Note:

Please note that this document is a Japanese-English translation of the summary of the official announcement inJapanese “Kessan Tanshin” for reference purposes only.

Summary of Consolidated Financial Results
for the Fiscal Year Ended September 30, 2021〔Based on Japanese GAAP〕

November 12, 2021
Open House Co., Ltd.
Tokyo Stock Exchange, First section
3288
https://openhouse-group.co.jp/ir
Masaaki Arai, President and CEO
December 22, 2021
December 23, 2021
December 23, 2021
Yes
Yes （for institutional investors and analysts, in Japanese)

Company name:
Stock exchange listings:
Code Number:
URL:
Representative:
Scheduled date of annual general meeting of shareholders :Scheduled date of dividends:
Scheduled date of annual securities report filing:
Supplementary materials for financial results:
Results briefing meeting :(Million yen, rounded down)

1.

Consolidated Financial Results for the fiscal year ended September 30, 2021
(October 1, 2020 to September 30, 2021)(1) Consolidated operating results(% figures indicate year-on-year change)

Revenue
Million yen

Operating income%

Million yen

Profit attributable toowners of parent

Ordinary income%

Million yen%

Million yen%

FY 2021810,540
40.7
101,103
62.7
97,59026.2
69,582
FY 2020575,951
6.6
62,1297.5
77,35740.8
59,491(Note) Comprehensive income: FY 2021 ¥ 74,483 million ( 26.6%)
FY2020 ¥ 58,812 million ( 52.6%)

EPS

Diluted EPSYen

FY 2021552.40FY 2020525.36(Reference) Equity in earnings of affiliates:
FY 2021(2) Consolidated Financial Position
Total assets
September 30, 2021
September 30, 2020
(Reference) Shareholders’ equity:

Million yen

FY 2021
FY 2020

Yen

Million yen

50,123
48,793Operating income
MarginROA%%

550.41522.37¥ 1,395 million

26.4
13.5
32.1
15.2
FY2020¥ 17,786 million

Net assets

Equity ratio

879,913569,038
As of September 30, 2021:
As of September 30, 2020:(3) Consolidated Cash Flows
Cash flows fromoperating activities

ROE

Million yen

347,143
233,695¥ 293,809 million¥ 233,477 million

Cash flows frominvesting activities
Million yen

23,541(24,054)

17.0
51.0

%

12.5
10.8

Net assets per share
%

33.4
41.0

Cash flows fromfinancing activities
Million yen

40,58859,430Yen

2,329.72
1,855.66

Cash and cash
equivalents at FY end
Million yen

334,506
219,218

Open House Co., Ltd. (3288)

1|

2.

Dividends
Annual dividends per share
1Q-end2Q-end3Q-endYear-end

Total

Yen
―
―
―

Yen
40.00
50.00
62.00

Yen
―
―
―

Yen
40.00
62.00
62.00

Yen
80.00
112.00124.00FY 2020
FY 2021
FY 2022(Forecast)3.

Dividend on
Total dividends Payout ratio
equity(Consolidated)(Annual)(Consolidated)
Million yen
9,459
14,116

Forecast of Consolidated Operating Results for FY2022(October 1, 2021 to September 30, 2022)
Revenue

%
15.2
20.3
21.7

%
5.2
5.4

(% figures indicate year-on-year change)

Operating income

Ordinary income

Profit attributable toowners of parent

Million yen%

Million yen%

Million yen

%

Yen

EPS

Million yen%

2Q (Cumulative)

446,700

22.7

56,90036.7

55,80037.1

35,9009.6

284.66

Full year

920,000

13.5

112,000

10.8

108,900

11.6

72,0003.5

570.91*Notes:(1) Significant changes in consolidated subsidiaries during the period(Changes in specific subsidiaries resulting in a change in the scope of consolidation):

Yes

New: 1 (Pressance Corporation Co., Ltd.)(2) Changes in accounting policies, changes of accounting estimates, and revisions and restatementsⅰ) Changes in accounting policies in accordance with changes in accounting principles: Noneⅱ) Changes in accounting policies other than the above:Yesⅲ) Changes in accounting estimates:

Noneⅳ) Revisions and restatements:

None(3) Number of shares issued and outstanding (common stock)ⅰ) Number of shares issued at period-end (including treasury shares)
September 30, 2021:

126,117,000 shares

September 30, 2020:

125,819,100 shares

September 30, 2020:

41 shares

September 30, 2020:

113,240,260 sharesⅱ) Treasury shares at period-end
September 30, 2021:

3,441 sharesⅲ) Average number of shares issued
September 30, 2021:

125,963,671 sharesOpen House Co., Ltd. (3288)

2|

[Reference] Non-Consolidated Financial Results for the fiscal year ended September 30, 2021
(October 1, 2020 to September 30, 2021)(1) Non-Consolidated Operating Results
Operating revenue
FY 2021
FY 2020

Million yen(% figures indicate year-on-year change)

Operating income%

17,835
12,960

37.6
4.6

EPS
FY 2021
FY 2020

Ordinary income
%

2,699
227

Million yen―(73.4)Net income%

35,57925,49539.6
64.0

Million yen%

35,08825,53937.4
61.0

Diluted EPS
Yen

Yen

278.56225.54(2) Non-Consolidated Financial Position
Total assets
September 30, 2021
September 30, 2020
(Reference) Shareholders’ equity:

Million yen

Million yen

277.56224.25

Net assets

233,936
157,755
As of September 30, 2021:
As of September 30, 2020:

Million yen

120,879
96,835¥ 120,767 million¥ 96,617 million

Equity ratio

Net assets per share
%

51.6
61.2

Yen

957.61
767.91*This summary of financial statements is exempt from audit procedures required by Financial Instruments and Exchange Act.
* Notes regarding forward-looking statements:
Consolidated business forecasts are based on assumptions from information available to management at the time of
disclosure and those deemed to be reasonable.
Actual results may differ significantly from forecast due to various unpredictable reasons.

Open House Co., Ltd. (3288)

3|

Consolidated Financial Statements1）Consolidated Balance Sheets(Million yen)
FY 2020(as of September 30, 2020)

FY 2021(as of September 30, 2021)

Cash and cash equivalents

219,227

337,731

Trade accounts receivable

620

1,929

Real estate for sale64,37290,402

Real estate for sale in process

172,914337,726

Operating loans

37,46336,878Other

12,787

26,421

Allowance for doubtful accounts

(262)

(362)

507,123

830,727

AssetsCurrent assets

Total current assets
Fixed asset
Tangible fixed assets
Buildings and structures
Accumulated depreciation

4,430(1,578)*3

Buildings and structures, net

5,815
*3

2,851

Real estate for rent

(2,079)3,735
15,479―

Accumulated depreciation―

Real estate for rent, net―

14,454

Land

1,778

2,418

Other

1,258

1,913

Accumulated depreciation*3

Other, net
Total tangible fixed assets
Intangible fixed assets

(877)

*3

*3

(1,025)(1,223)

381

689

5,010

21,197

3,080

3,031

Investments and other assets
Investment securities*1

47,255*1

13,171

Deferred tax assets

3,032

6,272

Other

3,529

5,430

Allowance for doubtful accounts

(18)

(18)

Total investments and other assets

53,79824,856

61,89049,185

Bond issuance cost

24―

Total deferred assets

24―

569,038

879,913

Total fixed assets
Deferred assets

Total assets

Open House Co., Ltd. (3288)

4|

(Million yen)

FY 2020(as of September 30, 2020)

FY 2021(as of September 30, 2021)

Notes payable-trade

4,831

1,166

Trade accounts payable

17,52520,850―

4,713

Liabilities
Current liabilities

Electronically recorded obligations
Short-term loans payable*4

103,930

Current portion of bonds

*4

242

Current portion of long-term loans payable

*5

8,912

104,684242*557,142

Income taxes payable

10,831

18,239Advances received

15,531

26,953

Guarantee deposits received

1,248

1,768

Provision for bonuses

2,773

3,655

998

1,039

9,889

15,781

176,713

256,237

Provision for warranties for completed construction
Other
Total current liabilities
Long-term liabilities
Bonds payable
Long-term loans payable

847
*5,*4

157,347

10,605*5,*4

264,502

Deferred tax liabilities―

121

Provision for share awards―

257

Net defined benefit liability

328

311

Asset retirement obligations

105

150

Other

―

583

158,628

276,532

335,342532,769

19,741

19,939Total long-term liabilities
Total liabilities
Net assets
Shareholders’ equity
Share capital
Capital surplus

28,87729,068Retained earnings

186,047

244,248

Treasury shares
Total shareholders’ equity

(0)

(0)

234,666

293,256

Other comprehensive income
Net unrealized holding gains/losses on securities

7

12

Foreign currency translation adjustment(1,195)

540

Accumulated other comprehensive income(1,188)552

Share acquisition rights

217

551

Non-controlling interests―

52,782

233,695

347,143

569,038

879,913

Total net assets
Total liabilities and net assets

Open House Co., Ltd. (3288)

