CURVES : Consolidated Financial Results for the Six Months Ended February 28, 2021

Consolidated Financial Results

for the Six Months Ended February 28, 2021 [Japanese GAAP]

April 9, 2021

Company name: CURVES HOLDINGS Co., Ltd.

Stock exchange listing: Tokyo Stock Exchange Section 1

Stock code: 7085

URL: https://www.curvesholdings.co.jp/

Representative: Takeshi Masumoto, Representative Director and President

Contact: Shinya Matsuda, Director and General Manager, Administration Division

Tel: [phone]

Scheduled date of filing quarterly securities report: April 13, 2021

Scheduled date of commencing dividend payments: -

Availability of supplementary briefing material on quarterly financial results: Available

Schedule of quarterly financial results briefing session: Scheduled

(Amounts of less than one million yen are rounded down.)

1. Consolidated Financial Results for the Six Months Ended February 28, 2021 (September 1, 2020 to February

28, 2021)
(1) Consolidated Operating Results		(% indicates changes from the previous corresponding period.)
		Net sales		Operating profit	Ordinary profit	Profit attributable to
			owners of parent
	Six months ended	Million yen	%	Million yen	%	Million yen	%	Million yen	%
	February 28, 2021	11,891	(17.6)	871	(70.8)	669	(78.0)	347	(83.1)
	February 29, 2020	14,431	-	2,988	-	3,046	-	2,056	-
(Note) Comprehensive income: Six months ended February 28, 2021: (121) million yen [‒%]
		Six months ended February 29, 2020: 2,259 million yen [‒%]
		Earnings per share	Diluted earnings
		per share
	Six months ended		Yen		Yen
	February 28, 2021		3.70		-
	February 29, 2020		24.98		-

(Note) Changes from the previous corresponding period for six months ended February 29, 2020 are not available due to the quarterly consolidated statements having started to be published since the 1st quarter of FY 8/2020.

(2) Consolidated Financial Position
		Total assets	Net assets		Equity ratio
	As of		Million yen		Million yen				%
	February 28, 2021		35,023		7,552		21.6
	August 31, 2020		36,837		8,142		22.1
(Reference) Equity: As of February 28, 2021: 7,552 million yen
	As of August 31, 2020: 8,142 million yen
2. Dividends
						Annual dividends
				1st	2nd	3rd		Year-end	Total
				quarter-end	quarter-end	quarter-end
				Yen		Yen	Yen			Yen	Yen
	Fiscal year ended August 31, 2020		-	0.00	-		5.00	5.00
	Fiscal year ending August 31, 2021		-	0.00
	Fiscal year ending August 31, 2021 (Forecast)				-		3.00	3.00

(Note) Revision to the forecast for dividends announced most recently: No

3. Consolidated Financial Results Forecast for the Fiscal Year Ending August 31, 2021 (September 1, 2020 to August 31, 2021)

(% indicates changes from the previous corresponding period.)

	Net sales		Operating profit	Ordinary profit	Profit attributable to	Earnings per share
							owners of parent
	Million yen	%	Million yen	%	Million yen	%	Million yen	%	Yen
Full year	24,000	(4.3)	1,300	11.4	1,100	(5.6)	720	(5.8)	7.67

(Note) Revision to the financial results forecast announced most recently: Yes

For the consolidated financial results forecast, please see the "Notice of Differences between Financial Results Forecast and Actual Results for the Six Months Ended February 28, 2021 and Revisions to the Full-Year Financial Results Forecast" released today (April 9, 2021).

