ANNUAL REPORT 2019 · Hong Kong China Malaysia Indonesia Taiwan Other Asia countries Portugal UK Other European countries USA Other countries 0 20 40 60 80 100 120 (Stores) 1,117

TORIDOLL Holdings Corporation

ANNUALREPORT2019

CONTENTS

0203040607091113161718192022242829

CORPORATE PHILOSOPHY

MESSAGE FROM PRESIDENT

FINANCIAL HIGHLIGHTS

GLOBAL PRESENCE

CORPORATE STRATEGY

FLAGSHIP BRAND

OUR BRANDS IN JAPAN

OUR BRANDS WORLDWIDE

LIFESTYLE BUSINESS

M&A

HISTORY

SOCIAL INITIATIVES

CORPORATE GOVERNANCE

MANAGEMENT DISCUSSION & ANALYSIS

CONSOLIDATED FINANCIAL STATEMENTS

COMPANY OVERVIEW

INVESTOR INFORMATION

01

CORPORATE PHILOSOPHY

02

“Delicious” has no borders

Takaya AwataPresident & Founder


The passion for food is what made me start my business. An appetizing aroma

that stirs the appetite, the master chef’s amazing culinary skills, the heat from

the kitchen as food is being prepared in front of you… all of these elements come

together to create a “deliciousness” that is experienced (enjoyed/appreciated)

with all the five senses instead of just with your tongue… It is our desire to bring

this passion for food to as many customers as possible, and our mission is to

spread it to the entire world. With each bite we want you to smile and think,

“This is delicious!” We don’t speak the same language, but our customers’ smiles

tell us their emotions. We, at TORIDOLL, are proud to be a company that continues

to cherish these values. With our commitment to world-class hospitality, we will

develop business models that respect the cultural and regional differences of each

country. With our origins in Japan, we aim to become a leading global company in

the restaurant industry. I believe we can open up a future of unlimited opportunities

in the global market.

MESSAGE FROM PRESIDENT

03

NUMBER OF STORES

TOTAL TRADING TRANSACTIONS

145.0billion YEN

Total tradingtransactions

145.0billion YEN

Other Brands13.2%

MARUGAME SEIMEN62.0%

TONICHI2.7%

Overseas Brands20.9%

TORIDOLL1.3%

2017 2018 20192016201520142013201220112010200920082007200620052004200320022001

(Stores)

1,600

1,400

1,200

1,000

800

600

400

200

0

1,678STORES

Number of stores

(Billions of yen)

*Figures for fiscal 2014 and fiscal 2015 represents net income attributable to owners of the parent company,

while International Financial Reporting Standards has been introduced from fiscal 2015.

Number of restaurants outside JapanNumber of restaurants in Japan

FINANCIAL HIGHLIGHTS Years Ended March 31, 2019.

04

*The Company Group has applied International Financial Reporting Standards (IFRS) starting from the consolidated year ended March 31, 2015.

*Figure for the previous year is also disclosed adhering to IFRS.

IFRSIFRSIFRSIFRS

2019201720162015

Payout ratio 24.120.0

PER 18.6

ROE 0.8

433.8

17.5

Equity ratio

Major indicators28.8%53.4%

(%)

19.920.5

18.834.1

18.99.1

51.9%42.9%

Profit for the year 2215,585

Operating profit 2,3028,619

Selling, general and administrative expenses (66,280) (98,634)

Gross profit 105,90475,563

Cost of sales (39,117)(26,216)

For the yearTotal trading transactions 145,022101,779

(Millions of yen)

5,2422,011

8,7334,175

(62,347)(58,605)

71,48264,986

(24,105)(22,309)

95,58787,294

(Millions of yen)

Total equity 35,00335,006

Total assets 117,83364,011

At year end

30,87225,359

57,79359,019

Cash dividends 1.5026.00

Per share data (Yen)

EPS 6.22129.89

BPS 788.44

IFRS

2018

24.7

36.0

13.2

32.5%

4,663

7,635

(77,685)

85,644

(30,860)

116,504

37,470

111,525

26.50

107.44

834.13

24.0010.00

120.5648.84

692.48586.10 798.02

FINANCIAL HIGHLIGHTS Years Ended March 31, 2019.

05

NUMBER OF STORES IN MAJOR COUNTRIES AND REGIONS

Japan

Hong Kong

China

Malaysia

Indonesia

Taiwan

Other Asia countries

Portugal

UK

Other European countries

USA

Other countries

0 20 40 60 80 100 120 (Stores)

1,117

126

68

66

57

35

70

38

24

22

55

40

Our multi-portfolio strategy to reflect diverse regional food cultures.

Opened 1,718 restaurants globally*As of July 30, 2019.

