スパイダープラス（4192） – (Correction and Numerical Data Correction) Notice of Partial Revision of “Financial Results for Q1.2022.12”

Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. May 16, 2022 Company name: SpiderPlus & Co. Representative: Kenji Ito, CEO and Representative Director (Securities code:4192 TSE Growth Market) Contact: Yutaka Fujiwara Director, Executive Officer, and CFO (TEL. +81-3-6709-2834) (Correction and Numerical Data Correction) Notice of Partial Revision of “Non-Consolidated Financial Results for the Three Months Ended March 31, 2022(under Japanese GAAP)” The following errors were found in the “Non-Consolidated Financial Results for the Three Months Ended March 31, 2022 (under Japanese GAAP)” disclosed on May 13, 2022. The corrected portion is the underlined portion. “Forecasts for the fiscal year ending Dec. 31.2022” have not been revised from that announced on Feb. 10, 2022. 3. Forecast of financial results for the fiscal year ending December 31, 2022 (from January 1, 2022 to December 31, 2022) Net sales Operating income Ordinary income Net income Millions of yen % Millions of yen % Millions of yen % Millions of yen Full year 2,266 2.7 (1,189) – (1,219) – (1,094) Note: Revisions to the earnings forecast most recently announced: None (Percentage indicates year-on-year changes.) Basic earnings per share % – Yen – 3. Forecast of financial results for the fiscal year ending December 31, 2022 (from January 1, 2022 to December 31, 2022) (Percentage indicates year-on-year changes.) Net sales Operating income Ordinary income Net income Millions of yen % Millions of yen % Millions of yen % Millions of yen Full year 2,668 20.9 (1,189) – (1,219) – (1,094) Note: Revisions to the earnings forecast most recently announced: None Basic earnings per share % – Yen – End. Translation Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. Non-Consolidated Financial Results for the Three Months Ended March 31, 2022 (under Japanese GAAP) Listing: URL: Company name: SpiderPlus & Co. Securities code: Representative: Kenji Ito, CEO and Representative Director Contact: Phone: Scheduled date to file Quarterly Securities Report (Shihanki Hokokusho): May 13, 2022 Scheduled date to commence payment of dividends: Preparation of supplementary briefing material on quarterly financial results: Yes Holding of quarterly financial results briefing: Yes Yutaka Fujiwara, Director, Executive Officer and CFO +81-3-6709-2834 Tokyo Stock Exchange http://en.spiderplus.co.jp/ 4192 – May 13, 2022 1. Financial results for the three months ended March 31, 2022 (from January 1, 2022 to March 31, 2022) (1) Operating results (Percentage indicates year-on-year changes.) (Note) Amounts less than one million yen have been omitted. Net sales Operating income (loss) Ordinary income (loss) Net income (loss) Three months ended March 31, 2022 March 31, 2021 Millions of yen Millions of yen 568 549 % 3.5 – (211) (138) % – – Millions of yen (215) (182) % – – Millions of yen (86) (184) % – – Basic earnings (loss) per share Diluted earnings per share Three months ended March 31, 2022 March 31, 2021 Yen (2.58) (6.42) Yen – – Notes: 1. As the quarterly financial statements were prepared starting from the third quarter of the fiscal year ended December 31, 2020, the year-on-year changes for the three months ended March 31, 2021 are not presented. 2. The amounts of diluted earnings per share for the three months ended March 31, 2021 and 2022 are not stated although the Company has potential shares. This is because the Company recorded basic loss per share for both of the periods. (2) Financial position As of March 31, 2022 December 31, 2021 Reference: Equity (Shareholders’ equity): 2. Dividends As of March 31, 2022: 4,555 million yen Total assets Total net assets Equity ratio Millions of yen 5,368 5,426 Millions of yen 4,555 4,622 % 84.8 85.2 As of December 31, 2021: 4,621 million yen First quarter-end Second quarter-end Annual dividend per share Third quarter-end Fiscal year-end Total Fiscal year ended December 31, 2021 Fiscal year ending December 31, 2022 Fiscal year ending December 31, 2022 (forecast) Yen – – Note: Revisions to the dividend forecast most recently announced: None Yen 0.00 0.00 Yen – – Yen 0.00 0.00 Yen 0.00 0.00 [Notes] 3. Forecast of financial results for the fiscal year ending December 31, 2022 (from January 1, 2022 to December 31, 2022) Net sales Operating income Ordinary income (Percentage indicates year-on-year changes.) Basic earnings per share Net income Millions of yen % Millions of yen (1,189) % Millions of yen (1,219) – % Millions of yen (1,094) – % – Yen – Full year Note: Revisions to the earnings forecast most recently announced: None 2,668 20.9 (1) Application of accounting treatment specific to the preparation of quarterly financial statements: Yes (2) Changes in accounting policies, changes in accounting estimates and restatements of prior period financial statements (i) Changes in accounting policies due to application of new or revised accounting standards: Yes (ii) Changes in accounting policies due to reasons other than (i) above: (iii) Changes in accounting estimates: (iv) Restatements of prior period financial statements: None None None (3) Number of shares issued (common shares) (i) Number of shares issued (including treasury shares) As of March 31, 2022: As of December 31, 2021: (ii) Number of treasury shares As of March 31, 2022: As of December 31, 2021: 33,544,000 shares 33,410,900 shares 71 shares 71 shares (iii) Average number of shares outstanding during the period Three months ended March 31, 2022: 33,435,247 shares Three months ended March 31, 2021: 28,695,433 shares or an audit firm. * [Proper use of earning forecasts, and other special notes] * This quarterly financial results report is not subject to quarterly review procedures to be performed by certified public accountants The forward-looking statements including earnings forecast contained in this document are based on information currently available to us and certain assumptions that we believe are reasonable. Accordingly, we can give no assurance that such statements will prove to be correct. Actual results may differ significantly from the results anticipated in these forward-looking statements due to a variety of factors. Contents of Attached Materials 1. Qualitative Information on Quarterly Financial Results ···················································································· 2 (1) Explanation of operating results ··········································································································· 2 (2) Explanation of financial position ·········································································································· 3 (3) Forward-looking information including earnings forecast ············································································· 3 2. Quarterly Financial Statements and Major Notes ···························································································· 4 (1) Quarterly balance sheets ···················································································································· 4 (2) Quarterly statements of income ··········································································································· 6 (3) Notes to quarterly financial statements ··································································································· 7 Going concern assumption ················································································································· 7 Significant changes in shareholders’ equity ····························································································· 7 Application of accounting treatment specific to the preparation of quarterly financial statements ······························ 7 Changes in accounting policies ··········································································································· 7 Business combinations, etc. ················································································································ 8 – 1 – 1. Qualitative Information on Quarterly Financial Results (1) Explanation of operating results The forward-looking statements in this document are based on the judgement that the Company made as of March 31, 2022. Since its inception, SpiderPlus & Co. had operated the engineering business, primarily in thermal insulation work. The Company, however, transferred the business to Armacell Japan K.K. on January 4, 2022. As a result, the Company has been operating the ICT business under a single business segment since the beginning of the first quarter ended March 31, 2022. With a mission to create more “fun” to work, the Company operates the ICT business focused on the development and sale of SPIDERPLUS, which is a SaaS application for architectural drawings and construction site management used for digital transformation (DX) of operations at construction sites. In the construction sector in which the Company operates, there have been structural issues such as a chronic labor shortage and long working hours. On top of these issues, with the end of the exemption period for the application of overwork limit under the Act on the Arrangement of Related Acts to Promote Work Style Reform approaching in April 2024, we see a growing interest in improving productivity and a surging demand for related services. Note: SaaS (Software as a Service) refers to a form of service allowing users to connect to and use software over the internet rather than install the software in users’ computers. During the three months ended March 31, 2022 (the “period under review”), the economic outlook remained uncertain due to a growing uncertainty of the economic environment caused by the Russia-Ukraine conflict, together with the sharp decline in the yen against the U.S. dollar mainly caused by the U.S. interest rate hike. In Japan, there are still concerns over the economic slowdown due to COVID-19 triggered by the quasi-emergency measures applied in some prefectures. Nevertheless, the Japanese economy is emerging from the stagnancy seen last year, when a state of emergency was declared. The domestic construction industry faces strong demand for IT investment to address the aforementioned issues related to the productivity improvement. An increase in costs, especially a rise in material prices, also contributes