* Notes:

(1) Changes in significant subsidiaries during the six months ended February 28, 2021 (changes in specified subsidiaries

resulting in changes in scope of consolidation): No
Newly added: ― (Name:	)	Excluded: ― (Name:	)

1. Accounting policies adopted specially for the preparation of quarterly consolidated financial statements: No
2. Changes in accounting policies, changes in accounting estimates and restatements
3. 1. Changes in accounting policies due to the revision of accounting standards: No
   2. Changes in accounting policies other than 1) above: No
   3. Changes in accounting estimates: No
   4. Restatements: No
4. Total number of issued shares (common shares)
5. 1. Total number of issued shares at the end of the period (including treasury shares):

February 28, 2021:	93,857,493 shares
August 31, 2020:	93,857,493 shares
2) Total number of treasury shares at the end of the period:
February 28, 2021:	121 shares
August 31, 2020:	121 shares

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

Six months ended February 28, 2021:	93,857,372 shares
Six months ended February 29, 2020:	82,298,284 shares

• This summary of the quarterly financial results is outside the scope of quarterly review by certified public accountants or audit firms.
• Explanation of the proper use of financial results forecast and other notes(Note on forward-looking statements, etc.)
  The financial results forecast and other forward-looking statements contained in this document are based on information currently available to the Company and certain assumptions deemed reasonable by the Company. Such forward-looking statements are not intended to represent a commitment on the part of the Company to achieve them. Actual results may vary significantly due to various factors. Please refer to "(3) Explanation of Consolidated Financial Results Forecast and Other Forward-looking Information," on page 4 of the attached material for the assumptions used in the financial results forecast, as well as precautions for using the financial results forecast.

(How to obtain supplementary briefing materials on the financial results and the content of the financial results briefing session)

In light of the COVID-19 pandemic, the Company's results briefing will be held by posting video recorded in advance on its website (https://www.curvesholdings.co.jp/) on Friday, April 16, 2021.

The Company will post the supplementary materials used in this video on TDnet and the Company's website on the same day.

Table of Contents
1. Qualitative Information on Quarterly Financial Results for the Period under Review ..................................	2
(1)	Explanation of Operations Results .............................................................................................................	2
(2)	Explanation of Financial Position ..............................................................................................................	3
(3)	Explanation of Consolidated Financial Results Forecast and Other Forward-looking Information ..........	4
2. Quarterly Consolidated Financial Statements and Primary Notes .................................................................	6
(1)	Quarterly Consolidated Balance Sheets .....................................................................................................	6
(2)	Quarterly Consolidated Statements of Income and Comprehensive Income .............................................	8
(3)	Quarterly Consolidated Statement of Cash Flows ...................................................................................	10
(4)	Notes to Quarterly Consolidated Financial Statements ............................................................................	11
	(Notes on going concern assumption) ......................................................................................................	11
	(Notes in the case of significant changes in shareholders' equity) ...........................................................	11
	(Additional information) ...........................................................................................................................	11

1

1. Qualitative Information on Quarterly Financial Results for the Period under Review

(1) Explanation of Operations Results

The Group (the Company and consolidated subsidiaries, hereinafter referred to as the "Group") has been striving to contribute to the creation of a society with a healthy and long life expectancy through its core business, "Curves," a 30-minute fitness club for women. The Group has endeavored to enhance the satisfaction of its members and expand membership by strengthening customer services as "community-oriented health infrastructure" that contributes to solving social issues.

It is the Group's understanding that the market environment during and after the COVID-19 pandemic will change dramatically in the following two ways:

1. Growth of the health market: The pandemic forced people to focus on their lives and health, and the trend toward taking care of their own health will gain momentum in the medium and long term. This is a golden opportunity for the growth of the health market.
2. Growing demand for contactless services: Extending beyond the end of the COVID-19 pandemic, consumer sentiment, society and the economy will remain "scared" by COVID-19, and qualitative changes will occur, such as an increase in demand for non-contact services.
   Under these operating conditions, the Group aims to achieve business recovery and establish business models in the new management environments by the end of 2022, in other words, in around two years' time, and is pursuing strategies positioning the fiscal year ending August 31, 2021 (from September 1, 2020 to August 31, 2021) as the fiscal year for getting firmly on track towards this goal.
   During the second quarter of the current fiscal year (from December 1, 2020 to February 2021), the number of new members was poorer than in usual years due to the impact of the state of emergency declared by the government on January 7, 2021, and the number of absentees also increased. From December to February, the Company's second quarter, the number of new members remains low and membership declines every year due to seasonal factors. However, membership declined more significantly than usual in the second quarter of the current fiscal year.
   However, the impact of the COVID-19 pandemic on membership and the Company's financial results was within the range assumed at the beginning of the current fiscal year, and the Group worked to improve customer satisfaction by improving the quality of services for existing customers, strengthen the business operations of clubs, and expand sales of merchandise such as protein through diet consultations for members in the second quarter of the current fiscal year, as initially planned.
   The Group also proceed with the closure and merging of the clubs that have been severely affected by COVID-
   19. In the process, more than 70% of the members of closed and merged clubs have transferred to other clubs.

