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Consolidated Financial Results (Japanese Accounting Standards) for the Third Quarter Ended 30 June 2018

31 July 2018 Company Name BEENOS Inc. Stock Exchange Listing Tokyo Stock Code 3328 URL http://www.beenos.com Representative President and Group CEO Shota Naoi

Contact Executive Officer Hisanori Matsuda (TEL) 03-5739-3350 Scheduled filing date of the Annual

Securities Report 10 Aug 2018

Scheduled date of commencement

of dividend payment ―

Supplementary documents for quarterly results： Yes

Quarterly results briefing： Yes (for Analysts)

(Amounts rounded down to the nearest million yen) (百万円未満切捨て)

１．Consolidated Financial Results for the Third Quarter Ended 30 June 2018

(1 October 2017 – 30 June 2018)

（１）Consolidated Results of Operations (Accumulated Total) (％ show year-on-year changes)

Net sales Operating income Ordinary income Net income

Million yen ％ Million yen ％ Million yen ％ Million yen ％

3Q FY2018 16,796 10.9 920 83.7 1,104 98.1 497 154.2

3Q FY2017 15,146 4.7 501 △55.9 557 △52.1 195 △76.4

(Note) Comprehensive

Income 3Q FY2018 527 Mil. yen ( △1.7 ％) 3Q FY2017 536 Mil. yen ( 8.2 ％)

Net income per share

(basic) Net income per share

(diluted)

Yen Yen

3Q FY2018 40.76 ―

3Q FY2017 15.98 15.96

（２）Consolidated Financial Position

Total assets Net assets Equity ratio Net assets per share

Million yen Million yen ％ Yen

3Q FY2018 15,668 9,486 50.8 652.02

FY2017 14,749 9,240 53.2 638.13

(Reference) Shareholders’

equity 3Q FY2018 7,956 Million yen FY2017 7,845 Million yen

２．Dividends

Dividend per share

End of 1Q End of 2Q End of 3Q Year-end Total

Yen Yen Yen Yen Yen

FY2017 ― 5.00 ― 13.00 18.00

FY2018 ― 0.00 ―

FY2018(Forecast) 13.00 13.00

(Note) Revisions to dividend forecasts published most recently: None

(Note) 1. The dividend resources for FY2017 include capital surplus. See the “Breakdown of the Dividend for Capital

Surplus as Dividend Resources” section listed hereafter

2. Breakdown of the FY2017 2Q dividend forecast: 5.00 yen Commemorative Dividend

３．Consolidated Forecast for the Fiscal Year Ending 30 September 2018 (1 October 2017 – 30

September 2018)

No forecasts have been made for the consolidated FY2018. For more information, please refer to “1. Qualitative Information for this Quarter’s Results (3) Outlook for FY2018” on page 4.

This is a translation of the original Japanese release. The Japanese text shall prevail in case of any variance between this version and the Japanese text.

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※ Notes

（１）Changes of important subsidiaries during period ：

New companies: －(Company name: －) Excluded companies: －(Company name: －)

（２）Any special accounting processes made in making the quarterly financial statement: None

（３）Changes in accounting policies and changes or restatement of accounting estimates

① Changes in accounting policies caused by revision of

accounting standards ： Yes

② Changes in accounting policies other than ① ： None

③ Changes in accounting estimates ： None

④ Restatement ： None

（４）Number of shares outstanding (common shares)

① Number of shares outstanding at the end of

period (including treasury shares) 3Q FY2018

12,332,600

shares

FY2017

12,332,600

shares

② Number of treasury shares at end of period 3Q FY2018 129,678 shares FY2017 37,718 shares

③ Average number of shares outstanding

during the term 3Q FY2018

12,215,334

shares

3Q FY2017

12,259,841

shares

※ Status of a quarterly review

This financial summary does not need to undergo an audit.

※ Explanations and other special notes concerning the appropriate use of business performance forecasts

The forward-looking statements such as result forecasts included in this document are based on the information

available to the Company at the time of the announcement and on certain assumptions considered reasonable, and

the Company makes no representations as to their achievability. Actual results may differ materially from the forecast

depending on a range of factors.

