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R HD / 9861

COVERAGE INITIATED ON: 2018.11.14 LAST UPDATE: 2018.11.14

Shared Research Inc. has produced this report by request from the company discussed in the report. The aim is to provide an “owner’s manual” to investors. We at Shared Research Inc. make every effort to provide an accurate, objective, and neutral analysis. In order to highlight any biases, we clearly attribute our data and findings. We will always present opinions from company management as such. Our views are ours where stated. We do not try to convince or influence, only inform. We appreciate your suggestions and feedback. Write to us at [email protected] or find us on Bloomberg.

Research Coverage Report by Shared Research Inc.

Yoshinoya HD / 9861 R LAST UPDATE: 2018.11.14 Research Coverage Report by Shared Research Inc. | https://sharedresearch.jp Coverage

INDEX

How to read a Shared Research report: This report begins with the trends and outlook section, which discusses the company’s most recent earnings. First-time readers should start at the business section later in the report.

Executive summary ------3 Key financial data ------5 Recent updates ------7 Highlights ------7 Trends and outlook ------8 Quarterly trends and results ------8 Past initial forecasts versus results ------20 Business ------25 Business description ------25 Group strategy ------39 Group structure ------40 Profitability snapshot ------41 Strengths and weaknesses ------44 Market and value chain ------46 Restaurant market trends ------46 Competition ------47 Historical performance and financial statements ------50 Income statement ------50 Balance sheet ------51 Cash flow statement ------53 Historical performance ------54 Other information ------58 History ------58 News and topics ------59 Corporate governance and top management ------60 Dividend policy ------60 Major shareholders ------61 Employees ------61 By the way ------62 Profile ------62

02/63 Yoshinoya HD / 9861 R LAST UPDATE: 2018.11.14 Research Coverage Report by Shared Research Inc. | https://sharedresearch.jp Coverage

Executive summary

Business overview

Yoshinoya HD operates major restaurant chains in and overseas. Its core business is Yoshinoya, which invented gyudon ◤ (beef bowl) and boasts a 120-year history since opening its first restaurant. The company began actively acquiring businesses from around 1995, and now operates a diverse portfolio of restaurants. Main brands include Yoshinoya (gyudon), Hanamaru (udon noodles), Volks (steak), Steak-no-Don (steaks), Kyotaru (take-out ), and Kaisen Misakiko (conveyor belt sushi). The number of restaurants totaled 3,179 (2,351 in Japan and 828 overseas) at end February 2018. The majority of its restaurants in Japan are directly managed, whereas overseas most are operated as franchises (Yoshinoya and Hanamaru restaurants). In FY02/18, the company posted sales of JPY198.5bn and operating profit of JPY4.0bn, and ranked fifth out of 95 listed food-service operators in Japan in terms of sales.

The company has five business segments: Yoshinoya, Hanamaru, Arcmeal, Kyotaru, and Overseas. The Yoshinoya segment ◤ accounts for 50% of total sales and 60% of operating profit. Yoshinoya operated 1,200 restaurants in Japan as of end February 2018, ranking second (28% share based on store count) among the three companies that dominate the domestic beef bowl market. Yoshinoya’s annual sales per restaurant are JPY80mn. Yoshinoya restaurants in Japan have only increased by nine outlets (net) over the past five years as the company continued to scrap and build its domestic suburban stores. Although Yoshinoya is a strong brand, the overall earnings environment for the company is challenging, because gyudon has a large sales weighting and beef prices remain high. Yoshinoya’s segment profit margin driven by beef prices is generally low (5% in FY02/18). Consequently, OPM and net margin are low at 2% and 0.8% respectively, placing the company near the bottom of the food-service sector, although profit levels have recovered somewhat from the post-BSE slump.

Growth drivers are the Hanamaru segment (16% share of operating profit) and the Overseas segment (15%). Hanamaru is a ◤ self-service udon restaurant located mainly in suburban areas. It has 480 restaurants around the country (mostly directly operated), making it the second-largest udon chain in Japan. Annual sales per Hanamaru restaurant are JPY67mn. The company targets a total of 1,000 locations. According to the company, Kaisen Misakiko (Kyotaru segment) is also a growth business that is highly profitable. The strategy for Kaisen Misakiko is to continue opening restaurants in urban commercial buildings. The Overseas segment mostly comprises Yoshinoya (783 locations) and Hanamaru (38) restaurants in the US, China, and the ASEAN region (as of end February 2018). The company is also focusing on opening directly operated restaurants abroad and expects the number of overseas restaurants to exceed that of Yoshinoya restaurants in Japan in five years’ time.

Trends and outlook

Consolidated results in FY02/18 were sales of JPY198.5bn (+5.2% YoY), operating profit of JPY4.0bn (+115.5% YoY), recurring ◤ profit of JPY4.6bn (+67.4% YoY), and net income of JPY1.5bn (+19.5% YoY). Sales growth was underpinned by brisk performance at Yoshinoya comparable stores (+JPY3.8bn YoY), and increases in the number of Hanamaru and overseas restaurants, which boosted sales at Hanamaru and Overseas segments by JPY3.2bn and JPY3.1bn YoY, respectively. All segments posted higher YoY profit due to factors including improved profitability at the mainstay Yoshinoya segment.

Full-year FY02/19 company forecasts call for sales of JPY205.0bn (+3.3% YoY), operating profit of JPY1.1bn (-72.6% YoY), ◤ recurring profit of JPY1.7bn (-63.1% YoY), and net loss of JPY1.1bn. Although the company does not provide a segment breakdown, it forecasts comparable store sales growth of 1.5% YoY for Yoshinoya, 1.0% for Hanamaru, and 1.9% for Kyotaru, and a 10.0% decline for Arcmeal. The company plans to increase the number of restaurants for all brands except Arcmeal, targeting 500 Hanamaru restaurants in Japan and 1,000 overseas restaurants. The company assumes a cost-to-sales ratio of 36.2% (+1.1pp YoY) due to an increase in beef and other ingredient prices, an expense ratio of 63.3% (+1.3pp YoY), and expenses of JPY129.7bn (+3.8% YoY). The company’s OPM forecast is 0.5% (-1.5pp YoY).

On April 11, 2016, Yoshinoya HD announced a medium-term plan (FY02/17–FY02/19), which it positioned as the first stage of ◤ its 10-year long-term vision NEW BEGINNINGS 2025. With “redefining the restaurant business” as the theme, the company has set diverse targets that challenge industry conventions, such as generating revenue from developing labor-saving software and equipment for sale to other companies (see Medium-term plan and Group strategy sections for details). According to the medium-term plan, quantitative targets for FY02/19 were 3,500 restaurants worldwide, consolidated sales of

03/63 Yoshinoya HD / 9861 R LAST UPDATE: 2018.11.14 Research Coverage Report by Shared Research Inc. | https://sharedresearch.jp Coverage

JPY210.0bn, consolidated operating profit of JPY6.0bn, and ROE of 4.7%. The company does not expect to attain profit and ROE targets due to high ingredient prices, and expects the number of restaurants to fall short of target by 94.

Strengths and weaknesses

Yoshinoya HD’s strengths are its brand power, wealth of knowledge and experience in overseas restaurant operation, and ◤ enterprising culture that drives new initiatives.

The company’s weaknesses are selling points of mainstay products also causing constraints, structural risk in procuring main ◤ ingredient beef, and a saturated market and insufficient synergies among brands.

04/63 Yoshinoya HD / 9861 R LAST UPDATE: 2018.11.14 Research Coverage Report by Shared Research Inc. | https://sharedresearch.jp Coverage

Key financial data

Income statement FY02/10 FY02/11 FY02/12 FY02/13 FY02/14 FY02/15 FY02/16 FY02/17 FY02/18 FY02/19 (JPYmn) Cons. Cons. Cons. Cons. Cons. Cons. Cons. Cons. Cons. Est. Sales 179,602 171,314 165,883 164,599 173,418 180,032 185,738 188,623 198,503 205,000 YoY 3.1% -4.6% -3.2% -0.8% 5.4% 3.8% 3.2% 1.6% 5.2% 3.3% Gross profit 112,132 111,143 109,358 105,613 108,758 112,491 114,830 120,237 128,912 130,790 YoY 3.9% -0.9% -1.6% -3.4% 3.0% 3.4% 2.1% 4.7% 7.2% 1.5% GPM 62.4% 64.9% 65.9% 64.2% 62.7% 62.5% 61.8% 63.7% 64.9% 63.8% Operating profit -895 5,116 4,801 1,877 2,179 3,515 1,613 1,865 4,019 1,100 YoY -125.0% -671.6% -6.2% -60.9% 16.1% 61.3% -54.1% 15.6% 115.5% -72.6% OPM -0.5% 3.0% 2.9% 1.1% 1.3% 2.0% 0.9% 1.0% 2.0% 0.5% Recurring profit -476 5,509 5,311 2,460 3,270 3,993 2,345 2,750 4,604 1,700 YoY -111.0% -1257.4% -3.6% -53.7% 32.9% 22.1% -41.3% 17.3% 67.4% -63.1% RPM -0.3% 3.2% 3.2% 1.5% 1.9% 2.2% 1.3% 1.5% 2.3% 0.8% Ne t in c o me -8,941 382 1,310 -364 698 941 837 1,248 1,491 -1,100 YoY -4398.6% -104.3% 242.9% -127.8% -291.8% 34.8% -11.1% 49.1% 19.5% -173.8% Net margin - 0.2% 0.8% - 0.4% 0.5% 0.5% 0.7% 0.8% - Per share data (JPY) Shares issued (year-end; '000) 662 662 662 662 66,241 63,941 65,130 65,130 65,130 - EPS -141.6 6.2 25.8 -7.1 13.6 16.2 13.1 19.4 23.1 26.3 EPS (fully diluted) ------Dividend per share 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 - Book value per share 911.2 849.8 858.4 831.1 831.8 921.0 891.0 879.5 887.1 - Balance sheet (JPYmn) Cash and cash equivalents 14,087 15,576 17,299 14,244 18,174 27,087 21,287 25,474 21,913 - Total current assets 30,003 26,358 26,805 24,242 30,079 39,503 36,984 38,600 37,124 - Tangible fixed assets 39,766 39,999 38,851 38,737 38,236 39,857 44,521 45,178 46,611 - Investments and other assets 31,320 27,381 25,693 24,282 23,710 26,200 26,717 27,292 27,775 - Intangible fixed assets 4,111 3,349 3,020 4,076 3,497 3,096 3,067 3,875 4,102 - Total assets 105,202 97,088 94,371 91,338 95,524 108,658 111,292 114,947 115,613 - Accounts payable 5,818 4,373 3,865 4,116 4,776 6,753 5,741 5,053 5,985 - Short-term debt 8,349 18,614 20,158 17,665 22,918 10,416 13,752 14,493 13,307 - Total current liabilities 26,298 34,573 34,032 31,115 38,673 31,533 31,563 32,530 33,681 - Long-term debt 12,876 11,941 9,036 11,375 8,571 13,824 17,577 20,807 19,754 - Total fixed liabilities 17,705 16,345 14,754 16,832 13,438 18,186 21,994 25,207 24,124 - Total liabilities 44,004 50,918 48,787 47,948 52,112 49,719 53,558 57,737 57,805 - Net assets 105,202 97,088 94,371 91,338 95,524 108,658 111,292 114,947 115,613 - Total interest-bearing debt 21,225 30,555 29,194 29,040 31,489 24,240 31,329 35,300 33,061 - Cash flow statement (JPYmn) Cash flows from operating activities 92 13,798 8,109 6,212 7,570 11,833 433 10,104 9,374 - Cash flows from investing activities -9,127 -4,585 -3,218 -6,937 -4,258 -9,201 -12,365 -6,526 -8,379 - Cash flows from financing activities 2,383 -7,327 -3,199 -2,473 481 5,595 3,843 1,085 -4,200 - Financial ratios ROA (RP-based) -0.4% 5.4% 5.5% 2.6% 3.5% 3.9% 2.1% 2.4% 4.0% - ROE -14.3% 0.8% 3.0% -0.8% 1.6% 1.9% 1.4% 2.2% 2.6% - Equity ratio 54.7% 43.6% 46.7% 46.8% 44.8% 53.7% 51.7% 49.4% 49.5% - Source: Shared Research based on company data. Per-share data adjusted for stock split. Note: Figures may differ from company materials due to differences in rounding methods.

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Earnings by segment FY02/11 FY02/12 FY02/13 FY02/14 FY02/15 FY02/16 FY02/17 FY02/18 FY02/19 (JPYmn) Cons. Cons. Cons. Cons. Cons. Cons. Cons. Cons. Est. Sales 171,314 165,883 164,599 173,418 180,032 185,738 188,623 198,503 205,000 Yoshinoya 91,272 87,667 86,553 92,997 95,318 95,607 97,281 101,082 - Hanamaru 14,700 15,573 19,279 18,887 19,521 21,510 23,880 27,057 - Arcmeal 22,082 20,666 20,853 22,150 23,793 24,357 22,979 22,482 - Kyotaru 25,681 27,638 24,205 23,725 24,537 24,976 25,682 26,695 - Overseas 10,869 10,307 9,880 12,469 14,955 17,510 16,606 19,734 - Other 9,232 6,479 5,882 4,737 3,420 3,492 4,180 3,508 - Adjustments -2,522 -2,449 -2,057 -1,549 -1,514 -1,716 -1,987 -2,058 - YoY Yoshinoya - -3.9% -1.3% 7.4% 2.5% 0.3% 1.8% 3.9% - Hanamaru - 5.9% 23.8% -2.0% 3.4% 10.2% 11.0% 13.3% - Arcmeal - -6.4% 0.9% 6.2% 7.4% 2.4% -5.7% -2.2% - Kyotaru - 7.6% -12.4% -2.0% 3.4% 1.8% 2.8% 3.9% - Overseas - -5.2% -4.1% 26.2% 19.9% 17.1% -5.2% 18.8% - Other - -29.8% -9.2% -19.5% -27.8% 2.1% 19.7% -16.1% - Operating profit 5,116 4,801 1,877 2,179 3,515 1,613 1,865 4,019 1,100 Yoshinoya 4,440 4,551 1,916 2,873 4,061 3,054 3,835 5,064 - Hanamaru 754 783 907 777 994 1,158 937 1,274 - Arcmeal 686 573 392 415 286 256 135 209 - Kyotaru 134 -606 -137 24 255 289 72 316 - Overseas -43 -118 -210 286 568 557 913 1,243 - Other -134 43 -43 57 -148 -158 -56 -6 - Adjustments -721 -424 -948 -2,254 -2,502 -3,544 -3,973 -4,082 - YoY Yoshinoya - 2.5% -57.9% 49.9% 41.4% -24.8% 25.6% 32.0% - Hanamaru - 3.8% 15.8% -14.3% 27.9% 16.5% -19.1% 36.0% - Arcmeal - -16.5% -31.6% 5.9% -31.1% -10.5% -47.3% 54.8% - Kyotaru - - - - 962.5% 13.3% -75.1% 338.9% - Overseas - - - - 98.6% -1.9% 63.9% 36.1% - Other ------OPM (excl. adjustments) Yoshinoya 4.9% 5.2% 2.2% 3.1% 4.3% 3.2% 3.9% 5.0% - Hanamaru 5.1% 5.0% 4.7% 4.1% 5.1% 5.4% 3.9% 4.7% - Arcmeal 3.1% 2.8% 1.9% 1.9% 1.2% 1.1% 0.6% 0.9% - Kyotaru 0.5% -2.2% -0.6% 0.1% 1.0% 1.2% 0.3% 1.2% - Overseas -0.4% -1.1% -2.1% 2.3% 3.8% 3.2% 5.5% 6.3% - Comparable store sales YoY FY02/11 FY02/12 FY02/13 FY02/14 FY02/15 FY02/16 FY02/17 FY02/18 FY02/19 Yoshinoya -6.8% -4.9% -2.3% 7.3% 1.2% 0.8% 0.1% 1.4% 2.6% Hanamaru -5.6% -7.3% -0.7% 0.2% 0.0% 1.5% -1.3% 2.9% 1.0% Arcmeal -6.5% -6.7% 1.2% 6.0% 6.7% 1.8% -6.1% -1.2% -0.2% Kyotaru -4.6% -4.3% 1.3% -0.7% 1.3% 0.8% 0.1% -0.4% 3.6% Store count FY02/11 FY02/12 FY02/13 FY02/14 FY02/15 FY02/16 FY02/17 FY02/18 FY02/19 Yoshinoya 1,154 1,189 1,193 1,191 1,190 1,188 1,207 1,200 1,232 Openings 41 36 26 27 31 37 36 28 50 Closures 72 21 22 29 32 30 17 31 18 Hanamaru 308 312 327 341 371 390 432 479 524 Openings 34 27 28 30 29 44 52 59 49 Closures 8 8 13 16 14 13 10 10 4 Arcmeal 170 172 172 175 179 186 184 178 178 Openings 0 3 5 5 6 5 0 0 4 Closures 25 1 5 2 2 3 2 6 4 Kyotaru 360 350 330 328 329 315 329 330 336 Openings 9 22 19 21 14 12 25 19 22 Closures 15 32 39 23 13 26 11 18 16 Overseas 439 490 577 636 635 675 733 821 960 Openings 54 64 109 82 49 68 94 107 147 Closures 14 13 22 23 50 40 36 19 8 Other 262 195 191 179 178 169 189 171 176 Openings 15 5 15 18 17 14 9 9 8 Closures 88 67 19 30 3 26 17 33 3 Consolidated total 2,693 2,708 2,790 2,850 2,882 2,923 3,074 3,179 3,406 Openings 153 157 202 183 146 180 216 222 280 Closures 222 142 120 123 114 138 93 117 53 Per store data (FY average; JPYmn) FY02/11 FY02/12 FY02/13 FY02/14 FY02/15 FY02/16 FY02/17 FY02/18 FY02/19 Sales Yoshinoya 78.04 74.83 72.67 78.02 80.07 80.41 81.24 83.99 - Hanamaru 49.83 50.24 60.34 56.55 54.83 56.53 58.10 59.40 - Arcmeal 121.00 120.85 121.24 127.67 134.42 133.46 124.21 124.21 - Kyotaru 70.75 77.85 71.19 72.11 74.69 77.57 79.76 81.02 - Operating profit Yoshinoya 3.80 3.88 1.61 2.41 3.41 2.57 3.20 4.21 - Hanamaru 2.56 2.53 2.84 2.33 2.79 3.04 2.28 2.80 - Arcmeal 3.76 3.35 2.28 2.39 1.62 1.40 0.73 1.15 - Kyotaru 0.37 -1.71 -0.40 0.07 0.78 0.90 0.22 0.96 - Source: Shared Research based on company data Note: Figures may differ from company materials due to differences in rounding methods. Figures from FY02/11 provided for continuity of segments.

06/63 Yoshinoya HD / 9861 R LAST UPDATE: 2018.11.14 Research Coverage Report by Shared Research Inc. | https://sharedresearch.jp Coverage

Recent updates Highlights On November 14, 2018, Shared Research initiated coverage of Yoshinoya Holdings Co., Ltd.

On November 8, 2018, the company announced it had introduced a payment service using e-money*1 cards issued by domestic public transportation operators.

Yoshinoya started introducing the payment service at domestic Yoshinoya restaurants in stages from August 2018. As of end October 2018, the service was available at 890 Yoshinoya restaurants, scheduled to be extended to all restaurants with a few exceptions in December 2018. Yoshinoya previously introduced the WAON*2 e-money payment service, but it will offer multiple e-money payment services going forward.

*1 The following transportation e-money services can be used at Yoshinoya restaurants: Kitaca**1, Suica**2, PASMO**3, TOICA**4, manaca**5, ICOCA**6, SUGOCA**7, nimoca**8, and Hayakaken **9 (PiTaPa is excluded). These are registered trademarks of the following companies: **1 Kitaca: Hokkaido Railway Company (JR Hokkaido) **2 Suica: East Japan Railway Company (JR East) **3 PASMO: PASMO Co., Ltd. **4 TOICA: Central Japan Railway Company (JR Tokai) **5 manaca: Nagoya Transportation Development Organization Co., Ltd. and MIC **6 ICOCA: West Japan Railway Company (JR West) **7 SUGOCA: Kyushu Railway Company (JR Kyushu) **8 nimoca: Nishi-Nippon Railroad Co., Ltd. **9 Hayakaken: Fukuoka City Transportation Bureau

*2 WAON is a registered trademark of AEON Co., Ltd.

For previous releases and developments, please refer to the News and topics section.

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Trends and outlook

Quarterly trends and results

Cumulative FY02/17 FY02/18 FY02/19 FY02/19 FY02/19 (JPY mn) Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 % of 1H 1H Est. % of FY FY Es t . Sales 46,529 93,481 140,616 188,623 48,493 97,689 146,443 198,503 49,794 100,339 100.0% 100,339 48.9% 205,000 YoY 1.5% 0.5% 1.4% 1.6% 4.2% 4.5% 4.1% 5.2% 2.7% 2.7% 2.7% 3.3% Gross profit 29,479 59,376 89,904 120,237 31,646 63,713 95,293 128,912 31,977 64,416 YoY 3.3% 3.2% 5.0% 4.7% 7.4% 7.3% 6.0% 7.2% 1.0% 1.1% GPM 63.4% 63.5% 63.9% 63.7% 65.3% 65.2% 65.1% 64.9% 64.2% 64.2% SG&A expenses 29,328 58,431 88,702 118,371 30,898 61,577 92,699 124,893 32,156 64,361 YoY 4.1% 3.7% 4.7% 4.6% 5.4% 5.4% 4.5% 5.5% 4.1% 4.5% SG&A-to-sales ratio 63.0% 62.5% 63.1% 62.8% 63.7% 63.0% 63.3% 62.9% 64.6% 64.1% Operating profit 151 945 1,201 1,865 748 2,136 2,594 4,019 -178 55 100.0% 55 5.0% 1,100 YoY -58.4% -20.7% 41.5% 15.6% 395.4% 126.0% 116.0% 115.5% - -97.4% -97.4% -72.6% OPM 0.3% 1.0% 0.9% 1.0% 1.5% 2.2% 1.8% 2.0% -0.4% 0.1% 0.1% 0.5% Recurring profit 319 1,178 1,807 2,750 837 2,448 2,993 4,604 -44 332 100.0% 332 19.5% 1,700 YoY -46.6% -20.7% 31.2% 17.3% 162.4% 107.8% 65.6% 67.4% - -86.4% -86.4% -63.1% RPM 0.7% 1.3% 1.3% 1.5% 1.7% 2.5% 2.0% 2.3% -0.1% 0.3% 0.3% 0.8% Net income 130 1,574 1,688 1,248 419 1,290 1,595 1,491 -388 -850 - -850 - -1,100 YoY -48.6% 137.4% 817.4% 49.1% 222.3% -18.0% -5.5% 19.5% - - -165.9% -173.8% Net margin 0.3% 1.7% 1.2% 0.7% 0.9% 1.3% 1.1% 0.8% -0.8% -0.8% -0.8% -0.5% Quarterly FY02/17 FY02/18 FY02/19 (JPY mn) Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Sales 46,529 46,952 47,135 48,007 48,493 49,196 48,754 52,060 49,794 50,545 Yoshinoya 23,763 24,647 24,606 24,265 24,001 24,573 24,980 27,528 24,909 25,933 Hanamaru 5,855 6,098 5,933 5,994 6,701 6,909 6,773 6,674 7,355 7,466 Arcmeal 5,931 5,713 5,424 5,911 5,755 5,744 5,275 5,708 5,346 4,990 Kyotaru 6,399 6,241 6,276 6,766 6,810 6,560 6,382 6,943 6,958 6,727 Overseas 4,100 3,995 4,244 4,267 4,617 4,908 5,196 5,013 5,005 5,207 YoY 1.5% -0.4% 3.3% 1.9% 4.2% 4.8% 3.4% 8.4% 2.7% 2.7% Yoshinoya 4.2% -0.6% 3.3% 0.3% 1.0% -0.3% 1.5% 13.4% 3.8% 5.5% Hanamaru 6.7% 8.3% 10.2% 19.7% 14.4% 13.3% 14.2% 11.3% 9.8% 8.1% Arcmeal -6.1% -6.4% -5.7% -4.4% -3.0% 0.5% -2.7% -3.4% -7.1% -13.1% Kyotaru 0.2% 2.6% 5.0% 3.6% 6.4% 5.1% 1.7% 2.6% 2.2% 2.5% Overseas -1.2% -5.5% -2.2% -11.0% 12.6% 22.9% 22.4% 17.5% 8.4% 6.1% Gross profit 29,479 29,897 30,528 30,333 31,646 32,067 31,580 33,619 31,977 32,439 YoY 3.3% 3.1% 8.8% 3.7% 7.4% 7.3% 3.4% 10.8% 1.0% 1.2% GPM 63.4% 63.7% 64.8% 63.2% 65.3% 65.2% 64.8% 64.6% 64.2% 64.2% SG&A expenses 29,328 29,103 30,271 29,669 30,898 30,679 31,122 32,194 32,156 32,205 YoY 4.1% 3.3% 6.6% 4.2% 5.4% 5.4% 2.8% 8.5% 4.1% 5.0% SG&A-to-sales ratio 63.0% 62.0% 64.2% 61.8% 63.7% 62.4% 63.8% 61.8% 64.6% 63.7% Operating profit 151 794 256 664 748 1,388 458 1,425 -178 233 Yoshinoya 601 1,008 1,292 934 915 1,050 1,203 1,896 511 732 Hanamaru 254 417 136 130 464 551 199 60 392 377 Arcmeal 38 11 -148 234 68 142 -98 97 -86 -257 Kyotaru 88 -53 -98 135 244 33 -119 158 206 -16 Overseas 331 278 302 2 314 358 416 155 114 200 YoY -58.4% -4.2% - -13.1% 395.4% 74.8% 78.9% 114.6% - -83.2% Yoshinoya 14.3% 0.5% 130.3% -3.1% 52.2% 4.2% -6.9% 103.0% -44.2% -30.3% Hanamaru -43.2% 4.8% 36.0% -39.0% 82.7% 32.1% 46.3% -53.8% -15.5% -31.6% Arcmeal -73.0% - - -25.5% 78.9% 1190.9% - -58.5% - - Kyotaru -47.9% - - -12.9% 177.3% - - 17.0% -15.6% - Overseas 359.7% 6.5% 26.9% - -5.1% 28.8% 37.7% 7650.0% -63.7% -44.1% OPM 0.3% 1.7% 0.5% 1.4% 1.5% 2.8% 0.9% 2.7% -0.4% 0.5% Yoshinoya 2.5% 4.1% 5.3% 3.8% 3.8% 4.3% 4.8% 6.9% 2.1% 2.8% Hanamaru 4.3% 6.8% 2.3% 2.2% 6.9% 8.0% 2.9% 0.9% 5.3% 5.0% Arcmeal 0.6% 0.2% -2.7% 4.0% 1.2% 2.5% -1.9% 1.7% -1.6% -5.2% Kyotaru 1.4% -0.8% -1.6% 2.0% 3.6% 0.5% -1.9% 2.3% 3.0% -0.2% Overseas 8.1% 7.0% 7.1% 0.0% 6.8% 7.3% 8.0% 3.1% 2.3% 3.8% Recurring profit 319 859 629 943 837 1,611 545 1,611 -44 376 YoY -46.6% -3.3% - -2.6% 162.4% 87.5% -13.4% 70.8% - -76.7% RPM 0.7% 1.8% 1.3% 2.0% 1.7% 3.3% 1.1% 3.1% -0.1% 0.7% Net income 130 1,444 114 -440 419 871 305 -104 -388 -462 YoY -48.6% 252.2% - - 222.3% -39.7% 167.5% - - - Net margin 0.3% 3.1% 0.2% -0.9% 0.9% 1.8% 0.6% -0.2% -0.8% - Comparable store sales YoY Yoshinoya 1.3% -2.0% 4.4% -2.7% -2.4% -2.5% -3.3% 14.6% 4.1% 3.8% Hanamaru -3.2% -1.6% 1.6% -2.1% 3.9% 3.7% 3.2% 0.8% -0.3% -1.3% Arcmeal -7.1% -7.5% -6.1% -3.8% -2.1% 2.8% -2.5% -2.6% -6.5% -12.9% Kyotaru 0.3% 1.1% 0.2% -1.5% 0.9% -0.8% -1.6% 0.1% 0.5% 1.2% Source: Shared Research based on company data Note: Figures may differ from company materials due to differences in rounding methods.

