Interim report
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Summary of Consolidated Financial Results for the Nine Months Ended September 30, 2025 (Based on Japanese GAAP) November 7, 2025 Company name: HOSHIZAKI CORPORATION Stock exchange listing: Tokyo Stock Exchange and Nagoya Stock Exchange Securities code: 6465 URL: http://www.hoshizaki.co.jp Representative: Representative Director, President & CEO Yasuhiro Kobayashi Inquiries: Director, Senior Executive Officer Ryuichiro Seki TEL: +81-562-96-1112 Scheduled date to commence dividend payments: – Preparation of supplementary material on financial results: Yes Holding of financial results meeting: Yes (for institutional investors) (Amounts less than one million yen are rounded down) 1. Consolidated financial results for the nine months ended September 30, 2025 (from January 1, 2025 to September 30, 2025) (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 September 30, 2025 365,425 10.3 46,294 8.7 49,126 4.1 33,664 10.8 Nine months ended September 30, 2024 331,263 17.4 42,572 19.7 47,189 8.8 30,369 1.2 Note: Comprehensive income Nine months ended September 30, 2025 ¥23,874 million [(28.9)%] Nine months ended September 30, 2024 ¥33,574 million [(39.1)%] Earnings per share Diluted earnings per share Yen Yen Nine months ended September 30, 2025 238.02 – Nine months ended September 30, 2024 210.68 – Note: The Company finalized provisional accounting treatment pertaining to business combination during the second quarter of th e current fiscal year. Accordingly, each figure for the nine months ended September 30, 2024 reflects the content of the finalization of the pro visional accounting treatment. (2) Consolidated financial position Total assets Net assets Equity ratio Net assets per share Millions of yen Millions of yen % Yen As of September 30, 2025 558,894 388,637 66.0 2,610.08 As of December 31, 2024 547,638 382,815 66.4 2,556.41 Reference: Equity As of September 30, 2025 ¥368,929 million As of December 31, 2024 ¥363,680 million Note: The Company finalized provisional accounting treatment pertaining to business combination during the second quarter of th e current fiscal year. Accordingly, each figure as of December 31, 2024 reflects the content of the finalization of the provisional accounting treatment. Translation Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepanc y between this translated document and the Japanese original, the original shall prevail.
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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 Year ended December 31, 2024 – 45.00 – 60.00 105.00 Year ending December 31, 2025 – 50.00 – Year ending December 31, 2025 (Forecast) 55.00 105.00 Note: Revision of cash dividend forecast most recently a nnounced: No 3. Forecast of consolidated financial results for the year ending December 31, 2025 (from January 1, 2025 to December 31, 2025) (Percentages indicate year-on-year changes) Net sales Operating profit Ordinary profit Profit attributable to owners of parent Earnings per share Millions of yen % Millions of yen % M illions of yen % Millions of yen % Yen Full year 460,000 3.3 53,500 4.8 55,900 (2.6) 38,300 3.7 270.84 Notes: 1. Revision of consolidated financial results forecast most recently announced: No 2. The Company finalized provisional accounting treatment pertaining to business combination during the second quarter of the c urrent fiscal year. Accordingly, each figure for year-on-year changes reflects the content of the finalization of the provisional acco unting treatment. *Notes (1) Significant changes in the scope of consolidation during the nine months ended September 30, 2025: Yes Newly included: Structural Concepts Corporation, SC Holding Corp., and SC Real Estate Holdings, LLC. (2) Application of special accounting for preparing quarterly consolidated financial statements: Yes (3) Changes in accounting policies, changes in accounting estimates, and restatement of prior period financial statements a. Changes in accounting policies due to revisions to accounting standards and other regulations: Yes b. Changes in accounting policies due to other reasons: No c. Changes in accounting estimates: No d. Restatement of prior period financial statements: No Note: For details, please refer to “2. Quarte rly consolidated financial statements, (3) Notes to quarterly consolidated financi al statements, Notes on changes in accounting policies” on page 7 of the attached material. (4) Number of issued shares (common shares) a. Total number of issued shares at the end of the period (including treasury shares) As of September 30, 2025 144,890,100 shares As of December 31, 2024 144,890,100 shares b. Number of treasury shares at the end of the period As of September 30, 2025 3,542,420 shares As of December 31, 2024 2,628,100 shares c. Average number of shares during the period (cumulative from the beginning of the fiscal year) Nine months ended September 30, 2025 141,433,358 shares Nine months ended September 30, 2024 144,148,280 shares * Review of the Japanese-language originals of the attached quarterly consolidated financial statements by certified public accountants or an audit corporation: No * Proper use of earnings forecasts, and other special matters The forward-looking statements, including earnings forecasts, contained in these materials are based on information currently available to the Company and on certain assumptions deemed to be reasonable. Actual business and other results may differ substantially due to various factors.