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Breakdown of the Dividend for Capital Surplus as Dividend Resources

The breakdown of the dividend for capital surplus as dividend resources for FY 2017 end of second

quarter is as follows:

Reference date End of Second Quarter Total

Dividends per share 5.00 Yen 5.00 Yen

Total amount of dividends 61 Million yen 61 Million yen

(Note) Capital diminution rate 0.009

The breakdown of the dividend for capital surplus as dividend resources for FY 2017 is as follows:

Reference date Year-end Total

Dividends per share 13.00 Yen 13.00 Yen

Total amount of dividends 159 Million yen 159 Million yen

(Note) Capital diminution rate 0.023

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○Table of Contents

１．Qualitative Information for this Fiscal Year’s Results …………………………………… 5

（１）Business Performance Report …………………………………………………………… 5

（２）Financial Status Report …………………………………………………………………… 7

（４）Outlook for FY2018 ………………………………………………………………………… 7

２．Quarterly Financial Statements and Major Notes……………………………………………… 8

（１）Quarterly Consolidated Balance Sheet 8

（２）Quarterly Consolidated Profit & Loss Statement and

Quarterly Consolidated Statement of Comprehensive Income 10

Quarterly Consolidated Profit & Loss Statement

Consolidated Cumulative 3rd Quarter 10

Quarterly Consolidated Statement of Comprehensive Income

Consolidated Cumulative 3rd Quarter 11

（３）Notes on Consolidated Financial Statement……………………………………………… 13

（Notes regarding the premise of on-going concerns） ………………………………… 13

（Notes regarding significant changes in the amount of shareholder’s equity）…… 13

（Account policy changes） ………………………………………………………………… 13

（Segment Information） …………………………………………………………………… 13

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１．Qualitative Information for this Quarter’s Results

（１）Business Performance Report

The BEENOS Group aims to become the “Global Platform Frontier” by breaking new ground in IT and internet

based markets and businesses. This year’s focus is to expand our current businesses while proactively discovering

new business opportunities within the following topics: “Vertical Architecture,” “Product Arbitrage” and “Cross

Border BtoB.”

As a result, the 3rd quarter consolidated net sales were 16,796 Million JPY (+10.9% from 3Q FY2017), the

operating income was 920 Million JPY (+83.7% from 3Q FY2017), the ordinary income was 1,104 Million JPY

(+98.1% from 3Q FY2017) and the net profit attributable to owners of the parent company was 497 Million JPY

(+154.2% from 3Q FY2017).

The consolidated GMV for the 3rd quarter was 34.5 Billion JPY (forecast for FY2018 is 43 Billion JPY).

The achievements of each business segment are as follows.

① E-Commerce Business

The Cross Border Business’s Overseas Forwarding and Proxy Purchasing Business (From Japan) has

increased its GMV by collaborating with domestic EC stores and foreign web media outlets. It has also taken

measures to increase user satisfaction by implementing chat-based customer service and releasing a mobile app

which subsequently led to an increase in net sales. Furthermore, measures to increase revenue such as the

decentration of warehouses and customer support offices led to an increase operating income.

The Global Shopping Business (To Japan) released its fixed shipping module, strengthened its SEO measures

and fortified its affiliation with media outlets to gather new users which led to an increase in net sales.

As a result, the consolidated net sales were 3,430 Million JPY (+10.0% from 3Q FY2017) and the operating

income was 523 Million JPY (+4.2% from 3Q FY2017).

The Value Cycle Business’s Apparel Reuse Business on the vending side continued with its proactive

advertising strategy, released an official mobile app and started a small package delivery kit to increase the

amount of purchases. Promotions to target higher valued items increased the unit price for buy backs.

On the vending side, it has focused on its more profitable in-house sales channel “Brandear Auction” and

released an official E-Commerce app “Brandear Market” where users can purchase items with a set price which

makes the purchasing process easier for users.

The Liquor Mediation Business, Teikokushuhan Co. Ltd., was acquired by BEENOS as of 1 March 2018

(included in BEENOS consolidated records as of the end of March 2018). It has made efforts in reforming its

marketing strategy, improving its gross profit margin by designating categories to focus on and reorganizing its

management structure to increase profit margins. Its net sales and operating income are included starting this

3rd quarter.

As a result, the consolidated net sales were 9,273 Million JPY (+15.6% from 3Q FY2017) and the operating

income was 320 Million JPY (+13.8% from 3Q FY2017).

The Producing and Licensing Business of the Retailing and Licensing Business has increased its inventory of

items on its EC site in its Entertainment Business to meet the demands of fans who want products prior to

events and to those who are unable to attend event venues. As a result, net sales increased which led to a

greater profit margin. It has also conducted collaboration projects with the artist it holds a master license with,

and its interior goods company, SWATi inc., has made efforts in increasing its brand awareness and product

lineup by investing in the development of new products and opening a new store.

As released on 1 November 2017, netprice, Ltd. shares have been transferred and has been removed from

BEENOS consolidated records as of 1 December.