08/63 Yoshinoya HD / 9861 R LAST UPDATE: 2018.11.14 Research Coverage Report by Shared Research Inc. | https://sharedresearch.jp Coverage

Yoshinoya monthly data

FY02/19 Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb FY Comp. Sales 3.3% 7.0% 2.1% 6.3% 3.3% 2.1% 4.7% -0.7% 2.6% stores Customer count 3.6% 4.4% 2.9% 7.5% 2.9% 3.7% 3.0% -0.8% Customer spend -0.3% 2.5% -0.8% -1.2% 0.4% 0.3% 1.6% 0.1% All Sales 6.6% 10.4% 5.3% 8.9% 6.3% 4.8% 7.5% 2.6% stores Customer count 7.3% 8.1% 6.6% 10.7% 6.3% 4.4% 6.2% 2.8% Customer spend -0.7% 2.1% -1.2% -1.6% 0.0% 0.4% 1.3% -0.3% FY02/18 Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb FY Comp. Sales 1.1% -8.4% 0.6% -5.5% -1.2% 0.2% 1.6% -15.1% 5.7% 4.5% 6.3% 36.3% 1.4% stores Customer count 0.4% -12.2% -0.7% -7.1% -2.5% -0.9% 0.9% -21.6% 3.1% 2.3% 5.1% 54.0% 0.2% Customer spend 0.8% 4.4% 3.5% 1.7% 1.3% 1.1% 0.8% 8.2% 2.6% 2.1% 1.2% -11.5% 1.3% All Sales 4.6% -5.6% 3.6% -2.1% 1.9% 3.3% 4.5% -12.6% 8.3% 7.1% 9.3% 39.6% 4.8% stores Customer count 4.2% -9.3% 0.4% -3.6% 0.9% 2.6% 4.0% -19.0% 6.0% 5.3% 8.5% 58.3% 3.5% Customer spend 0.4% 4.1% 3.2% 1.5% 1.0% 0.7% 0.4% 7.9% 2.2% 1.8% 0.8% -11.8% 1.3% FY02/17 Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb FY Comp. Sales -3.0% 6.7% 0.1% 4.7% 2.3% -13.1% -2.8% 15.1% 0.8% -1.1% -2.3% -4.6% 0.1% stores Customer count -4.6% 14.1% 3.2% 6.2% 3.5% -12.2% -1.3% 21.8% 0.9% -1.6% -2.8% -5.9% 1.7% Customer spend 1.6% -6.5% -3.0% -1.4% -1.1% -1.0% -1.4% -5.5% -0.1% 0.5% 0.6% 1.5% -1.6% All Sales -0.2% 10.1% 3.6% 8.6% 5.8% -10.0% 0.6% 19.2% 4.9% 2.7% 1.2% -1.3% 3.8% stores Customer count -1.8% 17.7% 6.7% 10.1% 7.0% -9.3% 2.4% 26.5% 5.4% 2.5% 0.9% -2.5% 5.3% Customer spend 1.6% -6.4% -2.9% -1.4% -1.2% -0.8% -1.8% -5.8% -0.5% 0.2% 0.2% 1.2% -1.5% FY02/16 Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb FY Comp. Sales -2.9% -0.6% 2.9% -3.4% 3.0% 15.4% 5.0% 8.0% -7.3% -7.9% -2.3% 2.5% 0.8% stores Customer count -18.4% -16.0% -13.4% -17.1% -11.3% -2.7% -11.2% -6.5% -18.8% -15.5% -3.7% 1.2% -11.5% Customer spend 19.0% 18.4% 18.8% 16.6% 16.2% 18.5% 18.3% 15.5% 14.1% 9.1% 1.5% 1.4% 13.9% All Sales 0.5% 2.1% 5.3% -1.2% 5.7% 18.8% 8.1% 11.0% -4.9% -5.3% 0.5% 5.8% 3.9% stores Customer count -15.6% -13.8% -11.3% -15.3% -9.0% 0.2% -8.6% -3.9% -16.8% -13.2% -1.1% 4.3% -9.0% Customer spend 19.0% 18.5% 18.8% 16.6% 16.2% 18.6% 18.3% 15.5% 14.2% 9.1% 1.6% 1.4% 14.2% FY02/15 Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb FY Comp. Sales 15.5% -3.3% -5.7% -2.8% -5.1% 0.3% 1.6% 2.9% 19.5% 0.2% -3.0% -3.1% 1.2% stores Customer count 21.1% -9.2% -15.2% -9.8% -10.2% -4.6% -4.5% -3.5% 7.6% -8.4% -17.8% -18.1% -6.4% Customer spend -4.6% 6.5% 11.2% 7.7% 5.7% 5.1% 6.4% 6.5% 11.0% 9.4% 18.0% 18.3% 8.2% All Sales 19.8% 0.8% -1.6% 1.4% -0.9% 4.5% 5.9% 7.1% 24.3% 3.7% 0.8% 0.7% 5.3% stores Customer count 25.5% -5.4% -11.5% -5.9% -6.2% -0.6% -0.5% 0.5% 12.0% -5.2% -14.6% -14.9% -2.6% Customer spend -4.5% 6.5% 11.2% 7.8% 5.7% 5.1% 6.5% 6.5% 11.0% 9.4% 18.0% 18.3% 8.2% FY02/14 Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb FY Comp. Sales -5.0% 11.1% 15.9% 10.8% 1.2% 2.9% -1.7% 2.2% 1.5% 16.0% 14.2% 11.9% 7.3% stores Customer count -7.4% 13.6% 31.0% 22.0% 7.7% 9.1% 7.3% 12.2% 9.3% 18.0% 16.6% 15.1% 13.4% Customer spend 2.6% -2.2% -11.5% -9.2% -6.1% -5.6% -8.4% -8.9% -7.1% -1.7% -2.0% -2.8% -5.3% All Sales -1.7% 14.9% 19.8% 14.6% 4.8% 6.7% 2.1% 6.0% 4.8% 20.3% 18.4% 15.6% 11.2% stores Customer count -4.2% 17.5% 35.4% 26.2% 11.6% 13.1% 11.4% 16.2% 12.7% 22.3% 20.8% 18.9% 17.4% Customer spend 2.6% -2.2% -11.5% -9.2% -6.1% -5.7% -8.4% -8.8% -7.0% -1.6% -1.9% -2.7% -5.3% FY02/13 Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb FY Comp. Sales 1.7% -8.3% -10.5% 0.1% 3.8% 0.6% 0.9% -3.3% -1.3% -6.0% -3.8% -1.5% -2.3% stores Customer count -0.3% -7.4% -15.0% -3.7% -4.2% -4.3% -4.0% -8.1% -11.0% -8.3% -11.1% -3.7% -6.8% Customer spend 2.0% -0.9% 5.3% 3.9% 8.3% 5.2% 5.1% 5.1% 10.8% 2.5% 8.3% 2.3% 4.8% All Sales 6.8% -3.6% -6.1% 4.7% 8.2% 4.2% 4.1% -0.2% 2.5% -2.8% -0.4% 2.1% 1.7% stores Customer count 4.6% -2.8% -10.9% 0.7% -0.2% -1.0% -0.9% -5.2% -7.4% -5.1% -8.0% -0.1% -3.1% Customer spend 2.1% -0.8% 5.5% 3.9% 8.4% 5.3% 5.1% 5.3% 10.7% 2.5% 8.2% 2.2% 4.9% FY02/12 Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb FY Comp. Sales 0.8% -10.2% 1.4% 1.4% 0.6% -4.8% -18.8% -10.3% -6.4% 4.4% -7.8% -4.2% -4.9% stores Customer count 10.7% -9.4% 14.2% 9.7% 5.9% -1.4% -23.7% -15.1% -5.9% 0.2% -10.3% -7.3% -3.9% Customer spend -8.8% -0.9% -11.3% -7.9% -4.9% -3.6% 6.7% 5.6% -0.7% 4.3% 3.0% 3.3% -1.1% All Sales -3.1% -10.3% 1.0% 1.6% 1.4% -3.6% -19.2% -9.0% -4.0% 8.4% -4.3% -1.6% -3.3% stores Customer count 6.4% -9.6% 13.2% 10.0% 6.6% -0.3% -24.1% -13.9% -3.6% 4.0% -7.2% -4.8% -2.4% Customer spend -8.8% -0.7% -10.9% -7.7% -4.8% -3.4% 6.4% 5.6% -0.2% 4.2% 3.2% 3.5% -0.9% FY02/11 Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb FY Comp. Sales -20.6% -6.9% -13.9% -15.1% -10.8% -11.9% 5.9% -3.8% -8.2% 0.2% 5.4% -1.5% -6.8% stores Customer count -22.3% -3.2% -13.5% -16.1% -6.4% -5.6% 24.5% 10.6% 4.8% 13.1% 17.2% 9.3% 1.0% Customer spend 2.1% -3.9% -0.4% 1.2% -4.8% -6.7% -15.0% -13.0% -12.3% -11.5% -10.0% -9.8% -7.2% All Sales -16.1% -2.2% -9.1% -10.8% -7.2% -8.6% 9.2% -2.0% -7.3% 2.5% 7.2% -1.7% -3.8% stores Customer count -18.0% 1.5% -8.8% -12.0% -2.8% -2.2% 28.0% 12.4% 5.5% 15.5% 18.9% 8.8% 3.9% Customer spend 2.3% -3.6% -0.2% 1.0% -4.5% -6.5% -14.8% -12.9% -12.2% -11.2% -10.0% -9.6% -7.0% Source: Shared Research based on company data

09/63 Yoshinoya HD / 9861 R LAST UPDATE: 2018.11.14 Research Coverage Report by Shared Research Inc. | https://sharedresearch.jp Coverage

1H FY02/19 results

In 1H FY02/19, consolidated sales were JPY100.3bn (+2.7% YoY), gross profit was JPY64.4bn (+1.1% YoY), operating profit was JPY55mn (-97.4% YoY), recurring profit was JPY332mn (-86.4% YoY), and net loss was JPY850mn.

Sales increased YoY due to robust performance of comparable stores at the company’s mainstay Yoshinoya business and sales growth in the Hanamaru, Kyotaru, and Overseas segments where the company has been aggressively opening new stores. That said, external factors such as a rise in the price of ingredients (rice and meat) and higher part-time wages weighed heavily on earnings. The company also incurred large expenses associated with the various reforms outlined in its medium-term plan (the first stage of its 10-year management plan). As a result, operating profit dropped YoY. The bottom line finished at a net loss as the company booked a JPY511mn impairment loss mainly linked to store closures.

The company plans to attract customers through joint sales promotion activities with companies outside the Yoshinoya group, and by aggressively launching high value-added products and seasonal menus. On the cost front, it will work to reduce losses by controlling the number of ingredients it handles and improving inventory management. To bring down labor hours to appropriate levels, the company intends to replace its point of sales systems and introduce barcode scanners and automatic change dispensers at all Yoshinoya restaurants. The company explained that it hoped to regain profitability by improving the value of its services and labor productivity, which it hopes to achieve through continued provision of a good work environment and employee training.

Sales Operating profit

(JPYmn) (JPYmn)

250,000 4,500 4,019 205,000 4,000 198,503 200,000 188,623 3,500 1,425 52,060 3,000 48,007 150,000 2,500 458 2,000 1,865 47,135 48,754 100,000 1,100 1,500 664 1,388 256 46,952 49,196 50,545 1,000

50,000 500 794 748 46,529 48,493 49,794 151 233 0 -178 0 FY02/17 FY02/18 FY02/19 -500 FY02/17 FY02/18 FY02/19

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

Source: Shared Research based on company data Source: Shared Research based on company data Segment results Yoshinoya

Sales grew 4.7% YoY to JPY50.8bn, mainly on solid comparable store sales thanks to the effect of various initiatives. However, ◤ the sales increase appears to be below the initial company forecast.

Comparable store sales grew 6.3% YoY in June, 3.3% in July, and 2.1% in August. Customer traffic increased 7.5% YoY in June, ◤ 2.9% in July, and 3.7% in August, while average customer spend was down 1.2% in June, up 0.4% in July, and up 0.3% in August. We can thus conclude that sales growth was mainly driven by an increase in customer traffic.

The total number of restaurants was 1,205. The company opened 19 new restaurants and closed 14. ◤ Main initiatives: “JPY80 off every day!” season ticket campaign in collaboration with Hanamaru (April) and ink stamp collection ◤ campaign with original gold-themed products offered as premiums at 800 restaurants (May). Also ran LINE (texting app) student discount campaign targeting students under age 25. In August, ran a “half-price for children” campaign, the first of its kind for Yoshinoya. Launched new product Shin Aji-butadon (new pork bowl) in March and Torisukidon (chicken and egg bowl) in April. Popular summer specials such as Mugitoro Gyusara Gozen (grated yam, steamed barley, and beef meal), Unaju (broiled eel and rice), and Oroshi Gyukarubi-don (grilled rib bowl with grated radish) were introduced during the summer

10/63 Yoshinoya HD / 9861 R LAST UPDATE: 2018.11.14 Research Coverage Report by Shared Research Inc. | https://sharedresearch.jp Coverage

season. Aburi Shiosaba Teishoku (grilled mackerel meal) and Sanma Sumibiyaki Teishoku (grilled saury meal) were also added to the Yoshinoya no Bangohan (Yoshinoya dinner) set menu lineup.

Segment profit: Despite brisk comparable store sales that led to overall sales growth, segment profit was down 36.8% YoY to ◤ JPY1.2bn due to increases in ingredient prices and personnel expenses.

To win new customers, improve labor productivity, and reduce excess labor for employees, the company is trying out various designs to develop next-generation store formats. It hopes to finalize a new service model during FY02/19 in preparation for store renovations beginning in the second stage of the company’s long-term management plan.

Yoshinoya: Sales by quarter Yoshinoya: Segment profit by quarter

(JPYmn) (JPYmn)

120,000 6,000

101,082 5,064 97,281 100,000 5,000

27,528 24,265 3,835 80,000 4,000 1,896

934 60,000 24,606 24,980 3,000 1,203 1,292 40,000 2,000 24,647 24,573 25,933 1,050 1,008 20,000 1,000 732 24,909 23,763 24,001 915 601 511 0 0 FY02/17 FY02/18 FY02/19 FY02/17 FY02/18 FY02/19

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

Source: Shared Research based on company data Source: Shared Research based on company data

Yoshinoya: Sales YoY change Yoshinoya: Segment profit margin

13.4% 15.0% 8.0% 6.9% 12.0% 7.0% 5.3% 6.0% 4.8% 9.0% 4.3% 5.5% 5.0% 4.1% 3.8% 3.8% 4.2% 6.0% 3.3% 4.0% 2.5% 2.8% 1.0% 3.0% 3.0% 0.3% 3.8% 2.0% 0.0% 1.5% 2.1% -0.6% -0.3% 1.0% -3.0% 0.0% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 FY02/17 FY02/18 FY02/19 FY02/17 FY02/18 FY02/19

Source: Shared Research based on company data Source: Shared Research based on company data

Yoshinoya: Comparable store monthly sales

(%) Sales Customer count Customer spend 60 40 20 0 -20 -40 Jul Jul Jul Jul Jul Jan Jan Jan Jan Oct Oct Oct Oct Oct Apr Apr Apr Apr Apr Jun Jun Jun Jun Jun Feb Feb Feb Feb Sep Sep Sep Sep Sep Mar Mar Mar Mar Mar Dec Dec Dec Dec Nov Nov Nov Nov Aug Aug Aug Aug Aug May May May May May

FY02/15 FY02/16 FY02/17 FY02/18 FY02/19 Source: Shared Research based on company data Hanamaru

Sales grew 8.9% YoY to JPY14.8bn, mainly due to an increase in restaurant counts from aggressive new store openings. ◤ The total number of restaurants was 493 (opened 20 and closed 46). The company focused on business expansion in the first ◤ stage of it 10-year plan and is pushing ahead with store openings to achieve the target of 500 Hanamaru restaurants.

Main initiatives: “One-day half-price” campaign for Ontama Bukkake noodles on March 15. In April, collaborated with ◤ Yoshinoya for “tempura season ticket” campaign and began selling Honey Mustard Chicken Salad Udon, which was voted first by fans in a promotion held in collaboration with a pop idol group. In May, as in 2017, began selling a seasonal specialty Udonken no Somen (cold somen noodles). In June, began selling Torotama Mekabu Bukkake noodles (grated yam, raw egg,

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and seaweed noodles) as a high-nutrition menu to combat the summer heat, and in August launched Gattsuri Niku-bukkake noodles (meat noodles) and Pirikara Niku-zaru (cold noodles with spicy meat) for its “summer meat noodle” campaign.

Segment profit: Despite sales growth from new store openings, profit was down 24.3% YoY to JPY769mn because of YoY ◤ decline in comparable store sales and impact of higher distribution and other costs.

Hanamaru: Sales by quarter Hanamaru: Segment profit by quarter

(JPYmn) (JPYmn)

30,000 2,000 27,057

25,000 23,880 6,674 1,500 1,344 5,994 20,000 199 6,773 1,020 15,000 1,000 5,933 136 551 7,466 10,000 6,909 417 6,098 500 5,000 254 464 7,355 392 5,855 6,701 213 130 0 0 60 FY02/17 FY02/18 FY02/19 FY02/17 FY02/18 FY02/19

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

Source: Shared Research based on company data Source: Shared Research based on company data

Hanamaru: Sales YoY change Hanamaru: Segment profit margin

25.0% 10.0% 19.7% 8.1% 20.0% 8.0% 7.0% 6.7% 14.4% 14.2% 5.3% 15.0% 6.0% 8.3% 10.2% 4.2% 3.6% 10.0% 6.7% 13.3% 4.0% 3.0% 11.3% 2.3% 9.8% 5.0% 8.1% 2.0% 1.9% 0.8% 0.0% 0.0% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 FY02/17 FY02/18 FY02/19 FY02/17 FY02/18 FY02/19

Source: Shared Research based on company data Source: Shared Research based on company data Arcmeal

Sales fell 10.1% YoY to JPY10.3bn, mainly due to greater competition in the steak and shabu shabu business that led to ◤ sluggish comparable store sales, and a YoY decline in number of restaurants.

The total number of restaurants was 179 (opened one and closed two). ◤ Main initiatives: Transformed monthly “meat day” into a family event, and introduced limited seasonal menus for the Golden ◤ Week holidays. Also held Mothers’ Day campaign of all-you-can-eat desserts for women only. Volks introduced 4 value lunch in March, while Steak-no-Don began serving a budget set that included a salad and drink bar (all-you-can-eat salad and all- you-can-drink non-alcoholic beverages). For the summer season, Volks offered a seasonal Japanese-style sirloin steak, Steak-no-Don introduced a rib loin steak with lemon sauce and chives, and Don-tei began serving beef tongue shabu shabu with a sea salt and lemon broth.

Segment profit: Posted segment loss of JPY343mn (-JPY553mn YoY) due to sales decline. ◤

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Arcmeal: Sales by quarter Arcmeal: Segment profit by quarter

(JPYmn) (JPYmn)

25,000 400 22,979 22,482 209 135 300 97 20,000 5,911 5,708 200 234 142 100 15,000 5,424 11 5,275 68 0 38 -98 -86 10,000 -148 -100 5,713 5,744 4,990 -200 -257 5,000 5,931 5,755 5,346 -300

0 -400 FY02/17 FY02/18 FY02/19 FY02/17 FY02/18 FY02/19

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

Source: Shared Research based on company data Source: Shared Research based on company data

Arcmeal: Sales YoY change Arcmeal: Segment profit margin

5.0% 6.0% 4.0% 0.5% -3.0% 4.0% 2.5% 0.0% 1.7% -4.4% -3.4% 1.2% 2.0% 0.6% 0.2% -6.1% -5.7% -1.9% -5.0% -2.7% 0.0% -2.7% -2.0% -10.0% -6.4% -7.1% -13.1% -1.6% -4.0% -5.2% -15.0% -6.0% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 FY02/17 FY02/18 FY02/19 FY02/17 FY02/18 FY02/19

Source: Shared Research based on company data Source: Shared Research based on company data Kyotaru

Sales grew 2.4% YoY to JPY13.7bn. Factors contributing to sales growth included store increase for conveyor belt sushi ◤ restaurant Kaisen Misakiko (an aggressive store opening program targeting Greater ), sales growth from opening Kyotaru and Sushi Misakiko stores side-by-side with enhanced product offerings for Edomae-style sushi (an initiative to strengthen the take-out sushi business), and brisk comparable store sales that benefited from various initiatives.

The total number of stores/restaurants was 329 (opened 12, closed 13). ◤ Main initiatives: Sales campaigns in the take-out sushi business (discount sales of sushi rolls and various sales events for ◤ “hare-no-hi” celebration day) and in the restaurant business (“bluefin tuna festival,” “JPY99 sale” [for red plates usually priced at JPY110], and “thank you sale”) proved effective.

Segment profit: Despite sales growth, segment profit dropped 31.5% YoY to JPY190mn because of higher ingredient prices ◤ and an increase in one-time expenses due to store/restaurant renovations.

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Kyotaru: Sales by quarter Kyotaru: Segment profit by quarter

(JPYmn) (JPYmn)

30,000 600 26,695 25,682 316 25,000 6,943 6,766 158 20,000 300 72 33 6,382 15,000 6,276 135 244 206 88 10,000 6,560 6,727 0 6,241 -53 -119 -16 -98 5,000 6,399 6,810 6,958

0 -300 FY02/17 FY02/18 FY02/19 FY02/17 FY02/18 FY02/19

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

Source: Shared Research based on company data Source: Shared Research based on company data

Kyotaru: Sales YoY change Kyotaru: Segment profit margin

3.6% 8.0% 6.4% 4.0% 3.0% 3.0% 2.3% 6.0% 5.0% 5.1% 2.0% 3.6% 2.0% 1.4% 0.5% 4.0% 2.6% 2.6% 2.5% 1.0% 2.0% 0.0% 0.2% 2.2% 1.7% -1.0% -0.2% 0.0% -0.8% -2.0% -1.6% -2.0% -1.9% -3.0% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 FY02/17 FY02/18 FY02/19 FY02/17 FY02/18 FY02/19

Source: Shared Research based on company data Source: Shared Research based on company data Overseas

Sales grew 7.2% YoY to JPY10.2bn, mainly due to robust sales in the US and Taiwan and an increase in the number of ◤ restaurants (including franchises) thanks to an aggressive store opening program.