to such strong investment appetite for IT. SPIDERPLUS, our core service, helps enhance productivity and reduce costs by pushing forward with its implementation of DX. As a result of capturing the sector’s demand for IT investment, both the number of IDs and contracted companies for SPIDERPLUS increased steadily. We also work to expand our online marketing and fortify our sales organization structure to minimize the effects of COVID-19 on our business. SPIDERPLUS, the core service for the ICT business, is not only a subscription-based model, but also a business model that is designed to increase IDs within existing customers over several years since its introduction. Given the characteristics of the service, we believe it is important that we expand our business from existing customers besides winning new customers, and that we need to keep delivering compelling products tailored to customer needs. Also, in the run-up to the application of the overtime limit under the Act on the Arrangement of Related Acts to Promote Work Style Reform to the construction industry scheduled for 2024, we anticipate that the demand from the construction sector for improving their productivity will be even stronger in 2023 and later. The Company believes that continued strategic investment is necessary to ensure to capture these demands and gain market share swiftly, viewing the time through FY2024 as a period for up-front investment to respond DX needs. In this business environment, we will focus on the sales growth rate rather than profitability for a certain period of time. As a result of the above, the Company recorded strong growth during the period under review both in the number of contracted IDs of 49,843 (+23.4% YoY) and the contracted companies of 1,258 (+42.3% YoY). Accordingly, the Company reported net sales of 568,691 thousand yen (compared to 549,496 thousand yen for the same period last year), operating loss of 211,129 thousand yen (compared to operating loss of 138,484 thousand yen for the same period last year), ordinary loss of 215,676 thousand yen (compared to ordinary loss of 182,950 thousand yen for the same period last year), loss before income taxes of 84,647 thousand yen (compared to loss before income taxes of 182,950 thousand yen for the same period last year) and net loss of 86,200 thousand yen (compared to net loss of 184,132 thousand yen for the same period last year). Note that the Company recorded gain on sale of businesses of 131,586 thousand yen in the extraordinary income, which arose from the transfer of the Engineering business on January 4, 2022. – 2 – (2) Explanation of financial position Assets Current assets as of the end of the period under review decreased by 241,286 thousand yen from the end of the previous fiscal year to 4,467,443 thousand yen. This was attributable mainly to a decrease in cash and deposits of 125,952 thousand yen due to the recording of operating loss caused by the upfront investment, a decrease in consumption taxes receivables of 62,451 thousand yen, and a decrease in costs on construction contracts in progress and other inventories of 64,790 thousand yen because of the transfer of the Engineering business. Non-current assets increased by 183,641 thousand yen from the end of the previous fiscal year to 901,227 thousand yen. This was attributable mainly to an increase in software in progress of 151,887 thousand yen along with a progress of system renewal, and an increase in construction in progress of 59,820 thousand yen due to the construction for head office relocation. As a result, total assets decreased by 57,644 thousand yen from the end of the previous fiscal year to 5,368,670 thousand yen. Liabilities Current liabilities as of the end of the period under review increased by 18,170 thousand yen from the end of the previous fiscal year to 789,101 thousand yen. This is attributable mainly to an increase in deposits received of 57,921 thousand yen, which was partially offset by decreases in income taxes payable of 27,165 thousand yen and current portion of long-term borrowings of 12,282 thousand yen. Non-current liabilities decreased by 9,574 thousand yen from the end of the previous fiscal year to 23,705 thousand yen. This is attributable mainly to a decrease in long-term borrowings of 8,331 thousand yen. As a result, total liabilities increased by 8,596 thousand yen from the end of the previous fiscal year to 812,806 thousand yen. Net assets Net assets as of the end of the period under review decreased by 66,240 thousand yen from the end of the previous fiscal year to 4,555,863 thousand yen. This is attributable to a decrease of 86,200 thousand yen in retained earnings due to the recording of net loss, which was partially offset by an increase of 9,981 thousand yen each in share capital and legal capital surplus as a result of an exercise of stock options. (3) Forward-looking information including earnings forecast No change has been made to the forecast of financial results for the fiscal year ending December 31, 2022, which was disclosed in the non-consolidated financial results for the fiscal year ended December 31, 2021. – 3 – 2. Quarterly Financial Statements and Major Notes (1) Quarterly balance sheets Assets (Thousands of yen) Previous fiscal year (As of December 31, 2021) Current quarter (As of March 31, 2022) Costs on construction contracts in progress Current assets: Cash and deposits Notes receivable – trade Accounts receivable – trade Work in process Raw materials and supplies Prepaid expenses Consumption taxes receivable Other Total current assets Non-current assets: Property, plant and equipment: Buildings Vehicles Tools, furniture and fixtures Construction in progress Accumulated depreciation Total property, plant and equipment Intangible assets: Software Software in progress Total intangible assets Investments and other assets: Leasehold and guarantee deposits Other Total investments and other assets Total non-current assets Total assets 4,196,695 13,405 309,452 3,923 59,289 1,577 58,123 62,451 3,811 4,708,729 52,881 21,061 60,750 4,000 (66,140) 72,553 2,257 381,245 383,502 260,368 1,161 261,529 717,585 4,070,743 298,723 87,167 10,808 4,467,443 – – – – – 56,021 7,594 46,637 63,820 (66,874) 107,200 1,849 533,133 534,982 258,435 608 259,043 901,227 5,426,315 5,368,670 – 4 – (Thousands of yen) Previous fiscal year (As of December 31, 2021) Current quarter (As of March 31, 2022) Advances received on construction contracts in progress Liabilities Current liabilities: Accounts payable for construction contracts Short-term borrowings Current portion of long-term borrowings Accounts payable – other Accrued expenses Contract liabilities Advances received Asset retirement obligations Income taxes payable Consumption taxes payable Deposits received Guarantee deposits received Total current liabilities Non-current liabilities: Long-term borrowings Deferred tax liabilities Asset retirement obligations Total non-current liabilities Total liabilities Net assets Shareholders’ equity: Share capital Capital surplus Retained earnings Treasury shares Total shareholders’ equity Share acquisition rights Total net assets Total liabilities and net assets 30,420 100,000 50,324 198,561 74,405 – 18,441 7,515 35,312 – 7,513 4,935 243,501 770,930 27,798 2,028 3,453 33,279 804,210 2,345,062 2,622,620 (346,047) (130) 4,621,504 600 4,622,104 5,426,315 – 100,000 38,042 195,675 92,818 18,712 – 17,285 8,146 12,062 – 62,857 243,501 789,101 19,467 2,028 2,210 23,705 812,806 2,355,043 2,632,601 (432,248) (130) 4,555,265 598 4,555,863 5,368,670 – 5 – (2) Quarterly statements of income Net sales of completed construction contracts Net sales Total net sales Cost of sales Total cost of sales Gross profit Cost of sales of completed construction contracts Selling, general and administrative expenses Operating income (loss) Non-operating income: Interest income Other Total non-operating income Non-operating expenses: Listing expenses Interest expenses Commission expenses Other Total non-operating expenses Ordinary income (loss) Extraordinary income: Gain on sale of non-current assets Gain on sales of businesses Other Total extraordinary income Extraordinary losses: Loss on sale and retirement of non-current assets Total extraordinary losses Net income (loss) before income taxes Income taxes – current Total income taxes Net income (loss) Three months ended March 31, 2021 (from January 1, 2021 to March 31, 2021) 437,154 (Thousands of yen) Three months ended March 31, 2022 (from January 1, 2022 to March 31, 2022) 568,691 112,342 549,496 130,506 91,377 221,884 327,612 466,096 (138,484) 43,428 1,025 44,481 (182,950) 2 12 15 – 27 – – – – – – (182,950) 1,182 1,182 (184,132) 568,691 219,690 – – 219,690 349,000 560,130 (211,129) 22 2,504 2,526 1,666 5,406 – – 2 7,073 (215,676) 131,586 176 131,765 736 736 (84,647) 1,553 1,553 (86,200) – 6 – (3) Notes to quarterly financial statements Going concern assumption Not applicable. Significant changes in shareholders’ equity Not applicable. Application of accounting treatment specific to the preparation of quarterly financial statements Calculation of tax expenses The Company made a reasonable estimate of an effective tax rate, determined after applying tax accounting on the net income before income taxes for the fiscal year including the current period, and then calculated income taxes by multiplying the net income before income taxes by the estimated effective tax rate. Changes in accounting policies For the three months ended March 31, 2022 (from January 1, 2022 to March 31, 2022) Application of the Accounting Standard for Revenue Recognition, etc. The Company has applied the Accounting Standard for Revenue Recognition (ASBJ Statement No. 29, March 31, 2020; the “Accounting Standard for Revenue Recognition”), etc. since the beginning of the period under review. When control of a promised good or service is transferred to a customer, the Company recognizes revenue at the amount expected to be received in exchange for the good or service. Based on the above, the Company has changed the accounting treatment for transactions where the Company acts as an agent in providing customers with goods or services. Specifically, the Company previously recognized gross amount of consideration received from the customer as revenue, but has changed an accounting method to recognize revenue on a net amount received from the customer less amounts paid to suppliers. The Accounting