As a result, the consolidated net sales were 3,409 Million JPY (-14.5% from 3Q FY2017) and the operating

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income was 68 Million JPY (-9.4% from 3Q FY2017).

For the E-Commerce Business in 3Q FY2018, the consolidated net sales were 16,114 Million JPY (+6.5% from

3Q FY2017) and the operating income was 912 Million JPY (+6.1% from 3Q FY2017).

② Incubation Business

The Incubation Business has continued to invest in businesses in general online marketplaces and online

payments in prominent emerging countries as well as startups in Japan focusing on the inbound consumer

market.

As for current investments, we have booked sales from operating investment securities in 3Q FY2018. We

continue to collect the profits from current businesses that are growing while evaluating our operational

investment securities on a quarterly basis and list any appraisal losses as cost of sales.

As released in the “Notification of Profit on Sales of Operational Investment Securities” on 11 July 2018, it is

scheduled to record 513 Million JPY in net sales and 462 Million JPY in operating income in the 4th quarter from

the sales of investment securities of dely, Inc.

The Start-up Business sector founded BeeCruise Inc., a subsidiary specializing in the development of new

businesses to serve as a catalyst for the growth of existing subsidiaries.

As a result, the consolidated net sales were 682 Million JPY (net sales in 3Q FY2017 was 18 Million JPY) and

the operating income was 376 Million JPY (the operating loss for 3Q FY2017 was 82 Million JPY).

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（２）Financial Status Report

①Financial Status Analysis

（ⅰ）Assets

The total assets for the 3rd quarter consolidated accounting period was 15,668 Million JPY which is an increase

of 918 Million JPY from the previous end of the consolidated fiscal year.

The breakdown of the funds is the following: Total current assets are at 13,473 Million JPY which is a 459

Million JPY increase from the end of FY2017. Increasing factors include 532 Million JPY in Products, 480 Million

JPY in Notes and Accounts Receivable-trade and 426 Million JPY in Operational Investment Securities.

Decreasing factors include 1,179 Million JPY in Cash and Deposit.

Furthermore, the total fixed assets increased to 2,195 Million JPY which is a 459 Million JPY increase from the

previous end of the consolidated fiscal year. Increasing factors include 326 Million JPY in Goodwill, 120 Million

JPY in Investment Securities and 108 Million JPY in Buildings and Structures. Decreasing factors is a 68 Million

JPY decrease in Deferred Tax Assets.

（ⅱ）Liabilities

The total liabilities for the 3rd quarter consolidated accounting period was 6,182 Million JPY which is an increase

of 672 Million JPY from the previous end of the consolidated fiscal year.

The breakdown of the funds is the following: Total current liabilities are at 5,966 Million JPY which is a 711

Million JPY increase from the previous end of the consolidated fiscal year. Increasing factors include 966 Million

JPY in Accounts Payable – Other and 508 Million JPY in Short-term Loans Payable. Decreasing factors include

544 Million JPY in Advances Received, 139 Million JPY in Deposits Received and 128 Million JPY in Income Taxes

Payable.

Furthermore, the total fixed liabilities fell to 215 Million JPY which is a 38 Million JPY increase from the

previous end of the consolidated fiscal year. The main factors include 24 Million JPY increase in Asset Retirement

Obligation and 61 Million JPY decrease in Long-term Loans Payable.

（ⅲ）Net Assets

The total liabilities for the 3rd quarter consolidated accounting period was 9,486 Million JPY which is an increase

of 245 Million JPY from the previous end of the consolidated fiscal year. Increasing factors include 497 Million

JPY in Retained Earnings and 125 Million JPY in Non-controlling Interests. Decreasing factors include 184

Million JPY in Capital Surplus and 133 Million JPY in Repurchase of Treasury Stock.

（3）Outlook for FY2018

We are foregoing the disclosure of a forecast for FY2018 as we have determined that it is not logical to forecast

the timing and amount of sales of operational investment securities in the Incubation Business. Furthermore, we

have plans to strongly invest in our new business but since we need to be flexible regarding the timing and amount

we plan to invest, it is difficult to forecast.