The total number of restaurants was 859 (opened 52, closed 14). ◤ Segment profit: Fell 53.2% YoY to JPY314mn. Reasons for the drop included higher ingredient prices in all regions including ◤ higher beef and chicken prices in the US, an increase in personnel expenses following the minimum wage hike in the US, an increase in personnel expenses in China, and a rise in depreciation associated with opening and remodeling restaurants.

Overseas: Sales by quarter Overseas: Segment profit by quarter

(JPYmn) (JPYmn)

25,000 2,000

19,734 20,000 1,500 16,606 5,013 1,243

15,000 4,267 155 913 5,196 1,000 2 416 4,244 10,000 302 4,908 5,207 3,995 500 278 358 5,000 200 4,100 4,617 5,005 331 314 114 0 0 FY02/17 FY02/18 FY02/19 FY02/17 FY02/18 FY02/19

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

Source: Shared Research based on company data Source: Shared Research based on company data

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Overseas: Sales YoY change Overseas: Segment profit margin

30.0% 10.0% 22.9% 22.4% 8.1% 8.0% 7.0% 7.1% 6.8% 7.3% 20.0% 12.6% 17.5% 8.0% 8.4% 6.0% 10.0% 6.1% 3.8% 3.1% -1.2% -2.2% 4.0% 0.0% 2.0% 2.3% -10.0% -5.5% -11.0% 0.0% 0.0% -20.0% -2.0% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 FY02/17 FY02/18 FY02/19 FY02/17 FY02/18 FY02/19

Source: Shared Research based on company data Source: Shared Research based on company data

For details on previous quarterly and annual results, please refer to the Historical performance and financial statements section.

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Full-year company forecasts

Income statement FY02/11 FY02/12 FY02/13 FY02/14 FY02/15 FY02/16 FY02/17 FY02/18 FY02/19 (JPYmn) Cons. Cons. Cons. Cons. Cons. Cons. Cons. Cons. Est. Total sales 171,314 165,883 164,599 173,418 180,032 185,738 188,623 198,503 205,000 YoY -4.6% -3.2% -0.8% 5.4% 3.8% 3.2% 1.6% 5.2% 3.3% Cost of sales 60,171 56,525 58,985 64,659 67,540 70,907 68,386 69,590 74,210 Gross profit 111,143 109,358 105,613 108,758 112,491 114,830 120,237 128,912 130,790 YoY -0.9% -1.6% -3.4% 3.0% 3.4% 2.1% 4.7% 7.2% 1.5% GPM 64.9% 65.9% 64.2% 62.7% 62.5% 61.8% 63.7% 64.9% 63.8% SG&A expenses 106,027 104,556 103,736 106,579 108,976 113,217 118,371 124,893 129,690 SG&A ratio 61.9% 63.0% 63.0% 61.5% 60.5% 61.0% 62.8% 62.9% 63.3% Operating profit 5,116 4,801 1,877 2,179 3,515 1,613 1,865 4,019 1,100 YoY -671.6% -6.2% -60.9% 16.1% 61.3% -54.1% 15.6% 115.5% -72.6% OPM 3.0% 2.9% 1.1% 1.3% 2.0% 0.9% 1.0% 2.0% 0.5% Non-operating income 1,311 1,634 1,459 1,887 1,291 1,509 1,606 1,502 - Non-operating expenses 917 1,124 876 796 813 777 721 916 - Recurring profit 5,509 5,311 2,460 3,270 3,993 2,345 2,750 4,604 1,700 YoY -1257.4% -3.6% -53.7% 32.9% 22.1% -41.3% 17.3% 67.4% -63.1% RPM 3.2% 3.2% 1.5% 1.9% 2.2% 1.3% 1.5% 2.3% 0.8% Extraordinary gains 399 1,221 0 0 340 4 1,487 23 - Extraordinary losses 2,722 3,400 1,470 1,103 1,612 980 1,537 1,607 - Impairment losses 1,352 1,579 1,397 1,030 1,494 933 1,409 1,298 - Income taxes 2,624 1,937 1,315 1,545 1,881 544 1,460 1,544 - Implied tax rate 82.4% 61.8% 132.8% 71.3% 69.1% 39.7% 54.1% 51.1% - Minority interests 180 -115 38 -76 -101 -12 -9 -16 - Ne t in c o me 382 1,310 -364 698 941 837 1,248 1,491 -1,100 YoY -104.3% 242.9% -127.8% -291.8% 34.8% -11.1% 49.1% 19.5% - Net margin 0.2% 0.8% -0.2% 0.4% 0.5% 0.5% 0.7% 0.8% -0.5% EBITDA 11,688 10,849 7,919 7,841 8,847 7,267 8,017 10,522 - EBITDA margin 6.8% 6.5% 4.8% 4.5% 4.9% 3.9% 4.3% 5.3% - Comparable store sales YoY FY02/11 FY02/12 FY02/13 FY02/14 FY02/15 FY02/16 FY02/17 FY02/18 FY02/19 Yoshinoya -6.8% -4.9% -2.3% 7.3% 1.2% 0.8% 0.1% 1.4% 2.6% Hanamaru -5.6% -7.3% -0.7% 0.2% 0.0% 1.5% -1.3% 2.9% 1.0% Arcmeal -6.5% -6.7% 1.2% 6.0% 6.7% 1.8% -6.1% -1.2% -0.2% Kyotaru -4.6% -4.3% 1.3% -0.7% 1.3% 0.8% 0.1% -0.4% 3.6% Store count FY02/11 FY02/12 FY02/13 FY02/14 FY02/15 FY02/16 FY02/17 FY02/18 FY02/19 Yoshinoya 1,154 1,189 1,193 1,191 1,190 1,188 1,207 1,200 1,232 Openings 41 36 26 27 31 37 36 28 50 Closures 72 21 22 29 32 30 17 31 18 Hanamaru 308 312 327 341 371 390 432 479 524 Openings 34 27 28 30 29 44 52 59 49 Closures 8 8 13 16 14 13 10 10 4 Arcmeal 170 172 172 175 179 186 184 178 178 Openings 0 3 5 5 6 5 0 0 4 Closures 25 1 5 2 2 3 2 6 4 Kyotaru 360 350 330 328 329 315 329 330 336 Openings 9 22 19 21 14 12 25 19 22 Closures 15 32 39 23 13 26 11 18 16 Overseas 439 490 577 636 635 675 733 821 960 Openings 54 64 109 82 49 68 94 107 147 Closures 14 13 22 23 50 40 36 19 8 Other 262 195 191 179 178 169 189 171 176 Openings 15 5 15 18 17 14 9 9 8 Closures 88 67 19 30 3 26 17 33 3 Consolidated total 2,693 2,708 2,790 2,850 2,882 2,923 3,074 3,179 3,406 Openings 153 157 202 183 146 180 216 222 280 Closures 222 142 120 123 114 138 93 117 53 Per store data (FY average; JPYmn) FY02/11 FY02/12 FY02/13 FY02/14 FY02/15 FY02/16 FY02/17 FY02/18 FY02/19 Sales Yoshinoya 78.04 74.83 72.67 78.02 80.07 80.41 81.24 83.99 - Hanamaru 49.83 50.24 60.34 56.55 54.83 56.53 58.10 59.40 - Arcmeal 121.00 120.85 121.24 127.67 134.42 133.46 124.21 124.21 - Kyotaru 70.75 77.85 71.19 72.11 74.69 77.57 79.76 81.02 - Operating profit Yoshinoya 3.80 3.88 1.61 2.41 3.41 2.57 3.20 4.21 - Hanamaru 2.56 2.53 2.84 2.33 2.79 3.04 2.28 2.80 - Arcmeal 3.76 3.35 2.28 2.39 1.62 1.40 0.73 1.15 - Kyotaru 0.37 -1.71 -0.40 0.07 0.78 0.90 0.22 0.96 - Source: Shared Research based on company data Note: Figures may differ from company materials due to differences in rounding methods. Note: Indicating figures from FY02/11 onward as segmentation was not consistent in the fiscal years prior to FY02/11.

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Summary The FY02/19 company forecast calls for sales of JPY205.0bn (+3.3% YoY), operating profit of JPY1.1bn (-72.6% YoY), recurring profit of JPY1.7bn (-63.1% YoY), and net loss of JPY1.1bn. Although the company does not provide a segment breakdown, it forecasts YoY comparable store sales growth of 1.5% for Yoshinoya, 1.0% for Hanamaru, and 1.9% for Kyotaru, and a 10.0% decline for Arcmeal. The company plans to increase the number of restaurants for all brands except Arcmeal, targeting a total of 500 Hanamaru in Japan and 1,000 overseas restaurants.

The company assumes a cost-to-sales ratio of 36.2% (+1.1pp YoY) factoring in an increase in ingredient prices (mainly beef), and an expense ratio of 63.3% (+1.3pp YoY), which brings SG&A expenses to JPY129.7bn (+3.8% YoY). As a result, the company expects OPM to worsen 1.5pp to 0.5% in FY02/19.

In terms of the sales and profit weightings in 1H and 2H, the company expects the usual pattern of a higher sales weighting in 2H and higher profit weighting in 1H.

FY02/17 FY02/18 FY02/19 (JPYmn) 1H Act. 2H Act. FY A ct . 1H Act. 2H Act. FY A ct . 1H Act. 2H Est. FY Est . Sales 93,481 95,142 188,623 97,689 100,814 198,503 100,339 104,661 205,000 YoY 0.5% 2.6% 1.6% 4.5% 6.0% 5.2% 2.7% 3.8% 3.3% Cost of sales 34,105 34,281 68,386 33,976 35,615 69,591 - - - Gross profit 59,376 60,861 120,237 63,713 65,199 128,912 - - - GPM 63.5% 64.0% 63.7% 65.2% 64.7% 64.9% - - - SG&A expenses 58,431 59,940 118,371 61,577 63,316 124,893 - - - SG&A-to-sales ratio 62.5% 63.0% 62.8% 63.0% 62.8% 62.9% - - - Operating profit 945 920 1,865 2,136 1,883 4,019 55 1,045 1,100 YoY -20.7% 118.5% 15.6% 126.0% 104.7% 115.5% -97.4% -44.5% -72.6% OPM 1.0% 1.0% 1.0% 2.2% 1.9% 2.0% 0.1% 1.0% 0.5% Recurring profit 1,178 1,572 2,750 2,448 2,156 4,604 332 1,368 1,700 YoY -20.7% 82.8% 17.3% 107.8% 37.2% 67.4% -86.4% -36.5% -63.1% RPM 1.3% 1.7% 1.5% 2.5% 2.1% 2.3% 0.3% 1.3% 0.8% Net in co me 1,574 -326 1,248 1,290 201 1,491 -850 -250 -1,100 YoY 137.4% -287.4% 49.1% -18.0% -161.7% 19.5% -165.9% -224.4% -173.8% Net margin 1.7% -0.3% 0.7% 1.3% 0.2% 0.8% -0.8% -0.2% -0.5% Source: Shared Research based on company data Note: Figures may differ from company materials due to differences in rounding methods. Final year of the first stage of 10-year plan NEW BEGINNINGS 2025 Strategies as of start of FY02/19 With the aim of making its vision outlined in the long-term management plan NEW BEGINNINGS 2025 (final year: 2025) a reality, the company has implemented a three-year medium-term plan. FY02/19 is the final year of the medium-term plan positioned as the first stage of the company’s long-term vision NEW BEGINNINGS 2025. In other words, it is the wrap-up of an experimental period, during which the company plans to evaluate how effective the new service format for its core Yoshinoya segment is and apply the new model to actual stores. With a view to achieving top-line growth, in the domestic market, the company will work to increase comparable store sales for Yoshinoya by 2.6% YoY and aim for growth of Hanamaru and Kyotaru through store expansions. Likewise in overseas, it plans to achieve growth through store expansions in China and the ASEAN region.

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Progress with medium-term plan (as of FY02/18)

Progress FY02/17 FY02/18 FY02/19 Progress FY02/17 FY02/18 FY02/19 (JPYmn) Est. (stores, JPYmn) Est. Initial Est. Sales 193,000 202,000 210,000 Initial Est. Store count 3,114 3,300 3,500 (A) Japan 175,400 180,000 185,000 (A) Japan 2,330 2,400 2,500 Overseas 17,600 22,000 25,000 Overseas 784 900 1,000 Act. (Est.) Sales 188,623 198,503 205,000 Act. (Est.) Store count 3,074 3,179 3,455 (B) Japan 172,017 178,769 - (B) Japan 2,341 2,358 2,511 Overseas 16,606 19,734 - Overseas 733 821 944 Difference Sales -4,377 -3,497 -5,000 Difference Store count -40 -121 -45 (B-A) Japan -3,383 -1,231 - (B-A) Japan 11 -42 11 Overseas -994 -2,266 - Overseas -51 -79 -56 Initial Est. Operating profit 3,400 4,300 6,000 Initial Est. Capex 16,800 16,000 19,000 (A) OPM 1.8% 2.1% 2.9% (A) Japan 11,300 10,500 12,200 Act. (Est.) Operating profit 1,865 4,019 1,100 Overseas 5,500 5,500 6,800 (B) OPM 1.0% 2.0% 0.5% Act. (Est.) Capex 11,373 10,749 17,900 Difference Operating profit -1,535 -281 -4,900 (B) Japan 8,698 8,940 - (B-A) OPM -0.8pp -0.1pp -2.3pp Overseas 2,675 1,809 - Initial Est. ROE - - 4.7% Difference Capex -5,427 -5,251 -1,100 Act. 2.2% 2.6% - (B-A) Japan -2,602 -1,560 - Difference - - - Overseas -2,825 -3,691 - Source: Shared Research based on company data Note: Figures may differ from company materials due to differences in rounding methods.

Progress with numerical targets through FY02/18, and assumptions and actions for FY02/19 are outlined below. Store count: In FY02/18, Yoshinoya HD missed its target of opening 121 new stores worldwide because plans to open new ◤ stores in China and the ASEAN region were delayed. In FY02/19, the company plans to continue opening stores in these two regions and begin opening stores in new areas of the US in anticipation of accelerating store openings in the US from FY02/20 onward.

Sales: Slightly below target in FY02/18, but expected to be on track in FY02/19 depending on the performance of Yoshinoya, ◤ Hanamaru, and Kyotaru. (Overseas restaurants make a minimal impact on earnings, because most of the businesses in China and the ASEAN region are franchises.)

Operating profit: Unlikely to make FY02/19 target. Fell slightly short of target in FY02/18. Ingredient prices have gone up ◤ sharply in FY02/19 and are far higher than medium-term plan assumptions. In addition to import restrictions affecting US beef prices, rice, vegetable, and seafood prices are also expected to rise.

ROE of 4.7%: Despite efforts to raise profit margins, this target appears unrealistic based on FY02/19 net income forecasts. ◤

Despite the above challenges, the company remains committed to achieving FY02/19 targets so it can advance to the second stage of its long-term vision, which is considered the most important.

Status as of October 2018 Yoshinoya HD posted a net loss in 1H FY02/19, making weak progress toward quantitative targets (mainly profits) for the full year. The company explained it was in the first stage of its long-term management plan (a period to explore various business reforms), and that it prioritized determining the right direction for its business reforms with an eye towards medium-term targets, rather than reducing costs for the short term. As for qualitative targets, the following projects have been underway in 2H:

Initiatives that utilize technology: 1) Voice recognition checkout system, which recognizes the employee’s voice and issues an ◤ order slip, communicates intuitively with the kitchen, and processes payments using the order slip barcode. 2) Automated dishwashing line. 3) Employee scheduling support software in which AI acquires the knowledge of experienced restaurant managers to support new managers in planning employee shifts.

Health-oriented initiatives: Pep Gyu (containing peptides that inhibit triglycerides) and GABA Gyu (containing ◤ gamma-aminobutyric acid, which counteracts hypertension) are the company’s second and third functional food products following Salacia Gyu

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Completion of Yoshinoya’s new service format: Operating 23 cash-and-carry stores that do not have the standard U-shaped ◤ counters. Although the overall effectiveness of initiatives that utilize technology has been confirmed, some elements must still be verified . That said, Yoshinoya HD has decided to convert about 100 restaurants to cash-and-carry format stores in FY03/20 or later.

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Past initial forecasts versus results Past initial forecasts versus results Results vs. Initial Est. FY02/14 FY02/15 FY02/16 FY02/17 FY02/18 (JPYmn) Cons. Cons. Cons. Cons. Cons. Sales (Initial Est.) 173,000 175,000 185,000 193,000 202,000 Sales (Results) 173,418 180,032 185,738 188,623 198,503 Results vs. Initial Est. 0.2% 2.9% 0.4% -2.3% -1.7% Operating profit (Initial Est.) 3,000 3,300 3,000 3,400 4,400 Operating profit (Results) 2,179 3,515 1,613 1,865 4,019 Results vs. Initial Est. -27.4% 6.5% -46.2% -45.1% -8.7% Recurring profit (Initial Est.) 3,100 3,700 3,400 3,800 5,100 Recurring profit (Results) 3,270 3,993 2,345 2,750 4,604 Results vs. Initial Est. 5.5% 7.9% -31.0% -27.6% -9.7% Net income (Initial Est.) 1,000 1,000 800 1,900 2,100 Net income (Results) 698 941 837 1,248 1,491 Results vs. Initial Est. -30.2% -5.9% 4.6% -34.3% -29.0%

Source: Shared Research based on company data Note: Figures may differ from company materials due to differences in rounding methods.

The company’s OPM is low at 1–2%. Therefore, sales performance versus target and fluctuations in the cost ratio and SG&A expenses can have a major impact on profit. Taking FY02/18 as an example, a 1.0pp difference in the cost ratio had a JPY2.0bn impact on profit, which is almost half the JPY4.4bn operating profit forecast. For net income, changes at the OP level and the difference between estimated and actual impairment values at stores (including taxes) also have an impact. (Estimates factor in about the same level of extraordinary losses including impairment as the preceding fiscal year; the company has disclosed forecasts on extraordinary gains/losses in previous years.)

In FY02/14, sales exceeded the initial company forecast by 0.2%, but operating profit fell far short of target because the cost ratio was 0.6pp higher than expected. Recurring profit was not far off target due to a large non-operating profit of JPY1.1bn, including miscellaneous profit of JPY799mn. Net income was far below the company forecast, because of extraordinary losses that reached JPY1.1bn versus the expected JPY866mn, as well as tax liabilities.

In FY02/15, operating profit and recurring profit exceeded the initial company forecasts because sales were ahead of target due to brisk comparable store sales that absorbed a higher cost ratio (+0.5pp vs. forecast) and a small SG&A expense overshoot. Net income narrowly missed the initial forecast, as the company booked extraordinary gains of JPY340mn and extraordinary losses of JPY1.6bn (including a JPY1.5bn impairment loss) versus its forecast of JPY1.2bn in extraordinary losses. The tax effect also impacted the bottom line.

In FY02/16, sales were more or less on target and the cost ratio was 0.5pp lower than expected. However, SG&A expenses were sharply higher than forecast (SG&A expense ratio worsened by 1.3pp), causing operating profit and recurring profit to fall far short of initial forecasts.

In FY02/17, sales were 2.3% lower than expected due to weak comparable store sales and a cost ratio 1.0pp higher than expected. As a result, profits were sharply below forecast.

In FY02/18, although sales were slightly below the initial forecast, the cost ratio was on track and SG&A expenses were lower than expected. As a result, operating profit missed the initial forecast by a relatively narrow margin. However, net income fell far short due to a larger-than-expected impairment loss.

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Performance plan estimates versus actual

FY02/14 FY02/15 FY02/16 FY02/17 FY02/18 Est. Act. Diff. Est. Act. Diff. Est. Act. Diff. Est. Act. Diff. Est. Act. Diff. Yoshinoya 13.6% 7.3% -6.3pp -0.9% 1.2% 2.1pp 8.0% 0.8% -7.2pp 4.5% 0.1% -4.4pp 2.4% 1.4% -1.0pp Comparable Hanamaru 0.1% -0.7% -0.8pp 0.8% 0.0% -0.8pp 0.0% 1.5% 1.5pp 0.3% -1.3% -1.6pp 0.2% 2.9% 2.7pp store sales YoY Arcmeal 1.4% 6.0% 4.6pp 1.4% 6.7% 5.3pp 1.2% 1.8% 0.6pp -0.3% -6.1% -5.8pp 1.5% -1.2% -2.7pp Kyotaru 1.3% 0.2% -1.1pp 1.5% 1.3% -0.2pp 1.2% 0.8% -0.4pp 0.4% 0.1% -0.3pp 1.0% -0.4% -1.4pp Yoshinoya Year-end 1,223 1,191 -32 1,213 1,190 -23 1,197 1,188 -9 1,208 1,207 -1 1,219 1,200 -19 Openings 53 27 -26 44 31 -13 37 37 0 50 36 -14 40 28 -12 Closures 23 29 6 22 32 10 30 30 0 30 17 -13 28 31 3 Net increase 30 -2 -32 22 -1 -23 7 7 0 20 19 -1 12 -3 -15 Hanamaru Year-end 349 341 -8 403 371 -32 412 390 -22 439 432 -7 478 479 1 Openings 32 30 -2 50 29 -21 41 44 3 50 52 2 50 59 9 Closures 10 16 6 3 14 11 0 13 13 1 10 9 4 10 6 Net increase 22 14 -8 47 15 -32 41 31 -10 49 42 -7 46 49 3 Arcmeal Year-end 182 175 -7 186 179 -7 182 186 4 187 184 -3 182 178 -4 Openings 10 5 -5 12 6 -6 3 5 2 1 0 -1 2 0 -2 Closures 0 2 2 1 2 1 0 3 3 0 2 2 4 6 2 Net increase 10 3 -7 11 4 -7 3 2 -1 1 -2 -3 -2 -6 -4 Kyotaru Year-end 333 328 -5 328 329 1 346 315 -31 327 329 2 340 330 -10 Store count Openings 28 21 -7 15 14 -1 26 12 -14 20 25 5 20 19 -1 Closures 25 23 -2 15 13 -2 9 26 17 8 11 3 9 18 9 Net increase 3 -2 -5 0 1 1 17 -14 -31 12 14 2 11 1 -10 Overseas Year-end 717 636 -81 732 635 -97 697 675 -22 780 733 -47 838 821 -17 Openings 144 82 -62 107 49 -58 75 68 -7 115 94 -21 112 107 -5 Closures 4 23 19 11 50 39 13 40 27 10 36 26 7 19 12 Net increase 140 59 -81 96 -1 -97 62 28 -34 105 58 -47 105 88 -17 Other Year-end 195 179 -16 193 178 -15 190 169 -21 173 189 16 164 171 7 Openings 25 18 -7 30 17 -13 22 14 -8 6 9 3 4 9 5 Closures 21 30 9 1 3 2 4 26 22 2 17 15 29 33 4 Net increase 4 -12 -16 29 14 -15 18 -12 -30 4 20 16 -25 -24 1 Consolidated Year-end 2,999 2,850 -149 3,055 2,882 -173 3,024 2,923 -101 3,114 3,074 -40 3,221 3,179 -42 total Openings 292 183 -109 258 146 -112 204 180 -24 242 216 -26 228 222 -6 Closures 83 123 40 53 114 61 56 138 82 51 93 42 81 117 36 Net increase 209 60 -149 205 32 -173 148 42 -106 191 151 -40 147 105 -42 Cost ratio 36.7% 37.3% 0.6pp 37.0% 37.5% 0.5pp 38.7% 38.2% -0.5pp 35.3% 36.3% 1.0pp 35.0% 35.1% 0.1pp Costs SG&A ratio 61.6% 61.5% -0.1pp 61.1% 60.5% -0.6pp 59.7% 61.0% 1.3pp 62.9% 62.8% -0.1pp 62.9% 62.9% 0.0pp Source: Shared Research based on company data The number of stores opened and closed does not match data in “Others” (result) for FY02/17, because 28 Setaga-ya and FRJ28 stores have been added.

Impairment losses

Impair ment los s es FY02/14 FY02/15 FY02/16 FY02/17 FY02/18 (JPYmn) Cons. Cons. Cons. Cons. Cons. Extraordinary losses 1,103 1,612 980 1,537 1,607 Impairment losses 1,030 1,494 933 1,409 1,298 Yoshinoya 390 496 383 246 370 Hanamaru 283 304 153 213 296 Arcmeal 69 85 102 404 414 Kyotaru 166 205 110 69 121 Overseas 92 206 101 70 50 Other 27 174 67 403 43 Source: Shared Research based on company data Note: Figures may differ from company materials due to differences in rounding methods.

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Medium-term plan: seeking to revamp existing business model

On April 11, 2016, Yoshinoya HD unveiled a new three-year business plan for the Yoshinoya Holdings Group. The three years ending in FY02/19 were positioned as the first stage of the 10-year long-term vision NEW BEGINNINGS 2025, a period for sowing the seeds of growth in the second stage onward. The company sees the second stage (FY02/20–FY02/22) as an expansion phase when it produces results from the experiments and verification of the first stage. The final, third stage (FY02/23–FY02/26) is the harvesting phase i.e., reaping the rewards of the work in the first and second stages.

Shared Research is positive on the plan, which we consider to be ambitious in that the company: 1) underscores the difficulty of achieving growth by adhering to a traditional restaurant business model (i.e., defining the format, opening new stores, and ensuring an efficient customer turnover); 2) attempts to build a business model by harnessing technology with a view to diversifying into the service industry; and 3) seeks to generate value-added by investing in people (see increasing personnel expenses as an opportunity rather than a cost burden).

