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: Q3 2023

Jan 27, 2023

Suguru Miyake
President, Nihon M&A Center

Hello, everyone. Today, we are holding our financial results briefing session for the third quarter for the fiscal year ending March 2023. Thank you for joining us. I am Miyake. I am the president of the company. For our Q&A session, I'll be joined by Naraki-san from our company.

Takamaro Naraki
Senior Managing Director and Head of Administration Headquarters, Nihon M&A Center

Hello, I am Naraki. I am the senior managing director of the company.

Today, we have simultaneous interpretation because we are joined by people from throughout the world. I will try to explain slowly everybody will be able to understand easily. The second half of today's session will be dedicated to answering your questions. We welcome your questions. Please ask us questions through chat box, etc . Our company, Nihon M&A Center Holdings, had incidents.

Suguru Miyake
President, Nihon M&A Center

However, for this fiscal year, in the first half, we created our purpose statement, which reflects the thoughts of our employees, and that's to bring optimal M&A ever closer. We try to create a society where you can have M&A with a peace of mind. We believe that the optimal M&A is about the optimal compliance, optimal customer satisfaction and optimal quality. This has been the basis of our business management in the third quarter. To start with, we would like to provide our explanation on the status of implementation of preventative measures in the third quarter. We took actions to strengthen our compliance in the third quarter. For example, we continued to hold compliance training sessions in the third quarter, such as information compliance trainings targeting all employees. We also held harassment-related trainings targeting department heads.

We also had compliance training held by CCO, they are held on a monthly basis. Especially, we have been putting a big focus on trainings on compliance targeting new employees. The harassment prevention training is something which is notable this time, and I believe that the participants learned something new. Also, we made sure to announce on our system for reporting. As a result, our environment has improved so that people do not really hesitate to report. As a result, the number of reporting we received increased from the first quarter to the third quarter, and the number has been increasing 10, 13, 25. We believe that this establishment of this system for reporting is very useful and effective. This, we believe, is an indicator of our corporate culture where people can have free and open discussions.

We implemented other measures. For example, we established the similar system targeting customers. Some people may feel that it's weird. Some people may think that this does not really represent our attitude of putting customers first. What we did is to put this information on our pamphlet targeting customers. We also conducted questionnaires targeting all employees. This fiscal year, we implemented compliance awareness survey targeting all employees to understand the level of compliance awareness among our people. Also, for the new purpose statement, we have been trying to reform our corporate culture to fit our new purpose, and we have been implementing structural measures. That starts with our corporate philosophy, which never changes. That is to contribute to the continuation and the prosperity of cultures through M&A. However, what this means changes with the times.

Therefore, as our corporate rationale, we have been doing our best to bring optimum M&A ever closer. To realize this purpose, we considered what kind of corporate credo we should have. We also considered what kind of code of conduct our employees should have, and we defined them based on our eight philosophies. Below that, we set many guidelines, rules, and regulations. After philosophy during the third quarter, from October to December, we decided next generation management. On the 13th of January, we made sure that every employee understands about this at the new year training. We have been trying to build our new corporate culture this way, and each philosophy is about paying the best respect to our customers, and also it's about high viewpoint, broad field of view. Another philosophy is about striving without fear of mistakes.

Another part of our philosophy is about fully engaging. We also try to have best decisions with free and open discussion. We keep going until the result is achieved. We learn with modesty and develop. We cherish that we do the right things in the right way. We decided to have these eight as our philosophy. Now let me move on to the main part of today's session, which is about the results of the third quarter. Generally, we have been implementing sales activities and recruitment activities. We believe that we accelerated such activities towards our revival. However, there is something unfortunate to report. It's that our sales number declined to be 87% of what it was a year ago. Our ordinary profit is only 70% year-over-year.

I believe that we did not meet the expectations from our investors, and we need to apologize for that. There are reasons behind them, and the reasons will be explained in more detail later. However, as to the number of transactions closed, this number increased. For the past 10 years, we have had the best quarter in the third quarters for the past 10 years and for this fiscal year. Compared to 243, the number of transactions closed in Q3 last fiscal year, we were able to grow by 6% at 258 this time in the third quarter. This is the best number as the third quarter number. We also hired many consultants, and we did not do recruiting activities for the past eight to nine months before this, so there were concerns. Now we are focusing on recruiting activities.

As a result, the number of consultants we have at our company increased by 8.7% year-over-year to 610 from 561. We have been recruiting many excellent talented consultants, which means that the numbers in the next fiscal year onward are going to be quite positive. Now, let's think about why our sales declined and why our ordinary profits declined more severely. As to these reasons, the main factor is the lower average unit price. When sales are divided by the number of transactions closed, average unit price or average transaction value can be provided. This year the number was about JPY 38 million. In the last fiscal year, the number was about JPY 44 million, which means that an average transaction value declined by about JPY 9 million in just one year.

If we were able to sustain the level of unit price last year, we were able to have the sales number of JPY 11.5 billion. What this indicates is that we had a decline in the number of major transactions from around December when we learned about incident last fiscal year. We had to stop pursuing development of mid-cap projects. This time we are heavily impacted by stopping our activities targeting mid-cap companies. We also had the negative impact from losing some people in the third company. Besides that, as one important KPI, we have been tracking the number of transactions closed. To revitalize the local communities of Japan, it's important that we save as many companies as possible, and we would like to eventually save 600,000 companies.

