Nihon M&A Center Holdings Inc
TSE:2127
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Nihon M&A Center Holdings Inc
Earnings Call Analysis
Q1-2024 Analysis
Nihon M&A Center Holdings Inc
In the fiscal year ending March 2024, the company experienced a mixed bag of achievements and challenges. The President expressed content with the closing of 230 transactions, showing an annual increase and highlighting a boost in employee morale. However, he conveyed concerns over reduced average revenue per transaction and unsatisfactory ordinary profit of JPY 1.640 billion. A plan was set to improve performance in the subsequent quarters.
The company is escalating its hiring efforts, aiming to onboard a total of 130 people in consultations, with a special focus on attracting high-quality graduates who can contribute significantly within two to three years. Though increasing the number of staff is not a priority, fostering talent and maintaining a balanced direct-to-support staff ratio is seen as key for sustainable growth.
Investors were reassured of the management's dedication to providing a stable return through dividends. The company resolved to maintain at least a 60% payout ratio and projected a dividend of JPY 23 for the year, marking a current payout ratio of 77.3% from a total of JPY 7.6 billion in dividends, underlining a strong investor-focused approach.
The President cited a sluggish stock price of JPY 1,113 and a market capitalization of JPY 375 billion as areas that require attention. Plans to revitalize shareholder value included personally led IR roadshows targeting a long-term raise in foreign investor participation.
The company outlined plans to generate 40% of revenues in the first half and 60% in the latter half of the year. The long-term strategy includes achieving an ordinary profit of JPY 30.5 billion by March 2028. To reach these goals, improving productivity through digitalization, shortening lead times affected by COVID-19, and enhancing training programs were highlighted as crucial steps.
Innovations like the online M&A support platform BATONZ and IPO support from Tokyo per market have been contributors to the company's upward trajectory, with BATONZ closing approximately 100 transactions monthly, and 71 contracts gained for IPO consultation services, further demonstrating the firm's robust engagement in the M&A space.
Through a pioneering joint venture with JUROKU Financial Group, the company aims to combine M&A expertise with local insights. This strategic move not only anticipates a profit increase but also serves as a hopeful model for revitalizing local economies.
While an increase in lower-value referral transactions impacted gross profit margins, the company anticipated a stronger performance later in the year, buoyed by high-value transactions and a backlog of large-scale sell-side mandates. On the recruitment front, despite concerns over consultant turnover, strategies were in place to bolster the workforce with valuable new talent.
The company addressed previous compliance incidents with the enforcement of strict disciplinary measures. These actions included dismissing affected employees, aimed at ensuring the integrity of the organization and its commitments to stakeholders. Efforts to recover from the aftermath were expressed with sincerity and determination to maintain high business quality and compliance standards.
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Good afternoon, everyone. Today, we are holding the online IR presentation session for the fiscal year ending March 2024. Thank you very much for joining this session. I am the Representative Director and President of the company, I am Miyake.
I am Senior Managing Director of the company. I am Naraki. It's nice to see you.
Back in June, we held Annual General Shareholders' Meeting. Thank you very much to the shareholders who joined our shareholders' meeting. We believe that we were able to end the shareholders' meeting with a good atmosphere, and we received many positive questions. We appreciate all of them. And today, we are broadcasting this session in both Japanese and English languages with simultaneous interpretation service.
Starting with the purpose of our company is to bring the optimal M&A ever closer. This has been the foundation of our company management. To us, the optimal M&A is about M&A with highest level of compliance, customer satisfaction, and business quality. We aim to realize the high level of the standard from these 3 perspectives. For the fiscal year that ends March 2024, the first quarter ended in June and today, we would like to share with you how we did.
Today, I am going to give you the overall summary. And then after that, Naraki-san and I will take your questions. About questions, the questions can be not only about our actual results, but it can also be about our general industry market in the future of the market as well.
Starting with the results of the first quarter, the number of transactions closed was 230. Just like in the fourth quarter last fiscal year, year-over-year, this number increased, and this is good news for me as well because the number of transactions closed is about the motivation and passion of our employees. So this number is improving, which means that our company's employees' morale is increasing and improving. However, the sad news is that the lower average revenue per transaction, and you can see the number here. And ordinary profit, the ordinary profit ratio is not good. It's JPY 1.640 billion. And I know that this level is not satisfactory for you, and we need to apologize for that.
We have second and the third quarters ahead of us, and we're going to recover in those upcoming quarters, and we are going to deliver on our results, which will be better than guidance, and that's how we are planning to do in the future. And the number of transactions closed is a major KPI for me as well. It's because, as I said, it represents the motivation level, the passion level of our employees and the number of transactions closed also indicates the level of the unity among our employees. When this number increases, we can improve the average revenue per transaction and that's how we can improve sales and ordinary profit.
In the last fiscal year fourth quarter, we closed 296 transactions, which was a record high and this time, in the first quarter, year-over-year, we showed a good increase. In the fourth quarter of the fiscal year ended March 2022, incident came to light. And then we took actions including actions to employees and that was the worst period for our company. And after that, from the first to the third quarter of the previous fiscal year, we did many things, including recurrence prevention measures. We also switched to compliance forecast management. We also started to generate an improved sense of unity among employees to improve the motivation level of our employees. And that's the direction toward our -- that's the direction for our efforts. And as to the Unity of employees, the first quarter this time, in the fourth quarter, we believe that we have fully implemented and generated results.