Japan

1,117STORES

40STORES

55STORES

22STORES

35STORES

24STORES

38STORES

57STORES

Hong Kong

126STORES

Other Asiacountries

70STORES

Malaysia

66STORES

China

68STORES

GLOBAL PRESENCE

06

MID-TERM GOAL

MID TO LONG-TERM VISION

We aim for consolidated net sales of 4.6 billion $, with 6,000 restaurants worldwide*The exchange rate as of July 31, 2019.

Restaurant Health care

BeautyCosmetics

BeautyCosmetics

Homemade meals,take-away

Homemade meals,take-away

NEXTLIFESTYLEINCUBATOR

NEXT LIFESTYLE INCUBATOR Started out as a restaurant company evolving into a global lifestyle company

Asia2,000 stores1.2 billion $

Japan2,300 stores2.1 billion $

North America1,000 stores0.9 billion $

Central & South America200 stores0.1 billion $

Europe & Middle East500 stores0.3 billion $

CORPORATE STRATEGY

07

BUSINESS STRATEGY

THE BUSINESS BASE

With our concept of “freshly hand-made”, we achieved rapid growth.As a result, we developed unique strengths

Restaurant Development100 restaurants annually

OperationTurning inefficient into efficient

NEW BUSINESS

Product DevelopmentForming a trinity with the producer

and the manufacturer

ProcurementOverwhelming volume

Corporate CulturePassion and speed

RESTAURANT

Further growth of our business base

Domesticrestaurants

Overseasrestaurants Health care Beauty

The business base of

TONICHI

BANPAIYA

Creation of a new business base

Existing main business

Establish a cycle of creating new businesses and expanding the business base to exploit our existing business base

CORPORATE STRATEGY

08

TORIDOLL Group’s flagship brand, MARUGAME SEIMEN, is a self-service restaurant chain specializing in Sanuki udon. Since its first restaurant opened in Japan in November 2000, MARUGAME SEIMEN has been committed to serving the tasty, genuine “freshly handmade” udon. With a noodle machine installed at each restaurant, we make the best dough each day from carefully selected domestic wheat, salt and water. Fresh noodles are cooked right away for “freshly kneaded and boiled taste”. By cooking in front of our customers in an open kitchen, we aim to create an authentic restaurant with the ambience of a noodle-making factory in Kagawa prefecture, home of Sanuki udon. Today, MARUGAME SEIMEN has become a popular brand that is supported by many customers young and old, totaling more than 150 million people a year. Since our establishment, we have steadily expanded our restaurant network, reaching about 800 restaurants in all prefectures, and we are actively expanding not only in Japan but also around the world. With a reach unsurpassed by other companies, we have the absolute No.1 position in the udon industry, both in sales and number of restaurants.

MARUGAME SEIMEN

FLAGSHIP BRAND

09

Udon is a type of thick wheat flour noodle, used frequently in Japanese cuisine. In the past, Udon was a special food that people eat at ceremonies and celebrations. It has become a popular staple food in Japan as an alternative to rice. There are numerous varieties of Udon today, and Sanuki Udon is recognized as one of the three most famous types of Udon. Named after the old name of Kagawa prefecture in the south-west of Japan, Sanuki Udon is known for its firm, al-dente texture. The thick long flour noodle is perfectly nice and chewy, yet so soft and silky to slurp. Udon remains extremely popular in Kagawa Prefecture, which is number one in the production and consumption of Udon.

What is “Sanuki Udon”?

FLAGSHIP BRAND

10

TORIDOLLThis is an authentic “Yakitori (grilled chicken)” restaurant where all family members can enjoy together regardless of age. The business name “TORIDOLL” comes from “tori” of “Yakitori”. TORIDOLL was the first business of TORIDOLL Holdings.

TONICHIA restaurant chain specializing in katsu-don (pork cutlets over rice) and tonteki (pork steak) known for the ultimate in savory and tender pork. This restaurant chain is known for its katsu-don featuring freshly deep fried pork cutlet enveloped with egg and special warishita stock and its tonteki teishoku (set meal) featuring pork steak barbequed with special sauce.

MARUSHOYAA chain of ramen shops committed to the in-house production of not just the noodles but other ingredients as well. Their extremely flavorful bowls of ramen are possible only because they are elaborately prepared all by hand.

NAGATA-HONJYO-KENA chain of yakisoba restaurants, featuring medium-thick noodles made in-house and rich flavorings typical of Kobe’s old town area.

OUR BRANDS IN JAPAN

11

Kona’s Coffee / Lanai CafeA Hawaiian-style cafe designed with a classic Hawaiian vacation mood. The soft, fluffy pancakes are made by hand in store and cooked fresh to order, while each cup of Hawaii Kona Blend Coffee is brewed to perfection with an aroma that instantly set you in Hawaiian vacation mode.

