Tokyo Lifestyle Co., Ltd 6-K, filed Jun 21, 2023

Tokyo Lifestyle Co., Ltd. (TKLF)

6-K 2023-06-21 For: 2023-06-21

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Added on April 08, 2026

About this 6-K

Tokyo Lifestyle Co., Ltd filed this 6-K on June 21, 2023.

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	Yoshitsu Co., Ltd

Date: June 21, 2023	By:	/s/ Mei Kanayama
	Name:	Mei Kanayama
	Title:	Representative Director and Director (Principal Executive Officer)

Exhibit No.		Description
99.1		Notice of the 17th Ordinary General Meeting of Shareholders to be held on June 30, 2023

2	Youichiro Haga (July 5, 1966) Reappointment of Director	(Brief Biography, Position) April 1991: Joined MUFG Bank, Ltd. September 2020: Left MUFG Bank, Ltd October 2020: Joined the Company as a member of the Finance Department June 2021: Appointed as a Director of the Company, currently serving in that position. (Significant Concurrent Positions) None (Number of Company Shares Held) 0 share (Special Interests with the Company) None

3	Yoji Takenaka (August 26, 1963) Reappointment of External Director	(Brief Biography, Position) April 1993: Registered as a lawyer. April 2005: Established Takenaka Law Office, currently practicing. June 2021: Appointed as an External Director of the Company, currently serving in that position. (Significant Concurrent Positions) None (Number of Company Shares Held) 0 share (Special Interests with the Company) None

4	Tetsuya Sato (May 26, 1970) Reappointment of External Director	(Brief Biography, Position) May 1995: Joined Marco Co., Ltd. July 2017: Appointed as Representative Director of WDM Co., Ltd. July 2019: Appointed as CFO and Director of RSK Co., Ltd., currently serving in that position. June 2021: External Director of the Company, currently serving in that position. (Significant Concurrent Positions) Director and CFO of RSK Co., Ltd. (Number of Company Shares Held) 0 share (Special Interests with the Company) None

	Fiscal year ended March 31, 2020)		Fiscal year ended March 31, 2021)		Fiscal year ended March 31, 2022)		Fiscal year ended March 31, 2023)
Net sales		15,169,433		23,480,468		25,655,250		21,667,575
Ordinary income		830,230		936,477		486,715		192,972
Net income		540,074		556,209		192,523		△71,427
Net income per share (yen)		54,553		5,984		5		△1
Total assets		9,869,635		12,394,392		14,860,428		22,579,256
Net assets		1,877,636		2,583,847		5,628,047		5,514,702

	Headquarters	2-5-9 Koto-bashi, Sumida-ku,
	Tokyo Tokyo Sales Dept.	16F Harumi Island Triton Square Office Tower W, 1-8-8 Harumi, Chuo-ku, Tokyo
	Saitama Center	3-1-5 Ryutsu Danchi, Koshigaya-shi, Saitama

1.	Date and Time: Friday, June 30, 2023, at 11:00 AM (Registration starts at 10:00 AM), Japan Standard Time

2.	Address: 5th Floor, Harumi Building, 2-5-9 Kotohashi, Sumida-ku, Tokyo, Japan

	Report Items:	Regarding the Business Report for the 17th fiscal year (from April 1, 2022, to March 31, 2023), Financial Statements, and the Audit Report on the Financial Statements by the Auditors and the Board of Corporate Auditors, which financial statements were based upon our statutory financial results as prepared in accordance with Japanese GAAP. These results may differ in material respects from the audited consolidated financial results under U.S. GAAP that will be reported later and included in our Annual Report on Form 20-F, which will be filed with the U.S. Securities and Exchange Commission and will be available at www.sec.gov. The discussion of the Japanese GAAP is presented to our shareholders and American Depository Share (“ADS”) holders solely in accordance with requirements under the Japanese Companies Act in connection with our Annual Meeting.

	Resolution items:

	Trade name	Location
	Kaika International Co., Ltd	2-5-9 Koto-bashi, Sumida-ku, Tokyo
	Tokyo Lifestyle Limited	Unit 11, 12/F., Wing on Plaza, No.62 Mody Road, Tsim Sha Tsui East, Kowloon

Store Name	Location	Store Name	Location
Kameido Store	Koto-ku, Tokyo	Koshigaya Ryutsu-Danchi Store	Koshigaya-shi, Saitama

Hirai Store	Edogawa-ku, Tokyo	Quizgate Urawa Store	Saitama-shi, Saitama

Shinbashi Store	Minato-ku, Tokyo	Yokohama Chinatown Store	Yokohama-shi, Kanagawa

Kamata Store	Ota-ku, Tokyo	Hakuba Store	Hakuba-mura, Nagano

Nishikasai Store	Edogawa-ku, Tokyo	Nishikawaguchi Store	Kawaguchi-shi, Saitama

Number of Employees		Change from the previous fiscal year		Average age		Average number of years of attendance
146		±0		About 36-year-old		3 years and 1 month