5|2）Consolidated Statements of Income and Consolidated Statements of Comprehensive Income
Consolidated Statements of Income(Million yen)

FY2020(From October 1, 2019
to September 30, 2020)
Revenue
Cost of revenue

575,951*2

481,638*1

32,183Gross profit
Selling, general and administrative expenses
Operating income

FY2021(From October 1, 2020
to September 30, 2021)
810,540*2

94,312655,224
155,315*1

54,211

62,129101,10370

17

Non-operating income
Interest income
Dividends income

113House rent income

148

149

Gain on sales of investment securities

109―

Foreign exchange gains
Share of profit of entities accounted for using
equity method
Other

―

437

17,786

1,395

240

458

Total non-operating income

18,356

2,473

―

1,362

Interest expenses

2,298

3,118

Commission fee

224

869

Share issuance cost

327

―

Other

278

635

3,128

5,986

77,357

97,590Gain on bargain purchase―

15,475

Total extraordinary income―

15,475―

11,095Non-operating expenses
Loss on valuation of investment securities

Total non-operating expenses
Ordinary income
Extraordinary income

Extraordinary losses
Loss on step acquisitions
Total extraordinary losses―

11,095

Income before income taxes

77,357

101,970

Income taxes-current

18,421

29,843

Income taxes-deferred

(555)

(611)

Total income taxes

17,86529,232

Net income

59,49172,738―3,156

59,491

69,582

Profit attributable to non-controlling interests
Profit attributable to owners of parent

Open House Co., Ltd. (3288)

6|

Consolidated Statements of Comprehensive Income(Million yen)

FY2020(From October 1, 2019
to September 30, 2020)
Net income
Other comprehensive income
Valuation difference on available-for-sale securities
Foreign currency translation adjustment
Share of other comprehensive income of entities
accounted for using equity method
Total other comprehensive income

FY2021(From October 1, 2020
to September 30, 2021)

59,49172,738

(1)
(663)

9
1,731

(13)

3

(679)

1,744

58,812

74,483Comprehensive income attributable toshareholders’ of the parent

58,812

71,329Comprehensive income attributable tonon-controlling interests

―

3,153

Comprehensive income(Profit attributable to)Open House Co., Ltd. (3288)

7|3）Consolidated Statement of Changes in Equity
FY2020 (From October 1, 2019 to September 30, 2020)(Million yen)
Shareholders’ equity
Share capital
Balance at beginning of period

Capital surplus

Retained earnings

Treasury shares

Total shareholders’equity134,629(8,806)138,263

4,234

8,206

15,32915,32930,658

137

137

275

40

40

80

Changes in items during period
Issuance of new shares
Issuance of new shares (Exerciseof share acquisition rights)
Issuance of new shares (Issuanceof restricted shares)
Dividends of surplus(8,074)(8,074)

Profit attributable to owners ofparent59,49159,491

Purchase of treasury shares
Disposal of treasury shares
Net changes of items other thanshareholders’ equity
Total changes in items during
periodBalance at end of period

5,164

(0)

(0)

8,806

13,97015,507

20,671

51,417

8,806

96,402

19,741

28,877

186,047(0)234,666

Accumulated other comprehensive income

Balance at beginning of period

Valuationdifference on
available-for-salesecurities

Foreigncurrencytranslation
adjustment

8

(517)

Total accumulated Subscription
rights to Total net assets
othersharescomprehensive
income(508)

312

138,067

Changes in items during period
Issuance of new shares

30,658Issuance of new shares (Exerciseof share acquisition rights)
Issuance of new shares (Issuanceof restricted shares)

275
80

Dividends of surplus(8,074)

Profit attributable to owners ofparent59,491

Purchase of treasury shares(0)

Disposal of treasury shares

13,970Net changes of items other thanshareholders’ equity
Total changes in items during
periodBalance at end of period

(0)

(678)

(679)

(94)

(773)

(0)

(678)

(679)

(94)

95,628

7(1,195)(1,188)217

233,695

Open House Co., Ltd. (3288)

8|

FY2021 (From October 1, 2020 to September 30, 2021)(Million yen)
Shareholders’ equity
Share capital
Balance at beginning of period

Capital surplus

Retained earnings

Treasury shares

Total shareholders’equity186,047(0)234,666

19,741

28,877

151

151

302

46

46

93

Changes in items during period
Issuance of new shares (Exerciseof share acquisition rights)
Issuance of new shares (Issuanceof restricted shares)
Dividends of surplus(11,330)(11,330)

Profit attributable to owners ofparent69,582

69,582

Change in scope of consolidation

(50)

(50)

