Nihon M&A Center Holdings Inc. (TYO:2127)
Japan flag Japan · Delayed Price · Currency is JPY
656.10
+3.80 (0.58%)
May 8, 2026, 3:30 PM JST
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Earnings Call: Q4 2023

Apr 28, 2023

Masahiko Otsuki
Managing Director, Nihon M&A Center

Hello, everyone. I am Otsuki, Managing Director of Nihon M&A Center. Thank you very much for taking your time out of your busy schedule to join our financial results briefing session. According to our original plan, Miyake-san, our President, was going to deliver presentation today. However, due to his physical condition, or more specifically, his voice is not really working today. Therefore, I would like to take his place to present together with Naraki-san, our Senior Managing Director. To start with, a few words from Miyake-san.

Suguru Miyake
President, Nihon M&A Center

Hello, everyone. Thank you very much for joining our financial results briefing session today. Due to fever and my throat is not in good condition. I have sore throat. I was planning to deliver presentation myself, but today, Naraki-san and Otsuki-san are going to present to you on my behalf, but I will be with you till the end of today's session. Thank you.

Masahiko Otsuki
Managing Director, Nihon M&A Center

A few words from Naraki-san.

Takamaro Naraki
Senior Managing Director, Nihon M&A Center

Hello, I am Naraki. I am the Senior Managing Director of the company. Thank you for joining.

Masahiko Otsuki
Managing Director, Nihon M&A Center

I would like to start explanation on the financial results briefing for the year that just ended. Starting with the purpose of Nihon M&A Center Holdings that we created last year. The purpose is to connect hopes and dreams for the best M&A experience in Japan and then the world. We got opinions from all employees, and we defined those opinions as senior management, and we came up with this purpose of bringing the best M&A experience ever closer.

We established this from July. Since then, we have been making new progress based on this purpose. Now, I would like to talk about the actions taken in FY 2022. Last year in FY 2022, we implemented recurrence prevention measure of incidents. For example, we established compliance division in April last year. Also, we hired CCO and head of internal audit office in July from outside the company. Also, we implemented effective compliance training and education. Also, we introduced our new HR system, including ethical considerations. Also, to enhance compliance, we have been making a lot of efforts, including at the efforts at the sales department. Also for incentives, the previous criteria was based on achieving 100% of the target, but this target was lowered, so employees can receive incentives even at a lower level.

The achievement is measured every quarter. The incentive gap or the incentive level across the quarter was updated to become a better system. We strengthened communication about the newly established whistleblowing system. We said that any content of report is welcomed, that any consultation is welcomed, and we sent this message to all the employees. As a result, two years ago, we already had a whistleblowing hotline, but we did not receive any reports. However, we received 62 reports in the single year of the last year, FY 2022. We were able to capture more voices from throughout the company. We have been ready to receive any opinions. That way, the number of reports started to come down in the fourth quarter, as you can see in the chart.

My second point on the major actions taken last year, it was the measure to recreate the sense of unity among the employees. Our company was torn apart with the incident. Our president decided to have dialogues with all the employees. The dialogue activity is called Kijin activity. He held 50 of such activity. Every time he discussed with 20 employees, he held the session for 50 times. 20 times 50 equals 1,000. He talked with 1,000 people. Also the company created purpose and philosophy statements. When there are more than 1,000 employees, what happens is that we realize that each employee has different hobbies, different strengths, and also different areas of strength that comes from their previous experience at a different company. These are the characteristics that we would not know otherwise without such special dialogues.

We decided to introduce Talent Palette, which is our talent management system, to connect employees based on their strengths and other characteristics, and this has been effective so far. The third action taken is the action towards shareholders. More specifically, we raised our payout ratio to 60% last year. For the action, we have been having compliance-centric management. The last year was the year for the prevention of recurrence. We had the incident, and we determined to never have that incident again. We solidified our foundation for that. For the new year, we are targeting to be a trusted company, a step up from recurrence prevention to becoming a trusted company.

I earlier talked about enhanced communication about the whistleblower hotline. With this new foundation and the new system, we are going to identify and resolve potential nonconformity at the earliest stage possible. I would like to explain on how we did in the previous year. In the year that just ended in March, year-over-year, we increased in revenue but declined in profit, and we were not able to reach our initial forecast. Achievement rate in sales was 98.4% of the forecast, and ordinary profit, 86% of the initial forecast. We apologize profoundly to investors that we were not able to meet expectations. As to the details of how we did. Sales. You can see the sales, JPY 41.3 billion, which is the record high sales, and this was 2.3% higher year-over-year.

However, this was 1.6% short of our initial forecast. For ordinary profit, JPY 15.4 billion or 91.8% versus the year before. This was 86% of our initial forecast. As to transactions closed, 1,050 transactions were closed. This is a record high number. The number of transactions closed is something that we cannot deliver without the strong unity of our employees. We did extremely well. We did record high on this number. This number was 105.4% of the year before. Now on to how we did in the fourth quarter. For the fourth quarter, we implemented many measures. They became successful. Therefore, unlike our usual fourth quarter, we were able to deliver very high growth in profits.

For example, sales wise, we had JPY 11.4 billion, which is 186.7% year-over-year. Ordinary profit was JPY 4.4 billion or 362.7% year-over-year. Transaction closed was also record high in the fourth quarter at 296 transactions closed. This was 168.2% of the year before. On the right-hand side, you can see the charts. As our group, fourth quarter traditionally has been a quarter to prepare yourself for the start of the year after. In a normal year, fourth quarter tends to be a not so good quarter according to our track record.