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1 Attached Materials Index 1. Overview of operating results .............................................................................................................................................. 2 (1) Overview of operating results during the period ............................................................................................................. 2 (2) Overview of financial position during the period ............................................................................................................ 3 (3) Explanation of consolidated earnings forecasts and other forward-looking statements .................................................. 3 2. Quarterly consolidated financial statements ........................................................................................................................ 4 (1) Consolidated balance sheets ............................................................................................................................................ 4 (2) Consolidated statements of income (cumulative) and consolidated st atements of comprehensive income (cumulative) ..................................................................................................................................................................... 5 (3) Notes to quarterly consolidated financial statements ...................................................................................................... 7 Notes on framework for financial reporting ...................................................................................................................... 7 Notes on changes in the scope of consolidation or scope of equity method to be applied................................................ 7 Notes on changes in accounting policies .......................................................................................................................... 7 Notes on special accounting for preparing quarterly consolidated financial statements ................................................... 7 Notes to segment information, etc. ................................................................................................................................... 8 Notes on significant changes in the amount of shareholders’ equity .............................................................................. 10 Notes on premise of going concern ................................................................................................................................. 10 Notes on quarterly consolidated statements of cash flows .............................................................................................. 10 Additional information .................................................................................................................................................... 10 Notes on business combination, etc. ............................................................................................................................... 10
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2 1. Overview of operating results The forward-looking matters stated herein are judgments made by HOSHIZAKI CORPORA TION (the “Company”) as of September 30, 2025. (1) Overview of operating results during the period During the nine months ended September 30, 2025, the Japanese economy continued to demonstrate a moderate recovery due to positive signs such as high levels of wage hikes implemented by companies amid stagnating personal consumption due to rising prices, and because inbound tourism demand has remained above the level prior to the COVID-19 pandemic. On the other hand, there were instances where exports and production activities struggled to grow due to concerns about the impact of U.S. tariff policies and weak overseas demand. Overseas, despite a trend of slowing inflation except in some countries and continued robust economic growth in India, the global economic outlook remains uncertain mainly due to the uncertainty surrounding tariff policies and other measures in the U.S., economic stagnation in Europe and China, and ongoing geopolitical risks in the Middle East region. The IMF World Economic Outlook released in October indicated that the global economy would grow 3.2% in 2025, up from the previously predicted 3.0%. Amid such circumstances, the Group expanded sales in the restaurant market as well as in non-restaurant markets such as the retail industry and the food processing industry in Japan. Overseas, the Group focused on product supply to meet continued demand and worked to improve profitability, although it was affected by an intensifying competitive environment and other factors in some regions. As a result of the above initiatives, the Group reported operating results for the nine months ended September 30, 2025 with net sales of ¥365,425 million (up 10.3% year-on-year), operating profit of ¥46,294 million (up 8.7% year-on-year), ordinary profit of ¥49,126 million (up 4.1% year-on-year), and profit attributable to owners of parent of ¥33,664 million (up 10.8% year-on-year). The operating results by segment are as follows: a. Japan In Japan, the Group expanded sales focusing on its flagship products such as refrigerators and ice machines using HFC-free natural refrigerants, and dishwashers for the restaurant market with which it deepens engagement and the non-restaurant markets in which it proactively aims to develop. In the restaurant and service industries in particular, the Group focused on responding to rising demand for capital investment amid continued inbound tourism demand, etc., although it continued to struggle with cost increases in raw materials, labor, etc., serious labor shortage, and other difficulties. As a result, the Group generated net sales of ¥181,464 million (up 4.5% year-on-year) and segment profit of ¥27,206 million (up 6.1% year-on-year). b. Americas In the Americas, we strove to expand sales of ice machines, refrigerators, dispensers, dishwashers, and other products, focusing on initiatives that include customer development and relationship building, we were affected by cost increases in one-time acquisition-related costs and labor, among others. As a result, the Group generated net sales of ¥90,490 million (up 11.7% year-on-year) and segment profit of ¥9,110 million (up 0.0% year-on-year). c. Europe In Europe, while we focused our efforts on mainly strengthening collaboration between Group companies and expanded sales of its flagship products, such as ice machines and refrigerators, we were affected by the intensifying competitive environment and cost increases in labor, etc. In particular in Turkey, we were significantly affected by cost increases and other impacts due to the hyperinflationary economic environment. As a result, the Group generated net sales of ¥43,430 million (up 9.1% year-on-year) and segment profit of ¥2,283 million (down 13.1% year-on-year). d. Asia As for Asia, sales of refrigerators were strong mainly in India. As a result, the Group generated net sales of ¥58,141 million (up 25.8% year-on-year) and segment profit of ¥10,302 million (up 35.2% year-on-year).
