Listing: Tokyo Stock Exchange Securities code: 9143

Transcription

1 (Translation) Consolidated Financial Results for the Third Quarter of the Fiscal Year Ending March 31, 2018 (under Japanese GAAP) February 2, 2018 Company name: SG Holdings Co., Ltd. Listing: Tokyo Stock Exchange Securities code: 9143 URL: Representative: Tadashi Machida, Presi dent and COO Contact: Shunichi Nakajima, Dir ector (Finance and Accounting) Tel: Planned date of quarterly report submission: February 5, 2018 Planned start date for payment of dividends: Preparation of supplemental explanatory material for quarterly results: Yes Holding of briefing for quarterly results: Yes (for analysts and institutional investors) (Note: Amounts less than one million yen are rounded down) 1. Consolidated Financial Results for the Third Quarter of the Fiscal Year Ending March 31, 2018 (March 21, 2017 to December 20, 2017) (1) Consolidated Operating Results (Percentage figures represent yearonyear changes) Net income Operating revenues O perating income Ordinary income attributable to owners of the parent Millions of yen % Millions of yen % Millions of yen % Millions of yen % Nine months ended December 20, , , , , Nine months ended December 20, ,761 (3.0) 43,375 (10.9) 44,850 (6.0) 25,034 (11.9) (Note) Comprehensive income: Nine months ended December 20, ,702 million yen (up 41.8%) Nine months ended December 20, ,890 million yen (down (8.3)%) Basic net income per share Nine months ended December 20, Nine months ended December 20, Diluted net income per share (Note) Basic net income per share have been restated, as appropriate, to reflect a 3for1 stock split effected on September 21, (2) Consolidated Financial Position As of December 20, 2017 As of March 20, 2017 (Reference) Shareholders equity: Total assets Total equity Equity ratio Millions of yen 691, ,843 As of December 20, ,529 million yen As of March 20, ,429 million yen Millions of yen 339, ,771 %

2 2. Dividend Status Fiscal year ended March 20, 2017 Fiscal year ending March 31, 2018 Fiscal year ending March 31, 2018 Dividend per share 1Qend 2Qend 3Qend 4Qend Total (Forecast) (Notes) 1. Revisions to the dividend forecasts announced most recently: Yes 2. Effective September 21, 2017, SG Holdings Co., Ltd. (hereinafter the Company ) split the shares of its common stock on a 3for1 basis. The amount of dividends per share approved for the fiscal year ended March 20, 2017 has not been adjusted to reflect such share split. 3. Consolidated Earnings Forecasts for the Fiscal Year Ending March 31, 2018 (March 21, 2017 to March 31, 2018) Full year Operating revenues Millions of yen 1,040,000 % 11.8 Operating income Ordinary income Millions of yen 61,000 % 23.3 (Percentage figures represent yearonyear changes) Net income attributable to Basic net owners of income the parent per share Millions of yen 63,500 % 24.0 Millions of yen 35,000 % (Notes) 1. Revisions to the earnings forecasts announced most recently: Yes 2. The Company changed its fiscal yearend from March 20 to March 31 effective from the fiscal year ending March 2018 as a partial amendment to the Articles of Incorporation was approved at the 11th Ordinary General Meeting of Shareholders held on June 9, Accordingly, fiscal yearends and assumed fiscal yearends of all consolidated subsidiaries will be unified to March 31. Percentage figures shown above represent simple comparisons with the previous fiscal year. 3. On September 21, 2017, the Company effected a 3for1 stock split. Furthermore, in relation to a secondary offering by way of overallotment associated with the listing of the Company s common stock on the First Section of the Tokyo Stock Exchange, the Company disposed of 7,192,500 shares of treasury stock by thirdparty allotment with the payment due date of January 11, The basic net income per share in the consolidated earnings forecasts for the fiscal year ending March 31, 2018 is computed using the average number of shares taking into consideration the stock split and the disposal of treasury stock.