Standards for Revenue Recognition, etc. are applied in accordance with the transitional treatment set forth in the proviso of Paragraph 84 of the Accounting Standard for Revenue Recognition. The effect of the application of the Accounting Standard for Revenue Recognition, etc. on profit or loss is minimal. Also there is no impact on the beginning balance of retained earnings. As a result of the application of the Accounting Standard for Revenue Recognition, etc., advances received that were included in the current liabilities of the balance sheet as of December 31, 2021 has been presented as contract liabilities since January 1, 2022. In accordance with the transitional treatment set forth in Paragraph 89-2 of the Accounting Standard for Revenue Recognition, no reclassification has been made for the previous fiscal year in accordance with the new presentation mentioned above. – 7 – Business combinations, etc. Business divestiture SpiderPlus & Co. resolved at the Board of Directors’ meeting held on November 12, 2021 to transfer the Engineering business to Armacell Japan K.K. (hereinafter the “Business Transfer”), and accordingly completed the Business Transfer on January 4, 2022. 1. Overview of business divestiture (1) Name of the successor entity Armacell Japan K.K. (2) Description of the divested business (3) Main reasons for the transfer Engineering business (engaging in thermal insulation construction work using insulation materials such as ArmaFlex) The Company operates the ICT business, which is engaged primarily in the development and sales of the construction drawings and site management apps SPIDERPLUS; and the Engineering business, which is engaged primarily in thermal insulation work using insulation materials such as ArmaFlex. The Company had continue to operate the Engineering business since its inception, while focusing on the core ICT business. The Engineering business had continued to contribute to the development of SPIDERPLUS by directly collecting case examples of SPIDERPLUS uses at construction sites and timely sharing these examples and findings with the ICT business. Recently, the demand for investment in IT has been growing, backed by labor shortage in the construction industry and prevailing initiatives to address issues such as work style reform. Driven by these trends, the number of SPIDERPLUS IDs and the number of contracted companies have been on the steady rise. As a result, the ICT business has become able to directly collect information, including case examples and issues at construction sites, from a diverse range of client companies. Meanwhile, the Engineering business, involved primarily in thermal insulation work, came to be less accretive to SPIDERPLUS, a service intended for use in various construction sites, because the business had provided only limited case examples and other related information. In view of these business conditions, the Company decided to proactively make advance investments in the ICT business which has significant growth potential, and not to aggressively expand the Engineering business. Under these circumstances, Armacell Japan K.K., a company engaged in development and distribution of insulation materials for thermal insulation construction work, offered to purchase our Engineering business. In response to the offer, we carefully examined the possibility of transferring the business internally and at meetings of the Board of Directors. As a result, the Company decided to transfer the Engineering business to Armacell Japan K.K. based on the judgment that further concentrating its management resources on the ICT business with significant growth potential and focusing on DX services centered on SPIDERPLUS to construction and maintenance businesses will help increase its corporate value over the medium to long term. (5) Other information including legal formality on overview of the transaction Simplified business transfer with the transfer consideration being only assets such as cash (pursuant to Item 2, Paragraph 1, Article 467 of the Companies Act). (2) Fair carrying amounts of assets and liabilities pertaining to the transferred business, and the major breakdown (4) Date of business divestiture January 4, 2022 2. Overview of accounting treatment (1) Amount of gain on transfer Gain on transfer of business: 131,586 thousand yen Current assets 89,912 thousand yen Non-current assets 11,764 thousand yen Total assets 101,677 thousand yen Current liabilities 32,018 thousand yen Non-current liabilities 1,244 thousand yen Total liabilities 33,263 thousand yen – 8 – (3) Accounting treatment The Business Transfer was accounted for in accordance with the “Revised Accounting Standard for Business Divestitures” (ASBJ Statement No. 7, September 13, 2013) and the “Implementation Guidance on Accounting Standard for Business Combinations and Accounting Standard for Business Divestitures” (ASBJ Guidance No.10, January 16, 2019). (4) Name of reportable segment which included the divested business (5) Estimated amount of profit or loss attributable to the divested business reported on the quarterly statements of income for the Engineering business period under review The presentation was omitted because it is immaterial. – 9 –