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 2025

Apr 30, 2025

Operator

Good afternoon, ladies and gentlemen. Thank you very much for participating for the financial briefing meeting for Nihon M&A Center Holdings for the fiscal year ending March 2025. For those who are from Europe, it must be at the very early morning. Thank you very much for your participation. Myself, Miyake, will be here today, and we have Naraki-san, the Senior Managing Director, and also Takeuchi-san from the President of Nihon M&A Center.

Takamaro Naraki
Senior Managing Director, Nihon M&A Center

Hi, this is Naraki. I'm the Senior Managing Director.

Naoki Takeuchi
President, Nihon M&A Center

Hello, this is Takeuchi. I'm the President of Nihon M&A Center. I would like to get started. First, I will go over the highlights, and then we want to take some time for a Q&A session afterwards. Let me start with a summary. For March 2026, this is the year underway so far. We are making a fresh start for sustained growth.

Today, first, we'll go over the results from the last fiscal year, and then we want to go over our determination for the new year, the year underway so far. Last year, the year ended March 2025. Here's a summary. The sales figure, the Q4 alone, we had a record high number in sales. However, unfortunately, for the full year, we had a near decline. That is due to the rate of completed mandates that was reduced. Also, it took longer to get completed mandates. Therefore, we had a lower number of transactions closed. However, we have been successful in the mandates for the mid-cap clients. Per unit mandate has been maintained at a deal level or even improving from before. Why did we see a decline in the number of completed mandates? Let me explain why on the next following pages.

Regarding ordinary profit for Q4 alone and full year number, both recorded highest. First, we had a solid control over our expenses. We have redefined our channel strategies. We tried to implement a tiered mission for each different channel. For those who are engaged in the networks, we were mainly focused on the sales mandates. For the buy side, for the corporate division, it was mainly in charge to have a more direct impact communication. These measures helped to see an improvement in gross margin. The net sales came out to be JPY 44 billion. Compared to the forecast, it was 90%. We failed to accomplish the forecast number. In Q4, it was JPY 14.2 billion. That was the record high for the quarter. Ordinary profit came out to be JPY 16.9 billion. It was 99.5% of the forecast.

It was slightly below the forecast level of JPY 17 billion. The Q4 alone was JPY 6.2 billion that came out to be the record high. The sales per transaction, it was JPY 39.6 million. In Q4, it actually achieved JPY 40 million, making good progress. However, the number of transactions closed came out to be 1,078. It is down roughly by 6%. Q4 was 340 transactions closed, so it is down by about 3%. When it comes to leading indicator, the numbers are quite showing strength so far. The number of new sales mandates was actually at a record high, 1,398. The new buy-side mandate number was 1,378. The number of mid-cap mandates actually increased by 1.5 times more than last year. Since we received the order, we analyzed the corporation and we reviewed them to start working on a matching.

Such evaluation process and analysis process to prepare a summary of the company is called a preparatory period. Since receiving of order until we start working on matching, it used to take 90 days, but now it has reduced to 60 days. Now lead time is shorter to get started with the matching. I believe this was for you to understand how we are achieving, why we are achieving the strong growth so far. This is the most important part. Now we're seeing such a momentum, and why are we seeing a decline in the number of transactions closed? We need to address the problem area in order for us to grow further. First of all, we had external factors. There were major changes in the surrounding environment.

Last year in the SME M&A market, so drastic changes or significant changes ever for the past 34 years of our business history. I think that was the very first time for us to see such significant changes within a year. The first was the emergence of the inappropriate buyers, like someone like Lucien, MJG. I think you can search on them. They were reported a lot on mass media, on newspapers and TVs. Those who read those articles and the media information started to become more anxious. At different occasions, they kept asking us questions. At the last minute, they may decide not to go for the acquisition deals because they are afraid of getting any problems. Those are actually the big hindrance. The second point was the SME M&A guideline being revised.

This is an external factor, but our contracts and agreements, we had to revise the contract four times. Also, there's an increased work needed for explanation of key items. Since we are not used to these new things, that took much longer time and that caused a longer lead time to cause some timing delays into the next fiscal year. This is something we can resolve once we get used to them. Thirdly, this was quite a big impact as well, the interest rate increase. In Japan, for many years, we were exposed to zero interest rate or negative interest rates. Now we're starting to see the rising interest rates. The loans to the buyers, potential buyers in M&A deals, are pretty much the loans, unsecured loans.