Company Name	Location	Capital stock	Business	Investment Ratio
Kaika International Co., Ltd.	Tokyo	5,000,000 yen	wholesale	100%
Tokyo Lifestyle Limited	Hong Kong, China	1,000,000 HK dollars	Wholesale and retail	100%
Shenzhen Qingzhiliangpin Network Technology Co., Ltd.	China	RMB840	EC Management	(100%)

	(11)	Major borrowings (As of March 31, 2023)

		Commitment line contract

	(Unit: thousand yen)
Financial institutions	Balance of borrowings
Mizuho Bank, Ltd		1,550,000
MUFG Bank, Ltd		1,300,000
Resona Bank, Ltd		1,000,000
Sumitomo Mitsui Banking Corporation		900,000

①	Total number of authorized shares:	100,000,000

②	Total number of shares issued and outstanding:	36,250,054

③	Number of shareholders:	4

④	Major Shareholders are as follows:

Names of shareholders	Number of shares held		Percentage of shares held (%)
Tokushin Goudou Kaisha		16,838,350		46.45
THE BANK OF NEW YORK MELLON		11,595,214		31.99
Mei Kanayama		7,216,436		19.91
SHUR Co., Ltd.		600,054		1.66

	③	Amount to be paid in for stock warrants rights.
		US$0.01 divided by the number of warrants in the Offering.
	④	Amount of assets to be contributed upon exercise of stock warrants rights.
		US$4.80 per common share.
	⑤	Exercise period of stock warrants rights.
		From July 6, 2022, to January 7, 2027
	⑥	Increase in capital stock and capital reserve when shares are issued due to the exercise of stock warrants rights.
		a. Amount of capital to be increased by the exercise of stock warrants rights.
		The amount shall be half of the maximum amount of increase in capital, etc., as calculated in accordance with Article 17, Paragraph 1 of the Corporate Calculation Regulations, with any fraction of less than one yen resulting from the calculation being rounded up to the nearest one yen.
		b. Amount of additional paid-in capital to be increased by the exercise of stock warrants rights.
		The amount of capital to be increased shall be the maximum amount of increase in capital, etc. as calculated in accordance with the provisions of Article 17, Paragraph 1 of the Corporate Calculation Regulations, less the amount of capital to be increased.
	⑦	Allottee of warrants rights: Univest Securities, LLC.

Position	Name	Responsibilities and Important Concurrent Positions
President and Representative Director	Mei Kanayama	President and Chief Executive Officer
Director	Sen Uehara	Executive Officer, Sales Department, Store Development Department, Product Management Department, Sales Department, Logistics Department
Director and Corporate Officer (Principal Accounting and Financial Officer)	Yoichiro Haga	Executive Officer, Accounting Department.
Director	Tetsuya Sato	CFO, RSK Co., Ltd President, WDM Co., Ltd
Director	Yoji Takenaka	Lawyer
Director	Yukihisa Kitamura	Board of Trustees of Josai University
Auditor	Tadao Iwamatsu	None
Auditor	Keiichi Kimura	Certified Administrative Procedures Legal Specialist Auditor, Palpitoh Co., Ltd
Auditor	Junji Sato	Director, Seihinkokusai Co., Ltd.

*	2.	Auditor Keiichi Kimura and Junji Sato are independent corporate auditors as stipulated in Article 2, Item 16 of the Companies Act.
*	3.	Mr. Xu Wang resigned from the position of Corporate Auditor at the conclusion of the Annual General Meeting of Shareholders presented on June 27, 2022, and Mr. Tadao Iwamatsu was newly elected and assumed office as a corporate auditor at the same shareholders’ meeting.

						Total amount of remuneration, etc. by type
Position	Number of members		Total amount of compensation, etc.			Monetary reward			Performance-Linked Compensation, etc.			Non-monetary Compensation, etc.
Directors (Independent directors)	6 (3	)		76,800 (9,600	)		76,800 (9,600	)		- (-	)		- (-	)
Auditors (Independent auditors)	4 (2	)		9,750 (3,600	)		9,750 (3,600	)		- (-	)		- (-	)
Total	10 (5	)		86,550 (13,200	)		86,550 (13,200	)		- (-	)		- (-	)