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２．Quarterly Consolidated Financial Statements and Major Notes

（１）Quarterly Consolidated Balance Sheet

(Unit：1,000 JPY)

Year-end FY2017

(30 September 2017) Quarter-end 3Q FY2018

(30 June 2018)

Asset Section

Current Assets

Cash and Deposits 6,542,131 5,362,202

Notes and Accounts Receivable 841,345 1,321,534

Operational Investment Securities 2,568,278 2,994,737

Products 1,109,251 1,642,038

Accounts Receivable 1,178,062 1,195,924

Deferred Tax Assets 143,967 104,895

Others 648,000 873,647

Allowance for Doubtful Accounts △17,094 △21,385

Total Current Assets 13,013,942 13,473,595

Fixed Assets

Tangible Assets

Buildings and Structures 404,897 524,875

Accumulated Depreciation △184,664 △195,934

Buildings and Structure（Net Base） 220,232 328,941

Vehicles － 9,436

Accumulated Depreciation － △6,888

Vehicles（Net Base） － 2,548

Tools, Materials and Supplies 134,432 159,860

Accumulated Depreciation △100,754 △105,863

Tools, Materials and Supplies（Net Base）

33,677 53,996

Total Tangible Assets 253,910 385,486

Intangible Assets

Goodwill 92,971 419,685

Others 161,066 153,516

Total Intangible Assets 254,037 573,202

Investments etc.

Investment Securities 667,083 787,835

Deferred Tax Assets 80,915 12,280

Others 479,824 436,208

Total Investments etc. 1,227,824 1,236,324

Total Fixed Assets 1,735,772 2,195,013

Total Assets 14,749,714 15,668,608

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(Unit：1,000 JPY)

Year-end FY2017

(30 September 2017) Quarter-end 3Q FY2018

(30 June 2018)

Liabilities Section

Current Liabilities

Notes and Account Payable – Trade 440,379 427,805

Short-term Loans 1,118,645 1,626,650

Current Portion of Long-term Loans 29,040 8,880

Accounts Payable – Other 1,654,134 2,621,042

Deposit Received 825,046 685,268

Income Taxes Payable 313,325 185,117

Deferred Tax Liabilities 2,266 16,539

Others 872,545 395,335

Total Current Liabilities 5,255,384 5,966,640

Fixed Liabilities

Long-term Loans 82,942 21,600

Assets Retirement Obligation 163,423 188,005

Deferred Tax Liabilities 877 6,327

Others 6,983 －

Total Fixed Liabilities 254,227 215,933

Total Liabilities 5,509,611 6,182,573

Net Assets Section

Shareholder’s Equity

Capital Stock 2,775,840 2,775,840

Capital Surplus 2,892,687 2,708,577

Earned Surplus 1,966,473 2,464,405

Common Stock for Treasury △53,767 △187,303

Total Shareholder’s Equity 7,581,233 7,761,519

Accumulated Other Comprehensive Income

Valuation Difference on Other Securities 34,689 △11,304

Foreign Currency Translation Adjustments 229,793 206,279

Total Accumulated Other Comprehensive Income

264,482 194,975

Equity Warrants 5,256 15,043

Non-controlling Shareholder’s Equity 1,389,130 1,514,495

Total Net Assets 9,240,103 9,486,034

Total Liabilities 14,749,714 15,668,608

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（２）Quarterly Consolidated Profit and Loss Statement and Quarterly Consolidated Statement of Comprehensive

Income

Quarterly Consolidated Profit and Loss Statement

Consolidated Cumulating 3rd Quarter

(Unit：1,000 JPY)

3Q FY2017 (1 October 2018 – 30 June 2018)

3Q FY2018 (1 October 2017 – 30 June 2018)

Net Sales 15,146,874 16,796,196

Cost of Sales 7,256,913 7,947,136

Gross Profit 7,889,960 8,849,059

Selling, General and Administrative Expenses 7,388,936 7,928,724

Operating Income 501,023 920,335

Non-operating Income

Interest Income 97 277

Equity in Earnings of Affiliate 27,235 22,521

Gain on Investments in Partnership 38,618 140,404

Subsidy Income － 28,748

Gain on Bad Debts Recovered 1,149 －

Others 9,450 23,477

Total Non-operating Income 76,551 215,428

Non-operating Expenses

Interest Expenses 8,798 11,325

Exchange Loss 10,485 13,874

Commission Expenses － 5,019

Others 1,021 1,450

Total Non-operating Expenses 20,306 31,670

Ordinary Income 557,268 1,104,093

Extraordinary Income

Gain on Sales of Subsidiary － 24,187

Total Extraordinary Income － 24,187

Quarterly Income before Income Taxes 557,268 1,128,280

Income Taxes – Current 180,336 401,690

Income Taxes – Deferred 97,676 129,601

Total Income Taxes 278,012 531,291

Quarterly Net Income 279,256 596,989

Quarterly Income Attributable to Non-controlling Shareholders

83,403 99,057

Quarterly Income Attributable to Shareholders of Parent Company

195,852 497,932

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Quarterly Consolidated Statement of Comprehensive Income

Consolidated Cumulative 3rd Quarter

(Unit：1,000 JPY)