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3 (2) Overview of financial position during the period Total assets as of September 30, 2025 increased by ¥11,255 million from December 31, 2024 to ¥558,894 million. Current assets decreased by ¥57,233 million from December 31, 2024 to ¥333,074 million. The main factors were a decrease in cash and deposits mainly due to the purchase of shares of subsidiaries despite an increase in notes and accounts receivable - trade, and contract assets. Non-current assets increased by ¥68,488 million from December 31, 2024 to ¥225,819 million. The main factor was an increase in goodwill. Total liabilities as of September 30, 2025 increased by ¥5,432 million from December 31, 2024 to ¥170,256 million. Current liabilities increased by ¥12,071 million from December 31, 2024 to ¥141,994 million. The main factors were increases in notes and accounts payable - trade, contract liabilities, and provision for bonuses. Non-current liabilities decreased by ¥6,639 million from December 31, 2024 to ¥28,261 million. Total net assets as of September 30, 2025 increased by ¥5,822 million from December 31, 2024 to ¥388,637 million. The main factor was an increase in retained earnings due to the recording of profit attributable to owners of parent, despite a decrease in foreign currency translation adjustment and a decrease in net assets due to purchase of treasury shares. (3) Explanation of consolidated earnings forecasts and other forward-looking statements There are currently no changes to the earnings forecasts announced on February 13, 2025.
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4 2. Quarterly consolidated financial statements (1) Consolidated balance sheets (Millions of yen) As of December 31, 2024 As of September 30, 2025 Assets Current assets Cash and deposits 239,035 167,537 Notes and accounts receivable - trade, and contract assets 70,253 82,962 Merchandise and finished goods 31,015 33,366 Work in process 8,694 8,228 Raw materials and supplies 29,455 35,635 Other 13,320 7,268 Allowance for doubtful accounts (1,466) (1,925) Total current assets 390,307 333,074 Non-current assets Property, plant and equipment 80,498 86,566 Intangible assets Goodwill 18,958 74,849 Other 24,881 23,969 Total intangible assets 43,839 98,819 Investments and other assets 32,993 40,433 Total non-current assets 157,331 225,819 Total assets 547,638 558,894 Liabilities Current liabilities Notes and accounts payable - trade 36,252 39,348 Short-term borrowings 4,901 5,352 Income taxes payable 6,750 8,553 Contract liabilities 42,131 44,007 Provision for bonuses 4,526 10,815 Other provisions 4,044 4,400 Other 31,315 29,517 Total current liabilities 129,923 141,994 Non-current liabilities Retirement benefit liability 18,460 12,076 Other provisions 2,299 2,414 Other 14,140 13,770 Total non-current liabilities 34,900 28,261 Total liabilities 164,823 170,256 Net assets Shareholders’ equity Share capital 8,138 8,138 Capital surplus 14,660 14,655 Retained earnings 295,327 313,388 Treasury shares (14,514) (19,919) Total shareholders’ equity 303,611 316,261 Accumulated other comprehensive income Valuation difference on available-for-sale securities 253 480 Foreign currency translation adjustment 57,863 50,186 Remeasurements of defined benefit plans 1,951 2,000 Total accumulated other comprehensive income 60,068 52,667 Non-controlling interests 19,134 19,708 Total net assets 382,815 388,637 Total liabilities and net assets 547,638 558,894
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5 (2) Consolidated statements of income (cumulative) and consolidated statements of comprehensive income (cumulative) Consolidated statements of income (Millions of yen) Nine months ended September 30, 2024 Nine months ended September 30, 2025 Net sales 331,263 365,425 Cost of sales 204,131 226,024 Gross profit 127,131 139,400 Selling, general and administrative expenses 84,559 93,105 Operating profit 42,572 46,294 Non-operating income Interest income 3,730 3,148 Foreign exchange gains 1,133 – Gain on net monetary position 595 1,077 Other 931 1,082 Total non-operating income 6,390 5,308 Non-operating expenses Interest expenses 1,145 1,152 Foreign exchange losses – 440 Other 627 884 Total non-operating expenses 1,773 2,477 Ordinary profit 47,189 49,126 Extraordinary income Gain on sale of investment securities 88 41 Gain on sale of non-current assets 35 54 Total extraordinary income 123 95 Extraordinary losses Loss on abandonment of non-current assets 35 27 Loss on step acquisitions 2,558 – Other 11 2 Total extraordinary losses 2,605 30 Profit before income taxes 44,706 49,191 Income taxes - current 16,428 17,982 Income taxes - deferred (2,404) (3,165) Total income taxes 14,024 14,817 Profit 30,682 34,373 Profit attributable to non-controlling interests 312 709 Profit attributable to owners of parent 30,369 33,664