Capital increase of consolidated
subsidiaries
Net changes of items other thanshareholders’ equity
Total changes in items during
periodBalance at end of period

(7)

(7)

197

190

58,201―

58,59019,93929,068244,248(0)

293,256

Accumulated other comprehensive income

Balance at beginning of period

Valuationdifference on
available-for-salesecurities

Foreigncurrencytranslation
adjustment

7(1,195)

Total accumulated Subscription Non-controllingrights tootherinterest
sharescomprehensive
income(1,188)217―

Total net
assets

233,695

Changes in items during period
Issuance of new shares (Exerciseof share acquisition rights)
Issuance of new shares (Issuanceof restricted shares)

302
93

Dividends of surplus(11,330)

Profit attributable to owners ofparent69,582

Change in scope of consolidation(50)

Capital increase of consolidated
subsidiaries
Net changes of items other thanshareholders’ equity
Total changes in items during
period

4

1,736

1,741

333

52,78254,857

4

1,736

1,741

333

52,782

113,447

Balance at end of period

12

540

552

551

52,782

347,143(7)Open House Co., Ltd. (3288)

9|４）Consolidated Statements of Cash Flows（Millions of yen）

FY2020(From October 1, 2019
to September 30, 2020)

FY2021(From October 1, 2020
to September 30, 2021)

77,357
534
66
368
－
25

101,970
953
223
745
47
7

66

41

1
(109)
－

(16)
－
1,362

(17,786)(1,395)

Subtotal

－
－
(72)
18
2,298
6
327
(264)
12,516
1,186(8,539)
1,508
6
2,200
(156)
71,561

11,095(15,475)
(31)
(213)
3,118
24
－
(826)
(24,945)
2,036
585
5,682
284
(321)
(947)
84,007

Interest and dividend income received
Interest expenses paid
Income taxes paid

70
(2,244)(20,593)26(3,090)(30,819)

48,79350,123(1,310)
1,310
(617)
1
(138)
(2,010)2,544(22,973)(125)－(1,786)94(381)(7,644)
54
(403)

－

35,256

(582)
162
(440)

(1,688)254(87)(24,054)

23,541

Cash flows from operating activities
Income before income taxes
Depreciation and amortization
Share-based compensation expenses
Increase (Decrease) in provision for bonuses
Increase (decrease) in provision for share awards
Increase (Decrease) in allowance for doubtful accounts
Increase (Decrease) in provision for warranties for completed
construction
Increase (Decrease) in net defined benefit liability
Loss (gain) on sales of investment securities
Loss (gain) on valuation of investment securities
Share of (profit) loss of entities accounted for using equity
methodLoss (gain) on step acquisitions
Gain on bargain purchase
Interest and dividends income
Foreign exchange loss (gain)
Interest expense
Amortization of bond issuance cost
Share issuance cost
Decrease (increase) in trade receivables
Decrease (Increase) in inventories
Increase (decrease) in trade payables
Decrease (Increase) in operating loans
Increase (Decrease) in advances received
Increase (Decrease) in guarantee deposits received
Increase (Decrease) in deposits received
Other

Net cash provided by (used in) operating activities
Cash flows from investing activities
Payments into time deposits
Proceeds from withdrawal of time deposits
Purchase of tangible fixed assets
Proceeds from sales of tangible fixed assets
Purchase of intangible fixed assets
Purchase of investment securities
Proceeds from sales and redemption of investment securities
Purchase of shares of subsidiaries and associates
Proceeds from purchase of shares of subsidiaries resulting inchange in scope of consolidation
Payments of leasehold and guarantee deposits
Proceeds from collection of lease and guarantee deposits
Other
Net cash provided by (used in) investing activities

Open House Co., Ltd. (3288)

10 |（Millions of yen）

FY2020(From October 1, 2019
to September 30, 2020)

FY2021(From October 1, 2020
to September 30, 2021)

295,859(281,860)
134,341(125,029)－(372)
30,420175(0)13,970(8,074)－59,430(296)
83,872

275,146(280,633)
171,704(123,820)
9,957
(242)
－
193
－
－
(11,330)(338)
40,588809
115,063

135,345219,218－

224

Cash flows from financing activities
Proceeds from short-term loans payable
Decrease in short-term loans payable
Proceeds from long-term loans payable
Repayment of long-term loans payable
Proceeds from issuance of bonds
Redemption of bonds
Proceeds from issuance of shares
Proceeds from exercise of employee share options
Purchase of treasury shares
Proceeds from sales of treasury shares
Dividends paid
Dividends paid to non-controlling interests
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Increase (decrease) in cash and cash equivalents resulting fromchange in scope of consolidation
Cash and cash equivalents at end of period*