We did our best, and as a result, we increased in the ratio of small transactions, meaning that the number of transactions closed increased. However, since the ratio of small transactions increased, our sales declined, and also margin declined together with the decline in sales. As a result, we now have smaller profit than before. However, for the fourth quarter and beyond, we believe that we now have a positive outlook. It's just nine months since we learned about the incident. However, when I look back on the nine months, we believe that we did so much in the nine months. Because the level of motivation of employees in the sense of unity, we received many comments. I won't say that was from every employee.

I believe that the almost all of or a significant portion of our employees now are united, and the number of transactions closed shows the level of motivation among employees. Without their passion, the number does not improve. This time the number improved, which indicates that we are experiencing an improvement in the level of motivation and sense of unity at our company. In normal times, first quarter, second quarter, these quarters, we tend to enjoy trading speed. We tend to have a focus, especially in the second quarter, because that's the end of the first half. Third quarters tends to be an important quarter for sales quarter, sales headquarters, because that's an important timing for them to try to achieve their sales target ahead of the end of the full year.

We tend to have great momentum in the third quarter. Fourth quarter tends to be a quarter that's not red because that's basically for preparation for the mandate from the next or the fiscal year after that. This year we took actions following incidents in March. When we started this fiscal year, our employees were not really united. At the beginning, we were worried. Therefore, I decided to have 50 meetings with employees on a physical basis. I had teaching activities on a face-to-face basis with employees. From the middle of May, we started to be able to have full-fledged activities. In the second quarter, we collected opinions from 1,000 employees about our potential purpose statement, and we received 1,200 comments, and that became the basis of our new purpose statement.

The third quarter, based on the purpose statement, we established quality department, and we took other actions to improve sales. As a result, we have the highest number of transactions closed as a single quarter of the third quarter. This indicates a great recovery in our motivation. As to this fiscal year, the fourth quarter is going to be a quarter where we will continue to do our best to achieve our full year guidance, while also preparing for the next fiscal year. The fact that our number of transactions closed is higher than a year before, the number 258, gave me so much confidence and courage. At the same time, the number of consultants, we struggled a lot. From January this year, we have to stop recruitment activities because we had incident and some magazines talked about our company.

Our employees also have some concerns and worries. However, from the start of autumn, or rather, we started to hold some sessions where I myself explained. Other executives even have been holding interviews with new candidates on weekends. In this way, from 161- 612, we were able to increase head count. That gives me so much joy. For the upcoming or the fourth quarter, ongoing quarter, the important point is to increase unit price. Therefore, we have been planning some projects for mid-cap targets. We have been focusing on matching. At the same time, we started airing TV commercials without restrictions on timelines, while we also started to strengthen our system so people can take childcare leave. We have been focusing on recruiting activities, but it's also important to maintain them.

It doesn't make sense when people leave our company early. That's the reason why we have been trying to shift toward management with a bigger focus on teams. The aim is to maintain our employees from the first year to the second year, from the second year to the third year, without losing them. When we can put this in practice, we will be able to achieve against our midterm business plan, and that us leads to our new system of selling in pairs. For example, a person in year one and person in year three work together in sales activities. Maybe this can be translated as two in one activities, but in Japanese we call it. This system of selling in pairs is now introduced at our company.

We can reduce turnover rate of employees while trying to develop new employees relatively at early point in time, so they can start to contribute to our company early.

Takamaro Naraki
Senior Managing Director and Head of Administration Headquarters, Nihon M&A Center

Services sales compared to the full-time, full-year forecast. It is at 29.8 billion JPY, and the ordinary profit, 11 billion JPY. It was a 61% progress. In the fourth quarter, we would like to strongly manage the corporation and these numbers demonstrate that. The progress against 18 billion JPY, it's only 61%. Of course, we value top line numbers, but we always look closely the ordinary profit, and that has been the one and only KPI for our corporate management. I would like to apologize deeply that we couldn't meet your expectation. At the same time we are going to introduce proper measures so that we can really satisfy your expectations. In terms of the number of transactions, please take a look at charts.

As for third quarter, last year it was 243, last two years ago, 246, and two years ago, 224. This year we marked 258, record high number. However, if you look at the cumulative total, if you compare to the number of last fiscal year, it decreased by 8%, so we have to grow or recover this number. Last year, we marked exceed 30s. In the first and second quarter, we saw a very strong momentum, abnormal momentum. Even if you take account that kind of extraordinary event, we still have to reinforce our efforts going forward.

In terms of the number of transactions, just the cumulative number, 421, it was 388. It was only 91% compared to the previous year. However, compared to the two years ago, it was 108%. It is growing steadily, but if we compare to the previous year, it's only 91%, we have to make efforts more. The mandates, as well as saying, we had to stop the mandates activities, the number of mandates cumulative, 952, went down to 883. It was only 93%. This number has to be reinforced even further. If we look at the balance sheet, there is no big impact, and we have been able to maintain the healthy balance sheet.

With this as the base, the payout ratio will be raised to 60%, 60%. In terms of the number of employees, I think this is very steady and stable. As of the end of March, it was 568 consultants, and we grew that to 610 by the end of third quarter. Having said that, we shouldn't really deteriorate in terms of the quality of people. We have to try to acquire excellent people. That's why I myself attend in the explanatory and recruiting sessions. In January, February, March, we would like to focus more on the quality of new hires. We have one issue. We believe that the total number is, employee is 1,066.