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6 Consolidated statements of comprehensive income (Millions of yen) Nine months ended September 30, 2024 Nine months ended September 30, 2025 Profit 30,682 34,373 Other comprehensive income Valuation difference on available-for-sale securities 13 227 Foreign currency translation adjustment 2,917 (10,480) Remeasurements of defined benefit plans, net of tax 220 48 Share of other comprehensive income of entities accounted for using equity method (258) (295) Total other comprehensive income 2,892 (10,499) Comprehensive income 33,574 23,874 Comprehensive income attributable to Comprehensive income attributable to owners of parent 34,721 26,262 Comprehensive income attributable to non-controlling interests (1,146) (2,388)
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7 (3) Notes to quarterly consolidated financial statements Notes on framework for financial reporting The quarterly consolidated financial statements are prepared in accordance with Article 4, paragraph 1 of the standard for preparation of the quarterly financial statements established by Tokyo Stock Exchange, Inc. and Nagoya Stock Exchange, Inc. and accounting principles for quarterly financial statements generally accepted in Japan (provided, however, the Company applies the practice of omitting the descriptions provided for in Article 4, paragraph 2 of the aforementioned standard for preparation of the quarterly financial statements). Notes on changes in the scope of consolidation or scope of equity method to be applied In the third quarter of the current fiscal year, Structural Concepts Corporation, SC Holding Corp., and SC Real Estate Holdings, LLC were included in the scope of consolidation due to the new acquisition of shares. Since the deemed acquisition date is September 30, 2025, in the third quarter of the current fiscal year, its consolidation is limited to the balance sheet. Notes on changes in accounting policies Application of the “Accounting Standard for Current Income Taxes,” Etc. The Company has applied the “Accounting Standard for Current Income Taxes” (Accounting Standards Board of Japan (ASBJ) Statement No. 27, October 28, 2022; the “Revised Accounting Standard of 2022”), etc. from the beginning of the first quarter of the current fiscal year. Revisions to categories for recording current income taxes (taxation on other comprehensive income) conform to the transitional treatment in the proviso of paragraph 20-3 of the Revised Accounting Standard of 2022 and to the transitional treatment in the proviso of paragraph 65-2(2) of the “Guidance on Accounting Standard for Tax Effect Accounting” (ASBJ Guidance No. 28, October 28, 2022; the “Revised Guidance of 2022”). This has no impact on the quarterly consolidated financial statements. In addition, for revisions related to the revised treatment in the consolidated financial statements when a gain or loss on sale arising from the sale of shares of subsidiaries, etc. among consolidated companies is deferred for tax purposes, the Revised Guidance of 2022 has been applied from the beginning of the first quarter of the current fiscal year. This change in accounting policies has been applied retrospectively and is reflected in the quarterly consolidated financial statements for the same period of the previous fiscal year and the consolidated financial statements for the previous fiscal year. This has no impact on the quarterly consolidated financial statements for the same period of the previous fiscal year and the consolidated financial statements for the previous fiscal year. Notes on special accounting for preparing quarterly consolidated financial statements Omitted due to immateriality.