219,218*

334,506

Open House Co., Ltd. (3288)

11 |(Notes to Consolidated Balance Sheets)*1
The following items are related to unconsolidated subsidiaries and affiliates.
(Million yen)

FY 2020(as of September 30, 2020)
Other in Investments and other assets

FY 2021(as of September 30, 2021)

41,061

438

5,151

11,631

Investment securities(Stocks)
Other in Investments and other assets(Investments in capital)
2

Guarantee obligations(Million yen)

Debt guarantees for our customers’ housing loans

FY 2020(as of September 30, 2020)

FY 2021(as of September 30, 2021)

1,405

2,255

―

389

1,405

2,644

from financial institutions (until they have completed
registration of establishment of mortgage)
Guarantees of borrowings from financial institutions
by subsidiaries and affiliates
TOTAL

*3

The accumulated amount of impairment loss is included in the amount of accumulated depreciation.
(Million yen)

FY 2020(as of September 30, 2020)
Accumulated impairment loss
*4

FY 2021(as of September 30, 2021)

78

84

The Company and 4 consolidated subsidiaries (Open House Development Co., Ltd. and IB Net Co., Ltd., OpenHouse Architect Co., Ltd., Hawk One Corporation) have current account overdraft and commitment line agreements, thebalance of unexecuted loans as of the end of the fiscal year under review, based on these agreements, is as follows.
(Million yen)

FY 2020(as of September 30, 2020)

FY 2021(as of September 30, 2021)

Total loan commitment

170,880

141,700

Outstanding loans

98,61899,332

Balance of unexecuted loans

72,26142,367*5

Financial restraint clause
The Company and some of its consolidated subsidiaries concluded contracts for a syndicate loan payable and a termloan payable with financial institutions. The contract includes a financial restraint clause with criteria set by certain
indicators that are computed based on the consolidated balance sheet, income statements, etc.

Open House Co., Ltd. (3288)

12 |(Notes to Consolidated Statements of Income)*1
Selling, general and administrative expenses account includes the following major items and amounts
FY2020(From October 1, 2019
to September 30, 2020)
Directors' compensations(Million yen)
FY2021(From October 1, 2020
to September 30, 2021)

837

1,336

5,951

9,984

Provision for bonuses

946

1,457

Provision of allowance for doubtful accounts

30―

Provision for share-based remuneration―

47

Salaries

Retirement benefit expenses

118

176

Advertising expenses

2,308

3,431

Rent expenses on land and buildings

3,620

4,924

Taxes and dues

4,170

7,012

Sales commission

4,265

5,517

Commission expenses

1,678

7,163

*2
The balance of inventories as of the end of the period is the amount after the carrying value is been written down, andthe following appraisal losses are included in the cost of revenue.
(Million yen)
FY2020
FY2021(From October 1, 2019
(From October 1, 2020
to September 30, 2020)
to September 30, 2021)
1,532
6,440

Open House Co., Ltd. (3288)

13 |(Notes to Consolidated Statements of Cash Flows)* Reconciliation of balance of “cash and cash equivalents at the end of period” and the amounts of items stated in the
consolidated balance sheet is as follows(Million yen)
FY2021(From October 1, 2020
to September 30, 2021)

FY2020(From October 1, 2019
to September 30, 2020)
Cash and deposits
Time deposits of over three months
Restricted deposit
Cash and cash equivalents

219,227

337,731―(9)(3,215)(9)219,218

334,506(Segment Information)
1. Outline of reportable segments
The reportable segments of the Group comprise those business units for which separate financial information isavailable, and which are subject to a regular review conducted by the Company’s Board of Directors in order todetermine the allocation of management resources and evaluate their performance.
As Pressance Corporation Co., Ltd. and its subsidiaries are included in the scope of consolidation from since thesecond quarter for fiscal 2021, the Group changed to five reportable segments: single-family related business,condominiums business, property resale business, others and Pressance Corporation as reportable segment.
2.

Method for calculating revenue, income/loss, assets, liabilities, and other items for reportable segments
The accounting policies of reportable segments are generally the same as those described in “Basis of Presenting
the Consolidated Financial Statements.”
Segment income is based on operating income.
Intersegment revenue and transfers are based on market price.

3.