To look back on how we did have in the first quarter, the number of transactions increased, as I said before. However, average transaction value continued to decrease, which led to lower sales and also, our sales activities started to change with the changing classification of COVID. And that has led to the improved motivation level of employees. And thanks to these -- the synergy between these 2 factors, we did more sales activities. And also, we were joined by many new employees. The new graduates and midcareer people, which led to increase in cost and ordinary profit ratio also declined. However, there were some positive factors, meaning that we invested for our future which can be a good thing.
Number transactions closed was 230, year-over-year increase of 1.8%, but revenue was JPY 8.246 billion or 9.1% down year-over-year. And as to cost of sales, cost of sales increased by as much as 14.4%. The reason for this increase is related to the increase in referrals. We are seeing huge contributions from our network. For example, referrals from accounting offices, local banks, et cetera and this itself is a good thing. However, this has led to an increase in referral fees and that also impacted our gross profit, which declined by 24.5%. And SG&A expenses, this includes IT cost, which increased and SG&A generally increased. And also ordinary profit ended at JPY 1.640 billion, which was down by 54.2%. However, we are going to catch up with or do even better than the guidance from the second quarter onward.
And we have some concrete measures in place to overachieve guidance. First of all, on the sales front, we have been strongly implementing direct sales activities. We have been holding large seminars at about 70 places nationwide and also, we have regional forecast seminars. And we also have new sales general managers as many as 15 people, and we have been educating these new people. And also targeting employees who joined our company in the past 3 years, we have been developing these people, so they will stay with our company. And we promised with shareholders that we will educate them so they can start to contribute to our company as early as possible. There were 2-in-1 selling in pairs system and also sales-wise, it's important that we raise average revenue per transaction. And we are starting to see the results in mandate number.
However, to increase the average revenue per transaction, it's important that we gain more mid-cap projects and to do this, we established a new department from April, which is called Center for Growth Strategy. And at the same time, very small companies have been handled by our group companies, and they are handled online. And this is also a part of our effort to increase average revenue per transaction. And also, we have completely stopped to increase or add indirect personnel. And also SG&A, we would like to tightly continue to control SG&A expenses. For example, facility cost or building related costs, we have frozen activities on cost around facilities following the floor area increase of Osaka branch in May.
But we have a very bright news. It's that new transaction negotiations. We have sellers and we also need a buyer. And between these 2, negotiation starts. And for this type of transactions, where negotiations have started between the 2 parties, we call this number -- the number of new transaction negotiations. And this number increased by 36% year-over-year; from 215 in Q1 last year to 292 in Q1 this year and also large mandates from the last fiscal year, we have been addressing to increase large mandate number to increase the average transaction value.
And in the last fiscal year, the number of 66 in the first half, but mid-cap, this fiscal year, the number almost doubles to 103 this fiscal year. And these 2 indices show a very bright future for our company and for your information, the threshold for the second index is the new mandates from which we can expect a success fee of more than JPY 100 million. And also profit ratio has the margin has been going down from the increase in headcount and the mainstream market activity resumption. But on direct fee direct cost and indirect cost, we are going to control these costs more tightly and strictly than before, so we can improve margin.
As to our balance sheet, we believe that our balance sheet became even more healthy than before. This time, we did buyback and as a result of the share buyback this time, loan increased by JPY 7 billion because we did buyback of JPY 7 billion. Our borrowing increased by JPY 7 billion and this is from our main bank. We want to support them, and we did share buyback. And as a result, our treasury stock increased last time, JPY 5 billion; this time, JPY 7 billion. These are the amount of our share buyback. And as a result, ROE lower than 20% in the last fiscal year, I believe. But if we go with this space and if we can generate the profit level in line with guidance, then we should be able to have ROE of about 22% which will be a very good structure. It is necessary that we keep at least 20% ROE.
And the most important index is that a number of transactions closed and the new mandates number. As I said, the number of transactions closed increased from 226 to 230 this time. However, the sure is related to sell-side mandates. It did not increase significantly. There was a 10% decline from around 310 to 280. And also this is just a first quarter number so this is not a concern for me. But in the second quarter, it is necessary that we add more sell-side mandates because that will be the basis for our future results. So in the second quarter, we are going to address this with the focus.
And as to recruiting activities, we have been proactively conducting recruiting activities. This fiscal year, we plan to hire a total of 130 people in the consultant segment, including new graduates. We are very fortunate that our company has been very popular, especially from new graduates and we have been hiring very high-quality talent, especially from new graduate section. And these people can develop in 2 to 3 years' time, and they are going to contribute to us, significantly.
For more than 10 years ago, maybe from about 16 years ago, we started to hire new graduates and they are making very huge contributions to our company. But recently, we see a further improvement in quantity and quality of the performance from new graduates. This indicates that M&A industry has become a very popular industry in terms of recruiting or the industry to get the job for new graduates. And also, we are gaining popularity in the mid-career hiring segment as well compared to boutique M&A intermediary houses. We are not struggling. I would even say that our company, you find it easy to hire mid-career people. The people who graduated from top level university and left good results at top-tier companies, these people when they think of switching their careers and starting to do M&A-related job. I think there are several points that they consider and one is which company to work for and many people should want to work for a leading company in the industry. And also, know-how and good education system should be in place. For these people, I believe that they want to join a company with good education system where they can start to contribute to the company very immediately and I believe, I, or our company, satisfies these 2 thresholds.