Within the limited amount of funding, where to lend those funds were considered by the financial institutions. The financial institutions tightened the screening process for M&A loans. In the past, they made decisions on loans in about two weeks, but now it was taking a month. For those companies who do not have enough credit, those financial institutions may say no to provide the loans. That actually caused also the decline in the number of transactions closed or the time it took longer to come to a closed transaction. Those are the three major changes that we saw in the SME M&A market. They were the biggest factors. We also had internal factors. We were not able to catch up with those changes. That was the main factor. Customers learned information from TVs and newspapers. Various kinds of M&A information were obtained.

They have more knowledge. They see more increased anxiety. Our existing mandate management system did not cover enough to those concerns. At the important points, customers will feel concerned about the situation. Since we have more experience, we should have realized or picked up the situation, and we should have taken a step ahead to answer all these questions. We were kind of receptive. We got the questions, and we researched and got back to the clients. It was more receptive business management we had to implement where we are making improvement right now. Definitely, the knowledge and awareness of customers have increased. We also needed to have the knowledge to be able to accommodate and address and respond to those clients.

For the last few years, since we had to increase the number of employees drastically all of a sudden, we were quite focused on being efficient among the employees. Because we had too much emphasis on efficiency, we were not emphasizing enough the knowledge and the skills needed for solution businesses. I think that was the reason for us not being able to address or accommodate all the needs from the clients. We are required to revise and improve our training system. Actual responses and actions we have to implement. First of all, we will need to increase the time and to dedicate ourselves to clients. Also, we need to increase knowledge to be able to give the appropriate answers to the clients at the right timing. Some anxiety for the buyers will need to be addressed.

We will need to have a more stringent reviewing process on the potential buyers. That way, sellers can feel more relief in conducting deals. Also, as I mentioned earlier, the management, the defined system to run mandates, we need to take actions in advance of the client's need that comes up. We clearly define a system for general managers to run mandates to allow them to take actions immediately, by maintaining that minimum quality to be provided to the clients. Thirdly, when we start the pipelines, when we start the deals, we are having kickoff meetings by having experienced specialists, to be able to explain what the main discussion point in these specific deals is, what are the areas of concerns by the buyers or the sellers.

When we bring the deals over to the pipeline, we have a group discussion so we can all share the same understanding. We can be ready for the expected needs to come. In addition, solution knowledge is to be obtained. First, they are required to get a grade two of the bookkeeping of their employees. However, in addition, now they are required to experience the corporate evaluations at least of three companies. That way, the coordination of stock prices between sellers and buyers can be actually substantiated by the consultants with the right explanation. Also, they can be clearly explaining about the financial statements to the clients, and they can conduct their proper due diligence. As a result, we want to increase the customer satisfaction and increase the conversion rates, and then even to reduce the lead time in total.

The consolidated forecasts for the year under review so far. I hope that you can take this as our determination, the resolution. The sales forecast compared to last year's guidance number, we reduced or declined the number for the first time since IPO. This was a major decision that we had to make. It's a major determination. The first time since the IPO. This is the first time since the foundation of the company for the past 34 years, the first time to reduce the number, sales forecast number. Why? There are two reasons, two objectives. Like I said, first of all, we want to create more time to become closer to clients. If we are always pursuing the numbers, we don't spend enough to be closer to clients.

Takamaro Naraki
Senior Managing Director, Nihon M&A Center

We want to set the numbers with some allowance for us so we can spend more time and to be with the clients. We want to nurture such a culture first. Secondly, we want to increase the success rate by improving the consultants' performance level. These are the expected results. We have two of them. First, we want to regain our customary cycle of attaining result targets. We have been ending the year in December. Pretty much we accomplished the majority of the full year number as of Q3 end. We will work on preparation for the following year during Q4. That is the ideal and measured cycle, and we want to bring it back to this cycle. Secondly, by accomplishing targets for sure, we want to regain stakeholders' confidence. First, employees.

By lowering the budget, there will be an increased number of employees with the successes. We expect to see the increased percentage of successes, and that will allow them to increase their motivation because they regained that confidence. The second point for you, we want to regain the confidence from institutional investors like yourselves. We want to have a good relationship with the long-term investors looking ahead like three or five years later so we can show our growth. We want to establish ourselves to be able to commit to such growth to come. Sales figures for this year, we're looking at JPY 46.3 billion. Last year was JPY 48.9 billion. Last year was JPY 44 billion, so it's up by 5%. Last year's guidance was JPY 48.9 billion, so it's down by 5.3%.

