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 675 360 6 (177) 315 (2) 498 675 4 Increase (decrease) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign exchange adjustments: Balance at beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase (decrease) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . – – – 13 – 0 13 – 0 Minority interests: Balance at beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase (decrease) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . – – – 166 – 1 Balance at end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 166 – 1 (13) (13) Treasury stock, at cost: Balance at beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase (decrease) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,515) Balance at end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥(143) 1,372 (1,502) ¥ (1,515) 12 $(1) The accompanying notes are an integral part of the statements. Don Quijote Co., Ltd. Annual Report 2006 23 Consolidated Statements of Cash Flows Don Quijote Co., Ltd. and Subsidiaries For the years ended June 30, 2006 and 2005 Millions of yen (Note 2) 2006 2005 Cash flows from operating activities: Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation and amortization, including prepaid expense . . . . . . . . . . . . . . . . . . . . . . . . Impairment loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of negative goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for retirement benefits for directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest and dividend income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loss on investment by the equity method . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain from funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign exchange gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain from changes in equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on sale of investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loss on derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on sale of affiliated companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain from surrender of insurance policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loss on fire disaster . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loss on disposal of property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loss on close of shops . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Offset rent from deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase in trade receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase in inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase (decrease) in other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase in trade payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase in other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase in other non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other-net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash generated from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Received interest and dividend income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income tax paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥17,808 4,740 1,194 (452) 51 31 (375) 94 (301) 571 – (194) (250) – (4,592) (49) – 13 195 686 (306) (3,693) 144 2,213 2,392 214 17 20,151 293 (570) (9,447) 10,427 ¥12,690 4,441 – – 3 12 (244) – (290) 454 (0) (63) (229) 42 – (358) 97 115 66 566 (294) (4,333) (1,124) 2,307 275 188 – 14,321 47 (381) (5,556) 8,431 $155 41 10 (4) 0 0 (3) 1 (3) 5 – (2) (2) – (40) (0) – 0 2 6 (3) (32) 1 19 21 2 0 174 3 (5) (82) 90 Cash flows from investing activities: Payments for purchase of property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from sale of property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payments for purchase of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Collection of loan receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payments for leasehold deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from termination of leasehold deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Advance payments for fixed leasehold deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payments for cash surrender value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from cash surrender value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payments for purchase of investments securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from sales of investments securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payments for purchase of subsidiaries’ securities(Notes 21) . . . . . . . . . . . . . . . . . . . . . . Payments for purchase of securities of an affiliated company accounted for by the equity method . . . Payments for purchase of affiliates’ securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from sales of affiliates’ securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payments to funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other-net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,760) 8,942 (440) – (4,305) 3,365 – – – (1,422) 750 (5,328) (14,903) – 24,374 (440) 99 (1,862) 2,070 (11,685) 8 (1,053) 296 (3,598) 2,118 (1,097) (271) 623 (1,291) 1,213 – – (105) – – – (108) (14,950) (59) 78 (4) – (37) 29 – – – (12) 7 (46) (129) – 211 (4) 1 (17) 18 Cash flows from financing activities: Borrowing of short-term bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repayment of short-term bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase of short-term bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from issuance of commercial paper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payments for redemption of commercial paper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Borrowing of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repayment of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from issuance of bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payments for redemption of bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repayment of lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Issuance of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payments for purchase of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from sales of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payments of cash dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash provided by financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of exchange rate changes on cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . Net increase in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash and cash equivalents at beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash and cash equivalents at end of the year (Notes 3 and 21) . . . . . . . . . . . . . . . . . . . . . – – 743 – – 5,000 (6,971) 2,500 (2,456) (48) 983 (9) 1,354 (869) 227 13 12,737 15,055 ¥27,792 15,124 (15,848) – 30,000 (40,000) 9,000 (6,282) 23,000 (760) (46) 608 (1,502) – (625) 12,669 1 6,151 8,904 ¥15,055 – – 6 – – 43 (61) 22 (21) (0) 9 (0) 12 (8) 2 0 110 131 $241 The accompanying notes are an integral part of the statements. 24 Millions of U.S. dollars (Note 2) Don Quijote Co., Ltd. Annual Report 2006 2006 Notes to Consolidated Financial Statements For the years ended June 30, 2006 and 2005 Risk information 6. Future capital requirements Listed below are the main risks that could affect the business of Don Quijote Co., Ltd. (the “Company”). We make every effort to avoid and mitigate these risks after recognizing a possibility of these risks in the future. The following risks include the future matters, which are described based on our judgment and consideration from management point of view as of the date of filing the financial reports to MOF, September 28, 2006. The Company has to secure enough finance through the use of the various financial instruments (including bonds) for its further expansion. To the extent that such funding is not available to the Company in the future or is only available at very high cost, the Company's business, financial condition and results of operations are likely to be adversely affected. 7. Quarterly reports 1. Store expansion and human resources To keep its planned store expansion, the Company must ensure the continuing adequacy of its existing systems, controls and procedures, including distribution facilities, store management, financial controls and information systems. Especially the adequate labor resources are essential. There is no assurance that the Company will be able to achieve its planned expansion, that new stores will be effectively integrated into the Company's existing operations or that such stores will be profitable. 2. Import and distribution The Company is importing an increasing portion of its merchandise from sources outside Japan. As an importer, the Company's business is subject to the risks generally associated with doing business abroad, such as foreign governmental regulations, economic disruptions, delays in shipments, increases of freight cost and changes in political or economic conditions in countries in which the Company purchases products. Two distribution centers in Saitama and Osaka are operated by a third party contractor on behalf of the Company. Any significant interruption in the operation of these facilities, failure by the contractor to properly and successfully coordinate the operations of these facilities or any financial difficulties on the contractor would have a material adverse effect on the Company's business, financial condition and results of operations. 