Long-term vision

Long-term visions of Yoshinoya Holdings

Group management philosophy For the People

Long-term management vision

1. Jointly create values with customers instead of unilaterally attempting to create them

The three joint creations to 2. Jointly create new business models and services by leveraging connections beyond achieve vision goals boundaries between divisions, business corporations, and national borders

3. Jointly create new values going beyond hedges between industries and businesses

The three keywords People, Health, and Technology

Source: Company materials Basic strategy In the past, each Yoshinoya HD group company had its own business model and achieved growth by putting its model into action while making constant improvements. The company notes that it became difficult to sustain robust growth in this way after the turn of the century. A new business model that could be used over the longer term was needed to replace existing business models and turn the situation around. Consequently, the company is working on creating a new business model, which will require around three years. Yoshinoya HD aims to press on with reforms that clearly surpass previous efforts and acknowledges the need to attain dramatic progress through outstanding innovation. The company refers to such innovation as “redefining the restaurant business” and has made it one of the themes of its long-term vision to address as a group, seeking to create markets and provide value beyond the scope of existing restaurant businesses.

Group-wide challenges The company is engaged in the following initiatives in the three years of the first stage. Embracing the slogan “Try first, think next,” it aims to attain its targets without fear of failure causing it to become overly conservative.

New value to improve the profitability of existing businesses: New menus, improved store operations, and introduction of ◤ new marketing methods

Growth and scale expansion by opening stores in Japan and overseas: New formats and locations and accelerated opening of ◤ new stores overseas, mainly in Asia

New businesses and a foundation for operating new businesses: Harnessing of existing management resources and ◤ technologies, creation of strategic business alliances

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Three keywords The company has three keywords (people, health, and technology), and describes strategies for each as follows:

People: The company considers people to be the most important of the three keywords. Yoshinoya HD appreciates people, ◤ and is committed to the value and joy created by products and services delivered by people. The company sees personnel expenses not as a simple cost burden but as an investment toward added value. Its commitment to people also leads to job creation that contributes to society. The company focuses on making its stores attractive to employees and providing them opportunities for growth through its businesses. It intends to create value through these employees whose abilities have been maximized, and then channel the created value to the customers through its services.

Health: The company plans to deepen its efforts to develop healthy menus and ingredients by investing time and funds in ◤ research into products that are proven to be healthy. Health-related measures targeting employees will be put into action at the same time. As a company that practices wellness management, Yoshinoya HD has appointed a Chief Wellness Officer (CWO).

Technology: During the three years of the first stage, the company has been utilizing big data obtained from the T Point ◤ (loyalty scheme) system to cultivate new customers and find other ways to increase customer traffic, and has been sharing its findings with group companies. Technology will also play a part in reducing employees’ workload and improving working conditions so that the company can attract enough employees and improve customer service.

From competition to co-creation In pursuit of a nimble organizational structure for implementing growth strategies, Yoshinoya HD has had the management teams of group companies strengthen ties through participation in group-wide strategic management and adoption of intracompany personnel exchange. Going forward, the company envisions a shift from competition to co-creation, and will accordingly start a management training program to foster managers and leaders who can utilize outside knowledge and networks and take a broader perspective to achieve business growth. The company also seeks to advance diversity in the organization, based on the understanding that innovation can emerge from a diverse organization.

Yoshinoya HD takes the following stance on co-creation: 1) value should be co-created with customers instead of being a one-way delivery; 2) co-creation of new business models and services is achieved through connections that break down barriers between business divisions, companies, and national borders; and 3) the company will co-create new value by leveraging outside wisdom and expertise beyond the constraints of industries and business sectors.

Challenges by segment The company has set the following challenges for each segment.

Yoshinoya: Provide the best service in the restaurant industry, create new Yoshinoya formats, and introduce new marketing ◤ methods and health-focused menus

Hanamaru: Develop products with a focus on health, beauty, and dietary education, targeting 500 restaurants in Japan ◤ Arcmeal: Improve earnings by making restaurants and headquarters operations more efficient (greater use of IT to reduce ◤ workload), develop new and people-focused businesses to drive group earnings

Kyotaru: Expand urban conveyor belt sushi concept (profitable Kaisen Misakiko format) and overseas business, mainly in Asia ◤ (overseas expansion of take-out sushi business)

Overseas: Localize restaurants (develop locations and menus in new areas that are compatible with the local food culture to ◤ improve profitability), targeting 1,000 overseas restaurants/stores

Yoshinoya HD, Green’s Planet: Conduct acquisitions and strategic alliances; create new business formats ◤

Quantitative targets for FY02/19 Quantitative targets for FY02/19 (final year of first stage) are as follows:

Number of restaurants/stores in Japan and overseas: 3,500 ▷ Consolidated sales: JPY210.0bn ▷

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Consolidated operating profit: JPY6.0bn ▷ ROE: 4.7% ▷

Quantitative targets for each fiscal year are shown below (see Full-year company forecasts section for progress).

Three-year medium-term plan quantitative targets

MTP targets FY02/16 FY02/17 FY02/18 FY02/19 (JPYmn) Act. MTP MTP MTP Consolidated sales 185,738 193,000 202,000 210,000 Japan 168,228 175,400 180,000 185,000 Overseas 17,510 17,600 22,000 25,000 Operating profit 1,613 3,400 4,300 6,000 OPM 0.9% 1.8% 2.2% 2.9% Store count (stores) 2,923 3,114 3,300 3,500 Japan 2,244 2,330 2,400 2,500 Overseas 679 784 900 1,000 Capital expenditures 12,879 16,800 16,000 19,000 Japan 10,718 11,300 10,500 12,200 Overseas 2,161 5,500 5,500 6,800 Source: Shared Research based on company data Note: Figures may differ from company materials due to differences in rounding methods.

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Business Business description Major restaurant operator whose core business is Japan’s best-known gyudon beef bowl chain

Yoshinoya HD operates major restaurant chains in Japan and overseas. Its portfolio includes the mainstay Yoshinoya gyudon chain that boasts a 120-year history since the opening of its first store, and a wide variety of other restaurants*, which the company began acquiring from the late 1990s. As the creator of gyudon beef bowl, Yoshinoya is a household brand immediately associated with the dish. The company posted sales of JPY199bn in FY02/18, and ranks fifth out of 95 listed food-service companies in Japan (as of April 1, 2018). Yoshinoya HD also stands out for running more than 800 restaurants overseas.

Apart from the founding beef bowl business, current formats range from udon noodles to steak, sushi (take-out and conveyor belt sushi), and . Brands other than Yoshinoya include Hanamaru Udon, Steak-no-Don, Volks, Shabu Shabu Don-tei, Kyotaru, Kaisen Misakiko, and Setaga-ya.

Segment breakdown

Segment For ma t Store names Store count Yoshinoya Gyudon Yoshinoya, Sobadokoro 1,206 Hanamaru Udon Self-service Hanamaru Udon 478 udon Senkichi 21 Arcmeal Steak Volks 41 Steak-no-Don 69 Shabu Shabu Suburban Shabu Shabu Don-tei 55 Italian Don Italiano, other 5 Kyotaru Take-out sushi Mainly Kansai-style sushi Kyotaru 189 Edomae-style sushi Sushi Misakiko 14 Eat-in sushi Conveyor belt sushi Kaisen Misakiko 86 Sushi Misakimaru 41 Nihonbashi Sui, other 11 Overseas Gyudon Yoshinoya 842 Udon Hanamaru 47 Other Ramen Setaga-ya, Hirugao, Bari-uma, Torinosuke, other 257 Source: Shared Research based on company data and website Note: The company does not formally disclose individual store count by brand. The store counts in the table are referential figures taken from the company website as of July 2018 and do not necessarily match the figures indicated in the text of this report.

The total number of restaurants (all formats, including take-out only stores) was 3,179 as of end February 2018, breaking down into 2,351 in Japan and 828 overseas. The number of directly operated restaurants stood at 2,368. Additionally, the company has a total of 811 franchisees operating Yoshinoya (Japan and overseas) and Hanamaru (Japan only) brand restaurants. (Franchise revenue and other financial details are undisclosed.)

* Hanamaru, Arcmeal, and Kyotaru became part of the group through M&A from the late 1990s onward (Yoshinoya HD acquired Kyotaru in 1999, Hanamaru in 2004, and Arcmeal in 2008. The Kyotaru and Arcmeal acquisitions were essentially rescue operations. The company acquired, but later sold or withdrew from businesses including Shanghai Express, R1, and Ishiyaki Bibimbap.

Business portfolio overview Strength centered on Yoshinoya Although Hanamaru is recording solid growth, and the Overseas segment revamped in earnest under the current management team has started to contribute to earnings (together accounting for about a third of OP), the Yoshinoya segment still dominates with a 62.5% profit share. In fact, the majority of restaurants in the fast-growing Overseas segment are in the Yoshinoya format as well (Yoshinoya + Overseas combined account for 77.8% of profit), so the company remains highly dependent on its core brand.

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Sales breakdown by segment (FY02/18) Profit breakdown by segment (FY02/18) Other 1.7% Other -0.1% Overseas Overseas Kyotaru 9.8% 15.3% 3.9%

Kyotaru Arcmeal 13.3% 2.6% Yoshinoya 50.4% Arcmeal Hanamaru Yoshinoya 11.2% 15.7% 62.5%

Hanamaru 13.5%

Source: Shared Research based on company data Source: Shared Research based on company data Profitability relatively low for Arcmeal and Kyotaru; varies year to year for Yoshinoya The Yoshinoya, Hanamaru, and Overseas segments were relatively profitable in FY02/18, whereas Arcmeal and Kyotaru were weak, even though these segments did not finish in the red.

Segment profitability

Segment OPM Asset turnover ROA (OP-based) Yoshinoya 5.0% 2.0 9.9% Hanamaru 4.7% 2.5 11.6% Arcmeal 0.9% 2.1 1.9% Kyotaru 1.2% 2.1 2.5% Overseas 6.3% 1.3 8.2% Consolidated total 2.0% 1.7 3.5% Source: Shared Research based on company data

Historical figures indicate Kyotaru’s segment profit has remained low although it returned to the black, while Arcmeal’s profit has slumped and remained low (see segment information for details). In contrast, Yoshinoya’s segment profit tends to fluctuate significantly from year to year, so Yoshinoya’s performance essentially determines the performance of the group as a whole. We note that centralizing company-wide business processes at Yoshinoya HD has had a positive impact on segment profit across the board (i.e., adjustments have increased, improving segment profit by the same amount).

Sales by segment Operating profit by segment

(JPYmn) (JPYmn) 200,000 8,000 180,000 6,000 160,000 140,000 4,000

120,000 2,000 100,000 0 80,000 60,000 -2,000 40,000 -4,000 20,000 0 -6,000 FY02/11 FY02/12 FY02/13 FY02/14 FY02/15 FY02/16 FY02/17 FY02/18 FY02/11 FY02/12 FY02/13 FY02/14 FY02/15 FY02/16 FY02/17 FY02/18

Yoshinoya Hanamaru Arcmeal Kyotaru Overseas Other Adjustments Yoshinoya Hanamaru Arcmeal Kyotaru Overseas Other

Sales (JPYmn) FY02/11 FY02/12 FY02/13 FY02/14 FY02/15 FY02/16 FY02/17 FY02/18 OP (JPYmn) FY02/11 FY02/12 FY02/13 FY02/14 FY02/15 FY02/16 FY02/17 FY02/18 Yoshinoya 91,272 87,667 86,553 92,997 95,318 95,607 97,281 101,082 Yoshinoya 4,440 4,551 1,916 2,873 4,061 3,054 3,835 5,064 Hanamaru 14,700 15,573 19,279 18,887 19,521 21,510 23,880 27,057 Hanamaru 754 783 907 777 994 1,158 937 1,274 Arcmeal 22,082 20,666 20,853 22,150 23,793 24,357 22,979 22,482 Arcmeal 686 573 392 415 286 256 135 209 Kyotaru 25,681 27,638 24,205 23,725 24,537 24,976 25,682 26,695 Kyotaru 134 -606 -137 24 255 289 72 316 Overseas 10,869 10,307 9,880 12,469 14,955 17,510 16,606 19,734 Overseas -43 -118 -210 286 568 557 913 1,243 Other 9,232 6,479 5,882 4,737 3,420 3,492 4,180 3,508 Other -134 43 -43 57 -148 -158 -56 -6

Source: Shared Research based on company data Note: Figures may differ from company materials due to differences in rounding methods. Challenges faced by earnings pillar Yoshinoya Looking at Yoshinoya’s performance over a longer period, the company had to suspend sales of gyudon beef bowls for 949 days from February 2004 to September 2006 in the wake of the BSE1 outbreak in 2003. From this point, earnings levels fell sharply, and segment earnings have been volatile. Reasons for this are as follows.

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Structural factor: Beef prices have remained high after the BSE crisis, because demand increased in China and other Asian ◤ countries.

True to the image of Yoshinoya’s brand as a gyudon beef bowl chain, gyudon remains the mainstay product. ◤ It has been difficult for the company to raise prices for complex reasons, including competition between the top three ◤ companies and the effects of a price hike in the past2.

Scope for opening new restaurants is limited in the saturated domestic gyudon market, while multiple factors are increasing ◤ costs, such as rising wages and prices of ingredients other than beef (see Yoshinoya segment section for details).

Restaurants are all experiencing tough operating conditions, with new companies entering a market that is shrinking due to population decline and facing tough competition from other food-service sectors such as convenience stores. Although Yoshinoya HD has steadily increased earnings after the BSE crisis, we believe the company faces formidable challenges due to the limitations it shoulders in connection with gyudon and beef.

1 Bovine Spongiform Encephalopathy (BSE), commonly called mad cow disease, causes sponge-like cavities in the brains of bovines. US beef imports to Japan were banned for some time, because the disease can be passed to humans if they eat infected animals. Yoshinoya HD had to stop selling gyudon, because the company uses US beef.

2 A price hike in 2014 resulted in a double-digit drop in customer traffic.

Yoshinoya: Long-term earnings trends

(JPYmn) 120,000 20.0% 16.7% 100,000 15.7% 15.0% 80,000 13.0%

60,000 10.0% 6.9% 6.2% 4.9% 40,000 5.2% 4.3% 5.0% 5.0% 3.7% 3.9% 20,000 2.8% 2.4% 2.2% 3.1% 3.2% 0.0% 0 -1.9% -20,000 -5.0%

Sales Operating profit OPM Source: Shared Research based on company data Note: Figures through FY02/10 are for the Gyudon-related business segment. Figures for FY02/11–FY02/13 are for the Domestic Yoshinoya segment. Figures from FY02/14 are for the Yoshinoya segment.

Domestic sales price of US frozen short plate

(JPY/kg)

1,400 1,303

1,200

1,000 922 790 777 786 784 800 724 679 600 607 584 382 559 559 584 400 345 200 300

0 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017

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(JPY/kg)

1,400 1,303 1,200 1,000 922

790 777 786 784 800 724 679 600 607 584 584 382 559 559 400

345 200 300

0 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Source: Shared Research based on company data Note: Prices are domestic sales prices, not Yoshinoya’s purchase prices (see Earnings structure section). Note: Short plate is the beef cut Yoshinoya uses for its gyudon beef bowl.

Yoshinoya segment Business model In the Yoshinoya segment, FY02/18 sales grew 3.9% YoY to JPY101.1bn and segment profit was up 32.0% YoY to JPY5.1bn before adjustments. There are 1,200 Yoshinoya restaurants in Japan, located in all prefectures. Yoshinoya, with a 28% market share, ranks second among the top three beef bowl companies by restaurant count, following Zensho that operates 1,944 Sukiya restaurants (46% share). ranks third with 1,117 Matsuya restaurants (26%).

Yoshinoya restaurant formats

Cash-and-carry format Suburban drive-thru format Yoshinoya franchise agreement

Yoshinoya Contract Five years period Renewal Sign a new contract at renewal; otherwise, contract is terminated automatically Affiliation fee JPY1.5mn Renewal fee JPY750,000 Guarantee JPY750,000 deposit Royalty Monthly fee equivalent to 3% of total payment sales Advertising Monthly fee equivalent to 1% of total charges sales Administrative JPY38,000/mo per set of equipment charges JPY6,000/mo per POS register, other Source: Shared Research based on Source: Shared Research based on company data Source: Shared Research based on company data company data

Mainly directly operated restaurants Although some Yoshinoya restaurants are franchises, they only represent 7% (approximately 80) of the total. Franchises are no longer particularly attractive to owners, because they require a relatively large investment (JPY40–50mn) and are not as profitable as they used to be. The company does not actively seek franchisees and takes a cautious approach to applicants. There are no new franchise openings in the pipeline. Yoshinoya HD receives a 4% royalty from franchisees and sells them ingredients, but does not disclose franchise-related earnings.

The chain’s average annual sales per restaurant exceed JPY80mn.

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Core products Yoshinoya’s menu is diverse. The main ingredient is not limited to beef, but includes pork, chicken, and fish, and Yoshinoya restaurants also offer meal sets with side dishes in addition to its rice bowl dishes with various toppings. That being said, gyudon beef bowl remains the core product accounting for around 50% of sales.

Yoshinoya’s menu (as of October 2018)

Category Main menu (price in JPY) Gyudon (beef bowl) Gyudon Salacia Gyudon Beef Bowl with Toppings of Mini Set Meal (380) (480) Green Onion and Raw Egg (400) (480) Butadon (Pork Bowl) New Pork Bowl Grilled Pork & Ginger Bowl Pork Bowl with Kimchi Pork Bowl with Toppings of Green (350) (490) * (450) Onion and Raw Egg (450) Toridon (chicken bowl) Tori-suki don Grilled Chicken & Ginger Bowl (chicken bowl) (490) * (450) Grilled Rib Bowl Grilled Rib Bowl Grilled Rib & Ginger Bowl Grilled Rib Bowl with Kimchi Grilled Rib Bowl with Soft-boiled Egg (590) (590) * (690) (660)

Curry and Rice Black Curry and Rice Black Curry and Rice with Beef Black Curry and Rice with Black Curry and Rice with Vegetable (350) (550) Cheese (600) * (450) Deluxe Broiled Eel Deluxe Broiled Eel and Rice Broiled Eel Box with Small Beef Deluxe Broiled Eel and Rice Deluxe Broiled Eel and Rice, Miso and Rice Box Box—One piece Bowl Set Soup, and Small Beef Bowl Set (790) (930) (860) (1,000)

Vegetable menu Beef and Vegetables Meal Vegetables Meal Black Curry and Rice with Vegetable Plate (600) * (490) * Vegetables (390) (600) * Breakfast Grilled Salted Mackerel Meal * Ham and Eggs Meal Young Sardine and Grated Seasoned Cod Roe Meal (450) (350) Radish Meal (390) (390) Dinner Grilled Rib and Beef Meal Broiled Salted Mackerel Meal Broiled Salted Mackerel and (690) (690) * Beef Meal (790) * Meal set Grilled Pork & Ginger Meal Beef and Vegetables Meal Beef and Salmon Meal (550) * (600) * (580)

Children, family Beef Bowl Mini Set Mini Curry Set (360) (300) Source: Shared Research based on company website * Seasonal menu items Customer base Yoshinoya’s main customers are men in their 40s and 50s. The male to female ratio is 8:2. The ratio of men is higher than at rival chains. The take-out weighting has steadily increased to around 25%, contributing to sales. Home delivery started recently, and was offered by 62 restaurants as of August 2018.

Average customer spend The average customer spend at Yoshinoya restaurants has trended up in the past 10 years accompanying the introduction of new menu items. Yoshinoya’s price settings are similar to those of rival chains. It charges JPY380 for a regular beef bowl. Sukiya charges JPY3501, and Matsuya JPY380 for a premium beef bowl and JPY3202 for a regular one. Pork bowls are JPY350 at Yoshinoya, and JPY380 at Sukiya. Meal sets with a beef main dish cost around JPY590 at Yoshinoya, JPY540 at Sukiya, and JPY600 at Matsuya.

The limitations Yoshinoya faces on pricing are noted previously in the overview. The price of a standard size beef bowl rose from JPY300 to JPY350 in 1980, to JPY370 in 1985, and to JPY400 in 1990. The price was cut to JPY280 in 2001 before sales were suspended following the BSE crisis. When sales resumed, the price was JPY380. The price was cut to JPY280 again in 2013, but has been JPY380 since 2014.

1 Sukiya raised the prices of non-standard size beef bowls in November 2017 because of ingredient price increases (for beef and others) and rising labor costs. It hiked the price of the medium beef bowls by JPY10 and extra-large and mega beef bowls by JPY50.

2 Matsuya raised its prices on April 3, 2018, due to higher ingredient prices and labor costs. However, the price hike varied from region to region. While increasing the price of some items at all stores, the price of large premium beef bowls went up from JPY520 to JPY530 in Tokyo only, and the price of standard beef bowls from JPY290 to JPY320 outside Tokyo.

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Store development The network of Yoshinoya restaurants covers all regions in Japan. Although it has opened some restaurants and closed others at a pace of 20 –30 per year, the total number has been stable at around 1,200. Of these, 400 are the U-shaped counter only format, with 800 having both counter and tables. The company is currently experimenting with 17 tables-only restaurants with various layouts.

Yoshinoya HD follows a set rule to determine the closure of its restaurants (applies to all segments). The process begins with the recognition of a potential risk of impairment when a restaurant records negative operating cash flows after its second year of operation. The company will then estimate such a restaurant’s future cash flows, factoring in the variables considered during the budgeting process, and determine its present value. If this value falls far below the book value, the company will post an impairment loss, alleviating the restaurant’s cost burden. If the restaurant still sees no prospect of an earnings recovery, it will be closed. The company rarely keeps an unprofitable store open in the Yoshinoya segment.

Sourcing ingredients The company does not disclose specifics of how it sources beef, its main ingredient (see Profitability snapshot section).

Strengths and challenges Brand power The company created the gyudon beef bowl, and most people are quick to associate the two. Yoshinoya is an iconic gyudon chain, often called by its nickname Yoshigyu, popularized by its catchphrase “Tasty, cheap, and fast,” and the subject of many stories, including its commitment to flavor and quality that led to suspending sales after the BSE outbreak. With a core fan base (a solid 50% of its orders being for gyudon versus 30–50% for rival chains), Yoshinoya’s brand power is a key differentiating factor. A 2017 brand perception survey by Nikkei Research Inc.1 ranked Yoshinoya 309th among major Japanese companies, and seventh in the food service business after MOS Food Services (155th in total ranking), Coffee Japan (167th), Kentucky Fried Chicken Japan (223rd), (240th), (227th), and McDonald’s Japan (302nd).

Flavor Although flavor perception is individual, we can say that Yoshinoya’s food is generally considered tasty and, more importantly, the company is committed to getting it right. The cut of beef used in its dishes is short plate2 and the company is well known for using only US beef, but the crucial ingredient is in fact the sauce. Yoshinoya’s traditional sauce is fermented, using liberal quantities of white wine, which only works well with grain-fed beef3, because it gives grass-fed beef a slightly unpleasant flavor. The company explains that it can only use US beef4, because no other country supplies grain-fed beef in sufficient quantities for all of its restaurants. Yoshinoya is committed to its traditional recipe, made from select ingredients such as onions, rice, and ginger.

Like all Yoshinoya HD group companies, Yoshinoya prioritizes quality in developing new products and does not succumb to a policy of sacrificing quality to cut costs and achieve a lower sales price, because it believes once that decision is made, it would produce a substandard dish. Put another way, the company’s priority is excellent quality while keeping meals tasty and inexpensive, rather than focusing on where ingredients are produced. At the same time, it will upgrade mainstay products when costs go down, sparing no effort to improve flavor and quality.

1 Nikkei Research brand perception survey: A survey that evaluated and analyzed in multiple ways the brand power of major Japanese companies from the viewpoints of the consumer and business person. Each company was given five category scores, which were totaled to produce an overall rating score. Consumers rated companies on originality, premium (how much more they are prepared to pay for the company’s product or service than those of other companies), recommendation (likelihood of recommending the company’s products and services to others), their own need for the product/service, and attachment to the product/service. Business people rated the company for originality, premium, recommendation, usefulness (how useful the company’s product/service is to their business), and attractiveness as business (whether or not they would like to work for the company).

2 Short plate: The best beef for gyudon has a 60:40 red meat to fat ratio. This part of beef used to be sold as a cheap cut in the US, but after Yoshinoya started buying it, it was cut into the size specified by the company and named “Japan spec.”

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3 Grain-fed beef: Grass-fed beef is reared on pasture, while grain-fed beef is fed grain after being reared on pasture. In principle, the longer the period of grain feeding, the higher the fat content and the better the beef tastes. Grass-fed beef has a large proportion of red meat and tastes more “meaty.”

4 US beef: Yoshinoya considered using Australian beef one or two years before the BSE outbreak to avoid the risk of depending only on the US as a supplier, but abandoned the idea for various reasons. The company concluded that gyudon made from grass-fed Australian beef did not taste the same, while there was not enough grain-fed Australian beef for its needs. See the Profitability snapshot section for the company’s thoughts on the cost of Australian beef.

US beef cuts

Chuck eye roll Strip loin Ribeye roll Tenderloin (Chuck tender) Top sirloin butt Short rib Top round (inside) Neck Bottom round (outside)

(Shoulder clod)

Flank Knuckle Hind shank

Brisket Bottom sirloin butt

Fore shank Short plate Source: Shared Research based on US Meat Export Federation data

Challenge: Overdependence on gyudon Yoshinoya’s strength is also its main weakness. The business is too dependent on gyudon, with an earnings structure that is easily affected by beef prices.

