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TORIDOLL Holdings Corporation
ANNUALREPORT2018
03 MESSAGE FROM PRESIDENT
04 FINANCIAL HIGHLIGHTS
06 GLOBAL PRESENCE
07 AFFILIATED COMPANY
08 CORPORATE STRATEGY
10 FLAGSHIP BRAND
12 OUR BRANDS IN JAPAN
14 OUR BRANDS WORLDWIDE
16 LIFESTYLE BUSINESS
17 M&A
18 HISTORY
19 SOCIAL INITIATIVES
20 CORPORATE GOVERNANCE
22 MANAGEMENT DISCUSSION & ANALYSIS
24 CONSOLIDATED FINANCIAL STATEMENTS
28 COMPANY OVERVIEW
29 INVESTOR INFORMATION
CONTENTS
02 CORPORATE PHILOSOPHY
01
From the moment we meet our customers, we strive to fulfill our customers’ satisfaction and create memorable moments that make our customers happy. In doing so, we continually challenge ourselves to reach the next level and onward to the future.
CORPORATE PHILOSOPHY
02
“Delicious” has no borders
Takaya AwataPresident & Founder
TORIDOLL Holdings Corporation
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
FINANCIAL HIGHLIGHTS Years Ended March 31, 2018.
NUMBER OF STORES
TOTAL TRADING TRANSACTIONS
116.5billion YEN
Total tradingtransactions
116.5billion YEN
Other Brands10.4 (10.3%)
MARUGAME SEIMEN90.4 (88.8%)
TONICHI3.2 (3.2%)
Overseas Brands10.4 (10.2%)
TORIDOLL2.0 (2.0%)
2017 20182016201520142013201220112010200920082007200620052004200320022001
(Stores)
1,600
1,400
1,200
1,000
800
600
400
200
0
1,540STORES
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
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.
IFRSIFRSIFRSIFRSIFRS
20182017201620152014
Payout ratio 24.720.0
PER 18.6
ROE 13.2
36.0
17.5
Equity ratio
Major indicators32.9%53.4%
(%)
19.920.532.3
18.834.139.5
18.99.15.5
51.9%42.9%34.2%
Profit for the year 4,6635,585
Operating profit 7,6358,619
Selling, general and administrative expenses (66,280) (77,685)
Gross profit 85,64475,563
Cost of sales (30,860)(26,216)
For the yearTotal trading transactions 116,504101,779
(Millions of yen)
5,2422,011978
8,7334,1752,643
(62,347)(58,605)(54,342)
71,48264,98659,411
(24,105)(22,309)(18,907)
95,58787,29478,318
(Millions of yen)
Total equity 37,24635,006
Total assets 110,21264,011
At year end
30,87225,35918,094
57,79359,01952,885
Cash dividends 26.5026.00
Per share data (Yen)
EPS 107.44129.89
BPS 788.44
24.0010.008.00
120.5648.8424.81
692.48586.10459.94 834.13
FINANCIAL HIGHLIGHTS Years Ended March 31, 2018.
05
GLOBAL PRESENCE
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)
1,045
118
75
70
47
33
59
36
22
26
16
28
Our multi-portfolio strategy to reflect diverse regional food cultures.
Opened 1,575 restaurants globally*As of July 30, 2018.
Japan
1,045STORES
28STORES
16STORES
26STORES
33STORES
22STORES
36STORES
47STORES
Hong Kong
118STORES
Other Asiacountries
59STORES
Malaysia
70STORES
China
75STORES
06
AFFILIATED COMPANY
TORIDOLL BEIJING CORPORATION
MAJU LINTAS SDN BHD
TORIDOLL HANGZHOU CORPORATION
TORIDOLL SUZHOU CORPORATION
TORIDOLL WUHAN CORPORATION
TORIDOLL CHONGQING CORPORATION
TORIDOLL CHENGDU CORPORATION
TORIDOLL SHENZHEN CORPORATION
TORIDOLL GUANGZHOU CORPORATION
Marugame noodle (iSQUARE) Co., Ltd.
Marugame (Le Fu) Co.,Ltd.
Marugame (Kang Yi) Co.,Ltd.
Marugame (HK) Limited
Marugame (Big Ben) Co.,Ltd.
Marugame (Kang Shan) Co.,Ltd.
Marugame (Kowloon East) Co.,Ltd.
Marugame face (Xi Shen) Co.,Ltd.
Marugame (Luk Yeung Galleria) Co.,Ltd.
