1 Consolidated Financial Results (Japanese Accounting Standards) for the First Half of the Fiscal Year Ending February 28, 2013 September 27, 2012 Company name Aeon Mall Co., Ltd. Listings The First Section of the Tokyo Stock Exchange Securities code 8905 URL Representative Soichi Okazaki, President and CEO Contact Yoshiharu Umeda, Director, Administration Division Telephone Scheduled dates: Submission of statutory quarterly financial report October 4, 2012 Commencement of dividend payments October 31, 2012 Supplementary documents for quarterly results Yes Quarterly results briefing Yes (for institutional investors and analysts) (Amounts in millions of yen rounded down to the nearest million yen) 1. Consolidated Financial Results for the First Half of the Year Ending February 28, 2013 (February 21, 2012 to August 20, 2012) (1) Consolidated Operating Results (Cumulative) (Percentage figures represent year-on-year changes) Operating revenue Operating income Ordinary income Net income Six months ended million yen % million yen % million yen % million yen % August 20, , , , , August 20, , ,406 (1.2) 17,564 (2.3) 8,853 (15.3) (Note) Comprehensive income Six months ended August 20, 2012: 9,516 million (6.7%) Six months ended August 20, 2011: 8,918 million ( %) Net income per share Net income per share (diluted) Six months ended yen Yen August 20, August 20, (2) Consolidated Financial Position Total assets Net assets Equity ratio million yen million yen % August 20, , , February 20, , , (Note) Equity Six months ended August 20, 2012: 201,174 million Year ended February 20, 2012: 193,683 million 2. Dividends First quarter-end First half-end Dividend per share Third quarter-end Fiscal year-end Annual yen Yen yen yen yen Year ended February 20, Year ending February 28, Year ending February 28, 2013 (Projection) (Note) Revisions of dividend projections during the second quarter: None Consolidated Earnings Projections for the Year Ending February 28, 2013 (February 21, 2012 to February 28, 2013) (Percentage figures represent changes from the corresponding period of the previous fiscal year) Net income Operating revenue Operating income Ordinary income Net income per share Million million yen % million yen % % million yen % yen yen Full year 164, , , , (Notes) 1. Revisions of earning projections during the second quarter: None 2. The Company has changed its fiscal year-end from February 20 to the end of February. Accordingly, the fiscal year ending February 2013 will consist of 12 months, 8 days.
2 Notes: (1) Material changes in consolidated subsidiaries during the period (changes in specific subsidiaries resulting in a change in the scope of consolidation): Not applicable (2) Accounting methods specific to the preparation of quarterly consolidated financial statements: None (3) Changes to accounting policies, changes of accounting estimates, and revisions and restatements  Changes in accounting policies in accordance with changes in accounting principles: None  Changes in accounting policies other than the above: None  Changes in accounting estimates: None  Revisions and restatements: None (4) Number of shares issued and outstanding (common stock)  Number of shares issued at period-end (including treasury stock) August 20, 2012: 181,148,807 shares February 20, 2012: 181,148,807 shares  Treasury stock at period-end August 20, 2012: February 20, 2012:  Average number of shares issued (Cumulative) August 20, 2012: August 20, 2011: 10,350 shares 10,270 shares 181,138,510 shares 181,128,145 shares * Status of a quarterly review These quarterly consolidated financial statements are not subject to the requirement for a quarterly review under the Financial Instruments and Exchange Act and have not undergone such a review at the time of their announcement. * Explanations and other special notes concerning the appropriate use of earning projections The forward-looking statements, including earnings projections, included in this report are based on information presently available to the company and certain assumptions judged as reasonable. Actual results may differ materially from these projections due to a range of factors. For more details about the earnings projections, please refer to (3) Qualitative information on consolidated earnings forecast of 1. Qualitative Information on Consolidated Operating Results, etc. for the First Half, on page 3 of the attachment.
