Nihon M&A Center Holdings Inc

TSE:2127

Earnings Call Transcript 2023-Q2

[Suguru Miyake, executive]

Good afternoon, ladies and gentlemen. For FY '22, second quarter, this is the earnings announcement, and we very much appreciate your participation. My name is Suguru Miyake. I'm the President and Representative Director of the company.

[Takamaro Naraki, executive]

My name is Takamaro Naraki, Senior Managing Director.

[Suguru Miyake, executive]

Today, we have a simultaneous translation available for this session. So we would like to take some small intervals in between. We will start with a review of the preventive measures taken in the first half. And this is something that I would like to report to you. During the first half, 9 different compliance activities have been conducted and first of all, we created the Compliance division. And secondly, we now have a CCO, Chief Compliance Officer. Mr. Takeda has assumed this post. And then various trainings have been conducted. And every month at the management's meeting, we conduct training and also provide training for the whole group of employees.

And fourthly, we have been looking at the number of whistle-blowing cases, which is increasing from April to September 6, 2, 2, 3, 5, 5. These are the number of cases, and this is trending in a positive way. In the past, there was hardly any whistle-blowing leading to delayed discovery of issues. Considering that fact, we believe that this is a positive situation. And after the CCO came in. The CCO and also Audit Committee members started dialogue with the senior management personnel, such as a division, general managers of sales and sales group leaders.

And the sixth item is now we have a strict new receivables accounting criteria. As a result, accounts receivable declined dramatically. End of June '21, we had JPY 4.6 billion. End of June '22, we had JPY 1.5 billion. So this was a decline from JPY 4.6 billion to JPY 1.2 (sic) [ 1.5 ] billion. And also at the end of September, it was first coming down from JPY 5.0 billion to JPY 2.3 billion.

We also introduced the new management meeting and ended the senior management meetings. So head of business and also senior auditors, CCOs are now included in the management meeting, which is held every Monday and extremely active discussions are taking place. Normally, we spend approximately 3 hours. And every time we cannot go through all the agenda items because the discussions are so active.

I already reported about teach-ins for all employees. So 20 in each team, 50x. I spoke directly with all the 1,000 employees, and this was done in April and May. And after that, we created a new corporate purpose and for each division and each individual, the purpose was defined. And we now will run the company based on the company source as well as corporate purpose.

Management strategy for corporate purpose. Our purpose is to bring optimal M&A ever closer. We connect thoughts, helping create a society in which M&A can be conducted at ease in Japan and then globally. Optimal M&A means that the compliance, client satisfaction and work quality at the top level.

In order to realize this, as of first of October, we now have a new organizational structure with 4 corporate headquarters. Optimal M&A requires highest level of quality. Therefore, now we have Strategy Headquarters, Sales Headquarters, Administration Headquarters as well as Quality Control Headquarters. This is new. So we are aiming at the top level of execution quality.

The thinking behind this is that, first of all, the consultants in the sales team, Sales Headquarters, would align with our clients and provide a highest level of customer satisfaction. And at the same time, from the time of advisory agreement until the execution, the Quality Control Headquarter, CA, CA is basically a group of experts, including lawyers and accountants, and they basically run side by side and commit at the highest level of quality.

Customer satisfaction and quality should be maintained at the highest possible level in order to achieve optimal M&A. And this is the passion behind us building this new Quality Control Headquarters.

For FY '22, the first half, now we would like to look at the results as well as the dividend policy. Thanks to the support of our shareholders, we managed to go through the first quarter -- first half of this year. And we're not necessarily very proud of these numbers. However, as I stated in the beginning, we had a major impact from the incidents this year. And also, prevention of recurrence as well as restart -- relaunch all of these needed to be done at full scale.

So 40% of the full year budget was allocated to the first half and 60% was allocated to the second half. This was the ratio of allocation for the full year budget. And for the first quarter, out of the 40%, we wanted to achieve 20% without fail. And in the second quarter, we wanted to exceed the 40% target. And then by December, we would have peak and then around March we should be able to be proud of the performance that we had achieved by then. So this is something that I've been talking about at IR meetings.

Now in that sense, for the second quarter, looking at the sales, the achievement rate is 118.2% and for ordinary profit, 110.7%, which means that we overshot the target. And thanks to these results, we could make an upward revision, which was announced.

In terms of sales, JPY 20 billion was achieved. And the JPY 7.9 billion ordinary profit was also achieved. This is the situation. I believe that we're seeing acceleration in terms of recovery. Compared to the first quarter, second quarter is so much stronger, as you can see from these numbers.