However, for staff, we do not plan to increase the number of staff significantly because we would like to improve the direct staff or in direct and indirect cost ratio gradually. As of the end of March '23, direct staff member was 57% of total but this fiscal year, at the end of the first quarter, the ratio is 58%. The improvement is by 1%.
Let me talk about the dividend. We are planning to provide JPY 23 of dividend this year as well. At the same time, of course, the payout ratio will be kept over 60% up until the completion of the midterm business plan. By providing dividend in a proper manner, we hope that we'll be able to satisfy the expectation of shareholders. This is the dividends and the payout ratio. Please take a look at the left-hand side. This is to show the total dividends, bar chart shows the total and the line shows the payout ratio and currently, we are providing JPY 7.6 billion of dividend, which is a 77.3% payout ratio. So we are committed to keep at least 60% of payout ratio.
Now market capitalization, it's been very sluggish so we have to work very hard to bring this up again. Today, our stock price was JPY 1,113 and I'm not watching the stock price of ours all the time but currently market capitalization is about JPY 375 billion. So we would definitely work harder to bring it up for shareholders. Now this is the situation of share ownership. There are foreign investors ownership accounts for 42.7% and individual shareholders is supporting us very much. Currently, there are about 60,000 individual shareholders. However, the foreign institutional investors or fans who would hold our shares for a long time and should be persuaded to purchase our stocks to increase our market capitalization.
Therefore, we are planning to in-house our IR road show activities. Of course, at the event like this one to announce business results, we always use simultaneous interpretation so that we can communicate the content globally. And in June, we visited New York and San Francisco to provide IR meeting. Over the 3 days, I had 22 meetings so my schedule was fully packed for which I was really appreciative. In November, towards the end of November and December, I'm planning to visit Europe, London, Edinburgh, Paris, and Switzerland. I'm going to have the meetings with investors to talk about our current status as well as the future in those places. And we are going to strive to gain more percentage of foreign investors who would hold our shares in the long term.
We made this announcement already at the business results as well as the shareholders' meeting, but our plan is to generate revenues, 40% of revenues in the first half and 60% of the latter half. And as for the midterm business plan by the year ending March 2028, we planned to generate JPY 30.5 billion of the ordinary profit, and we have to make sure that what sort of scenario should be implemented to reach or go beyond this target. With that we definitely need to have higher productivity and to have also recruitment of excellent people, training, and digitalization are also essential. We have to have better productivity by digitalization and the lead time since we received the mandate to have some completion has to be shortened and that definitely contributes to the higher productivity. And because of the COVID-19 and other factors, our lead time has become longer so we are now operating so that we can shorten this lead time as much as possible.
So for training for our business growth, as you can see, we have the layout trainings and for DX strategy, from the consultation until the completion of ceremony completion, we utilize digitalization in each step. As to related activities, we would like to start by talking about contribution from BATONZ and TPM IPO support. These are categorized and included in other revenues, which increased -- it increased by -- it is 121.2% of what it was a year before and I believe this is a very solid result. The online M&A support platform BATONZ is enjoying increase in the number of transactions closed. On a cumulative basis, 4,395 cases were closed on a cumulative basis. Roughly speaking, on a monthly basis, about 100 transactions have been closed through this platform. So I'd say that this platform has been contributing very significantly and 240,000 people are registered on this platform.
And also, Tokyo per market providing listing support has been quite successful. Go Public is doing analysis and providing consultation before receiving money. And so far, we have gained 71 contracts and this is a starting point of getting advisory agreement. And then from that point onward, our listing companies start to be born. And even after the listing, in June, Waka Manufacturing got listed. This is a company that manufactures electronic components such as high-frequency connectors. This company got listed recently and also, there is the listing change to the growth market from TPM. And in fact, Bridge Consulting Group, which is the company that we have been supporting did that exactly. In May 2022, this company got listed on TPM. And then in June this year, this company was listed on TSE growth market. In this way, we would like to rejuvenate the entire Japan by creation of stock companies, and we would like to contribute to the rejuvenation of the entire Japan and local district as well.
Now topics of features, JUROKU Financial Group in Gifu prefecture, the regional banking Gifu prefecture. And we started a joint venture company together with this bank, and this is the very first joint venture who is specialized in M&A with the regional bank together with the M&A intermediary company. And this is the very first in Japan But I also think that this is a few. There are also a few examples in the global market. So we provide M&A knowledge and expertise while JUROKU Financial Group provides local information. By putting them together, we believe that we'll be able to maintain as many companies as possible. Among financial institutions, this has been discussed very much and some banks and regional banks would like to visit JUROKU bank to learn about that. And of course, it would contribute to our profit increase as well as the regeneration of low economies, and I believe this was a very good success case.
And I touched upon this earlier, but we would like to broaden the customer base. If we do that, when we do that, we sometimes lose the transaction value. So in order to increase the value transaction, we started this new Center for Growth strategy development to acquire mid-cap companies. And by doing that, we can also help the disposal of subsidiaries and business carve-outs of listed companies. When listed companies would like to divest unprofitable businesses, we can also support that and both of them have seen a very steady increase of mandates. They haven't contributed to transaction value increase, but I believe that they will start contributing a great deal starting the third quarter of this fiscal year because we have already acquired mandates. So what we now have to do is to provide proper matching to lead to completion.
