Translation

Notice: This document is a translation of the original Japanese document and is only for reference purposes. In the event of any discrepancy between this translated document and the original Japanese document, the latter shall prevail.

Consolidated Financial Results

for the Nine Months Ended December 31, 2021

(Based on Japanese GAAP)

February 14, 2022

Company name:

INFRONEER Holdings Inc.

Stock exchange listing:

Tokyo

Stock code:

5076

URL

https://www.infroneer.com

Representative:

Representative Executive Officer and

Kazunari Kibe

President

Inquiries:

General Manager of Financial Strategy

Kazutaka Deguchi

TEL 03-6380-8253

Scheduled date to file Quarterly Securities Report:

February 14, 2022

Scheduled date to commence dividend payments:

-

Preparation of supplementary material on quarterly financial results:

No

Holding of quarterly financial results meeting:

Yes (for institutional investors and analysts)

(Amounts less than one million yen are rounded down)

1. Consolidated financial results for the nine months ended December 31, 2021 (from April 1, 2021 to December 31, 2021)

(1) Consolidated operating results (cumulative)

Percentages indicate year-on-year changes

Net sales

Operating profit

Ordinary profit

Profit attributable to

owners of parent

Millions of yen

%

Millions of yen

%

Millions of yen

%

Millions of yen

%

Nine months ended December 31, 2021

482,288

-

17,557

-

17,980

-

10,703

-

Nine months ended December 31, 2020

-

-

-

-

-

-

-

-

(Note) Comprehensive income:

Nine months ended December 31, 2021: ¥1,089 million [-%]

Nine months ended December 31, 2020: ¥- million [-%]

Earnings per share

Diluted earnings per share

Yen

Yen

Nine months ended December 31, 2021

37.59

-

Nine months ended December 31, 2020

-

-

(Notes) 1. The Company was established by joint share transfer on October 1, 2021; therefore, there are no year-on-year quarterly results.

  1. 2. The "Accounting Standard for Revenue Recognition" (Accounting Standards Board of Japan (ASBJ) Statement No. 29, March 31, 2020), etc., has been applied from the beginning of the first quarter of the fiscal year ending March 31, 2022 of Maeda Corporation, the former parent company, which has become a wholly-owned subsidiary of the Company resulting from the share transfer, and figures for the nine months ended December 31, 2021 are based on the application of this Accounting Standard, etc.

  2. Consolidated financial position

Total assets

Net assets

Equity ratio

Millions of yen

Millions of yen

%

As of December 31, 2021

924,451

357,254

37.7

As of March 31, 2021

-

-

-

(Reference) Equity: As of December 31, 2021: ¥348,296 million As of March 31, 2021: ¥- million

(Notes) 1. The Company was established by joint share transfer on October 1, 2021; therefore, there are no year-on-year quarterly results.

2. The "Accounting Standard for Revenue Recognition" (Accounting Standards Board of Japan (ASBJ) Statement No. 29, March 31, 2020), etc., has been applied from the beginning of the first quarter of the fiscal year ending March 31, 2022 of Maeda Corporation, the former parent company, which has become a wholly-owned subsidiary of the Company resulting from the share transfer, and figures as of December 31, 2021, are based on the application of this Accounting Standard, etc.

1

2. Cash dividends

Annual dividends per share

1st quarter-end

2nd quarter-end

3rd quarter-end

Fiscal year-end

Total

Yen

Yen

Yen

Yen

Yen

Fiscal year ended March 31, 2021

-

-

-

-

-

Fiscal year ending March 31, 2022

-

-

-

Fiscal year ending March 31, 2022

40.00

40.00

(Forecast)

(Notes) 1. Revision to the forecast of dividends announced most recently: Yes

2. The Company was established by joint share transfer on October 1, 2021; therefore, there are no results for the preceding period or through the six months ended September 30, 2021.