This year, compared to the past three years, we were able to deliver a very high growth in profit unlike normal fourth quarter. JPY 11.4 billion sales, JPY 4.4 billion ordinary profit, and 296 transactions closed. Based on this number, you may have, you may think that we actually took the most advantage of the pipeline, that we don't have any pipelines anymore. However, we have sell-side mandates, and the number is very high, and we are going to come back to that number later. Together with that, we still have great number of mandates in the plans ahead. For example, we closed many buy-side advisory agreements, meaning that many negotiations are coming in toward the first quarter this new year. What I have just explained is explained on this page.

The number of transactions closed in the second half was about 32.2% from the same time a year before. We recovered from the incident. We now have a unity among employees back.

Takamaro Naraki
Senior Managing Director, Nihon M&A Center

For this year ending March 2023, I'd like to talk about the review and the measures. In terms of the number of transactions, as I said earlier, we recorded highest number. However, the M&A sales per transaction was lower, and therefore the sales increased just slightly increased. The transaction closed, it's 1,050, and it was 105% of the previous year, but the sales was 102% and JPY 41 billion 315,000. As for the reason, because of the increase of the new employees, the value per head went down. Also, the transaction value went down as well. Measures included the training and development of the mid class leaders, and a lot of people, a lot of group leaders were promoted to general managers.

Also we created a lot of group leaders. In order to increase the transaction value, we started the mid-cap programs as well. As for the cost of sales, because of the completion of COVID-19 situation, as a result, the consultants started to move around the whole nation. As a result, the expenses and the travel expenses increased. Also we have less direct mandates, as a result, the sales through network mandates increased relative manner. Because of this increase, the cost of networking or referral increased compared to the normal years. As for the measures for that, well, in the past, the consultants, for example, in Tokyo, visited Hokkaido or Kyushu Island, but we decided to strengthen regional offices.

By that, we can actually cover items in Kyushu by people in Kyushu and cases in Hokkaido by Hokkaido people. That is the whole purpose, to strengthen regional offices. I'm going to explain this more, in more detail later, but we are going to strengthen direct strategy. In terms of SG&A costs, it was 106.5% over the previous year, JPY 8.2 billion. This was due to the IT expenses increase for operational efficiency. This is IT investment, so of course, we incurred expenses, but for the future outlook, we would have a better productivity. Now we'd like to look at the M&A sales per employee, as well as lower average transaction value. These are the issues.

These were the issues, we believe there were four major causes for that: people, productivity, transaction value, and mandates. These were the four factors. I'm going to give you the detailed explanation on each factor. First, people. We had a decreased number of middle-class employees, and we had some negative impact on management. M&A Center in the past, from experience, we always set 15 members per department, and that was due to our past experiences. We always operate in that level, like 14.7% or 13 people or 14.7 people. However, in fiscal year 2022, because of the misconduct and incident, we lost middle management staff and the per general managers numbers increased to 22.5 people. For control purpose and management purpose, it had a negative effect. We couldn't create optimal structure.

However, over the past 12 months, we could train the middle management and many group leaders were promoted to general managers. We also have new group leaders. Over the past 12 months and ending March 2024, we are going to, we have already completed the correction of the course or the structure. At the beginning of this fiscal year, 2023, we started at the number of 16 members per department, so we are more getting close to the normal level. In terms of the productivity, we are going to strengthen and build HR development system to improve productivity. In the first half, because some middle management left the company, that definitely happened. However, in the second half, the ratio of turnover showed improvement trend already.

In the first half, the turnover rate was 9.7%, but it went down to 6.7% in the second half. That was 3 percentage points improvement, and it was 16.3% for the full year basis. For us, we would like to lower this turnover rate to 10-12%. The training, I'm going to explain about this later, but the new members. The group leaders and below, we have 4 different layers for training, proper training. In this fiscal year, we introduced a system, two-in-one, Nikoichi System. Those who are less than 3 years of experience will be trained and will be given very efficient development program through this two-in-one system. It's more like a mentor system, and a mentor gives guidance and instructions.

New graduates should not be concerned and nervous. However, it usually takes a long time until they actually get the first M&A deal, and some of the new graduate could be concerned and anxious. We cover these young employees with less than 3 years of experience. Next point, the transaction value. Because of the drop in number of large transactions, we had a lower average transaction value. We are going to focus on mid-cap mandates to solve this problem. Last year, because of the misconduct, we couldn't really approach actively to mid-cap companies. With the more than JPY 1 billion sales or the profit JPY 50 million companies, which are mid-cap mandates, we couldn't really approach to them.

Also we had, up until the second quarter, we had a lot of departures of employees who were working in the mid-cap strategic department. We only had 20 departments, so about 5% per each department. This specialized mid-cap departments and mid-cap is about 20-30% of the entire sales, and it had a very big portion of our sales. In those departments, we had a lot of people who left the company, and that was, that resulted in the drop in the number of mid-cap mandates. In fiscal year 2022, we had 67 large scaled mandates. Although we had an increased number of transaction closed, the number of large mandates went down, and that resulted in the lower transaction value. On the right-hand side is the planned solution.