3. Merchandising The Company’s success depends in part upon the ability of its marketing staff, particularly those in their twenties and thirties, who anticipate customer trends and provide merchandise that appeals to customers. The failure to maintain and improve the quality of those staff members and to keep managing the Company’s organizational systems could lead to the decline of the Company’s business results. 4. Consumer demand, weather and seasonality Sales at the Company's stores are subject to consumer demand, weather and seasonal variations. The peak sales periods for the Company are the months of August and December. Consequently, if the Company fails to realize sufficient sales during its peak points, this could have a material adverse effect on the Company's business, financial condition and results of operation. 5. Regulatory environment The Company is subject to Japanese laws and regulations. The Large Scale Retail Store Location Law became effective from June 2000. The purpose of the law is to give local governments the power to regulate the development of large stores with a sales floor space of more than 1,000 square meters and to maintain lively environment in the areas surrounding such stores. The Company has to take measures to build soundproofing fences around store parking lots so as to resolve problems regarding car-parking noise. Thus, it is expected that the cost of building the fences will, somewhat, affect the Company’s financial performance. If the local communities have special regulations for stores with a sales floor space of less than 1,000 square meters, in particular, the Company’s financial performance and expansion plans may be also adversely affected if stores are forced to reduce their operations. 1. NATURE OF OPERATIONS The Don Quijote Group (the “Group”) is composed of Don Quijote Co., Ltd. (the “Company”), six consolidated subsidiaries (Paw Creation Co., Ltd., Donki Johokan Co., Ltd., D-ONE Co., Ltd., Donkicom Co., Ltd., Don Quijote (USA) Co.,Ltd. and Oriental Seafoods, Inc.) and one associated company by the equity method and five non-consolidated subsidiaries. The Group has three operations: discount store operations, leasing space management business and other businesses. Don Quijote Co., Ltd., Don Quijote (USA) Co., Ltd. and Oriental Seafoods, Inc. engage in discount store operations and whole sales operations. There are 122 discount retail stores in Japan and 4stores in Hawaii, U.S.A., principally selling electrical goods, household goods, food products, cosmetics, toiletries, sports goods and etc. Paw Creation Co., Ltd. rents part of floor space in Don Quijote stores to tenants for leasing space management business. Donki Johokan Co., Ltd. operates as an agent who sells cellular phones and call plans. As it has not been regulated by law or regulation in Japan that quarterly reports must be filed, it is not appropriate that quarterly reports are equally compared to semi-annual financial results and annual financial results. 8. Outsourcing of bookkeeping of accounts payable The Company entrusts daily procedures in relation to the Company’s accounting payables to a third party contractor. Any significant interruption in the procedures, failure by the contractor to properly coordinate the procedures successfully or any financial difficulties on the contractor would have a material adverse effect on the Company's accounting and payment process. 9. Security of client data The Company handles client data with precise care. Any data leak would have a material adverse effect on the Company’s business, financial condition and results of operations that could lead to legal matters. 10. Impairment of fixed assets The Group has promptly adopted the new accounting standard for impairment of fixed assets (“ Opinion Concerning Establishment of Accounting Standard for Impairment of Fixed Assets” issued by the Business Accounting Deliberation Council on August 9, 2002) and the implementation guidance for the accounting standard for impairment of fixed assets (the Financial Accounting Standards Implementation Guidance No.6 issued by the Accounting Standards Board of Japan on October 31, 2003) since the year ended June 30, 2004. Impairment loss of fixed assets as of June 30, 2006 is amounted for ¥1,194 million ($10 million). The Group tests fixed assets for impairment by comparing the fair value of each unit, using discounted cash flows to the caring value to determine if there is an indication that potential impairment may exist. Potential impairment would have material adverse effect on the company’s business, financial condition and results of operations. 11. Legal Proceedings On March 9, 2005, the Company received an advisory report about the Antimonopoly Act from the Fair Trade Commission of Japan (JFTC) regarding partial charge of sales promotion expenses on its suppliers and enforcing them labor service at the times of inventory count and reengagement. The Company, however, notified JFTC of denial of the report, and therefore the case has been pending. The Company has requested proper fact investigation and application of the Act as the case proceeds. 12. Price drop of subsidiary and affiliated company shares Share of subsidiary are valued at cost. To the extent that the operation of subsidiary become loss continually, by applying the Financial Accounting Standards Impairment Guidance No.6, the potential impairment would have material adverse effect on the Company’s business, financial condition and results of operations. D-ONE Co., Ltd. was established to operate real estate business and develop the Group stores in September 2004. Donkicom Co., Ltd. was established to offer mobile, web, finance, and marketing business in January 2005. 2. BASIS OF PRESENTING CONSOLIDATED FINANCIAL STATEMENTS The consolidated financial statements are prepared in accordance with accounting principles and practices generally accepted in Japan under the requirements of the Japanese Corporate Law and other applicable rules and regulations for domestic purpose and are filed with the local finance bureau of the Ministry of Finance (MOF) as required by the Securities and Exchange Law and its related laws, rules and regulations. In preparing these financial statements, certain reclassifications and rearrangements have been made to the original financial statements issued domestically in Japan, for the conveniences of readers outside Japan. The consolidated financial statements are not intended to present the financial positions, results Don Quijote Co., Ltd. Annual Report 2006 25 of operations and cash flows in accordance with accounting principles and practices generally accepted in countries and jurisdictions other than Japan. The Don Quijote (USA) Co., Ltd. and Oriental Seafoods, Inc. are prepared in accordance with accounting principles and generally accepted in U.S.A In addition, the accompanying notes include information, which is not required under generally accepted accounting principles and practices in Japan, but is presented herein as additional information. All yen figures are rounded off to the nearest million yen. The U.S. dollar amounts presented in the accompanying financial statements are converted solely for convenience at the rate of ¥115.24 to U.S. $1.00, which was the approximate exchange rate prevailing on June 30, 2006. The convenient translations should not be construed as representations that the Japanese yen amounts have been, could have been, or could in the future be, converted into U.S. dollars at this or any other rate of exchange. Certain reclassifications have been made in the 2005 financial statements to conform to the presentation for 2006. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Consolidation In the accompanying consolidated financial statements, the Company accounts for its subsidiaries on a consolidated basis. As of June 30, 2006, the Parent has eleven subsidiaries including six consolidated subsidiaries as set out in the following table. Group interest of capital PAW Creation Co., Ltd. 100% Donki Johokan Co., Ltd. 51% D-ONE Co., Ltd. 100% Donkicom Co., Ltd. (*1) Don Quijote (USA) Co., Ltd. Oriental Seafoods, Inc.(*2) 20% (*2) 100% 100% Activity Operation of multiple tenant shopping malls including leasing of real property Operation of cellular phones sales business as an agency of Don Quijote. Operation of development of the Group companies, and real estate business Operation of mobile, web, finance, and marketing businesses Operation of discount retail shops. Mainly whole sales to Don Quijote (USA) Co., Ltd. (*1) Although the percentage of its voting rights held by the Company is less than 50%, Donkicom Co., Ltd. has been consolidated because it is substantially controlled by the Company. (*2) Don Quijote (USA) Co., Ltd.