Now the face-to-face seminars. First, seminar since 3.5 years ago because of COVID-19, and we couldn't have similar and after that, because of the misconduct or the incident, we held -- we didn't really hold even online seminars. And this real seminars our identity, and we could resume the seminar at last. And we already have over 1,000 participants face-to-face spaces, and we have already have an application now from more than 3,000 people on the web seminars and they all lead to mandates. This sort of real or seminars are really active and passionate. I hope many of you would have a chance to participate once or twice. You can actually feel that our company can grow and expand our business by participating in these seminars.
We have now 3 funds, but Japan Investment Fund working together JB -- DBJ. And from this fund, we executed 2 exits. One is that company called FUJIBAMBI in Kyushu, Kumamoto Prefecture. This is the confectionery manufacturer that is known to everyone who lives in Kumamoto Prefecture. And Higin Capital and Japan Investment Fund acquired this company or made investment, and we made the growth strategy. And they finally recorded highest sales and profit, and we disposed sales to Kyushu Railway Company. It was covered in a very big manner by local newspapers and magazine and industrial journals and probably that was the largest coverage we had in our M&A business. And another exit was the company of Shimano, called Shimano Co. LTD. And as you can see, our fund is growing very well.
And another fund of ours is Search Fund Japan, where we select some of the young starters and then we help them purchase companies. In the United States, this is one option of business succession. However, in Japan, there are only 3 companies, which is Yamaguchi Bank, and ourselves, and Nomura Securities who would -- who are doing that. And this is the area of future growth. And we created a second fund, and in that, we made the first investment to support Mr. Tanaka, a searcher, and he purchased the Theon Japan who imports and sell golf simulators. The PMI, post-merger integration, is being done very smoothly and we expect this business will grow very much.
And another topic is that we were selected as constituent of JPX Prime 150 Index. We were recognized as the high ROE as well as the future potential for growth. I think these were the criteria where we were selected, and we are very pleased to be selected, chosen in such a well-known index, and we are committed to work harder so that we will be selected by, for example, pursuing ESG activities or the inclusive operation or as well as the ROE increase. So we will try very hard to meet your expectations.
That is all to cover the business results of the first quarter of this fiscal year ending March 2024. And now I'd like to take questions.
Thank you very much for your explanation. Now let us move on to the Q&A session, please. We take your questions using chat function. Due to time restriction, we may not be able to cover all of your questions.
Now we will start taking your questions. First question, is it possible to achieve the guidance of your first half sales and OP, operating profit? And what's the level of your confidence so far?
Thank you very much for this question. For the first half from the beginning of this year, we knew that our first quarter will not be a good quarter so this result is not a news to us. And that's why we had made a conservative plan of 40% contribution from the first half of this year and based on the current results, we have enough confidence to achieve the plans for the first half, and we have negotiations with both seller and buyer where negotiations has already started. And this is what we call pipeline and the number of pipelines or the companies who started negotiations, we have enough number of such pipelines and enough amount as well. So by closing those pipelines, we should be able to achieve the target with the confidence.
Next question, regarding the forecast of the number of transactions, when can we expect to exceed the level of first quarter from the second quarter or the second half?
In terms of the number of transactions, I believe that the number will grow in the second quarter. And starting the third quarter, I can expect even faster growth. And even in the second quarter, unless we have an increase in number of the -- which exceed first quarter, we won't be able to achieve the target of the first half. So this first half, 40% concentration as well as for revenues as well as the owner profit, we have to make sure that we have a transaction closed to achieve that.
Having said that, I think the higher growth should be happening in December. We always have this peak of transactions closed in the third and fourth quarter, and that's how we plan our business.
The next question, gross profit margin for the first quarter looks lower than the past several quarters. Is it because of the lower top line level? Or is it because of the increase in referral ratio among transactions closed?
Thank you very much for this question. This is the most important question, I would say. As you say, in the first quarter, gross profit was low somewhat. And as to the low gross profit, this is related to the significant increase in the number of referrals we received. The referrals ratio out of the total transactions increased from 54% to 63%, but rather direct transactions decreased from 46% to 37%. Therefore, number of transactions-wise, referral increased from 62% to 73%. And on a value or amount basis, the increase was by as much as 20% increase, but direct, the transaction-wise decline of 19% or on a revenue basis, decline in 26% for direct, and this impacted gross profit.
But this is not the news to us, we knew this would come. When we reported the previous year's financial results, we said that the network contribution has been very solid from accounting offices, local banks, major banks and securities office firms, these contributions are getting larger. And we also established this joint venture with JUROKU financial group and in this way, we have been planning new things. And also, last fiscal year, there was an incident or following the incident, direct mandate team and mid-cap team had many people who became the target of actions and the organization was somewhat corrupt. And also for planning for direct mandates, seminars, direct mails and other plans have to be suspended temporarily. And smaller contribution from direct impacted our gross profit and gross profit margin, but we have resumed such activities. And as a group, we can say that we have perfectly come back to our previous date. And towards the latter half, we should be able to start to see the actual results, the contribution from this. Naraki-san, what do you think?
As the President said, I agree with what he said. The increase in the referrals' transactions closed, 3 referrals. This fiscal year in March '24, referrals, ratio increased from 51% to 63% on a value basis. But as to the transaction number basis, there was an increase from 54% to 63% on a value basis, on a transaction number basis. This has led to a higher cost ratio impacting negatively on gross profit margin. And as to our actions, the accounting measures were explained already. From the second quarter onward, during this fiscal year, we should be able to start to see the positive effect from such countermeasures.
Next question, transaction value seems lower than your expectation. Since the departure of your mid-cap team a year ago. Can we expect transactions values, full-fledged recovery from the second half? What do you think about this risk?