We are going to resume, we have resumed the activity for mid-caps. Also the content has been upgraded. For example, the president, Mr. Miyake, and those who are specialized in mid-cap deals directly get engaged in these activities, and we've already seen bright signs of the outcome. Also the regular mid-cap mandate matching meetings are being conducted. The theme of this upgraded plan is the selection of president. The fourth factor, that is the reduction of new mandates because we couldn't hold large-scale seminars as well as the DM, direct mails. We reduced the number of direct mails slightly in 2021. We held a huge conference for 30-year anniversary, but since then we had to suspend the huge conferences.

We used to send a lot of direct mails, but we decided to review this approach. From the perspective of cost reduction, we controlled the number of direct mails in a constructive manner. As a result, we had the number of sell-side mandates declined by 3% over the previous year. In terms of absolute value, it went down by 3%. We increased the number through network. The selling sell-side mandates increased through network. It went down by 15% through direct. As a result, we had a declining trend. As a solution, we have finally signed the basic contract for formulation of joint venture with The Juroku Financial Group. We also accelerated the introduction of valuation system, B-Compass, into financial institutions.

These are the solutions for network, but the, for direct side, we resumed the large scale seminars and target is 10,000 participants.

We also introduced regional bespoke strategy. The first one was held in Niigata Prefecture. We established the local representative office with consultation desk. This was the first trial to have this kind of consultation desk. Again, we also have a matrix strategy between region and sector. The review of fiscal year 2022 as a summary, we had to come back from the mid-cap situation. That was the extraordinary circumstances in fiscal year 2022. Because of that, we couldn't really have the long enough period to have sales activity with a sense of unity, which usually should start from April. The first quarter was spent to create, recreate a sense of teamwork. The real sales activity started in the second quarter. Also seminars were resumed in November.

As a result, the mid-cap programs were delayed or suspended. As the third point, we had departures of middle management, we had a disadvantageous mix of HR levels. These are all extraordinary events or the situations for fiscal year 2022. With a new structure, we are going to move forward towards next fiscal year as well as the next year.

Masahiko Otsuki
Managing Director, Nihon M&A Center

On to the summary of how we did, this is exactly as I stated earlier, we increased in revenue but declined in profit, and we fell short of our target. Balance sheet-wise, we maintain a healthy balance sheet. Trends of the number of transactions closed at Nihon M&A Center. For the first time, we reached and exceeded 1,000 mark in the number of transactions closed per year, the same number for the fourth quarter increased by

68.2% year-over-year. Sell-side mandate, right, for the fourth quarter was up by 10.3% year-over-year. You can see the number 301 at the bottom on the right corner. This sell-side mandate is our leading index. This leading indicator was very performed very well, and it's picking up, which indicates our good future. Now to the trends of the number of employees. We resumed active recruiting activities since summer last year, and as a result, our headcount increased by 111 people from the end of the previous year. Now on dividend policy and shareholder breakdown.

As to the trends of the dividends per share, the annual dividend of FY 2022 will be 23 JPY as expected or in line with our initial plan. This would indicate dividend payout ratio of 77.3%. We expect to continue or keep this 23 JPY level in FY 2023. The dividend payment amount and market cap. You can see the trend of the two numbers. The 60% dividend payout ratio will remain during the period of the new midterm plan. Dividend amount has been trending quite favorably. As to our market cap, we need to apologize that we have caused inconvenience. It has been down. However, we have new measures planned. In this end, we are going to have recovery. We are definitely going to have a recovery in the future.

We have just released a plan on our share repurchase plan. Its upper limit is JPY 7 billion. It's a share buyback program. Total payout ratio will be about 132%. This is based on plan or forecast, 132% in total payout ratio. About the buyback plan, the total number of shares that may be purchased will be a maximum 10 million shares, and the total purchase amount will be JPY 7 billion at maximum. Purchase period will be from May 1st to June 30th of 2023. By implementing this program, the total dividend payment amount will be about JPY 7.6 billion in forecast, indicating payout ratio of 69.2%.

Total amount of share repurchase is capped at JPY 7 billion. According to that, payout ratio will be 63.6%. The total payout ratio will be about 132% based on these bases. As to the shareholder mix, foreign shareholders ownership ratio is 42.7% of our total shareholders. This ratio remains very high. The number of shareholders on September 30 last year was 41,339. As of March 31, 2023, the number of shareholders increased to 62,367, up by about 21,000 new shareholders. We appreciate this fact very much. Now our IR activities. We have a focus on having dialogues with shareholders, and we will continue to do IR activities more actively.

The first thing we do is the further completion or enrichment of integrated reports. We started issuing this integrated report in the FY 2022. In the new year we plan to publish the Japanese version and the English version at the same time in our plan. The second thing to do as part of our IR activity would be related to the extension of our overseas IR roadshows. Our president will implement his first overseas IR roadshow. He will visit the U.S. in June, New York and San Francisco. In November, he will visit Europe. The third thing to do in IR activity is to have more comprehensive IR communication through proactive activities. For example, the top management will directly have dialogue with institutional investors. Last year, in FY 2022, we conducted about 400 IR interviews, IR meetings.

We had dialogues with many institutional investors. Utilizing our website, we are going to release more disclosure information. The fourth activity plan is to enhance the IR department itself. Up until last year, we used to have IR office, but starting from this April, we now have IR department. To have better communication with foreign investors, we have been adding personnel with good English capabilities.