(Previous name:THE DAI’EI(USA),INC.) and Oriental Seafoods, Inc. was acquired by stock purchase for 2006. Investments in affiliates are accounted for by the equity method. All material intercompany transactions and account balances have been eliminated. Cash flow equivalents In preparing the cash flow statements for the years ended June 30, 2006 and 2005, cash is considered to be “cash and cash equivalents” which include cash on hand, readily available deposits and highly liquid investments with original maturities not exceeding three months. Exchange of foreign currency accounts All assets and liabilities denominated in foreign currencies are translated at the foreign exchange rates prevailing at the respective balance sheet dates. Foreign exchange gains or losses are credited or charged to current income when incurred. All assets and liabilities of foreign consolidated subsidiaries are translated at the foreign exchange rates prevailing at the respective balance sheet date. Foreign currency translation adjustments of foreign consolidated subsidiaries are presented as a separate component of “Shareholders’ equity”. Use of estimates The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements and revenues and expenses during the reporting periods. Actual results could differ from those estimates. Marketable securities and investment securities Securities available-for-sale are carried at fair value with corresponding unrealized gains (losses) recorded directly in a separate component of stockholders’ equity. Realized gains and losses, which are determined by the moving-average cost method, are reflected in the statements of income when realized. Securities available-for-sale for which fair value is not readily determinable are carried at moving average cost or amortized cost determined by the moving average method. Investment in affiliates, in which the Group has a 20%-50% interest or otherwise exercises significant influence are carried at cost, adjusted for the Company’s proportionate share of their undistributed earnings or losses. Inventories The Company and foreign subsidiary adopt the principle that inventories are valued at cost determined by the retail method. 26 Don Quijote Co., Ltd. Annual Report 2006 Impairment loss on inventories of ¥427 million ($4 million) and ¥895 million as of June 30, 2006 and 2005 were recorded in “Cost of goods sold” respectively. Property and equipment Property and equipment are carried at cost. Significant renewals and additions are capitalized: maintenance repairs, minor renewals and improvements, are charged to income as incurred, interest costs relating to construction of property and equipment are not capitalized. For the Company and domestic subsidiaries, depreciation of property and equipment is computed principally by the declining balance method except the buildings, which is depreciated on the straight-line method. These are according to the rules based on the Japanese Corporation Tax Law. Property and equipment by lease contracts is computed by the straight-line method. For the foreign subsidiary, the depreciation of property and equipment is computed by the straight-line method. The useful lives of property and equipment for computing depreciation, which are identical with the useful lives stipulated under the Japanese Corporate Tax regulations, are as shown below: Years Buildings and structures . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equipment and vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 to 45 2 to 20 In general, when assets are sold or otherwise disposed of, the profits or losses thereon, computed on the basis of the difference between depreciated costs and proceeds, are credited or charged to income in the year of sale or disposal, and costs and accumulated depreciation are removed from the accounts. Long-lived assets are reviewed for impairment and written down to fair value whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and an impairment loss must be recognized. If the sum of the expected future cash flows is less than the carrying amount of the assets, an impairment loss is recognized. Intangible assets In accordance with the provisional rule of the JICPA’s Accounting Committee Report No.12 “Practical Guidance for Accounting for Research and Development Costs, etc.” (the “Report”), the Company accounts for software which was included in intangible assets in the same manner in 2006 as in 2005 and depreciated it using the straight-line method over the estimated useful lives (five years). Identifiable intangibles are reviewed for impairment and written down to fair value whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and an impairment loss must be recognized. If the sum of the expected future cash flows is less than the carrying amount of the assets, an impairment loss is recognized. Negative goodwill is amortized using the straight-line method over their estimated useful lives. Impairment of fixed assets The Group adopted early the new accounting standard for impairment of fixed assets (“Opinion Concerning Establishment of Accounting Standard for Impairment of Fixed Assets” issued by the Business Accounting Deliberation Council on August 9, 2002) and the implementation guidance for the accounting standard for impairment of fixed assets (the Financial Accounting Standards Implementation Guidance No.6 issued by the Accounting Standards Board of Japan on October 31, 2003). This standard also applies to non-capitalized finance leases. Leased transactions Non-cancelable lease transactions that transfer substantially all risks and rewards associated with the ownership of assets are accounted for as finance leases. All other lease transactions are accounted for as operating leases and relating payments are charged to income. Common stock issuance costs Common stock issuance costs are directly charged to income as incurred. The Japanese Corporate Law prohibits charging such stock issuance costs to capital accounts. Bond issuance costs Bond issuance costs are directly charged to income as incurred. Allowance for doubtful accounts The allowance for doubtful receivables is provided in amounts sufficient to cover possible losses on collection. The allowances for doubtful accounts has been provided for at the aggregate amount of estimated credit loss based on the individual financial approach for doubtful or troubled receivables and a general reserve for other receivables calculated based on the historical loss experience for a certain time period. Allowance for sales discount Allowance for sales discount is calculated based on the aggregated amount of the historical sales discount incentive on sales. Allowance for retirement benefits for directors The Company adopted a retirement benefit plan for directors and statutory auditors. Directors and statutory auditors are entitled to be paid a lump-sum retirement benefit determined on the basis of the Company rules. Revenues recognition The Company, Don Quijote (USA) Co., Ltd. and Oriental Seafoods, Inc. recognize revenue as “Net sales” at the time sales are made to customers. Paw Creation Co., Ltd. recognized revenue as rental fees from tenant, as it becomes receivable according to the provision of lease agreement. These fees are determined on the basis of the sale of each tenant. Income taxes Income taxes are determined by using the liability method, where deferred tax assets and liabilities are recognized for temporary differences between tax basis of assets and liabilities and their reported amounts in the financial statements. Derivatives financial instruments The Group uses derivative finance instruments for the purpose of hedging against the risk of fluctuation in interests on loan payable. The carrying amounts of interest swap agreements are stated at market value at balance sheet date. Dividends Dividends are declared by the Board of Directors and approved by the shareholders at meetings held subsequent to the fiscal year to which the dividends are applicable, and shareholders of record as at the end of such fiscal year are entitled to the subsequently declared dividends. Dividends charged to retained earnings represent dividends approved by the shareholders and paid during the respective years. Semiannual interim dividends may also be paid upon resolution of the Board of Directors, subject to certain limitations imposed by the Japanese Corporate Law. Bonuses to directors and statutory auditors Bonuses to directors and statutory auditors, which are subject to shareholders’ approval at the annual shareholders’ meeting under the Japanese Corporate Law, are charged to income as incurred. The Company applies its method of accounting for bonuses to directors and statutory auditors to charge them to income as incurred (Practical Issues Task Force No.13, “Accounting Treatment for Bonuses to Directors and Corporate Auditors,” issued by the Accounting Standards Board of Japan on March 9, 2004). 5. INVENTORIES Inventories at June 30, 2006, and 2005 are as follows: Millions of yen (Note 2) 2006 2005 Electrical goods . . . . . . . . . . . . . . . . . . . Daily commodities . . . . . . . . . . . . . . . . Foods . . . . . . . . . . . . . . . . . . . . . . . . . . Watches, fashion goods . . . . . . . . . . . . Sports, leisure goods . . . . . . . . . . . . . . Others . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . Shareholders’ equity Changes in the number of shares issued and outstanding during the years ended June 30, 2006 and 2005 are as follows: Common stock outstanding: Balance at beginning of the year . . . . . . . . . . . . . Conversion of convertible bonds . . . . . . . . . . . . . Exercise of stock options . . . . . . . . . . . . . . . . . . . Balance at end of the year . . . . . . . . . . . . . . . . . . . 2006 22,011,163 1,655,445 112,800 23,779,408 ¥ 9,570 5,979 1,778 19,360 2,261 499 ¥39,447 $ 91 57 18 182 21 16 $385 6. LEASE TRANSACTIONS (1) Lease transactions derived from Special Purpose Company (SPC) (a) Assumed acquisition cost: Millions of yen (Note 2) 2006 2005 Land . . . . . . . . . . . . . . . . . . . . . . . . . . Buildings . . . . . . . . . . . . . . . . . . . . . . . . Structures . . . . . . . . . . . . . . . . . . . . . . . ¥11,567 7,024 132 ¥8,279 2,736 62 Millions of U.S. dollars (Note 2) 2006 $100 61 1 (b) Lease payments: Millions of yen (Note 2) 2006 2005 Lease payments . . . . . . . . . . . . . . . . . . ¥2,238 Millions of U.S. dollars (Note 2) 2006 ¥1,434 $19 (c) Maximum guarantees for SPC; ¥2,005 million ($17 million) (2) Operating lease Future minimum lease payments subsequent to on June 30, 2006 and 2005 for operating leases were summarized as follows: Accounting for consumption taxes The Japanese consumption taxes withheld and consumption taxes paid are not included in the accompanying consolidated statements of income. ¥10,470 6,560 2,101 20,992 2,429 1,848 ¥44,400 Millions of U.S. dollars (Note 2) 2006 Millions of yen (Note 2) 2006 2005 Due within one year . . . . . . . . . . . . . . . Due after one year . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 2,312 13,508 ¥15,820 ¥ 642 4,605 ¥5,247 Millions of U.S. dollars (Note 2) 2006 $ 20 117 $137 2005 20,833,929 1,070,834 106,400 22,011,163 7. MARKETABLE SECURITIES AND INVESTMENT SECURITIES The Group invests in equity securities and classifies its investments in equity securities as available-for-sale. Investments securities consist of equity securities, debt securities and others. Changes in the number of treasury stocks during the years ended June 30, 2006 and 2005 are as follows: (1) Information regarding available-for-sale securities and investment securities as of June 30, 2006 and 2005 are as follows: Treasury stock outstanding: The following table sets forth acquisition cost, fair market value and unrealized gains (losses) as of June 30, 2006. Balance at beginning of the year . . . . . . . . . . . . . . Increase by the purchase of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . Exercise of stock options . . . . . . . . . . . . . . . . . . . Balance at end of the year . . . . . . . . . . . . . . . . . . . 2006 2005 277,464 2,307 986 252,800 25,650 275,157 – 277,464 Per share data Basic net income per common share is calculated by dividing net income by the weighted-average number of shares outstanding during the reported period excepted for Note of Statements of Income. The calculation of diluted net income per common share is similar to the calculation of basic net income per share, except that the weighted-average number of shares outstanding includes the additional dilution from potential common stock equivalents such as convertible bonds and dilutive equity securities. 4. SUPPLEMENTAL INFORMATION Millions of yen (Note 2) 2006 Net unrealized Acquisition cost Fair market value gains (losses) Fair market value exceeds acquisition cost: Equity securities . . . . . . . . . . . . . . . . . . ¥ 66 Debt securities . . . . . . . . . . . . . . . . . . . – Others . . . . . . . . . . . . . . . . . . . . . . . . . . 1,601 Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . 1,667 Fair market value does not exceed acquisition cost: Equity securities . . . . . . . . . . . . . . . . . . 2 Debt securities: Corporate bonds . . . . . . . . . . . . . . . . 1,007 Others . . . . . . . . . . . . . . . . . . . . . . . . . . 1,339 Subtotal . . . . . . . . . . . . . . . . . . . . . . . . 2,348 Total . . . . . . . . . . . . . . . . . . . . . . . . . . ¥4,015 ¥ 546 – 2,058 2,604 ¥480 – 457 937 2 (0) 974 1,273 2,249 ¥4,853 (33) (66) (99) ¥838 Allowance for sales discount For 2006, the Company changed their method of accounting to reflect the periodic loss. The effect of change was to decrease ¥45 million of the operating income, recurring income and income before income taxes and minority interests. Don Quijote Co., Ltd. Annual Report 2006 27 The following table sets forth acquisition cost, fair market value and unrealized gains (losses) in U.S. dollars as of June 30, 2006. Millions of U.S. dollars (Note 2) 2006 Net unrealized Acquisition cost Fair market value gains (losses) Fair market value exceeds acquisition cost: Equity securities . . . . . . . . . . . . . . . . . . Debt securities . . . . . . . . . . . . . . . . . . . Others . . . . . . . . . . . . . . . . . . . . . . . . . . Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . $ 1 – 14 15 Fair market value does not exceed acquisition cost: Equity securities . . . . . . . . . . . . . . . . . . 0 Debt securities: Corporate bonds . . . . . . . . . . . . . . . . 8 Others . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Subtotal . . . . . . . . . . . . . . . . . . . . . . . . 20 Total . . . . . . . . . . . . . . . . . . . . . . . . . . $35 $ 5 – 18 23 $ 4 – 4 8 0 (0) 8 11 19 $42 (0) (1) (1) $ 7 The following table sets forth acquisition cost, fair market value and unrealized gains (losses) in U.S. dollars as of June 30, 2006. Millions of yen (Note 2) 2005 Net unrealized Acquisition cost Fair market value gains (losses) Fair market value exceeds acquisition cost: Equity securities . . . . . . . . . . . . . . . . . . Debt securities . . . . . . . . . . . . . . . . . . . Others . . . . . . . . . . . . . . . . . . . . . . . . . . Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 49 – 1,644 1,693 Fair market value does not exceed acquisition cost: Equity securities . . . . . . . . . . . . . . . . . . 2 Debt securities: Corporate bonds . . . . . . . . . . . . . . . . 1,007 Others . . . . . . . . . . . . . . . . . . . . . . . . . . 450 Subtotal . . . . . . . . . . . . . . . . . . . . . . . . 1,459 Total . . . . . . . . . . . . . . . . . . . . . . . . . . ¥3,152 ¥ 887 – 2,018 2,905 ¥ 838 – 374 1,212 2 (0) 1,003 380 1,385 ¥4,290 (4) (70) (74) ¥1,138 ent and future indebtedness to the banks concerned. Long-term debt at June 30, 2006, consisted of the following: Millions of yen (Note 2) Borrowings from banks and insurance companies at interest ranging from 0.6% to 1.2% . . . . . . . . . . . . 0.25% unsecured convertible bonds due 2007 (convertible at ¥4,221 ($37) for one common share, redeemable before due date)(*) . . . . . . . . . . . . . . . . 0.00% unsecured convertible bonds due 2011 (convertible at ¥5,463 ($47) for one common share, redeemable before due date)(*) . . . . . . . . . . . . . . . . 0.70% unsecured straight bonds due 2007 . . . . . . . . 0.70% unsecured straight bonds due 2007 . . . . . . . . 0.77% unsecured straight bonds due 2006 . . . . . . . . 0.64% unsecured straight bonds due 2007 . . . . . . . . 0.35% unsecured straight bonds due 2007 . . . . . . . . 0.54% unsecured straight bonds due 2007 . . . . . . . . 0.63% unsecured straight bonds due 2010 . . . . . . . . 0.92% unsecured straight bonds due 2010 . . . . . . . . 0.69% unsecured straight bonds due 2010 . . . . . . . . 0.76% unsecured straight bonds due 2010 . . . . . . . . 0.45% unsecured straight bonds due 2008 . . . . . . . . 0.75% unsecured straight bonds due 2010 . . . . . . . . 0.97% unsecured straight bonds due 2011 . . . . . . . . 1.28% unsecured straight bonds due 2011 . . . . . . . . 1.25% unsecured straight bonds due 2008 . . . . . . . . Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capital finance lease liabilities . . . . . . . . . . . . . . . . . . . Less: Current portion of long-term debt . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Millions of yen (Note 2) 2006 2005 ¥ 169 307 1,958 ¥ 190 248 1,316 Millions of U.S. dollars (Note 2) 2006 $ 1 3 17 The Group’s investment of the “GALAXY RAILWAYS STORY Ⅱ Production Partnership” fund was carried at equity. This fund was the only application of the equity method and included in investments securities. (3) Redemption timing for held-to-maturity securities and bonds Millions of yen (Note 2) 2006 Due in one year Debt securities Corporate bonds Subtotal . . . . . . . ¥ – ¥ – Due after one year Due after five years and within five years and within ten years ¥974 ¥974 ¥ – ¥ – Due after ten years ¥ – ¥ – Millions of yen (Note 2) 2005 Due in one year Debt securities Corporate bonds Subtotal . . . . . . . ¥ – ¥ – Due after one year Due after five years and within five years and within ten years ¥1,003 ¥1,003 105 1 9,090 3,000 3,000 1,000 300 600 520 1,600 800 800 800 664 800 1,000 1,500 15,000 54,495 68 9,579 ¥44,984 79 26 26 8 3 5 5 14 7 7 7 6 8 8 13 130 473 0 83 $390 Exercisable period March 22, 2002 April 1, 2002 to June 15, 2007 ¥ – ¥ – Yen Dollars Issued on Exercisable during January 26, 2004 February 9, 2004 to ¥5,463* $47 January 11, 2011 ¥4,221 $37 Exercise price Yen Dollars Total number of Outstanding Number of shares SARs to be issued balance of outstanding balance 3,400 1,818 1,663,920 *The company changed the exercise price from ¥6,750 to ¥5,463 from February 7, 2005. Convertible bonds are treated solely as bonds and no value inherent in their conversion feature is recognized in accordance with accounting principles generally accepted in Japan. The total amount of the convertible bonds has been included in long-term debt. Long-term loans are principally comprised of bank loans. The annual average of interest rates applicable to such loan was 1.2% as of June 30, 2006. The aggregate annual maturities of the long-term debts subsequent to June 30, 2006 are as follows: Millions of yen (Note 2) Fiscal year ending June 30, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2011 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 9,603 27,658 4,207 2,988 10,107 ¥54,563 Millions of U.S. dollars (Note 2) $ 83 240 36 26 88 $473 Due after ten years ¥ – ¥ – Short-term loans are principally of bank loans. (Average interest rate is 0.6%). As is customary in Japan, substantially all loans from banks (including shortterm loans) are made under general agreements which provide that, at the request of the banks, the borrower is required to provide collateral or guarantors (or additional collateral or guarantors, as appropriate) with respect to such loans, and that all assets pledged as collateral under such agreements will be applicable to all pres- Don Quijote Co., Ltd. Annual Report 2006 $121 Convertible price Issued on 9. UNUSED FINANCING COMMITMENTS The Company had 10,000 million yen of unused line of credit with 12 banks to be draw upon as needed to finance. Millions of yen (Note 2) 2006 2005 8. SHORT-TERM LOAN AND LONG-TERM DEBT 28 ¥13,916 (*) A summary of the stock acquisition rights (SARs) as of June 30, 2006 is as follows: (2) Unlisted equity securities as of June 30, 2006 and 2005 are as follows: Subsidiaries and affiliates . . . . . . . . . . . Unlisted equity securities . . . . . . . . . . . Investment in Special Purpose Company Millions of U.S. dollars (Note 2) Millions of U.S. dollars (Note 2) 2006 Gross amount of committed line of loan payable . . . . . . . . . . . . . . Bank loan committed . . . . . . . . . . . . . . ¥ 10,000 – ¥10,000 – $87 – Unused financing commitments at June 30, 2006 . . . . . . . . . . . . . . . . ¥ 10,000 ¥ 10,000 $87 10. DERIVATIVES 12. STOCK INCENTIVE PLAN For fiscal 2006 1. Outline of derivative transactions (1) Nature of derivative transactions The Company utilizes currency swaps for the derivative financial instrument. The shareholders of the Company approved a stock incentive plan on September 26, 2000. The options may be exercised during the period from October 2, 2002 until October 1, 2006, and the exercise price was ¥5,974 ($52). The terms of options are subject to adjustment if there are stock splits, consolidation of shares or additional shares issued at price less than the market price per share. The unexercised and outstanding balance of SAR (Stock Acquisition Rights), as of June 30, 2006, was 41,000 shares. The shareholders of the Company approved a stock incentive plan on September 26, 2001. The options may be exercised during the period from October 2, 2003 until October 1, 2007, and the exercise price was ¥4,290 ($37). The terms of options are subject to adjustment if there are stock splits, consolidation of shares or additional shares issued at price less than the market price per share. The unexercised and outstanding balance of SAR, as of June 30, 2006, was 19,600 shares. The shareholders of the Company approved a stock incentive plan on September 25, 2002. The options may be exercised during the period from October 2, 2004 until October 1, 2008, and the exercise price was ¥5,085 ($44). The terms of options are subject to adjustment if there are stock splits, consolidation of shares or additional shares issued at price less than the market price per share. The unexercised and outstanding balance of SAR, as of June 30, 2006, was 111,600 shares. The shareholders of the Company approved a stock incentive plan on September 25, 2003. The options may be exercised during the period from October 2, 2005 until October 1, 2009, and the exercise price was ¥5,940 ($52). The terms of options are subject to adjustment if there are stock splits, consolidation of shares or additional shares issued at price less than the market price per share. The unexercised and outstanding balance of SAR, as of June 30, 2006, was 172,700 shares. The shareholders of the Company approved a stock incentive plan on September 28, 2004. The options may be exercised during the period from October 2, 2006 until October 1, 2016, and the exercise price was ¥5,910 ($51). The terms of options are subject to adjustment if there are stock splits, consolidation of shares or additional shares issued at price less than the market price per share. The unexercised and outstanding balance of SAR, as of June 30, 2006, was 452,400 shares. The shareholders of the Company approved a stock incentive plan on September 29, 2005. The options may be exercised during the period from October 2, 2007 until October 1, 2017, and the exercise price was ¥9,400 ($82). The terms of options are subject to adjustment if there are stock splits, consolidation of shares or additional shares issued at price less than the market price per share. The unexercised and outstanding balance of SAR, as of June 30, 2006, was 643,400 shares. The shareholders of the Company approved a stock incentive plan on September 28, 2006. The plan provides for the issuance of up to 2,000,000 shares in the form of options to management and employees. The options may be exercised during the period from October 2, 2008 until October 1, 2018, and the exercise price is almost equal to the fair market value on the date of grant. The terms of options are subject to adjustment if there are stock splits, consolidation of shares or additional shares issued at price less than the market price per share. (2) Policy for derivative transactions Derivative transactions are for evading exposure to fluctuations in foreign currencies and interest rates. The Company does not utilize derivatives for trading purposes. (3) Purpose of derivative transactions The Company utilizes derivative transactions for avoiding future foreign currency fluctuations caused by a rise of interest rates. (4) Risks of derivative transactions The Company is exposed to risks related to interest rate fluctuations, but any such risk would not be expected to be material because the Company enters into derivative transactions only with financial institutions with high credit ratings. (5) Transaction control Derivative transactions are appropriately pre-approved by the financial decision maker of the accounting department. The Company approves derivative transactions as appropriate, and in accordance with policies, which regulate the authorization and credit limit amount. (6) Additional explanation regarding transaction value The notional amounts of the derivative financial instruments do not necessarily represent the amounts exchanged by the parties and, therefore, are not a direct measure of the Company’s risk exposure in connection with derivatives. 2. The Company had the following derivatives contracts outstanding at June 30, 2006. Interest rate swap contracts . . . . . Contract amount Millions of yen Fair value ¥4,480 ¥4,483 Unrealized gain ¥3 For fiscal 2005 The Company had the following derivatives contracts outstanding at June 30, 2005. Interest rate swap contracts . . . . . Contract amount Millions of yen Fair value Unrealized loss ¥5,800 ¥5,758 ¥42 11. USE OF A SPECIAL PURPOSE COMPANY (THE “SPC”) FOR PROPERTY OWNERSHIP The Company has used a sales and lease back structure to securitize real estate assets pursuant to which an SPC acquires real estate from the Company and leases it back to the Company. The scheme was used to refinance the Shinjuku Higashiguchi store. This particular SPC structure is required to be reviewed after five years and, if it is determined at that time not to continue with the structure, the real estate will either be repurchased by the Company or sold by the SPC to a third party. In the latter case, where the market value of the real estate has fallen to less than 75 % of the initial purchase price, the Company is required to pay the shortfall up to 75 % of the initial purchase price. In order to obtain financing, in February 2002 the Company used the SPC structure in respect of real estate which it owned in Roppongi district of Tokyo. Under this scheme, the Company entrusted the real estate to a trustee and received beneficial rights/interests. The trustee, who leases the real estate to the Company, will receive rent from the Company and will pay dividends under the trust to the SPC. The term of the trust agreement is 6 years and the term of the lease agreement is 15 years. At the end of the trust agreement, the real estate will either be repurchased by the Company, sold to a third party by tender or assigned by the trustee to the SPC. In order to obtain financing, in September 2002, the Company used the SPC structure in respect of real estate for PAW Kawasaki. The Company entrusted the real estate to a trustee and sold beneficial rights/interests to improve the financial structure of the Company by reducing interest-bearing debt. In order to obtain financing, in August 2005, the Company used the SPC structure in respect of real estate for PAW Nishinomiya, PAW Ishikiri, PAW Kashiwa, and Atsugi. The Company entrusted the real estate to a trustee and sold beneficial rights/interests to improve the financial structure of the Company by reducing interest-bearing debt. 13. OTHER INCOME, NET Other income, net for the years ended June 30, 2006 and 2005 consisted of other income and other expense. Other income and other expense are as follows. Millions of yen (Note 2) 2006 2005 Other income: Rental fee for computer system . . . . . . Amortization of negative goodwill . . . . Gain on sale of investments securities Gain on fund . . . . . . . . . . . . . . . . . . . . . Gain from surrender of insurance policy Gain from changes in equity . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . Other income total . . . . . . . . . . . . . . . . Other expense: Impairment loss . . . . . . . . . . . . . . . . . . Loss on close of shops . . . . . . . . . . . . Loss on sale of investment securities . . Loss on disposal of fixed assets . . . . . . Loss on equity method . . . . . . . . . . . . . Tax expenses . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . Other expenses total . . . . . . . . . . . . . . . Other income, net . . . . . . . . . . . . . . . . . Millions of U.S. dollars (Note 2) 2006 ¥1,320 490 305 301 49 194 616 3,275 ¥1,252 – 233 290 358 63 705 2,901 $11 4 3 3 0 2 5 28 1,194 195 56 88 94 – 77 1,704 ¥1,571 – 66 4 115 – 125 108 418 ¥2,483 10 2 0 1 1 – 1 15 $13 Don Quijote Co., Ltd. Annual Report 2006 29 14. PLEDGED ASSETS 16. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES The assets pledged as collateral for the Company’s liabilities at June 30, 2006 and 2005 are as follows: Major elements of selling, general and administrative expenses for fiscal 2006 and 2005 were summarized as follows: Millions of yen (Note 2) 2006 2005 Land . . . . . . . . . . . . . . . . . . . . . . . . . . Buildings and structures . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . ¥2,619 333 ¥2,952 ¥2,619 357 ¥2,976 Millions of U.S. dollars (Note 2) 2006 $23 3 $26 Liabilities related with the assets pledged at June 30, 2006 and 2005 were as follows: Millions of yen (Note 2) 2006 2005 Short-term loans . . . . . . . . . . . . . . . . . . Current maturities of long-term debt . . Long-term debt . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 743 1,786 3,780 ¥6,309 ¥ – 1,844 2,900 ¥4,744 Millions of U.S. dollars (Note 2) 2006 $ 6 16 33 $55 Millions of yen (Note 2) 2006 2005 Employees’ compensation and benefit . Occupancy and rental . . . . . . . . . . . . . . Commission . . . . . . . . . . . . . . . . . . . . . Depreciation and amortization . . . . . . . Provision for retirement benefits for directors . . . . . . . . . . . . . Amortization of consolidation adjustment account . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . Millions of U.S. dollars (Note 2) 2006 ¥16,352 8,061 6,794 4,366 ¥14,893 6,714 5,736 4,066 $142 70 59 38 31 12 0 38 12,858 ¥48,500 2 11,211 ¥42,634 0 112 $421 17. RELATED PARTY TRANSACTIONS Related party transactions for the years ended June 30, 2006 and 2005 were as follows: Millions of yen (*5) (Note 2) 15. INCOME TAX The normal effective statutory tax rates in Japan arising from the aggregation of corporate, enterprise and inhabitants taxes was approximately 40.5% for fiscal 2006 and 2005 respectively. 1. The significant components of deferred tax assets and liabilities for the years ended June 30, 2006 and 2005 are as follows: Millions of yen (Note 2) 2006 2005 Deferred tax assets (current liabilities): Provision for enterprise tax . . . . . . . . . . Allowance for bonus . . . . . . . . . . . . . . . Inventories . . . . . . . . . . . . . . . . . . . . . . Others . . . . . . . . . . . . . . . . . . . . . . . . . . Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax assets (non-current liabilities): Accrued retirement benefits for directors Depreciation . . . . . . . . . . . . . . . . . . . . . Valuation loss of investment securities Net unrealized gains on investment securities . . . . . . . . . . Others . . . . . . . . . . . . . . . . . . . . . . . . . . Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . Millions of U.S. dollars (Note 2) 2006 ¥ 281 45 882 368 1,576 ¥ 251 28 757 133 1,169 $ 2 0 8 4 14 75 97 216 63 111 310 0 1 2 (339) 103 152 ¥1,728 (476) 74 82 ¥1,251 (3) 1 1 $15 2. A reconciliation of the difference between the statutory tax rate and the effective income tax rate reflected in the accompanying statements of operation for the years ended June 30, 2006 and 2005 are as follows: 2006 Statutory tax rate . . . . . . . . . . . . . . . . . Permanent difference . . . . . . . . . . . . . Flat tax of inhabitant tax . . . . . . . . . . . Effect of change in effective statutory tax rates . . . . . . . . . . . . . . . Others . . . . . . . . . . . . . . . . . . . . . . . . . . Effective income tax rate . . . . . . . . . . . 2005 – – – 40.5% 0.2% 2.0% – – – – 1.1% 43.8% Related party Category Description of the Transaction Anryu Shoji Ltd. Company in Rental real (*2) which the estate (*1) director owns the majority votes. Takao Yasuda Chairman Loan to Takao Yasuda (*3) Major Interest shareholder Junya Yasuda Related party Sales of of the investment chairman securities (*4) Millions of U.S. dollars (Note 2) 2006 2005 2006 ¥4 ¥4 $0 – – – – – – 190 – 2 (*1) The contract for rental of real estate was signed on November 1, 2000. (*2) Representative director of the Company, Takao Yasuda, essentially holds the 100% of voting stocks. (*3) Takao Yasuda borrowed ¥2,328 million ($20 million) and repaid ¥2,328 million ($20 million) for several days. (*4) The sales price of the investment securities was determined by equivalent to net assets of the company at the date of transaction. (*5) Amount of transactions don’t include consumption tax. 18. IMPAIRMENT LOSS The Company recorded impairment loss for the year ended June 30,2006 for the following asset group: Geographic area Purpose of use Kanto Facility Kanto Chubu Idle facility Facility Kansai Facility Millions of yen (Note 2) Millions of U.S. dollars (Note 2) ¥216 $2 650 6 127 1 201 2 Type of assets Building, structure, land Other Building, structure, equipment, other Building, structure, equipment, other 19.EARNINGS PER SHARE As the difference between statutory tax rate for fiscal 2006 and effective income tax rate became under 5%, the Company omitted the description. The following table sets forth the computation of basic and diluted earnings per share showing the reconciliation of the numerators and denominators used for the computation. Millions of yen (Note 2) 2006 2005 Net income . . . . . . . . . . . . . . . . . . . . . . Effect of diluted securities: Interest expense for 0.25% convertible bonds due 2007 . . . . . . . . . . . . . . . . . Net income after adjustments of effects of dilutive securities . . . . . . . . . . . . . 30 Don Quijote Co., Ltd. Annual Report 2006 Millions of U.S. dollars (Note 2) 2006 ¥10,725 ¥7,163 $65 0 3 0 ¥10,725 ¥7,166 $93 Millions of yen (Note 2) 2006 2005 Weighted average number of shares . . 22,582,955 Effective of diluted securities: Stock options . . . . . . . . . . . . . . . . . . 165,439 0.25% convertible bonds due 2007 . 71,517 0.00% convertible bonds due 2011 . 2,597,305 Diluted weighted average number of shares . . . . . . . . . . . . . . . 25,417,216 (1) Cash and cash equivalent information Cash flow information as of June 30, 2006 and 2005 were summarized as follows: 21,270,727 Millions of yen (Note 2) 2006 2005 94,359 766,095 2,723,376 Cash and deposits . . . . . . . . . . . . . . . . Time deposits (over three months) . . . Cash and cash equivalents . . . . . . . . . . 24,854,557 Yen (Note 2) Shareholder’s equity per share . . . . . . . Basic earnings per share . . . . . . . . . . . . Diluted earnings per share . . . . . . . . . . 21. CASH FLOW INFORMATION 2006 2005 ¥3,055.29 474.93 421.98 ¥2,398.50 336.74 288.29 U.S. dollars (Note 2) 2006 $26.51 4.12 3.66 20. SUPPLEMENTARY PROFIT AND LOSS INFORMATION Rental fees for computer system Rental fees received for computer system are charged to suppliers for registration of their information on the Company’s computer system and sales information on inventories. Gain from surrender of insurance policy Gain from surrender of insurance policy is derived from surrender of life insurance by the review of welfare program. Major items included in “Gain on sales of fixed assets” are as follows: Millions of yen (Note 2) 2006 2005 Building and structures . . . . . . . . . . . . . Vehicles . . . . . . . . . . . . . . . . . . . . . . . . . Land . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . ¥759 – (684) ¥ 75 Millions of U.S. dollars (Note 2) 2006 ¥– – – ¥– $7 0 (6) $1 Gain on sale of affiliates’ securities were derived from gain on sale of Origin Toshu ¥27,792 – ¥27,792 Buildings and structures . . . . . . . . . . . . Equipment . . . . . . . . . . . . . . . . . . . . . . . Others . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . ¥37 46 5 ¥88 Millions of U.S. dollars (Note 2) 2006 ¥ 27 88 0 ¥115 $0 1 0 $1 $241 – $241 (2) Significant non-cash investing and financing activities 1.Conversion of convertible bonds Increase in common stock and capital surplus due to conversion of convertible bonds for the years ended June 30, 2006 and 2005 are as follows: Millions of yen (Note 2) 2006 2005 Common stock . . . . . . . . . . . . . . . . . . . Additional paid-in capital . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . ¥4,394 4,392 ¥8,786 ¥2,260 2,260 ¥4,520 Millions of U.S. dollars (Note 2) 2006 $38 38 $76 2.Acquisition of Don Quijote (USA) Co., Ltd. and its subsidiary The summarized assets and liabilities of the Don Quijote (USA) Co., Ltd. (previous name: THE DAI’EI (USA), INC.) and Oriental Seafoods, Inc. are as follow: Millions of yen (Note 2) Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Negative goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisition cost of Don Quijote (USA) Co., Ltd. and Oriental Seafoods, Inc. . . . . . . . . . . . . . . Cash and cash equivalents of Don Quijote (USA) Co., Ltd. and Oriental Seafoods, Inc. . . . . . . . . . . . . . . Payments for the acquisition . . . . . . . . . . . . . . . . . . . . . . . Millions of U.S. dollars (Note 2) ¥3,154 3,637 (1,437) (56) (2,048) $27 32 (12) (1) (18) 3,250 28 (1,481) ¥1,769 (13) $15 3.Acquisition of all shares of Cervantes Co., Ltd. The summarized assets and liabilities of the Cervantes Co., Ltd. are as follow: Major items included in “Loss on disposal of fixed assets” are as follows: Millions of yen (Note 2) 2006 2005 ¥15,055 – ¥15,055 Millions of U.S. dollars (Note 2) 2006 Millions of yen (Note 2) Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisition cost of Cervantes Co., Ltd. . . . . . . . . . . . . . . . . Cash and cash equivalents of Cervantes Co., Ltd. . . . . . . . . Payments for the acquisition . . . . . . . . . . . . . . . . . . . . . . . ¥ 50 3,314 1,513 (0) (1,269) 3,608 (49) ¥3,559 Millions of U.S. dollars (Note 2) $ 0 29 13 (0) (11) 31 (0) $31 Major items included in “Loss on close of stores” are as follows: Millions of yen (Note 2) 2006 2005 Buildings and structures . . . . . . . . . . . . Fixed leasehold deposits . . . . . . . . . . . . Others . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 83 50 62 ¥195 ¥66 – – ¥66 Millions of U.S. dollars (Note 2) 2006 $1 0 1 $2 4.Exclusion from consolidation due to the sale of all shares of Cervantes Co., Ltd. Millions of yen (Note 2) Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sales of all shares of Cervantes Co., Ltd. . . . . . . . . . . . . . . Cash and cash equivalents of Cervantes Co., Ltd. . . . . . . . . Collection for the sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥190 190 (9) ¥181 Millions of U.S. dollars (Note 2) $2 2 (0) $2 Major items included in “ Loss due to fire” are as follow: Millions of yen (Note 2) 2006 2005 Buildings and structures . . . . . . . . . . . . Equipment . . . . . . . . . . . . . . . . . . . . . . . Others . . . . . . . . . . . . . . . . . . . . . . . . . . Loss due to fire . . . . . . . . . . . . . . . . . . . Proceeds from fire insurance . . . . . . . . Total net loss due to fire . . . . . . . . . . . . ¥– – – – – ¥– ¥ 66 31 291 388 122 ¥266 Millions of U.S. dollars (Note 2) 2006 $– – – – – $– Don Quijote Co., Ltd. Annual Report 2006 31 22. SUBSEQUENT EVENTS 1. Appropriation of retained earnings Appropriation of retained earnings under the Corporate Law of Japan, a plan for appropriation of retained earnings proposed by the Board of Directors, must be approved at a shareholders’ meeting to be held within three months after the end of the fiscal year. The appropriation of retained earnings for the year ended June 30, 2006 was approved by the shareholders’ meeting held on September 28, 2006 as follows: Millions of yen (Note 2) Millions of U.S. dollars (Note 2) ¥1,188 $10 Cash dividends (¥50.00 ($0.43) per share) 2. Stock split On May 9, 2006, the Board of Directors declared a three-for-one stock split of the Company’s common stock. (1) Method of stock split All shareholders of record on June 30, 2006 will receive two additional shares of common stock for each share. Information pertaining to shares and earnings per share has not been restated in the accompanying consolidated financial statements and notes to the consolidated financial statements to reflect this split. This information will be presented effective after the stock split is made. The following data was computed on the assumption that the stock split has been effective since the beginning of the fiscal year ended June 30, 2006. yen (Note 2) 2006 2005 ¥1,018.43 158.31 140.66 ¥799.50 112.25 96.10 U.S. dollars (Note 2) 2006 $9 1 1 3. Issuance of convertible bonds At the Board of Directors meeting on July 5, 2006, the Company adopted a resolution to issue Zero Coupon Convertible Bonds due 2013 (bonds with stock acquisition rights) in order to procure capital for store expansion and repayment of shortterm loans. (1) Name Zero Coupon Convertible Bonds due 2013 (2) Issue Date July 24, 2006 (London) (3) Amount ¥23,000,000,000 ($199,583,478) (4) Interest Rate No interest is added to the bonds (5) Maturity July 24, 2013 (London) (6) Conversion Condition 1.Period of conversion request August 7, 2006 to July 10, 2013 (London) 2.Conversion price ¥3,571 per share 3.Share type The Company’s common stock 4. Acquisition of fifteen shops from NAKAI Co., Ltd. On June 2, 2006, the Company entered into assets purchase agreements for tangible assets, leasehold deposits and inventories as follows. (1) Purpose of the acquisition The Group has three types of stores, Don Quijote, PAW and Picasso, and there are 122 stores in 25 prefectures in Japan. We plan to expand our business by opening new stores in area where no Group store has been opened. 32 (2) General information of NAKAI Co., Ltd. (1) (2) (3) (4) Company name Business Establishment date Establishment (5) (6) (7) Representative director Capital Net sales (8) Relationship with the Company Don Quijote Co., Ltd. Annual Report 2006 NAKAI Co., Ltd. General merchandise supermarket January 1966 3-62, Okihamahigashi, Tokushima-shi, Tokushima-ken Shizuo Nakai ¥3,596 million ¥7,604 million (The year ended March 2006) None (3) Business Results of the stores acquired The following is the business result of the stores the Company acquired for the year ended March 31, 2006. Net sales Operating loss (2) Number of shares added 156,000,000 shares Shareholder’s equity per share . . . . . . Basic earnings per share . . . . . . . . . . . . Diluted earnings per share . . . . . . . . . . NAKAI Co., Ltd. decided to sell their fifteen stores to the Company in order to target their business on Shikoku area in need of strengthened profitability. Millions of yen (Note 2) 2006 Millions of U.S. dollars (Note 2) 2006 ¥4,123 229 $36 2 The figures of operating loss were not calculated fairly without charging the headquarter’ s administrative expense. (4) Assets and liabilities of the stores acquired Assets to be purchased are the stores’ property, plant and equipment, fixed leasehold deposits, and inventories. There is no purchase of the liabilities. (5) Purchase amount and payment 1.Purchase amount The planned amount is approximately ¥2,900 million. 2.Payment The asset purchase agreements will be legally effective after the approval of shareholders’ meeting of NAKAI Co., Ltd. on June 29, 2006. After the resolution of shareholders’meeting, each shop is to be purchased accordingly and its amount will be paid in cash on delivery. On September 28, 2006 the company purchased Kurashiki shop, but other shops have not been purchased under negotiation. 22. SEGMENT INFORMATION Operating segment information For the fiscal years of 2006 and 2005, net sales, operating income, and total assets of the discount store business accounted for more than 90% of those of all the segments. Consequently, details of each business segment information are not given in this report. Geographic segment information For the fiscal years of 2006 and 2005, net sales and assets in Japan accounted for more than 90% of those of all the segments. Consequently, details of each geographic segment information are not presented. Sales outside Japan Sales outside of Japan amounted less than 10% of the consolidated net sales, and therefore the information is not presented. Investor Information Corporate Data (as of June 30, 2006) Store Network (as of June 30, 2006) COMPANY NAME TOKYO METROPOLITAN AREA Don Quijote Co., Ltd. Fuchu store Shinjuku store Kasai store Kampachi Setagaya store Kannana Umejima store Keio Horinouchi store Tohachi Mitaka store Koganei Koen store Shibuya store Mejirodai store Kannana Honancho store Shinjuku Higashi-guchi store Kodaira store Roppongi store Aoto store Machida-ekimae store BIG FUN Heiwajima store Nakano-ekimae store Kameido store Nerima store Ginza Honkan store Takenotsuka store Ueno store Oume Shinmachi store PAW Kitaikebukuro store Akihabara store Picasso Shinkoiwa store Picasso Kokubunji store Picasso Ikebukuro Higashi-guchi store Picasso Sangenjaya store Picasso Kannana Edogawa store Picasso Nishiwaseda store Picasso Kiyose Kita-guchi store SCOPE OF BUSINESS Operation of discount stores, which sell home appliances, daily sundries, foods, watches, fashion merchandise, sporting