ZUNDO-YASince opening the first shop in Himeji city in April 2002, we have stores mainly in the Kansai region with our focus in TONKOTSU (rich pork based soup) ramen. Our customers can choose from two kinds of fine noodles that are carefully hand-made. Our TONKOTSU soup is made only from water and pork bones in a process of over 20 hours, giving it its unique taste.

MAKINOThis chain of restaurants specialized in a set tempura menu only frying the ingredients after the order is place by the customers, always serving crisp, piping hot tempura.

BANPAIYASince opening our first store in 2009, we have established our business mainly in Tokyo. We have characterized the concept to fit the current needs of the people, whereby rapid-growing single and senior households can enjoy us casually. Most of our stores are standing bars with satisfying dishes starting from 100 yen and drinks for 500 yen or less.

OUR BRANDS IN JAPAN

12

MARUGAME UDONA specialized Sanuki Udon restaurant serves an authentic tasty Udon in self-service style. In an open kitchen style, all the preparation procedures are visible and customers can make sure that all food is freshly made in the restaurant.


13

Boat NoodleTracing its roots back to small soup noodle dishes of the floating markets of Thailand, this popular fast food chain offers the perfect blend of convenience, flavor and visual entertainment. Pork-free dishes have also received Malaysian Halal certification, making them ideal for customers of Islamic faith to enjoy.

SHORYUSHORYU triggered a ramen boom in London with the authentic tonkotsu pork broth style ramen it serves.

Other dishes like yakitori, pan-fried gyoza dumplings and Hakata buns with ingredients wrapped in a

Chinese-style dough help to complement this quick and convenient, authentic style of Japanese dining.

WOK TO WALKAsian fast food chain that spreads worldwide, mainly in Europe, featuring a modern feel by adding Western trends to the Thai street food concept. With dishes cooked right in front of customers on raging flames, this style of cooking that fuses entertainment value with rich flavor is popular everywhere.

Tamjai Yunnan Mixian / Tamjai Samgor MixianTamjai’s Yunnan Noodle is a rice noodle very popular for its texture and spicy soup, added with wide

variety of toppings and level of spiciness. It attracts especially the young generations with its value for price.


14

Monster CurryMONSTER CURRY, as a Japanese curry shop, has been widely accepted from people in Singapore and ranked the first in the market share of Singapore. The Japanese-style chopped curry sauce is rich in flavor, and its big portion can be shared and the five spicy levels can be chosen make the MONSTER CURRY full of popularity.

PokéworksPokeworks is a leader in the North American poke (cubed raw fish) movement. Inspired by sustainable, seasonal, and natural ingredients. Pokeworks is committed to bring you healthy and superior seafood. In collaboration with celebrity U.S. Top Chef, Sheldon Simeon, Pokeworks offers an authentic taste of the Hawaiian islands through innovative dishes.


15

SONOKO“SONOKO” is a lifestyle company that provides beauty and health through oil-free, additive-free food and domestically produced beauty products that do not damage your skin, with the desire to “provide joy to our customers through safe and ethical health and beauty products”. In response to the needs for beauty, health and food safety, which are increasingly becoming important worldwide, we will develop group synergy with our know-how and expansive reach cultivated over many years to create new lifestyle concepts as well as added values.

A lifestyle brand that provides beauty and health through food

fufu“fufu” provides quality professional services at a reasonable price by specializing in hair coloring services and streamlining the business. Generally, coloring hair requires significant amount of money and time at a hair salon or even more effort to do it at home, but “fufu” has established new options in the hair color market.

Energize your day with beautiful hair

LIFESTYLE BUSINESS

16

10 M&A deals in 4 years

In 2015, we established TD Investment Co., Ltd, a wholly-owned subsidiary that makes business investments. Our subsidiary aims to create a rich restaurant culture by bringing new ideas in the restaurant market where fragmentation continues. As a group, we aim to create new businesses that we alone cannot realize by connecting ideas and people.

Established an investment subsidiary, TD Investment Co., Ltd.

We have taken a stake in an investment fund, Hargett Hunter Premiere Brands Fund I, LP (headquartered in North Carolina, USA, hereinafter referred to as HHPBF) formed by a US investment company, Hargett Hunter Capital Partners (headquartered in North Carolina, USA, hereinafter referred to as HHCP). HHCP aims to raise US$100 million in total to invest in the US restaurant market, which is the world’s largest restaurant market with a size of around 80 trillion JPY as of 2016. HHCP will explore and invest in restaurant chains and franchise companies where high growth is expected, as well as offer a variety of platforms ranging from investment branding and location development to operation improvement.