Basic strategy Expand customer base The company plans to continue revamping restaurants and menu items to expand its customer base and reduce the impact of beef prices on earnings. Given that men represent a larger share of customers than at its competitors, the company expects a proportional positive effect from measures to expand its customer base.

Regarding restaurants, while the company’s traditional layout has been a U-shaped counter in the center of the floor for maximum efficiency, it has opened 17 stores that include tables to attract women and families. Yoshinoya plans to finalize formats by fall 2018 and begin remodeling, centering on suburban restaurants. Regarding menus, the company plans to build on efforts to diversify menu items by stepping up its health-focused approach. Yoshinoya offers Salacia Gyudon (a beef bowl containing salacinol that suppresses elevation of blood glucose levels) at its restaurants. It also sells frozen Pep Gyu (a gyudon topping containing peptides that inhibit triglycerides) and GABA Gyu (containing GABA, which regulates the autonomic nervous system and lowers blood pressure) by mail order. The company also plans to attract more families by running a “half price for children” campaign.

Strengthening services Another focus is strengthening services. Traditionally, as expressed in the catchphrase “Tasty, cheap, and fast,” Yoshinoya’s priority was providing a quick service. However, the company believes that in today’s environment, there is less pressure from customers to be quick. Busy people do not eat in restaurants. Assuming that customers who go to restaurants are seeking something more than satisfying their hunger, the company is training and deploying employees to provide a thoughtful and energetic service, prioritizing customer comfort and ambience. It also plans to apportion savings from the use of technology to improving customer service.

Appropriate pricing In Yoshinoya’s case, the central topic of interest is always whether the company will raise the price of its mainstay product, standard-size gyudon. While the price of the standard-size beef bowl has not changed in recent years, the company has managed to increase the overall spending by raising prices of other menu items and introducing new items. The company’s policy on

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pricing is to make a comprehensive decision based on a market-oriented approach, while also taking factors such as ingredient prices into consideration. It plans to increase prices as appropriate for products with more added value and new products.

Hanamaru segment Business model In the Hanamaru segment, FY02/18 sales were up 13.3% YoY to JPY27.1bn and segment profit grew 36.0% YoY to JPY1.3bn before adjustments. The Hanamaru business has 479 restaurants in Japan, breaking down into 458 Hanamaru Udon (self-service udon noodle restaurants) and 21 Senkichi (subsidiary business specializing in curry udon) restaurants. There are Hanamaru Udon restaurants in all prefectures except Saga and Miyazaki. Some restaurants have names other than Hanamaru Udon, because they are located in shopping centers and named according to the shopping center’s preference. According to the Hanamaru website, sales of the Hanamaru chain totaled JPY30.6bn in FY02/18 and sales per restaurant stood at JPY67mn.

Mainly directly operated restaurants Hanamaru Udon comprises 355 directly operated restaurants and 103 franchises (22% of total), but like Yoshinoya, the number of franchises is in a downtrend because the company is not actively seeking franchisees. The company receives a royalty and other payments and sells ingredients to franchisees, but does not disclose these franchise-related sales. Hanamaru restaurants have been opening at a rate of 50 per year in recent years.

Hanamaru franchise agreement Hanamaru restaurant

Hanamaru Contract Five years period Renewal Sign a new contract at renewal by mutual agreement within three months before termination Affiliation fee JPY3.5mn (JPY2.5mn for six+ stores) Renewal fee First renewal: no charge All other renewals: JPY500,000 Paperwork charge of JPY50,000 Store opening JPY1.5mn charge Guarantee JPY2.5mn deposit Royalty Monthly JPY180,000 per store payment Source: Shared Research based on company data Advertising Monthly fee equivalent to 0.5% of and sales total sales promotion charges Administrative JPY21,000/mo charges Source: Shared Research based on company data Core products The basic ordering style is adding toppings such as tempura to udon noodles. Noodles can be ordered in small, medium, and large portions. The mainstay product is Kake (plain noodles in broth), accounting for 20% of total orders in the summer and 30% in the winter. Prices are JPY130 for small, JPY230 for medium, and JPY330 for large. Menu items in the next price range (JPY300 for small, JPY400 for medium, and JP500 for large) include cold udon noodles with broth with or without a soft-boiled egg, noodles with hot dipping sauce, and cold plain noodles. Noodles that come with toppings such as pork or beef are generally priced at JPY450 for small, JPY550 for medium, and JPY650 for large.

Customer base Hanamaru does not have a core customer base. Customers range from office workers to young families (shopping center locations). The male to female ratio is close to 50:50.

Average customer spend The average customer spend at Hanamaru restaurants is trending up, but many customers only order a small portion of plain noodles in soup (JPY130), which keeps overall spending down.

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Store development About half of Hanamaru restaurants are in shopping centers and the other half are roadside restaurants. Of the latter, 30% are in suburban locations and 20% are in mixed-use buildings, mostly occupying basement and second floor properties.

Five noodle factories in Japan Hanamaru has noodle factories in Hokkaido, Chiba, Shizuoka, Takamatsu, and Okinawa.

Strengths and challenges Hanamaru is working on health-conscious menu development and offers Salad Udon, which contains brightly colored vegetables.

As a weakness, the JPY130 small portion of plain noodles in broth, which was launched as the representative product of the Hanamaru brand, is keeping average customer spend low. The company is also having difficulty opening new stores in Tokyo, because it cannot make its kitchen any smaller under the current format, and sales are not high enough to justify higher rent.

Basic strategy Continue aggressive expansion plan The market for soba and udon noodle restaurants exceeds JPY1tn, and yet the top two companies—Hanamaru and industry leader —combined account for only a 10% share. The company sees considerable scope for expansion, because many noodle restaurants are family businesses that close due to succession-related issues. Hanamaru will continue to open new outlets mainly in suburban areas (including those in shopping centers) targeting a total of 1,000.

Arcmeal segment Business model In the Arcmeal segment, FY02/18 sales were JPY22.5bn (-2.2% YoY) and segment profit was JPY209mn (+54.8% YoY) before adjustments. As of end February 2018, the Arcmeal business comprised 70 Steak-no-Don steak restaurants, 41 Volks steak restaurants, 57 Shabu Shabu Don-tei* restaurants, and four Don Italiano restaurants. All restaurants fall into the roadside family restaurant category. Most restaurants are in Tokyo and neighboring prefectures (Saitama has the largest number), although locations vary according to brand.

Sales at all brands have hit a ceiling and restaurant counts have trended flat since 2010. All restaurants are directly managed. Average annual sales per store in this segment are around JPY120mn.

*Shabu shabu: Japanese hotpot dish of thinly sliced meat and vegetables cooked together in boiling broth.

Number of restaurants by brand and region

Steak-no-Don Shabu Shabu Don-tei Volks Don Italiano Total Tokyo 9 12 12 33 Kanagawa 4 6 7 17 Saitama 31 15 2 3 51 Chiba 1 8 5 14 Ibaraki 3 1 4 Tochigi 4 4 Gunma 5 4 9 Nagano 1 1 Osaka 10 5 4 1 20 Hyogo 2 2 4 Kyoto 3 2 5 Nara 2 2 Okayama 2 2 Fukuoka 1 5 6 Kumamoto 1 1 Taiwan 1 2 3 Total 71 58 43 4 176 Source: Shared Research based on company data Note: The company does not formally disclose store count by location. The store counts in the table are referential figures as of July 11, 2018 taken from the company website and do not necessarily match the figures indicated in the text of this report.

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Steak-no-Don Volks Shabu Shabu Don-tei

Source: Shared Research based on company data Source: Shared Research based on company data Source: Shared Research based on company data Steak-no-Don Steak-no-Don is a budget steak restaurant. The first restaurant opened in Maebashi, Gunma Prefecture, in 1976. Representative products are rib loin steak (150g, JPY1,899), Don’s classic steak (150g, JPY1,099), and Hamburg-style ground beef steak (JPY799), with a rice and mini salad set available for an additional JPY320. Lunches range from JPY699–1,099, which can be upgraded to a set menu for an additional JPY200. Competitors include Skylark group companies Steak Gusto (225g matured beef steak: JPY1,599, Hamburg-style ground beef steak with fried egg: JPY899) and Gusto (beef cut steak JPY999, Hamburg-style ground beef steak JPY449). Most restaurants are located on main streets in suburban areas and the main customers are families.

Volks Volks is a more upmarket steak restaurant that originated in Osaka*. Each restaurant has a manager and head chef, with the concept of serving “hotel-standard cuisine on a budget.” Its mainstay dish is Australian grain-fed matured sirloin steak, priced at JPY1,980 for 150g and JPY2,480 for 200g (salad bar included; additional JPY730 for bread, rice, and soup bar). The daily lunch special is JPY880 (bread, rice, and soup bar included). Competitors include Royal Holdings’ Royal Host (225g Angus sirloin steak: JPY2,480) and Pepper Food Service’s Ikinari Steak (300g Angus sirloin steak: JPY2,480). The latter has a slightly different concept, but a similar price range. The restaurants are in suburban roadside locations and mainly cater to families.

* Volks was originally a Daiei subsidiary. It is the first restaurant in Japan to offer a salad bar.

Shabu Shabu Don-tei Shabu Shabu Don-tei is a roadside shabu shabu restaurant developed as the pillar of Don brand restaurants. The chain steadily expanded in the 1980s and 1990s and boasted strong profits. Mainstay products are all-you-can-eat shabu shabu (premium beef: JPY2,980, domestic beef: JPY3,990), all-you-can-eat sukiyaki hotpot (same pricing as shabu shabu), all-you-can-eat Premium (assorted meats, sushi, and salad bar; JPY3,190), and for lunch, pork loin shabu shabu (JPY980) and all-you-can-eat matured beef loin and chicken breast (JPY1,990). Competitors include Skylark’s Shabuyo (all-you-can-eat beef and Sangenton-brand pork: JPY2,099, and with domestic beef at JPY3,199) and KR Food Service’s Kagonoya (an all-you-can-eat course with select beef and Iberian pork shabu shabu and a choice of over 60 Japanese dishes: JPY3,690). The restaurants are located on suburban main roads and mainly cater to families.

Strengths and challenges Competition with other companies is intense, making it difficult for the company to highlight its strengths. A problem shared by all Arcmeal brands is the large gap between the price of mainstay products and average customer spend. The company has not been successful in managing its brands, considering that average customer spend at Volks is converging with that of Steak-no-Don, which has a different concept.

Basic strategy The company is taking steps to improve earnings such as reducing the number of restaurant employees, as it focuses on revamping the business (including tackling the aforementioned issues).

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Kyotaru segment Business model In the Kyotaru segment, FY02/18 sales finished at JPY26.7bn, up 3.9% YoY, and segment profit grew 338.9% YoY to JPY316mn before adjustments. The Kyotaru segment comprises three businesses—take-out sushi, eat-in sushi restaurants, and out-of-store sales, with sales weightings of approximately 40%, 40%, and 20%, respectively. All stores/restaurants are in Tokyo and its three neighboring prefectures, with the majority in Tokyo. Annual sales per store/restaurant (simple segment average) are JPY80mn. The company does not disclose annual sales of individual brands. The number of take-out sushi stores (mainly Kyotaru) is on the decline, whereas the number of Kaisen Misakiko conveyor belt sushi restaurants is increasing.

Kyotaru/Sushi Misakiko (take-out sushi) store Kaisen Misakiko conveyer belt sushi restaurant

Source: Shared Research based on company data Source: Shared Research based on company data

Take-out sushi The company has around 180 take-out sushi stores operating under two brands: Kyotaru (known for the Kansai-style pressed sushi), and Sushi Misakiko (selling the hand-shaped, Edomae-style sushi). All stores are near railway stations or in department stores and supermarkets. Kyotaru’s main products include chakin (egg-wrapped sushi; JPY400 for two pieces), battera (mackerel sushi; JPY490), anago (saltwater eel sushi; JPY490) and tsuru (assorted pressed sushi; JPY590). The take-out sushi market is contracting amid the growing popularity of conveyor belt sushi restaurants, and the number of stores continues to decline after peaking at 800. That said, the Kyotaru brand stores showed relatively strong performance since including Edomae-style sushi in their menus, and this has pushed the company to continue exploring new ways to make the take-out sushi business more profitable.

Eat-in sushi restaurants The company operates a total of 130 eat-in sushi restaurants. Main brands are urban conveyor belt sushi restaurant Kaisen Misakiko (over 80 restaurants) and conventional sushi restaurant Sushi Misakimaru (over 40). The company launched its first conveyor belt sushi restaurant 20 years ago. It withdrew from roadside locations 10 years ago and now only has restaurants in city center locations. There are two types of Kaisen Misakiko restaurants—one with sushi chefs (30 restaurants) and the other where customers place orders using a touch panel.

Prices vary widely (from JPY110 to JPY600 for two pieces) at Kaisen Misakiko, which is categorized as a gourmet conveyor belt sushi restaurant. Due to their city center locations, these restaurants enjoy a diverse customer base (the lunch trade, homemakers who eat two or three plates of sushi as a snack, office workers, etc.). Restaurants with touch panel ordering attract many foreigners as well. The male to female ratio is 55:45.

Out-of-store sales In addition to selling traditional New Year cuisine and offering catering, the company supplies cooked rice to (box lunch) shops and supermarkets. The Funabashi factory–the production facility for this business–makes take-out sushi, cooked sushi rice for sushi restaurants, and rice balls for Hanamaru. The company plans to strengthen out-of-store sales of cooked rice and expand the business of supplying bento to offices, and has started sales through Gochikuru, a bento and catering service run by Star Festival Inc.

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Strengths and challenges Kaisen Misakiko has had restaurants in city center locations for 20 years and has built up the experience and expertise of operating in small spaces. Although it is a conveyor belt sushi restaurant, its concept of offering a menu with a wide range of prices to a broad customer base (versus major roadside conveyor belt chains that target families and have uniform prices) has proved successful. As a result, we surmise that Kaisen Misakiko is highly profitable, although the company does not disclose earnings by division.

Low brand awareness of Kaisen Misakiko in the Kansai region is a challenge for the business. There is also a need to improve the utilization rate of the Funabashi factory as the take-out sushi business is contracting, and the company is exploring options such as strengthening out-of-store sales of cooked rice and sharing the plant with other segments.

Basic strategy To continue opening Kaisen Misakiko restaurants The company believes it is difficult for the roadside conveyor belt sushi chains to quickly develop urban-format restaurants. As such, it plans to continue aggressive expansion in city center locations ahead of the competition. Within the group, the company plans to prioritize allocation of potential restaurant locations to Kaisen Misakiko, including conversions from Yoshinoya restaurants. Although it appears that expanding into Kansai will take some time, the company believes it can triple the number of Kaisen Misakiko restaurants in the longer term.

Overseas segment Business model In the Overseas segment, FY02/18 sales grew 18.8% YoY to JPY19.7bn and segment profit was up 36.1% YoY to JPY1.2bn. The overseas business consists of Yoshinoya and Hanamaru restaurants.

Overseas restaurants

Store count (end-December) Format 2010 2011 2012 2013 2014 2015 2016 2017 US Direct/FC 97 95 96 102 105 102 103 101 Taiwan Direct 55 53 55 51 48 52 58 64 Shanghai Direct 18 21 24 22 14 9 8 9 Qingdao Direct 3 8 10 16 Shenzhen Direct 11 12 15 18 18 18 28 37 Fujian Direct 4 3 3 5 5 11 12 15 Wuhan Direct 1 4 9 17 Sichuan Direct 1 Beijing FC 134 166 202 226 207 211 214 219 Liaoning FC 41 44 56 62 67 69 73 81 Yoshinoya Heilongjiang and Jilin FC 1 8 11 12 12 10 18 Inner Mongolia FC 6 6 8 9 10 10 12 12 Hong Kong FC 47 52 57 60 60 56 58 61 Qinghai FC 1 Singapore Direct 18 18 18 21 19 16 12 17 Philippines FC 6 5 7 6 7 7 12 11 Indonesia FC 2 11 19 24 35 48 57 73 T hailand FC 3 9 18 20 16 15 15 Cambodia FC 1 4 2 3 3 Malay sia Direct 4 9 12 Total 439 490 577 636 635 655 703 783 Shanghai Direct 11 11 12 16 23 Qingdao Direct 1 3 Fujian Direct 1 1 Hanamaru Wuhan Direct 1 3 3 2 Malay sia Direct 4 9 9 Total 0 0 0 11 12 19 30 38 Source: Shared Research based on company data Yoshinoya business Yoshinoya has a long history of overseas restaurant operation—40 years in the US, 30 years in Taiwan, and 25 years in China. As of end 2017, the company had 783 restaurants in nine countries. These break down into 101 in the US (of which 28 are franchises)

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and 487 in China (392 franchises and 95 directly operated), where the management structure varies from region to region. In the ASEAN region, there were 12 directly operated restaurants in Malaysia and 17 in Singapore (converted from franchises in 2017). There are also 102 restaurants in other countries, which are franchises. In total there are 261 directly operated and 522 franchise restaurants.

An overseas restaurant (US) An overseas restaurant (Shanghai)

Source: Shared Research based on company data Source: Shared Research based on company data

Yoshinoya’s management policy for overseas restaurants (including franchises) used to differ depending on the region or the business partner1, but going forward, the company will follow a clearly defined policy: existing franchises will continue to operate as franchises and other restaurants will be directly operated if they are in countries where business growth to about 100 restaurants can be anticipated, or if not, operated via joint ventures or simple franchises (the company will prioritize brand penetration, while also taking its own resources and partners’ strengths and wishes into consideration). Malaysia is an exception to this rule because the company is running its own restaurants to advance its Halal compliance strategy. It also converted franchise restaurants in Singapore to directly operated restaurants in 2017, because it could not gain sufficient reinvestment from franchisees. In China, management structures differ by province, but the company has established a management company in Shanghai to oversee overall operations.

Franchise agreements vary, but the company generally charges similar fees as in Japan (4% of sales in the form of royalty payment + advertising charges). Yoshinoya does not disclose a breakdown of overseas sales (overseas chains2, directly operated restaurants, or franchise-related revenue3).

1 Yoshinoya previously granted franchises on request from overseas applicants (excluding the US). The company expanded its business to the US initially to source ingredients, not to run restaurants. This passive stance on the overseas business was due to having limited management resources to spare, because the domestic business was growing quickly at the time.

2 Restaurants in North China are run by franchisee Hop Hing Group. According to Hop Hing Group materials, the Yoshinoya business posted sales of CNY1.7bn (approximately JPY27bn) in 2017.

3 Yoshinoya HD nonconsolidated earnings include franchise revenue (JPY2.2bn in FY02/18), but this refers to Yoshinoya brand usage fees from domestic and overseas subsidiaries, not the total consolidated franchise revenue from other companies.

Hanamaru business The company opened its first overseas Hanamaru restaurant in 2013 and now has 38 directly operated restaurants in China and Malaysia.

Strengths and challenges Being a well-established brand in Japan is the company’s greatest selling point abroad. Although the menus at its overseas restaurants vary widely from region to region, as in Japan, gyudon beef bowls account for 50% of sales. According to the company, restaurants do not attract enough customers or perform well in locations where brand recognition is low.

Another strength is the company’s 40-year history of doing business overseas*, establishing relationships with leading local partners and fostering experienced local employees. Yoshinoya HD is steadily devolving authority to local management and preparing to accelerate the opening of more restaurants.

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* Yoshinoya HD leads the field in number of overseas restaurants. Among listed companies, Toridoll has roughly 500 (mostly restaurants in China run by Marugame Seimen’s equity-method company, as well as acquired brands), MOS Food Services has 352 (of which 258 are restaurants in Taiwan run by an equity-method company), and has 367 (mainly directly operated restaurants in China; overseas [Asia] sales were JPY40bn and operating profit was JPY3.3bn in FY08/17).

Basic strategy Aggressive expansion Although the company has a long history of overseas restaurants, its stance on the business was somewhat passive in the past. However, its policy changed from around 2010 to one of aggressive expansion. The food-service market is expected to continue expanding in the ASEAN and Chinese markets amid the increase in purchasing power fueled by population and economic growth and by changing lifestyles. Yoshinoya HD plans to invest resources proactively in these markets. In the US, its restaurant openings have hit a ceiling in California (majority of US outlets are near Los Angeles), but the company plans to expand into other states. According to the company, the number of overseas restaurants is due to exceed the number in Japan (1,200) in three to five years.

Commitment to localization Since Yasutaka Kawamura took over as president of Yoshinoya HD, the company has consistently advanced localization. Establishing management companies to oversee operations in China and Malaysia is part of this strategy. The company previously provided guidance to overseas businesses from Japan. However, seeing that local resources have gained sufficient experience, the company has now devolved all functions from investment decisions to franchisee training to the local companies, with the exception of research into new business areas. The new policy is “You can do whatever you like, provided you don’t change the signage and recipes.”

Others

In the Others segment, the company posted FY02/18 sales of JPY3.5bn (-16.1% YoY) and segment loss of JPY6mn (segment loss of JPY56mn in FY02/17) before adjustments. The company does not disclose a sales breakdown by business category or brand. Green’s Planet Co., Ltd, a snack manufacturer, was split off in FY02/18 via an MBO. Although stores’ tenancy agreements are still in place, the company plans to make changes in stages. The other business in this segment is Setaga-ya, which operates a number of brands of restaurants serving authentic cuisine made by highly trained chefs. As of end February 2018, Setaga-ya had 21 restaurants (directly operated and franchise), including four overseas. In addition, equity-method company FRJ runs eight Niku-ankake Chahan Chao restaurants. The company also plans to make With Link Inc. (currently has 30% of voting rights), which has 84 ramen restaurants (mainly franchises), an equity-method company from Q2 FY02/19.

Yoshinoya HD will continue to invest and form alliances in business categories with growth potential.

A Setaga-ya restaurant

Source: Shared Research based on company data

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Group strategy

Diversification and business model reform Broad strategies are as follows: Put into action measures to maintain and increase the scale and earnings of the Yoshinoya segment ◤ Promote growth of other segments among other initiatives to reduce the impact of the Yoshinoya business (and ultimately ◤ beef prices) on overall earnings

Reform and innovate business models beyond the existing restaurant business, which is limited in growth potential ◤

Concrete examples can be found in menu diversification (offering pork, chicken, and fish dishes as well as beef), and the acceleration of Overseas segment growth (delegating authority overseas and advancing localization). Additionally, “redefining the restaurant business” was a major theme outlined in the company’s medium-term plan. The company has implemented a slew of initiatives toward this goal, such as the use of technology with a view to not only saving labor but obtaining a new revenue source (as a service provider)1. It is also working to develop products and services that respond to consumers’ health consciousness among other latest trends (see Medium-term plan and FY02/19 company forecast sections for details).

Making the most of people: continued focus on directly operated restaurants in the domestic businesses The company has a tradition of valuing people (all stakeholders) as expressed in its management principle “for the people.” Yoshinoya HD is confident that it offers equal employment opportunities to all and actively offers education programs to employees, thereby making a positive difference to society. Under the current medium-term plan, the company positions personnel expenses as an investment to improve the quality of customer service for added value, rather than as simple cost. The company believes that, in the event it decides to diversify into the service sector, its human resources around the country would prove to be a strong asset.

As a company that values its people, Yoshinoya HD says it does not take the easy option of raising profit margins by converting directly operated restaurants into franchises, splitting off restaurants and employees.

Acquiring growth businesses The company plans to actively seek acquisition opportunities. The strategy is to target companies with a big growth potential (e.g., from ten stores to 100), and bring these businesses to the organization along with the entrepreneurs who launched them. It does not plan on acquiring existing large businesses that will make a quick earnings impact or rescuing businesses in need of a turnaround, as it has done in the past. Recent examples are investments in Setaga-ya (ramen business)2, in which the company took a 66.5% stake in June 2016; equity-method company FRJ, which runs the Niku-ankake Chahan Chao chain (fried rice restaurants); and With Link Inc. (ramen business; currently has 30% of voting rights; to become an equity-method company from Q2 FY02/19).

No immediate plans to restructure segments The current businesses each have their challenges, but the company has no plans to make major changes (including divestiture) in the short term3. Hanamaru continues to grow, has a high profit margin, and benefits from various synergies with Yoshinoya in terms of restaurant format and operations. At the same time, Hanamaru and Yoshinoya are complementary businesses, because they are totally different genres. Kyotaru’s sushi is a representative Japanese cuisine, which could play a part in the company’s plans to accelerate overseas expansion. The high-margin Kaisen Misakiko business—although still small in scale—has room for more store openings. While Arcmeal continues to struggle, the company hopes to utilize the brand as the only formal table service restaurant in the group that uses the same ingredients (meat) as Yoshinoya.

1 For example, Yoshinoya HD thinks employee scheduling software and automated dishwashing lines that utilize voice recognition systems and AI could be a new revenue source, because of potential demand among other food-service and companies. In the past, the company has developed—jointly with manufacturers—rice dispensing robots and specialized refrigerators for eggs, but did not turn a profit on these ideas.

2 The company regards ramen restaurants as an effective category for overseas expansion.

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3 After withdrawing from the Dunkin Donuts business in 1998, the company has frequently reviewed its business portfolio by selling or liquidating smaller acquisitions such as ramen and (grilled meat) chains.