Assets		Liabilities
Subjects	Amounts	Subjects	Amounts
[Current assets]	16,065,799	[Current liabilities]	15,571,530
Cash and deposits	126,016	Accounts payable	2,118,989
Accounts receivable trade	12,576,884	Short-term borrowings	8,150,000
Merchandise inventories	719,794	Long-term borrowing Scheduled to be repaid within 1 year	292,580
Advances paid	6,425	Other payables	920,469
Prepaid expenses	330,281	Accrued expenses	19,418
Employee advances	4,302	Deposit	4,971
Accounts receivable	53,930	Accrued income taxes	90,076
Income taxes receivable	651,121	Unpaid consumption tax, etc.	3,873,668
Consumption taxes receivable	1,712,463	Provision for bonuses	20,225
Allowance for doubtful accounts	∆115,420	Provision for allowance for point card certificates	2,659
[Fixed assets]	6,513,456	Contract liability	14,288
Tangible fixed assets	1,552,785	Short-term lease debt accounting	53,554
Buildings	584,633	Asset retirement obligations	10,629
Building and accessories	480,073	[Fixed liabilities]	1,493,023
Structures	34,984	Long-term borrowings	1,063,955
Vehicles & delivery	48,278	Deposit received for guarantee	1,050
Equipment, tools, equipment, and fixtures	121,275	Long-term other payables	205,703
Tangible leased assets	180,829	Long-term lease obligations	73,522
Land	464,107	Allowance for retirement benefits	25,782
Accumulated depreciation	∆341,476	Asset retirement obligations	123,009
Accumulated impairment loss	∆19,920	Total liabilities	17,064,554
[Intangible assets]	35,907	Net assets
Intangible lease assets	35,907	Subjects	Amount
[Investments and other assets]	4,924,763	[Shareholders’ equity]	5,514,691
capital	2,010	Capital stock	1,659,974
Security deposit	127,787	Capital surplus	1,408,991
Guarantee deposits	165,783	Capital reserve	1,408,991
Insurance reserve fund	21,233	Retained earnings	2,445,725
Recycling deposit	79	Other retained earnings	2,445,725
Long-term prepaid expenses	8,131	Retained earnings brought-forward	2,445,725
Long-term accounts receivable	4,133,801	[Equity warrant]	11
bankruptcy reorganization claim	107,400
Allowance for doubtful accounts	∆148,720
Deferred tax asset	74,582
Shares of subsidiaries and affiliates	432,673	Total net assets	5,514,702
Total assets	22,579,256	Total liabilities and net assets	22,527,256

Subject	Amount
Sales				21,667,575
Cost of sales				18,312,570
Gross profit				3,355,004
Selling, general and administrative expenses				2,870,852
Operating income				484,152
Non-operating income
Interest and dividends income		19
Interest on refund			8,640
Miscellaneous income		63,272		71,933
Non-operating expenses
Interest expense		137,596
Foreign exchange loss		38,610
Loan commission		186,589
Other expenses		317		363,113
Ordinary income				192,972
Extraordinary income
Gain on sales of fixed assets		253
Compensation for damages received			3,802,931	3,803,185
Extraordinary loss
Impairment loss		19,920
Past annual consumption tax amount, etc.			4,581,839	4,601,759
Income before income taxes				∆605,602
Corporate, inhabitant and enterprise taxes		106,253
Income taxes refundable			∆651,121
Income taxes-deferred		10,692		∆534,174
Net income				∆71,427

	Shareholders’ equity
		Capital surplus		Retained earnings
				Other retained earnings
	Capital	Capital reserve	Total capital surplus	Retained earnings brought forward	Total retained earnings	Total shareholders’ equity	Subscription warrant	Total net assets
Balance on April 1, 2021	1,659,974	1,408,991	1,408,991	2,559,070	2,559,070	5,628,036	11	5,628,047
Cumulative effect of a change in accounting policy				△41,917	△41,917	△41,917		△41,917
Balance at the beginning of the period after retroactive processing	1,659,974	1,408,991	1,408,991	2,517,152	2,517,152	5,586,118	11	5,586,130
Fluctuations during the fiscal year
Net income				△71,427	△71,427	△71,427		△71,427
Changes in items other than shareholders’ equity during the fiscal year (net amount)
Total fluctuations during the fiscal year				△71,427	△71,427	△71,427		△71,427
Balance at the end of March 31, 2022	1,659,974	1,408,991	1,408,991	2,445,725	2,445,725	5,514,691	11	5,514,702

		(Unit: thousand yen)
Sales of each business		Domestic wholesale 7,454,347
		Domestic EC 1,098,013
		Domestic retail 1,161,648
		Overseas wholesale 7,358,085
		Overseas EC 4,595,480

		(Unit: thousand yen)
(1) Assets provided as collateral and debt related to collateral
Assets pledged as collateral		Land 464,107
		Building 552,875
		Total 1,016,982
Debt related to collateral		Long-term borrowing 956,535
		Total 956,535
(2) Receivables from and payables to subsidiaries and affiliates		Accounts receivable trade 849,831
		Advance money 58
		Accounts receivable 2,749
		Long-term accounts receivable 116,296
		Account payable 744
(3) Monetary debt to directors		Other payables 8,388
(4) Guaranteed liabilities
The Company guarantees the borrowing obligations of other companies from financial institutions.		(Unit: thousand yen)
Tokyo Lifestyle Limited		Balance of debt guarantees received 250,000
Shintai Co., Ltd.		Balance of debt guarantees received 25,640

