開示日時：2022/06/06 08:00:00
損益
| 決算期 | 売上高 | 営業益 | 経常益 | EPS |
| 2018.03 | 137,038 | 14,271 | 13,773 | -11.51 |
| 2019.03 | 203,253 | 25,694 | 22,720 | 20.84 |
| 2020.03 | 279,082 | 52,334 | 52,093 | 32.82 |
| 2021.03 | 415,886 | 75,950 | 75,435 | 40.12 |
※金額の単位は［万円］
株価
| 前日終値 | 50日平均 | 200日平均 | 実績PER | 予想PER |
| 2,420.0 | 2,981.84 | 3,596.335 | 58.25 | – |
※金額の単位は［円］
キャッシュフロー
| 決算期 | フリーCF | 営業CF |
| 2018.03 | -40,006 | -19,748 |
| 2019.03 | -3,137 | 48,001 |
| 2020.03 | 10,853 | 71,518 |
| 2021.03 | 24,584 | 91,397 |
※金額の単位は［万円］
▼テキスト箇所の抽出
TRANSLATION, For Your Reference Purpose Only This English version is a translation of a part of the original Japanese document and provided for reference purposes only. In cases of any discrepancy between this English translation and the original Japanese version, the Japanese original version shall prevail. To Shareholders with Voting Rights: INTERNET DISCLOSURE RELATED TO THE NOTICE OF THE 16TH ANNUAL GENERAL SHAREHOLDERS’ MEETING This is an internet disclosure pursuant to provision of laws and regulations as well as Article 14 of the Articles of Incorporation, followings are not presented in this appendix. Stock Acquisition Rights of the Company Consolidated Statement of Changes in Net Assets Notes to Consolidated Financial Statements Statement of Changes in Equity Notes to the Financial Statements MINKABU THE INFONOID, Inc. － 1 － 31, 2022 Underlying stock Exercise price Stock Acquisition Rights of the Company (1) Stock Acquisition Rights as Stock Options held by Directors at the end of the fiscal year ended March Date of resolution to issue June 25, 2015 June 25, 2015 Number of stock options 6,150 Series 7 Series 8 50 615,000 Common stocks (100 Common stocks/stock option)5,000 Common stocks (100 Common stocks/stock option)Issue price Free of charge Free of charge 50,000JPY/stock option (500JPY/common stock)50,000JPY/stock option (500JPY/common stock)From June 26, 2017 to June 24, 2025 Exercise period On and after June 25, 2015 Restriction for exercise ( a ) ( b ) Number of directors granted Non-Audit and Supervisory (Excluding outside directors) #stock option #underlying #director Non-Audit and Supervisory (Outside directors) Audit and Supervisory (cid:695) (cid:695) 150 15,000 1 ( c ) #stock option #underlying #director 50 5,000 1 ( c ) (cid:695) (cid:695) Note: inherited. 1. Stock acquisition rights of the person to whom the stock acquisition rights are issued shall not be 2. Conditions for exercise of stock acquisition rights are; i) The person to whom the stock acquisition rights are issued may exercise their stock acquisition rights only while they are in the office of managing directors, audit & supervisory board members, employees of the Company or subsidiaries of the Company. Provided, however, that in the case the Board of Director approves, foregoing shall not be applicable. ii) Common stocks of the Company shall be listed on a stock exchange in Japan or overseas. iii) Stock acquisition rights shall not be inherited. 3. The stock acquisition rights granted to one director were granted prior to his appointment as a director. 4. Number of underlying stock and exercise price are adjusted due to a 100-for-1 stock split on January Date of resolution to issue October 30, 2017 July 17, 2018 Series 15 Series 16 30,000 Common stocks (100 Common stocks/stock option)50,000 Stocks (100 Common stocks/stock option)Free of charge Free of charge 60,000JPY/stock option (600JPY/common stock)60,000JPY/stock option (600JPY/common stock)500 Exercise period On and after October 30, 2017 On and after July 20, 2018 ( a ) #stock option#underlying#director#stock option#underlying#director200 20,000 1 Note: 1. Stock acquisition rights of the person to whom the stock acquisition rights are issued shall not be (cid:695) (cid:695) 2. Number of underlying stock and exercise price are adjusted due to a 100-for-1 stock split on January 16, 2019. Number of stock options Underlying stock Issue price Exercise price Restriction for exercise Number of directors granted Non-Audit and Supervisory (Excluding outside directors) Non-Audit and Supervisory (Outside directors) Audit and Supervisory inherited. 16, 2019. 300 ( a ) 300 30,000 1 － 2 － TRANSLATION, For Your Reference Purpose Only (2) Status of stock acquisition rights issued to employees, etc. as remuneration for the performance of their duties during the fiscal year Not applicable. Not applicable. (3) Other important matters concerning stock acquisition rights, etc. － 3 － Consolidated Statement of Changes in Equity Fiscal year ended March 31, 2022 (From April 1, 2021 to March 31, 2022) Share Capital Capital Surplus Retained earnings Treasury share Shareholders’ equity 1,762,268 3,565,598 (1,441,038) (cid:695) 3,886,827 1,751,752 1,751,752 (248,754) 696,004 (Thousands of yen) Total shareholders’ equity 3,503,504 (248,754) 696,004 (93) (93) (534,747) (534,747) 1,751,752 968,250 696,004 3,514,020 4,533,849 (745,034) (93) (93) 3,415,913 7,302,741 Accumulated other comprehensive income Valuation difference on available-for-sale securities Total accumulated other comprehensive income Non-controlling interests Total net assets 29,914 29,914 298,579 4,215,321 3,503,504 (248,754) 696,004 (93) (534,747) Balance at beginning of period Changes during period Issuance of new shares Dividends of surplus Profit attributable to owners of parent Purchase of treasury shares Change in ownership interest of parent due to transactions with non-controlling interests Net changes in items other than shareholders’ equity Total changes during period Balance at end of period Balance at beginning of period Changes during period Issuance of new shares Dividends of surplus Profit attributable to owners of parent Purchase of treasury shares Change in ownership interest of parent due to transactions with non-controlling interests Net changes in items other than shareholders’ equity Total changes during period Balance at end of period 9,926 (197,657) (187,730) 9,926 39,841 (197,657) 3,228,182 100,922 7,443,504 Note: Amounts have been rounded down to the nearest thousand yen. 9,926 9,926 39,841 － 4 － TRANSLATION, For Your Reference Purpose Only Notes to Consolidated Financial