goods, leisure equipment and other products HEAD OFFICE (as of September 28, 2006) 2-6-1, Nishi-shinjuku, Shinjuku-ku, Tokyo 163-0235, Japan Tel: +81-3-5381-7532 Fax: +81-3-5381-7606 DATE OF ESTABLISHMENT September 5, 1980 PAID-IN CAPITAL ¥14,359,590 thousand NUMBER OF EMPLOYEES 1,966 NUMBER OF STORES 122 Board of Directors (as of September 28, 2006) Chairman and CEO Takao Yasuda President and COO Junji Narusawa Senior Managing Director and CFO Mitsuo Takahashi Directors Kouji Oohara Kiyoshi Kubota Director and CCO Sumio Inamura Standing Statutory Auditor Junzo Tabuchi Statutory Auditors Hitoshi Ehara Masaru Ueno Makoto Iwade 2-6-3, Midori-cho, Fuchu 1-12-6, Okubo, Shinjuku-ku 4-14-1, Kitakasai, Edogawa-ku 3-39, Hachimanyama, Setagaya-ku 5-5-14, Chuohoncho, Adachi-ku 34-11, Matsugi, Hachioji 1-24, Nozaki, Mitaka 5-3-12, Shin-machi, Nishitokyo 2-25-8, Dogenzaka, Shibuya-ku 586-22, Kunugida-machi, Hachioji 1-28-3, Honan, Suginami-ku 1-16-5, Kabuki-cho, Shinjuku-ku 1-5-23, Ogawahigashi-cho, Kodaira 3-14-10, Roppongi, Minato-ku 3-1-1, Aoto, Katsushika-ku 4-2-3, Haramachida, Machida 1-1-1, Heiwajima, Ota-ku 5-68-5, Nakano, Nakano-ku 1-40-2, Kameido, Koto-ku 2-19-1, Nishiki, Nerima-ku Ginza Nine No. 3, 8-10, Ginza, Chuo-ku 6-11-10, Takenotsuka, Adachi-ku 3-38-10, Yushima, Bunkyo-ku 9-1-1, Shinmachi, Oume 2-7-5, Ikebukuro-honcho, Toshima-ku 4-3-3, Sotokanda, Chiyoda-ku 1-30-2, Shinkoiwa, Katsushika-ku 2-2-8, Hon-cho, Kokubunji 1-2-9, Higashiikebukuro, Toshima-ku 2-12-12, Sangenjaya, Setagaya-ku 3-10-1, Osugi, Edogawa-ku 3-1-5, Nishiwaseda, Shinjuku-ku 1-8-25, Motomachi, Kiyose KANAGAWA PREFECTURE Tomei Kawasaki store Shin-Yokohama store Minato Yamashita store Tomei Sagamihara store Yokosuka store Tomei Yokohama Inter store Totsuka Harajuku store Atsugi store Hinodecho store Yokohoma Nishi-guchi store PAW Kawasaki store PAW Hiratsuka store Picasso Isezakicho store Picasso Tsurumi-ekimae store Picasso Konandai store 1645, Maginu, Miyamae-ku, Kawasaki 7-9-25, Kikuna, Kohoku-ku, Yokohama 1-2-8, Shinyamashita, Naka-ku, Yokohama 9-47-30, Kamitsurumahonmachi, Sagamihara 1-22-7, Otsu-cho, Yokosuka 5-1-8, Kirigaoka, Midori-ku, Yokohama 4-5-11, Harajuku, Totsuka-ku, Yokohama 2-8-12, Tsumadaminami, Atsugi 3-74-1, Miyagawa-cho, Naka-ku, Yokohama 2-15-5, Minamisaiwai, Nishi-ku, Yokohama 1-44-1, Shinmei-cho, Saiwai-ku, Kawasaki 2-7-31, Tamura, Hiratsuka 1-5, Akebono-cho, Naka-ku, Yokohama 7-12, Toyooka-cho, Tsurumi-ku, Yokohama 3-22, Konandai, Konan-ku, Yokohama Note: Ginza Brand-kan store and Keihin Kamata store were closed on July 31, 2006 and September 11, 2006, respectively. Don Quijote Co., Ltd. Annual Report 2006 33 Store Network (as of June 30, 2006) SAITAMA PREFECTURE AICHI PREFECTURE Omiya store Omiya Owada store Kawaguchi Araijuku store Handa store PAW Nakagawasanno store Rakuichigaido Nagoya store PAW Shin-anjo store Warabi store Niiza Nobidome store Wako store Higashi-tokorozawa store Picasso Ageo store Picasso Kuki store 2-685, Higashionari-cho, Kita-ku, Saitama 1-219-6, Owada-cho, Minuma-ku, Saitama 81-1, Aza-Minamihara, Oaza-Nishiaraijuku, Kawaguchi 1-11-11, Nishiki-cho, Warabi 4-1-77, Nobidome, Niiza 3-11-22, Shirako, Wako 1237-24, Aza-Barahara, Oaza-Kamiyasumatsu, Tokorozawa 1-7-23, Naka-cho, Ageo 1152-2, Aza-Oura, Oaza-Kukishin, Kuki CHIBA PREFECTURE Kisarazu store Makuhari store Ichihara store Baraki Nishifunabashi store Chiba Chuo store Narita store Gyotoku-ekimae store PAW Kashiwa store Picasso Motoyawata store Picasso Funabashikeibajo store Kimitsu store 2-2-1, Jozai, Kisarazu 1-7782-1, Makuhari-cho, Hanamigawa-ku, Chiba 893, Murata-cho, Chuo-ku, Chiba 474-1, Hongo-cho, Funabashi 3-10-6, Yuko, Chuo-ku, Chiba 11-10, Iinaka, Narita 2-3-159, Gyotoku-ekimae, Ichikawa 3-3-2, Tomisato, Kashiwa 4-7-2, Minamiyawata, Ichikawa 9-1-1, Miyamoto, Funabashi 1-7-1, Higashisakada, Kimitsu Teine store Hiraoka store Sapporo store Asahikawa store Atsubetsu store 11-7-10, Maeda gojo, Teine-ku, Sapporo 1-1-35, Hiraoka yojo, Kiyota-ku, Sapporo 3-6, Minami nijo nishi, Chuo-ku, Sapporo 4-1-3, Nagayama sanjo, Asahikawa 2-9-1, Atsubetsu nishiyojo, Atsubetsu-ku, Sapporo MIYAGI PREFECTURE Sendai Dainohara store PAW Sendai-minami store 1-7-40, Dainohara, Aoba-ku, Sendai 6-33-1, Nakada, Taihaku-ku, Sendai IBARAKI PREFECTURE PAW Tsuchiura-kita store 3993, Higashiwakamatsu-cho, Tsuchiura TOCHIGI PREFECTURE Utsunomiya store 1590-6, Azaicchoda, Yanaze-cho, Utsunomiya GUNMA PREFECTURE PAW Takasaki store PAW Isesaki store 2-4-17, Tonyamachi-nishi, Takasaki 73-3, Kamiizumi-cho, Isesaki ISHIKAWA PREFECTURE PAW Kanazawa store OSAKA PREFECTURE Minoh store Hirakata store Sayama store Uchikan Fukae store Habikino store Juso store Izumi store Yao store Sakuranomiya store Shinkanaoka store PAW Suminoe Koen store PAW Uehonmachi store PAW Ishikiri store Dotombori store 16-1, Minamishimbo-machi-ni, Kanazawa Kyoto-minami Inter store 1-1-1, Minamisasaguchi, Niigata YAMANASHI PREFECTURE PAW Isawa store 1745, Yokkaichiba, Isawa-cho, Fuefuki PAW Kawanakajima store 981, Mikuriya, Kawanakajima-machi, Nagano SHIZUOKA PREFECTURE Shizuoka Ryogaecho store Numazu store PAW SBS-dori store 34 12-1, Konya-machi, Aoi-ku, Shizuoka 1560-1, Ooka, Numazu 2-1-11, Fujimidai, Suruga-ku, Shizuoka Don Quijote Co., Ltd. Annual Report 2006 480-1, Kashiwagi-cho, Nara WAKAYAMA PREFECTURE Burakuricho store 1-25, Motodera-machi, Wakayama HYOGO PREFECTURE Itami store Himeji-minami store Sannomiya store Kakogawa store PAW Nishinomiya store 7-62-1, Ojika, Itami 2-51, Kamae, Shikama-ku, Himeji 2-12-3, Shimoyamatedori, Chuo-ku, Kobe 129-62, Aza-Osaragi, Noguchi, Noguchi-cho, Kakogawa 1-13, Rokutanji-cho, Nishinomiya HIROSHIMA PREFECTURE PAW Hiroshima Gion store 9-15-23, Nishihara, Asaminami-ku, Hiroshima KAGAWA PREFECTURE PAW Takamatsu store 536, Aza-Nakanotsubo, Kamitenjin-cho, Takamatsu FUKUOKA PREFECTURE Rakuichigaido Hakozaki store Nishijin store Rakuichirakuza Kurume store Kurosaki store 5-1-8, Hakozaki, Higashi-ku, Fukuoka 3-4-2, Nishijin, Sawara-ku, Fukuoka 2-2-1, Higashiaikawa, Kurume 1-3, Sakuragaoka-machi, Yahatanishi-ku, Kitakyushu KUMAMOTO PREFECTURE PAW Kamikumamoto store 3-3-20, Kamikumamoto, Kumamoto OITA PREFECTURE D . Plaza Oita store NAGANO PREFECTURE 1-2, Kamitobakitahanana-cho, Minami-ku, Kyoto NARA PREFECTURE NIIGATA PREFECTURE Niigata-ekinan store 4-1-30, Makiochi, Minoh 2-30-10, Ikenomiya, Hirakata 2-950-2, Higashikuminoki, Osakasayama 1-13, Fukaekita Higashinari-ku, Osaka 68-2, Kashiyama, Habikino 1-6-1, Jusohommachi, Yodogawa-ku, Osaka 65, Tomiaki-cho, Izumi 2-11, Minami Uematsu-cho, Yao 1-1, Nakano-cho, Miyakojima-ku, Osaka 5-1-6, Shinkanaoka-cho, Kita-ku, Sakai 1-1-2, Shinkitajima, Suminoe-ku, Osaka 1-24, Uenomiya-cho, Tennoji-ku, Osaka 7-3-46, Nishiishikiri-cho, Higashiosaka 7-13, Soemon-cho, Chuo-ku, Osaka KYOTO PREFECTURE Nara store HOKKAIDO 3-36-1, Asahi-machi, Handa 4-5-5, Sanno, Nakagawa-ku, Nagoya 45-1, Nakanogoshinmei, Kitanagoya 3-1-12, Toei-cho, Anjo 1137, Oaza-Seike, Oita Share Information (as of June 30, 2006) SHARES OF COMMON STOCK Authorized : 78,000,000 Issued : 23,779,408 Treasury stock : 25,650 NUMBER OF SHAREHOLDERS 5,825 PRINCIPAL SHAREHOLDERS Number of shares held Percentage of total shares in issue (%) Takao Yasuda (*1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . La Mancha . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,144,000 17.43 3,000,000 12.62 .................................................... 1,280,000 5.38 1,145,800 4.82 Ltd. (*1) Anryu Shoji Japan Trustee Services Bank, Ltd. (*2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . UBS AG Hong Kong . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 766,200 3.22 The Master Trust Bank of Japan, Ltd.(*2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 660,700 2.78 Yasuda Scholarship Foundation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Morgan Stanley & Company, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 600,000 2.52 513,900 2.16 The Chase Manhattan Bank, N.A. London . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goldman Sachs International Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 462,200 1.94 441,500 1.86 (*1) Shares on loan to third parties are excluded. (*2) The shares held by these institutions include shares in trust. SHARE OWNERSHIP BY CATEGORY Number of shares held Percentage of total shares in issue (%) 54 3,449,478 14.50 28 296,965 1.25 Number of shareholders Financial Institutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities Companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Japanese Corporations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign Corporations and Individuals . . . . . . . . . . . . . . . . . . . . . . . . 90 1,958,226 8.23 171 12,321,557 51.82 Japanese Individuals and Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,482 5,753,182 24.20 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,825 23,779,408 100.00 TRANSFER AGENT Mitsubishi UFJ Trust and Banking Corporation 1-4-5, Marunouchi, Chiyoda-ku, Tokyo 100-8212, Japan STOCK LISTINGS Tokyo Stock Exchange, First Section Don Quijote Co., Ltd. Annual Report 2006 35 Head Office Address: Shinjuku Sumitomo Bldg.35F, 2-6-1, Nishi-shinjuku, Shinjuku-ku, Tokyo 163-0235, Japan Tel: +81-3-5381-7532 Fax: +81-3-5381-7606 http://www.donki.com Printed in Japan