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8 Notes to segment information, etc. I. Nine months ended September 30, 2024 (from January 1, 2024 to September 30, 2024) 1. Information related to net sales and profit or loss and revenue breakdown for each reportable segment (Millions of yen) Reportable segment Reconcili- ation (Note 1) Amount recorded in the quarterly consolidated statements of income (Note 2) Japan Americas Europe Asia Total Net sales Ice machines 15,418 31,022 16,174 4,584 67,199 – 67,199 Refrigerators 42,191 6,680 5,666 31,104 85,643 – 85,643 Dishwashers 12,769 8,536 2,288 222 23,816 – 23,816 Dispensers 4,633 23,108 33 811 28,586 – 28,586 Non Hoshizaki products 29,471 770 – 3,277 33,519 – 33,519 Maintenance and repairs 36,906 8,382 1,486 2,303 49,078 – 49,078 Other products 26,203 1,922 12,508 2,448 43,083 – 43,083 Revenue from contracts with customers 167,594 80,423 38,157 44,751 330,927 – 330,927 Other revenue 335 – – – 335 – 335 Sales to external customers 167,930 80,423 38,157 44,751 331,263 – 331,263 Intersegment sales or transfers 5,705 560 1,647 1,466 9,380 (9,380) – Total 173,636 80,983 39,805 46,218 340,644 (9,380) 331,263 Segment profit 25,647 9,110 2,626 7,618 45,002 (2,430) 42,572 Notes 1. The reconciliation amount of negative ¥2,430 million for segment profit includes amortization of goodwill of negative ¥853 million, amortization of intangible assets, etc. of negative ¥1,835 million, ¥223 million from reconciliation of inventories, and ¥34 million from reconciliation of transactions with other segments. 2. Segment profit has been reconciled with operating prof it in the quarterly consolidated statements of income. 3. The Company finalized provisional accounting treatment pertaining to business combination during the second quarter of the current fiscal year. Accordingly, segment profit reflects the content of the finalized provisional accounting treatment. 2. Information about assets for each reportable segment In the Asia segment, the Company’s consolidated subsidiary, HOSHIZAKI SOUTHEAST ASIA HOLDINGS PTE. LTD. acquired the shares of TECHNOLUX EQUIPMENT AND SUPPLY CORPORA TION and HKR EQUIPMENT CORPORA TION during the second quarter of the fiscal year ended December 31, 2024, thereby making these companies consolidated subsidiaries. Accordingly, the amount of assets for this reportable segment in the third quarter of the fiscal year ended December 31, 2024 increased by ¥17,835 million from December 31, 2023. 3. Information about impairment losses of non-current assets or goodwill, etc. for each reportable segment Significant impairment losses pertaining to non-current assets Not applicable Significant changes in the amount of goodwill During the first quarter of the fiscal year ended December 31, 2024, Oztiryakiler Madeni Esya Sanayi ve Ticaret Anonim Sirketi, which had previously been an associate accounted for using the equity method, was made a consolidated subsidiary due to the additional acquisition of shares. In addition, during the second quarter of the fiscal year ended December 31, 2024, TECHNOLUX EQUIPMENT AND SUPPL Y CORPORA TION and HKR EQUIPMENT CORPORA TION were also made consolidated subsidiaries due to the new acquisition of shares. This has resulted in new goodwill of ¥8,790 million. Significant gain on bargain purchase Not applicable
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9 II. Nine months ended September 30, 2025 (from January 1, 2025 to September 30, 2025) 1. Information related to net sales and profit or loss and revenue breakdown for each reportable segment (Millions of yen) Reportable segment Reconcili- ation (Note 1) Amount recorded in the quarterly consolidated statements of income (Note 2) Japan Americas Europe Asia Total Net sales Ice machines 16,653 32,181 16,645 4,804 70,284 – 70,284 Refrigerators 45,620 10,107 5,995 36,977 98,701 – 98,701 Dishwashers 14,083 9,179 3,246 257 26,767 – 26,767 Dispensers 4,636 27,288 – 649 32,574 – 32,574 Non Hoshizaki products 29,031 701 – 7,422 37,155 – 37,155 Maintenance and repairs 38,593 8,367 1,963 4,603 53,528 – 53,528 Other products 27,054 2,059 14,609 2,338 46,061 – 46,061 Revenue from contracts with customers 175,672 89,885 42,459 57,055 365,072 – 365,072 Other revenue 352 – – – 352 – 352 Sales to external customers 176,025 89,885 42,459 57,055 365,425 – 365,425 Intersegment sales or transfers 5,439 605 971 1,086 8,101 (8,101) – Total 181,464 90,490 43,430 58,141 373,526 (8,101) 365,425 Segment profit 27,206 9,110 2,283 10,302 48,903 (2,608) 46,294 Notes 1. The reconciliation amount of negative ¥2,608 million for segment profit includes amortization of goodwill of negative ¥1,097 million, amortization of intangible assets, etc. of negative ¥1,899 million, ¥357 million from reconciliation of inventories, and ¥31 million from reconciliation of transactions with other segments. 