Statements 1. Notes to significant matters that form the basis for the preparation of the consolidated financial statements, etc. （1） Matters related to the scope of consolidation a) Status of consolidated subsidiaries Number of consolidated subsidiaries Name of the consolidated subsidiary : 3 : Prop Tech plus Inc. : Robot Fund Co., Ltd. : MINKABU ASSET PARTNERS, Inc. b) Status of non-consolidated subsidiaries Not applicable. Not applicable. Not applicable. （2） Application of equity method a) Non-consolidated subsidiaries to which the equity method is applied b) Non-consolidated subsidiaries to which the equity method is not applied （3） Notes to changes in the scope of consolidation and application of the equity method a) Change in the scope of consolidation The Company established MINKABU ASSET PARTNERS, Inc., and has included it in the current consolidated subsidiaries in the fiscal year ended March 31, 2022. b) Change in scope of equity method Not applicable. （4） Fiscal years of consolidated subsidiary The fiscal year end of the consolidated subsidiary is the same as the consolidated fiscal year. （5） Accounting policies a) Basis and method of valuation of significant assets i) Securities Other securities Items other than the ones without market value The fair value method based on market prices as of the balance sheet date (unrealized gains and losses are accounted for as a separate component of net assets, and the cost of securities sold is calculated using the moving average method). Items without market value Stated at cost using the moving average method. For investment limited partnerships and similar investments in partnerships, which are deemed as securities in paragraph 2 in chapter 2 of the Financial Instruments and Exchange Act, are measured at net asset values based on the partnerships’ financial statements in proportion to the Company’s share ii) Inventories The cost method based on the specific-identification method (the value on the consolidated balance sheet is calculated by writing down the book value based on a decline in profitability). b) Depreciation and amortization of significant depreciable assets i) Fixed assets: Declining-balance method, however straight-line method is applied for facilities attached to buildings purchased on and after April 1, 2016. Facilities attached to buildings 8 – 18 years Tools, furniture, and fixtures 2 – 15 years ii) Intangible fixed assets: Straight-line method with following useful life. 3 – 5 years based on its useful life in the Company3 – 8 years 5 – 10 years10 years10 – 15 years10 – 15 yearsc) Accounting standards for significant reserves i) Allowance for doubtful accounts To prepare for losses due to bad debts, the Company records an estimated uncollectible amount In-house software Patent Trademark Contract asset Technology asset related Client asset － 5 － for general receivables based on historical bad debt ratios and specific receivables such as doubtful receivables based on individual assessments of collectability. ii) Reserve for bonuses To provide for the payment of bonuses to employees of consolidated subsidiaries, an amount is recorded based on the estimated amount to be paid. iii) Allowance for product warranties To prepare for expenses related to product warranties, the Company provides a reserve for estimated losses. iv) Provision for loss on orders received The Company’s consolidated subsidiary provides a reserve for losses on orders received as of the end of the current fiscal year that is expected to be incurred and for which the amount can be reasonably estimated. The corresponding inventories and the allowance for loss on orders received are not offset but are recorded on a double-digit basis. v) Provision for shareholder benefits To prepare for expenditures related to the shareholder benefit plan, the amount expected to be incurred is recorded. d) Basis for recording significant income and expenses The Group applies the Accounting Standard for Revenue Recognition (ASBJ Statement No.29, March 30, 2018) and Implementation Guidance on Accounting Standard for Revenue Recognition (ASBJ Guidance No. 30, March 30, 2018). The Group recognizes the amount expected to be received in exchange for goods or services as revenue when the control of the promised goods or services has been transferred to the customer. The summary of the performance obligation and the ordinary timing of fulfilling the obligation are disclosed in 6. Notes to revenue recognition (2) Basic information on revenue from contracts with customers in Notes to Consolidated Financial Statements. e) Translation of significant assets and liabilities denominated in foreign currencies into Japanese yen Monetary receivables and payables denominated in foreign currencies are translated into Japanese yen at the spot exchange rate at the balance sheet date, and the foreign exchange gains and losses are recognized in the statements of income. Other securities denominated in foreign currencies are translated into Japanese yen at the spot exchange rate on the balance sheet date, and foreign exchange differences are included in the net unrealized gains or losses on available-for-sale securities under net assets. f) Amortization method and period of goodwill Goodwill is amortized on a straight-line basis over a period of 10 to 15 years, based on an estimate of the period over which the effect of the investment will be realized. 2. Notes to changes in accounting policies (Application of Accounting Standard for Revenue Recognition, etc.) The Company has applied the Accounting Standard for Revenue Recognition (ASBJ Statement No.29, March 31, 2020), etc. effective from the beginning of the consolidated fiscal year ended March 31, 2022, and to recognize the amount expected to be received in exchange for goods or services as revenue when the control of the promised goods or services has been transferred to the customer. The adoption of this accounting standards has not had any impact on the consolidated financial statements. (Application of Accounting Standard for Fair Value Measurement) The Company has applied Accounting Standard for Fair Value Measurement (ASBJ Statement No. 30, July 4, 2019) since the beginning of the consolidated fiscal year ended March 31, 2022. In accordance with the transitional treatment stipulated in the provision of paragraph 19 in Accounting Standard for Fair Value Measurement and paragraph 44-2 in Accounting Standard for Financial Instruments (ASBJ Statement No. 10, July 4, 2019), the Company prospectively applies the new accounting policy under Accounting Standard for Fair Value Measurement. The adoption of this accounting standards has no impact on the consolidated financial statements. The detail of the fair value of financial instruments with appropriate classification is disclosed in “5. Notes to financial instruments”. 