EX-99.3 4 ex99-3.htm EX-99.3

 

Exhibit 99.3

 

Key Financial Performance Indicators

 

Revenue

 

Our revenue is primarily derived from real estate business including condominium renovation, and real estate development, and hotel management and accommodation business.

 

Occupancy rate

 

The occupancy rate is calculated by dividing the number of rooms utilized by the total number of rooms available. The Company utilizes revenue per available room as a key performance indicator.

 

Average daily rate

 

The average daily rate is calculated by dividing the total sales by the number of rooms utilized. We set the hotel room rates based on a number of factors, including local market conditions with reference to room rates set by competitors, recent occupancy rates, and seasonal occupancy fluctuations.

 

Cost of revenue

 

Our cost of revenue is primarily comprised of the costs to purchase units, construction costs, and capitalized interests.

 

Gross profit and gross profit margin

 

Gross profit is the difference between our revenue and cost of sales. Gross profit margin is the profit expressed as a percentage of revenue.

 

Selling, general and administrative expenses

 

Selling, general and administrative expenses are primarily comprised of personnel costs for general corporate functions and sales and marketing staff, brokerage fees, advertising expenses, taxes and dues, and outsourcing fees.

 

Operating profit and operating profit margin

 

Operating profit is the difference between our revenue and cost of revenue and selling, general and administrative expenses. Operating profit margin is the profit margin as a percentage of revenues.

 

Other income (expenses)

 

Other income (expense) is comprised of interest expenses and other income (expenses), in which, from time to time, we have non-recurring, non-operating gains and losses that are reflected through other income (expense).

 

 

 

 

A. Operating Results

 

Results of Operations

 

Comparison of Results of Operations for the Six Months Ended September 30, 2025 and 2024

 

The following table sets forth our statements of operations for the six months ended September 30, 2025 and 2024:

 

(in thousands, except change % data)  Six Months Ended September 30,   Change (2025 vs 2024) 
   2025($)   2025(¥)   2024(¥)   ¥   YoY % 
Revenue:                         
Real estate   64,190    9,498,243    9,627,373    (129,130)   -1.3%
Hotel   4,340    642,236    579,914    62,322    10.7%
Others   1,243    183,909    311,181    (127,272)   -40.9%
Total revenue   69,773    10,324,388    10,518,468    (194,080)   -1.8%
Cost of revenues   (54,936)   (8,128,849)   (8,768,666)   639,817    -7.3%
Gross profit   14,837    2,195,539    1,749,802    445,737    25.5%
Selling, general and administrative expenses   (8,863)   (1,311,386)   (1,077,092)   (234,294)   21.8%
Operating income   5,974    884,153    672,710    211,443    31.4%
Interest expenses   (853)   (126,237)   (109,535)   (16,702)   15.2%
Other income, net   36    5,301    5,871    (570)   -9.7%
Net income before tax   5,157    763,217    569,046    194,171    34.1%
Income tax expense   (1,817)   (268,798)   (199,891)   (68,907)   34.5%
Net income   3,340    494,419    369,155    125,264    33.9%
                          
Occupancy rate        70.8%   68.2%   2.6%   3.9%
                          
Average daily rate        21,377    19,573    1,804    9.2%

 

Revenues

 

Revenues decreased by JPY120,130 thousand or 1.3% year-over-year to JPY10,324,388 thousand ($69,773 thousand) in the six months ended September 30, 2025 from JPY10,518,468 thousand in the six months ended September 30, 2024. The decrease was primarily driven by the following factors:

 

Revenue from real estate decreased by JPY129,130 thousand, mainly due to the decrease in the number of units sold. 22 units were sold in the renovated condominium in the six months ended September 30, 2025, compared 30 units sold in the six months ended September 30, 2024. The decrease in sales of renovated condominium was partially offset by an increase in sales of real estate development primarily due to the sales of new projects completed in the six months ended September 30, 2025.
   