The consultancy is six to 10. I think we have to bring this ratio of consultants to 65. The balance between the direct labor and indirect labor has to be done, we have started working on this balance improvement since October, since autumn. Let me report on the related activities. As for the profits, we didn't drop very much, although we saw some decline because we used to charge a fee for education and so forth, but we didn't have it this year. That's why. For the major businesses of related activities are working very well, and what's most strong is Batonz business. First of all, the number of us-registration, that's the key KPI, from 150,000- 200,000.

Over the past nine months, it increased almost to 135%. What's more important is that the number of transactions closed. This is cumulative number. It increased from 1,749- 3,074. It increased by 1,324 over the past nine months. In one month, it goes over 100 transactions in some months. 100 transactions in one month demonstrates the strategy of Batonz, which focuses on transactions. 85% of the all industry companies have only less than JPY 100 million annual revenue, so we believe that we have to satisfy the needs of M&A for these. There's another area where Batonz is very good at, that is BMAS system.

They developed a system called BMAS, which has been introduced into regional banks as well as Shinkin banks. BMAS actually does the manages mandates and information. These banks and the Shinkin banks are trying to be more serious about this M&A business. Before that, they didn't really have enough information, so they could actually manage the information by Excel, for example. They're now in full-fledged manner, so the size of information grew. That's where this system, BMAS, is utilized very well. Another area is TOKYO PRO Market, TPM. This has recorded a highest number of IPO. Even with our the companies for with our service are very strong. For this TPM market itself, the number of listed companies was a record high, 21 companies.

Actually, since we joined into this TPM, we feel that this situation started to pick up a great deal. In order to accelerate this momentum, we started service Go-Public , and to sign the J-Adviser agreement, we provide the assessment and guidance. However, there are some companies who need more to go into this serious phase. Some companies need some prep school phase. For those, we signed a contract of Go-Public , we provide assessment service. We have already received this contract with 43 companies. We would like to contribute to regional and national rejuvenation with a bunch of great companies. We established the BELL, the Association for Leaders of TPM-listed companies. We think that this name of BELL is very good. Let's ring the bell.

We also help in this association to create more innovation and also the grow these companies for the next steps, and they share knowledge and experiences. This is the forum for that. The next topic. For the first time in a long while, in seven locations of Japan, we held a large-scale seminar on a face-to-face basis. This is in fact a hybrid seminar, including some online participants.

Suguru Miyake
President, Nihon M&A Center

This level of seminar was held for the first time in three years face-to-face. Even for mid seminar. The last time we had this level of seminar was November fifth, two years ago. We haven't held live seminars for a long while, but this type of seminar is at the heart of our sales activities. Without holding such seminars, we cannot get mid-cap mandates or other types of mandates. However, we were able to revisit seminar activities for the first time in a while. For mid-cap, for the first time in three years, targeting small and medium-sized company owners, we held symposium called Think Owners. We are hoping that this will lead to a higher unit price transaction. There have been or there were so much expectations towards this symposium.

These owners were desperate to hear about growth strategies, and they were desperate to know owners that they did not know otherwise. We hope that this will lead to better unit price. We also have been focusing on expanding our networks. For targeting accounting firms, we helped symposium in Okinawa. We asked public accountants to join the symposium to have better collaboration. This symposium was held face-to-face. Also targeting investors, we create communication tool that integrate integrated report. We published integrated report for the first time. Since this is our first integrated report, we believe that there are opportunities for improvement. Through the occasions of talking with investors like this, we hope to receive your feedback of what you would like to know about our company, what you would like to see in our integrated report.

It's a good thing that we were able to publish our first integrated report. We identified 18 materiality, the items that we should resolve or we should address. There are five particularly important materiality. For example, transformation into an establishment of an ethics-oriented culture and developing next generation executive management personnel and promoting businesses that will benefit local rejuvenation, satisfaction, customer satisfaction improvement, and providing safe and fair M&A. These are five of the materialities that we identified, and we would like to continue to contribute towards resolution of social issues through these materialities. We would like to continue to have a dividend payout ratio of 60% for the fiscal year that ends in March 2027. We would like to commit to our growth. We would like to continue to focus on dividend payout ratio and share price.

For share price, today our closing price was JPY 1,753. For fourth quarter and beyond, we would like to continue to do our best to do better. Foreign ownership is now 48%, and this ratio decreased slightly. However, our retail investors or individual investors have our shares, and the number of our shares held by individual investors is 41,000. At the same time, we are happy that many of our foreign investors still hold our shares. Backed by their expectations, we hope that more foreign investors will hold our shares. As to our target, no change to our midterm management plan. Five years, for the next five years, we would like to aim for 15% CAGR.

Of course, we are making a very difficult fight, not just this year and first half of next year, we have to be faced with a difficult fight, but we will take on this challenge with some device and review the expensive structure, profit structures, so that we'll be able to achieve this 15% CAGR. Not just we are looking at the expenses, but we also would like to work in a positive manner. For recruitment of excellent people, training and digitization, digitalization will be a very important success. Early development, we have to reduce the attrition rate, we are taking serious measures to that.

Takamaro Naraki
Senior Managing Director and Head of Administration Headquarters, Nihon M&A Center

DX and marketing and DX are now being utilized fully. We also would like to raise our awareness in the society, and we utilize a TV commercial nationwide. The digital marketing is another area. The owner is the Owned Media, and we also hold and develop our website so that we can maximize the opportunities for profitability. The DX area is also utilized well internally. D-Compass is a simple valuation system used at regional banks as well as accounting firms as partners. In TV commercial, for example, in Okinawa, we partners with Okinawa Bank to do the local commercial. After we get mandate, pre-due diligence is very important. That's where this D-Compass system is used. Of course, the very important point is the matching. The very optimal matching is needed.