The percentage completion to be first half is 43.4%, second half to be 56.6%. We want to accomplish more in the second half. We want to accelerate our efforts so we can actually accomplish our numbers by the end of December as much as possible. We also revised our midterm targets along with this change. In the SME M&A market, as we see changes in clients' behaviors, we also modified our midterm management plan targets. We want to return back to our customary trend of achieving sales forecasts and surpassing budgeted figures. Under the previous plan, if we maintain these numbers, we will not be able to accomplish these numbers. We want to apologize for the fact that we are not able to complete these numbers. Myself and the whole management team are really not happy about not being able to complete these numbers.

However, based on the current atmosphere in the company and the current situation, under the revised plan, we should be able to accomplish a much higher number than these new target figures. It is almost like a year later from the midterm plan. That is what we want to accomplish. First, we have set out the conservative numbers. We want to make sure to go above these numbers so we can have upside. People will feel like, "Oh, Nihon M&A Center has gone back to the previous cycle of business accomplishment." That is what we hope to see. The shareholder return, last year's JPY 29 will be maintained. This year, we will be facing the changed external environment to bring ourselves back to our customary trend of achieving sales forecasts. This is going to be the navigating year for us steering in that direction.

You might think the guidance number might be a little too low. The midterm plan, also, the number went down slightly lower. That may have caused you some concerns. Since we are causing those concerns among yourselves, we decided to maintain the dividend of JPY 29, including the special dividend of JPY 6. The growth rate or the profit level that you expect us to accomplish, once we accomplish them, then we will bring the payout ratio to be 60%. We hope to go back to that level as soon as possible. We will try our best to do so. This is our restoring growth story for restoring growth. I am quite confident that we were not wrong. In 2022, March 2022, in Q4, we had to announce an appropriate accounting incident.

Operator

I guess we won't be able to apologize any more than what we did. We had to penalize over 80 employees at the time. That is when we started our restoring story. The following year, in March 2023, we transformed ourselves to focus more on compliance. First, we need to get started. We need to stand up first. We have to have a start. We focus on compliance. We had to penalize a lot of employees, and a lot of them had left the company. In March 2024, we wanted to turn the company to be more uniformity to be accomplished. We tried to activate the club activities, the internal club activities. We created a new health insurance system. We implemented various measures to improve employee engagement. Last year, it was a changing period.

Takamaro Naraki
Senior Managing Director, Nihon M&A Center

Now we reinforced the basis foundation for regrowth. The employees were moving quite agilely. Also, now we have a new President, Mr. Takeuchi, for the Nihon M&A Center. According to his policy, we introduced the channel system by different mission. I think that was quite a big success for us. As a result, our leading indicators showed a record high. However, unfortunately, as you can see at the right bottom, we had to see the changes in the business environment, which I explained earlier. We had so many different changes. Therefore, we did not increase the number of closed transactions that may have caused you some concerns. However, we made internal efforts. The recurring profit level, we were able to accomplish pretty much at the guidance level. This year would be the conclusion period.

Now the leading indicators, internal motivation, and actions to address the external environments, and they're all addressed. Now we are starting a year to be able to realize the regrowth. This is basically the end of my explanation. I also would like to dig deeper into our actual results, starting with the full year results. This I have explained already. Please take a look at this content later. About the income statement key data, I would like to hand over to Naraki-san. Sure. About our cumulative profits, my important point is the third row below sales. Of cost of sales, we have referral fees and outsourcing expenses. In fiscal year 2024, we had JPY 5.3 billion. Compared to the same time last year, this number was lower. This out of sales, JPY 44 billion, was 12.2%.

Operator

This was 13.7% in fiscal year 2023, so 1.5 percentage points down. As I have been saying, the ratio of the network-sourced mandates has been lowered. This is the reason why we had a lower ratio. Also, about personnel expenses and transportation expenses, in fiscal year 2024, we had JPY 13.624 billion. The year before was JPY 13.0 billion. There was an increase by JPY 590 million or so. However, this was absorbed by the improvement in referral fees and outsourcing expenses. The next point is the SG&A. This was JPY 8,063 million. Compared to the same time last year, this number improved by about half a billion. We were successful in reducing expenses here. As a result, ordinary profit was JPY 16.9 billion. Our profitability rate or margin was 38.4% in ordinary profit margin. Thank you for the summary.