3. Forecast of consolidated financial results for the fiscal year ending March 31, 2022 (from April 1, 2021 to March 31, 2022)

Percentages indicate year-on-year changes

Net sales

Operating profit

Ordinary profit

Profit attributable to

Earnings per share

owners of parent

Millions of yen

%

Millions of yen

%

Millions of yen

%

Millions of yen

%

Yen

Full year

710,000

-

40,000

-

39,700

-

25,400

-

87.49

(Note) Revision to the forecast of consolidated financial results announced most recently: No

  • Notes
    1. Changes in significant subsidiaries during the nine months ended December 31, 2021 (changes in specified subsidiaries resulting in the change in scope of consolidation):
    2. Application of special accounting methods for preparing quarterly consolidated financial statements:

No

No

(3) Changes in accounting policies, changes in accounting estimates, and restatement of prior period financial statements

1)

Changes in accounting policies due to revisions to accounting standards and other regulations:

Yes

2)

Changes in accounting policies due to other reasons:

No

3)

Changes in accounting estimates:

No

4)

Restatement of prior period financial statements:

No

(Note) Please refer to "2. Quarterly Consolidated Financial Statements and Primary Notes (3) Notes to Quarterly Consolidated Financial Statements (Changes in accounting policies)" on page 11 for details.

  1. Number of issued shares (common shares)
    1. Total number of issued shares at the end of the period (including treasury shares)

As of December 31, 2021

291,070,502

shares

As of March 31, 2021

-

shares

2)

Number of treasury shares at the end of the period

As of December 31, 2021

11,305,691

shares

As of March 31, 2021

-

shares

3)

Average number of shares during the period (cumulative from the beginning of the fiscal year)

Nine months ended December 31, 2021

284,753,178

shares

Nine months ended December 31, 2020

- shares

(Notes) 1. The Company's shares held by the Stock Benefit Trust Disposition-type Employee Stock Ownership Plan Trust are included in the number of treasury shares deducted in the calculation of the average number of shares during the period (23,860 shares at the end of the nine months ended December 31, 2021).

2. The Company's shares held by Board Benefit Trust (BBT) are included in the number of treasury shares at the end of the period (657,500 shares at the end of the nine months ended December 31, 2021). The Company's shares held by Board Benefit Trust (BBT) are included in the number of treasury shares deducted in the calculation of the average number of shares during the period (657,500 shares at the end of the nine months ended December 31, 2021).

* These quarterly financial results are outside the scope of quarterly review by certified public accountants or audit corporations.

2

  • Explanation of the proper use of performance forecast and other notes
    • The above forecasts are based on assumptions in light of information available as of the date of announcement of this material and factors of uncertainty that may possibly impact the future results of operation. These statements do not indicate that the Company pledges to realize these forecast. Actual results may differ significantly from those presented herein as a result of numerous factors.
    • The Company was established on October 1, 2021, as a wholly-owning parent company of Maeda Corporation, Maeda Road Construction Co., Ltd. (hereinafter "Maeda Road") and Maeda Seisakusho Co., Ltd. (hereinafter "Maeda Seisakusho") by means of a joint share transfer. Prior to the business integration, Maeda Road and Maeda Seisakusho were consolidated subsidiaries of Maeda Corporation, and as there has been no substantial change in the scope of consolidation of the Company due to the integration, the business results of the Company will be calculated based on full-year consolidated business results of the former Maeda Corporation.
    • The current quarterly consolidated accounting period is the Company's first quarterly consolidated accounting period, but it has been recorded as the nine months ended December 31, 2021.

3

  • Table of Contents

1. Qualitative Information on Quarterly Financial Results .............................................................................................

5

(1) Explanation of Operating Results............................................................................................................................

5

(2) Explanation of Financial Position............................................................................................................................

6

(3) Explanation of Consolidated Financial Results Forecast and Other Forward-Looking Information ......................

6

2. Quarterly Consolidated Financial Statements and Primary Notes ..............................................................................

7

(1)

Quarterly Consolidated Balance Sheet....................................................................................................................

7

(2)

Quarterly Consolidated Statement of Income and Comprehensive Income ...........................................................

9

(3)

Notes to Quarterly Consolidated Financial Statements.........................................................................................

11

(Notes on going concern assumption) .............................................................................................................

11

(Notes in the case of significant changes in amount of shareholders' equity).................................................

11

(Additional information) .................................................................................................................................

11

(Changes in accounting policies).....................................................................................................................

11

(Segment information) ....................................................................................................................................

13

(Business combination) ...................................................................................................................................

14

(Significant subsequent event) ........................................................................................................................

15

3. Supplementary Information.......................................................................................................................................

16

(1)

(Building Construction Segment) Classified by Public and Private: Orders Received, Net Sales and Backlog ..

16

(2)

(Civil Engineering Segment) Classified by Public and Private: Orders Received, Net Sales and Backlog .........

16

(3)

(Road Civil Engineering Segment) Classified by Type: Orders Received, Net Sales and Backlog .....................