Group structure

The Yoshinoya HD group comprises the holding company, 39 consolidated subsidiaries, and four equity-method companies. The main domestic segments are Yoshinoya, Hanamaru, Arcmeal, and Kyotaru. The company has multiple businesses in different regions and locations overseas, and they collectively fall under the Overseas segment.

The Yoshinoya segment is made up of Yoshinoya Co., Ltd., Yoshinoya Asset Management Co., Ltd., which owns and leases restaurant properties, and five regional companies that oversee restaurant operations in each region (Okinawa Yoshinoya, Nishinihon Yoshinoya, Shikoku Yoshinoya, Nakanihon Yoshinoya, and Kitanihon Yoshinoya; all consolidated subsidiaries). The regional companies were established to enable swift operational and management decisions (including personnel matters) factoring in region-specific elements, and because the business was previously run as a joint venture in some areas.

In the Overseas segment, Yoshinoya America, Inc. (wholly owned) oversees the US business, Taiwan Yoshinoya (around 85% owned) oversees the Taiwanese business, and Yoshinoya China Holdings (wholly owned) oversees the Chinese business, which consists of business corporations in each province. Asia Yoshinoya International Sdn. Bhd., also wholly owned, oversees Yoshinoya’s business in the ASEAN region.

In other segments, Hanamaru Inc., Arcmeal Co., Ltd., and Kyotaru Co., Ltd., run their respective businesses.

Yoshinoya HD is centralizing management of its domestic businesses. The holding company oversees the whole group, as well as performing group infrastructure functions such as general administration, purchase of most ingredients, raw material development, R&D, and system development and operation.

Yoshinoya Holdings group structure

Japan

Cons. subs: 8 Yoshinoya Asset Hanamaru Arcmeal Kyotaru Non-cons. subs: 4 Equit y-met hod Property affiliat es: 2 management, other Affiliat es not accounted for by Consolidat ed Cons. subs: 2 Yoshinoya Consolidat ed equit y method: 2 subsidiary: 1 Affiliat es not Consolidat ed subsidiaries: 2 subsidiaries: 5 accounted for by equity method: 1 Real estate leasing,

Royalt ies Product Product support, Product support, Product support, Product support, other other other other support, other

Yoshinoya Holdings

Royalt ies Royalt ies Royalt ies Royalt ies

Yoshinoya F&B Yoshinoya Hanamaru Management (Shanghai) Malaysia Consolidat ed subsidiaries: 8 Consolidat ed subsidiaries: 2 Equit y-met hod affiliat e: 1 Equit y-met hod affiliat e: 1

Yoshinoya Asia Yoshinoya Taiwan Yoshinoya (China) America International Yoshinoya

Overseas

Source: Shared Research based on company data

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Profitability snapshot Sales Yoshinoya HD does not disclose a sales breakdown of directly operated restaurants/stores and franchise-related revenue, but we think franchise-related revenue is limited, because there are few franchises in Japan (fewer than 200 in total for Yoshinoya and Hanamaru) and overseas sales are still on a small scale1.

Domestic sales are more or less determined by growth of comparable store sales, because the number of new restaurant openings is limited in Japan (excluding Hanamaru and Kaisen Misakiko). For the overseas business, it is difficult to estimate growth, because the company does not disclose earnings breakdowns (the same applies to Kaisen Misakiko in Japan, which the company describes as a growing business). The company’s definition of an existing restaurant is one opened two financial years ago or earlier. Using Yoshinoya as an example, restaurants in their first year are “new restaurants,” those in their second year are “new existing restaurants,” and those in their third year or older are existing restaurants. Only existing restaurants are used to calculate comparable store sales2.

1 Royalty revenues recorded in Yoshinoya HD’s non-consolidated sales are usage fees for the Yoshinoya brand charged to domestic and overseas subsidiaries.

2 Arcmeal and Kyotaru restaurants that were remodeled in the current financial year are excluded, but Yoshinoya and Hanamaru restaurants are included.

Cost of sales The company’s cost ratio is approximately 35–38%. We understand that the figure varies considerably between brands, being low for Hanamaru and high for Yoshinoya (details undisclosed). The cost ratio remains high versus rival chains, because beef bowl continues to be the mainstay product and the company has not made big revisions to unit prices. CoS includes labor costs and depreciation of food processing facilities, but considering processing-related expenses as part of ingredient costs, we can say that almost 100% of CoS comes from ingredients.

Yoshinoya HD has a history of being strongly impacted by beef market prices. Its main ingredient is frozen US short plate1. Specific purchasing routes or pricing methods are not disclosed, because this information could affect market prices, but it appears the company holds two to five months’ inventory depending on market conditions. The company can estimate ingredient costs for up to a year ahead2.

As such, while the cost ratio varies from year to year, the difference between forecast and actual cost ratio is relatively moderate compared to actual market price fluctuations. Meanwhile, sales and SG&A expense estimates are derived based on the ingredient cost assumptions, and the disparity between forecast and actual figures appears to be the primary reason for the differences in the company’s earnings forecasts and performance (see the Past initial forecasts versus results section for details)3.

1 At present, sourcing ingredients from other countries would not lead to cost reduction. The price of Australian beef is similar to that of US beef, and buying Australian beef can actually increase costs, because it is not usually sold in small cuts like US beef, which means the company would have to find other uses for cuts that it does not use.

2 For this reason, the domestic trade price released by the Agriculture & Livestock Industry Corporation and the company’s cost ratio generally follow a similar but not identical trend (see below). Overseas restaurants purchase at spot prices, which means they are directly affected by beef market prices.

3 The company uses the weighted average cost method or final purchase cost method in accounting for inventory assets. If prices have fallen sharply between the beginning and end of a financial year, a valuation loss (write-down of book value) occurs. The company recorded write-downs of book value of JPY547mn in FY02/16 and JPY542mn in FY02/17.

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Domestic wholesale prices and Yoshinoya HD’s cost ratio

(JPY/kg) 1,000 922 38.2% 39.0% 37.3% 38.0% 800 724 784 36.3% 37.0% 37.5% 559 559 600 36.0% 584 607 584 35.1% 35.8% 35.0% 400 35.1% 34.1% 34.0% 200 33.0%

0 32.0% 2010 2011 2012 2013 2014 2015 2016 2017

Short plate wholesale price Cost ratio (RHS)

Source: Shared Research based on company and Agriculture & Livestock Industry Corporation data

SG&A expenses The SG&A expense ratio remains at a high level of 60–63%. Although most expenses are overheads, the company is continuing to open new restaurants and basic salaries are trending up, resulting in higher expenses.

Personnel expenses account for 46% of SG&A expenses, followed by restaurant costs such as rents and utilities (22%). These two cost items amount to 43% of sales. Other main expenses are depreciation and amortization (depreciation and goodwill amortization; 5.3%) and advertising and promotions (3.7%).

Looking at expense trends over time, hiring and training costs are increasing amid the labor shortage, including the cost of hiring part-time workers and efforts to improve retention rates. Personnel expenses as a share of sales increased 1pp from the upper 27% range to the upper 28% range. Depreciation is also creeping up in the past few years due to investments, although its share of sales has not changed much.

As a result, the company’s OPM has been a weak 1–2% in the past few years. We note that segment profit deductions have increased sharply since FY02/14, because domestic back-office operations have been centralized at Yoshinoya HD.

SG&A expenses

SG&A expenses FY02/9 FY02/10 FY02/11 FY02/12 FY02/13 FY02/14 FY02/15 FY02/16 FY02/17 FY02/18 (JPYmn) Act. Act. Act. Act. Act. Act. Act. Act. Act. Act. Personnel expenses 47,780 50,647 48,345 47,543 47,345 48,332 49,964 51,004 53,652 56,929 Rents and utilities 22,052 25,329 24,507 24,020 24,739 25,579 26,164 26,157 26,525 27,972 Advertising expenses 3,919 3,999 3,099 3,604 3,159 3,460 3,081 3,442 4,247 4,609 Depreciation and goodwill amortization 5,349 6,864 5,858 5,659 5,819 5,501 5,252 5,697 6,244 6,584 Other 25,211 26,189 24,218 23,730 22,674 23,707 24,515 26,917 27,703 28,799 Total 104,311 113,028 106,027 104,556 103,736 106,579 108,976 113,217 118,371 124,893 % of sales Personnel expenses 27.4% 28.2% 28.2% 28.7% 28.8% 27.9% 27.8% 27.5% 28.4% 28.7% Rents and utilities 12.7% 14.1% 14.3% 14.5% 15.0% 14.7% 14.5% 14.1% 14.1% 14.1% Advertising expenses 2.2% 2.2% 1.8% 2.2% 1.9% 2.0% 1.7% 1.9% 2.3% 2.3% Depreciation and goodwill amortization 3.1% 3.8% 3.4% 3.4% 3.5% 3.2% 2.9% 3.1% 3.3% 3.3% Other 14.5% 14.6% 14.1% 14.3% 13.8% 13.7% 13.6% 14.5% 14.7% 14.5% Total 59.9% 62.9% 61.9% 63.0% 63.0% 61.5% 60.5% 61.0% 62.8% 62.9% Source: Shared Research based on company data Note: Figures may differ from company materials due to differences in rounding methods.

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Capital expenditures and depreciation

(JPYmn) 14,000

12,000

10,000

8,000

6,000

4,000

2,000

0 FY02/11 FY02/12 FY02/13 FY02/14 FY02/15 FY02/16 FY02/17 FY02/18 New Renovation Other Depreciation

(JPYmn) FY02/11 FY02/12 FY02/13 FY02/14 FY02/15 FY02/16 FY02/17 FY02/18 New 3,773 2,794 3,407 3,364 3,672 4,664 4,932 5,525 Renovation 1,818 1,718 4,038 2,099 3,556 6,054 3,766 3,415 Other 2,923 1,303 647 565 1,225 2,161 2,675 1,809 Depreciation 6,066 5,829 5,834 5,399 5,088 5,433 5,915 6,286 Source: Shared Research based on company data Note: Figures may differ from company materials due to differences in rounding methods. Note: Includes figures from FY02/10 onward for which the company discloses a breakdown of capital expenditures Extraordinary gains/losses The company records impairment losses (including retirement losses) regularly. At just over 1% of total assets, they do not stand out among companies that operate multiple stores, but have a large impact on net income (including tax effects) because of the company’s relatively low level of recurring profit.

Seasonality of earnings (difference between 1H and 2H) There is some disparity between earnings in 1H and 2H, with sales higher in 2H than 1H and profits higher in 1H than 2H. The main reasons are as follows: Sales peak in Q4 at Arcmeal, Kyotaru, and Overseas segments. The Overseas segment’s fiscal year ends two months before domestic segments; January–March sales are consolidated in Yoshinoya HD’s Q1 earnings. Meanwhile, profits slump in Q3 and Q4 at Hanamaru, in Q3 at Arcmeal, and in Q4 in the Overseas segment. Net income is at a very low level in 2H, because impairment losses are recorded at the end of the fiscal year. (Depending on market prices, there is also a possibility of booking inventory valuation losses.) The company also records shareholder incentive costs in Q1 and Q3 totaling around JPY700mn per year.

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Strengths and weaknesses Strengths Brand power: Core company Yoshinoya created gyudon. 120 years since the opening of the first Yoshinoya restaurant, the ◤ brand has become popularized by its nickname “Yoshigyu” and slogan “Tasty, cheap, and fast,” and has grown to be a household name in Japan. Widely known stories include the brand’s commitment to quality during the BSE outbreak and subsequent US beef ban, when the company suspended sales of gyudon after it determined the distinctive Yoshinoya flavor could only be created with US beef. The menu has since diversified, but with a core fan following, 50% of orders are still for gyudon.

Wealth of knowledge and experience in overseas restaurant operation: The company has a 40-year history of doing ◤ business overseas and leads the field in overseas store count with a total of over 800 directly managed and franchise restaurants abroad. (The runner up is Toridoll with 528 overseas restaurants.) The challenge for food-service companies expanding overseas is in devising the same business structure (from purchase of ingredients to hiring and training of personnel and opening of new restaurants) as in Japan in a foreign country with different economic conditions and consumer attributes. The company has accumulated expertise through years of experience, and has also nurtured local talent, with employees working since the early days in local management ranks. Amid a saturating domestic market, Japanese restaurant chain operators share a common challenge of ensuring growth by opening restaurants abroad, particularly in China and the ASEAN region, and Yoshinoya HD is at an advantage in terms of experience and personnel.

Enterprising culture that drives new initiatives: The company has always been a step ahead of the times. It created an ◤ online network of all its restaurants in the 1970s, introduced drive-thru restaurants before McDonald’s, started opening 24 hours before convenience stores, and developed kitchen equipment with manufacturers. It is currently undertaking business model reforms under the slogan “Redefining the restaurant business,” and is actively developing new software and hardware technologies to solve labor shortage and other problems. If successful, the company is considering making new technologies into money-making businesses through patent usage revenue. Shared Research considers this enterprising culture to be a major strength for the company as it develops strategies to succeed in the maturing restaurant business.

Weaknesses

Selling points of mainstay products also causing constraints: The company faces limitations because of its tradition and ◤ the nature of its core products. For example, gyudon that still accounts for over half of all orders at Yoshinoya restaurants works against the progress of menu diversification. The company is also reluctant to change the price of gyudon, because it is such a well-known product. This has a number of negative consequences, including earnings deterioration. When Yoshinoya raised the price of gyudon in the past, customer traffic declined sharply. This experience has made the company cautious about changing its pricing. The existence of the traditional sauce also constrains ingredient purchases. A similar pattern can be found in Hanamaru’s core product, kake udon noodles (small portion), which was originally priced at JPY130 as part of an ambitious launch strategy. Although the company succeeded in making it an iconic dish, today it has become an obstacle to raising average customer spend.

Structural risk in procuring main ingredient beef: Ingredients account for a significant share of the company’s costs. The ◤ beef used in Yoshinoya’s gyudon is a cut called short plate. The company cannot use any other cut, nor is it realistic to source it from Australia, which does not sell beef in such small units and would produce considerable wastage. Thus, Yoshinoya’s costs are determined by supply and demand of US short plate. In addition, market prices of short plate remain high because of growing demand in China and other Asian countries. Yoshinoya HD’s OPM (1.9%) is one of the weakest among the top 20 listed restaurant companies (simple average: 4.8%) in Japan because of the cost of beef, which the company must purchase in large quantities.

Saturated market and insufficient synergies among brands: With the exception of Hanamaru and Kaisen Misakiko, the ◤ company’s portfolio consists of businesses that are close to the saturation point from competition with prepared meal operators and aggressive restaurant openings by rivals. Although the company is branching out into ramen, it is still small in scale, and lacks the power to drive earnings in Japan. The company says that Yoshinoya, Hanamaru, and Kaisen Misakiko have the advantage of common expertise in operating small restaurants, but other businesses are not benefiting from economies of

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scale because of differences in format (counter service versus table service), ingredients (meat, fish, flour), and even cuts and quantities of beef, despite beef being an ingredient they have in common.

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Market and value chain Restaurant market trends The restaurant market in which Yoshinoya HD operates contracted to JPY22.8tn in 2011 after peaking in 1997 at JPY29.1tn according to the Japan Foodservice Association (JF). The market recovered somewhat to JPY25.4tn in 2015 and 2016. Amid a shrinking population, the restaurant business faces tough operating conditions with competition from take-out food businesses such as convenience stores, food supermarkets, home delivery and catering services. Personnel expenses are rising due to the labor shortage, resulting in cost pressure.

Domestic restaurant market Restaurant counts of top three gyudon companies

(JPYtn) 29.1 30.0 28.7 28.5 12.0% 2,500 27.7 27.8 27.7 27.9 27.2 27.4 27.0 25.9 25.7 25.4 25.4 25.4 10.0% 9.4% 24.6 24.5 24.4 24.6 24.6 24.5 24.6 1,984 1,980 1,969 1,963 25.0 23.7 24.0 1,944 23.5 23.2 2,000 22.8 8.0%

20.0 6.1% 6.0% 1,500 1,191 1,190 1,188 1,207 1,200 4.0% 1,117 3.4% 3.2% 1,073 15.0 2.8% 1,034 1,036 1,045 2.5% 1.8% 2.0% 1,000 1.5% 1.7% 0.6% 0.7% 10.0 0.1% 0.2% 0.0% -0.2% -0.3%-0.4% -0.3% -0.7% 0.1% -1.4% -1.6% 500 -2.0% -2.0% 5.0 -2.8% -3.5% -3.5% -3.9% -4.0% -4.2% 0 0.0 -6.0% FY13 FY14 FY15 FY16 FY17 90 91 92 93 94 95 96 97 98 99 00 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 Sukiya Yoshinoya Matsuya Restaurant market YoY (RHS) Source: Shared Research based on company data Source: Shared Research based on JF data

By business category, the domestic beef bowl restaurant market, to which the Yoshinoya segment belongs, is saturated. While data showing the size of the market is not available, trends in the number of restaurants of the top three companies (Yoshinoya, Sukiya, and Matsuya) indicate that growth has stalled since FY2013.

Soba and udon restaurant market Sushi restaurant/store market

(JPYtn) (JPYtn) 1.60 8.0% 1.30 8.0% 1.55 1.24 1.50 6.0% 1.20 6.0% 1.50 4.0% 1.10 4.0% 1.40 2.0% 1.00 2.0% 1.30 0.0% 0.90 0.0% -2.0% 1.20 0.80 -2.0% -4.0% 1.10 0.70 -4.0% -6.0%

0.60 -6.0% 1.00 -8.0% 90 91 92 93 94 95 96 97 98 99 00 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 90 91 92 93 94 95 96 97 98 99 00 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 Noodles (soba+udon) YoY (RHS) Sushi YoY (RHS)

Source: Shared Research based on JF data Source: Shared Research based on JF data

In contrast, the market for soba and udon noodle restaurants, to which Hanamaru belongs, is continuing to grow. According to JF, the market trended at about JPY1.1tn for many years from around 1995, but began growing in 2013 and reached more than JPY1.2tn in 2016.

The sushi restaurant/store market, to which Kyotaru belongs, has yet to return to its 1992 peak, but has been making steady recovery since bottoming in 2010 (based on JF data). We believe the recovery is due in part to the expansion of conveyor belt sushi chains and their low-priced offerings. However, this has had a negative impact on the take-out sushi market, which continues to contract*.

* According to disclosure by Ride on Express Holdings (source: Fuji Keizai Co., Ltd. “Food Service Industry Marketing Handbook”), the take-out sushi market contracted 26% from JPY74.3bn in 2013 to JPY54.8bn in 2016, at an annual rate of 9.6%.

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The Arcmeal segment belongs to the steak restaurant market that peaked at about JPY200bn, and the shabu shabu restaurant market of around JPY130bn that continues to grow slowly (according to company data).

Competition

Yoshinoya HD ranks fifth out of 95 major listed restaurant companies after (TSE1: 7550), Skylark (TSE1: 3197), McDonald’s Holdings Japan (TSE1: 2702), and Colowide (TSE1: 7616).

* Sixth to 10th are Sushiro Global Holdings, Saizeriya, Royal Holdings, Doutor NRS Holdings, and Kura Corporation.

Companies and brands that compete with Yoshinoya HD’s businesses are as follows. Rival beef bowl chains are Zensho Holdings’ Sukiya and Matsuya Foods’ (TSE1: 9887) Matsuya. For udon noodle chains, Toridoll Holdings’ (TSE1: 3397) operates Marugame Seimen in Japan and overseas. For sushi, major conveyor belt chains mostly operate in suburban locations with few restaurants in city centers, which means there is limited competition for Kaisen Misakiko. The main competitor in the take-out sushi business is an unlisted company, Chiyoda Sushi. Royal Holdings’ (TSE1: 8179) Royal Host and Ikinari Steak (stand-up steak houses with comparable pricing) run by Pepper Food Service (TSE1: 3053) compete with Volks. Skylark’s Gusto and Steak Gusto compete with Steak-no-Don restaurants, while the company sees Skylark’s Shabuyo and KR Food Services’ (unlisted; previously Kinrei Corporation) Kagonoya as the main competitors of Shabu Shabu Don-tei.

Competition

Store (company) Yoshinoya Sukiya (Zensho Holdings), Matsuya (Matsuya Foods) Hanamaru Marugame Seimen (Toridoll Holdings) Arcmeal Volks Royal Host (Royal Host HD), Ikinari Steak (Pepper Food Service) Steak-no-Don Steak Gusto (Skylark Group) Shabu Shabu Don-tei Shabuyo (Skylark Group), Kagonoya (KR Food Service) Kyotaru Kyotaru Chiyoda Sushi (Chiyoda Sushi) Kaisen Misakiko, other - Source: Shared Research based on company data Zensho Holdings (TSE1: 7550) The leading restaurant company in Japan was founded in 1982, when it opened a box lunch store and a Sukiya beef bowl restaurant. After acquiring various chains, the company today has a diverse range of restaurants including Sukiya, Coco’s (family restaurant), Big Boy (steak), Jolly Pasta (pasta), Hamazushi (conveyor belt sushi), Hanaya Yohei (Japanese cuisine, mainly shabu shabu), Seto Udon (self-service udon noodles), and Moriva Coffee (café). Zensho also has a retail (food supermarket) business, because it aims to establish a mass merchandising system that plans, designs, and controls all processes from menu development to ingredient purchase, production, processing, distribution, and sales. Its FY03/18 sales were JPY579.1bn (restaurants JPY497.7bn, retail JPY83.5bn) and its operating profit was JPY17.6bn (OPM was 3.0%, higher than Yoshinoya HD’s 2.0%). The company has the largest beef bowl chain in Japan with 1,944 restaurants, and another 98 restaurants in China. Sales in the beef bowl business came to JPY203.6bn.

Skylark (TSE1: 3197) In 1970, this company opened Skylark, a pioneering suburban family restaurant in Japan. It continued to develop new chains such as Jonathan (coffee shop), Barmiyan (Chinese restaurant), Aiya (Japanese restaurant) and Gusto, a new type of budget family restaurant launched in 1992 after the end of the tech bubble. Current brands are Gusto (1,367 restaurants), Jonathan (301), Bamiyan (332), Aiya, Steak Gusto (137), Japanese restaurant Yumean (194), Italian restaurant Grazie Gardens, seafood and sushi restaurant Totoyamichi, and shabu shabu restaurant Shabuyo (181). FY12/17 sales were JPY359.4bn and operating profit was JPY28.1bn. Having relisted after an MBO, the company boasts a high 7.8% OPM.

Matsuya Foods (TSE1: 9887) Japan’s third-largest beef bowl chain with 953 restaurants. The company also has a pork cutlet chain called Matsunoya (148 restaurants) and conveyor belt sushi chain Sushimatsu (six). FY03/18 sales were JPY93.0bn (beef bowl JPY78.7bn, pork cutlet JPY11.5bn, sushi JPY627mn, others PY410mn, and franchise-related sales JPY2.1bn) and operating profit was JPY4.1bn. OPM at 4.4% is higher than Yoshinoya HD’s 2.0%. The company runs 12 pork cutlet restaurants overseas.

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Toridoll Holdings (TSE1: 3397) Founded in 1990, Toridoll Holdings opened its first self-service udon restaurant in 1995. The company today runs the following chains: Marugame Seimen (self-service udon), Toridoll (family dining focused on yakitori), and Butaya Tonichi (pork cutlet bowl and sautéed pork). FY03/18 sales were JPY116.5bn and operating profit was JPY7.6bn, with a high OPM of 6.6%. The company runs 792 Marugame Seimen restaurants in Japan and 220 overseas (including franchises). The Marugame Seimen segment recorded domestic sales of JPY90.4bn (77.5% share) and segment profit of JPY14.0bn. The overseas segment posted sales of JPY10.4bn (includes other formats) and segment profit of JPY792mn. The overseas business is growing fast, with sales up 1.8x from FY03/17.

Royal Holdings (TSE1: 8179) Royal Holdings was founded in 1951 as a provider of in-flight meals and operator of airport cafés. The company runs 221 Royal Host family restaurants in Japan and 154 Tenya restaurants specializing in tempura on rice. FY03/18 sales were JPY135.6bn and operating profit was JPY6.0bn. Sales of the restaurant business were JPY62.1bn and recurring profit was JPY3.0bn, accounting for about 50% of the total. The overall OPM was 4.4%.

Chiyoda Sushi (Unlisted) A comprehensive sushi business (restaurants and take-out sushi) founded in 1959, Chiyoda Sushi posted FY03/17 sales of JPY14.4bn. The company runs Chiyoda Sushi take-out sushi stores (186 stores mainly in Tokyo), five gourmet conveyor belt sushi restaurants Tsukiji Gin-ikkan, and five stand-up sushi restaurants Tachigui Sushidokoro Chiyoda Sushi and Tsukiji Senzushi.