Revenue from hotel accommodation services increased by JPY62,322 thousand, mainly due to the higher occupancy rates which increased from 68.2% in the six months ended September 30, 2024 to 70.8% in the six months ended September 30, 2025, and the higher average daily rates which increased from JPY19 thousand (approximately $130) in the six months ended September 30, 2024 to JPY21 thousand (approximately $140) in the six months ended September 30, 2025.

 

 

 

 

Cost of Revenues

 

Cost of revenues decreased by JPY639,817 thousand or 7.3% year-over-year to JPY8,128,849 thousand ($54,936 thousand), which reflects the lower direct costs associated with the lower revenue during the six months ended September 30, 2025.

 

Gross Profit and Gross Profit Margin

 

Gross profit was JPY2,195,539 thousand ($14,837 thousand) during the six months ended September 30, 2025, compared to JPY1,749,802 thousand during the six months ended September 30, 2024. Gross profit margin was 21.3% during the six months ended September 30, 2025, compared to 16.6% during the six months ended September 30, 2024.

 

Selling, General and Administrative Expenses (“SG&A expenses”)

 

SG&A expenses increased by JPY234,294 thousand or 21.8% year-over-year to JPY1,311,386 thousand ($8,863 thousand), primarily due to:

 

The increase in outsourcing fee an increase company related expense due to being a public entity which was not the case during the same period last year.
   
The increase in stock-based compensation expenses as we granted a new performance-based equity program using Performance Share Units during the six months ended September 30, 2025.
   
The increase in directors’ remuneration due to the appointment of new directors and an increase in the average number of directors during the six months ended September 30, 2025, compared to the average number during the six months ended September 30, 2024.

 

Interest expenses

 

Interest expenses increased by JPY16,702 thousand or 15.2% year-over-year from JPY109,535 thousand to JPY126,237 thousand ($853 thousand), resulted from the higher average loan balance during the six months ended September 30, 2025.

 

Other Income, net

 

Other income was JPY5,301 thousand ($36 thousand) during the six months ended September 30, 2025 compared to JPY5,871 thousand during the six months ended September 30, 2024 and remained relatively at the same level.

 

Net Income

 

As a result of the foregoing, the net income was JPY494,419 thousand ($3,340 thousand) during the six months ended September 30, 2025, compared to JPY369,155 thousand during the six months ended September 30, 2024.

 

 

 

 

B. Liquidity and Capital Resources

 

Cash Flows/Liquidity

 

Cash flows for the six months ended September 30, 2025 and 2024

 

As of September 30, 2025 and March 31, 2025, we had cash of JPY1,161,203 thousand ($7,848 thousand) and JPY2,120,515 thousand, respectively. Liquidity is a measure of our ability to meet potential cash requirements. We generally funded our operations with cash flow from operations and, when needed, borrowing from financial institutions. We expect that our working capital will be sufficient to fund our operating expenses and cash obligations for at least the next 12 months, although our ability to continue as a going concern depends upon our ability to attract and retain revenue generating customers, acquire new customer contracts, and secure additional financing. In the long-term, or beyond the next 12 months, we plan to finance our operations primarily through cash from operating activities, borrowing from financial institutions, private placement of capital stock, and/or other available equity financings, depending upon market conditions, among other considerations. We have no other material unused source of liquidity.

 