Thank you very much for very important question. I always say, the biggest number of disposition was from this mid-cap team. And so the programs for mid-cap companies, we call it dialogue, [Foreign Language], so we have a direct communication with me and the President of mid-cap companies had to be held. But we knew that transaction value would decline because of that, so since fall last year, we started, we resumed the seminar, and we enhanced this activity since this April. And as a result, if you can see on Page 6, the number of sell -- large-scale sell-side mandates is increasing steadily. Last year in the first quarter, the one -- more than JPY 100 million success fee accounted for 66 deals, but this year, it increased to 103 cases where we could gain more than JPY 100 million success fee and this is just about one quarter. So the outstanding number of mandates is increasing and this backlog or outstanding, it will be closed in the second half for sure. So in the second half of this fiscal year, you can expect a full-fledged recovery.
The question was about my thoughts about the transaction value. We cannot increase the transaction value. We will be in trouble. And although we increased the transaction value -- I mean, I'm sorry, transaction number, we have to really have a good mix of mandates, and that is incorporated in our business plan. If it is unsuccessful, we would have to close more transactions and carve-outs of listed companies the business to support carve-outs of listed companies very steady and strong. And I think we can compensate the risk factors with this area of support of carve-out of listed companies. But anyway, we are making a very steady and robust organizations. And as you can see, the increased number of new large-scale sell-side mandates, we are confident that we can have a transaction that increase in the second half.
Next question. I believe that the number of consultants decline in net in the first quarter, excluding the contribution from new graduate. I assume that 30 to 40 people left in the first quarter. What do you think about the statement of having many people leaving your company? And also, if you could give us more detail, that would be appreciated. For example, multiple managers left from industries-focused department.
Thank you for this question. Naraki-san will first give a comment about this question.
Thank you for this question. I can give you some numbers related to this. This person's assumption is basically correct about consultant number. In the first quarter, 60 people joined in the first quarter, in terms of consultants. However, 32 people left, 32 consultants left and there were 2 people who were assigned to different departments.
Thank you for sharing with us the numbers. About turnover rate, we have always been monitoring the turnover rate. First quarter tends to be a quarter that tends to have a high level of turnover rate. There are people who leave our company after receiving bonus and also there are people who receive incentive based on the previous year's results. So first quarter, traditionally, has been a quarter with relatively many people who leave our company, which I do not think is a good thing. However, there is no particular difference to this quarter or this year. For example, particular people who received actions or a particular department with relatively many people who left the company. We don't see such special factor this time. We see people who live from various age brackets and various experiences. So I think that the general trend about people who leave our company is in line with the normal trend.
Please tell us the number of large-scale transactions in the first quarter? And when do you expect the increase of large-scale transactions to start?
Thank you very much for the question. We call the ones with more than JPY 100 million is called large-scales, then we had 8 in the first quarter. And mid-cap mandates are going well. So starting in the second half, well, we cannot really expect us a fast increase from the second quarter. As I explained when I announced business results as well as at other IR meetings, we can expect this increase of large-scale transactions from the second half.
The next question, people who received actions switched to your competitors or started new business? What is your company's stance toward people who received actions?
Thank you for this question. About our company's action, we took strict actions, we made strict actions and also, we have to dismiss 5 people, which was a very unfortunate event. However, when incident happens, it is necessary that we not only identify the root cause, but also, we need to eliminate the root cause, and we also need to change the culture of our company. When we do not take actions to many people, there is a smaller drop in sales results. However, we need to be fair, we need to be strict in deciding the content of actions. And we took actions of more than 80 people.
As a result, we have to ask some people to leave our company, but also there were people who received our actions such as demotion and some of them left our company. And this was quite notable in 2022. There are also people who started to do his or her own business. Not many people have switched and moved to our competitor, but there are people who started to do their own business and who went to different industry.
And about the people who left our company regardless of whether or not we took actions to them, we have been strictly and tightly controlling information. For example, we imposed restrictions on information access, and we check that the papers printed out and also we have been monitoring the laptop activity log. And also we made arrangements so that the people who leave our company leave memorandum documents.
And about the mandates or project that we can say are in gray area. We have been communicating with people who left our company using attorneys. And with many people, they left our company on a positive note and have joined other companies. That's how I think. Naraki-san, is there any addition to my answer?
Nothing in particular. Thank you.
Next question. Why are you increasing the support staff? You explained that you increased by 42%, it's the same level as the increase of consultants.
We have completely stopped hiring support staff but those who had already received the acceptance from our company joined. So those who received acceptance from us about 4 to 6 months ago, they joined with us in April. That's what's happening. And of course, the ratio between this direct and indirect staff will be rectified with determination.
The next question, why is it that you do not revise your guidance, be it first half guidance or full year guidance despite low progress rate in Q1?
Thank you for this question. This is also a very important thing that we should clarify. Today, we had an executive meeting about the result of financial results. And we had discussion about this point at that meeting. As of now, we have pipelines and negotiations going on. And considering the current level of pipelines and others, we are not in the stage to need to revise our guidance because we still have confidence to achieve our guidance. But given the circumstances, it's necessary that we start to assess more strictly about ourselves and this is a point that was raised in that management meeting today.