This is where we use M-Compass matching system to find the best buyers using recommendation system as well as AI. This is the DX with Batonz, with platform. There is a company called Moon-X. This is DC brand company. We invested in this company, and so we are thinking about M&A strategy in this area. Salesforce is being used very well internally. There is a competition by Salesforce and Mai Fujita, our employee, received a gold medal in Japan at their competition. The team became number one. Over the past 12 years, we increased sales and profit, so we, so that we can continue this trend, we would work very hard for the fourth year, fourth quarter, and we always achieved the target of a midterm plan over the past three plans.

We would continue our efforts to do the same for the latest midterm business plan. With that, I have given the reports on the third quarter's results. Thank you very much for your attention.

Suguru Miyake
President, Nihon M&A Center

Thank you very much for the presentation. We will move on to Q&A session. We receive your questions through chat function, and due to time restrictions, we may not be able to address all of your questions. Let's move on to the first question. To achieve your financial guidance, it is necessary that you reach JPY 12 billion in sales. Ordinary profit or rather, operating profit, JPY 7 billion, ordinary profit ratio 57% in the fourth quarter, and all of these are your record high numbers. Please give us some quantitative information which gives the share market confidence in the likelihood of achieving the guidance.

Takamaro Naraki
Senior Managing Director and Head of Administration Headquarters, Nihon M&A Center

Thank you very much for your question. I believe this is one of the most important questions. As you say, in the fourth quarter, we will need to do the best sales activities that we have never had before to achieve the guidance. One point is the growth in transaction numbers to grow sales number. This is one important point. Another important point is to review our expense structure to reduce expenses, which will lead to higher profit ratio to achieve good ordinary profit margin. I think these are how we can achieve the financial guidance. For now, sell side mandate pipeline, we have 1,820 mandate pipeline. This is about 8% or so higher than the same time last year.

We have new mandate pipelines of 883 in the recent nine months, and many of them are matched with counterparties. Based on these new pipelines, negotiations started with buyers for the new pipelines which have buy side candidates. The number of such pipeline reached 255, which is slightly lower than the same time last year by 3%, but it's almost in the same level as last year. The negotiation open pipeline or the number of transactions that are being discussed or negotiated, we have about 350 of such cases. At the same time, emergency matching is something that we have been doing.

Suguru Miyake
President, Nihon M&A Center

This is to increase the pipeline numbers further. Currently, in an organic state of 350 cases, we have enough portfolios to achieve our guidance based on the 350 cases. However, M&As are not all closed. Some may not be able to reach agreement, but some may be recorded as sales in later timing. For example, due to due diligence, something unexpected may come out, or there may arise an issue with the loan on the buyer side. The transaction closure may be delayed to the following fiscal year. Therefore, just having organic pipeline are not, is not enough. Therefore, we have been doing what we call emergency matching or emergency pipeline. Through these activities, we believe that the likelihood of achieving this guidance has become much higher.

For myself, what we want to do is to close based on the pipelines we have towards March, based on current possible scenarios, while also creating new pipelines for new matching. So we can compensate for potential pipelines which may not lead to closure. This is the second action that we have started taking. Another is the activity to lower expense level. This will make it easier for us to achieve the guidance on ordinary profit ratio. We have been doing our best in all of these activities, and we are hoping to meet your expectations. Please continue to count on us. I hope this answers your question.

Takamaro Naraki
Senior Managing Director and Head of Administration Headquarters, Nihon M&A Center

Next question. At the previous meeting, we heard that there has been a 30% growth of the number of negotiation open pipelines since the end of June to the end of September. When we look at the transactions, it decreased from the second quarter. Why is this? Is there anything unexpected from the previous meeting? There was nothing unexpected since the last time. The trend is steady. The number of negotiation open numbers is fiscal year 2021, second quarter, and the second quarter of 2022, 231 and 277. 19.9%, almost 20% growth have been seen. In terms of second quarter's negotiation opens have grown very steadily. Fiscal year 2022, first quarter's open numbers was 215.

In the second quarter it was 277. It grew by almost 30%, precisely 28.8%. This is also steady. Having said that, the second quarter's transactions, in order to close the first half, everybody worked so hard, so we could have 270 transactions. In the third quarter, it was 258. That was a very unfortunate result. We wanted to grow more. The reason for this situation was, one is that there was some delay into fourth quarter. The first report, reported number of transactions was more. It was 270. It was nearly 270. There were some issues of financing or they couldn't make timing, good timing for finalization, detail finalization.

Some of the cases were deferred to the fourth quarter, and we couldn't book sales in the third quarter. Because of the delay into the fourth quarter, we couldn't achieve 270. I believe that is the major reason for this. However, we had to really exceed this number of 270 to reach, for example, 275 or 280. That's my honest feeling. In the first quarter and the second quarter, there was a number of people left the company in the first and second quarter. In some cases, negotiation had to be suspended or we had to replace the people or team members. That may have some resulted in the shortfall of achieving the targets, and that's why we couldn't really exceed the result of the second quarter.

However, in terms of the number of negotiation open pipelines, the situation is not bad, definitely not.

Suguru Miyake
President, Nihon M&A Center

The next question. In the selling in pairs system, is there something that you are trying to be creative in sales recognition or incentives? For example, is there any system or role in place so that the achievement of younger people is not recorded as achievement of a more senior level person? Thank you for your question. We in fact have an experience of doing this selling in pairs system, and we also used to have Brother-Sister system , and we always try to have a better system in place. For our new joiners, we consider how they can be developed quickly and how they can overcome some situations which may mentally be tough for them. In the past few years, the Brother-Sister system and the selling in pairs system were not in place. Instead, our teams tried to develop new people by themselves.