3 * Notes (1) Changes in significant subsidiaries during the period: None (Changes in specified subsidiaries resulting in changes in scope of consolidation) Newly added: companies Excluded: companies (2) Application of special accounting treatment for the preparation of quarterly consolidated financial statements: Yes (Note) Please refer to the section 2. Quarterly Consolidated Financial Statements and Notes (3) Notes to the Quarterly Consolidated Financial Statements (Application of Special Accounting Treatment for the Preparation of Quarterly Consolidated Financial Statements) in the Appendix for further information. (3) Changes in accounting policies, changes in accounting estimates, and restatements (i) Changes in accounting policies due to revisions to accounting standards: None (ii) Changes in accounting policies due to other reasons: Yes (iii) Changes in accounting estimates: Yes (iv) Restatements: None (Note) Changes in accounting policies and accounting estimates are in accordance with the Article 105 of the Ordinance on the Terminology, Forms, and Preparation Methods of Quarterly Consolidated Financial Statements. Please refer to the section 2. Quarterly Consolidated Financial Statements and Notes (3) Notes to the Quarterly Consolidated Financial Statements (Changes in Accounting Policies, etc.) in the Appendix for further information. (4) Number of shares issued (common stock) (i) Number of shares issued at the end of the period (including treasury stock) As of December 20, ,197,200 shares As of March 20, ,197,200 shares (ii) Number of treasury stock at the end of the period As of December 20, ,787,449 shares As of March 20, ,787,449 shares (iii) Average number of shares during the period Nine months ended December 20, ,409,751 shares Nine months ended December 20, ,409,751 shares (Note)Effective September 21, 2017, the Company split the shares of its common stock on a 3for1 basis. The number of share issued have been restated, as appropriate, to reflect a 3for1 stock split effected on September 21, * These quarterly consolidated financial results are outside the scope of quarterly review. * Description concerning the appropriate use of earnings forecasts and other remarks The descriptions concerning earnings forecasts included in this document are based on information currently available to the Company and the certain assumptions reasonably judged to be valid. Actual results may differ substantially from these forecasts due to a variety of factors. For the assumptions on which the earnings forecasts were based and the notes for use of the forecasts, please refer to 1. Qualitative Information on Quarterly Results (3) Explanation of Consolidated Earnings Forecasts and Other Forward Looking Statements in the Appendix. The Company plans to promptly publish supplemental explanatory material for quarterly results on its website following the financial results announcement. The Company plans to hold a telephone conference for analysts and institutional investors on February 2, 2018.

4 Appendix Table of Contents 1. Qualitative Information on Quarterly Results... 2 (1) Explanation of Operating Results... 2 (2) Explanation of Financial Position... 3 (3) Explanation of Consolidated Earnings Forecasts and Other ForwardLooking Statements Quarterly Consolidated Financial Statements and Notes... 4 (1) Quarterly Consolidated Balance Sheet... 4 (2) Quarterly Consolidated Statements of Income and Comprehensive Income... 6 (Quarterly Consolidated Statement of Income)... 6 (Quarterly Consolidated Statement of Comprehensive Income)... 7 (3) Notes to the Quarterly Consolidated Financial Statements... 8 (Notes on Going Concern Assumptions)... 8 (Notes on Significant Changes in the Amount of Shareholders Equity)... 8 (Application of Special Accounting Treatment for the Preparation of Quarterly Consolidated Financial Statements)... 8 (Changes in Accounting Policies, etc.)... 8 (Additional Information)... 8 (Segment Information)... 9 (Per Share Information) (Significant Subsequent Events)