Toridoll and Heyi Trading (Singapore) Pte. Ltd.
Toridoll and Heyi (Singapore) Pte. Ltd.
上海多泰餐饮管理有限公司
上海稻瑞多餐饮管理有限公司
Marugame (HR) Limited
NODU FOODS Co., Ltd.
TORIDOLL CAMBODIA COMPANY LIMITED
Fast Beauty
MARU P LLC
MARU A LLC
NOM NOM ENTERPRISE LLC
Wok To Walk International SL
Wok to Walk Franchise B.V.
Wok To Walk US Holdings. Inc.
WOK TO WALK US MANAGEMENT. INC.
WOK TO WALK US FRANCHISE SYSTEMS LLC
JAPANESE COFFEE LOVERS PTE. LTD.
P.T. Selera Prima Lestarindo
UTARA 5 FOOD AND BEVERAGE SDN BHD
MARUGAME UDON USA LLC
WTW PACIFIC HOLDINGS LLC
BOAT NOODLE SDN BHD
PINKIPEDIA SDN BHD
SIAM STREET CUISINE SDN BHD
NIT NOI NOODLE SDN BHD
SANKEE RESOURCES SDN BHD
MAJU LINTAS SDN BHD
7 NOKITA SDN BHD
SAKAGURA UK LTD
SHORYU HOLDINGS LTD
YKKO TORIDOLL MYANMAR Co., Ltd.
TORIDOLL HOLDING LIMITED
TORIDOLL USA CORPORATION
Crackin' Kitchen USA LLC
Balloon, Inc.
TORIDOLL ITALIA S.R.L.
TORIDOLL SINGAPORE PTE. LTD.
TORIDOLL TAIWAN CORPORATION
TORIDOLL KOREA CORPORATION
GEORGE'S CORPORATION
SONOKO Co., Ltd.
Chulala Co., Ltd.
Serendip Inc.
ASIA BEAUTY & COSMETICS GROUP LIMITED
荘能子化粧品貿易(上海)有限公司
TORIDOLL DINING CORPORATION
TORIDOLL DINING CALIFORNIA, LLC
Tokyo Table Holdings, LLC
TON-ICHI USA, LLC
Jointed-Heart Catering Holdings Limited
Jointed-Herat Limited
New Huge Corporation Limited
active source Inc.
TORIDOLL AND HEYI GROUP COMPANY LIMITED
Toridoll and Heyi Holding Limited
TORIDOLL SHANGHAI CORPORATION
07
CORPORATE STRATEGY
MID-TERM GOAL
Overseas business
New domestic business
Existing domestic business
We aim for consolidated net sales of 4.5 billion $, with 6,000 restaurants worldwide*The exchange rate as of August 10, 2018.
Sales 4.5 billion $(500 billion YEN)
1.2 billion $
1,300 restaurants
0.7 billion $
700 restaurants
2.6 billion $
4,000 restaurants
2025Present
MID TO LONG-TERM VISION
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
08
CORPORATE STRATEGY
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
09
FLAGSHIP BRAND
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
10
FLAGSHIP BRAND
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”?
11
OUR BRANDS IN JAPAN
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 ton- teki (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.
12
OUR BRANDS IN JAPAN
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.
13
OUR BRANDS WORLDWIDE
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.
14
OUR BRANDS WORLDWIDE
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.
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
9 M&A deals in 3 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)
Jul.2017
BANPAIYA(Japan)
Dec.2016
SHORYU(UK)
Feb.2016
Boat Noodle(Maraysia)
Cross-Border
Domestic
M&A
CORPORATE VENTURE CAPITAL
FUND INVESTMENT
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 1,500 restaurants around the world
*The exchange rate as of Aug. 30, 2018.
HISTORY
1billion $
(Billions of $)
1
0.8
0.6
0.4
0.2
Total trading transactions
Number of restaurants outside Japan
Number of restaurants in Japan
(116 billion JPY)
2017 20182016201520142013201220112010200920082007200620052004200320022001
629
762
847 848 849877
15 22 26 39 5687
132190
285
403
519
4
22
61102
243
334
528
1985
Our beginning
1012
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
We want to improve our society through food-related activities
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
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
performance 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
communicates 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
CORPORATE GOVERNANCE
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.