Accordingly, the number of Curves facilities (excluding Men's Curves) and membership in Japan as of February 28, 2021 were as follows.

1. Number of Curves facilities in Japan

(Percentage figures represent changes from the end of the previous fiscal year)

	As of August 31, 2020	As of February 28, 2021
Number of facilities	2,020 facilities	1,988 facilities		(1.6)%
Of which, number of corporate	70 facilities	75 facilities		7.1%
operated facilities
Number of franchisee facilities	1,950 facilities	1,913 facilities		(1.9)%

2

2. Curves membership in Japan

	As of August 31, 2020	As of February 28, 2021
Active memberships excluding	600K	641K		6.8%
absentee members
Absentee members	99K	44K		(55.2)%
Total membership	700K	686K		(2.0)%

(Note) All absentee members under Special Absentee Program have had their monthly dues for the applicable period refunded in full.

There were six Men's Curves facilities for men.

In overseas business, the Group considers Europe where it acquired the franchiser operations in July 2019 to be its priority market. As of the end of the first six months of the fiscal year under review (December 31, 2020 (two-month lag due to difference in fiscal year end)), there were 164 Curves facilities in Europe (UK, Italy, Spain and five other countries, all facilities are franchisees' facilities), of which 124 facilities were closed due to government directives, including lockdowns.

In terms of costs, SGA expenses in the second quarter of the current fiscal year decreased 945 million yen from the first quarter due to the containment of marketing expenses in light of seasonal factors and the market environment, a reduction of financial aid to franchisees associated with closures and absentees, and the continuous reduction of stationary costs.

As a result, net sales for the six months ended February 28, 2021 were 11,891 million yen (down 17.6% year on year), leading to operating profit of 871 million yen (down 70.8% year on year). Ordinary profit was 669 million yen (down 78.0% year on year) due to the generation of foreign exchange losses at Curves International, Inc., which did not have an impact on changes in cash. Profit attributable to owners of parent was 347 million yen (down 83.1% year on year) mainly due to the recording of income taxes - current of 527 million yen.

The Ad Fund (collected from franchisees) that was included in net sales up to the previous fiscal year is not included in net sales as from the first quarter of the current fiscal year. When compared with net sales for the previous corresponding period excluding the ad fund sales, net sales for the six months ended February 28, 2021 are 11.4% down year-on-year. This change was necessitated due to a revision in the franchise agreement to the effect that any excess of advertising expenses Curves Japan has spent over the total ad funds income actually collected from franchisees would not be additionally charged to franchisees, but be recorded as SGA expenses.

Since the Group operates in a single business segment, the Curves business, the segment information is omitted.

1. Explanation of Financial Position (Assets)
   Total assets as of February 28, 2021 decreased by 1,814 million yen, compared to the end of the previous fiscal year to 35,023 million yen (down 4.9% from the end of the previous fiscal year).
   Current assets decreased by 598 million yen to 14,676 million yen (down 3.9% year on year). This was mainly due to a decrease of 232 million yen in merchandise.
   Property, plant and equipment decreased by 1 million yen to 324 million yen (down 0.5% year on year). Intangible assets decreased by 1,329 million yen to 19,459 million yen (down 6.4% year on year). This was
   mainly due to decreases of 1,195 million yen in trademark right, 128 million yen in other intangible assets and 93 million yen in goodwill.
   Investments and other assets increased by 115 million yen to 562 million yen (up 25.9% year on year). Total non-current assets decreased by 1,215 million yen to 20,346 million yen (down 5.6% year on year).