Information on revenue, income or loss, and other items by reportable segment
FY2020 (From October 1, 2019 to September 30, 2020)（Million yen）
Reportable Segment
Single- family
Condominium
homes related

Property
resaleOthersPressance
Corporation

Total

Adjustments(Note 1)

Amount Recordedon Consolidated
Statements ofIncome (Note 2)

Revenue
Revenue from
Outside Customers
Intersegment
revenue andtransfers

379,656

58,169112,154

25,970－575,951－575,951

－

－

53

56

－

110

(110)

－

Total

379,656

58,169112,207

26,027－576,061(110)

575,951

Segment Income

40,677

9,608

10,4852,314－

63,085(956)

62,129Depreciation

433

30

10

15

－

489

44

534

Amortization of
goodwill

402

－

－

－

－

402

－

402

Other items(NOTE)
１. Adjustment of ¥(956)million for segment income includes intersegment elimination of ¥687million and corporate expenses of¥(1,644) million that is not distributed to the reportable segments. Corporate expenses are primarily general and administrative
expenses that do not belong to the reportable segments.
2. Segment income has been adjusted to operating income described in consolidated statements of income.
Open House Co., Ltd. (3288)

14 |3. Segment assets are not listed as assets are not allocated to reportable segments.
4. Adjustment for depreciation and amortization refers to depreciation expenses related to corporate assets.

FY2021 (From October 1, 2020 to September 30, 2021)（Million yen）
Reportable Segment
Single- family
Condominium
homes related

Property
resaleOthersPressance
Corporation

Total

Adjustments(Note 1)

Amount Recordedon Consolidated
Statements ofIncome (Note 2)

Revenue
Revenue from
Outside Customers
Intersegment
revenue andtransfers

446,959

46,676

122,718

44,848149,337

810,540－

810,540

－

471

343

310

0

1,126

(1,126)－

Total

446,959

47,147123,061

45,159149,337

811,666(1,126)

810,540

Segment Income

62,294

6,507

12,285

5,232

16,502

102,822(1,719)101,103

Depreciation

406

33

19

70

319

847

106

953

Amortization of
goodwill

402

－

－

20

－

423

－

423

Other items(NOTE)
１. Adjustment of ¥ (1,719) million for segment income includes intersegment elimination of ¥189 million and corporate expenses of¥ (1,909) million that is not distributed to the reportable segments. Corporate expenses are primarily general and administrative
expenses that do not belong to the reportable segments.
2. Segment income has been adjusted to operating income described in consolidated statements of income.
3. Segment assets are not listed as assets are not allocated to reportable segments.
4. Adjustment for depreciation and amortization refers to depreciation expenses related to corporate assets.

Open House Co., Ltd. (3288)

15 |(Notes on Significant subsequent events)(Transition to a holding company structure by company split）
The Board of Directors Meeting held on November 12, 2021 resolved to transfer the Single-Family Homes Related
Business and other businesses, which the Company operates, to Open House Preparatory Company Co., Ltd., awholly-owned subsidiary of the Company (established on April 1, 2021; scheduled to change its corporate name to OpenHouse Co., Ltd. on January 1, 2022), through a company split for the transition to a pure holding company, and theCompany concluded an absorption-type company split agreement with the Successor Company same day.
After the absorption-type company split, the Company plans to amend its articles of incorporation and change its
corporate name to Open House Group, Co., Ltd. on January 1, 2022 under conditional upon authorization with the approvalof a majority of the voting rights of the shareholders present at the shareholders’ meeting scheduled for December 22,
2021.
1. Purpose
The Company has decided to shift to a holding company structure in order to establish a management foundation that
supports the further enhancement of corporate value and the achievement of sustainable growth with the following aims.
⑴ Speeding up decision making in business promotion
Each operating company will be responsible for promoting existing businesses. The Company will move forwardwith the transfer of authority and establish a system that enables us to make speedy decisions in promoting
businesses, thereby strengthening our competitiveness and expanding businesses in response to a rapidly changing
environment.
⑵ Strengthening the functions for managing the group
The holding company will focus on managing the group and operations related to listed shares. Besides internal
audits, investor relations, management of performance and finances of the group companies, and creation ofsynergies, the Company will also promote implementation of capital policies required for growth and new businessdevelopment needed for the group’s growth, such as M&As.
⑶ Building a forward-looking management system
The Group aims to maximize corporate value across the Group and achieve sustainable growth by establishing aforward-looking management system, in order to optimally allocate management resources, secure and develop
managerial personnel, and improve group governance.
2． Summary of the Absorption-type Company Split⑴ Schedule of the Absorption-type Company Split
Board of directors’ meeting to approve absorption-type company split agreement: November 12, 2021
Execution of the absorption-type company split agreement: November 12, 2021
Effective date of the absorption-type company split: January 1, 2022 (scheduled)⑵ Method of the Absorption-type Company Split
In the absorption-type company split, the Company will be the Splitting Company, and Open House Preparatory
Company Co., Ltd., a wholly-owned subsidiary of the Company, will be the Successor Company.
Because the absorption-type company split meets the requirements of a simplified corporate acquisition andseparation, prescribed in Article 784, paragraph 2 of the Companies Act, for the Company and the requirements of an
informal corporate acquisition and separation, prescribed in Article 796, paragraph 1 of the Companies Act for the
Successor Company, both companies will carry it out without the approval for an absorption-type company split
agreement, etc. of a resolution at a general meeting of shareholders.
⑶ Allotment of shares
In the absorption-type company split, the Successor Company is a wholly-owned subsidiary of the Splitting
Company, and therefore it will not deliver shares or any other monies, etc.
3． Main business of the divisions to be split
The Company’s Single-Family Homes Related Business and other businesses, and businesses related to operational
support by dispatching loaned employees to subsidiaries and investment destinations.
4.