Earnings summary of Yoshinoya HD and its main competitors

Yoshinoya Holdings (9861) Zensho Holdings (7550) Matsuya Foods (9887) (JPYmn) FY02/16 FY02/17 FY02/18 FY03/16 FY03/17 FY03/18 FY03/16 FY03/17 FY03/18 Cons. Cons. Cons. Cons. Cons. Cons. Cons. Cons. Cons. Sales 185,738 188,623 198,503 525,709 544,028 579,108 83,948 89,039 93,006 Gross profit 114,830 120,237 128,912 297,693 312,177 327,622 56,420 60,810 62,721 SG&A expenses 113,217 118,371 124,893 285,580 293,401 310,010 52,734 55,978 58,601 Operating profit 1,613 1,865 4,019 12,113 18,775 17,611 3,686 4,831 4,120 Recurring profit 2,345 2,750 4,604 11,380 18,061 17,656 3,771 5,063 4,375 Net income 837 1,248 1,491 4,026 8,443 8,001 1,616 2,837 2,381 GPM 61.8% 63.7% 64.9% 56.6% 57.4% 56.6% 67.2% 68.3% 67.4% SG&A rat io 61.0% 62.8% 62.9% 54.3% 53.9% 53.5% 62.8% 62.9% 63.0% OPM 0.9% 1.0% 2.0% 2.3% 3.5% 3.0% 4.4% 5.4% 4.4% ROE 1.4% 2.2% 2.6% 6.6% 13.0% 11.8% 4.7% 7.9% 6.2% ROA (RP-based) 2.1% 2.4% 4.0% 4.1% 6.4% 6.0% 6.6% 8.9% 7.6% Total assets 111,292 114,947 115,613 278,340 288,999 296,769 56,979 57,146 58,308 Net assets 57,733 57,209 57,807 75,060 82,107 82,204 34,841 37,172 39,078 Equit y rat io 51.7% 49.4% 49.5% 22.2% 23.5% 22.7% 61.1% 65.0% 67.0% Operating CF 433 10,104 9,374 25,455 37,049 37,162 6,573 7,089 6,724 Investing CF -12,365 -6,526 -8,379 -20,814 -26,193 -24,663 -2,257 -3,192 -4,239 Financing CF 3,843 1,085 -4,200 -13,138 -9,403 -9,073 -3,692 -4,012 -2,507 Cash and deposits 21,287 25,474 21,913 20,925 22,274 26,142 8,980 8,847 8,814 Interest-bearing debt 31,329 35,300 33,061 149,445 148,121 150,319 12,254 9,613 7,824 Net debt 10,042 9,826 11,148 128,520 125,847 124,177 3,275 766 -990

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Toridoll Holdings (3397) Skylark Group (3197) Royal Holdings (8179) FY03/16 FY03/17 FY03/18 FY12/15 FY12/16 FY12/17 FY12/15 FY12/16 FY12/17 IFRS Co ns. IFRS Co ns. IFRS Co ns. IFRS Co ns. IFRS Co ns. IFRS Co ns. Cons. Cons. Cons. Sales 95,587 101,779 116,504 351,146 354,513 359,445 130,327 133,025 135,563 Gross profit 71,482 75,563 85,644 244,675 248,055 251,152 85,161 91,265 93,313 SG&A expenses 62,347 66,280 77,685 214,693 215,219 221,814 83,729 86,042 87,360 Operating profit 8,733 8,619 7,635 27,806 31,249 28,103 4,899 5,222 5,952 Recurring profit 8,117 8,466 7,175 24,717 28,952 25,515 5,021 5,205 6,056 Net income 5,212 5,631 4,665 15,120 18,216 16,926 2,728 2,377 3,533 GPM 74.8% 74.2% 73.5% 69.7% 70.0% 69.9% 65.3% 68.6% 68.8% SG&A rat io 65.2% 65.1% 66.7% 61.1% 60.7% 61.7% 64.2% 64.7% 64.4% OPM 9.1% 8.5% 6.6% 7.9% 8.8% 7.8% 3.8% 3.9% 4.4% ROE 18.9% 17.5% 13.2% 15.3% 16.8% 14.1% 6.1% 5.1% 7.2% ROA (RP-based) 13.9% 13.9% 8.2% 7.9% 9.1% 8.0% 5.8% 5.6% 6.3% Total assets 57,793 64,011 110,212 314,864 318,317 319,065 90,912 94,070 97,138 Net assets 30,872 35,006 37,246 103,212 114,198 125,409 43,688 44,702 47,466 Equit y rat io 51.9% 53.4% 32.9% 32.8% 35.9% 39.3% 50.4% 50.3% 52.5% Operating CF 8,587 9,743 9,862 32,842 36,029 31,510 8,179 9,212 9,350 Investing CF -6,194 -8,769 -39,860 -18,275 -16,662 -19,606 -5,081 -5,961 -4,279 Financing CF -7,324 102 35,039 -19,650 -21,344 -13,078 -3,366 -2,650 -2,580 Cash and deposits 10,094 11,183 14,798 18,245 16,222 15,094 4,456 5,058 7,552 Interest-bearing debt 14,613 15,707 53,806 140,699 131,807 129,224 25,159 26,242 25,395 Net debt 4,519 4,524 39,008 122,454 115,585 114,130 20,703 21,184 17,843 Source: Shared Research based on company data

The following chart plots sales of the top 20 restaurant companies on the X axis and OPM on the Y axis. We can see that although Yoshinoya is a major company in terms of sales, its OPM is weaker than most of its rivals.

OPM distribution of top 20 restaurant companies in terms of sales

(%)

12.0

Saint Marc 9.8% 10.0 Saizeriya 7.6%

Doutor 7.9% McDonald's7.5% Skylark 7.8% 8.0Toridoll 6.6% Ohsho 7.0% Create 5.5% Sushiro ー5.9% 6.0 MOS 5.2% Kura 5.2% Royal 4.4%

4.0 Joyfull 3.3% Zensho 3.0% Matsuya 4.4% Yoshinoya 2.0%

2.0 KFC 0.6% Colowide 1.7%

Kappa Create Watami 0.7% 0.5% 0.0 0 100,000 200,000 300,000 400,000 500,000 600,000 700,000 (JPYmn) Source: Shared Research based on company data The top 20 restaurant companies in terms of sales are Zensho Holdings (7550), Skylark 3197), McDonald’s Holdings Japan (2702), Colowide (7616), Yoshinoya HD (9861), Sushiro Holdings (3563), Saizeriya (7581), Royal Holdings (8179), Doutor NRS Holdings (3087), Kura Corporation (2695). Create Restaurants Holdings (3387), Toridoll Holdings (3397), Watami (7522), Matsuya Foods (9887), Kappa Create (7421), Ohsho Food Service (9936), Kentucky Fried Chicken Japan (9873), MOS Food Services (8153), Saint Marc Holdings (3395), and Joyfull (9942). Ranked by sales in the most recent fiscal year.

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Historical performance and financial statements Income statement Income statement FY02/11 FY02/12 FY02/13 FY02/14 FY02/15 FY02/16 FY02/17 FY02/18 (JPYmn) Cons. Cons. Cons. Cons. Cons. Cons. Cons. Cons. Total sales 171,314 165,883 164,599 173,418 180,032 185,738 188,623 198,503 YoY -4.6% -3.2% -0.8% 5.4% 3.8% 3.2% 1.6% 5.2% Cost of sales 60,171 56,525 58,985 64,659 67,540 70,907 68,386 69,590 Gross profit 111,143 109,358 105,613 108,758 112,491 114,830 120,237 128,912 YoY -0.9% -1.6% -3.4% 3.0% 3.4% 2.1% 4.7% 7.2% GPM 64.9% 65.9% 64.2% 62.7% 62.5% 61.8% 63.7% 64.9% SG&A expenses 106,027 104,556 103,736 106,579 108,976 113,217 118,371 124,893 SG&A ratio 61.9% 63.0% 63.0% 61.5% 60.5% 61.0% 62.8% 62.9% Operating profit 5,116 4,801 1,877 2,179 3,515 1,613 1,865 4,019 YoY -671.6% -6.2% -60.9% 16.1% 61.3% -54.1% 15.6% 115.5% OPM 3.0% 2.9% 1.1% 1.3% 2.0% 0.9% 1.0% 2.0% Non-operating income 1,311 1,634 1,459 1,887 1,291 1,509 1,606 1,502 Non-operating expenses 917 1,124 876 796 813 777 721 916 Recurring profit 5,509 5,311 2,460 3,270 3,993 2,345 2,750 4,604 YoY -1257.4% -3.6% -53.7% 32.9% 22.1% -41.3% 17.3% 67.4% RPM 3.2% 3.2% 1.5% 1.9% 2.2% 1.3% 1.5% 2.3% Extraordinary gains 399 1,221 0 0 340 4 1,487 23 Extraordinary losses 2,722 3,400 1,470 1,103 1,612 980 1,537 1,607 Impairment losses 1,352 1,579 1,397 1,030 1,494 933 1,409 1,298 Income taxes 2,624 1,937 1,315 1,545 1,881 544 1,460 1,544 Implied tax rate 82.4% 61.8% 132.8% 71.3% 69.1% 39.7% 54.1% 51.1% Minority interests 180 -115 38 -76 -101 -12 -9 -16 Ne t in c o me 382 1,310 -364 698 941 837 1,248 1,491 YoY -104.3% 242.9% -127.8% -291.8% 34.8% -11.1% 49.1% 19.5% Net margin 0.2% 0.8% -0.2% 0.4% 0.5% 0.5% 0.7% 0.8% EBITDA 11,688 10,849 7,919 7,841 8,847 7,267 8,017 10,522 EBITDA margin 6.8% 6.5% 4.8% 4.5% 4.9% 3.9% 4.3% 5.3% Earnings by segment FY02/11 FY02/12 FY02/13 FY02/14 FY02/15 FY02/16 FY02/17 FY02/18 (JPYmn) Cons. Cons. Cons. Cons. Cons. Cons. Cons. Cons. Sales 171,314 165,883 164,599 173,418 180,032 185,738 188,623 198,503 Yoshinoya 91,272 87,667 86,553 92,997 95,318 95,607 97,281 101,082 Hanamaru 14,700 15,573 19,279 18,887 19,521 21,510 23,880 27,057 Arcmeal 22,082 20,666 20,853 22,150 23,793 24,357 22,979 22,482 Kyotaru 25,681 27,638 24,205 23,725 24,537 24,976 25,682 26,695 Overseas 10,869 10,307 9,880 12,469 14,955 17,510 16,606 19,734 Other 9,232 6,479 5,882 4,737 3,420 3,492 4,180 3,508 Adjustments -2,522 -2,449 -2,057 -1,549 -1,514 -1,716 -1,987 -2,058 YoY Yoshinoya - -3.9% -1.3% 7.4% 2.5% 0.3% 1.8% 3.9% Hanamaru - 5.9% 23.8% -2.0% 3.4% 10.2% 11.0% 13.3% Arcmeal - -6.4% 0.9% 6.2% 7.4% 2.4% -5.7% -2.2% Kyotaru - 7.6% -12.4% -2.0% 3.4% 1.8% 2.8% 3.9% Overseas - -5.2% -4.1% 26.2% 19.9% 17.1% -5.2% 18.8% Other - -29.8% -9.2% -19.5% -27.8% 2.1% 19.7% -16.1% Operating profit 5,116 4,801 1,877 2,179 3,515 1,613 1,865 4,019 Yoshinoya 4,440 4,551 1,916 2,873 4,061 3,054 3,835 5,064 Hanamaru 754 783 907 777 994 1,158 937 1,274 Arcmeal 686 573 392 415 286 256 135 209 Kyotaru 134 -606 -137 24 255 289 72 316 Overseas -43 -118 -210 286 568 557 913 1,243 Other -134 43 -43 57 -148 -158 -56 -6 Adjustments -721 -424 -948 -2,254 -2,502 -3,544 -3,973 -4,082 YoY Yoshinoya - 2.5% -57.9% 49.9% 41.4% -24.8% 25.6% 32.0% Hanamaru - 3.8% 15.8% -14.3% 27.9% 16.5% -19.1% 36.0% Arcmeal - -16.5% -31.6% 5.9% -31.1% -10.5% -47.3% 54.8% Kyotaru - - - - 962.5% 13.3% -75.1% 338.9% Overseas - - - - 98.6% -1.9% 63.9% 36.1% Other ------OPM (excl. adjustments) Yoshinoya 4.9% 5.2% 2.2% 3.1% 4.3% 3.2% 3.9% 5.0% Hanamaru 5.1% 5.0% 4.7% 4.1% 5.1% 5.4% 3.9% 4.7% Arcmeal 3.1% 2.8% 1.9% 1.9% 1.2% 1.1% 0.6% 0.9% Kyotaru 0.5% -2.2% -0.6% 0.1% 1.0% 1.2% 0.3% 1.2% Overseas -0.4% -1.1% -2.1% 2.3% 3.8% 3.2% 5.5% 6.3% Source: Shared Research based on company data Note: Figures may differ from company materials due to differences in rounding methods. Note: Figures provided from FY02/11 for continuity of segments.

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Balance sheet

Balance sheet FY02/09 FY02/10 FY02/11 FY02/12 FY02/13 FY02/14 FY02/15 FY02/16 FY02/17 FY02/18 (JPYmn) Cons. Cons. Cons. Cons. Cons. Cons. Cons. Cons. Cons. Cons. ASSETS Cash and deposits 19,981 14,087 15,576 17,299 14,244 18,174 27,087 21,287 25,474 21,913 Notes and accounts receivable 4,414 3,963 3,679 3,227 2,757 3,412 4,023 3,362 3,727 5,764 Inventories 4,596 8,501 4,100 3,631 5,100 5,749 5,140 8,839 5,771 5,743 Other 2,419 2,266 1,812 1,794 1,917 1,754 2,369 2,570 2,866 2,814 Allowance for doubtful accounts -28 -19 -7 -5 -5 -3 -5 -2 -1 -4 Total current assets 32,198 30,003 26,358 26,805 24,242 30,079 39,503 36,984 38,600 37,124 Buildings and structures 25,960 25,764 24,826 25,131 25,354 24,803 25,405 28,008 28,362 29,402 Machinery, equipment, and vehicles 900 912 688 509 519 460 613 743 1,144 1,669 Tools, furniture, and fixtures 3,438 2,694 2,003 1,564 1,499 1,591 1,623 2,095 2,447 2,755 Land 10,120 8,068 9,063 8,781 8,592 8,621 8,793 8,859 8,173 8,127 Lease assets 2,139 3,015 2,707 2,603 2,623 3,189 4,273 4,849 4,251 Construction in progress 488 186 402 157 168 135 232 541 200 404 Total tangible fixed assets 40,907 39,766 39,999 38,851 38,737 38,236 39,857 44,521 45,178 46,611 Goodwill 3,994 636 267 214 1,685 1,471 1,242 1,055 1,537 1,405 Other 3,531 3,474 3,081 2,806 2,390 2,025 1,854 2,012 2,338 2,696 Total intangible fixed assets 7,526 4,111 3,349 3,020 4,076 3,497 3,096 3,067 3,875 4,102 Investment securities 933 911 913 877 999 1,087 4,668 4,278 4,335 4,546 Long-term loans receivable 1,280 726 640 568 505 546 577 511 477 467 Long-term prepaid expenses 5,901 5,417 4,511 3,960 3,558 3,166 2,839 2,799 2,603 2,391 Guarantee deposits 16,938 16,833 16,046 15,581 15,440 15,142 15,062 15,189 15,599 15,693 Investment real estate 3,727 4,512 3,687 2,941 2,198 2,166 1,869 1,999 2,057 2,258 Deferred tax assets 1,475 2,465 887 1,117 1,037 929 856 1,622 1,797 1,950 Other 2,110 755 1,044 858 743 852 539 484 643 667 Allowance for doubtful accounts -557 -302 -349 -212 -202 -181 -212 -167 -222 -202 Investments and other assets 31,774 31,320 27,381 25,693 24,282 23,710 26,200 26,717 27,292 27,775 Total fixed assets 80,208 75,198 70,730 67,565 67,095 65,444 69,155 74,307 76,346 78,489 Total assets 112,406 105,202 97,088 94,371 91,338 95,524 108,658 111,292 114,947 115,613

LIA BILITIES Notes and accounts payable 6,321 5,818 4,373 3,865 4,116 4,776 6,753 5,741 5,053 5,985 Short-term debt 5,577 8,349 18,614 20,158 17,665 22,918 10,416 13,752 14,493 13,307 Income taxes payable 2,528 1,282 948 978 382 1,455 1,063 551 463 1,011 Provision for bonuses 1,357 1,318 1,470 1,480 1,212 1,359 1,429 1,334 1,362 1,493 Provision for directors' bonuses 86 72 64 87 116 112 81 79 71 24 Other 9,388 8,870 8,755 7,261 7,394 7,823 11,477 9,785 10,708 11,564 Total current liabilities 25,260 26,298 34,573 34,032 31,115 38,673 31,533 31,563 32,530 33,681 Long-term debt 9,270 12,876 11,941 9,036 11,375 8,571 13,824 17,577 20,807 19,754 Deferred tax liabilities 24 28 27 76 98 12 25 86 0 2 Other 2,894 2,898 2,603 2,768 2,403 1,908 1,323 1,244 1,188 1,010 Total fixed liabilities 14,468 17,705 16,345 14,754 16,832 13,438 18,186 21,994 25,207 24,124 Total liabilities 39,728 44,004 50,918 48,787 47,948 52,112 49,719 53,558 57,737 57,805 Net assets Capital stock 10,265 10,265 10,265 10,265 10,265 10,265 10,265 10,265 10,265 10,265 Capital surplus 11,153 11,153 11,153 11,139 11,139 11,139 11,139 11,560 11,551 11,534 Retained earnings 53,959 43,659 42,780 42,689 41,105 40,776 38,532 38,077 38,035 38,236 Treasury stock -5,946 -5,946 -20,015 -18,089 -18,089 -18,089 -733 -741 -744 -712 Shareholders' equity 69,431 59,131 44,183 46,004 44,420 44,091 59,203 59,161 59,107 59,323 Accum. other comprehensive income -1,605 -1,605 -1,820 -1,891 -1,706 -1,342 -868 -1,669 -2,363 -2,061 Non-controlling interests 4,851 3,670 3,806 1,469 675 663 602 240 464 544 Adjusted shareholders' equity 67,826 57,526 42,363 44,113 42,714 42,749 58,335 57,492 56,744 57,262 Total net assets 72,678 61,197 46,169 45,584 43,390 43,412 58,938 57,733 57,209 57,807 Total liabilities and net assets 112,406 105,202 97,088 94,371 91,338 95,524 108,658 111,292 114,947 115,613 Working capital 2,689 6,646 3,406 2,993 3,741 4,385 2,410 6,460 4,445 5,522 Total interest-bearing debt 14,847 21,225 30,555 29,194 29,040 31,489 24,240 31,329 35,300 33,061 Net debt -5,134 7,138 14,979 11,895 14,796 13,315 -2,847 10,042 9,826 11,148 Accounts receivable days 8.9 8.5 8.1 7.6 6.6 6.5 7.5 7.3 6.9 8.7 Days in inventory 32.4 35.4 38.2 25.0 27.0 30.6 29.4 36.0 39.0 30.2 Accounts payable days 31.0 32.8 30.9 26.6 24.7 25.1 31.2 32.2 28.8 28.9 Cash conversion cycle 10.36 11.10 15.45 5.96 8.96 12.02 5.81 11.08 17.04 9.97 Current ratio 127.5% 114.1% 76.2% 78.8% 77.9% 77.8% 125.3% 117.2% 118.7% 110.2% Fixed ratio 118.3% 130.7% 167.0% 153.2% 157.1% 153.1% 118.5% 129.2% 134.5% 137.1% Net debt / Equity ratio -0.07 0.13 0.34 0.26 0.34 0.31 -0.04 0.22 0.21 0.23 Equity ratio 60.3% 54.7% 43.6% 46.7% 46.8% 44.8% 53.7% 51.7% 49.4% 49.5% Source: Shared Research based on company data Note: Figures may differ from company materials due to differences in rounding methods. Note: Leases included in loans Assets Fixed assets, accounting for around 40% of the total, increased 20% between FY02/14 and FY02/18 as the company continued to open new restaurants. Other items include cash and deposits (slightly below 20%) and rental deposits (10% plus).

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Liabilities Interest-bearing debt including leases is the largest item at over 50% of total. Although this item decreased after disposal (sale) of treasury stock in August 2014, it grew 36% between FY02/15 and FY02/18.

Net assets Thanks to abundant retained earnings from past years, net assets accounted for 50% of total assets at end FY02/18. Net assets grew sharply after the sale of treasury stock in FY02/15, but have declined slightly since, because the company has paid dividends in excess of net income through FY02/17 under its stable dividends distribution policy.

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Cash flow statement

Cash flow statement FY02/09 FY02/10 FY02/11 FY02/12 FY02/13 FY02/14 FY02/15 FY02/16 FY02/17 FY02/18 (JPYmn) Cons. Cons. Cons. Cons. Cons. Cons. Cons. Cons. Cons. Cons. Cash flows from operating activities (1) 7,725 92 13,798 8,109 6,212 7,570 11,833 433 10,104 9,374 Cash flows from investing activities (2) -10,769 -9,127 -4,585 -3,218 -6,937 -4,258 -9,201 -12,365 -6,526 -8,379 Free cash flow (1+2) -3,044 -9,035 9,213 4,891 -725 3,312 2,632 -11,932 3,578 995 Cash flows from financing activities -794 2,383 -7,327 -3,199 -2,473 481 5,595 3,843 1,085 -4,200 Depreciation and amortization (A) 5,724 7,220 6,572 6,048 6,042 5,662 5,332 5,654 6,152 6,503 Capital expenditures (B) -10,840 -8,301 -5,037 -4,058 -5,823 -4,322 -5,891 -8,656 -7,699 -7,461 Working capital changes (C) -3,668 3,957 -3,240 -413 748 644 -1,975 4,050 -2,015 1,077 Simple FCF (NI + A + B - C) -1,240 -13,979 5,157 3,713 -893 1,394 2,357 -6,215 1,716 -544 Source: Shared Research based on company data * Note: Figures may differ from company materials due to differences in rounding methods. Cash flows from operating activities The main items under cash flows from operating activities are depreciation, net income before income taxes, impairment losses, and income and other taxes, to which increase/decrease in working capital is added. In the past five years, the base cash (profit before extraordinary gains/losses [JPY2.0bn–4.0bn] + depreciation [JPY5.0bn–6.0bn] – income taxes [JPY1.5bn–2.0bn]) trended between JPY5.0bn and JPY8.0bn.

Cash flows from investing activities Acquisition of fixed assets accompanying the opening of new restaurants is the main item. These acquisitions stood at around JPY4.3bn–8.6bn per year over the past five years, with the total amounting to JPY34bn slightly exceeding depreciation.

Cash flows from financing activities The main items are increase/decrease in borrowings and dividends (approximately JPY1.3bn).

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Historical performance Q1 FY02/19 results Summary Consolidated sales were JPY49.8bn (+2.7% YoY), gross profit was JPY32.0bn (+1.0% YoY), operating loss was JPY178mn (versus JPY748mn operating profit in Q1 FY02/18), recurring loss was JPY44mn (JPY837mn recurring profit in Q1 FY02/18), and net loss was JPY388mn (JPY419mn net income in Q1 FY02/18). Results were severe, with the company posting its first Q1 operating loss in five years (since FY03/14).

Sales were up YoY due to solid performance at Yoshinoya’s comparable stores and increase in new stores in the Hanamaru, Kyotaru, and Overseas segments. However, sales growth was not enough to absorb the rise in the price of ingredients (mainly meat), with the cost ratio worsening 1.1pp to 35.8% (the company’s full-year forecast is 36.1%). Consequently, results fell short of the company’s forecast. SG&A expenses were up 4.1% YoY to JPY32.2bn because of an increase in hiring and training costs amid a labor shortage, higher part-time wages, and a rise in distribution costs (fuel prices). The company posted an operating loss, because the SG&A expense ratio went up 0.9pp to 64.6% and sales fell short of target. Although SG&A expenses were in line with forecast, the company avoided cutting costs to ensure it launched new products properly, which takes time and effort. The Yoshinoya, Hanamaru, Kyotaru, and Overseas segments posted a profit, although lower than a year earlier, while Arcmeal posted a loss on lower sales.

The company has not revised its 1H and full-year forecasts.

Segment results Yoshinoya

Sales grew 3.8% YoY to JPY25.0bn, which appears to be below the initial company forecast. The segment recorded solid ◤ comparable store sales thanks to the effect of various initiatives.

Comparable store sales growth was 3.3% YoY in March, 7.0% in April, and 2.1% in May. Customer traffic increased 3.6% YoY ◤ in March, 4.4% in April, and 2.9% in May, while average customer spend was down 0.3% in March, up 2.5% in April, and down 0.8% in May. We can thus conclude that sales growth was mainly driven by an increase in customer traffic.

The total number of restaurants was 1,200. The company opened 10 new restaurants and closed 10. ◤ Main initiatives: “JPY80 off each day!” season ticket campaign in collaboration with Hanamaru (April) and ink stamp campaign ◤ at 800 restaurants (May). Also ran a LINE (texting app) student discount campaign targeting students under age 25. Launched new product Shin Aji-butadon (new pork bowl) in March and Torisukidon (chicken and egg bowl) in April, as well as Aburi Shiosaba Teishoku (grilled mackerel meal), the third in the Yoshinoya no Bangohan (Yoshinoya dinner) set menu lineup.

Segment profit: Down 44.1% YoY to JPY511mn due to rises in ingredient prices and personnel expenses. ◤

Hanamaru

Sales grew 9.7% YoY to JPY7.4bn, mainly due to an increase in restaurant counts from new store openings. ◤ The total number of restaurants was 488 (opened 13 and closed four). ◤ Main initiatives: One-day half-price campaign for Ontama Bukkake noodles on March 15. In April, collaborated with Yoshinoya ◤ for “tempura season ticket” campaign and began selling Honey Mustard Chicken Salad Udon, which was voted first by fans in a promotion held in collaboration with a pop idol group. In May, as in 2017, began selling Udonken no Somen (cold somen noodles).