5 1. Qualitative Information on Quarterly Results (1) Explanation of Operating Results In the consolidated cumulative third quarter of the current fiscal year (March 21, 2017 to December 20, 2017), the Japanese economy demonstrated a moderate recovery amid Japan s highly accommodative financial environment and the government s largescale economic stimulus measures, as well as the gradual rise in economic growth rates in other countries around the world. In the logistics industry to which the SG Holdings Group (hereinafter the Group ) belongs, the business environment was severe primarily due to continued concerns over rising wages and a tightened labor supplydemand balance resulting from improved employment conditions. Additionally, the costs for implementing workstyle reforms and maintaining the quality of delivery services continue to rise. The Group is in the second year of its midterm business plan, First Stage 2018 (Fiscal Year 2016 Fiscal Year 2018). Under this plan, the Group continued to promote sales activities using GOAL (GO Advanced Logistics), its crossfunctional sales strategy teams. The Group also promoted business expansion through collaboration with Hitachi Transport System, Ltd. Under these business conditions, in the Group s core Delivery Business, initiatives were taken to maintain and raise the quality of package delivery services. The Group strengthened employee recruiting programs, while increasing routes and thirdparty contractors for package collection and delivery. Additionally, effective November 21, 2017, the Group increased its standard freight rates for Hikyaku Express, Hikyaku Large Size Express and other services. While reinforcing the structure of sales activities for the business expansion, the Group acquired the telegramrelated service business from Humony Co., Ltd. to enhance the specified correspondence delivery business. In the Logistics Business, the Group further strengthened thirdparty logistics and domesticinternational integrated logistics, mainly using the GOAL to propose comprehensive logistics solutions. In the Real Estate Business, the Group converted its real estate for sale into trust beneficiary interests and sold the interests as an ongoing initiative. In Other Businesses, the Group utilized its logistics networks and management resources to expand the scope of business. As a result, operating revenues for the consolidated cumulative third quarter of the current fiscal year increased by 6.5% year on year to 750,828 million yen, operating income increased by 19.5% to 51,844 million yen, ordinary income increased by 20.2% to 53,917 million yen, and net income attributable to owners of the parent increased by 19.9% to 30,027 million yen. Results by segment are explained below. Delivery Business The number of packages handled through the Group s major services were as follows. Service name Nine months ended Nine months ended December 20, 2016 December 20, 2017 (March 21, 2016 to (March 21, 2017 to December 20, 2016) December 20, 2017) Change Total number of packages handled (million) Change (%) Hikyaku Express (million) Others (million) (Notes) 1. The total number of packages handled is the number of packages handled through the Group s major services. 2. The number of packages handled through Hikyaku Express is the number of packages Sagawa Express Co., Ltd. reports to Japan s Ministry of Land, Infrastructure, Transport and Tourism. 3. Others include packages handled through Hikyaku Large Size Express provided by Sagawa Express Co., Ltd. and packages handled through other companies. The Delivery Business posted robust performance by actively investing in initiatives to maintain and raise the quality of delivery services and support workstyle reforms, while also boosting the number of packages handled through strengthened sales operations and taking continual efforts to secure delivery rates to appropriate levels. On April 3, 2017, the telegramrelated service business of Humony Co., Ltd. was acquired to expand specified correspondence delivery, flower gifts, and other deliveries. In addition, the Group continued to strengthen sales activities through GOAL initiatives, while collaborating with Hitachi Transport System, Ltd. to expand high valueadded transport services. As a result, operating revenues for the consolidated cumulative third quarter increased by 6.9% year on year to 600,868 million yen while operating income increased by 19.7% to 42,875 million yen. 2