3. Notes to accounting estimates (1) Recoverability of deferred tax assets a) Amount on the consolidated financial statements for the fiscal year ended March 31, 2022 Deferred tax assets: 214,128 thousand yen. (161,411 thousand yen after deducting deferred tax liabilities is on the consolidated financial － 6 － TRANSLATION, For Your Reference Purpose Only statements.) year b) Information about the content of material accounting estimates for the identified item. i) Calculation method of the consolidated financial statements of the current consolidated fiscal For temporary differences to be deducted in the future, the Company determined the recoverability of deferred tax assets based on taxable income by future profitability and tax planning. The estimate of taxable income by future profitability is based on the actual results of the fiscal year ended March 31, 2022. ii) Major assumptions used for calculation of the amount on the consolidated financial statements for the fiscal year ended March 31, 2022 Estimates of taxable income are recorded by comprehensively considering the business plan and actual results for the fiscal year ended March 31, 2022 based on the number of unique users and billing users of our media, the number of customers using our solutions, and the unit price per customer. iii) Impact on consolidated financial statements for the fiscal year ended March 31, 2023 The timing and amount of taxable income may be affected by changes in future economic trends, and if its actual timing and amount differ from estimates, there is a possibility to have a significant impact on the amount of deferred tax assets recognized in the consolidated financial statements for the fiscal year ended March 2023 and subsequent fiscal years. For this reason, the major assumption stated above in ii) is based on the best estimates, but the results can differ from the estimates because of future economic trends. (2) The valuation of securities without market price a) The amount on consolidated statements for the fiscal year ended March 31, 2022 Investment securities 875,462 thousand yen b) The information of identified significant accounting estimates i) Measurement of the amounts recorded on the consolidated financial statements for the fiscal year ended March 31, 2022 Securities without a market price are measured at cost using the moving average method. If a substantial price (net asset per value multiplied by the number of shares) is decreased by 50%, an impairment loss is recognized unless there is evidence of recoverability. ii) Major assumptions used for the measurement of the amounts recorded on the consolidated financial statements for the fiscal year ended March 31, 2022 The status of achievement of an investee’s business plan prepared at the time of investment is comprehensively in consideration. iii) The effect of the recorded on the consolidated financial statements for the fiscal year ended March 31, 2023 If the results of the investee deteriorate from its business plan and there is not enough evidence of recoverability, consolidated financial results will be impacted due to the impairment of the investment. 4. Notes to the Consolidated Statement of Changes in Net Assets (1). Type and number of shares issued and outstanding Type of stock Number of shares at the beginning of the fiscal year ended March 31, 2022 Increase in the Decrease in the number of shares number of shares during the fiscal during the fiscal year ended March year ended March 31, 2022 31, 2022 Number of shares at the end of fiscal year ended March 31, 2022 Common stock (note) 13,819,700 1,088,000 ― 14,907,700 Note: The increase in 1,088,000 issued shares is due to 1,080,100 of third-party allotment with QUICK and Nikkei as allottees on May 31, 2021 and 7,900 of the exercise of stock options. － 7 － (2). Type and number of treasury shares Type of stock Number of shares at the beginning of the fiscal year ended March 31, 2022 Increase in the Decrease in the number of shares number of shares during the fiscal during the fiscal year ended March year ended March 31, 2022 31, 2022 Number of shares at the end of the fiscal year ended March 31, 2022 Common stock (note) ― 23 ― 23 Note: The increase in treasury shares is due to a purchase of fractional shares. (3). Matters related to dividends from surplus a) Cash dividends paid, etc. Scheduled Resolutions Type of stock Funding for dividends Total amount of dividends (Million yen) Dividends per share (Million yen) Record date Effective Date Common stock Additional paid-in capital 248 18 March 31, 2021 June 8, 2021 b) Dividends whose record date in the current fiscal year and an effective date in the subsequent fiscal Scheduled Resolutions Type of stock Funding for dividends Total amount of dividends (Million yen) Dividends per share (Million yen) Record date Effective Date Common stock Additional paid-in capital 357 24 March 31, 2022 June 8, 2022 Board of Directors meeting on May 21, 2021 year Board of Directors meeting on May 20, 2022 (4). Type and number of shares to be issued upon exercise of stock acquisition rights Series The 7th stock acquisition rights The 8th stock acquisition rights The 9th stock acquisition rights The 15th stock acquisition rights The 16th stock acquisition rights The 17th stock acquisition rights Total Type of underlying shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares As of April 1, 2020 149,000 31,900 7,000 30,000 111,000 16,000 344,900 Number of shares for stock options Increase Decrease As of March 31, 2021 (cid:695) (cid:695) (cid:695) (cid:695) (cid:695) (cid:695) (cid:695) 4,000 145,000 3,600 28,300 (cid:695) (cid:695) (cid:695) 7,000 30,000 111,000 300 15,700 7,900 337,000 Note: The decrease in the 7th, 8th, and 17th series of stock acquisition rights during the fiscal year ended March 31, 2022 is due to the exercise of stock acquisition rights. 