For example, when forecast information is provided from Sales General Manager or the Head of Sales, we need to see the achievability, the feasibility of that guidance more strictly than before. In the case that we do not achieve the guidance or in the case that we need to lower our guidance or revised the guidance lower, then we are going to make announcement and we are going to monitor the situations in a more timely manner and also in a more strict manner. But so far, we have just announced the result of the first quarter, and we still have a good level of confidence about achievability of the guidance. And as of now, we do not have a will to revise our guidance. Naraki-san, anything from you?
As to the possibility of revising our guidance whether upward or downward division. The newly calculated forecast is compared against a certain threshold and that's how a revision is decided to be announced. And 10% or more in sales or 3% or more in sales gap is needed to revise guidance and at our company on a monthly basis, we have been tracking the forecast for the next quarter on a monthly basis at our company. And at the end of July, based on the sales forecast, we have calculated the forecast of sales and profit. But so far, we have not reached the threshold that I have earlier mentioned. Going forward, we will continue to calculate the new forecast numbers. And when that forecast number deviates significantly based on the threshold, then we are going to make announcement in an appropriate manner.
We are taking your questions on chat so please ask your questions. The next question, despite the increase of referrals, the number of transactions was below the expectation. Is this short time trend or will it last for a while? And what is the progress to achieve the midterm business plan?
Thank you very much for your question. In terms of the number of transactions, I believe the current trend is tentative. The total phase has lapsed by one quarter. That is my impression. To show you this chart, can you show refer -- in the past, as a normal cycle, at the top. This is the normal cycle. So in the first quarter and second quarter, through third quarter, we keep a good number. And then in the third quarter, when we have December, we always had a peak. And we usually achieved the annual target in December and we just used fourth quarter as a buffer as well as for preparation for the next year. For example, doing matching or cultivating more mandates. So that was the cycle because M&A deals could be easily lapsed or delayed. If it is a merger between listed companies, then the Board will make decisions. So it's not usual to delay or in completion.
And that will, usually, in our business is a small companies and buyers are usually mid-sized companies. So although they promised that they're going to deal the transactions, when the time approaches, for example, towards the end of the year, if the completion date is set, then some people could come to us and then, "can you wait until into new year?" And even on the side of the buyer, they could say that, they were planning to purchase the company in December, but because of the shortage of manpower now they want to buy it in January. So this happens. So that is why if we set March to complete our target, we often can't really achieve that. So that is why we always try to achieve the annual target by the end of third quarter and use the fourth quarter as a buffer.
However, we had the incident misconduct. And 2 years prior to that, in March, we had a disposition people in last year's first quarter, it was right after the disposition and the employees' engagement was very low. So that's why I conducted dialogue seminars, 50 rounds of those to have communication with employees. So during those times, we couldn't really do the full operation. And after the recovery starting the second quarter of last year, we started to pick up the business through the third quarter and fourth quarter. But what happened last year is that our second quarter was our ordinary first quarter. So that means this year's first quarter was more or less like the fourth quarter of last year in a significant manner.
So as you pointed out, the number of transaction closed was below the expectation and you would expect big jump in numbers. I agree with you, but from this sales cycle or sales activity cycle, maybe what's happening now is normal. And of course, we will try our best to bring this cycle back to the normal cycle. And in the second and third quarter of this year, the number of transactions as well as the transaction value should be recovered. We are very confident of the number of transactions because we had a very good progress in the fourth quarter last year. And we are also growing in this year compared to the previous year, although this was not as high as your expectations. So that is what's happening right now.
The next question, could you share with us the optimum breakdown of people who leave your company by layer that meets your personnel growth or development acceleration plan?
Thank you for this question. About our consultants, turnover rate in Q1 was higher than usual. But last fiscal year, FY '22, based on last fiscal year, 13.4% of the people with less than 3 years' experience at our company left, and for people with longer experience at our company, that turnover rate was 21.4%. And in total, the turnover rate company-wide was 16.3% for consultants. 21% of the people with more than 3 years' experience at our company left. This was a notable characteristics for the previous fiscal year, and that dealt a major blow to us. But we are seeing the development of the personnel who can supplement the shortage that's coming from this turnover, right?
Next question, in order to increase the number of new mandates. Do you consider the possibility to discontinue the retainer fee?
Thank you very much for your question. In our industry, we are the only company who charge retainer fee to receive mandates. We receive retainer fee from both sides because there are 2 reasons for that. One is that by receiving retainer fee, sellers' intention will be more concrete. The presence of small- and mid-companies once they put the sale and pay the fee, they are more determined.
And then we can be sure that this deal will be progressed. And we create IM, accurate IM, detailed IM, Information Memorandum, and we do the introduction properly, and we also conduct pre-digitalization to understand and identify the risks in advance. And by receiving retainer fee compared to our competitors, we can actually conduct these activities very strictly and accurately. And at the same time, we receive retainer fee from buyers as well. That is because when buyers are interested in several selling companies, the buyers are usually, casually just take a look, try to check out the selling companies. While selling companies presidents and owners are more very serious because they are now about to sell the companies that they dedicated for their entire life sometimes.
So when we put these both sides on the same forum, the succession or the conversion rate becomes very high and success rate is the highest with our company in the industry. That is because we always provide a trustworthy the deals with support and we always facilitate transactions, which makes both sides happy by having high succession fees -- success rate. And in order to achieve all these things we believe receiving retainer fee from both sides is necessary.
The next question. In normal years, the number of transactions increased significantly from the fourth quarter to the first quarter. Why is it that we did not have major growth this time?