(in thousands)  Six Months Ended
September 30, 2025
   Six Months Ended September 30, 2024 
   (US$)   (JPY)   (JPY) 
Cash flows from operating activities:               
Net income   3,341    494,419    369,155 
Depreciation and amortization   289    42,794    50,249 
Amortization of debt issuance costs   218    32,222    34,665 
Stock-based compensation expenses   275    40,649    - 
Deferred income taxes   160    23,644    95,736 
Provision of allowance for credit losses   (61)   (9,004)   - 
Changes in operating assets and liabilities:   -           
Decrease in trade notes and accounts receivable, net   276    40,783    51,518 
(Increase) decrease in inventories, net   (9,624)   (1,424,090)   1,339,815 
(Increase) decrease in consumption taxes receivable   (890)   (131,631)   22,899 
(Increase) decrease in prepaid expenses   (1,319)   (195,177)   12,795 
(Increase) in advances to vendors   (63)   (9,313)   (42,793)
Decrease (increase) in leasehold and guarantee deposits   479    70,831    (7,875)
(Increase) decrease in long-term prepaid expenses   (2,745)   (406,129)   125 
Increase in accounts payables   257    38,018    943 
Increase (decrease) in accrued expenses   243    35,893    (100,303)
Increase in income taxes payable   49    7,196    42,200 
(Decrease) in contract liabilities   (1,085)   (160,601)   (59,719)
Increase in deposits received   194    28,773    12,060 
Other, net   (405)   (59,989)   71,689 
Net cash flows (used in) provided by operating activities   (10,411)   (1,540,712)   1,893,159 
                
Cash flows from investing activities:               
Purchase of short-term investments   (203)   (30,064)   (118,000)
Proceeds from sales of short-term investments   378    55,880    73,800 
Purchases of property, plant and equipment, net   (707)   (104,682)   (32,745)
Purchases of software   (17)   (2,584)   (15,963)
Purchases of long-term investments   -    -    (270,000)
Purchases of investments in capital   (22)   (3,270)   (1,220)
Other, net   -    -    (77)
Net cash flows used in investing activities   (571)   (84,720)   (364,205)
                
Cash flows from financing activities:               
(Decrease) increase in short-term borrowings, net   (140)   (20,681)   127,254 
Borrowings from long-term loans   48,528    7,180,708    4,633,208 
Repayments for long-term loans   (40,756)   (6,030,730)   (6,728,724)
Proceeds from issuance of bonds   338    50,000    - 
Redemption of bonds   (193)   (28,620)   (24,640)
Payments for finance leases   (28)   (4,216)   (4,148)
Payment for debt issuance costs   (463)   (68,504)   (15,304)
Payments for dividends   (532)   (78,703)     
Payments of listing expenses   (2,243)   (331,966)   (100,180)
Net cash flows provided by (used in) financing activities   4,511    667,288    (2,112,534)
Effect of exchange rate changes on cash, cash equivalents and restricted cash   (8)   (1,168)   2,830 
Net (decrease) in cash and cash equivalents   (6,479)   (959,312)   (580,750)
Cash and cash equivalents at the beginning of period   14,331    2,120,515    1,218,241 
Cash and cash equivalents at the end of period   7,848    1,161,203    637,491 
                
SUPPLEMENTAL CASH FLOW INFORMATION:               
Cash paid for interest   1,888    279,310    255,293 
Cash paid for taxes   1,762    260,665    67,666 
Cash refund for taxes   6    884    3,348 

 

 

 

 

Operating Activities

 

Net cash used in operating activities decreased from the cash inflow of JPY1,893,159 thousand during the six months ended September 30, 2024 to the cash outflow of JPY1,540,712 thousand ($10,411 thousand) during the six months ended September 30, 2025. The decrease was primarily due to the increase in inventories and long-term prepaid expenses in the six months ended September 30, 2025.

 

Investing Activities

 

Net cash used in investing activities decreased from the cash outflow of JPY364,205 thousand during the six months ended September 2024 to the cash outflow of JPY84,720 thousand ($571 thousand) during the six months ended September 30, 2025. The decrease was primarily due to the long-term investment we acquired in the six months ended September 30, 2024 which was a non-recurring activity and did not happen in the six months ended September 30, 2025.

 

Financing Activities

 

Net cash provided by financing activity increased from the cash outflow of JPY2,112,534 thousand during the six months ended September 30, 2024 to the cash outflow of JPY667,288 thousand ($4,511 thousand) during the six months ended September 30, 2025, mainly due to the increase in borrowing from long-term loans.