5. Notes to financial instruments （1） Matters concerning the status of financial instruments a) Policy for financial instruments The Group limits money management activities to short-term deposits, etc., and finances through borrowings from banks and other financial institutions and issuing bonds. Loans and bonds are used for working capital (mainly short-term) and business investment capital (long-term). The Company has a policy not to use derivatives. b) Details of financial instruments and their risks, and management system Accounts receivables are exposed to the credit risk of our trading partners. The Company reduces the risk based on its credit management policies. Loans and bonds are used to finance working capital and capital expenditures. Borrowings with floating interest rates are exposed to the risk of interest rate fluctuations. Although borrowings are exposed to liquidity risk, the Company manages them by preparing and updating cash flow plans and other methods. Consolidated subsidiaries also perform the same management in accordance with the Company’s method. － 8 － TRANSLATION, For Your Reference Purpose Only （2） Matters concerning the fair value of financial instruments The following table shows the amounts on the consolidated balance sheet, market values, and differences as of March 31, 2022. This does not include the securities without market price etc., whose details are described in the note below. Amount on the consolidated balance Fair value Difference sheet (Thousands of yen) (Thousands of yen) (Thousands of yen) (cid:695) (cid:695) 20,474 (24,395) (3,920) 875,462 45,391 Investment securities Other securities Total assets Current portion of long-term debt Long-term borrowings Total liabilities 186,160 186,160 159,816 1,296,203 1,456,019 186,160 186,160 180,290 1,271,807 1,452,098 Cash and cash equivalents, account receivables, and account payables are recognized at book value as they are settled in the short term and fair values are almost equal to book values. Note: Securities without a market price and investment partnerships Amount on the consolidated balance sheet (Thousands of yen) Unlisted shares Investment partnerships The fair values of unlisted shares are not disclosed in accordance with paragraph 5 in “Implementation Guidance on Disclosures about Fair Value of Financial Instruments” (ASBJ Guidance No. 19, March 31, 2020). The fair values of investment partnerships are not disclosed in accordance with paragraph 27 in “Implementation Guidance on Accounting Standard for Fair Value Measurement” (ASBJ Guidance No. 31, July 4, 2019). （3） Matters concerning the fair value of financial instruments According to the observability and significance of inputs used by calculating fair values, fair values for these financial instruments are classified into the following three-level hierarchy. Level 1 – Fair values measured by observable inputs with quoted prices in active markets for identical assets and liabilities. Level 2 – Fair values measured by observable inputs other than Level 1 inputs. Level 3 – Fair values measured by unobservable inputs that are supported by no market activity. If multiple inputs which have a significant impact on market value calculation are used, a financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. a) Financial instruments measured at fair value on the balance sheet Fair values (Thousands of yen) Level 1 Level 2 Level 3 Total Classification Investment securities Other securities Equity securities Total assets 186,160 186,160 (cid:695) (cid:695) b) Financial instruments not measured at fair value on the balance sheet Fair values (Thousands of yen) Level 1 Level２ Level 3 Total Classification Current portion of long-term borrowings Long-term borrowings Total liabilities Investment securities (cid:695) (cid:695) (cid:695) 180,290 1,271,807 1,452,098 Note: Valuation methods and inputs used for the measurement of fair value are as follows. Listed shares are measured by quoted price. Listed shares are classified as Level 1 since (cid:695) (cid:695) (cid:695) (cid:695) (cid:695) 186,160 186,160 180,290 1,271,807 1,452,098 － 9 － they are traded in active markets. Current portion of long-term borrowings and long-term borrowings They are classified as Level 2 which are measured by the net present value method based on the sum of principal and interest, the interest rate in consideration of remaining duration, and credit risk. 6. Notes to revenue recognition (1) Breakdown of revenue from contracts with customers (Thousands of yen) Reported segments Media business Solution business Advertising revenue Charged revenue Other media revenue Recurring revenue Upfront, one-time revenue Revenue from contracts with customers Other revenue Net sales to external customers 1,929,070 298,660 126,196 (cid:695) (cid:695) 2,353,927 (cid:695) 2,353,927 (cid:695) (cid:695) (cid:695) 2,175,338 953,144 Total 1,929,070 298,660 126,196 2,175,338 953,144 3,128,483 5,482,410 (cid:695) 3,128,483 (cid:695) 5,482,410 (2) Basic information on revenue from contracts With respect to the revenue from contracts with customers, the performance obligations in major businesses and their ordinary timings of fulfilling the obligation (the ordinary timings of revenue recognition) are as follows. a) Media business Media business records advertising revenue and charged revenue. Regarding pure advertising and network advertising revenue, revenue is recognized when the advertisement is uploaded, clicked, or shown since the performance obligation is fulfilled at these timings. For pay-for-performance advertising with respect to opening customers’ brokerage accounts, revenue is recognized when the acceptance inspection is performed since the performance obligation is fulfilled at these timings. Charged revenue is recognized over time because it is subscription-type revenue