Segment profit: Down 15.4% YoY to JPY392mn despite sales growth from new store openings, because of YoY decline in ◤ comparable store sales and impact of higher distribution and other costs

Arcmeal

Sales fell 7.1% YoY to JPY5.3bn, mainly due to greater competition in the steak and shabu shabu business and YoY decline in ◤ number of restaurants.

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The total number of restaurants was 179 (opened one). ◤ Main initiatives: Modified monthly “meat day” into a family event, and introduced limited seasonal menus for the Golden ◤ Week holidays. Also held Mothers’ Day campaign of all-you-can-eat desserts for women only. Volks introduced 4 Value Lunch in March, while Steak-no-Don began serving a budget set menu.

Segment profit: Posted segment loss of JPY86mn (-JPY154mn YoY) due to sales decline. ◤

Kyotaru

Sales grew 2.2% YoY to JPY7.0bn, mainly due to an increase in conveyor belt sushi restaurants such as Kaisen Misakiko and ◤ other initiatives that boosted comparable store sales.

The total number of stores/restaurants was 327 (opened four, closed seven). ◤ Main initiatives: Sales campaigns in the take-out sushi business (discount sales of sushi rolls and “hare-no-hi” celebration day ◤ sale) and in the restaurant business (“bluefin tuna festival,” “JPY99 sale” [for red plates usually priced at JPY110], and “thank you sale”) proved effective

Segment profit: Despite sales growth, segment profit dropped 15.5% YoY to JPY206mn because of higher ingredient and ◤ other costs.

Overseas

Sales grew 8.4% YoY to JPY5.0bn, mainly due to brisk sales in the US and Taiwan, and an increase in the number of restaurants ◤ (including franchises) thanks to an aggressive store opening program.

The total number of restaurants was 833 (opened 24, closed 12). ◤ Segment profit: Posted a 63.6% YoY decline in segment profit at JPY114mn. Reasons comprised higher ingredient prices in all ◤ regions including beef and chicken prices in the US, an increase in personnel expenses following the minimum wage hike in the US, and a rise in depreciation associated with opening and remodeling restaurants.

FY02/18 results Summary Consolidated sales were JPY198.5bn (+5.2% YoY), operating profit was JPY4.0bn (+115.5% YoY), recurring profit was JPY4.6bn (+67.4% YoY), and net income was JPY1.5bn (+19.5% YoY). The company posted robust sales and profit growth.

The YoY sales growth can be attributed to a JPY3.8bn increase in the Yoshinoya segment on solid comparable store sales driven by successful campaigns, and store increases in the Hanamaru and Overseas segments, which boosted sales by JPY3.2bn and JPY3.1bn, respectively. On the profit front, earnings improvement at the mainstay Yoshinoya segment contributed to overall performance, and profit grew YoY at all segments.

GPM improved 1.2pp from 63.7% in FY02/17 to 64.9% in FY02/18 due to lower beef prices, while the SG&A expense ratio went up 0.1pp to 62.9% because of higher personnel expenses and an increase in facilities expenses due to aggressive store openings. OPM improved sharply from 1.0% in FY02/17 to 2.0% in FY02/18. The JPY1.6bn extraordinary losses came from JPY1.3bn in impairment losses (all segments combined) and JPY257mn loss associated with a lawsuit in the US.

FY02/18 results undershot initial company forecasts for sales (full-year forecast: JPY202.0bn) by 1.7%, operating profit (JPY4.4bn) by 8.7%, recurring profit (JPY5.1bn) by 9.7%, and net income (JPY2.1bn) by 29.0%. The growth rates of comparable store sales were lower than expected for all brands except Hanamaru. In terms of costs, the cost ratio and SG&A expenses were more or less on budget, but savings were not enough to compensate for the sales shortfall. Net income fell far short of forecast mainly due to the unexpectedly large extraordinary losses of JPY1.6bn.

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Segment results Yoshinoya Sales were JPY101.1bn (+3.9% YoY). The number of restaurants at end FY02/18 was down YoY to 1,200 (opened 28, closed 31), but comparable store sales were solid (+1.4% YoY). Customer traffic and average customer spend were also up 0.2% and1.3% YoY, respectively. Main sales initiatives were as follows:

First collaboration with Hanamaru in September 2017 (season ticket for discounts at both restaurants) followed by ◤ collaboration with Softbank in February 2018 (Super Friday)

Began selling ham and eggs meal, and Shirasu-oroshi Teishoku (young sardine and grated radish meal) as set menus targeting ◤ the breakfast business, and Gyu Gyu Teishoku (beef meal) as part of the Yoshinoya no Bangohan (Yoshinoya dinner) series targeting the dinner business

Began selling family take-out version of Gyusuki Nabezen (beef sukiyaki set) called Gyunabe Family Pack ◤

Operating profit grew 32.1% YoY to JPY5.1bn as sales promotions boosted sales while food ingredient prices fell.

Hanamaru Sales were JPY27.1bn (+13.3% YoY). The number of restaurants at end FY02/18 increased by 49 YoY to 479 (opened 59, closed 10) as the company continued to open restaurants in new locations near or in railway stations and in shopping centers. Comparable store sales grew a brisk 2.9% YoY due to the following initiatives:

Launched “tempura season ticket” campaign in April and collaboration with Yoshinoya (season ticket for discounts at both ◤ restaurants) in September, followed by half-price Ontama Bukkake noodles campaigns on January 15 and February 15

Launched Udon Ken no Somen (cold somen noodles) and Biribiri Sanra Udon (hot and sour soup noodle) as seasonal items ◤ and held promotional noodle campaigns (Sichuan style udon and udon with warming winter sauces)

Operating profit was up 35.9% YoY to JPY1.3bn due to sales growth and lower cost of sales.

Arcmeal Sales were JPY22.5bn (-2.2% YoY). The number of restaurants at end FY02/18 was down to 178 (closed six) and comparable store sales were down 1.2% YoY, mainly due to greater competition in the steak and shabu shabu businesses. The company engaged in the following initiatives to increase customer traffic.

Increased the number of “meat days” per month from one (29th) to two (2nd and 9th) and introduced the G (gram) Card ◤ (loyalty card) for all brands in this segment, which is stamped according to the weight of meat eaten (grams) and/or menu item

Ran all-you-can-eat steak campaigns at Volks and Steak-no-Don in alternate months starting in June to attract new customers ◤ Offered limited seasonal menu items for winter, including Spring Onion and Mizore Shabu Shabu at Don-tei and boned steak ◤ at Volks.

Despite lower sales, operating profit was up 54.4% YoY to JPY209mn as the company optimized cost of sales and personnel expenses, and reorganized the sales force to strengthen management capability.

Kyotaru Sales were JPY26.7bn (+3.9% YoY). Contributing factors were the increase in the number of conveyor belt sushi restaurants, including Kaisen Misakiko, for which the company started an aggressive store opening program in FY02/17, stable comparable store sales (+0.4% YoY), and increased out-of-store sales of cooked rice after expanding the cooked rice line at the Funabashi facility. The number of restaurants at end FY02/18 was up by one to 330 (opened 19, closed 18). Main initiative was as follows:

Launched sales campaigns in the take-out sushi business (discount sale of sushi rolls and “hare-no-hi” celebration day sale) ◤ and in the restaurant business (“bluefin tuna festival,” “JPY99 sale” [for red plates usually priced at JPY110], and a campaign that increased the number of items priced at JPY180).

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Operating profit was up 336.6% YoY to JPY316mn mainly due to sales growth.

Overseas Sales were JPY19.7bn (+18.8% YoY). Contributing factors were brisk comparable store sales in the US and China, net increase of 88 restaurants to 821 as a result of an aggressive store opening program (opened 107, closed 19), and a switch to direct operation of Yoshinoya Singapore restaurants from Q2. Operating profit reached JPY1.2bn, up 36.0% YoY, as sales growth more than absorbed the increase in depreciation associated with opening and remodeling restaurants.

Financial condition In terms of assets, cash and deposits decreased by JPY3.6bn as a result of investment in new restaurants, accounts receivable – trade increased by JPY2.0bn as a result of a promotional campaign in February, and tangible fixed assets increased by JPY1.4bn. As a result, total assets saw a JPY666mn increase from the end of FY02/17. For liabilities, interest-bearing debt decreased by JPY1.8bn, but total liabilities increased by JPY67mn YoY due to increases in accounts payable–trade and income taxes payable. Net assets increased by JPY598mn from end FY02/17 due to a JPY201mn increase in retained earnings and JPY313mn increase in the foreign currency translation adjustment account because of yen depreciation. As a result, the equity ratio was up 0.1pp from end FY02/17 to 49.5%.

Cash flows Cash flows from operating activities saw a net inflow of JPY9.4bn (income before income taxes of JPY3.0bn and depreciation of JPY6.3bn), despite an increase in the outlay of working capital. Cash flows from investing activities saw a net outflow of JPY8.4bn due to an aggressive store opening program. Cash flows from financing activities saw a net outflow of JPY4.2bn, with a net JPY1.5bn decrease in long-term loans.

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Other information

History

Yoshinoya HD

Date Description 1899 Yoshinoya restaurant opens in Nihonbashi as a family-run business Dec 1958 Establishes Yoshinoya Co., Ltd. (current Yoshinoya Holdings Co., Ltd.) Apr 1973 Starts franchise expansion; first Yoshinoya franchise restaurant opens in Odawara Nov 1977 Establishes Yoshinoya West, Inc. (current Yoshinoya America, Inc.), to expand store network in the West Coast of US Jul 1980 Yoshinoya Co., Ltd. files for corporate reorganization proceedings Mar 1983 Receives reorganization plan approval Mar 1987 Completes reorganization proceedings Mar 1988 Merges with D&C Co., Ltd., the operator of Dunkin Donuts Japan, and changes company name to Yoshinoya D&C Co., Ltd. Jan 1990 Yoshinoya D&C Co., Ltd. stock approved by the Japan Securities Dealers Association for over-the-counter trading 1993 Establishes subsidiary Hokkaido Yoshinoya 1996 Yoshinoya restaurant count in Japan reaches 500 1997 Establishes subsidiary Okinawa Yoshinoya Yoshinoya D&C Co., Ltd. withdraws from the Dunkin Donuts business; planned openings of Yoshinoya restaurants in Japan Sep 1998 completed Oct 1999 Acquires shares of Kyotaru Co., Ltd. (makes it a wholly owned subsidiary in Jul 2011) Nov 2000 Yoshinoya D&C Co., Ltd. stock listed on the First Section of the Tokyo Stock Exchange Apr 2004 Temporarily suspends gyudon sales at Yoshinoya restaurants in Japan due to a ban on imports of US beef Jun Acquires shares of Hanamaru (makes it a wholly owned subsidiary in Dec 2012) Jun Yoshinoya restaurant count in Japan reaches 1,000 Apr 2005 Acquires share of Kyushu Yoshinoya (current Nishinihon Yoshinoya) Introduces a pure holding company system, renames to Yoshinoya Holdings Co., Ltd., and establishes Yoshinoya Co., Ltd. Oct 2007 through a incorporation-type company split Nov Acquires shares of Shikoku Yoshinoya (current Nishinihon Yoshinoya) Subscribes for shares of Don (current Arcmeal) through a third-party allotment (makes a wholly owned subsidiary in Sep Feb 2008 2015) Dec 2009 Establishes subsidiary Nakanihon Yoshinoya Mar 2010 Establishes subsidiary Kitanihon Yoshinoya Dec 2013 Establishes subsidiary Nishinihon Yoshinoya Nov 2014 Establishes Asia Yoshinoya International Sdn. Bhd. to supervise business operations in ASEAN countries Jun 2015 Establishes Yoshinoya China Holdings Co., Ltd. to supervise business operations in China Source: Shared Research based on company data

Yoshinoya, known as the creator of gyudon beef bowls, will in 2019 be celebrating its 120th anniversary since the opening of its first gyudon restaurant. The company has been operating restaurant chains for 45 years and opened its first overseas restaurant 42 years ago. Its business grew sharply after the opening of the second Yoshinoya restaurant in 1968. The restaurant count reached 100 in 1977 and topped 200 in 1978, backed by the company’s commitment to taste and innovative ideas such as the use of US beef. However, the procurement of beef fell behind the speed of restaurant expansion as beef imports had not been deregulated yet. The company lost customers after it mixed freeze-dried beef (imports of which were not restricted) with fresh beef and raised the price of gyudon. It also ran out of capital after opening new stores too quickly and filed for bankruptcy and rehabilitation under the Corporate Reorganization Act in 1980. Learning from failure, Yoshinoya’s employees reaffirmed that customers will go elsewhere if their gyudon isn’t tasty and that there can be no Yoshinoya without the customers. The company stopped using freeze-dried beef and embarked on a major restructuring exercise. These efforts were rewarded in 1987 when the company completed its reorganization and registered its stock as an OTC-traded security.

Yoshinoya’s first M&A was the acquisition of Dunkin Donuts in 1988, but the company did not diversify in earnest until the late 1990s, when it sold Dunkin Donuts (1998). The company acquired Kyotaru in 1999, Hanamaru in 2004, and Don (now Arcmeal) in 2008 (and a few other brands, which were since sold or liquidated). The BSE crisis struck in 2003 during this period of diversification. Unable to procure beef, Yoshinoya had to stop selling gyudon, and as beef prices climbed and remained at a high level, its profit structure came under severe pressure. Today, led by President Kawamura, Yoshinoya HD is once again focusing on

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overseas expansion, as well as various initiatives to renew its business model (see Medium-term plan and Group strategy sections). Hanamaru Arcmeal Date Description Date Description May 2000 Opens the initial restaurant Hanamaru Udon Kita in Don Volks Takamatsu city 1970 Opens the first Steak House Volks in Osaka City Nov 2001 Establishes Hanamaru Co., Ltd. 1976 Opens the first Steak-no-Don in Maebashi City May 2002 Starts franchise operation 1982 Centralizes foodstuffs production Dec Starts operation at Takamatsu factory 1984 Sales reach JPY10bn Apr 2003 Starts operation at Chiba factory 1987 Introduces POS system and connects all stores Listed on the Second Section of Osaka Stock Apr Store count exceeds 50 Exchange; store count reaches 100 Aug Store count exceeds 100 1988 Sales reach JPY20bn Dec Store count exceeds 150 1990 Starts chain operation of Shabu Shabu Don-tei Jun 2004 Signs agreement on capital and business tie-up with 1992 All stores connected with an intra-company network Yoshinoya D&C Co., Ltd. 1993 Centralizes production and delivery of foodstuffs Jul Starts operation at Shizuoka factory 2004 Sales reach JPY10bn May 2006 Becomes a consolidated subsidiary of Yoshinoya D&C 2005 Makes Volks a subsidiary Becomes a subsidiary of Don Co., Ltd. Co., Ltd. 2006 Merges in March, renamed to Don Co., Ltd with Volks Jun 2007 Starts operation at Okinawa factory as the surviving company Oct Store count exceeds 200 2006 Converts 49 Volks stores to Steak-no-Don or Shabu Nov 2008 Store count exceeds 250 Shabu Don-tei; sales reach JPY30bn Jul 2009 Establishes Hanamaru Restaurant Management 2007 Signs agreement on business tie-up with Yoshinoya (Shanghai) Co., Ltd. as a subsidiary Holdings Co., Ltd. Feb 2011 Opens the first overseas store Hanamaru Udon World 2008 Becomes a consolidated subsidiary of Yoshinoya Expo Holdings (51.11% stake) Mar Store count exceeds 300 2011 Opens the first Taiwan Volks Feb 2014 Makes Senkichi Co., Ltd. a subsidiary 2013 Opens the first Pastaliano in Osaka City Apr 2015 Opens the first restaurant in Malaysia, Mid Valley 2015 Changes name to Arcmeal Co., Ltd; becomes a wholly Megamall owned subsidiary of Yoshinoya Holdings through May Store count exceeds 350 share exchange in September May 2016 Starts operation at Hokkaido factory Oct Store count exceeds 400 Feb 2018 Store count exceeds 450 Source: Shared Research based on company data Source: Shared Research based on company data

Kyotaru

Date Description Mar 1932 Opens as a Japanese style restaurant in Shimogyo-ku, Kyoto Mar 1938 Opens Kyotaru, a Japanese style restaurant, in Nihonbashi Feb 1950 Establishes Heian Kogyo Co., Ltd. Apr 1951 Develops chakin sushi Jul 1952 Opens the first Kyotaru store, selling chakin and Kansai-style sushi; expands network of directly operated stores Apr 1954 Changes name to Kyotaru Co., Ltd. Nov 1979 Opens the first Kyotaru family restaurant Jul 1980 Approved for over-the-counter trading (lists on the Second Section of the Tokyo Stock Exchange in 1983) Jun 1984 Lists on the First Section of the Tokyo Stock Exchange Jan 1997 Files for company reorganization proceedings Nov 1997 Opens first conveyor belt sushi restaurant under the name Kaisen Misakiko Feb 2001 Opens Sushi Misakimaru, an Edomae-style sushi restaurant with flat rate of JPY100 per piece of sushi Feb 2002 Completes company reorganization proceedings Sep 2005 Lists on JASDAQ market of the Tokyo Stock Exchange Dec 2010 Opens a take-out Edomae-style sushi store, Sushi Misakiko Apr 2011 Consolidates production to Funabashi factory and starts a single factory operation Jul 2011 Becomes a wholly owned subsidiary of Yoshinoya Holdings Co., Ltd. through share exchange Source: Shared Research based on company data

News and topics

Please refer to the Highlights section for the latest news.

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Corporate governance and top management Corporate governance

Form of organization and capital structure Form of organization Company with Audit & Supervisory Board Controlling shareholder None Directors and members of Audit & Supervisory Board Number of directors per Articles of Incorporation 13 Number of directors 5 Directors' terms per Articles of Incorporation 1 year Chairperson of the Board of Directors President Number of outside directors 2 Number of independent outside directors 2 Number of members of Audit & Supervisory Board per Articles of Incorporation 5 Number of members of Audit & Supervisory Board 4 Number of outside members of Audit & Supervisory Board 2 Number of independent outside members of Audit & Supervisory Board 2 Other Participation in electronic voting platform Y Providing convocation notice in English On the web Implementation of measures regarding director incentives Performance-linked compensation, other Eligible for stock option - Disclosure of executive officers' compensation None Policy on determining amount of compensation and calculation methodology Y (Compensation committee) Takeover defenses Y Source: Shared Research based on company data As of May 25, 2018

Top management President and Representative Director Yasutaka Kawamura Yasutaka Kawamura joined Yoshinoya Co., Ltd. in 1993 (assigned to a sales department in the Kansai region). He was put in charge of business development in the planning office in March 2003, became a director of Hanamaru Inc. in July 2004, was appointed president and CEO of Hanamaru in April 2007 and director of Yoshinoya HD in May 2010, and took over as president and CEO of Yoshinoya HD in 2012. Kawamura has also served as director of Yoshinoya America Inc. since August 2013 (current), president and CEO of Yoshinoya Co., Ltd. (current) and president and CEO of Yoshinoya Asset Management Service Co., Ltd. (current) since September 2014, and director of Asia Yoshinoya International since January 2015 (current) and of Yoshinoya China Holdings since June 2015 (current).

Dividend policy

Dividends (split-adjusted) FY02/09 FY02/10 FY02/11 FY02/12 FY02/13 FY02/14 FY02/15 FY02/16 FY02/17 FY02/18 Dividend per share (JPY) 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 20.0 Payout ratio 604.2% - 321.5% 77.7% - 147.2% 123.2% 152.7% 103.4% 86.5% Source: Shared Research based on company data

The company’s dividend payout ratio exceeded 100% until FY02/17. Its basic dividend policy is profit distribution in the form of stable, long-term dividends, with the final decision based on a range of factors such as management environment and demand for capital, consolidated earnings trends, and the minimum capital required for aggressive business development for the growth of the Yoshinoya Group. The company also has an ongoing shareholder incentive program*.

* Yoshinoya HD’s shareholder incentive program offers 20 JPY300 vouchers per year to shareholders with 100 – 999 shares (one unit = JPY6,000).

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Major shareholders

Top shareholders Shares held Shareholding ratio Japan Trustee Services Bank, Ltd. 6,028,400 9.3% The Master Trust Bank of Japan, Ltd. 2,044,300 3.2% Kisshokai 849,800 1.3% State Street Bank West Client - Treaty 505234 723,578 1.1% Trust & Custody Services Bank, Ltd. 561,900 0.9% Mitsui Life Insurance Company Limited 550,000 0.9% Hannan Corporation 326,800 0.5% Suntory Liquors Limited 295,700 0.5% MLI Stock Loan 280,839 0.4% Kewpie Corporation 270,000 0.4% Source: Shared Research based on company data As of February 28, 2018

Employees

No. of employees FY02/12 FY02/13 FY02/14 FY02/15 FY02/16 FY02/17 FY02/18 (year-end) Cons. Cons. Cons. Cons. Cons. Cons. Cons. Yoshinoya 1,269 1,221 1,210 1,298 1,322 1,380 1,288 Part-time employees 7,890 7,601 8,321 8,463 8,195 8,019 8,671 Hanamaru 274 421 443 453 361 418 415 Part-time employees 935 981 1,038 1,143 1,358 1,527 1,746 Arcmeal 355 347 348 357 379 399 384 Part-time employees 2,165 2,124 2,251 2,407 2,276 2,101 1,789 Kyotaru 522 522 517 509 500 518 518 Part-time employees 2,204 2,150 2,092 2,150 2,144 2,122 2,310 Overseas 485 460 431 507 876 1,068 1,101 Part-time employees 1,532 1,468 1,413 1,060 1,303 1,620 2,103 Other 224 195 152 100 98 139 107 Part-time employees 582 601 477 209 247 341 212 Corporate 201 173 100 122 162 329 355 Part-time employees 0 0 0 0 0 0 314 Total Regular employees 3,330 3,339 3,201 3,346 3,698 4,251 4,168 Part-time employees 15,308 14,925 15,592 15,432 15,523 15,730 17,145 Source: Shared Research based on company data Note: Part-time employees are the average number employed in financial year Note: The increase in the number of corporate part-time employees in FY02/18 is due to centralizing group headquarter functions.

Employees per store/restaurant by segment (full-time and part-time employees)

FY02/12 FY02/13 FY02/14 FY02/15 FY02/16 FY02/17 FY02/18 Yoshinoya 7.70 7.39 8.00 8.20 8.01 7.79 8.30 Hanamaru 3.88 4.29 4.34 4.30 4.41 4.50 4.51 Arcmeal 14.65 14.37 14.85 15.44 14.27 13.59 12.21 Kyotaru 7.79 8.10 7.95 8.08 8.39 8.02 8.57 Source: Shared Research based on company data Note: Figures for part-times employees in the Overseas segment have been omitted as overseas franchises are large in number and varying in working conditions.

Part-time employees per store/restaurant by segment

FY02/12 FY02/13 FY02/14 FY02/15 FY02/16 FY02/17 FY02/18 Yoshinoya 6.73 6.38 6.98 7.11 6.89 6.70 7.20 Hanamaru 3.02 3.07 3.11 3.21 3.57 3.72 3.83 Arcmeal 12.66 12.35 12.97 13.60 12.47 11.36 9.88 Kyotaru 6.21 6.32 6.36 6.54 6.66 6.59 7.01 Source: Shared Research based on company data Note: Figures for part-times employees in the Overseas segment have been omitted as overseas franchises are large in number and varying in working conditions.

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By the way

There are a few theories associated with the origin of the company’s name. According to one, the name was derived from Yoshino, Fukushima-ku, Osaka, the hometown of founder Eikichi Matsuda. Another theory suggests the name came from the Yoshino cherry trees as the founder was particularly fond of cherry blossoms.

Yoshinoya’s famous catchphrase “Tasty, cheap, and fast” was “Fast and tasty” when the company was first established, because gyudon was not an inexpensive meal at the time. The words “Fast, tasty, and cheap” (in that order) appeared on the sign of the Shinbashi restaurant when it opened in 1972. Although the price still wasn’t cheap in absolute terms, “cheap” was added, because it was an economical way to eat beef. The word order was based on the order of impressions customers formed from the moment they entered the restaurant. In 1993, when a poor rice crop in Japan resulted in the use of some foreign rice, the company received feedback from customers that it didn’t taste good. After making improvements, the company put “tasty” at the beginning of the phrase in 1994 (“Tasty, fast, and cheap” to convey the message that quality improvements were made). The word order was changed to “Tasty, cheap, and fast” in 1997 to emphasize the low price when the consumption tax rate went up in 1997, before switching around again to “Tasty, fast, and cheap.” Since 2003 it has been “Tasty, cheap, and fast,” because the company believed it had successfully combined tastiness and low price, and aimed to improve service quality rather than providing a fast service.

Profile

Company Name Head Office Daiwa River Gate 18th floor Yoshinoya Holdings Co., Ltd. 36-2 Hakozakicho, Nihonbashi, Chuo-ku Tokyo Phone Listed On November 2000 +81-3-5651-8800 (Over-the-counter trading from January 1990) Established Exchange Listing December 1958 First Section of the Tokyo Stock Exchange Website Fiscal Year-End https://www.yoshinoya-holdings.com/english/index.html February IR Contact IR Web https://www.yoshinoya-holdings.com/english/ir/index.html -

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