Takamaro Naraki
Senior Managing Director, Nihon M&A Center

Fiscal year 2023 forecast and revised midterm management goals. Fiscal year 2023 forecast on a consolidated basis. For full year basis, we estimate growth in sales and profit in the full year, 40% in the first half and 60% in the second half. This is the same as fiscal year 2022. Sales is JPY 44 billion. Operating profit and ordinary profit, JPY 17 billion for both. Profit attributable to parent company, JPY 11 billion. Earnings per share, JPY 33.24. These are the goals forecast for consolidated basis. Now I'd like to talk about the revised midterm management goals. The midterm management goals have been revised. This JPY 30.5 billion had to be achieved in 2026. However, considering the current business situation, we decided to move down the timetable by 2 years.

At the beginning, we were to achieve this amount in March 2026. However, we are going to achieve this JPY 30.5 billion in fiscal year 2027. Nihon M&A Center made a clear recovery from misconduct last year. However, still we would like to establish a good foundation to make stable growth. First, we would like to aim for 10% for 2 years consecutively, and then we would like to go back to the 15% growth trend. This time 16.6% and then 16.5% and 20.1%. We would like to bring back the growth trend. This is the revised plan. In order to achieve our targets, higher productivity is indispensable. Recruitment of excellent people.

Excellent people is our asset, so we have to recruit excellent talents, and then we train them, and using digitalization, we are going to improve the productivity. Using DX, we will increase productivity and also reduce lead time. As I said earlier, Nihon M&A Center has a particular training system. It starts from senior executives to graduates as well as all new recruits. We conduct training session at each layer. I also receive training, although I am a senior executive. The different trainings will be given to different layer, and we have prepared different content of trainings for each layer. There is no one in our company who hasn't received any type of training, and especially this selected new recruits or new recruits and graduates receive the efficient development.

On the right-hand side, these pillars of training plan, and they receive this training according to our systematic plan to develop these new recruits and new graduates as soon as possible. This is DX strategy. First, we would put focus to raise awareness so that people would know about us. We use newspapers, magazines, radio, TV commercial, YouTube, web and social media. We would raise our awareness. Once we are recognized, we create lead, the potential customers. We use introductions, collaborations, seminars, direct mails, website and email circulars, and that's how we capture leads. Once we receive leads, then we would start actual M&A procedures. In each process, we use digitalization to increase productivity and reduce lead time and to result in better yield.

Masahiko Otsuki
Managing Director, Nihon M&A Center

On related businesses or related activities, BATONZ and TPM IPO support.

We continue to have very good results from these two businesses. For BATONZ, the number of transactions closed reached 3,739. Compared to the year before, the number increased by almost 2,000. This is supported by user registration number, which has been trending favorably. 85% of all companies around are small companies with under JPY 100 million in turnover, and we are targeting the M&A demands of such small companies. Now, our initiatives around Tokyo Pro Market IPO support activities. Last year, we have the record high number in IPO support assignments. Last year, 22 companies had IPO at TPM, this was the record high number. Of 22, we served and assisted 9 companies' IPO. The IPO on TPM, it has becoming more and more active each year.

In the month of April, this year alone, there were four IPOs at TPM, and of that, we assisted three companies. Our aim is to contribute to regional and national rejuvenation with the birth of great companies. Now, our overseas activities. I have been supervising these overseas activities, and there is a very solid trend recently abroad. For example, the number of transactions closed by, we doubled compared to the year before. Out to out transaction or the transactions between foreign companies have been closed, for example, between Singapore and the U.K. We can close such cross-border transactions now. Topics.

Takamaro Naraki
Senior Managing Director, Nihon M&A Center

As I said earlier, we have signed the basic contract to establish a joint venture with The Juroku Financial Group.

On April 6th, we had a signing ceremony for basic agreement. Monday, an intermediary company and regional bank created joint venture for the first time to support the M&A work, and we are going to establish the joint venture in the summer of 2023, this year. We are going to strengthen the relationship with regional financial institutions to strongly promote regional rejuvenation. Now, B-Compass, the company valuation system. We are going to accelerate the adoption of this system at financial institutions. B-Compass is the system to use comparable transaction methodology. Starting January last year, we started using, introducing of this system from a Bank of Okinawa. We now have five users. Currently, eight more banks are evaluating, assessing the adoption. We are going to expand the users. We have resumed in a full-fledged manner the program for accounting firms.

Because of COVID-19, we couldn't hold international conference, but in this year, we hosted in Sydney for the first time in three years, and the accounting firms resumed their activities fully. We are going to have a nationwide symposium for accounting firms. We are going to have more than 1,000 accounting firms on our network, and we are going to strengthen the network of this and would like to expand the network even further. With this, I would like to wrap up my presentation. Thank you very much for your attention.

Masahiko Otsuki
Managing Director, Nihon M&A Center

Now, we would like to take your questions. Thank you very much for your presentation. Now we will move on to Q&A session. We accept your questions using chat function. Due to time restrictions, we may not be able to go through all of your questions and provide answers today. Please understand. Now, please let us move on to the first question for today. Please share the details about your measures to increase new direct mandates replacing direct mail activities.

Thank you for this question. This is about the new measure to increase new direct mandates, which is not gained through DM or direct mail activities. I will take this question.