that users are Certain advertising revenue is recognized as the net of goods and services provided by another party and the amount paid to that another party since the Company mainly acts as an agent in paying monthly fees. that type of transaction. b) Solution business Solution business records revenue from the implementation and monthly services with respect to cloud-type ASP services. Solution business also records revenue from AI driven software content and delivery of information. These revenues are classified as recurring revenue and upfront, one-time revenue based on the timing of the transfer of the services. Revenue from the implementation of ASP services is recognized when the acceptance inspection is performed. Revenue from providing ASP services, maintenance and operation of these services, providing AI driven software content, and delivery of information are recognized when the services are rendered, or the period of services being rendered since they are provided mainly by a fixed monthly fee, but the services also include one-time payment and pay-as-you-go arrangements based on the numbers of ID and downloads. Revenue is measured based on the promised consideration defined in contracts with customers, net of returns, discounts, and rebates. (3) The information to understand the amounts of revenue for the fiscal year ended March 31, 2022 and for the next and subsequent fiscal years. Contract liabilities mainly consist of compensation received before fulfilling the performance obligation which are included in other current liabilities on the balance sheet. － 10 － TRANSLATION, For Your Reference Purpose Only liabilities. The following table shows the receivables from the contracts from the customers and contract Receivables from the contracts from the customers Contract liabilities There is no material amount in contract liabilities at the beginning of this fiscal year which is recognized as revenue for the fiscal year ended March 2022. And there is no material amount in revenue recognized from the performance obligation fulfilled in the previous fiscal years for As of March 31, 2022 (Thousands of yen) 1,127,845 34,759 the fiscal year ended March 2022. 7. Notes to Per Share Information Net assets per share Net income per share 8. Notes to significant subsequent events 492.52 yen 47.26 yen (Business combination by corporate acquisition) On April 11, the Company entered into an investment agreement with BANQ Inc. (Head office: Minato-ku, Tokyo; Representative: Munetaka Takahashi, hereinafter “BANQ”) with respect to BANQ’s incorporation-type company split of its NFT division and the Company acquires majority of the total voting rights of shares issued by new company, WEB3 WALLET, Inc. through the underwriting of the third-party allotment of new shares, thereby making the company as a consolidated subsidiary. And WEB3 WALLET, Inc. was renamed to MINKABU WEB3 WALLET, Inc. in accordance with the resolution of shareholders’ meeting of WEB3 WALLET on May 1, 2022. 1. Overview of business combination (1) Name of acquired company and its business Company Name: WEB3 WALLET, Inc. Business: (2) The main reason of the business combination NFT Marketplace Business, ABC (Activity Based Certificates) Web3 is a network based on decentralized blockchain technology. Unlike Web 2.0, where information was centralized in a specific company or government, ownership of information belongs to individuals. User information that was previously limited to specific companies will be converted to NFT and managed by users in their own wallets, enabling a UX where users can receive various benefits not limited to specific companies. In addition, user information can be smoothly utilized in the fields of metaverse and e-sports by linking user information. As companies adapt to the Web3, information on loyal customers which used to be tied to specific companies and organizations, can now belong to individuals and be utilized across companies and organizational boundaries. This makes it possible to develop services based on information on loyal customers shared among multiple companies and organizations. Based on Minkabu’s mission of “providing a mechanism that embodies the value of information,” we will help companies, organizations, and public institutions respond to the Web3 by uncovering information assets that have been buried within certain companies and creating new value. We made MINKABU WEB3 WALLET, Inc. a consolidated subsidiary to expand our business by leveraging Web3. (3) Date of the business combination May 1, 2022 (4) Legal form of the business combination Acquisition with a cash consideration (5) Name of the subsidiary after the business combination MINKABU WEB3 WALLET, Inc. (6) Rate of voting rights acquired 51.2% (7) Basis for determining the acquiring company Acquisition of an equity stake through a cash consideration. 2. Acquisition cost of the acquired company and breakdown by type of consideration Payment for the acquisition (Cash): 199,999 thousand yen Acquisition cost: 199,999 thousand yen 3. Details of major acquisition-related costs Not determined at this point of time. 4. Goodwill generated by acquisition, reason, amortization method and period Not determined at this point of time. Not determined at this point of time. 5. Breakdown of assets acquired and liabilities assumed on the acquisition date 9. Other notes (Establishment of a subsidiary) The Company resolved to establish a subsidiary at the Board of Directors held on August 12, 2021, － 11 － which was officially formed on September 1, 2021. 