Investment in US Food Fund

May2015

WOK TO WALK(The Netherlands)

Nov.2017

ZUNDO-YA(Japan)

Jan.2017

fufu(Japan)

May2016

SONOKO(Japan)

Dec.2017

Tamjai Yunnan MixianTamjai Samgor Mixian

(Hong kong)

Aug.2018

Nov.2018

Jul.2017

BANPAIYA(Japan)

Dec.2016

SHORYU(UK)

Feb.2016

Boat Noodle(Maraysia)

Cross-Border Domestic

CORPORATE VENTURE CAPITAL

FUND INVESTMENT

Pokéworks(US)

Monster Curry(Singapore)

M&A

17

*Figures for fiscal 2014 and fiscal 2015 represents net income attributable to owners of the parent company, while International Financial Reporting Standards has been introduced from fiscal 2015.

Established in 1985.Expanded the business around “Yakitori Family Dining TORIDOLL”.

2003-Achieved the diverse food court strategy with a focus on MARUGAME SEIMEN.

2007-Expanded the MARUGAME SEIMEN brand with roadside restaurants. Started to expand into overseas.

Established the first yakitori shop “TORIDOLL SANBAN-KAN”

Opened its first MARUGAME SEIMEN restaurant

Listed shares on the Tokyo Stock Exchange (TSE) Mothers Index

Changed listing to the First Section of the TSE

Opened its first restaurants outside of Japan, in Hawaii

Opened MARUGAME SEIMEN restaurants in Thailand, China and South Korea

Opened MARUGAME SEIMEN restaurants in every prefecture in Japan, reaching 500 restaurants

Opened MARUGAME SEIMEN restaurants

in Hong Kong, Russia, Indonesia, Taiwan and Australia

Opened MARUGAME SEIMEN restaurant in Vietnam

Opened MARUGAME SEIMEN restaurant in Malaysia

Achieved 1,000 restaurants in 30 countries and regions

around the world on the Company’s 30th anniversary

Opened MARUGAME SEIMEN restaurant in the Philippines

MARUGAME SEIMEN has opened 1,000 restaurants worldwide

Aug. 1985

Nov. 2000

Feb. 2006

Dec. 2008

2011

2013

2014

2015

Jun. 2015

Aug. 2017

Mar. 2018

Operating more than 1,700 restaurants around the world

*The exchange rate as of Aug. 30, 2018.

(Billions of $)

1.4

1.2

1

0.8

0.6

0.4

0.2

Total trading transactions

Number of restaurants outside Japan

Number of restaurants in Japan

1.4billion $(145 billion JPY)

2017 20182016201520142013201220112010200920082007200620052004200320022001

629

762

847 848 849877

1985

Our beginning

2019

15 22 26 39 5687

132190

285

403

519

4

22

61102

243

334

528

1012

1103

575

HISTORY

18

The MARUGAME udon class is a handmade udon class where you can experience “freshly handmade” taste. It’s also held at kindergartens, elementary schools, and even MARUGAME SEIMEN restaurants. This class has been held more than 800 times since its inception, joined by more than 10,000 children. Filled with the smiles of the children and the seriousness of their eyes, this udon class has become an irreplaceable activity for us as well.

MARUGAME udon class

MARUGAME SEIMEN is committed to various CSR activities. For example, we donate a portion of domestic sales of our top menu item “Kama-age Udon” to cover the cost of school lunches for children in developing countries. In 2016, we constructed a school in Myanmar as a part of these initiatives.

Donating 1 yen from each bowl of Kama-age (straight-from-the-pot) Udon

We want to improve our society through food-related activities

SOCIAL INITIATIVES

19

Board of Directors

Audit and Supervisory Committee

CORPORATE GOVERNANCE STRUCTURE

OVERVIEW OF EACH ORGANIZATION

For the foreseeable future, the Company will maintain a small, seven-member Board of Directors (including three outside

directors) to ensure agility and quick decision-making regulations. The Board of Directors aims to achieve transparency in

corporate management, disclose information in a timely manner and always maximize corporate

value for stakeholders.

As a result of this resolution, the Company will grant directors who are members of the Audit and Supervisory Committee voting

rights at board meetings to further strengthen the Company’ s audit and supervisory functions as well as the corporate

governance structure.

The Company’s Board of Directors meets monthly in principle

and at other times when necessary to decide

on important business matters and to supervise the perfor-

mance of duties by the directors in accordance

with the law, Articles of Association, Board of Directors

Regulations and other company rules.

The Company’s Audit and Supervisory Committee audits

independently the duties of the directors. The Audit and

Supervisory Committee meets regularly with the president to

exchange opinions. When necessary, the committee commu-

nicates and shares information with other

directors, corporate auditors of subsidiaries (or people who

hold a similar position), the general manager of the Internal

Audit Office and the accounting auditor, to ensure the

effectiveness of its audits. This committee meets monthly in

principle and at other times when necessary to discuss

material matters in accordance with the laws, Articles of

Association, Audit and Supervisory Committee Regulations

and other company rules.