To answer this question, this is related to what we earlier mentioned, the sales activity cycle irregularity this time. To close a transaction, the preparation that was done a year before, kicks in and leads to a transaction closure. There is a loan process, including that market value assessment, preparation of documents, and then in about 5 years' time, the matching occurs after receiving mandates. And then -- and the mandate is finally the transaction is finally closed. So there is the annual sales activity cycle and that impacts our number significantly. And because of the incident, we did not have the contribution of the first quarter contribution -- coming from the first quarter, and that has generated a gap or irregularities to our sales activities.
Next question, the hiring plan must have been already decided at the time of guidance formulation, why this profit progress is below the plan?
Thank you. This is related to the structure of our profit and loss statements. So Mr. Naraki will answer to your question.
It might be a repetition of what I've explain, but can you go to Page 5. As you can see, this should show the reason why the profit progress is behind our plan. So at the top line, the revenue declined and at the level of cost of sales, it increased because of the increase of referred transactions, and also SG&A is another factor. It's true that we already had a plan for hiring, but after the planning, we couldn't really control the number. We couldn't really reduce the total number of support stuff, especially. So with all these comprehensive factors, the income was behind the plan.
And as measures for that, IT expenses and others, the second line from the bottom, so the increase in number of HR, just the same as HR, sometimes this increase because of the sales increase, but we will try to avoid the unnecessary or unurgent initiatives and costs to focus just on the initiatives, which is necessary for next year's business growth. And at the facility cost at the bottom, we have frozen further investment. And in terms of the personnel, as I explained there, especially with the indirect staff, we will try to keep the current level of number, while we increase the number of consultants.
Compared to the first quarter of last year, you can see the consultants with budget was 52.9%, and over the past 12 months, we control the number. And we lost some of the consultants and -- but we continue hiring consultants, and for support staff, we will reduce -- we have been reducing the number. And at the end of this month, July, it would go up to 55% by 3 percentage points. So by continuous efforts, we would like to reach 60% as a first step. Thank you.
Let's move on to the next question. What fixed cost can you reduce to achieve MTP or midterm business plan? Or can you achieve midterm plan and guidance by reducing fixed cost even if actual sales growth is behind your expectations?
We need to consider how we can reduce fixed cost. This is a very difficult topic. We have always been considering how and what fixed cost we can reduce. But I can say that we are at the transitional period. For example, we have been pushing with digital transformation. And I believe that we are at the best state when it comes to digital transformation compared to our history. And we also have been considering many initiatives for the future. And as a result, digital transformation-related fixed cost. If we had to reduce fixed cost, that will not give us a good future. And if we reduce digital transformation related costs, on the short term, we can benefit from the cost reduction. But in the longer term, like in 4 years' or 5 years' time, it will hurt us. So we need to make meaningful upfront investment.
And so far, we have not spent unnecessary fixed cost. So it does not exist. But for example, for rent, it is possible that we reduce partial rent and give up partial space of our building because we have been implementing what is called free [ android ] system. M&A entails many activities that are conducted on-site at the customer site and also for IT people, the number of people who have been working remotely from their home is increasing. So in combination of the free [ android ] system and remote working system, we will be able to reduce the floor space that we use in the building can be reduced significantly in this way, we have been penetrating the usage of such systems gradually. And we have gained know-how about the effective use of free [ android ] system. And through this we should be able to reduce fixed cost by giving up and returning some of the floor spaces that we are occupying now. And the fixed cost that will give us a brighter future should not be cut back easily, but fixed cost, which will not contribute to us in the future should be reduced. So we have 2 strategies.
Could you comment on the turnover of your consultants over the past 3 to 4 quarters?
Thank you for the question. Mr. Naraki, please.
The number turnover per quarter is not in my hands right now. But last year, full year was 14.9% for full year; consultants, 16.3%; support 12.7%. And -- and compared to fiscal year 2021, 14%, it was 14%. And fiscal year 2020, 11.8%. So it was relatively higher in the last fiscal year.
Do we have turnover per quarter?
I'm afraid we cannot give you the number at this time, sorry.
Let's move on to the next question. Please give us the breakdown of sell-side back quarters of June by sales size?
Thank you for this question. About that quarters, more than 90% is from the companies with sales -- annual sales of at least JPY 1 billion. And as to our main target of JPY 100 million to JPY 1 billion, the contribution is 66.3% and as to less than JPY 1 billion -- JPY 100 million, 14.3%. This is the breakdown.
How many transactions did you have which were deferred to the second quarter? And what is the percentage between the delayed transactions due to the inappropriate documents for and a delay of payment?
Naraki-san, please.
We had total 17 transactions, which were delayed into the second quarter. The incomplete document accounted for 2 cases and the remaining 15 cases were due to delayed payment. And for 17 transactions on the B and BS, it accounted for about JPY 140 million was booked as the delayed contracts. So of the total JPY 413 million, JPY 140 million was booked under BS, and we couldn't really book as a sales due to the delayed payment.
The feeling of sales consultants in the first quarter is different from September or December because sellers are usually more aggressive and active in September and December, but it's not so active in the first quarter. So even people plan for the completion in June, they tend to easily delay those into July. So maybe that's what happened. Although, this is my impression.
The next question, please talk to us about the competitive landscape. Compared to your competitors, you seem to lag behind in business growth and recruitment of consultants. How should we understand the change in this competitive environment?
Thank you for this question. About the competitive landscape, our financial business growth and recruitment of consultants, we do not think that our, momentum-wise, we lag behind our competitors. But when a company has only 100 people, it's easy to grow by 20% to 25% compared to larger companies. For example, by hiring 20 people, you can say that the number of the growth can be as high as 20%. So when a company size is small, the growth acceleration is easier. However, it is almost impossible to continue to grow forever by 25% or 30%.