3

(Liabilities)

Current liabilities increased by 569 million yen to 7,832 million yen (up 7.8% year on year). This was mainly due to an increase of 625 million yen in the current portion of long-term borrowings.

Non-current liabilities decreased by 1,794 million yen to 19,638 million yen (down 8.4% year on year). This was mainly due to a decrease of 1,545 million yen in long-term borrowings.

Total liabilities decreased by 1,224 million yen to 27,471 million yen (down 4.3% year on year).

(Net assets)

Net assets decreased by 590 million yen to 7,552 million yen (down 7.3% year on year). This was mainly due to a decrease of 121 million yen in retained earning resulting from the payment of dividends of 469 million yen, offsetting the recording of profit attributable to owners of parent of 347 million yen.

(Status of cash flows)

The balance of cash and cash equivalents (hereinafter referred to as "net cash") as of February 28, 2021 was 9,515 million yen, a decrease of 18 million yen compared with the end of the previous fiscal year.

(Cash flows from operating activities)

As a result of operating activities during the six months ended February 28, 2021, net cash provided by operating activities stood at 1,628 million yen (down 25.6% year on year). This was mainly attributable to profit before income taxes of 669 million yen, depreciation of 284 million yen, amortization of trademark right of 494 million yen, income taxes refund of 455 million yen, and income taxes paid of 331 million yen.

(Cash flows from investing activities)

As a result of investing activities during the six months ended February 28, 2021, net cash used in investing activities stood at 251 million yen (down 13.8% year on year). This was mainly attributable to purchase of intangible assets of 189 million yen and purchase of property, plant and equipment of 46 million yen.

(Cash flows from financing activities)

As a result of financing activities during the six months ended February 28, 2021, net cash used in financing activities stood at 1,389 million yen (down 52.7% year on year). This was mainly attributable to dividends paid of 469 million yen and repayments of long-term borrowings of 920 million yen.

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

As announced in the "Notice of Differences between Financial Results Forecast and Actual Results for the Six Months Ended February 28, 2021 and Revisions to the Full-Year Financial Results Forecast" released on April 9, 2021, the Company has revised its consolidated financial results forecast. In the revised full-year consolidated financial results forecast, the Company expects net sales of 24.0 billion yen (down 4.3% year on year), operating profit of 1.3 billion yen (up 11.4% year on year), ordinary profit of 1.1 billion yen (down 5.6% year on year) and profit attributable to owners of parent of 720 million yen (down 5.8% year on year). Details are as follows.

The Group aims to achieve a business recovery and establish business models in the new management environments by the end of 2022, in other words, in around two years' time, and executes strategies positioning the current fiscal year (from September 1, 2020 to August 31, 2021) as the fiscal year for getting firmly on track to accomplish this goal.

During the six months ended February 28, 2021, the Group achieved greater than anticipated results, but the current economic environment is still unclear and unstable. The Group recognizes that in order to early achieve business recovery and establish business models in the new management environments in these circumstances, the following measures continue to be important.

1. Further improve customer satisfaction and protect and foster our operating base, including the stabilization
   4

of franchisee management.

1. Recover membership by strengthening marketing and actively using funds.
2. Quickly get new business models such as the online fitness program, Ouchi de Curves (Curves at Home) on track.

In the second half of the current fiscal year, the Group plans active strategic investment in these measures. (Japan)

• The Group plans to open 20 new facilities and to close or merge 100 franchisee facilities that have been significantly affected by COVID-19 during the fiscal year ending August 31, 2021. The number of facilities is forecast to be 1,940 at the end of the period, at a net decrease of 80 facilities.
• Membership (the number of active members), which had decreased to 600K as of August 31, 2020, recovered to 640K as of February 28, 2021, despite the impact of the declaration of a state of emergency. The Company revised the expected number of members on August 31, 2021, upward to 700K (excluding online members) because the Company will strengthen its marketing for new sign-ups from April 2021.
• Contribution to profit by new businesses such as the online fitness program "Ouchi de Curves" is not reflected in the forecast.
• To achieve business recovery and establish business models in the new management environments by the end of 2022, the quick recovery of membership is a priority issue. For that purpose, the Group plans to actively push forward with strategic investment in marketing.