The Company has established the Internal Audit Office, which

reports directly to the president. This office carries out

reviews and assessments, from an independent position, on

the appropriateness and effectiveness of

the Company Group’s internal controls in accordance with

the Company’s management policy. Through proposals for

improvement based on these results, the Company strives to

continuously improve the soundness and efficiency of its

corporate management. The Internal Audit Office conducts

internal audits of subsidiaries when necessary in accordance

with the Internal Audit Regulations and reports the results of

these audits to the president.

Internal Audit Office


20

Risk Management StructureThe Company has established Risk Management

Regulations and the Risk Management Committee,

chaired by the president, to comprehensively identify

and evaluate risks concerning the execution of business and

to respond to these risks appropriately.

The chair of the Risk Management Committee convenes

the committee whenever risks associated with financial loss

due to changes in the management environment, violations

of the law or Articles of Association or other reasons are

detected, to ascertain the facts. The chair

then issues instructions on countermeasures and asks

the applicable business division(s) to report on the details of

the risks and the extent of the loss that might result.

The Internal Audit Office periodically audits the head office

divisions and restaurants to ensure that risks are quickly

identified and reported to the president, who is responsible

for all business operations.

General shareholders’ meeting

Selection/Retirement

Selection/Retirement

Accounting auditor(audit firm)

Instructions

Report

Cooperation/Collaboration

President Internal Audit Office

Directors(Seven directors)

Executive directors(Four directors)

Audit and Supervisory Committee(Three directors, of whom three are

outside directors)

Audit

Appointment/Dismissal




Business divisions

Report Internal audit Operating audits/Accounting audits


Instructions/Control

Executive Officer

Accountingaudits


21

BUSINESS PERFORMANCEDuring the consolidated fiscal year ended March 31, 2019, Japan’s economy has been on a moderate recovery path, supported by the improved business performance and employment situation. However, the Japanese economy is forecast to remain subdued because of the negative effect of prolonged uncertainty about the trade war between the United States and China.

The whole of the food sector in Japan is under pressure at the moment. The top three reasons are: 1) adverse effects of incremental weather conditions and earthquakes during the period, 2) rising price of raw materials and higher labor costs due to the shortage of suitable workers, and 3) fierce competition between restaurant brands in an increasingly challenging market.

In a continuing challenging economic environment, we continue to strengthen and intensify our efforts to improve profitability.

In Japan, the Group has implemented a series of measures aimed at boosting brand awareness and customer engage-ment to drive sales, including aggressive promotions and a new nationwide TV advertising campaign.

The Group continued to expand through several mergers and acquisitions within domestic and international markets. Domestically, the Group opened a number of new stores while exploring new business models to seek new market opportunities. Likewise, to reinforce the profitability of overseas operations, it also focused on expanding the number of locations.

During fiscal 2019, the Group added 27 new Marugame Seimen locations, while opening 81 stores of other brands, including a new concept Butaya Tonichi, to drive new and existing concepts to maximize revenue.

Its international expansion remains equally aggressive. While focusing on profitability, the Group opened 25 new company-owned stores and 110 franchise1 locations during the period.

By the end of fiscal 2019, the Group opened 138 stores,

including 34 franchise locations, bringing the total number of stores to 1,678 stores, including 413 franchise stores.

The Group has continued to see robust growth in fiscal 2019, recording consolidated revenue of ¥145,022 million, up 24.5% year-on-year.

However, operating profit dropped by 69.8% to ¥2,302 million, and profit before tax fell by 81.4% to ¥1,337 million, while profit for the year attributable to owners of the parent company totaled ¥267 million, down 94.3% year-on-year.　

EBITDA2 declined by 26.2% to ¥8,671 million, while adjusted EBITDA increased by 0.3% to ¥12,402 million.

MARUGAME SEIMEN Twenty-seven new restaurants, including 15 roadside locations and 12 shopping mall locations, opened under the brand during the period, while two stores were closed, and the total number of stores at the end of fiscal 2019 was 817.

Meanwhile, revenue decreased by 0.5% year-on-year to ¥89,944 million, and segment profit decreased by 11.1% year-on-year to ¥12,438 million.　

TORIDOLLTwo stores were closed, and the total number of stores at the end of fiscal 2019 was 15.

As a result, revenue decreased by 10.3% year-on-year to ¥1,829 million, and segment profit decreased by 39.3% year-on-year to ¥46 million.

(*1) All stores except those owned and operated by the Group or its subsidiaries

are referred to as “franchise restaurants.”