Could you present the resume? This is a page that we covered earlier. On the right-hand side, you can see the planned solution. Under the direct section, we talk about this initiative, and there are three points raised here. Of the three, we have a particular focus on seminar because our direct activities started from holding seminars. The important point was the resumption of the large seminars and with the target of getting 10,000 participants. Of course, we would like even more people to join this seminar and to know and understand the importance of M&A. This will be translated into the future increase in the new direct mandate.

Next question. With the increase of ad and promotion costs because of TV commercial, the ordinary profit will be squeezed even further? Mr. Naraki, please.

Takamaro Naraki
Senior Managing Director, Nihon M&A Center

I am Naraki. I'm going to answer to that question. Actually, TV commercials are possibly costly. However, in our case, we do not invest a great deal of investment to make a TV commercial. We usually make an experimental trial in regional cities. Looking at the result as well as the progress ourselves, we usually gradually place TV commercials. It is expensive, but it would not squeeze or pressurize our ordinary profit. We will make sure that this wouldn't happen by having TV commercials. Thank you.

Masahiko Otsuki
Managing Director, Nihon M&A Center

The next question. The next question is about the reason why the company has not been able to do buyback earlier with more than a year's time since the incident.

Let me address this question. Share buyback or share repurchase. There are three important objectives for doing a share repurchase. First one, the important point is that there's no insider information. To prevent recurrence, we identified all the issues we had, and we created and implemented recurrence prevention measures. Now there is no more insider information left. The second point, we would like to commit to our future. Now we have a better structure in place. We just need to implement based on the better structure. We are going to definitely achieve on our midterm business now. Compared to this target, we know that our current share price is low or undervalued.

One more point is the return to our shareholders. We would like to return our profit to shareholders, partially because our share price is lower now. As to why now, why not earlier? About the timing, as our company, for the share repurchase, we had considered about the share repurchase from earlier. About a year ago, we were really going to do a share buyback. We had a serious discussion on the buyback. In a strict sense, it was not an an insider information, but there was the incident, and we wanted to solidify our foothold, and we wanted to make sure that we are fully careful. The incident information was not strictly an insider information, but we decided that it would be better to refrain from making share repurchase. That was the decision made earlier.

That is the reason why we did not implement share repurchase earlier. We became insider information free in August last year. Share repurchase in August last year, for that plan, the timing was not good because other companies, including competitors, did share repurchase earlier. We thought that August was too late. Although we became free of insider information only in August, but it was a bit late. That's the reason why we decided to have and implement share repurchase this time.

Next question. What is the biggest issue for management at this time, and what is the countermeasures to that?

For this question, I would like to answer. The question said management, but I'd like to think about how we manage the company. The value per person has to be increased, and for that, we have to train the human resources to increase the productivity and the value, and we would like to continue doing that. For the expenses cost, we are going to control properly. The sense of unity among employees. In the first quarter of last year, we conducted teach-ins, and in the latter half of the year, not Mr. Miyake, but other leaderships had vision meetings with each individual employee to talk about their careers and lives.

Takamaro Naraki
Senior Managing Director, Nihon M&A Center

Furthermore, in October last year, so that was the announcement of the latter half management policy announcement, and everybody gathered. People, national staff from five countries of overseas market who couldn't really come due to COVID even participated. In January, we had the gathering for New Year meetings and with all employees participant, and we could really establish a sense of unity, and we could really set the vector among all the employees. In terms of the ratio between indirect and direct employees is another issue that we would like to work on.

Masahiko Otsuki
Managing Director, Nihon M&A Center

The next question. What was most needed for the creation of the sense of unity among employees?

I would like to answer this question. To have sense of unity among employees, it is important that we share a big picture of the future we would like to have. Based on this thought, our senior management always talks about the future, communicates this to our employees, and make sure that we can deliver on that. This has become the basis of the creation of the sense of unity. Teaching activity was conducted by our president and created opportunity for all employees to have dialogue with him. I would like to add some comments to this. To have united employees is above all, it's the most important, because without this unity, we cannot improve our business performance.

When our business performance is not good, we cannot grow. When we do not grow, our share price does not grow, and we would have this negative circle. The starting point is the united employees. Therefore, this question is something that is very important for us to consider. What was the most needed in creating the sense of unity, I would say, is to have a recovery from the sentiment of the employees that were torn apart, and the root cause is related to the incident. The content, actions, responsibilities related to the incident. There were some misunderstanding and some assumptions which were not necessarily true among employees, and there were rumors about this content. There were misunderstandings among employees. We faced our employees.

We had direct dialogues with the employees, and we made sure to communicate the what kind of company we would like to be, and that's how we solidified our basis. The second most important is to share the same value, and this is supported by the purpose and philosophy that we created last year. Purpose and philosophy was thoroughly trained internally. Through trainings and others, we started to generate the sense of unity. For example, for purpose, this water bottle is something that we give to our clients, but this pet bottle also has this message of bringing the best M&A experience ever closer. In this way, we make sure to communicate our values.

The next thing we need to do is to make sure we have the same vectors, so we can reach where we would like to be in 3-5 years' time. For that, we had the vision meetings involving all employees last year. Through this vision meeting, we now share the same vector towards the future of 3-5 years away from now. That has led to a large increase in the number of transactions closed in the fourth quarter. This is thanks to the generated sense of unity.