3 Accompanying Materials Contents 1. Qualitative Information on Consolidated Operating Results, etc. for the First Half... 2 (1) Qualitative information on consolidated operating results... 2 (2) Qualitative information on consolidated financial position... 2 (3) Qualitative information on consolidated earnings forecast Quarterly Consolidated Financial Statements... 4 (1) Quarterly consolidated balance sheets... 4 (2) Quarterly consolidated statements of income and consolidated statements of comprehensive income... 6 Quarterly consolidated statements of income First half... 6 Quarterly consolidated statements of comprehensive income First half... 7 (3) Quarterly consolidated statements of cash flows... 8 (4) Notes on the going concern assumption... 9 (5) Notes on significant change in shareholders equity, if any... 9 (6) Segment information
4 1. Qualitative Information on Consolidated Operating Results for the First Half (1) Qualitative information on consolidated operating results During the first half under review (from February 21, 2012 to August 20, 2012), the Japanese economy remained mired in uncertainty, reflecting Europe s protracted debt crisis and an economic slowdown in overseas economies. These factors overshadowed a modest recovery led by domestic demand, with the domestic economy supported by growth in capital expenditures driven by demand from recovery efforts in the wake of the Great East Japan Earthquake and healthy personal consumption. Under these conditions, the ÆON Mall Group expanded the number of new business sites and increased profits from existing shopping malls amid a process of natural selection in the shopping center industry as disparities in performance between shopping centers continue to grow due to intensifying competition. The Company opened ÆON Mall Fukutsu (Fukuoka Prefecture) in April 2012, followed in June by the opening of SHOPPING CENTER SOYOKA FUJIMINO (Saitama Prefecture) under the property management business. In China, our third facility in the country, ÆON Mall Tianjin Zhongbei (Tianjin), which we opened in April 2012, is off to a strong start. Regarding existing shopping malls, the Company recorded year-on-year growth in customer footfall and sales at its 54 existing shopping malls. This result was due to mall renovations in line with local customer needs and measures to leverage ÆON Mall s brand power to better attract customers. One such measure was the DO MALL! ÆON MALL FES! unified sales campaign that took place at all of ÆON Mall s approximately 120 shopping malls across Japan (all ÆON Group mall-type shopping centers in Japan have now unified their names to ÆON Mall ). Progress was also made in securing new development projects in and outside of Japan, with efforts ongoing to attract tenants ahead of an accelerated pace of new openings going forward. As a result of these and other initiatives, consolidated operating revenue for the first 6 months was 77,046 million, up 6.1% year on year. Operating costs rose 4.9% to 51,188 million, with costs associated with growth in business scale partially offset by cost structure reforms. Gross profit was up 8.6% to 25,857 million. Selling, general and administrative expenses increased 28.5% year on year to 6,950 million due to promoting growth measures in Japan and overseas, but operating income nevertheless increased 2.7% to 18,907 million. Ordinary income was up 1.1% to 17,753 million. This modest growth was the result of non-operating profits of 372 million (down 45.6% year on year) and non-operating expenses of 1,525 million (down 0.1%). In extraordinary items, extraordinary gains declined 2,055 million from the same period of the previous fiscal year. This outcome reflected the absence of 2,055 million in extraordinary gains posted a year earlier, including 2,032 million in insurance income from the Great East Japan Earthquake. Extraordinary losses declined 3,457 million. This was largely the result of 4,604 million in extraordinary losses reported for the same period a year ago, consisting mainly of 2,353 million in expenses for the restoration of buildings and structures damaged by the Great East Japan Earthquake, a 1,761 million charge associated with the application of the accounting standard for asset retirement obligations, and a 401 million loss on disposal of fixed assets relating to the renovation of existing shopping malls. In contrast, for