(*2) The Group discloses EBITDA and adjusted EBITDA, starting with the current

fiscal year under review as useful comparative information for the Group’s

performance. EBITDA excludes the effects of non-cash expenditure items (i.e.,

depreciation and amortization) from operating profit.　In addition, adjusted EBITDA

excludes the effects of impairment losses and　extraordinary expenses, including

advisory fees concerning stock acquisitions from　EBITDA.　EBITDA and adjusted

EBITDA are calculated as follows.　・EBITDA = Operating profit + Other operating expenses – Other operating income

　+ Depreciation and amortization　・Adjusted EBITDA = EBITDA + Impairment losses + Extraordinary expenses　


22

ANALYSIS OF FINANCIAL CONDITION

CASH FLOWS

AssetsTotal consolidated assets at the end of the fiscal year under review increased ¥4,621 million, compared with the end of the previous fiscal year, to ¥110,212 million. The main reason for this change was increases in cash and cash equivalents, trade and other receivables, and intangible assets and goodwill of ¥3,615 million, ¥5,398 million, and ¥32,314 million, respectively.

Liabilities / EquityTotal liabilities increased ¥43,961 million, compared with the end of the previous fiscal year, to ¥72,966 million. This change was mainly due to increases in trade and other payables and long-term loans payable of ¥34,555 million and ¥3,689 million, respectively, compared with the end of the previous fiscal year.Total equity increased ¥2,240 million, compared with the end of the previous fiscal year, to ¥37,246 million, due to an increase in retained earnings and other factors.

The consolidated balance of cash and cash equivalents (hereafter, “cash”) at the end of the fiscal year under review increased ¥3,615 million, compared with the end of the previous fiscal year, to ¥14,798 million, a year-on-year increase of 32.3%.

Cash Flow from Operating ActivitiesCash obtained from operating activities totaled ¥9,862 million, up 1.2% from the previous fiscal year. This was mainly attributable to profit before tax of ¥7,175 million and depreciation and amortization of ¥3,984 million, increase in trade and other receivables of ¥1,276 million, while income taxes paid totaled ¥2,439 million.

Cash Flow from Investing ActivitiesCash used in investing activities increased to ¥39,860 million, compared with ¥8,769 million in the previous year. This was mainly attributable to expenditures for the purchase of property, plant and equipment of ¥5,498 million, expendi-

tures for the purchase of shares of subsidiaries resulting in a change in the scope of consolidation of ¥32,418 million.

Cash Flow from Financing ActivitiesCash gained from financing activities totaled ¥35,039 million, compared with an outflow of ¥102 million in the previous year. This was mainly attributable to net increase in short-term loans payable by ¥34,579 million, proceeds from long-term loans payable of ¥8,745 million as well as expendi-tures for the repayments of long-term loans payable of ¥7,007 million, and cash dividends paid of ¥1,128 million.


23

Consolidated statements of financial position (Millions of yen)

As of March 31, 2019As of March 31, 2018

Total assets

Total non-current assets

Other non-current assets

Deferred tax assets

Other financial assets

Investments accounted for using the equity method

Intangible assets and goodwill

Property, plant and equipment

Non-current assets

Total current assets

Other current assets

Inventories

Trade and other receivables

Cash and cash equivalents 14,398

4,416

830

2,108

21,752

30,682

41,660

5,477

14,594

2,719

949

96,081

117,833

Current assets

Assets

Total liabilities

Total non-current liabilities

Other non-current liabilities

Deferred tax liabilities

Provisions

Lease obligations

Long-term loans payable

Non-current liabilities

Total current liabilities

Other current liabilities

Provisions

Income taxes payable

Lease obligations

Current portion of long-term loans payable

Short-term loans payable

Trade and other payable 9,542

64

10,310

295

278

899

4,565

25,953

48,764

3,241

2,180

2,140

552

56,878

82,830

Current liabilities

Liabilities

Total liabilities and equity

Total equity

Non-controlling interests

Total equity attributable to owners of the parent

Other components of equity

Treasury shares

Retained earnings

Capital surplus

Capital stock 4,076

4,085

28,477

(2,143)

(516)

33,979

1,024

35,003

117,833

14,798

5,766

815

1,423

22,802

29,370

39,872

4,084

12,597

1,685

1,116

88,724

111,525

9,818

34,580

5,198

325

1,886

505

3,906

56,217

10,246

3,457

1,728

2,225

182

17,838

74,056

4,031

4,064

29,347

(0)

(1,200)

36,242

1,228

37,470

111,525

Equity attributable to owners of the parent

Equity


24

Cost of sales

Gross profit

Selling, general and administrative expenses

Impairment loss

Other operating income

Other operating expenses

Operating profit

Finance income

Finance costs

Finance income (costs), net

Share of profit (loss) of investments accounted for using the equity method

Income tax expense

Profit before tax

Profit for the year

Profit for the year attributable to

Owners of the parent


Profit for the year

Earnings per share attributable to owners of the parent (yen)

Basic earnings per share

Diluted earnings per share

145,022

(39,117)

105,904

(98,634)

(3,630)

562

(1,900)

2,302

356

(415)

(59)

(907)

1,337

(1,116)

221

Total trading transactions

Consolidated statements of income (Millions of yen)