Takamaro Naraki
Senior Managing Director, Nihon M&A Center

About the number of deals closed and also mandates received, these are detailed information. Please check the information. The cumulative number of deals closed exceeded 10,000 in March. I would like to talk about leading indicators. Our leading indicators are in good state. The first point is the new sell-side mandates. We had a 12.8% improvement here. It is not just we are having more new mandates. We also are improving in terms of mid-cap mandate rates. Mandates in the central areas are not declining in numbers. These are all favorable trends. About the registration for matching, this is also improving. Once there is a matching, we need a registration for the counterparty. That is also improving. Proposals to buyers are needed. The number of proposals increased significantly by as much as 38.3%.

New buy-side mandates also grew as well. The only area where we needed improvement is the increased new transaction negotiation. This improved by only 3.7%. Considering a stable growth, we will not double up this. We want a 7% or 8% improvement, not 3.7%. We are taking various measures to improve this new transaction negotiation number. Also, the number of days required during the preparation period has been improving from 90 days to 59 days. Overall, lead time has been shortened. Also, our matching process has been quite smooth. Lead time here, we believe, will be shortened this fiscal year. Onto employees, I think this page is better to use. Last fiscal year, there were 71 net increase in consultants. In guidance, we said that we are planning for 120 net increase in terms of consultants.

We failed to achieve this target. We failed to achieve this target. There are a few reasons. It is not just that we could not do enough recruitments. One reason is related to development. We had to understand well about the progress in development of employees. Recently, actually, the turnover ratio for people who have been with our company for more than four years, this is improving. Not when it comes to employees who are with us for up to three years. This is the reason. In this kind of environment, we need to provide more rich education and development. That is why we had to reduce the number of people we recruit so we can provide a more thorough and rich education to the new people. From the current ongoing fiscal year onward, we plan to apply the same recruiting approach.

We're going to rather reduce the recruiting plan. It's going to be by about a 10% increase that we would like to target in the future. I would like to hand over to Naraki-san for the next topic. On this page, we show balance sheet states that we are maintaining a healthy balance sheet. The total asset was JPY 61,786 million. Compared to the same time, a JPY 3.1 billion improvement was achieved. About the total net assets, JPY 47,589 million. There was an improvement by JPY 3.615 billion. About the ratio of liabilities, this was 75% compared to last year, two points improvement. Shareholder equity and R&E. Starting with return equity, it's been progressing over 20%. As you can see in the middle of the chart for March 2024, we conducted share buybacks, JPY 14 billion.

Naoki Takeuchi
President, Nihon M&A Center

As a result, return equity increased to the 20s and came up to be 21.8%. Regarding March 26, we expect this to be 22.9%. We are maintaining 20s. Next, share ownership and market cap. As you see on the left-hand side, as of March 31 of this year, this is the current breakdown of shareholders. From the right, 34.3% by individuals. Compared to the year before, it increased by 3.9 percentage points. Financial institutions, 26.6% compared to the previous year. It increased by 1.5 percentage points. Foreigns were 28%. Actually, it went down by 2.7 percentage points. Securities companies was 2.3%. It dropped by 2.7 percentage points. Thank you so much. Next, let me briefly go through the topics, key topics. Digital transformation and AI, DX and AI. We have required to utilize in a full application.

Operator

Data, capital, capitalism is going to start. That's how I'm thinking. The President, Takeuchi at the M&A Center, has set up this data-driven management. They are taking adverse measures utilizing AI. This is one of them. It's a business alliance with Bring Out Corporation. This is about the language analysis to analyze the business talks, business interviews. With the introduction, we want to have more efficient matching or improve the accuracy of matching. The way conducting the business deals and talks and proposals could be changed or proposed, reproposed. Under the AI era, of course, with the introduction of AI and by making good use of AI, it's going to be quite important. At the same time, we also need to differentiate from the others.

Internally, how much data, internal data can be stored on the database, this will have a major impact on our differentiating factor. We want to incorporate many different information into the Bring Out as a data. This is going to be a strong power to drive us. In a real market, we will have conducted seminars throughout the country. This year, we are adding more tweaks to conduct more seminars and area marketing strategies for different areas and different regions. We set out the important area to conduct different marketing. As you can see on these pictures, this is focused on Ibaraki Prefecture. That is at the broadcasting station, local broadcasting station, Lucky FM. This is the famous business management owners in Ibaraki Prefecture. We can have a discussion with me. It is like a Suguru Miyake's business management paradise.

Naoki Takeuchi
President, Nihon M&A Center

That's the name of the program. We also work with the local basketball team. We are supporting them, these Ibaraki Robots, the basketball team. Through this, we collaborate with the local community to conduct this marketing so we can get potential quality deals. I believe we are successfully conducting all these activities. Collaboration with local regional financial institutions is moving forward. We are much having a deeper relationship with them. We have been working with Juroku Financial Group. We formed a joint venture for the first time in Japan. It's called Nobunaga Succession Inc. We formed this company. With Higo Bank, we have established a Kyushu M&A Advisors company. Now, this time with Okinawa Bank, we're forming a joint venture. We started to look into this possibility here.