the period under review, the Company posted extraordinary losses of 1,147 million, consisting mainly of an allowance of 1,045 million associated with the closure of ÆON Mall Fujiidera as part of scrap and build plans (impairment loss of 745 million and provision for store closing expenses of 300 million). As a result of the above, the Company posted net income of 9,400 million, up 6.2% year on year. As of August 20, 2012, the Company was operating 62 shopping malls, of which 59 were in Japan, and 3 in China. (2) Qualitative information on consolidated financial position i) Assets, Liabilities and Net Assets Assets Total assets as of August 20, 2012, the end of the first half, stood at 589,424 million, up 45,662 million from February 20, This reflected the acquisition of property, plant and equipment of 21,464 million, mainly for new shopping mall openings and the acquisition of land for future developments. Additionally, cash and cash equivalents increased 23,846 million, while deposits to associated companies (included in other current assets) rose 5,000 million. On the other hand, fixed assets declined by 10,496 million due to depreciation. Liabilities Total liabilities at August 20, 2012 stood at 387,399 million, up 38,111 million compared with February 20, This was mainly due to net increases of 8,215 million in long-term borrowings, including the current portion of long-term loans payable, and 25,000 million in straight bonds, including bonds due within one year, in addition to increases of 8,133 million in specialty store deposits received and 6,199 million in notes payable-construction, both included under other current liabilities. On the other hand, short-term borrowings declined by 5,655 million, while there was a net decrease of 7,000 million in commercial paper. Net assets Consolidated net assets on August 20, 2012 stood at 202,024 million, up 7,550 million from February 20, This reflected an increase in retained earnings due to the 9,400 million in net income
5 ii) Consolidated Cash Flows Cash and cash equivalents at August 20, 2012 were 37,356 million, up 28,916 million from February 20, Cash flows in the first half were as follows: Cash flows from operating activities Net cash provided by operating activities during the first half of the fiscal year under review was 24,220 million (compared with 23,412 million in the first half of the previous fiscal year). The main contributors to this outcome were income before income taxes and minority interests of 16,606 million (compared with 15,014 million in the first half of the previous fiscal year), depreciation and amortization of 10,496 million (compared with 10,351 million in the first half of the previous fiscal year), and an increase of 8,132 million in specialty store deposits received (compared with 9,405 million in the first half of the previous fiscal year, and included in the increase in other current liabilities). These items were partially offset by income taxes paid of 7,183 million (compared with 10,721 million in the first half of the previous fiscal year). Cash flows from investment activities Net cash used in investing activities was 13,880 million (compared with 20,714 million in the first half of the previous fiscal year). This reflected the payment of 13,658 million for purchase of property, plant and equipment (compared with 21,532 million in the first half of the previous fiscal year) associated with ÆON Mall Kurashiki (Okayama Prefecture), which reopened in the previous fiscal year, and ÆON Mall Fukutsu, which opened in the first half of the fiscal year under review, as well as the purchase of land for future development. Cash flows from financing activities Net cash provided by financing activities was 18,562 million (compared with 3,173 million in the first half of the previous fiscal year). This included proceeds from long-term debt of 25,400 million (compared with 15,000 million in the first half of the previous fiscal year), and 25,000 million in proceeds from the issue of bonds (no year-on-year comparison). Outflows included 17,184 million for the repayment of long-term debt (compared with 10,008 million in the first half of the previous fiscal year), along with a net decrease in short-term borrowings and commercial paper of 12,655 million (no year-on-year comparison), and 1,992 million for dividends paid (compared with 1,811 million in the first half of the