Year ended March 31, 2019


Other comprehensive income

Items that may be reclassified to profit or loss

Share of other comprehensive income of investments accounted for

Exchange differences on translating foreign operations

using the equity method

Other comprehensive income

Comprehensive income for the year

Comprehensive income for the year attributable to

Owners of the parent


116,504

(30,860)

85,644

(77,685)

(198)

335

(462)

7,635

182

(458)

(276)

(184)

7,175

(2,513)

4,663

267

(46)

221

4,665

(2)

4,663

6.22

6.19

107.44

106.66

221

800

(218)

582

802

902

(100)

4,663

(1,721)

148

(1,574)

3,089

3,019

70

Profit for the year

Consolidated statements of comprehensive income (Millions of yen)




25

Commonstock

Capitalsurplus

Retainedearnings

Treasuryshares

Exchangedifferences

ontranslating

foreignoperations

Subscriptionrights

to shares


Total TotalNon-

controllinginterests

Totalequity


35,0031,02433,979(516)378(894)(2,143)28,4774,0854,076As of March 31, 2019

——(14)(14)14Transfer to retained earningsfrom other components of equity

(3,269)(104)(3,165)6363—(2,143)(1,151)

(4)

2145Total transaction amountwith owners

(4)

(90)

(4)

—

—

(15)(1,151)Dividends (1,166)

(90)

(1,151)—

—

Share-based payment transactions

Acquisition of treasury shares

938686 93

636343 (23)(23)43

2 3

(2,165)— (2,165)(20) (2,146)

2

Issuance of new shares(exercise of subscription rights)

802— — — 635—267 635Total comprehensiveincome for the year

582635635Other comprehensive income

221267

902

(46)

635 (53)

(100)

—267Profit for the year

37,47036,242 1,228(1,200)329(1,529)(0)29,3474,0644,031As of April 1, 2018

Consolidated statements of changes in equity (Millions of yen)

Change of scope of consolidation

(Millions of yen)

Others

Commonstock

Capitalsurplus

Retainedearnings

Treasuryshares

Exchangedifferences

ontranslating

foreignoperations

Subscriptionrights

to shares


Total TotalNon-

controllinginterests

Totalequity


37,4701,22836,2421,200329(1,529)(0)29,3474,0644,031As of March 31, 2018

——(0)(0)0Transfer to retained earningsfrom other components of equity

(625)354(979)3838——(1,131)

(3)

5757Total transaction amountwith owners

(3)

374

(3)

—

—

(20)(1,128)Dividends (1,148)

374

(1,128)—

—

Share-based payment transactions 767373 76

767655 (34)(34)55

22

Issuance of new shares(exercise of subscription rights)

3,089— — — (1,646)—4,665 (1,646)Total comprehensiveincome for the year

(1,574)(1,646)(1,646)Other comprehensive income

4,6634,665

3,019

(2)

(1,646) 72

70

—4,665Profit for the year

35,00634,203 804408291117(0)25,8134,0073,975As of April 1, 2017

Change of scope of consolidation

Others


26

(Millions of yen)

Year endedMarch 31, 2019


Cash flows from operating activities1,337

5,098

3,630

(212)

348

907

351

(7)

(900)

1,978

12,529

56

(357)

(3,812)

8,416

Profit before tax

Depreciation and amortization

Impairment loss

Interest income

Interest expenses

Share of loss (profit) of investments accounted for using the equity method

Decrease (increase) in trade and other receivables

Decrease (increase) in inventories

Increase (decrease) in trade and other payables

Subtotal

Interest income received

Interest expenses paid

Income taxes paid

Net cash provided by (used in) operating activities

Cash flows from investing activities(9,032)

(358)

(1,340)

568

(302)

452

(1,102)

(2,272)

(824)

(14,210)

Purchase of property, plant and equipment

Purchase of intangible assets

Payments for lease and guarantee deposits

Proceeds from collection of lease and guarantee deposits

Payments of construction assistance fund receivables

Collection of construction assistance fund receivables

Purchase of shares of subsidiaries resulting in change in scope consolidation

Purchase of investments accounted for using the equity method

Other, net

Net cash provided by (used in) investing activities

Cash flows from financing activities(34,578)

51,358

(7,728)

(262)

(1,151)

(2,146)

41

5,534

(260)

14,798

(140)

14,398

Net increase (decrease) in short-term loans payable

Proceeds from long-term loans payable

Repayments of long-term loans payable

Repayments of lease obligations

Cash dividends paid

Purchase of treasury shares

Other, net

Net cash provided by (used in) financing activities

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of period

7,175

3,984

198

(181)

275

184

(1,276)

120

985

1,286

12,510

34

(243)

(2,439)

9,862

Other, net

(5,498)

(202)

(778)

66

(283)

465

(32,418)

(60)

(1,151)

(39,860)

34,579

8,745

(7,007)

(221)

(1,128)

—

70

35,039

5,041

11,183

(1,426)