At the group leader off-site, there was a comment that a more detailed care is needed for new people, and we received this comment from many people. Especially in the hospital or medical industry, there is a system of supporting new people, at least senior level people. For example, a system of supporting intern doctors or intern people. We have a similar system in other industry. Following the opinions of group leaders, we have decided to revitalize this selling in pairs system and improving sales and paying out incentives are very important. About the share of incentives for sales target. We also considered the incentives and budget. We have been having a lot of discussions about the concrete details of the system, and we do not disclose details of the system.

We are planning to pay out in accordance with the ratio of the budget ratio. This has a limit. When this limit is reached, based on efforts, we are going to pay out on a fair basis. When there is a big contribution from a new person, then we will try to be creative so that the contribution of the new person will not be taken over by a senior person. Please understand that this system is also based on our care.

In order to achieve the full year plan of ordinary profit, please tell us your policy on controlling expenses in the fourth quarter. Thank you very much for the question. Probably Naraki should explain this, the head of administration headquarters.

Takamaro Naraki
Senior Managing Director and Head of Administration Headquarters, Nihon M&A Center

Our expenses include the labor costs, such as compensations and rent, and DX related, the commissions and fees. Those are our expenses. There is nothing drastic measures, but first, we would like to control the unnecessary or un-urgent expenses. Another way is to be flexible, and for example, in using the free address to control rent fee, even when we have increased number of employees. Also DX related areas. There are things we have to do now, and the others, we can wait for the moment. We always try to strike the balance between them.

The day-to-day commuting expenses and entertainment fee expenses, as well as business trip expenses, those have to be controlled with a reasonable attitude, I think.

Suguru Miyake
President, Nihon M&A Center

The next question. How has been the environment on the seller side, and what's the motivation among buyer side concerning any new movement? We'll ask you the motivation. We believe that the momentum is on is improving. After the environment among sellers, COVID.

Takamaro Naraki
Senior Managing Director and Head of Administration Headquarters, Nihon M&A Center

Impact has diminished to some extent. From this spring, it's going to be an important point in time of having to repay for loans received. For example, during the past three years, some very senior business owners may have got tired and they may have decided to retire from their company themselves. Also companies will have to start repaying for the loans they received, even when their revenue levels have not recovered enough, which may put them in a difficult position in financing. This, we believe, may lead to a higher interest in using M&A services of selling their company. However, on that end, on the buyer side, there is smaller impact from COVID, and the economy is recovering to normal times.

Based on some lessons from COVID, some companies may be considering some changes in strategies. Also they may be feeling the need to establish new business model, the need to improve margin. In this way, I feel that there are many companies with high level of motivation for acquisition. We believe that we are now in a very good environment when we consider our future business. Next question. I hear that there is an increasing number of people who leave the company. What is the turnover as a result? Is the ratio of experienced employees going down? Thank you very much for the question. Number of people who leave the company is increasing. In the first half, the turnover rate was 8.1%.

Just for your information, full year basis in fiscal year 20, 11.8%, and the following year, 14% for full year. Fiscal year 22, in the first half, we didn't see the drastic increase of the number of people who leave the company. However, it's a fact in the first and second quarter that the number of people who leave the company is increasing. However, we see some modest trend in the third quarter. There is no difference between those who have less than three years of service and the ones with more than three years of service. In terms of turnover, the ones with more than three years was 33%, and with less than three years it was 67%.

In the third quarter of this fiscal year, the ratio did not change very much. Just for your information, two years ago, fiscal year 2020, in the third quarter, those with less than three years of experience, it was 60%. Those with more than three years, it was 40%. Compared to two years ago, last year and this year, the ratio of those with three years of experience, the turnover for the ratio is less than two years ago. We have to think whether this is good or bad. Of course, those with experience, when they leave, we would lose a lot of strength. It has to be okay. If those who are less than three years of service leave, then it will be a huge issue. That's why we introduced this.

impanpa was introduced to retain those who have less than three years of services. Does this answer your question? Is there anything, additional comments from you, Naraki? The next question. You talked about making indirect department operations more efficient. Do you have some concrete KPI target, for example, during the same work with half number of people through using DX? Thank you for the question. We will not be able to reduce the number of personnel dramatically as this question states.

Suguru Miyake
President, Nihon M&A Center

M&A. In M&A, if you read services, each case is different, we will not be able to reduce our workload even when we use DX. However, for accounting, even when we have more personnel in transaction as consultants, we did not add accounting member. Rather, we have one less person at this department, meaning that. Although we have a higher and larger work volume, we are doing, we are handling the work volume, the high volume of work, with less number of people. In the areas of document control and others, we have been implementing DX, that we will continue to do. I believe that we need to make efforts to not increase in the number of our indirect department people.

We will not be able to completely eliminate indirect department personnel, but we will try to not increase our indirect personnel number. 65%-35% is going to be the good ratio of indirect members to have good level of productivity. Therefore, indirect department personnel ratio being around 25%-37% is the KPI we have.