1. Purpose The Company established a 100% owned subsidiary “MINKABU ASSET PARTNERS, Inc.” to prepare registration of Financial Instruments Intermediary Service Provider. It will provide professionals’ service “MINKABU ASSET MANAGEMENT” under the registration, as a part of asset building service of “MINKABU”. In the MINKABU ASSET MANAGEMENT, The Company strengthens its revenue base by adopting new means of revenue source, such as a balance-in-custody-based fee and a commission-based fee. 2. Overview of the subsidiary (1) Name MINKABU ASSET PARTNERS, Inc. (2) Address (3) Representative 1-8-10, Kudan-kita, Chiyoda-ku, Tokyo Masakatsu Saito (4) Business financial Non-face-to-face instruments intermediary (subject to completion of registration to on asset building, consulting (5) Share Capital (6) Date of establishment (7) Number of shares issued 2,000 shares September 1, 2021 FSA) 100 million Yen (8) Ownership ratio 100 % － 12 － TRANSLATION, For Your Reference Purpose Only Statements of changes in shareholders’ equity From April 1, 2021 to March 31, 2022 Shareholders’ equity Capital surplus Retained earnings (Thousands of yen) Capital Capital reserve Other capital surplus Total capital surplus Total retained earnings Treasury shares Total shareholders’ equity 1,762,268 962,268 2,603,330 3,565,598 (1,464,579) (1,464,579) (cid:695) 3,863,287 Issuance of new shares 1,751,752 1,751,752 1,751,752 (248,754) (248,754) 3,503,504 (248,754) (93) (93) 662,974 662,974 662,974 1,751,752 1,751,752 (248,754) 1,502,997 662,974 662,974 3,514,020 2,714,020 2,354,576 5,068,596 (801,605) (801,605) (93) (93) 3,917,629 7,780,916 Balance at beginning of the period Changes during the period Dividends of surplus Purchase of treasury shares Net income Net changes in items other than shareholders’ equity Total changes during period Balance at the ending of the period Balance at beginning of the period Changes during the period Issuance of new shares Dividends of surplus Purchase of treasury shares Net income Net changes in items other than shareholders’ equity Total changes during period Balance at the ending of the period Other retained earnings Accumulated retained earnings 9,926 9,926 39,841 Valuation and translation adjustments Valuation difference on available-for-sale securities Total value and translation adjustments Total Net Asset 29,914 29,914 3,893,202 9,926 9,926 39,841 3,503,504 (248,754) (93) 662,974 9,926 3,927,556 7,820,758 Note: Amounts are rounded down to the nearest thousand yen. － 13 － Notes to Financial Statements 1. Notes regarding matters related to significant accounting policies （1） Basis and method of valuation for assets a) Investments in subsidiaries Stated at cost using the moving average method. b) Other securities Items other than the ones without market value The fair value method based on market prices as of the balance sheet date (unrealized gains and losses are accounted for as a separate component of net assets, and the cost of securities sold is calculated using the moving average method). Items without market value Stated at cost using the moving average method. For investment limited partnerships and similar investments in partnerships, which are deemed as securities in paragraph 2 in chapter 2 of the Financial Instruments and Exchange Act, are measured at net asset values based on the partnerships’ financial statements in proportion to the Company’s share c) Inventories Work in progress The cost method based on a specific identification method (the value on the balance sheet is calculated by writing down the book value based on a decline in profitability). Supplies The cost method based on the specific identification method （2） Method of depreciation of fixed assets a) Tangible fixed assets The declining-balance method is used. However, the straight-line method is used for facilities attached to buildings acquired on or after April 1, 2016. The main useful lives of the assets are as follows. Buildings and accompanying facilities Equipment and fixtures b) Intangible fixed assets: Straight-line method: 3 – 5 years based on its useful service life in the CompanySoftware Patent asset Trademark asset Contract asset Technology asset Client related asset 8-18 years 2-15 years 3 – 8 years 5 – 10 years10 years10 – 15 years10 – 15 years （3） Treatment method of deferred asset All stock issuance costs are treated as expenses when incurred. （4） Basis for adjustment of foreign currency assets and debt Foreign currency assets and debt are valued in Japanese yen based on the market price on the accounting closing date. Valuation differences are booked as profit or loss. Other investment securities denominated in foreign currencies are valued in Japanese yen based on the market price on the accounting closing date. Valuation differences are booked in the net asset classification. （5） Basis for provisions i) Allowance for doubtful accounts To prepare for losses due to bad debts, the Company records an estimated uncollectible amount for general receivables based on historical bad debt ratios and specific receivables such as doubtful receivables based on individual assessments of collectability. ii) Allowance for product warranties To prepare for expenses related to product warranties, the Company provides a reserve for estimated losses. To prepare for expenditures related to the shareholder benefit plan, the amount expected to be iii) Provision for shareholder benefits incurred is recorded. （6） Basis for recognition of revenues The Company applies the Accounting Standard for Revenue Recognition (ASBJ Statement No.29, March 30, 2018) and Implementation Guidance on Accounting Standard for Revenue Recognition (ASBJ Guidance No. 30, March 30, 2018). The Company recognizes the amount － 14 － TRANSLATION, For Your Reference Purpose Only expected to be received in exchange for goods or services as revenue when the control of the promised goods or services has been transferred to the customer. The summary of the performance obligation and the ordinary timing of fulfilling the obligation are disclosed in 6. Notes to revenue recognition (2) Basic information on revenue from contracts with customers in Notes to Consolidated Financial Statements. （7） Amortization of goodwill Goodwill and negative goodwill are amortized in equal amounts over an estimated period of 10 years in which investment effects will be revealed. 