2. Segment profit has been reconciled with operating profit in the quarterly consolidated statements of income. 2. Information about impairment losses of non-current assets or goodwill, etc. for each reportable segment Significant impairment losses pertaining to non-current assets Not applicable Significant changes in the amount of goodwill During the third quarter of the current fiscal year, Structural Concepts Corporation, SC Holding Corp., and SC Real Estate Holdings, LLC were made consolidated subsidiaries due to the new acquisition of shares, resulting in an increase in goodwill of ¥53,973 million. Significant gain on bargain purchase Not applicable
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10 Notes on significant changes in the amount of shareholders’ equity Pursuant to a resolution of the meeting of the Board of Directors held on November 12, 2024, the Company purchased 928,700 treasury shares during the first quarter of the current fiscal year. In addition, pursuant to a resolution of the meeting of the Board of Directors held on April 17, 2025, the Company disposed of 14,400 treasury shares as restricted share-based remuneration during the second quarter of the current fiscal year. As a result of the acquisition and disposal of treasury shares, including these transactions, the value of the Company’s treasury shares increased by ¥5,405 million. As of September 30, 2025, the value of the Company’s treasury shares was ¥19,919 million. Notes on premise of going concern Not applicable Notes on quarterly consolidated statements of cash flows The Company has not prepared quarterly consolidated statements of cash flows for the nine months ended September 30, 2025. The amounts of depreciation (including amortization related to intangible assets excluding goodwill) and amortization of goodwill for the first nine months of the current and previous fiscal years are as stated below. The Company finalized provisional accounting treatment pertaining to business combination during the second quarter of the current fiscal year. Accordingly, amounts for the nine months ended September 30, 2024 reflect material revisions of amounts initially allocated to acquisition prices due to finalization of provisional accounting treatment. (Millions of yen) Nine months ended September 30, 2024 Nine months ended September 30, 2025 Depreciation 6,864 8,116 Amortization of goodwill 894 1,277 Additional information Accounting practices under hyperinflationary economies Due to the three-year cumulative inflation rate in Türkiye exceeding 100%, the Group has adjusted the financial statements of its subsidiary in Türkiye in accordance with IAS 29, “Financial Reporting in a Hyperinflationary Economies” before consolidation. Notes on business combination, etc. Finalization of provisional accounting treatment pertaining to business combination Regarding the business combination with TECHNOLUX EQUIPMENT AND SUPPLY CORPORATION and HKR EQUIPMENT CORPORA TION, acquired on May 29, 2024, provisional accounting treatment was applied to results of the previous fiscal year, but the provisional accounting treatment was finalized during the second quarter of the current fiscal year. The comparative information presented in the quarterly consolidated financial statements for the nine months ended September 30, 2025, reflects material revisions to amounts initially allocated to acquisition cost accompanying finalization of provisional accounting treatment. As a result, goodwill previously calculated as ¥9,355 million on a provisional basis has been lowered by ¥5,411 million to ¥3,944 million due to finalization of accounting treatment. The decrease in goodwill is attributable to increases in other under intangible assets of ¥9,549 million, other under current liabilities of ¥1,332 million, other