CORPORATE GOVERNANCE
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
Appointment/Dismissal
Appointment/Dismissal
Cooperation/Collaboration
Business divisions
Report Internal audit Operating audits/Accounting audits
Cooperation/Collaboration
Instructions/Control
Executive Officer
Accountingaudits
21
BUSINESS PERFORMANCE
During the consolidated fiscal year under review, Japan’s
economy experienced a gradual recovery as government
stimulus and monetary easing by the Bank of Japan
helped to improve corporate earnings and the employment
situation, which led to increase in individual consumption.
The food service industry saw a second consecutive year of
increased overall annual sales. Primary segments such as
Fast Casual and Casual Dining, saw increase in the
average customer spend due to increase in sales of
products with relatively high value, such as special and
limited-time offer items. As a result, sales have increased
for nineteen consecutive months.
Given this environment, the Group pursued a management
policy that emphasizes earnings. In Japan, the Company
worked to boost earnings by improving customer satisfac-
tion and raising visibility through proactive product
promotions and a nationwide TV ad campaign, among
other initiatives. The Company continued to actively
pursue M&As and new restaurant openings both nationally
and internationally.
Outside Japan, the Company continued with M&As and
new restaurant openings, but also closed unprofitable
ones, with an eye on markets in countries where the
Company does business, which helped to improve the
profitability of overseas businesses.
During the fiscal year under review, the Company opened
eighteen new MARUGAME SEIMEN restaurants and 126
other outlets after working to expand into new business
areas, with new business models such as BUTAYA
TONICHI.
Outside of Japan, the Company continued an aggressive
expansion, while also emphasizing profitability, by opening
121 new directly owned outlets. For franchises and other
restaurants (*1), the Company expanded operations by
opening 111 outlets.
As a result, the number of restaurants operated by the
Group at the end of the consolidated fiscal year under
review increased by 329 year on year (of which 88 were
franchise restaurants) to 1,540 restaurants (of which 379
were franchise restaurants).
Regarding the Company’s business performance during
the fiscal year under review, consolidated total trading
transactions continued to see robust growth, increasing
14.5% year on year to ¥116,504 million. Operating profit
dropped 11.4% to ¥7,635 million and profit before tax
declined 15.2% to ¥7,175 million. Profit for the year
attributable to owners of the parent company totaled
¥4,665 million, down 17.2% year on year.
Additionally, EBITDA declined 3.5% year on year to ¥11,745
million, while adjusted EBITDA declined 4.4% year on year
to ¥12,362 million (*2).
MARUGAME SEIMEN (self-serve udon restaurants)
Under the MARUGAME SEIMEN brand, we opened
eighteen new restaurants, including eleven roadside
restaurants and seven restaurants inside shopping malls.
Four restaurants were closed, bringing the total number of
restaurants in operation at the end of the fiscal year under
review to 792.
As a result, MARUGAME SEIMEN revenue increased 5.6%
year on year to ¥90,379 million, and segment profit rose
2.3% to ¥13,992 million.
TORIDOLL (yakitori family restaurants)
The TORIDOLL brand has the same number of stores as
last year, with a total of 17 restaurants in operation at the
end of the fiscal year under review.
Consequently, revenue fell 5.1% year on year to ¥2,040
million, and segment profit dropped 57.1% to ¥76 million.
MANAGEMENT DISCUSSION & ANALYSIS
(*1)
Restaurants other than those directly owned and operated by the Company or its
subsidiaries are referred to as franchise restaurants.
(*2)
The Group now 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 (depreciation and
amortization, etc.) from operating profit.
In addition, adjusted EBITDA excludes the effects of impairment losses and
extraordinary expenses (advisory fees concerning stock acquisitions, etc.) 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
BUTAYA TONICHI (a restaurant chain specializing in katsu-don (pork cutlets over rice) and tonteki (pork steak))Under the BUTAYA TONICHI brand, we opened twenty four new restaurants, including two roadside restaurants and twenty two restaurants inside shopping malls, bringing the total number of restaurants in operation at the end of the fiscal year under review to 46.As a result, BUTAYA TONICHI revenue increased 151.0% year on year to ¥3,220 million, but a segment loss of ¥209 million was realized compared with a segment loss of ¥145 million in the previous year.
Overseas Outside of Japan, 232 new restaurants were opened, including 111 franchise restaurants, while 38 restaurants were closed, including 35 franchise restaurants. This brought the consolidated number of restaurants in operation at the end of the fiscal year under review to 528,
including 365 franchise restaurants.As a result, Overseas revenue increased 78.9% year on year to ¥10,425 million, and segment profit rose 117.9% to ¥792 million.