Takamaro Naraki
Senior Managing Director and Head of Administration Headquarters, Nihon M&A Center

At this time, the drastic inflation faced by SME companies, they are struggling very much. What sort of sales activities do you do against this backdrop? Is there any impact on sales side mandates? Yes, very rapid inflation as well as yen depreciation caused the raw material price hike and the labor cost hike and wages increased. Under such circumstances, whether SME companies can transfer the cost to their pricing, I think that's very difficult for them to do that. It's true that their business environment has deteriorated. For us it actually provides tailwind. We believe that we can have more transactions or the mandates. Since last year, November, a face-to-face seminar was resumed, and we would like to intensively hold face-to-face seminars, not just face-to-face seminars for us.

We also would like to have hybrid seminars, not just with us, but at regional banks. Hybrid seminars mean face-to-face and online combined. At accounting firms, we also would like to help them hold such seminars. We are very good at holding seminars, so by inviting people to the seminar, we can motivate and persuade them into M&A. We want to do it very aggressively. You know, for that we would like to create attractive seminars. For example, how you can address the cost hike of raw materials or yen depreciation, or the seminar to address how you should handle the repayment of their interest finance. For SME leaders, we believe that we can have attractive seminars so that we can increase mandates. Ultimately, we would like to save as many companies as possible from bankruptcies.

Suguru Miyake
President, Nihon M&A Center

The next question: What is the most important point in sales recovery going forward? Is it the resumption of proactive sales activities or consultant motivation? Thank you for your question. We believe the most important thing is included in this question for our company, I think there are three important points. The first point is the resumption of the proactive sales activities. This is very important. Another important point is the motivation of consultants. It's not just consultants. The higher level motivation of the entire company of Nihon M&A Center Group. Also our group needs to be more unified. Also skill improvement, upskilling of consultants. These are the three important points for us. These three will need to be addressed in parallel. One good thing is-

Takamaro Naraki
Senior Managing Director and Head of Administration Headquarters, Nihon M&A Center

After the motivation of the entire company, we are in a very good position. We are having a very rapid recovery. We receive many opinions. For example, what's the part of our Nihon M&A Center that should continue and that should improve? When we conducted this questionnaire, we received a significant number of answer or response, about 800 responses from a company of 1,000 employees. I spent so much time in reading all of these answers. For every single question, we received this much, this many plus answers to the question. This, I believe, shows the high level of motivation at our company. When you look at the number of transactions closed, you can see the higher level of motivation and good momentum compared to earlier quarters. Apparently, people have higher motivation.

You can see that not only through numbers, but also through the questionnaire response. Frankly speaking, well, this level of recovery in the past nine months exceeds my earlier expectations, but this is a very good trend. Another theme on upskilling of consultants. This is such an important theme which cannot be addressed suddenly. The selling in pairs system starts from February, and we hope that this will serve in bottoming of our sales activities. What we can start to do immediately is the proactive sales activities to recover in sales. This is one thing that we can start immediately, and we will plan things based on our expertise and wisdom, and we will hold seminars.

We will try to be creative in seminar strategies for our direct customers, and we will consider how we would like to approach local banks and others, accounting firms. The details of these plans will be crucial for our success. To have successful planning will lead to sales recovery in the fourth quarter and beyond. Next question. I look forward to the number of transactions in the fourth quarter, but on the other hand, what is your stance towards mandates? Is it possible to pursue transactions and mandates simultaneously? Thank you very much for the question. It is a very important question, and thank you very much for you looking forward to the number of transactions. I will try my best to achieve that, but of course, in parallel, you're right, we have to work very hard for mandates as well.

When the number of mandates go down, in the next phase we will be in trouble. The priority is set on the transaction and then matching, which may lack in the negotiation. However, the members who work on mandates are not the same members from transactions. For example, those with one, two or three years of service, these are the ones who work on mandates. Nomura Securities, for example, have a separate team for mandates. They have a dedicated team for mandates. These members can accelerate for activity for mandates activity. Those who do the transactions and matching are usually those with more experience. Those who work on matching are the ones who are sell side mandates. They are usually different members from sell side mandates. I think we can strike a balance between them.

It's really difficult to cover everything, and I always sweat on that, but we always have to look in a broader range of our different teams. However, we would like to pursue these simultaneously so that we can have a good transaction numbers.

Suguru Miyake
President, Nihon M&A Center

The next question, which part of your sell-side mandate suffered versus second quarter direct channels versus with referral customers? Also, please talk to us about your strategy for growing mandates going forward.

Takamaro Naraki
Senior Managing Director and Head of Administration Headquarters, Nihon M&A Center

Thank you for the question. In the 2Q, we suffered in direct channel. The ratio of referrals to direct channel changed significantly compared to normal times. For example, in the 3Q, direct ratio stood at 38% and 64% for referrals. Referral was 64%. On a full year basis last year, direct ratio was 43% on a full year basis. There was a decline in direct ratio from 43% to 38% from last year to the 3Q this year. This matches with my actual feeling. There are multiple reasons for the weaker direct channel. One is the lack of seminar holdings. To get mandates through a direct channel, it's important to plan for seminars and various events.

Since the incident came out, we have not been able to plan such events, which has led to a lower number of direct sourcing cases. The second factor behind this is related to the incident. The number of direct members compared to referrals was higher. Many of our employees, their motivation was negatively impacted since some people left, and that has led to a weaker number of direct and direct channel. There has not been much change to the referrals system or referral status. Despite the incident, the action and motivation from our partners, such as local banks, securities companies, et cetera, has not changed so much, and that has led to a higher ratio of referral cases.