17

(4)

Summary of Forecast of Consolidated Financial Results .....................................................................................

18

(Reference) Maeda Corporation: Supplementary Information .................................................................................

19

4

1. Qualitative Information on Quarterly Financial Results

The Company was established on October 1, 2021, as a wholly-owning parent company of Maeda Corporation, Maeda Road Construction Co., Ltd. (hereinafter "Maeda Road") and Maeda Seisakusho Co., Ltd. (hereinafter "Maeda Seisakusho") by means of a joint share transfer. Prior to the business integration, Maeda Road and Maeda Seisakusho were consolidated subsidiaries of Maeda Corporation, and there has been no substantial change in the scope of consolidation of the Company due to the integration. However, as the current nine months ended December 31, 2021 are the first quarterly consolidated accounting period since the establishment of the Company, no comparison with the previous consolidated fiscal year or the nine months ended December 31, 2020 has been done.

(1) Explanation of Operating Results

During the nine months ended December 31, 2021, the Japanese economy continued to face difficult conditions due to an uncertain future because of concern over the spread of the novel coronavirus infection (COVID-19) due to variants, although it showed signs of recovery owing to the relaxation of restrictions placed on socioeconomic activities due to the effect of the spread of COVID-19 worldwide, thanks to vaccinations and various policies.

In the construction industry, although public investment remained at high levels due to the execution of related budgets, the area weakened, and a standstill was seen in signs of recovery shown for housing construction and capital investment.

Under these circumstances, the Company was established on October 1, 2021, as a wholly-owning parent company of the three companies of Maeda Corporation, Maeda Road, and Maeda Seisakusho by means of a joint share transfer. With the objective of the entire group achieving growth under the Company, the Company will strive to be a "company trusted by all stakeholders" by determining to aim for the mid- to long-term state of being an "integrated infrastructure service company," establishing a "highly profitable and stable revenue base" without being influenced by external factors, operating expeditiously and appropriately, such as by building an effective governance structure and promoting digital transformation, and strengthening the ability to deal with social changes.

In addition, the Company received the results of the initial assessment regarding the new market segments from the Tokyo Stock Exchange, Inc. on October 1, 2021 and confirmed that it meets the listing criteria for the Prime Market.

Based on these results, the Company resolved at the Board of Directors' Meeting held on December 16, 2021 to select the Prime Market in the new market segments of the Tokyo Stock Exchange, Inc., to which transition is scheduled on April 4, 2022, applied for selection in accordance with the prescribed procedure, and has been accepted.

For the nine months ended December 31, 2021, net sales were about ¥482.2 billion. For profit and loss, operating profit was about ¥17.5 billion, ordinary profit was about ¥17.9 billion, and profit attributable to owners of parent was about ¥10.7 billion.

The "Accounting Standard for Revenue Recognition" (ASBJ Statement No. 29, March 31, 2020), etc., has been applied from the beginning of the first quarter of the fiscal year ending March 31, 2022 of Maeda Corporation, the former parent company, which has become a wholly-owned subsidiary of the Company resulting from the share transfer. Please refer to "2. Quarterly Consolidated Financial Statements and Primary Notes (3) Notes to Quarterly Consolidated Financial Statements (Changes in accounting policies)" for details.

Performance results by business segment are as follows. [Building Construction]

Although the amount for work-on-hand construction contracts remained steady in the building construction due to orders such as for large-scale construction of indoor sports facilities, and orders from the previous period such as large-scale construction of redevelopments, regarding construction work in Japan, net sales were about ¥152.5 billion and segment profit was about ¥2.6 billion because volume showed little growth in the period due to the starting period of construction.

[Civil Engineering]

Net sales were about ¥99.2 billion, and segment profit was about ¥8.8 billion in civil engineering due to factors such as a decrease in large-scale completed construction contracts and cancellation of work-on-hand construction contracts from the beginning of the period.

[Road Civil Engineering]

Although construction work pertaining to pavement construction, etc., and production and sales of asphalt mixture, etc., remained strong in road civil engineering, net sales were about ¥167.2 billion and segment profit was about ¥1.2 billion due to a rise in the cost of sales accompanying a steep rise in oil prices because of sustainment of a coordinated production cut policy in oil-producing countries.

[Machinery]

5

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Infroneer Holdings Inc. published this content on 16 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 February 2022 06:13:04 UTC.