Operator

Having those joint ventures with regional financial banks, we want to be further aggressive. We want to build a much better system or scheme to be introduced in the future. Also, most importantly, this PMI Consulting business becomes quite important. This is a post-merger integration process. There is an increasing necessity of PMI, as explained on this page, because the SME agency is asking us not just to complete the deals, but also make those deals to be successful. Otherwise, we will not be able to survive the 650,000 different SMEs to save them out of the current situation. That is mandatory, required by the agency. Also, FSA has revised the guideline for SME to reinforce M&A support, including PMI. That was also announced by FSA. Also, again, the SME agency has announced skill maps for specialized personnel in SME M&A business skill businesses.

This also covers PMI. For buyers and sellers, also us. All three parties will benefit from these changes. For us, we will have repeating buyers. There are about 25% clients who are repeating buyers. The first-time buyers, roughly 75% of the clients are the first-time buyers. When we make a proposal, the success rate between the repeating customers versus first-time customers differs by about 10%, a little over 10%. Because repeating customers have more confidence in the success of buying the business. That is why they are able to make decisions. For first-time users, they do not know whether they can be successful by making this purchase. They are quite concerned and anxious. They tend to be hesitant and have a lower success rate. By offering this PMI to those clients, they can be more confident in successes.

This will help to see the increased success rate and the closed transaction closures. For the sellers after the transition, they are also worried about if they can be relieved from the personal guarantees, if they can receive the right amount of funds. Having the PMI, we can form support. We can have the team to make sure to complete the transaction. The success buyer will be successful. The sellers have no longer any anxious feelings. This will improve the success rate eventually. In Tokyo market, this is going quite strong so far. For two years in a row, we had the largest number of IPOs, Mangolder, Jay Advisors. Also, overseas activities, we believe that we have come to the third phase of growth. In the first phase, we started dispatching personnel to the foreign countries, and that was it.

In the second phase, we hired national staff and built network. We did sourcing of projects. We created track records, and we developed our know-how overseas. Finally, we have got into the third phase where we aim to grow more. Fund business. We believe that this year and next year will be the crucial year for our fund business. As new fund, we want foreign companies to be acquired by Japanese companies. We have established A2G Capital and Jay Search, covering local banks or together with local banks. These are established. This is going to be the start of a full-fledged fund business. This is going to be the first year for us to develop fund business as our second pillar.

Naoki Takeuchi
President, Nihon M&A Center

To talk about the industry trends, the quality of the services and the morale are required to be improved across or in the entire industry. In the recent two to three years, many boutique companies were established. Now we have a much larger number of companies in this industry. That naturally leads to a deterioration in quality and morale. These were taken advantage of by some malicious buyers, fraudulent buyers. We are forced to take actions about them. SME agency, based on this background, wants to improve this industry and introduce two rounds of revisions to their SME M&A guidelines. In the guidelines, boutique companies, there have been some instructions about what kind of boutique companies they should become. You know, each individual is also important to be excellent. To each player of M&A advisories, a skill map was announced.

Operator

The skill map is very broad-ranging in content. It has a total of 190 pages in content. I think just a limited number of boutiques can comply with all of what is required and written and stipulated in these 190 pages. As a leading company, we believe that we have entered into a stage where we start to lead more as a leading company. We are more aware of our role as a leading company. Besides SME agency, there are self-regulatory bodies, and we have been taking action as part of that body. For example, the list of named buyers, the list of fraudulent buyers are created. We are distributing these to members. Now we have 181 members in these M&A advisors associations, and we have been enhancing governance. Also, internally as well, we have been taking more actions to prevent troubles.

For example, we are more strict in examining buyers. Sellers can feel more relieved when entrusting their mandates to our company. Also, based on academic, industry, and government collaboration, we are trying to develop this entire industry to be an even better one. For example, certified public accountant, or rather, Yoko Isan is a lawyer. Yoko Isan becomes CPAO. We appointed him to be our CPAO. Also, we are strengthening the three-party collaboration, and we are reinforcing our collaboration with academia. For the first time in Japan, M&A Research Group was established. Of course, we are the member of that. I myself am serving as its director. We are making collaboration with various parties. We would like to reenergize these kinds of collaboration. I am running short of time, so I have to be brief on this explanation.