Ordinary profit exceeded by 11%. And this isn't something that we are satisfied with just yet. This year's guidance, the budget was set at lower levels to start with. And for the first half, we only allocated 40% of the annual budget because we were starting. So we cannot let go. We need to continuously focus on our efforts. And we will continue to watch the situation and strengthen our restart.

So regarding the second quarter, the number of transactions increased very steadily. In the first half -- quarter, we had 226 transactions. Compared to that, we concluded -- we increased the number to 270. Compared to the last fiscal year, we made a very good exceeding year, but we only did the 286. And so compared to that, we did 270. So we haven't recovered the momentum that we had last year, but I think we have recovered very well. So in total last fiscal year, first and second quarter, we had 294 transactions and this year, it was 253 transactions. So we haven't caught up with the last year's momentum, but I think we could demonstrate our momentum or the recovery power to a certain extent.

As one of the KPIs, there is an indicator that can tell the future situation. That is the sales side, a new mandates. And for that, last year, the second quarter, it was 600, but compared to that, we could achieve 604. It's not a significant growth, but we could maintain the level of last year. And I think we could be proud of our efforts because the inappropriate incident, which happened in January this year, there were 2 things which were delayed. One is the recruitment of our staff. The hiring was resumed in June this year. We gathered agents, and we had the explanatory meeting. And in practical, we accelerated hiring starting in July. So that means that during 6 months from January through June, we suspended our hiring activity.

And the second thing is the sourcing activity. Last year, even under COVID-19 situation, we held seminars almost every week. On the website, we repeated seminars, and we also actively sent out direct mails. However, this year because of the inappropriate incidents during 9 months from January through September, we couldn't hold anything, any event, any major events. So this number of 604 under such circumstances was generated through the accumulation of data, the underlying strength of our sales force and our partners, accounting firms, regional banks and major financial institutions functioning very well.

So for these 2 themes in order to accelerate the activities we are thinking different measures, including seminars. Yasuyuki Suzuki became the Head of Sales Headquarter. In November and December, in order to commemorate the appointment of the Head of Sales Headquarter, we will be organizing a series of exciting seminars. We plan to use this as an opportunity to dynamically resume seminar activities in collaboration with regional banks and accounting firms throughout the country. And we expect sourcing from 604 mandates in the second quarter to accelerate significantly into the third and fourth quarters.

Now regarding the balance sheet, we believe that we have maintained a healthy balance sheet. And we became -- we put this booking rules very strict. And by that, the accounts receivable reduced from JPY 5 billion to JPY 2.25 billion. So I think we can say that we have been managing our company with a more healthy balance sheet.

Now this is the number of employees. This is where we see some delays. From June, we started the meetings with the agents to start the active recruitment. And last Sunday, I attended the recruitment seminar, and I did a presentation to those who are interested in joining our company, and I also received some questions from them. And up until December, all the executives will be involved in these kind of seminars and interviews even on weekends.

As a result, at the end of March, we had 568 consultants, but at the end of September, the end of second quarter, we had increased to 589 and we only increased by 21, which is minimal and I think we should increase more. However, when it comes to support staff, we could increase the number from 335 to 373. So for digital transformation, we believe that there is no delay in those areas.

And another area is the seminar activities for sourcing purposes and direct mails deployment. These activities should be accelerated starting November through February next year.

Now let me touch upon our related activities. First, the sales from others -- other sales has not dropped. M&A sales was only 85% of the last year's results. However, the other sales is steady because of Batonz and TPM. They are functioning very well and smoothly. Regarding this TOKYO PRO Market, at this time in Japan, there is very strong momentum. In this fiscal year or in this calendar year, already 16 companies got already listed. And of that 16 companies, we supported 5 companies to create stellar companies in regional areas, which should accelerate the revitalization of both regional and national economy.

So regarding this TPM, the consultation and the evaluations, before the 2 processes start, we are now trying to contract with the pre-IPO evaluation services, which is called Go Public. And as of September this year, we signed a contract with 31 companies already. And so by evaluating companies through this Go Public, we provide most appropriate consultation and then we signed the J-Adviser mandates. And then on to IPO preparation and review to IPO. So we provide services from the preprocess of IPO. And this has become very popular, and this business has been growing very steadily.

Another thing that we have been successful with is Batonz. The number of transaction completed exceeded 2,500. More than 100 companies per month. This is an increase of 779 from end of March to end of September from 1,749 to 2,527 buyers, sellers and users. Registrations also is now at 183,374. So within the 6 months, it increased by 31,000 from 152,026. We're building a very strong foundation for future growth, which is extremely encouraging.