Takamaro Naraki
Senior Managing Director, Nihon M&A Center

Next question. Please share with us the value amount of outstanding mandates at the end of third quarter and fourth quarter.

I'm going to answer that question. At the end of March, the outstanding, it was about 1,820, and at the end of fourth quarter, the mandates was about 1,850 mandates.

Masahiko Otsuki
Managing Director, Nihon M&A Center

The next question. Will the change of incentive scheme lead to increase in cost from the new year onward? Senior Managing Director Naraki-san will address this question.

Takamaro Naraki
Senior Managing Director, Nihon M&A Center

This is a good point. From 100 to 0 ratio, 80 to 20% ratio, the incentive scheme has changed so that the employees can receive incentive even when they achieve, let's say, 80% of the target instead of 100, which was the previous threshold. It may be true that we would have some increase in cost. However, compared to the actual results, or rather the incentive will be paid out based on the gap versus some threshold. The incentive will be paid out only for the excess portion.

For this reason, we do not believe that this change in incentive scheme will not immediately lead to the significant increase in cost. When incentive increases, incentive paid increases, our performance would have increased accordingly.

The next question. Your competitors seem to strengthen their recruitment, it seems your recruitment is smoothly done. Is there any changes in terms of recruitment environment, such as background of your recruits?

In terms of the background of recruits, I don't see any significant change. From different industries, we are able to hire people on a balanced basis. Joining M&A Center seem to from different industries seem to create value inside of the company, and we believe that would-

Serve as our strength.

Masahiko Otsuki
Managing Director, Nihon M&A Center

The next question, could you tell us the reason why the new year's plan is backloaded and is there a reason why the first half we expected to experience a decline in revenue and profits?

For the new year, we have the group's momentum in the fourth quarter last year, and we have confidence that we can keep this momentum for the new year. Earlier, we showed you our new organizational structure, and we now have many new general managers as well as many new group leaders. In the first half, there will be some adjustments needed for the new general managers and new group leaders. They need some time until they get accustomed to their new position. We are confident that we can achieve our annual plans. We decided to be conservative to present 40%, 60% ratio between first and the second half.

Last year and the year before, we made a promise and we failed to deliver on the promise, and this is something that we should take seriously, and there is no third failure to deliver on the promise. This new year, we are definitely going to achieve our annual target.

Takamaro Naraki
Senior Managing Director, Nihon M&A Center

The next question. What are the prerequisites or assumption for the increased number of transactions and average transaction value for this year?

I'm going to answer to this question. The number of transactions last year, it exceeded 1,000 and recorded record high. Continuously, we would like to keep this trend. For this fiscal year, 1,200 transactions is estimated. For average transaction value should be increased accordingly. We are going to focus on the number of transactions so that we can make a record high number again.

Masahiko Otsuki
Managing Director, Nihon M&A Center

The next question. How much room for cost reduction do you have if you fail to meet sales targets?

Mr. Naraki will answer this question.

Takamaro Naraki
Senior Managing Director, Nihon M&A Center

Sure, I will answer this question. For last year, we made a mistake and we did fundamental analysis on the root cause, et cetera, and we have been taking action. As to cost sales, et cetera, labor costs and travel expenses are the focal point, and we have been doing recruiting activities in plan or as planned, but it's important to improve productivity based on per head level. Therefore, after recruiting new people, it's important that we implement thorough training, so they can lead good results after joining us. Also appropriate assignment of personnel would be important in improving per head productivity and as to travel expenses compared to or rather from the start of this fiscal year.

For each area, for each side of sell side and buy side, plans were decided so that unnecessary business travel will not be made this year. As to SG&A, which includes labor cost. SG&A basically includes the people who are at the who do administrative work, front office, middle office, back office. We will make sure to have the appropriate balance among the three. We will cut costs where we can this year to reach optimum balance. That's our strategy for the year. As to TVCM IT cost, throughout the year, we will continue to review our progress throughout the year, so we will manage our progress versus plans. We will be able to reduce costs in line with our sales progress.

The next question. Who are the members to formulate the midterm business plan? Who is held accountable for the achievement?

The current midterm business plan was created by the members of management committee. M&A Center's management committee has board members, president, directors, and this fiscal year's candidates for directors.

Auditors as well as independent council lawyer. These members of management committee formulated the midterm business plan. The next question, who is responsible for the achievement? The members of the management committee created this as a group, so everybody is responsible, but if we dare to select one person, it will be Mr. Miyake, the president. Let me add a few words to that. At this time, the management committee is conducted very smoothly. Unlike the past meetings, we are having very fruitful, substantial discussion at the meetings. Of course, the current midterm plan's structure itself was considered by Takeuchi and will be responsible by Takeuchi who is in charge of strategy, corporate strategy. Sales growth. For the sales growth, Mr. Suzuki, the head of sales headquarters, is responsible.

Even if we have better sales, if we have extraordinary increase in cost, we can't increase ordinary profit. PL and cost will be taken care of by Mr. Naraki. These three people would control these factors. Of course, I would be the person to be responsible to achieve the midterm business plan. The next question, when will you hit the bottom and recover in per head sales, which have been declining with stronger hiring activities both for new graduates and mid-career people? We said earlier, per head sales or productivity should increase, and we have been doing many action, taking many actions. At the earliest, we would like to recover by the end of this year, or we must recover by the end of this year.

The next question, please give us updates on your overseas business.