As to our strategy for the future, the strategy will be about taking various initiatives to strengthen direct channel through holding seminars and others. Direct marketing can also be a good measure. Next question. There has been some delay in achieving the target of quarterly plan. External directors, are they monitoring properly at board meetings? Today we also had board meeting. It became very lengthy. It started at 1:00. Results reporting started at 4:30 P.M. in Japan, and I had to attend the rehearsal at 4:00 P.M. because of the interpretation service as well. However, this board meeting lasted until 3:00. It was a very strict monitoring and asking difficult questions for root causes are done at the board meetings.

We also prepare for that, for example, the analysis of factors and causes. We did a presentation at the board meeting today, and especially from external independent directors asked very detailed questions for the reasons, and they also asked us to conduct the measures and countermeasures. To those questions, I'd like to hear from Mr. Naraki of his observation about this board meetings and independent directors. It is not just about this quarter, but we have changed the structure of meetings or management meetings, and we introduced independent directors, and we made it a rule to have every attendant comment. Views and opinions. As the president said, we had a very candid discussions up until the start of the rehearsal of this results briefing. We have the management committee, Mr.

Takeda, the Chief Compliance Officer, attended the recent meetings of the compliance meeting, and he checked if there is no any incident happening. Every month, we have a three hour or more discussion. Mr. Hirayama, the auditor, also attends this meeting. From the auditor and supervising positions, we always hear the comments and views. We always have a very active monitoring and discussion going on from external and independent directors.

Suguru Miyake
President, Nihon M&A Center

The next question. You have announced about your shareholders' return policy. Isn't this a good timing for considering buyback as one way of sending out the message to the market? Can you please talk to us your thoughts and some message about the capital market?

Takamaro Naraki
Senior Managing Director and Head of Administration Headquarters, Nihon M&A Center

Thank you for your question. About our shareholders' return policy, this policy is important for our company and the way we return to shareholders. One way of doing that is to improve dividend payout ratio while doing buyback. Both of these are very important. At today's executive meeting, this was one of the things we discussed. We spent so much time on this shareholder return policy. Following the incident, our share price was impacted. Despite the fact that share price is formed based on various factors. However, incident was one of the factors behind a decline in our share price. We should be dedicated to, or we should be committed to achieving our midterm business plan. That's why we raised our dividend payout ratio.

We can achieve this in the midterm business plan period, which means that we can also grow in our main business itself. As to the dividend payout ratio beyond the end of the midterm business plan, we will decide then. There is a possibility that we ourselves may need to acquire a company, a large-scale M&A, then we may need to take some necessary action for that to have more capital. There's also the possibility of raising a dividend payout ratio target. We may receive an opinion that the current dividend payout ratio is the optimum level. During the midterm business plan, our plan is to maintain 60% dividend payout ratio. There was no opposition to our direction, our direction is to also do buyback besides the dividend payout.

My personal opinion is that the timing is important in terms of financial performance and share price. When we enjoy good share price and good financial performance, we would like to consider buyback. That's just one of the many potential scenarios of considering buyback seriously. We consider such scenarios at executive meetings and board of directors meetings, and we will continue to discuss shareholder return policy at such executive level meetings. That's how we plan to send out our message to the capital market. Next question. Because of the measures for internal initiatives such as compliance, do consultants spend less on sales activities? Is there any area where you can reduce the idle time of consultants? Well, yes, for measures to strengthen compliance needs time, and we conduct different trainings.

However, it's not that we spend hours or days for trainings, so I don't think we reduced the sales activity time of consultants. On January 13th, we conducted all employee training, including compliance as well as the philosophy. This is a training has been done over the past 20 years at new year time. Sometime we did the DX Transformation. One time we thought about mission, and last year purpose, and this year philosophy. Even when we introduce measures to strengthen compliance, we are not reducing the consultants time to spend for sales activities. Having said that, there should be some idle time. For example, meetings or various applications. We sometimes do have some idle time or non-sales activity time. That does exist, and we are trying to rectify the situation now.

For example, the requirement of sales or for the approval of mandates. In the past, the administration headquarters was the only section to check. They don't know what's happening in the field, they have to go back to sales team so many times asking questions and getting responses and asking again. That generated idle time. In the sales headquarters, we created the administrative section. This administrative section in sales headquarters will do the minimum checking so that administration headquarters will just check at the minimum amount. By doing this, we could reduce the correspondence between administration headquarters and sales headquarters. The same applies to pre-due diligence. I feel that we sometimes had excessive control. In the past there was a section which is to control the projects.

All these works were introduced into quality control headquarters. This quality control headquarters will cover end-to-end procedures so that we could eliminate the duplicated work done by two or three different sections. Starting April, we will start process management. Of course, when we had unnecessary processes, that will result in unnecessary people. When we have unnecessary people, we will have unnecessary leaders. In sales headquarters, they have to spend unnecessary time to answer questions. Of course, we have to improve qualities. We have to improve the management quality. However, we have to avoid excessive control or duplicated submission of documents, for example. This idle time is definitely where we are trying to review. Anything from you, Naraki-san?

The question is whether we have reduced number of hours of consultants to spend on sales activity because of compliance measures. What's most important is as we became, the accounting rules more strict. From sell side and buy side, we have to receive the copies from both sides. We have to get the original of the confirmation as well as the Seal Certificate. We have established a structure where we would not have incidents anymore. Of course the workload is increasing. However, we have to have these disciplines because we have to avoid incidents. With all these introduced, we have to really accelerate the sales activities. We have to have a good balance between this discipline and aggressive active sales activities. I think that's the most important thing for the company.