previous fiscal year). (3) Qualitative information on consolidated earnings forecast In April 2011, the ÆON Mall Group formulated a three-year medium-term management plan starting in the fiscal year ended February 20, 2012 (fiscal 2011) for the purpose of establishing a management base capable of achieving dramatic growth by seizing new growth opportunities. The ÆON Mall Group has begun strengthening business competitiveness and raising efficiency by integrating the redundant shopping mall business functions within the ÆON Group. The ÆON Mall Group has two priorities. First is to further expand its business foundations in Japan by increasing new business sites and improving earnings from existing shopping malls. Second is to lay a foundation for expanding the shopping mall business in China and the ASEAN region. Turning to initiatives planned for the fiscal year ending February 2013, in a follow-up to renovations carried out at ÆON Mall Chiba NEW TOWN (Chiba Prefecture) in the first half of the year, the Company will renovate four other existing shopping mall locations: ÆON Mall Miyazaki (Miyazaki Prefecture), ÆON Mall Morioka (Iwate Prefecture), ÆON Mall Narita (Chiba Prefecture), and ÆON Mall Mito Uchihara (Ibaraki Prefecture). In addition, the Company plans to further integrate all functions of the ÆON Group s developer business, with a view to achieving operational efficiency. The ultimate aim of all these measures is to increase profits. Furthermore, the Company will centralize development of the ÆON Group s shopping malls, participate in plans for developing new communities in the Tohoku region recovering from the earthquake, accelerate the development of new malls and increase its involvement in property management contracts. In the China business, the Company plans to open two new shopping malls in Tianjin and Guangdong province in the fiscal year ending February At the same time, the Company will advance development in Beijing and Tianjin, as well as Heibei, Henan, Anhui, Shandong, Jiangsu, Zhejiang, Guangdong and Hubei provinces. In the ASEAN region, the Company will work to open shopping malls in Vietnam and Indonesia as early as possible, in addition to Cambodia, where the opening of a new shopping mall is planned for At present, the Company has not revised its business forecasts for the fiscal year ending February 28, 2013, announced together with Consolidated Financial Results for the Fiscal Year Ended February 20, 2012 on April 5,
6 2. Quarterly Consolidated Financial Statements (1) Quarterly consolidated balance sheets (Million yen) As of February 20, 2012 As of August 20, 2012 Assets Current assets: Cash and deposits 8,600 32,446 Notes and accounts receivable trade 3,254 2,657 Other current assets 17,114 28,380 Allowance for doubtful receivables (7) (8) Total current assets 28,962 63,476 Fixed assets: Property, plant and equipment: Building and structures, net 274, ,204 Land 144, ,979 Others, net 14,411 13,744 Total property, plant and equipment 433, ,928 Intangible fixed assets 3,018 3,316 Investments and other assets: Lease deposits paid 54,403 54,147 Other 23,917 24,671 Allowance for doubtful receivables (117) (116) Total investments and other assets 78,203 78,702 Total fixed assets 514, ,947 Total assets 543, ,
7 (Million yen) As of February 20, 2012 As of August 20, 2012 Liabilities Current liabilities: Notes and accounts payable trade 5,112 6,274 Short-term borrowings 5,655 Commercial paper 7,000 Bonds due within one year 10,000 Current portion of long-term loans payable 28,364 23,809 Income taxes payable 7,310 7,992 Allowance for employees bonus Allowance for directors performance-based remuneration Other current liabilities 46,882 61,590 Total current liabilities 100, ,972 Long-term liabilities: Straight bonds 33,000 48,000 Long-term borrowings 105, ,662 Accrued retirement benefits to employees Provision for store closing expenses 300 Asset retirement obligations 6,114 6,175 Lease deposits from lessees 102, ,854 Other long-term liabilities Total long-term liabilities 248, ,426 Total liabilities 349, ,399 Net assets Shareholders equity: Common stock 16,683 16,683 Capital surplus 16,992 16,992 Retained earnings 159, ,318 Treasury stock, at cost (27) (27) Total shareholders equity 193, ,967 Accumulated other comprehensive income: Net unrealized gain on available-for-sale securities Foreign currency translation adjustment (140) (86) Total accumulated other comprehensive income Stock acquisition rights Minority interests Total net assets 194, ,024 Total liabilities and net assets 543, ,