OtherFor Other restaurants, 102 new restaurants were opened, including 12 franchise restaurants, while 5 restaurants were closed. This resulted in a consolidated total of 157 restaurants in operation at the end of the fiscal year under review, including 14 franchise restaurants.Other segment include: MARUSHOYA, NAGATA-HONJYO-KEN, Kona’s Cofee, SONOKO, ZUNDO-YA, BANPAIYA and others. As a result, Other revenue increased 50.8% year on year to ¥10,441 million, but a segment loss of ¥882 million was realized compared with a segment profit of ¥66 million in the previous year.
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, expenditures for the purchase of shares of subsidiaries resulting in a change in the scope of consoli-dation 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 expenditures for the repayments of long-term loans payable of ¥7,007 million, and cash dividends paid of ¥1,128 million.
MANAGEMENT DISCUSSION & ANALYSIS
23
Consolidated statements of financial position (Millions of yen)
As of March 31, 2018As of March 31, 2017
Total assets 110,212
Total non-current assets 87,410
Other non-current assets 1,116
Deferred tax assets
Other financial assets
1,829
Investments accounted for using the equity method
Intangible assets and goodwill
4,084
12,597
Property, plant and equipment
38,414
Non-current assets
29,370
Total current assets 22,802
Other current assets 1,423
Inventories 815
Trade and other receivables 5,766
Cash and cash equivalents 14,798
Current assets
Assets
Total liabilities 72,966
Total non-current liabilities 16,570
Other non-current liabilities 182
Deferred tax liabilities 956
Provisions 1,728
Lease obligations 3,457
Long-term loans payable 10,246
Non-current liabilities
Total current liabilities 56,396
Other current liabilities 3,906
Provisions 505
Income taxes payable 1,886
Lease obligations 325
Current portion of long-term loans payable 5,198
Short-term loans payable 34,580
Trade and other payable 9,997
Current liabilities
Liabilities
Total liabilities and equity 110,212
Total equity 37,246
Non-controlling interests 1,004
Total equity attributable to owners of the parent 36,242
Other components of equity (1,200)
Treasury shares (0)
Retained earnings 29,347
Capital surplus 4,064
Capital stock 4,031
64,011
47,305
1,236
1,629
4,061
10,307
6,100
23,972
16,706
1,242
585
3,697
11,183
29,005
12,541
119
963
1,188
3,684
6,588
16,464
2,397
424
1,340
244
5,167
24
6,867
64,011
35,006
804
34,203
408
(0)
25,813
4,007
3,975
Equity attributable to owners of the parentEquity
CONSOLIDATED FINANCIAL STATEMENTS
24
Cost of sales (30,860)
Gross profit 85,644
Selling, general and administrative expenses (77,685)
Impairment loss (198)
Other operating income 335
Other operating expenses (462)
Operating profit 7,635
Finance income 182
Finance costs (458)
Finance income (costs), net (276)
Share of profit (loss) of investments accounted for using the equity method (184)
Income tax expense (2,513)
Profit before tax 7,175
Profit for the year 4,663
Profit for the year attributable to
Owners of the parent 4,665
Non-controlling interests (2)
Profit for the year 4,663
Earnings per share attributable to owners of the parent (yen)
Basic earnings per share 107.44
Diluted earnings per share 106.66
116,504Total trading transactions
Consolidated statements of income (Millions of yen)
Year ended March 31, 2018
Year ended March 31, 2017
Other comprehensive income
Items that may be reclassified to profit or loss
(1,721)
Share of other comprehensive income of investments accounted for
Exchange differences on translating foreign operations
using the equity method 148
Other comprehensive income (1,574)
Comprehensive income for the year 3,089
Comprehensive income for the year attributable to
Owners of the parent 3,019
Non-controlling interests 70
4,663
(26,216)
75,563
(66,280)
(673)
523
(514)
8,619
177
(339)
(162)
9
(2,881)
8,466
5,585
5,631
(46)
5,585
129.89
129.29
101,779
(250)
(348)
(598)
4,987
5,086
(99)
5,585Profit for the year
Consolidated statements of comprehensive income (Millions of yen)
Year ended March 31, 2018
Year ended March 31, 2017
CONSOLIDATED FINANCIAL STATEMENTS
25
Commonstock
Capitalsurplus
Retainedearnings
Treasuryshares
Exchangedifferences
ontranslating
foreignoperations
Subscriptionrights