under non-current liabilities of ¥2,387 million, and non-controlling interests of ¥418 million. In addition, as of December 31, 2024, other under intangible assets increased by ¥8,895 million, other under current liabilities increased by ¥1,332 million, other under non-current liabilities increased by ¥2,223 million, and non-controlling interests increased by ¥380 million, while goodwill decreased by ¥5,201 million, retained earnings decreased by ¥234 million, and foreign currency translation adjustment decreased by ¥8 million. In the quarterly consolidated statements of income for the nine months ended September 30, 2024, operating profit decreased by ¥361 million, ordinary profit decreased by ¥361 million, and profit attributable to owners of parent decreased by ¥219 million.
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11 Business combination through acquisition of shares On June 12, 2025, in accordance with Article 370 of the Companies Act and Article 26 of the Company’s Articles of Incorporation, the Company passed a resolution of the Board of Directors in writing to acquire SC Holding Corp., the parent company of Structural Concepts Corporation based in Norton Shores, MI, U.S. (hereinafter referred to as “SCC”), through Hoshizaki USA Holdings, Inc., which is wholly owned by the Company. Accordingly, the Company acquired all shares of SC Holding Corp. on July 31, 2025, making it a subsidiary (sub- subsidiary of the Company). 1. Outline of business combination (1) Name and business description of the acquired company a. Name of the acquiree: Structural Concepts Corporation Business description: Manufacturing and sale of food display cases b. Name of the acquiree: SC Holding Corp. Business description: Holding company (wholly-owning parent company of SCC) c. Name of the acquiree: SC Real Estate Holdings, LLC Business description: Commercial real estate management company of SCC (2) Primary reasons for the business combination SCC is a manufacturer of food display cases with manufacturing and sales bases in Michigan, U.S., and it has the technological capabilities to develop and produce high-quality products. SC is also recognized for its strong profitability and growth driven by the sales of its food display cases and other products to a diverse range of customers, including supermarkets, convenience stores, cafes and restaurants primarily in the U.S. market. By acquiring SCC, the Company expects to expand its current product lineup in the U.S. region, enabling sales to a broader range of customers, and anticipates a wide range of synergies, including joint purchase of production materials and sharing of an after sale parts network. (3) Date of the business combination July 31, 2025 (Share acquisition date) September 30, 2025 (Deemed acquisition date) (4) Legal form of the business combination Acquisition of shares for cash consideration through “reverse triangular merger” (5) Name of company after the business combination No change (6) Percentage of voting rights acquired 100% (Of which, 100% is indirect ownership) (7) Primary basis for determining the acquiring company The Company’s subsidiary acquired shares for cash consideration. 2. Acquisition cost of the acquiree and components thereof by consideration type Consideration for acquisition Cash ¥56,280 million Acquisition cost ¥56,280 million This amount was calculated on a provisional basis, and the acquisition price will be adjusted due to fluctuations in working capital, etc. based on the share transfer agreement. 3. Amount of goodwill, reason for recognition, amortization method and amortization period (1) Amount of goodwill ¥53,973 million The amount of goodwill was calculated on a provisional basis because the allocation of acquisition cost was not completed as of September 30, 2025. (2) Reason for recognition Since the acquisition cost exceeded the net amount of assets acquired and liabilities assumed, the excess amount was recorded as goodwill.
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12 (3) Amortization method and amortization period The goodwill will be amortized on a straight-line basis over 10 years in accordance with the alternative accounting treatment for private companies under U.S. Generally Accepted Accounting Principles (GAAP) (ASU 2014-02) and ASBJ Practical Solution No. 18.