6 Logistics Business The Logistics Business showed moderate growth due to an increase in the number of transactions with existing domestic customers, an improvement of cost management regarding largescale parcels and an increase in crossborder ecommerce transactions. In overseas markets, although costs rose due to the establishment of new warehouses and increased airfreight tariffs, contributions from SG Sagawa Express Vietnam., LLC, which was converted into a consolidated subsidiary in the previous fiscal year, boosted operating revenues, while the business also achieved volume growth through expanded freight forwarding transactions. As a result, operating revenues for the consolidated cumulative third quarter increased by 9.3% year on year to 89,755 million yen while operating income increased by 2.0% to 788 million yen. Real Estate Business In the Real Estate Business, the Group developed new properties while selling trust beneficiary interests in real estate for sale as an ongoing initiative. As a result, operating revenues for the consolidated cumulative third quarter decreased by 24.1% year on year to 9,231 million yen while operating income increased by 54.1% to 5,173 million yen. Other Businesses In Other Businesses, the number of new vehicles sold increased in addition to favorable performance of fuel sales and other services. As a result, operating revenues for the consolidated cumulative third quarter increased by 4.9% year on year to 50,973 million yen while operating income increased by 4.3% to 4,382 million yen. (2) Explanation of Financial Position Total assets amounted to 691,978 million yen, an increase of 41,135 million yen from the balance at the end of the previous fiscal year. This was mainly due to increases of 24,220 million yen in trade notes and accounts receivable, 8,504 million yen in construction in progress, 5,410 million yen in cash and deposits, and 4,499 million yen in vehicles, net. These increases were partially offset by a decrease of 3,779 million yen in real estate for sale. Total liabilities amounted to 352,019 million yen, an increase of 10,948 million yen from the balance at the end of the previous fiscal year. This was mainly due to increases of 10,042 million yen in trade notes and accounts payable, 6,614 million yen in other current liabilities, and 2,873 million yen in deposits received. These increases were partially offset by a decrease of 11,221 million yen in bank loans. Total equity amounted to 339,958 million yen, an increase of 30,186 million yen from the balance at the end of the previous fiscal year. This was mainly due to 30,027 million yen of net income attributable to owners of the parent while making payments of 3,724 million yen for dividends from retained earnings. As a result, equity ratio increased by 1.3 percentage points from the end of the previous fiscal year to 45.2%. (3)Explanation of Consolidated Earnings Forecasts and Other ForwardLooking Statements The Company has revised its consolidated earnings forecast for the fiscal year ending March 31, 2018 announced on December 13, For details, please see Notice of revision to fullyear earnings forecast and dividend forecast announced on February 2, The Group will continue to examine the future forecast and disclose information promptly when the need arises to revise the consolidated earnings forecasts. 3

7 2. Quarterly Consolidated Financial Statements and Notes (1) Quarterly Consolidated Balance Sheet (Millions of yen) Fiscal Year 2016 Third quarter of (As of March 20, 2017) Fiscal Year 2017 (As of December 20, 2017) Assets Current assets Cash and deposits 71,007 76,418 Trade notes and accounts receivable 138, ,078 Real estate for sale 37,128 33,348 Merchandise and finished goods Work in process Raw materials and supplies 1,338 1,254 Deferred tax assets 4,447 4,425 Other 18,286 15,123 Allowance for doubtful accounts (926) (837) Total current assets 270, ,566 Noncurrent assets Property, plant and equipment Buildings and structures, net 47,438 45,884 Machinery and equipment, net 9,449 9,598 Vehicles, net 8,818 13,317 Land 123, ,078 Lease assets, net 14,609 13,866 Construction in progress 4,429 12,933 Other, net 5,930 6,297 Total property, plant and equipment 214, ,975 Intangible assets Goodwill 5,815 5,523 Software 11,721 13,304 Lease assets Other 6,403 9,049 Total intangible assets 23,969 27,889 Investments and other assets Investment securities 101, ,400 Deferred tax assets 12,925 13,458 Other 29,609 29,623 Allowance for doubtful accounts (1,887) (1,980) Total investments and other assets 141, ,501 Total noncurrent assets 380, ,366 Deferred assets Total 650, ,978 4