14,798Cash and cash equivalents at end of period

Effect of exchange rate change on cash and cash equivalents

Consolidated statements of cash flows


27

COMPANY NAME

MAIN BUSINESS

MAIN BRAND

ESTABLISHMENT

CAPITAL

TOKYO HEADQUARTERS

KOBE OFFICE

BOARD MEMBERS

CORRESPONDING BANKS

NUMBER OF EMPLOYEES


Business management of group

subsidiaries mainly consisting restaurant businesses

MARUGAME SEIMEN (Sanuki Udon)

TORIDOLL (Yakitori family dining)

Fried Pork Chop・Thick-cut Sopping Pork Chop Shop — Butaya Ton-Ichi

SONOKO (Beauty and lifestyle brand)

June 11, 1990

October 28, 1995

October 1, 2016

4,100,163,000yen

*As of March 31, 2019.

SHIBUYA SOLASTA 19F, 1-21-1 Dogenzaka,

Shibuya-ku, Tokyo 150-0043, Japan

TEL: +81-3-4221-8900

FAX: +81-50-3156-0890

Nihon-Seimei Sannomiya-eki-mae Bldg. 11F, 7-1-1 Onoedori,

Chuo-ku, Kobe 651-0088, Japan

TEL: +81-78-200-3430

FAX: +81-78-200-3431

[President (CEO)]　Takaya Awata

[Executive Director (COO)]　Kimihiro Tanaka

[Executive Director (CFO)]　Hiroyuki Kobayashi

[Director (CSCO)]　Masatoshi Kamihara

[Director（Audit and Supervisory Committee Member）]　Toshiyasu Umeki

[Director（Audit and Supervisory Committee Member）]　Hiroaki Umeda

[Director（Audit and Supervisory Committee Member）]　Maki Kataoka

*As of July 1, 2019

Sumitomo Mitsui Banking Corporation

The Bank of Mitsubishi UFJ, Ltd.

Mizuho Bank, Ltd.

Number of Regular Staff 3,871(current as of March 31, 2019)

Number of Part Time Staff 13,084(current as of March 31, 2019)

*Calculated from the average number of people per month each working 8 hours a day.

TORIDOLL Ltd. established

Became incorporated as Toridoll. Corporation

Converted the corporation to a holdings company (TORIDOLL Holdings Corporation)

COMPANY OVERVIEW

28

STOCK INFORMATION

Stock Listing

Number of Shares Authorized for Issue

Tokyo Stock Exchange First Section (Code No. 3397)

115,200,000 shares

43,489,576 sharesTotal number of issued shares

Share Trading Unit 100 shares

63,059Number of shareholders

*The shareholding ratio has been calculated by deducting the treasury shares.

32.37

13.1

4.39

2.57

1.66

1.12

0.76

0.7

0.7

0.62

Takaya Awata

T&T inc.

SMBC Trust Bank Ltd. Designated Securities Trust

Japan Trustee Services Bank, Ltd. (Trust account)

Japan Master Trust Bank, Ltd. (Trust account)

Japan Trustee Services Bank, Ltd. (Trust account 5)


ARIAKEJAPAN Co., Ltd.


STATE STREET BANK WEST CLIENT-TREATY 505234

13,784,701

5,580,000

1,998,500

1,093,900

708,600

475,600

321,900

300,000

296,200

264,600

Ratio of Ownership

(%)

No. of Shares Owned (Shares)

Major Shareholders

MAJOR SHAREHOLDERS

(noninal shareholding 0.00%)

SHAREHOLDER COMPOSITION

STOCK PRICE RANGE / MONTHLY TRADING VOLUME

*As of March 31, 2019.

Total number ofissued shares43,389,576

Number ofshareholders

63,0590.40%

Other corporations

13.86%Other corporations

0.04%Financial institutions

12.95%Financial institutions

99.2%Individuals and others

66.42%Individuals and others

0.04%

Financial instrumentsbusiness operators 2.09%

noninal shareholding

1.03%

Financial instrumentsbusiness operators

0.32%

Foreigncorporations,etc.

3.65%

Foreigncorporations,etc.

2014 2015 2016 2017 2018 20194 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3

0

500

1,000

1,500

2,000

2,500

3,000

3,500

5,000,000

10,000,000

15,000,000

20,000,000

0

(Shares)

4,000

4,500(Yen)

INVESTOR INFORMATION

29


SHIBUYA SOLASTA 19F, 1-21-1 Dogenzaka,

Shibuya-ku, Tokyo 150-0043, Japan TEL:+81-3-4221-8900

Nihon-Seimei Sannomiya-eki-mae Bldg. 11F, 7-1-1 Onoedori,

Chuo-ku, Kobe 651-0088, Japan TEL:+81-78-200-3430

TOKYO HEADQUARTERS

KOBE OFFICE

Documents

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