(Overseas)

• In Europe, the focus area, (UK, Italy, Spain, etc.), club closures are still repeated due to government directives including lockdowns. Because the Group assumed from the beginning that this unpredictable situation would continue, assumptions for overseas financial results forecasts remain unchanged. The Group plans to formulate and implement strategies adapted to the changing management environment, while experimenting with new business models including provision of online fitness, gradually starting from regions where socio-economic conditions have quieted down.

Any further revisions to the financial results forecast necessitated by changes in the business environment due to future COVID-19 conditions and other factors will be promptly disclosed.

5

2. Quarterly Consolidated Financial Statements and Primary Notes

(1) Quarterly Consolidated Balance Sheets

				(Thousands of yen)
			As of August 31, 2020	As of February 28, 2021
Assets
	Current assets
		Cash and deposits	9,533,587	9,515,075
		Notes and accounts receivable - trade	3,243,741	3,540,909
		Merchandise	1,511,593	1,279,428
		Raw materials and supplies	6,116	8,240
		Other	1,127,615	468,571
		Allowance for doubtful accounts	(147,384)	(135,782)
		Total current assets	15,275,269	14,676,442
	Non-current assets
		Property, plant and equipment
		Buildings and structures, net	220,379	222,601
		Vehicles, tools, furniture and fixtures, net	105,807	101,819
		Total property, plant and equipment	326,187	324,420
		Intangible assets
		Goodwill	1,392,773	1,299,706
		Trademark right	17,997,264	16,801,985
		Software	666,101	753,270
		Other	733,374	604,814
		Total intangible assets	20,789,513	19,459,776
		Investments and other assets
		Investment securities	20,000	20,000
		Leasehold and guarantee deposits	253,498	268,157
		Deferred tax assets	155,771	257,416
		Other	21,166	20,681
		Allowance for doubtful accounts	(3,492)	(3,660)
		Total investments and other assets	446,943	562,595
		Total non-current assets	21,562,644	20,346,792
	Total assets	36,837,913	35,023,235

6

			(Thousands of yen)
		As of August 31, 2020	As of February 28, 2021
Liabilities
	Current liabilities
	Notes and accounts payable - trade	1,562,764	1,652,899
	Current portion of long-term borrowings	1,840,000	2,465,000
	Accounts payable - other	919,875	607,312
	Accrued expenses	291,399	345,416
	Income taxes payable	364,394	552,390
	Provision for bonuses	223,835	225,005
	Provision for point card certificates	44,320	57,352
	Provision for shareholder benefit program	30,622	-
	Deposits received	1,653,990	1,691,884
	Other	331,404	235,195
	Total current liabilities	7,262,606	7,832,457
	Non-current liabilities
	Long-term borrowings	17,420,000	15,875,000
	Deferred tax liabilities	3,887,324	3,632,069
	Asset retirement obligations	125,377	131,477
	Total non-current liabilities	21,432,701	19,638,547
	Total liabilities	28,695,308	27,471,004
Net assets
	Shareholders' equity
	Share capital	848,666	848,666
	Capital surplus	828,666	828,666
	Retained earnings	6,328,053	6,206,177
	Treasury shares	(76)	(76)
	Total shareholders' equity	8,005,310	7,883,435
	Accumulated other comprehensive income
	Foreign currency translation adjustment	137,294	(331,205)
	Total accumulated other comprehensive income	137,294	(331,205)
	Total net assets	8,142,605	7,552,230
Total liabilities and net assets	36,837,913	35,023,235

7

1. Quarterly Consolidated Statements of Income and Comprehensive Income
   Quarterly Consolidated Statement of Income Six Months Ended February 28, 2021