Boutique companies, they are compared when they get selected from customers in this era. I have been repeatedly explaining that companies are places for owners, employees, and families to form lasting bonds. This is our basic concept, basic belief when we do business. Based on this belief, we hold quite an emotional closing ceremony. We provide PMI to maximize synergy. Also, owners of sellers become the legendary granddaddies with our way. We provide representation and warranties insurance. We support the owners of the sellers through our Next Value. We are involved in all of these activities for Next Navi. With this, I would like to conclude our earnings briefing session for fiscal year 2024. Thank you.

Takamaro Naraki
Senior Managing Director, Nihon M&A Center

Thank you so much. Now, we want to move on to the Q&A session. Please use the chat function to ask your questions.

Due to the time constraint, we may only introduce some of the part of your questions, just so you know. Okay, we now will move on to taking your questions. Since you are entering your questions, based on the questions that we've had in the past interviews, first, we want to go through the prepared questions. First question, regarding your resource planning. As a result of having a stricter reviewing process for selecting the candidates, you failed to accomplish the target number. Any change in the quality of applicants so far? Thank you for your question. The quality isn't changing. Or rather, it improved since last year. The management members, senior management, are now involved in the hiring process, like myself, President Takeuchi, and also General Manager Suzuki, the Sales General Manager.

Naoki Takeuchi
President, Nihon M&A Center

On weekends, we come out to the office and attend the briefing meeting for the applicants, or we are addressing the Q&A session. The senior management ourselves go out there to be there to take questions directly and answer the questions. Since we started implementing this system, I think the quality of applicants has improved a lot. Both the quality and the volume-wise, I think we have accomplished a good level. What do you feel, Takeuchi-san? How do you feel so far as an interviewer? In this M&A industry, I think a lot of them are studying a lot, M&A industry, to apply for the positions. Since we are the largest player in the market, our mission and philosophy, a lot of candidates want to accomplish and be aligned with our mission and philosophy.

One thing I want to add is, as mentioned, shown in the previous presentation, currently, we hire 170, we hired 170 sales reps. We had a concentrated hiring. If it is an undergrad, out of 170, roughly, we hired 40 college graduates. These 40 members were selected out of 14,000 applicants throughout the year. In the Middle East, throughout the year, we had 5,300 applicants, and out of them, 130 were hired. The year before last year, sorry, the mid-career members. The year before last year, we had 4,000 mid-career applicants. The number of applicants has increased by 30%. Myself and other senior managers and Sales Headquarters General Managers will focus on trying to focus on only A-ranked candidates. That way, we did not lose the volume, but also we were able to see the improved quality of the candidates.

Thank you. Next question. The number of consultants was lower compared to Q3. Q4 tends to have a higher turnover rate due to seasonality. The result this time is not strong enough or reassuring enough as a leading indicator for the new fiscal year. You have also lowered midterm plan target, but my impression is that it sounds difficult to exceed revised target. What kind of factors do you think you need to exceed the guidance for the new fiscal year? Thank you for the question. About this, I do not feel anxious about achieving the new guidance because for Q3 and Q4, indeed, there was a decline in consultants from 723 to 716.

Many of that were actually a significant portion of the consultants who left us, the consultants who were with us for less than three years. For consultants who have been with us for more than four years, we actually had a net increase of 10 between Q3 and Q4. Compared to Q4 last fiscal year, we had an increase of 64. The ratio of the middle managers who have been with us for at least four years last fiscal year, the ratio of these among all employees was 41%, but this has improved to 46%. Compared to that, the ratio of the employees who were with us for less than three years declined from 403 to 384 in numbers. There was a decline here. We were already selected from before.

However, there are people who could not stay up with us or catch up with us. This is an important educational theme for us. We may have to be more selective to see if the people we try to hire have the firm resolution to stick with us. We have lowered our recruiting budget accordingly. For the ongoing fiscal year, Q1, we think that the most important matter for us is the ability to control projects rather than people task. In terms of pipeline, we think that we have enough pipeline in terms of the number of projects and the amount of projects. Closing deals by the deadline is what we need to achieve budget in Q1. As we learned from last fiscal year, one thing that's important is that the owners of sales side may feel some anxiety in some important milestones.

Operator

We have to resolve them by taking actions. Also, the second important point is the financial part. There are cases where the SMEs with limited trust try to acquire companies. In those cases, it may take a longer time to do financing, and they may even get rejected to receive loans. About that, from before some agreements, the consultation to financial institutions should start for those cases. Systems and patterns for these kinds of cases are being established with the support of Takeuchi-san. I feel that this is going to be more promising. About this, we want to make meaningful development in Q1, and that should even improve in Q2, Q3. In this way, we believe that the successful closure rate will improve as the time passes.