8 Fiscal Year 2016 (As of March 20, 2017) (Millions of yen) Third quarter of Fiscal Year 2017 (As of December 20, 2017) Liabilities Current liabilities Trade notes and accounts payable 46,557 56,599 Shortterm bank loans 1,338 1,520 Current portion of longterm bank loans 38,236 35,980 Lease obligations 4,330 5,122 Income taxes payable 9,160 10,934 Deposits received 31,090 33,963 Accrued bonus 5,954 6,671 Other 35,440 42,055 Total current liabilities 172, ,848 Longterm liabilities Bonds payable 9,000 9,000 Longterm bank loans 98,799 89,651 Lease obligations 11,947 10,353 Retirement allowances for directors and Audit & Supervisory Board members Liabilities for employees' retirement benefits 37,777 37,600 Asset retirement obligations 4,692 4,964 Other 6,715 7,572 Total longterm liabilities 168, ,171 Total liabilities 341, ,019 Equity Shareholders equity Capital stock 11,882 11,882 Capital surplus 33,822 33,151 Retained earnings 242, ,812 Treasury stock at cost (4,421) (4,421) Total shareholders equity 283, ,425 Accumulated other comprehensive income Unrealized gain on availableforsale securities 1,639 2,319 Deferred loss on derivatives under hedge accounting (155) (77) Foreign currency translation adjustments Defined retirement benefit plans Total accumulated other comprehensive income 1,635 3,104 Noncontrolling interests 24,342 27,429 Total equity 309, ,958 Total 650, ,978 5

9 (2) Quarterly Consolidated Statements of Income and Comprehensive Income (Quarterly Consolidated Statement of Income) (For the ninemonth period) Nine months ended December 20, 2016 (March 21, 2016 to December 20, 2016) (Millions of yen) Nine months ended December 20, 2017 (March 21, 2017 to December 20, 2017) Operating revenues 704, ,828 Operating costs 634, ,916 Operating gross profit 70,661 81,912 Selling, general and administrative expenses 27,286 30,068 Operating income 43,375 51,844 Nonoperating income Interest income Dividend income Equity in earnings of associated companies 2,891 2,461 Insurance received Other Total nonoperating income 4,449 4,319 Nonoperating expenses Interest expense 2,070 1,957 Foreign exchange loss Other Total nonoperating expenses 2,973 2,246 Ordinary income 44,850 53,917 Extraordinary income Gain on sales of longlived assets Gain on step acquisitions 91 Other Total extraordinary income Extraordinary losses Loss on sales of longlived assets Loss on disposal of longlived assets Loss on valuation of investment securities 50 Loss on impairment of longlived assets Other Total extraordinary losses Income before income taxes 44,733 53,327 Income taxes 16,189 17,896 Net income 28,544 35,431 Net income attributable to noncontrolling interests 3,509 5,403 Net income attributable to owners of the parent 25,034 30,027 6

10 (Quarterly Consolidated Statement of Comprehensive Income) (For the ninemonth period) (Millions of yen) Nine months ended Nine months ended December 20, 2016 December 20, 2017 (March 21, 2016 to (March 21, 2017 to December 20, 2016) December 20, 2017) Net income 28,544 35,431 Other comprehensive income (loss) Unrealized gain on availableforsale securities Deferred gain on derivatives under hedge accounting Foreign currency translation adjustments (3,049) (685) Defined retirement benefit plans Share of other comprehensive (loss) income in associates (150) 1,303 Total other comprehensive income (loss) (2,653) 1,270 Comprehensive income 25,890 36,702 Total comprehensive income attributable to: Owners of the parent 23,046 31,496 Noncontrolling interests 2,844 5,205 7