to shares
Other components of equity
Total TotalNon-
controllinginterests
Totalequity
Equity attributable to owners of the parent
37,2461,00436,2421,200329(1,529)(0)29,3474,0644,031As of March 31, 2018
——(0)(0)0Transfer to retained earningsfrom other components of equity
(849)130(979)3838——(1,131)
(3)
5757Total transaction amountwith owners
(3)
150
(3)
—
—
(20)(1,128)Dividends (1,148)
150
(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
Consolidated statements of changes in equity (Millions of yen)
Change of scope of consolidation
(Millions of yen)
Commonstock
Capitalsurplus
Retainedearnings
Treasuryshares
Exchangedifferences
ontranslating
foreignoperations
Subscriptionrights
to shares
Other components of equity
Total TotalNon-
controllinginterests
Totalequity
Equity attributable to owners of the parent
35,00680434,203408291117(0)25,8134,0073,975As of March 31, 2017
——(3)(3)3Transfer to retained earningsfrom other components of equity
(853)20(872)3939——(1,039)6068Total transaction amountwith owners
—
33
7(7)(7)
—
—Changes in ownership interestsin subsidiaries while retaining control
(20)(1,039)Dividends (1,059)
33
(1,039)—
—
Share-based payment transactions 797979 79
959568 (40)(40)68Issuance of new shares(exercise of subscription rights)
4,987— — — (545)—5,631 (545)Total comprehensiveincome for the year
(598)(545)(545)Other comprehensive income
5,5855,631
5,086
(46)
(545) (53)
(99)
—5,631Profit for the year
30,87229,989 883916254662(0)21,2193,9473,907As of April 1, 2016
Change of scope of consolidation
CONSOLIDATED FINANCIAL STATEMENTS
Others
26
(Millions of yen)
Year endedMarch 31, 2018
Year ended March 31, 2017
Cash flows from operating activities7,175Profit before tax
3,984Depreciation and amortization
198Impairment loss
(181)Interest income
275Interest expenses
184Share of loss (profit) of investments accounted for using the equity method
(1,276)Decrease (increase) in trade and other receivables
120Decrease (increase) in inventories
985Increase (decrease) in trade and other payables
12,510Subtotal
34Interest income received
(243)Interest expenses paid
(2,439)Income taxes paid
9,862Net cash provided by (used in) operating activities
Cash flows from investing activities(5,498)Purchase of property, plant and equipment
(202)Purchase of intangible assets
(778)Payments for lease and guarantee deposits
66Proceeds from collection of lease and guarantee deposits
(283)Payments of construction assistance fund receivables
465
Payments of loans receivable
Collection of loans receivable
Collection of construction assistance fund receivables
(32,418)Purchase of shares of subsidiaries resulting in change in scope consolidation
(60)Purchase of investments accounted for using the equity method
(136)Other, net
(39,860)Net cash provided by (used in) investing activities
Cash flows from financing activities34,579Net increase (decrease) in short-term loans payable
8,745Proceeds from long-term loans payable
(7,007)Repayments of long-term loans payable
(221)Repayments of lease obligations
(1,128)Cash dividends paid
70Other, net
35,039Net cash provided by (used in) financing activities
5,041Net increase (decrease) in cash and cash equivalents
11,183Cash and cash equivalents at beginning of period
(1,426)
14,798
8,466
3,557
673
(176)
275
(9)
(937)
83
899
479Increase (decrease) in accrued expenses
807Other, net
35
341
13,206
17
(279)
(3,200)
9,743
(3,492)
(196)
(377)
147
(1,739)
724
(658)
320
(20)
455
(2,787)
(1,812)
(686)
(8,769)
—
7,200
(5,885)
(246)
(1,039)
72
102
1,077
10,094
12
11,183Cash and cash equivalents at end of period
Effect of exchange rate change on cash and cash equivalents
Consolidated statements of cash flows
CONSOLIDATED FINANCIAL STATEMENTS
27
COMPANY OVERVIEW
COMPANY NAME
MAIN BUSINESS
MAIN BRAND
ESTABLISHMENT
CAPITAL
MAIN OFFICE
TOKYO HEADQUARTER
BOARD MEMBERS
CORRESPONDING BANKS
NUMBER OF EMPLOYEES
TORIDOLL Holdings Corporation
Business management of group
subsidiaries mainly consisting restaurant businesses
MARUGAME SEIMEN (Sanuki Udon)
TORIDOLL (Yakitori family dining)
MARUSHOYA (Handmade soy sauce ramen)
NAGATA-HONJYO-KEN (Yakisoba specialty shop)
SONOKO (Beauty and lifestyle brand)
June 11, 1990
October 28, 1995
October 1, 2016
4,057,346,000 JPY
*As of March 31, 2018.