2. Notes regarding matters related to accounting policies (Application of Accounting Standard for Revenue Recognition, etc.) The Company has applied the Accounting Standard for Revenue Recognition (ASBJ Statement No.29, March 31, 2020), etc. effective from the beginning of the fiscal year ended March 31, 2022, and to recognize the amount expected to be received in exchange for goods or services as revenue when the control of the promised goods or services has been transferred to the customer. The adoption of this accounting standards has not any impact on the financial statements. (Application of Accounting Standard for Fair Value Measurement) The Company has applied Accounting Standard for Fair Value Measurement (ASBJ Statement No. 30, July 4, 2019) since the beginning of the fiscal year ended March 31, 2022. In accordance with the transitional treatment stipulated in the provision of paragraph 19 in Accounting Standard for Fair Value Measurement and paragraph 44-2 in Accounting Standard for Financial Instruments (ASBJ Statement No. 10, July 4, 2019), the Company will continue to apply the new accounting policy under Accounting Standard for Fair Value Measurement. The adoption of this accounting standards has no impact on the financial statements. 3. Notes to accounting estimates (1) Recoverability of deferred tax assets a) Amount recorded in financial statements for the fiscal year ended March 31, 2022. Deferred tax assets: 189,108 thousand yen. (161,271 thousand yen after deducting deferred tax liabilities is on the financial statements.) b) Information about the content of material accounting estimates for the identified item. i) Calculation method of the financial statements for the fiscal year ended March 31, 2022 For temporary differences that will be deducted in the future, the Company determined the possibility of recovering deferred tax assets based on taxable income by future profitability and tax planning. The estimate of taxable income by future profitability based on actual results of the fiscal year ended March 31, 2022. the fiscal year ended March 31, 2022 ii) Main assumptions used for Calculation of the amount recorded in the financial statements for Estimates of taxable income are recorded by comprehensively considering the business plan and actual results for the current fiscal year based on the number of unique users and billing users of our media, the number of customers using our solutions, and the provided unit price per customer. iii) Impact on financial statements for the fiscal year ended March 31, 2023 The timing and amount of taxable income may be affected by changes in future economic trends, and if its actual timing and amount differ from estimates, there is a possibility to have a significant impact on the number of deferred tax assets recognized in the financial statements for the next and subsequent fiscal years. For this reason, the major assumption stated above (ii) is based on the best estimates, but the results can differ from the estimates because of future economic trends. (2) The valuation of securities without market price a) The amount on the financial statements for the fiscal year ended March 31, 2022 Investment securities 875,462 thousand yen b) The information of identified significant accounting estimates (i) Measurement of the amounts recorded on the financial statements for the fiscal year ended March 31, 2022 Securities without a market price are measured at cost using the moving average method. If a substantial price (net asset per value multiplied by the number of shares) is decreased by － 15 － 50%, an impairment loss is recognized unless there is evidence of recoverability. (ii) Major assumptions used for the measurement of the amounts recorded on the financial statements for the fiscal year ended March 31, 2022 The status of achievement of an investee’s business plan prepared at the time of investment is comprehensively in consideration. (iii) The effect of the recorded on the financial statements for the fiscal year ended March 31, 2023 If the results of the investee deteriorate from its business plan and there is not enough evidence of recoverability, financial results will be impacted due to the impairment of the investment. 4. Notes to Balance Sheet (1) Guarantee obligation companies Robot Fund Co., Ltd. Total Provide debt guarantees for loans from the financial institutions of the following affiliated (2) Monetary claims and liabilities to affiliated companies are as follows. (i) Short-term monetary claims (ii) Short-term monetary obligations 4,878 thousand yen 20,034 thousand yen 5. Notes to profit and loss statement （1） Transactions with subsidiaries and affiliates Transactions from business transactions Net sales Cost of sales Selling, general and administrative expenses （2） Gain on sales of securities 200,000 thousand yen 200,000 thousand yen 4,400 thousand yen 61,993 thousand yen 31,295 thousand yen Gain on sales of securities is the gain on sales of shares the Company held. （3） Loss on impairment a) Asset groups which recognized impairment loss Purpose Idle asset Asset class Software location Chiyoda-ku, Tokyo b) Reason of recognizing impairment loss The Company recognized impairment losses on the idle asset with respect to limited recoverability due to the review of its status. c) Amount of impairment loss Software Total d) Grouping method for assets 140 thousand yen 140 thousand yen The Company groups its assets based on the service classification as the smallest unit of cash flow generation. For common assets, an impairment loss is recognized on a larger basis, including common assets. e) Calculation method of asset recoverability The Company recognized no recoverability or zero amount for idle assets due to no planned future use. － 16 － TRANSLATION, For Your Reference Purpose Only 6. Notes to statements of changes in shareholders’ equity Type and number of treasury shares Number of shares at the Type of stock beginning of the current fiscal year Increase in the Decrease in the Number of shares number of shares number of shares at the end of the during the current during the current current fiscal fiscal year fiscal year year common stock (note) ― 23 ― 23 Note: The increase in treasury shares is due to a purchase of fractional shares. 7. Notes to tax effect accounting Deferred tax assets mainly consist of the deductible temporary difference caused by the tax depreciation. The deferred tax assets on the balance sheet is after the deduction of 7,865 thousand yen of valuation allowance and net of 27,837 of deferred tax liabilities. 