11 (3) Notes to the Quarterly Consolidated Financial Statements (Notes on Going Concern Assumptions) Not applicable. (Notes on Significant Changes in the Amount of Shareholders Equity) Not applicable. (Application of Special Accounting Treatment for the Preparation of Quarterly Consolidated Financial Statements) (Calculation of tax expenses) Income tax expenses were calculated by multiplying income before income taxes by an effective tax rate that was reasonably estimated after application of tax effect accounting to the income before income taxes for the fiscal year including the nine months ended December 20, However, if the use of the estimated tax rate produces clearly unreasonable results, income tax expenses are calculated by using the statutory effective tax rate. (Changes in Accounting Policies, etc.) (Changes in accounting policies that are difficult to distinguish from changes in accounting estimates, and changes in accounting estimates) (Change in depreciation method for property, plant and equipment and changes in useful lives) The Company and its domestic consolidated subsidiaries had previously adopted the decliningbalance method for the depreciation of property, plant and equipment (excluding leased assets), except for buildings (excluding building fixtures) acquired on or after April 1, 1998 and building improvements and structures acquired on or after April, 2016, which were depreciated using the straightline method. However, the depreciation method for all assets has been changed to the straightline method effective as of March 21, Under the longterm management vision to Become Asia s Leading Comprehensive Logistics Group, the Group further expands solutionsoriented sales activities which combine the Delivery Business and Logistics Business to respond to customer needs, based on GOAL advanced logistics teams and its strategic capital and business alliance with Hitachi Transport System, Ltd. In advancing these business operations, the Company and its domestic consolidated subsidiaries reviewed their depreciation method for property, plant and equipment. As a result, as the stable operation of existing domestic facilities is anticipated, the Company and its domestic consolidated subsidiaries have determined that the allocation of costs through depreciation over the useful lives using a straight line basis would be more appropriate to reflect the operation of property, plant and equipment. Therefore, the Company and its domestic consolidated subsidiaries has changed the depreciation method to the straightline method from the first quarter of the current fiscal year. The Company and its domestic consolidated subsidiaries also conducted a review of the use conditions of facilities in Japan on the occasion of its deliberations on changing the depreciation method for property, plant and equipment. As a result, from the first quarter of the current fiscal year, the useful lives of certain property, plant and equipment have been changed to those based on estimated period of economic useful lives, which are more consistent with actual use conditions. As a result of this change, in comparison with the previously used depreciation method, operating income, ordinary income, and income before income taxes increased by 5,398 million yen for the consolidated cumulative third quarter of the current fiscal year, respectively. (Additional Information) (Application of implementation guidance on recoverability of deferred tax assets) The Company and its domestic subsidiaries applied the Implementation Guidance on Recoverability of Deferred Tax Assets (Accounting Standards Board of Japan (ASBJ) Guidance No.26, issued on March 28, 2016) from the first quarter of the current fiscal year. 8

12 (Segment Information) I. Nine months ended December 20, 2016 (March 21, 2016 to December 20, 2016) 1. Operating revenues and operating income/loss by reportable segment Delivery Business Logistics Business Real Estate Business Other (Note 1) Total Reconciliations (Note 2) (Millions of yen) Consolidated (Note 3) Operating revenues Operating revenues from external customers 561,835 82,152 12,164 48, , ,761 Intersegment operating revenues and transfers 28,861 6,213 3,368 53,997 92,441 (92,441) Total 590,697 88,366 15, , ,202 (92,441) 704,761 Segment profit 35, ,356 4,201 44,147 (772) 43,375 (Notes) 1. Other includes product sales, insurance agents, fuel sales, automobile services and sales, system sales and maintenance, ecollect services, and temporary staffing services and providing staffing services under contract. 2. The reconciliations of segment profit of (772) million yen included the elimination of intersegment transactions of 5,189 million yen and corporate general expenses of (5,962) million yen which were not allocated to the reportable segments for the nine months ended December 20, Corporate general expenses primary consisted of operating costs of the Company. 3. Certain reconciliations were made between segment profit and operating income in the quarterly consolidated statement of income. II. Nine months ended December 20, 2017 (March 21, 2017 to December 20, 2017) 1. Operating revenues and operating income/loss by reportable segment Delivery Business Logistics Business Real Estate Business Other (Note 1) Total Reconciliations (Note 2) (Millions of yen) Consolidated (Note 3) Operating revenues Operating revenues from external customers 600,868 89,755 9,231 50, , ,828 Intersegment operating revenues and transfers 28,549 6,467 3,130 58,407 96,555 (96,555) Total 629,418 96,223 12, , ,384 (96,555) 750,828 Segment profit 42, ,173 4,382 53,219 (1,374) 51,844 (Notes) 1. Other includes product sales, insurance agents, fuel sales, automobile services and sales, system sales and maintenance, ecollect services, and temporary staffing services and providing staffing services under contract. 2. The reconciliations of segment profit of (1,374) million yen included the elimination of intersegment transactions of 5,243 million yen and corporate general expenses of (6,618) million yen which were not allocated to the reportable segments for the nine months ended December 20, Corporate general expenses primary consisted of operating costs of the Company. 3. Certain reconciliations were made between segment profit and operating income in the quarterly consolidated statements of income. 9