The next question. Please talk to us about your measures to raise unit price in the timeline. For this question. From before, we have been doing our best to implement on our growth strategy. From a few years ago, we became more proactive in recruiting personnel, especially consultants. When we have more consultants, unit price goes down, and this is something that we had expected. We want to at least maintain unit price. The measures to do that is to increase unit price through increasing the ratio of mid-cap cases. In this way, we try to offset positive and negative factors to maintain average unit price.

Suguru Miyake
President, Nihon M&A Center

Is one thing that we have always talked about, not only at general shareholders meeting, but also our targeting investors, in an IR activities. Also the unit price number is also impacted by productivity. Productivity should be maintained and improved through education and DX even when we add new people. This is one more thing that we have talked about for the past few years to investors. We had the incident, and that prevented us from implementing very proactive sales activities. In the past one year, we just had organic factors around average unit price. Lower average unit price is not something unnatural. We need to take measures that we could not take measure for the past one year. It's the measure around mid-cap cases. We just started taking that action from December.

In addition, we plan to start new activity from April, and I am very excited about this activity. It's going to be something very exciting. We have been preparing the necessary hardware and curriculum for that. We will start to be able to see the results only from the latter half of next fiscal year. It's going to be from around November that we will be able to benefit from the measures. We will do new things from April, and we have been preparing for that, such as preparing hardware for that. In the latter half of the next fiscal year, we hope and we believe that we will be able to have a significant recovery in average unit price.

To be frank, I would like to increase this average unit price as soon as possible. I and other executives have been accompany ourselves personnel in mandate related activities. For example, I have created video letters. I accompanied consultants myself and the symposium. We held symposiums. In this way, I hope that you have good expectation towards our number next fiscal year.

What are the topics often discussed at board meetings other than topics of business execution? Thank you for the question. There are various topics we are discussing. For example, there is a company with which we are thinking about capital alliance. Maybe it's not that much of capital alliance, but it's more like a business alliance. We discuss how we should partner with this or align with this company. That is one topic we often discuss. This time in the previous meeting, we discussed the risk management, and we said that we should conduct comprehensive risk management. We actually created manual, and we had a very tough discussion, and we decided to reformulate the manual. I think this improved the manual content, and we explained about the new manual, and we received the approval from the board.

Those are the examples of some typical topics at this time. Anything from you, Naraki-san?

Takamaro Naraki
Senior Managing Director and Head of Administration Headquarters, Nihon M&A Center

Well, risk management related or compliance related and governance related topics are often discussed, as Mr. Miyake said. This time we talked about the formulation of manuals. These are the typical topics we cover these days.

Suguru Miyake
President, Nihon M&A Center

Due to time restrictions, the next question will be our last question for today. What was the ratio of your customers you acquired through direct channels? When you resume seminars, how much increase of sales at mandates can we expect?

Thank you for the question. The ratio of direct customers through, or rather the ratio of direct customers who came through your seminars. I need to apologize that I don't have concrete numbers, so I cannot give you some concrete percentage-based number. We will try to get the number for you. Based on my gut feeling, after the ratio of direct customers who we acquired through seminars, 60% or 70%, we believe 60%-70% of direct customers became our customers through seminars. Our company has held a very overwhelming number of seminars. Very many mandates came from seminars. Non-seminar cases, I would say, are from 30%-35%. When we resume holding seminars, I won't say that that will immediately be translated into an increase in mandate numbers.

For example, when we used to have large-scale face-to-face customers, 20%-25% of participants were our repeaters. After I present, I exchange business cards with such repeaters, and they are saying to me that they are happy that I came again to present. However, there are people who learned for the first time after joining our seminar for the first time that M&A can be one way of saving a company suffering from a lack of successors. They come to our seminar for the second time to confirm their understanding and their direction. Then they strengthen their confidence in their third participation. In this way, they gradually grow confidence in their decision of potential M&A.

Selling a company with 30 years history, for example, is not a decision that's easy to make. Therefore, we think continuing to hold seminars is very crucial. We just started holding seminars. I have to admit that there are many customers who immediately decide to give us mandates. As to the repayment of the loans under special conditions of not requiring interest or guarantees, the repayment will have to start from April. There are some additional issues, for example, increase in labor cost and increase in raw material cost. When we hold seminar in such an environment, we can expect an immediate effect. The past direct ratio, we think it's possible for us to come back to the previous past direct channel ratio.

In the next fiscal year, we would like to target a normal ratio between direct customers and non-direct customers that refer customers. That's our direction for the next fiscal year. Thank you very much for giving us your time today, and we are happy to be joined from throughout the world. Thank you for joining our financial results briefing session for the third quarter. We have not fully recovered from the incident. For example, that is reflected in terms of our share price. Our executive members are united to drive our business for the better. As I stated at the beginning of this session, about improving the level of motivation and being united, we believe we have recovered to a very good extent, and that is reflected in our transaction number. Second and third quarters.

Our number of transactions closed have come to a very good state. I am confident that our employees' motivation is only improving. As to headcounts, we have been growing our headcount. 610 consultants we have at our company, and that gives us confidence. Through new systems, such as selling in pairs, and through strengthening education, and also through maintaining our employees, and through sales management, we would like to continue to have good momentum and to have good mandate numbers. Our fourth quarter is not going to be an easy quarter for us. However, we would like to do our best to close the ongoing negotiations, the ongoing mandates. And that is not enough. We need to close transactions from new matchings, and that may not be enough. In that case, we will make sure to review our spendings.

That's how we strive to be a company which can satisfy your expectations. I feel very much that we have been recovering solidly from the incident. Please continue to support our company. Once again, thank you very much for joining our financial results briefing session.

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