			(Thousands of yen)
		For the six months	For the six months
		ended February 29, 2020	ended February 28, 2021
Net sales	14,431,720	11,891,843
Cost of sales	8,328,433	6,928,218
Gross profit	6,103,286	4,963,625
Selling, general and administrative expenses	3,115,215	4,092,037
Operating profit	2,988,071	871,587
Non-operating income
Interest income		123	89
Foreign exchange gains	86,044	-
Subsidy income		942	16,825
Other	5,126	11,023
Total non-operating income		92,236	27,937
Non-operating expenses
Interest expenses		28,577	33,338
Foreign exchange losses	-	196,793
Other		5,194	187
Total non-operating expenses	33,772	230,319
Ordinary profit	3,046,535	669,205
Extraordinary losses
Loss on retirement of non-current assets		2,192	181
Total extraordinary losses	2,192	181
Profit before income taxes	3,044,342	669,024
Income taxes - current	1,143,469	527,082
Income taxes - deferred	(155,262)	(205,469)
Total income taxes	988,206	321,613
Profit	2,056,135	347,411
Profit attributable to owners of parent	2,056,135	347,411

8

Quarterly Consolidated Statement of Comprehensive Income

Six Months Ended February 28, 2021

			(Thousands of yen)
		For the six months	For the six months
		ended February 29, 2020	ended February 28, 2021
Profit	2,056,135	347,411
Other comprehensive income
	Foreign currency translation adjustment	203,236	(468,499)
	Total other comprehensive income	203,236	(468,499)
Comprehensive income	2,259,371	(121,088)
Comprehensive income attributable to
	Comprehensive income attributable to owners of	2,259,371	(121,088)
	parent
	Comprehensive income attributable to non-controlling	-	-
	interests

9

(3) Quarterly Consolidated Statement of Cash Flows

			(Thousands of yen)
		For the six months	For the six months
		ended February 29, 2020	ended February 28, 2021
Cash flows from operating activities
Profit before income taxes	3,044,342	669,024
Depreciation		288,786	284,359
Amortization of goodwill	39,090	39,422
Amortization of trademark right		510,070	494,401
Increase (decrease) in allowance for doubtful accounts	25,474	(6,311)
Increase (decrease) in provision for bonuses		8,214	1,867
Interest and dividend income	(123)	(89)
Interest expenses		28,577	33,338
Foreign exchange losses (gains)	(86,044)	196,749
Decrease (increase) in trade receivables		(330,219)	(313,774)
Decrease (increase) in inventories	(235,426)	226,560
Increase (decrease) in trade payables		(363,178)	92,098
Loss on retirement of property, plant and equipment	2,192	181
Decrease (increase) in prepaid expenses		25,267	(35,608)
Increase (decrease) in accounts payable - other	(246,192)	(334,972)
Increase (decrease) in accrued expenses		(64,393)	55,434
Other	111,443	135,238
Subtotal		2,757,882	1,537,921
Interest and dividends received	123	89
Interest paid		(28,577)	(33,338)
Income taxes refund (paid)	(539,891)	124,249
Net cash provided by (used in) operating activities		2,189,536	1,628,921
Cash flows from investing activities
Purchase of property, plant and equipment		(80,526)	(46,268)
Purchase of intangible assets	(206,614)	(189,067)
Payments of guarantee deposits		(4,807)	(15,186)
Proceeds from refund of guarantee deposits	1,775	432
Other		(1,809)	(1,453)
Net cash provided by (used in) investing activities		(291,982)	(251,543)
Cash flows from financing activities
Repayments of long-term borrowings	(920,000)	(920,000)
Dividends paid		(2,016,307)	(469,286)
Net cash provided by (used in) financing activities		(2,936,307)	(1,389,286)
Effect of exchange rate change on cash and cash	5,444	(6,603)
equivalents
Net increase (decrease) in cash and cash equivalents	(1,033,310)	(18,511)
Cash and cash equivalents at beginning of period	5,350,073	9,533,587
Cash and cash equivalents at end of period	4,316,762	9,515,075

10

(4) Notes to Quarterly Consolidated Financial Statements

(Notes on going concern assumption) Not applicable.

(Notes in the case of significant changes in shareholders' equity) Not applicable.

(Additional information)

There are no significant changes to our assumptions regarding the spread of COVID-19 pandemic and the time it will end that we stated in the securities report of the previous fiscal year as additional information.

11