13 2. Changes in reporting segments (Change in depreciation method for property, plant and equipment and changes in useful lives) As stated in 2. Quarterly Consolidated Financial Statements and Notes (3) Notes to the Quarterly Consolidated Financial Statements (Changes in Accounting Policies, etc.), from the first quarter of the current fiscal year, the method used for depreciation of property, plant and equipment (excluding leased assets) has been changed to the straightline method and the useful life of certain property, plant and equipment has also been changed. As a result of these changes, segment profit for the consolidated cumulative third quarter of the current fiscal year increased by 4,915 million yen in the Delivery Business, 83 million yen in the Logistics Business, 304 million yen in the Real Estate Business, 80 million yen in Other and 14 million yen in Reconciliations, respectively. (Per Share Information) The amount of basic net income per share and the basis for calculation thereof are as follows: Nine months ended Nine months ended December 20, 2016 December 20, 2017 (March 21, 2016 to (March 21, 2017 to December 20, 2016) December 20, 2017) Basic net income per share (yen) (Basis for calculation) Net income attributable to owners of the parent (millions of yen) 25,034 30,027 Amount not attributable to common shareholders (millions of yen) Net income attributable to owners of the parent pertaining to common stock (millions of yen) 25,034 30,027 Average number of common stock during the fiscal period (thousand shares) 310, ,409 (Notes) 1. Information on diluted net income per share is omitted since there were no potentially dilutive shares outstanding for the nine months ended December 20, 2017 and Per share figures and the number of shares have been restated, as appropriate, to reflect a 3 for1 stock split effected on September 21, (Significant Subsequent Events) (Disposal of treasury stock through thirdparty allotment) The Company listed its shares on the First Section of the Tokyo Stock Exchange on December 13, In preparation for the listing, at the Board of Directors meetings held on November 6, 2017 and November 24, 2017, the Company resolved to dispose of treasury stock through thirdparty allotment with Daiwa Securities Co. Ltd. as the allottee, in connection with the secondary offering of the Company s common stock by way of overallotment. This transaction was made for the purpose of acquiring shares required for returning the Company s common stock borrowed by Daiwa Securities Co. Ltd. from Shinsei Kosan Co. Ltd., one of the Company s shareholders. The payment was completed on January 11, Details of the transaction are as follows. 1.Due date of payment January 11, Number of shares to be allotted 7,192,500 shares of common stock 3.Allotment price 1, yen per share (total amount 11,104 million yen) 4.Disposal method Disposal by thirdparty allotment 5.Allottee 6.Use of proceeds Daiwa Securities Co. Ltd. With regard to the 11,104 million yen in proceeds from this disposal of treasury stock, the entire amount will be used as funds for investments and loans to the subsidiaries of the Company up to March 31, These subsidiaries of the Company scheduled to use investments and loans from the Company for capital investment related to the construction of a large logistics facility in Kotoku, Tokyo (the X FRONTEER project). 10