Outline of Accounting Disposition
It will be treated for accounting purposes as a Transaction under Common Control in accordance with “AccountingStandard for Business Combinations” (ASBJ Statement No.21 revised 2019）and ” Implementation Guidance on
Accounting Standard for Business Combinations and Accounting Standard for Business Divestitures” (ASBJ Guidance
No.10 revised 2019）

Open House Co., Ltd. (3288)

16 |Non-Consolidated Financial Statements
Non-Consolidated Balance Sheets(Million yen)
FY 2020(as of September 30, 2020)

FY 2021(as of September 30, 2021)

AssetsCurrent assets
Cash and cash equivalents

72,28892,665Trade accounts receivable

1,147

1,709

Prepaid expense
Short-term loans receivable from subsidiaries
and associates
Income taxes receivable

273

379

13,557

23,210

4,817

6,158

Other

1,650

2,060

Total current assets

93,735

126,184

Buildings

1,347

1,407

Vehicles11

66

Tools, furniture and fixtures

216

230

Other

－

78

1,575

1,783

Software

84

120

Other

2

1

Total intangible fixed assets

86

122

Fixed asset
Tangible fixed assets

Total tangible fixed assets
Intangible fixed assets

Investments and other assets
Investment securities
Shares of subsidiaries and associates
Long-term prepaid expenses
Lease and guarantee deposits received
Other

548

597

59,120101,633

50

64

1,733

2,606

32

28

Allowance for doubtful accounts

(4)

(1)

Deferred tax assets

852

917

62,334

105,846

63,996

107,752

24－

Total investments and other assets
Total fixed assets
Deferred assets
Bond issuance cost
Total deferred assets
Total assets

24－

157,755

233,936

Open House Co., Ltd. (3288)

17 |(Million yen)
FY 2020(as of September 30, 2020)

FY 2021(as of September 30, 2021)

Liabilities
Current liabilities
242

242

2,757

7,565

Accounts payable

743

1,188

Accrued expenses

358

523

Advances received

901

1,071

Current portion of bonds
Current portion of long-term loans payable

Deposits received
Provision for bonuses
Other
Total current liabilities

203

136

1,114

1,340

7

645

6,328

12,714Long-term liabilities
847

10,605Long-term loans payable

53,74589,737

Total long-term liabilities

54,592

100,342

60,920113,056

19,741

19,939Legal capital surplus

19,524

19,722Other capital surplus

11,111

11,111

Total capital surplus

30,63630,83435

35

46,196

69,954

46,232

69,990Bonds payable

Total liabilities
Net assets
Shareholders’ equity
Share capital
Capital surplus

Retained earnings
Legal retained earnings
Other retained earnings
Retained earnings brought forward
Total retained earnings
Treasury shares

(0)

(0)

96,610120,764

Valuation difference on available-for-sale securities

62

Total valuation and translation adjustments

6

2

217

112

96,835

120,879

157,755

233,936

Total shareholders’ equity
Valuation and translation adjustments

Share acquisition rights
Total net assets
Total liabilities and net assets

Open House Co., Ltd. (3288)

18 |Non-Consolidated Statements of Income(Million yen)
FY2020(From October 1, 2019
to September 30, 2020)

FY2021(From October 1, 2020
to September 30, 2021)

Operating revenue

12,96017,835

Operating cost

6,988

8,888

Gross operating profit

5,972

8,947

Selling, general and administrative expenses

5,745

6,248

227

2,699

Operating income
Non-operating income
Interest income

196

314

Dividends income

25,50033,983

Guarantee commission received

181

188

Other

714

307

26,593

34,793

754

912

－

271

6

23

Total non-operating income
Non-operating expenses
Interest expenses
Loss on valuation of shares of subsidiaries andassociates
Interest on bonds