	(Unit: thousand yen)
Sales		1,488,202
Purchase		46,072
Non-operating transaction amount		127,514

(Deferred tax assets)	(Unit: thousand yen)
Accrued business tax		6,838
Accrued business office taxes		588
Allowance for doubtful accounts		80,892
Allowance for bonuses		6,193
Allowance for points		814
Product deterioration write-down		5,998
Net operating loss carried forward		404,319
Asset retirement obligations		40,926
Accumulated impairment loss		5,515
Loss on valuation of stocks of subsidiaries and affiliates		1,531
Allowance for retirement benefits		7,895
Subtotal of deferred tax assets		549,871
Valuation allowance for net operating loss carryforwards for tax purposes		△335,044
Valuation allowance for total deductible temporary differences		△127,990
Subtotal of valuation allowance		△463,035
Total deferred tax assets		98,479
(Deferred tax liabilities)
Retirement costs corresponding to asset retirement obligations		△23,897
Total deferred tax liabilities		△23,897
Net deferred tax assets		74,582

	(Unit thousand yen)
	Balance sheet amount*1		Market price*1		Difference
Long-term borrowing*2	(1,356,535	)	(1,337,643	)	18,892

			Balance sheet amount
Shares of subsidiaries and affiliates				432,673

(1) Transactions with subsidiaries and related parties
	(Unit: thousand yen)

	(Unit: yen)
(1) Net assets per share		152.13

(2) Net income per share		△1.97

	Asset types	Book value at the beginning of the fiscal year		Increase of the fiscal year		Decreased Amount of the fiscal year		Current reimbursement (Current impairment amount)		Book value at the end of the fiscal year		Accumulated impairment loss		Accumulated depreciation		End of period Acquisition Price
Property, plant and equipment	Building		567,434		-		-		14,559		552,875		-		31,758		584,633
	Equipment attached to buildings		306,396		90,218		3,080		56,105 (19,920)		337,428		19,920		122,724		480,073
	structure		33,113		359		-		2,122		31,351		-		3,632		34,984
	Vehicles and transportation equipment		14,287		16,028		-		9,342		20,974		-		27,303		48,278
	Tools and equipment spare parts		45,822		40,443		146		20,668		65,451		-		55,823		121,275
	Land		464,107		-		-		-		464,107		-		-		464,107
	Tangible leased assets		92,433		22,881		-		34,718		80,596		-		100,232		180,829
	Total amount		1,523,595		169,932		3,227		137,515 (19,920)		1,552,785		19,920		341,476		1,914,181
Intangible fixed assets	Intangible lease assets		46,825		6,408		-		17,326		35,907
	Total amount		46,825		6,408		-		17,326		35,907
Investments and other assets	Long-term prepaid expenses		511,800		3,587		334,073		173,184		8,131
	Total amount		511,800		3,587		334,073		173,184		8,131

Subject	Balance at beginning of the fiscal year		Increase during the fiscal year		Decrease during the fiscal year		Balance at end of the fiscal year
Allowance for doubtful accounts		129,601		134,539		-		264,140
Allowance for bonuses		26,595		20,225		26,595		20,225
Allowance for point card certificates		640		2,659		640		2,659
Retirement benefit reserve		21,187		22,941		18,346		25,782

Subject	Balance at the end of current period		Summary
Advertising expenses		101,083
Sales promotion expenses		25,836
Packing and freight charges		642,861
Provision for allowance for point card certificates		2,019
Recruitment and training expenses		1,636
Loss on disposal of inventory		14,992
Officer’s compensation or remuneration		86,550
Salary supplement		364,858
Bonus		2,024
Provision for bonuses		45,825
Legal welfare expenses		62,429
Welfare expense		3,982
Depreciation and amortization		134,921
Repair expense		352
Health expenses		5,429
Office supplies		21,103
Utilities charge		28,153
Travel expenses		40,799
Commission		644,903
Taxes and public dues		29,472
Entertainment expenses		48,950
Insurance premium		29,364
Postage		6,658
Sundry expenses		344
Vehicle expenses		4,405
Allowance for doubtful accounts		134,539
Lease payment		8,000
Expenses for rent of space, land, etc.		166,789
Advisory fee		16,323
Conference expenses		73
Miscellaneous expenses		42
Retirement benefit expenses		22,941
Amortization of long-term prepaid expenses		173,184
Selling, general and administrative expenses		2,870,852