I would like to answer to that question. Our overseas business is In-O ut, in ASEAN countries. In-O ut is a Japanese company's purchase and overseas company's sale. In fiscal year 2022 last year, since last year, we created 5-year midterm business plan. In the first year, JPY 1 billion was set, and in the last year, in the fiscal year 2026, we are going to achieve JPY 5.6 billion. Last year, for 12 months, we worked for the first year, and we achieved JPY 1 billion target. We have 5 offices in Singapore, Malaysia, Vietnam. These are local entity. In Thailand and Indonesia we have express offices. For overseas business, we see a very smooth and steady growth.

The next question, what's the plan or estimate of large mandate or large transactions this year compared to 67 the previous year? Is it going to increase from 67? Compared to 67 large transactions closed in FY 2022, we are going to increase our transaction value, and we have been taking actions for that. Conclusion, we plan to increase in the number of large transactions closed from 67 in FY 2022. 80% is our plan for the new year. I would like to add some comments. Where 80 is our target for the new year. We resumed mid-cap targeting activities from November. From May onward, we are going to enhance such activities further. I will take initiatives, and I have been preparing for the enhanced version. Very outstanding mid-cap transactions have been acquired already. A few of them, not just one.

We need to wait until the start of the second half of the year to see more tangible results because mid-cap transactions tend to take time until we receive mandates. So far our progress has been quite steady. In this fiscal year, transaction closure or sales, we think, I think that there is going to be a concrete contribution to these two numbers this year. As regional banks and partners try to diversify their earning sources, do you see changes in the number of introduced mandates and size of transaction? Any change or move to internal M&A procedures at regional banks and partners? What do you think is happening in the industry in five years' time? I'm going to answer that question.

The regional banks and the partners, yes, the question was that there is any change in the size and the number of introduced cases. Compared to the past, regional banks has become very active in M&A transactions. In regional cities, they are selling companies or selling companies' owners. Of course, there was a need originally, however, it became more obvious. When the number of transactions increase, of course, their size per transaction is smaller, becomes smaller. That's what people say, generally speaking. Any internal M&A move at regional banks and partners, and of course, the internalized M&A is happening.

The only thing I can say is that, as I mentioned earlier, in regional cities, the number of M&As is increasing in regional cities, and especially the regional banks, when I talk to the executives of regional banks, I often hear that in the past, the number of transactions were limited, so they could actually cope with that. Even before that, there was no transaction, so they wanted to work with Nihon M&A Center. As a result of this, that collaboration, they came to have some transactions. They try to internalize the procedures of M&A transactions. When the needs become more obvious and increase, then they can't really cope with the volume. The regional banks, of course, cultivate new transactions. Once they cultivate new transactions, they have to complete the transaction.

They come to us to partner, so that they can accommodate the needs and the volume. There are a lot of regional banks like that, and we are making a very good relationship with such regional banks and financing institutions. The third question is, what is the industry environment in five years' time? I think, this is about M&A industry as a whole. Well, still in Japan, there are a lot of companies who are lacking successes, and M&A market itself has a huge room for further growth. At M&A boutiques, there are about 300 or 400 M&A boutiques. Every year, M&A intermediary companies are established. I've never heard that they go bankruptcy. Usually, the first year, from the first year, they, these new companies make profit, and I think this trend will continue for a while.

In the post COVID-19, the buyer companies are more willing to purchase other companies to grow further, that's the trend. At the same time, the sellers, of course, during the COVID-19, they were desperate to just survive. Once the situation becomes better, they started to consider what the future will be. They usually think that there are a lot of owners who think that they have to do something. They can't really survive as they are now. Some owners even think that they would like to go under the umbrella of bigger companies. M&A market and M&A industry situation should prosper even further. Let me add a few words to that. Regional banks and partners' internalization and M&A, I can say that there is a shift from internalization to collaboration.

20 years ago, regional banks usually outsourced all the procedures or processes to intermediary company. These days, they started sending stuff to us to learn know-how, and some regional banks started to internalize the M&A transaction. In the future, I believe that it will be more partnership between regional banks and us. There are 2 reasons for that. One is that, recently at the head of the regional bank of Tohoku area, and I had a discussion, and there were 1,200 companies had to close their business because of the lack of successors. Of that 600 companies were profitable. That was what he said. Of that 600 companies, the probably 10, only 10 or 20 companies could have been saved by only his bank.

In order to increase this number of companies to be saved, he said that the regional banks has to work closely together with us. The second reason, IB, investment banks, they're professional for M&A, Nomura Securities, Daiwa Securities, and MUFG. They always treated M&A transactions internally. However, they have to accommodate more needs, and they realize that they can't really cover all the needs, and they have started working together with partners. I think this is a very strong and obvious trend for the future. Major bank, major securities as well as mega banks are following this approach. Of course, I believe that regional banks will follow the same trend. The Juroku Bank was at the front end, and that's the company or bank with which we are going to establish joint venture.

Masahiko Otsuki
Managing Director, Nihon M&A Center

The next question, any change in the environment and sentiment among sell-side and buy-side companies?

I would like to answer this question. This partially overlaps with what we said earlier, but as to the change in the environment and sentiment, as for buy-side companies, for them to continue to grow on their own without acquisitions remains very difficult in Japan. Therefore, M&A can be a very good avenue to secure growth. Therefore, the environment on the side of the buy-side companies is that the demand has been still robust. As to sell-side companies, previously, it was because of the lack of successors that they decided to do M&A in many cases. However, it started to be different now that the growth-oriented M&A to be part of a larger company is the growing case among sell-side companies.