8. Notes regarding transactions with related parties Subsidiaries: Attribution Name of company % of voting rights held Subsidiary Prop Tech plus Inc. Subsidiary Robot Fund Co., Ltd. Subsidiary MINKABU ASSET PARTNERS, Inc. Direct holding 90.32％ Direct holding 99.82％ Direct holding 100％ Relationship with the related party Content of transactions Transaction amount (Thousands of yen) Common Director Common Director Debt Guarantee Common Director Common Director Common Director Guarantee of borrowing (a) Common Director (cid:695) (cid:695) (cid:695) 200,000 Acquisition of shares Acquisition of shares (b) 100,000 (Thousands of yen) Items Balance as of March 31, 2022 (cid:695) (cid:695) (cid:695) (cid:695) (cid:695) (cid:695) (cid:695) (cid:695) (cid:695) (cid:695) Conditions of transactions and policies for determining the conditions: a) The Company provides a debt guarantee for the borrowing of Robot Fund Co., Ltd., a consolidated subsidiary. There is no guarantee fee or collateral. The transaction amount is the amount borrowed in the debt guarantee. b) The Company acquired shares due to the establishment of the subsidiary. 9. Notes to revenue recognition (1) Breakdown of revenue from contracts with customers (Thousands of yen) Reported segments Media business Solution business Advertising revenue Charged revenue Other media revenue Recurring revenue Upfront, one-time revenue Revenue from contracts with customers Other revenue Net sales to external customers 1,929,070 298,660 126,196 (cid:695) (cid:695) 2,353,927 (cid:695) 2,353,927 (cid:695) (cid:695) (cid:695) 1,328,383 621,717 Total 1,929,070 298,660 126,196 1,328,383 621,717 1,950,101 4,304,028 (cid:695) 1,950,101 (cid:695) 4,304,028 (2) Basic information on revenue from contracts Basic information on revenue from contracts is omitted since this is disclosed in 6. Notes to revenue recognition in Notes to Consolidated Financial Statements. (3) The information to understand the amounts of revenue for the fiscal year ended March 31, 2022 and for the next and subsequent fiscal years. Contract liabilities mainly consist of compensation received before fulfilling the performance obligation which are included in other current liabilities on the balance sheet. － 17 － The following table shows the receivables from the contracts from the customers and contract liabilities. As of March 31, 2022 (Thousands of yen) Receivables from the contracts from the customers Contract liabilities 930,752 24,293 There is no material amount in contract liabilities at the beginning of this fiscal year which is recognized as revenue for the fiscal year ended March 2022. And there is no material amount in revenue recognized from the performance obligation fulfilled in the previous fiscal years for the fiscal year ended March 2022. 10. Notes to per share information Net assets per share Net income per share (Basis for calculation) 524.61 yen 45.02 yen Net income Amount not attributable to common shareholders Net income on common share Average number of common shares outstanding 662,974 thousand yen None 662,974 thousand yen 14,725,769 shares 11. Significant Subsequent Events (Business combination by corporate acquisition) On April 11, the Company entered into an investment agreement with BANQ Inc. (Head office: Minato-ku, Tokyo; Representative: Munetaka Takahashi, hereinafter “BANQ”) with respect to BANQ’s incorporation-type company split of its NFT division and the Company acquires majority of the total voting rights of shares issued by new company, WEB3 WALLET, Inc. through the underwriting of the third-party allotment of new shares, thereby making the company as a consolidated subsidiary. And WEB3 WALLET, Inc. was renamed to MINKABU WEB3 WALLET, Inc. in accordance with the resolution of shareholders’ meeting of WEB3 WALLET on May 1, 2022. 1. Overview of the business combination (1) Name of the acquired company and its business Company Name: WEB3 WALLET, Inc. Business: NFT Marketplace Business, ABC (Activity Based Certificates) (2) The main reason of the business combination Web3 is a network based on decentralized blockchain technology. Unlike Web 2.0, where information was centralized in a specific company or government, ownership of information belongs to individuals. User information that was previously limited to specific companies will be converted to NFT and managed by users in their own wallets, enabling a UX where users can receive various benefits not limited to specific companies. In addition, user information can be smoothly utilized in the fields of metaverse and e-sports by linking user information. As companies adapt to the Web3, information on loyal customers which used to be tied to specific companies and organizations, can now belong to individuals and be utilized across companies and organizational boundaries. This makes it possible to develop services based on information on loyal customers shared among multiple companies and organizations. Based on Minkabu’s mission of “providing a mechanism that embodies the value of information,” we will help companies, organizations, and public institutions respond to the Web3 by uncovering information assets that have been buried within certain companies and creating new value. We made MINKABU WEB3 WALLET, Inc. a consolidated subsidiary to expand our business by leveraging Web3. (3) Date of the business combination May 1, 2022 (4) Legal form of the business combination Acquisition with a cash consideration (5) Name of the subsidiary after the business combination MINKABU WEB3 WALLET, Inc. (6) Rate of voting rights acquired 51.2% (7) Basis for determining the acquiring company Acquisition of an equity stake through a cash consideration. 2. Acquisition cost of the acquired company and breakdown by type of consideration Payment for the acquisition (Cash): 199,999 thousand yen Acquisition cost: 199,999 thousand yen 3. Details of major acquisition-related costs Not determined at this point of time. 4. Goodwill generated by acquisition, reason, amortization method and period － 18 － TRANSLATION, For Your Reference Purpose Only Not determined at this point of time. Not determined at this point of time. 5. Breakdown of assets acquired, and liabilities assumed on the acquisition date － 19 －