8 (2) Quarterly consolidated statements of income (For the six months ended August 20, 2011 and 2012) (Million yen) Six months ended August 20, 2011 August 20, 2012 Operating revenue 72,615 77,046 Operating costs 48,799 51,188 Gross profit 23,816 25,857 Selling, general and administrative expenses 5,409 6,950 Operating income 18,406 18,907 Non-operating profits: Interest income Compensation paid by departing tenants Other non-operating profits Total non-operating profits Non-operating expenses: Interest expenses 1,326 1,267 Other non-operating expenses Total non-operating expenses 1,526 1,525 Ordinary income 17,564 17,753 Extraordinary gains: Insurance income 2,032 Other extraordinary gains 22 0 Total extraordinary gains 2,055 0 Extraordinary losses: Impairment losses 745 Loss on disaster 2,353 Loss on adjustment for changes of accounting standard for asset retirement obligations 1,761 Provision for store closing expenses 300 Loss on disposal of fixed assets Other extraordinary losses Total extraordinary losses 4,604 1,147 Income before income taxes and minority interests 15,014 16,606 Income taxes Current 6,540 7,859 Deferred (418) (686) Total income taxed 6,122 7,173 Income before minority interests 8,892 9,433 Minority interests in net income Net income 8,853 9,
9 Quarterly consolidated statements of comprehensive income (For the six months ended August 20, 2011 and 2012) (Million yen) Six months ended August 20, 2011 August 20, 2012 Income before minority interests 8,892 9,433 Other comprehensive income: Net unrealized gain on available-for-sale securities Foreign currency translation adjustment Total other comprehensive income Quarterly comprehensive income 8,918 9,516 (Components) Quarterly comprehensive income attributable to owners of the parent 8,878 9,483 Quarterly comprehensive income attributable to minority interests
10 (3) Quarterly consolidated statements of cash flows (Million yen) Six months ended August 20, 2011 August 20, 2012 Cash flows from operating activities: Income before income taxes and minority interests 15,014 16,606 Depreciation and amortization 10,351 10,496 Impairment losses 745 Loss on disaster 2,353 Insurance income (2,032) Loss on adjustment for changes of accounting standard for asset retirement obligations 1,761 Increase (decrease) in provision for store closing expenses 300 Interest and dividend income (272) (219) Interest expenses 1,326 1,267 Decrease (increase) in receivable trade accounts Decrease (increase) in other current assets (2,127) (6,274) Increase (decrease) in payable trade accounts 787 1,161 Increase (decrease) in other current liabilities 7,560 7,836 Other, net 676 1,194 Subtotal 35,608 33,717 Interest and dividends received Interest paid (1,271) (1,168) Payments for loss on disaster (237) (1,185) Income taxes paid (10,721) (7,183) Net cash used in operating activities 23,412 24,220 Cash flows from investing activities: Purchase of property, plant and equipment (21,532) (13,658) Purchase of investment securities (280) Payment of lease deposits to lessors (527) (207) Reimbursement of lease deposits from lessors Repayment of lease deposits to lessees (2,662) (1,794) Proceeds from lease deposits from lessees 3,843 2,750 Other payments (882) (1,596) Other proceeds Net cash used in investing activities (20,714) (13,880) Cash flows from financing activities: Net increase (decrease) in short-term borrowings and commercial paper (12,655) Proceeds from long-term debt 15,000 25,400 Repayment of long-term debt (10,008) (17,184) Proceeds from issue of bonds 25,000 Purchase of treasury stock (0) (0) Dividends paid (1,811) (1,992) Dividends paid to minority shareholders (6) (6) Other, net 0 Net cash provided by financing activities 3,173 18,562 Effect of exchange rate changes on cash and cash equivalents (53) 13 Net increase (decrease) in cash and cash equivalents 5,817 28,916 Cash and cash equivalents at beginning of the period 27,631 8,440 Cash and cash equivalents at end of the period 33,448 37,
11 (4) Notes on the going concern assumption Not applicable (5) Notes on significant change in shareholders equity, if any Not applicable (6) Segment information Since the Group s sole segment is the shopping mall business, other segment information is omitted