For the current fiscal year, I hope that the investors should have a positive expectation that we will be exceeding our new budget. Next question. Regarding the new transaction negotiations, can you tell us the balance as of March end? In Q4, the number of new transaction negotiations came out to be 420. That was lower than the numbers that we saw in Q1 through Q4. Should we have a cautious view on the sales momentum in the first half this year? Thank you for the question. The number of new transaction negotiations, the number of mandates that we already started negotiations. The deals with open negotiations, compared to last year, we have additional positive 36 deals compared to the number last year. We have more negotiations going on.

The deals under the pipeline, currently, we have 355 deals at the beginning of this fiscal year on the pipeline. Compared to last year, it's up by 36, roughly by 10% increase. Not so much to be concerned about it. In Q4, the number of new transaction negotiations of 280 was lower than the previous quarters. This doesn't immediately lead to the sales momentum in the first half. Now we have shortened lead time for the preparation period. We now have an organization team to control the matching and to implement speedy matching. Also, in Q1, we are trying to put more focus on the first half. We launched an incentive campaign to bring the deals over from preparation period over to matching. There's no need for you to be cautious about the first half.

At least there should be an improvement compared to the previous year, both in the ratio as well as the yen amount. What do you think, Takeuchi-san, who's on the field? Yeah, as Ben explained, in the first half of this fiscal year, we need to bring out the results. And we now implemented the defined model of managing the deals. This is going to be quite effective. The deal management method sounds like we are controlling the methodology. More importantly, our focus is to increase more time to communicate with the clients. I think that is what's more requested by this M&A market, which are changing a lot. Once we receive the seller positions, and then we get the buyers, and then we have top meeting, and the basic agreement, due diligence, and the final agreement.

Takamaro Naraki
Senior Managing Director, Nihon M&A Center

We have been maintaining and controlling these six stages throughout the journey. We have now revised this into 13 different milestones, including the kickoff meeting, also PMI. For the first time, deals, whether the PMI was fully informed or not. Also, the credit was confirmed properly for the getting loans. On a weekly basis, we go through all the checking milestones. Especially the new graduates and the new members joining us also have a better understanding of this whole process. I am feeling that they have a good understanding right now. In a good sense, we went through a major change in this industry. Now we are catching up with these changes. We can be confident about that. Thank you. The next question. This question is about usage of AI and data.

Where do you think you are better than your competitors in terms of data internally accumulated and your future data acquisition? Thank you for this question. This question covers a very important point for us, especially for the coming three years or five years. This is going to be the area where we're going to make a significant gap from our competitors. By using AI, everybody will be able to obtain data that's around in the society. As long as you ask the right questions to AI, AI will go through all the information around in the world, for example, all the homepages and other kinds of websites. They are all covered by AI, and then AI gives you answers. Here, it's quite difficult to make a difference from our competitors.

On the other hand, when it comes to internal data, which our competitors cannot use, this is where we can make a difference, meaning that every day, about 700 employees, they visit two customers per day. That means 1,400 customers are visited every day company-wide. For all business negotiations, we do not record all of the negotiations we are having. If we start to record every single business negotiation, we will be able to record 1,400 negotiations, which is like 28,000 per month. That is the level of raw data we will be able to collect in the future. These kinds of data include strategies of various companies, situations of various industries in various regions. This also includes data about concerns of sellers and also synergies across different industries and information about troubles, issues.

All these kinds of information will be able to be collected by our 700 members. Compared to the kind of company with only seven employees, we'll be able to collect 100 times more data. We have already started this kind of action. We are ahead in starting data collection. We have 700 people who can collect data every day. We have enormous volume of data of various regions, various industries, various companies. In three years or five years' time, this is going to lead to a much better quality number of matchings and education and so on. Next question. Even in a midterm period, the performance is expected to stay sluggish. However, you have an accumulated retained earnings. How about providing dividend, not as a special dividend, but instead a long-term dividend?

Operator

You could conduct share buybacks if there is a change to the corporate law in the future. It is going to be usable when conducting acquisitions outside of Japan. How about considering conducting share buybacks? Thank you for the question. Yes, exactly as you said. All these are in the scope of our studies. In terms of guidance for the midterm plan, we set conservative guidance numbers. Including myself, all the senior management are not necessarily satisfied with the guidance set in the midterm plan. Once Nihon M&A Center started to accomplish the growth as it should be making, then in the near term, we want to implement these actions even during this midterm period. That is what we are hoping to see.