At some point, the growth rates slows down when a company grows. And that applies to our company. If you use percentage, 20% or 25% growth for a company of our size, is not easy. However, if we talk about transactions closed and head count, when we use such definitive words -- absolute numbers, we are growing and also not just that, we have foreign business. We have online matching business. And for these businesses, we have been growing by 20% to 25% in these relatively new businesses because they have just started, so they have been growing very rapidly. And also, we have been securing growth in many areas. But on a consolidated basis, we would like to meet your expectations with growth speed.
Next question. What is the progress on filling back open positions in your direct sales area or department?
Thank you very much. Yes, the progress is very steady. We are focusing mainly on the mid-cap team as well as direct sales team. But just by filling back open positions doesn't really result in the outcome. I think the actual programs are important. One is that we resumed the face-to-face seminars probably in about 70 places across the nation. And the number of direct mails, we held them up last year, but we drastically increased the number of direct mails this year.
And the spend on TV commercials, for example, if we place TV commercials in Tokyo area, for example, then the expand will be huge, and then our ordinary profit will be hit. At Niigata prefecture, by the way, it has a very good manufacturing companies as well as food companies and we doing TV commercials as well as seminars in Niigata prefectures to promote direct sales, not just by putting more people but also by having more programs. So with these 3 factors, we can expect a very good outcome.
The next question. I assume that your current sales capability under the current structure is not enough with the departure of your former core sales representative. I also heard that such former core sales represented moved to staff function. What is the intention behind this?
Thank you for this question. About the core sales representatives, it is true that in the last fiscal year, many of them left. The sales representatives who were with our company for more than 3 years, multiple of such members left our company, as I said earlier. And the people with more than 3 years' experience at our company, we call them as the middle range sales representatives. They are the people with solid know-hows.
So how we can utilize them best so they generate the best performance? And we think about which position is good, which department is good, considering their experience. In the last fiscal year, we had a significant decrease in the number of the head of sales or the sales general managers with demotions and departures of them. As we said in the shareholders' meeting, therefore, the number of sales representatives covered per department exceeded 20.
M&A is not an easy task. So it's not possible that one person oversees the -- all the sales activities of more than 20 sales representatives and that hurt our results. Therefore, last year, we put the focus on developing new sales general managers, and that has led to the new 15 or so sales general managers. And that has reduced the number of personnel covered by one head of sales or sales managers to about 15 or so. And now we can provide enough support to sales representatives under the current system.
One of the previously very successful sales General Manager in Osaka, was assigned to a different department doing process management. Process management is also a very important work and this is a staff function, as you say. But this decision is because we decided that by changing the assignment or the position of this person, we can generate better results as a company.
We are approaching to the end of the session. So the next question will be the last one. But which subsidiary are you going to focus to differentiate yourselves as integrated M&A company?
Thank you very much for your question. I really like this question. My vision is to create one and only integrated M&A global company, not just by matching and having deal, does not really grow M&A industry of Japan, and you cannot really gain the satisfaction of customers. So I assume that the industry will fade away.
So first, we have to be able to calculate their stock price of selling company. So, the Corporate Value Laboratory Inc. is our biggest focus and for the very first time in the world, we achieved to introduce a very simple evaluation of company's value by past track records. This is the compass and it's been combined together with the local regional banks screening system. And it's been distributed -- the result has been distributed to many companies to show how much value they have based on the track record of the past transactions. And that's very -- and we would like to pursue this kind of initiatives.
And another one, PMI is the area where we would like to put focus. PMI when somebody purchases a company, they usually do not purchase companies for investment, speculative investment, but they always pursue the business synergy to grow their business. Therefore, the completion of transaction achieves only 30% of the deal, you have to make the integration successful. And that's why we focus in PMI and Japanese people must be the least good at this PMI in the world, I suppose. And usually, we create 100-day PMI plan, and we follow that to make the PMI successful. And we also, by doing that, create a defect standard in Japan so that everybody could learn from that.
And next NAVY Inc. is also very important for us in the same manner. Of course, the buyer for buyers PMI is very important to get the synergy. However, for those who sold the company start the second life and the money they gained through M&A like JPY 400 million or something has to be maintained and managed so that they could be handed down to future generations. So I want these sellers to become legendary business owners - so legendary grandfathers through this next NAVY Inc. So that is why we create career stories for each seller at this time, just as you see in an article in a newspaper. And we created this company together with the Aoyama Zaisan Networks. And sorry, I wanted to talk more about our subsidiaries and the next-generation. Next step will be the fund time so fund is another area. But in order to differentiate ourselves from others, these are the 3 company subsidiaries we would like to put focus for the time being. Thank you.
Thank you very much for staying with us to the end. The first quarter was just closed. And I believe that the result of the first quarter did not meet your expectations. But we have many signs of even brighter future. And I have been managing the company this fiscal year with the confidence. I feel full of energy. For the second, third quarters, they are not going to be easy quarters for us but I am full of energy, as I said. So we will continue to do our best to meet your expectations. And we very much appreciate the questions. we received today. They were, in fact, very wonderful. We take them very seriously and at our business management meetings, we will once again go through your questions, and we are going to identify the right answers to them. And thank you very much for your attendance today.
[Statements in English on this transcript were spoken by an interpreter present on the live call.]