5

24

Share issuance costs

327－

Guarantee commission

130

150

Commission expenses

5361

Amortization of bond issuance cost

95

169

1,325

1,913

Ordinary income

25,49535,579

Income before Income taxes

25,49535,579

Other
Total non-operating expenses

Income taxes-current

138

554

Income taxes-deferred

(182)

(63)

Total income Taxes

(44)

491

25,53935,088Net income

Open House Co., Ltd. (3288)

19 |Non-Consolidated Statements of Changes in Equity
FY2020 (From October 1, 2019 to September 30, 2020)(Million yen)
Shareholders’ equity
Capital surplus
SharecapitalBalance at beginning of period

Retained earnings
Other retained
earnings

Total
shareholders’equity(8,806)34,160

Other
capitalsurplusTotal
capitalsurplusLegalretainedearnings

4,234

4,017

5,947

9,965

35

15,32915,32915,32930,658

137

137

137

275

40

40

40

80

Retained earnings
brought forward
28,731

Total
retainedearnings

TreasurysharesLegalcapitalsurplus28,767

Changes in items during period
Issuance of new shares
Issuance of new shares (Exerciseof subscription rights to shares)
Issuance of new shares (Issuanceof restricted shares)
Dividends of surplus(8,074)(8,074)(8,074)

Net income

25,53925,53925,539Purchase of treasury shares
Disposal of treasury shares

5,164

5,164

(0)

(0)

8,806

13,970Net changes of items other thanshareholders’ equity
Total changes during period

15,507

15,507

5,164

20,671－

17,465

17,4658,806

62,450

Balance at end of period

19,741

19,524

11,111

30,63635

46,196

46,232(0)96,610

Valuation and translation adjustments

Balance at beginning of period

Valuation difference
on available-for-salesecurities

Total valuation andtranslation adjustments

8

8

Subscription rights toshares312

Total net assets

34,481

Changes in items during period

30,658Issuance of new shares
Issuance of new shares (Exerciseof subscription rights to shares)
Issuance of new shares (Issuanceof restricted shares)

275
80

Dividends of surplus(8,074)

Net income

25,539Purchase of treasury shares(0)

Disposal of treasury shares

13,970Net changes of items other thanshareholders’ equity
Total changes during period
Balance at end of period

(1)

(1)

(94)

(96)

(1)

(1)

(94)

62,3536

6

217

96,835

Open House Co., Ltd. (3288)

20 |FY2021 (From October 1, 2020 to September 30, 2021)(Million yen)
Shareholders’ equity
Capital surplus
SharecapitalBalance at beginning of period

Retained earnings
Other retained
earnings

Total
shareholders’equity(0)96,610

Other
capitalsurplusTotal
capitalsurplusLegalretainedearnings

19,741

19,524

11,111

30,636

35

151

151

151

302

46

46

46

93

Retained earnings
brought forward
46,196

Total
retainedearnings

TreasurysharesLegalcapitalsurplus46,232

Changes during period
Issuance of new shares (Exerciseof subscription rights to shares)
Issuance of new shares (Issuanceof restricted shares)
Dividends of surplus(11,330)(11,330)(11,330)

Net income

35,08835,08835,088Net changes of items other thanshareholders’ equity
Total changes during period
Balance at end of period

197

197

－

197

－

23,75723,757－24,153

19,93919,722

11,11130,83435

69,95469,990(0)120,764

Valuation and translation adjustments

Balance at beginning of period

Valuation difference
on available-for-salesecurities

Total valuation andtranslation adjustments

6

6

Subscription rights toshares217

Total net assets

96,835

Changes during period
Issuance of new shares (Exerciseof subscription rights to shares)
Issuance of new shares (Issuanceof restricted shares)

260
93

Dividends of surplus(11,330)

Net income

35,088Net changes of items other thanshareholders’ equity

(4)

(4)

(105)

Total changes during period

(4)

(4)

(105)

24,044

Balance at end of period

2

2

112

120,879(109)

Note to non-consolidated financial statements(Notes on Significant subsequent events)(Transition to a holding company structure by company split）
The Board of Directors Meeting held on November 12, 2021 resolved to shift to a pure holding company through a
company split and the Company concluded an absorption-type company split agreement with the Successor Company
same day. For further details, please refer to “Notes to consolidated financial statements (Notes on Significant
subsequent events)”.

Open House Co., Ltd. (3288)

21 |