Takamaro Naraki
Senior Managing Director, Nihon M&A Center

The key word here is growth. Especially sell-side company owners who would like to grow, growth rate and how the sell-side companies can grow through the acquisition. These are the points that they put a focus in deciding the partner, the acquisition partner. These tend to be frequently or sometimes asked questions by the sell-side owners. Recently, not just the business companies, but sometimes it becomes a fund that acquires sell-side companies. The previous traditional impression about funds has been not so good that there are some funds who do acquisitions for the mere purpose of taking profits. However, the recent private equity funds, they now think of just the growth of the company.

Young owners may decide to stay in the company and partner with the funds even after the acquisition. The growth-oriented M&A number has been increasing recently. Next question. The board member highly trusted by employees left the company. I understand he reported the incident and worked very hard. Do you have any initiative to prevent management from leaving the company? Some people take this view, but the board member highly trusted by employees left the company. I think this means Mr. Watanabe. He did not leave the company in such a negative manner. I know him from the new graduate period, and we have a common hobby, and I am very close to him even in the leisure time. Mr.

Watanabe, he had his own career plan, his life plan, and he was right before 40 years old, and he wanted to realize his dream for his life. His leaving did not happen in a negative way. I still talk to him even after he left the company. Please understand that situation is not negative. The next question. Planned transactions closed to be closed this year is 1,200, and planned sales is JPY 44 billion. These numbers indicate lower than expected average transaction value. Is this assumption correct? If you do the math, you would be correct that You may think that we earlier said we are planning to increase average transaction value, which may sound opposite based on the math of these two numbers. Please understand that our plan is very conservative.

Average transaction value, right. Of course, we want to improve it and we plan to increase it. Please understand that it's just because our plan is conservative. In reality, not by an increase in the number of transactions and other factors, we would like to perform better next year or that new year.

The next question. The reinforced compliance, doesn't this limit active sales activity?

I'm going to answer that question. The reinforced compliance, whether this limits the sales activity. Well, compliance and sales activity do not contradict with each other. We can conduct them, pursue them simultaneously. When we talk to the employees asking the same questions, however, there is no feedback that their sales activity has been limited. Rather, the feedback include that their sales activity based on or their compliance is better.

They can draw lines more clearly when they conduct sales activity. They say that, within the framework of rules and codes, they can conduct sales activities, so they can be more active in these activities.

Masahiko Otsuki
Managing Director, Nihon M&A Center

The next question. Do you feel that the selling impaired system has been working effectively? How much time is needed until that effect starts to be quite visible?

This is a two-in-one system is a system that we have just started implementing on a full scale from this year. From the standpoint of the employees who have just entered our company, Well, you know that it takes time until new employees can start to generate good results, for example, closing transactions, so they tend to be quite anxious at the beginning.

Takamaro Naraki
Senior Managing Director, Nihon M&A Center

That's why we have a mentor system in place, mentor support system in place to provide mental relief. Also, the above and senior people can provide education thoroughly. This is a new system that just started from April, and it's been less than a month since that start. We cannot say that we have started to see tangible results, but we know and we have seen the signs that it's going to be effective.

Masahiko Otsuki
Managing Director, Nihon M&A Center

The next question. On page 29, the year ending March 2025 is expected to have 10% growth in revenues. However, why can't you go back to the level of 15% just after March 2026?

Mr. Naraki, could you answer to this question?

Takamaro Naraki
Senior Managing Director, Nihon M&A Center

The basic structure of a midterm plan is that we create recruitment plan that could be achieved.

Based on that, we calculated the top line based on the calculation multiplied by the per head sales. Per head sales, looking at the past trend, we are taking a conservative view and achievable view because this is a revised plan. As a result, the current plan was formulated. Thank you.

Masahiko Otsuki
Managing Director, Nihon M&A Center

We are sorry, because of the time constraint, the next one will be the last question. How much can the lead time be shortened through DX strategy?

The lead time until closure of transaction. At present, at Nihon M&A Center, from the receiving mandate to transaction closure, 10-month time is needed currently at our company. In sorting and creating mandates, up until then, currently 70 days are needed, but this will be shortened to 30 days. In addition, through matching systems such as B-Compass, M-Compass and other systems, we will shorten lead time through the usage of such systems, but we have not specifically decided the target on the lead time, but we would like to shorten the lead time. Additional information.

On a total basis, currently it takes 10 months and reducing this to 7 months with a reduction of 3 months, this is my target. It's on the premise that we do not lower quality and at the same time, we would like to improve return. These are the basis of reduction of lead time to 7 months from 10 months. When the company is quite stiff and not flexible, when people's way of thinking is not flexible, it is generally said that the company tends to be suffering from large company's disease, and I believe this is what's happening at our company. We would rather like to be able to make more flexible proposals. We also would like to implement more DX strategies to reduce the lead time from 10 to 7 months.

In the first half of this fiscal year, we would like to reach this 7 months. Thank you very much for staying with us till the end of this session. Thank you for giving us your time for this session. Our senior management and all of our employees will do our best for this year. We would like to continue to ask for your continued support. Thank you very much.

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