Of course, if this current week performance continues, then of course, we have retained earnings instead of a special dividend, but more like an insured dividend will be pursued. I still have a big hope. That is why we want to set it as special dividend. You might say, "Oh, no need for special dividend anymore. You have grown this much. You have generated this much profit." It is okay to maybe 60% organic payout ratio would be good enough. That is what we want to show as an ideal image of the company. When it comes to share buybacks, we are proactively thinking about the possible share buybacks at any times. If there are the right opportunities where we can feel the best benefit, then we want to consider conducting share buybacks then. It does not mean it is okay to conduct at any time.

Based on our experiences, the scale of our share buyback is not that big. It is always about JPY 5 billion-JPY 10 billion. In Japan, there has been the boom of share buybacks in Japan. A large amount of share buybacks are conducted. We really need to figure out the right timing to conduct the share buyback. If we find the right timing, then we will be proactively conducting share buybacks as an option. Thank you very much for your advice. Next question. What is new about the new channel system, the new organizational structure by mission? The new structure does not look very different from before. I would like to ask Takeuchi-san to address this because this is an initiative led by Takeuchi-san. Thank you very much. This question captures the essence of Nihon M&A Center. About the steel channel system, this represents who we are.

We have had 10 channels. Until last fiscal year, we had five divisions or one sales head of the Sales Headquarters used to supervise everything. From last year, we introduced 10 channels. Each channel top has mission. Each channel does activities in a mission-driven manner to support the growth of customers. This is the new way that we have been operating. For example, accounting offices, which is part of our foundation. Kami Ebisu-san is the head of this accounting channel. What is most important for him is the CPAs at the accounting offices to grow. He is considering what is needed to support their development and growth. For example, per head is quite limited for accounting offices. M&A can be used as their product for them to improve their performance. Our head is considering how we can help them on this point.

Takamaro Naraki
Senior Managing Director, Nihon M&A Center

For example, for Mitsubishi Bank, what kind of corporate culture they have. New members should also understand the rules in thinking about what we can do to support their, the bank's development. It is like Drucker's theory of trying to think about what customers need. In a similar way, we are applying a mission-driven approach. We have various missions, and we act to achieve missions. For example, we receive sell-side orders, and we also break down what are required of us from our customers. By achieving each mission, we have been growing in sell-side and buy-side mandates. We are seeing actual concrete results, and we would like to continue to reinforce this kind of mission channel system. Next question. Among all the transactions closed, how many were large transactions, and how much was the direct deals, the sell-side deals? Thank you for the question.

The transaction of JPY 100 million are increasing year by year. Last year on year, it increased by 51% compared to the previous year. When it comes to transactions closed, in 2024 full year, we had 79 transactions closed. For the sell-side deals, the direct ratio of the sell-side transactions. In 2024, for the full year, 36%. The 64% came from network, and the direct deal for 36%. In 2023, it was 38%, so it is down by two percentage points. We need to apologize that we are almost reaching the planned end time for the session. The next question is going to be our final question we take today. Various leading indicators continue to be favorable. From when can we expect year-on-year improvement in the number of transactions closed? Thank you.

The number of transactions closed in fiscal year 2024, we had an improvement in sell-side and buy-side to be 1,078. In the new fiscal year, we are going to exceed this result. We are going to make sure we will do better than the fiscal year that just ended. Takeuchi-san, what would you say? Yes, we have the resolution to exceed this result. As we have been explaining, we need to understand better about the reason why our number of transactions closed got less. Simply put, there was some time, especially in Q3, where we struggled to understand why the closure is declining. We have been managing data, and we also have been visiting customers to actually understand what is going on. We have been analyzing more about what is going on internally. That has become the base of what we have announced this time.

Now the cloud is cleared. Now we have a better idea about what we have to be doing. Going forward, we will just implement what we know we have to do. In this way, I am confident that we'll be able to give concrete, better outcome. Our field people are doing their best. We would like to do our best to meet up to the expectations from investors. Thank you. We have to apologize that we have reached the end of this session. In June, I plan to visit the US on IA Roadshow. In November, I'm going to visit Europe. Also, we welcome web interviews, one-on-one meetings as well. We welcome those occasions. Please continue to monitor how we do.

Operator

In FY 2025, we would like to make it a year where we can give clear signs for the regrowth, another growth. Thank you very much for staying with us till the end.

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