3Q FY2017 (1 October 2016 – 30 June 2017)

3Q FY2018 (1 October 2017 – 30 June 2018)

Quarterly Net Income 279,256 596,989

Other Cumulative Income

Valuation Difference on Other Securities 76,019 △45,762

Foreign Currency Translation Adjustments 170,931 △22,005

Share of Other Comprehensive Income of Associates Accounted for Using Equity Method

10,218 △1,739

Total Other Cumulative Income 257,170 △69,507

Quarterly Comprehensive Income 536,426 527,481

（Breakdown）

Quarterly Comprehensive Income Attributable to Shareholders of Parent Company

453,022 428,424

Quarterly Comprehensive Income Attributable

to Non-controlling Shareholders 83,403 99,057

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（３）Notes on Quarterly Consolidated Financial Statements

（Notes regarding the premise of on-going concerns）

Not Applicable

（Notes regarding significant changes in the amount of shareholder’s equity）

Not Applicable

（Account policy changes）

“Practical Solution on Transactions Granting Employees and Others Stock Acquisition Rights, which Involve

Considerations, with Vesting Conditions” (PITF No.36, 12 January 2018. Hereinafter referred to as “PITF No.36)

is applied from 1 April 2018 and the accounting processes in compliance with “Accounting Standard for Share-

based Payment” (ASBJ Statement No.8, 27 December 2015） are implemented on transactions granting

employees and others stock acquisition rights.

Provided, however, PITF No.36 is applied in accordance with the transitional treatment stipulated in PITF No.36

10(3) and the former accounting processes are applied continuously for transactions granting employees and

others stock acquisition rights that were implemented before the commencement of PTIF No. 36.

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（Segment Information, etc.）

【Segment Information】

Ⅰ Previous Consolidated Cumulative 3rd Quarter（1 October 2016 – 30 June 2017）

１．Information regarding net sales and profit or loss by reporting segment

(Unit：1,000 JPY)

Reporting Segment

Adjustments （Note）1

Reported Amount on Quarterly

Consolidated Profit &

Loss Statement （Note）２

E-Commerce Business

Incubation Business

Total Cross

Border Value Cycle

Retailing and

Licensing Subtotal

Net Sales

Sales to Customers

3,120,424 8,022,970 3,985,161 15,128,555 18,318 15,146,874 － 15,146,874

Internal Sales or Transfers between Segments

－ － 873 873 － 873 △873 －

Total 3,120,424 8,022,970 3,986,034 15,129,429 18,318 15,147,748 △873 15,146,874

Segment Earnings（△: Loss）

502,083 281,819 75,992 859,896 △82,364 777,531 △276,507 501,023

(Note) １．The segment earnings or loss adjustment of △276 Million JPY includes the deletion of inter-segment

transactions of △51 Million JPY, company-wide revenue of 261 Million JPY, that is not distributed to

each reporting segment, and company-wide cost of △485 Million JPY. Company-wide revenues are

mainly the Company’s received commission from each subsidiary. Company-wide costs are mainly the

Company’s administrative costs toward the subsidiaries.

２．Segment Earnings are adjusted in the operating income of the Quarterly Consolidated Profit & Loss

Statement.

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Ⅱ Current Consolidated Cumulative 3rd Quarter（1 October 2017 – 30 June 2018）

１．Information regarding net sales and profit or loss by reporting segment

(Unit：1,000 JPY)

Reporting Segment

Adjustments （Note）1

Reported Amount on Quarterly

Consolidated Profit &

Loss Statement （Note）２

E-Commerce Business

Incubation Business

Total Cross

Border Value Cycle

Retailing and

Licensing Subtotal

Net Sales

Sales to Customers

3,430,532 9,273,512 3,409,377 16,113,422 682,088 16,795,511 685 16,796,196

Internal Sales or Transfers between Segments

222 － 515 738 － 738 △738 －

Total 3,430,755 9,273,512 3,409,893 16,114,160 682,088 16,796,249 △52 16,796,196

Segment Earnings（△: Loss）

523,033 320,801 68,825 912,660 376,693 1,289,353 △369,018 920,335

(Note) １．The segment earnings or loss adjustment of △369 Million JPY includes the deletion of inter-segment

transactions of △170 Million JPY, company-wide revenue of 378 Million JPY, that is not distributed to

each reporting segment, and company-wide cost of △577 Million JPY. Company-wide revenues are

mainly the Company’s received commission from each subsidiary. Company-wide costs are mainly the

Company’s administrative costs toward the subsidiaries.

２．Segment Earnings are adjusted in the operating income of the Quarterly Consolidated Profit & Loss

Statement.