11F, Nihon-Seimei Sannomiya-eki-mae Bldg.,
1-1 Onoedori 7-Chome, Chuo-ku, Kobe 651-0088, JAPAN
TEL: +81-78-200-3430
FAX: +81-78-200-3431
22F, Gate City Osaki West Tower,
11-1 Osaki 1-Chome, Shinagawa-ku, Tokyo 141-0032, JAPAN
TEL: +81-3-5436-7600
FAX: +81-3-3494-7067
President and Representative Director: Takaya Awata
Senior Managing Director: Kimihiro Tanaka
Managing Director: Hiroyuki Kobayashi
Director: 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 June 29, 2018.
Sumitomo Mitsui Banking Corporation
Mizuho Bank, Ltd.
MUFG Bank, Ltd. and others
Number of Full-time Staff: 3,811
Number of Part-Time Staff: 12,690
*Calculated from the average number of people per month each working 8 hours a day.
*The number of employees does not include transfer staff sent by this Enterprise Group.
*The average annual employment of temporary employees shall be calculated based on the average
monthly number of employees which has been converted from 8 hours of work per day.
*Temporary staff shall include the part-time staffs but does not include dispatched staff.
*Current as of March. 31, 2018.
TORIDOLL Ltd. established
Became incorporated as Toridoll. Corporation
Converted the corporation to a holdings company (TORIDOLL Holdings Corporation)
28
INVESTOR INFORMATION
Stock Listing
Number of Shares Authorized for Issue
Tokyo Stock Exchange First Section (Code No. 3397)
115,200,000 shares
43,448,845 sharesTotal number of issued shares
Share Trading Unit 100 shares
27,906Number of shareholders
STOCK INFORMATION
*The shareholding ratio has been calculated by deducting the treasury shares.
31.72Takaya Awata
12.84T&T ina a c.
4.59Japan Trustee Services Bank, Ltd. (Trust account)
4.29SMBC Trust Bank Ltd. Designated Securities Trust
3.37Japan Master Trust Bank, Ltd. (Trust account)
1.84STATE STREET LONDON CARE OF STATE STREET BANK AND TRUST,BOSTON SSBTC A/C UK LONDON BRANCH CLIENTS-UNITED KINGDOM
1.27Japan Trustee Services Bank, Ltd. (Trust account 9)
1.06Japan Trustee Services Bank, Ltd. (Trust account 5)
1.01STATE STREET BANK AND TRUST CLIENT OMNIBUS ACCOUNT OM02 505002
0.98
13,783,242
5,580,000
1,998,500
1,868,000
1,465,400
800,000
554,900
463,600
442,400
428,100STANDARD LIFE ASSURANCE LIMITED- PENSION FUNDS
Ratio of Ownership
(%)
No. of Shares Owned (Shares)
Major Shareholders
MAJOR SHAREHOLDERS
Individualsand others
98.59%
Foreigncorporations, etc.
0.71% Number ofshareholders
27,906
Other corporations
0.46%Financial institutions
0.12%Financial instrumentsbusiness operators
0.12%
(Treasury shares 0.00%)
Individuals andothers
46.97%
Financial instrumentsbusiness operators
0.85%
Financial institutions
18.55%
Other corporations
13.73%
Foreigncorporations, etc.
19.90%Number of
shares43,448,845
(Treasury shares 0.00%)
SHAREHOLDER COMPOSITION
STOCK PRICE RANGE / MONTHLY TRADING VOLUME
0
500
1,000
1,500
2,000
2,500
3,000
3,500
20134 5 6 7 8 9 10 11 12
20141 2 3 4 5 6 7 8 9 10 11 12
20151 2 3 4 5 6 7 8 9 10 11 12
20161 2 3 4 5 6 7 8 9 10 11 12
201820171 2 3 4 5 6 7 8 9 10 11 12 1 2 3
5,000,000
10,000.000
15,000,000
20,000,000
0
(Shares)
4,000
4,500(Yen)
*As of March 31, 2018.
29
11F, Nihon-Seimei Sannomiya-eki-mae Bldg.,
1-1 Onoedori 7-Chome, Chuo-ku, Kobe 651-0088, JAPAN
22F, Gate City Osaki West Tower,
11-1 Osaki 1-Chome, Shinagawa-ku, Tokyo 141-0032, JAPAN
MAIN OFFICE
TOKYO HEADQUARTER
TORIDOLL Holdings Corporation