Online matching. This is where we want to be at the top level, number one. Looking at what happens 5 years, 10 years down the line M&A of SMEs. Online matching such as Batonz is going to be very strong. It's going to emerge very strongly. So for the mid- to long-term management strategy, I believe that this is a very important area for us to focus on. Another great news is as we can see, customer or client management system for potential clients called B Mass was created under Batonz. And B Mass is being accepted by more and more financial institutions, for example, regional banks that already work with us and those who do not work with us. And many credit unions are also accepting the system.

At our organization, we have a Salesforce system. And these other organizations do not necessarily need the service at the level of Salesforce, but excel spreadsheet and people are not really sufficient to manage the whole situation. So this is a situation that regional banks and these credit unions are in as they try to work with us. Now M&A tech company can provide a management system to these regional banks. That's what they have been doing. But we decided to take advantage of Batonz's technological advantage and maybe also B Mass, which is introduced by the regional banks at a very high speed right now.

Turning our eyes to the overseas situations. On 7th of October, we had a physical gathering of all the employees. And there, we announced the management policy of the company. We did something similar in April. But unfortunately, at the time in April, we were busy dealing with incidents and the prevention of recurrence and also transition to compliance base management. Those were the main themes of that meeting. We were not really able to talk about our future dreams to our employees at the time of April.

However, in order to unify the company and improve the performance, we need something more. Over the last 6 months, we have been preventing recurrence and also focused on compliance management. And we also formulated the corporate purpose and discuss the strategy for the midterm plan. And on 7th of October, we had an opportunity to share this with all the employees.

Now, including the overseas employees. Well, actually, there was about 30 of them, they all came to Tokyo to join us and we discussed overseas M&A business with them directly. Worldwide alliance. Worldwide or World M&A Alliance. We are actually a member of this alliance now. Singapore, geotechnical instrumentation company and the U.K., testing inspection certification company, M&A between the 2 was successfully done. And also, there was a Japan trading company and a trading company from the Netherlands. This was another successful M&A.

Japan, ASEAN, also Europe, U.S. and ASEAN or Europe, U.S. and Japan. This kind of combination of M&A is beginning to start and grow. So I hope that you will see this as a sign of our innovation.

Payout ratio for this fiscal year is set at 60%, which is higher before. For the midterm management plan period, up to FY '26, we will continue this 60% level. And this is our commitment to you. Because of the incident, we know that we caused a lot of trouble and concern among many investors. We wanted to do better in terms of returning the profit. We thought about share buyback and also a dividend increase.

Now the profit return has to be sustainable. And that was the conclusion of that consideration. And we have the 40% guideline, which is now increased to 60% in terms of payout ratio. This is also our strong commitment and determination to deliver what we promised in the midterm management plan. So the annual dividend expected is now increased from JPY 16 to JPY 23.

Looking at the foreign shareholding ratio, this number has, in fact, declined somewhat. In March, it was 50.1%. At peak, it was about 52%. And currently, it is 48%. Because of the share price decline, this means that more retail investors are holding our shares and the number of retail investors increased to 41,000. And we really appreciate your strong support from the retail investment community.

And in addition to that, foreign shareholders and investors, who would hold our shares over the long term, we hope that we can increase that number as well. And in order to help that, we would like to implement stronger strategy and continuously try to increase the foreign shareholding as well. In other words, our management should serve both communities.

With regard to midterm management plan, the plan itself remains the same. Over the 5-year period, we are expecting 15% average annual growth. By achieving the 15% growth over the 5-year period, JPY 78 billion in sales and JPY 35 billion ordinary profit should be achieved. This is our plan.

That's -- in terms of number of people -- number of employees, we will only increase 10% and still achieve these numbers, this is a challenge. Of course, when you increase the headcount, the productivity goes down. So if you aim for 15% growth, then you will need to grow the number of people by 17%. That we understand clearly, but based on that, we aim for a CAGR 10% of the number of employees.

Power One consultant, the number of transactions from 2.8, we would like to grow this to 3.5 transactions. And of course, we assume that the average transaction value will be flat. But as much as possible, we would like to increase the average transaction value as well. So with all these initiatives, we would like to achieve the target.

Now however, without actions -- specific action plans, I believe this challenge is not -- cannot be achieved. So what do we need? One, definitely is the recruitment of excellent people. And another factor we would need is training. And the third factor is DX. So with these 3 factors, we will increase or improve our productivity. By having higher productivities, there are 2 KPIs. One is the success rate or the yield, which should be improved. And another 1 is the reduction of lead times.

So first of all, regarding education or training, we are going to provide -- we are providing training, which is appropriate for each layer. So for those with less than 3 years of experience, we manage them on a monthly basis. And as much as possible, we encourage or help them to get their first advisory contract in the fourth month and close the first transaction by the tenth month. That is how we train them, the new members, and for those who have done the 3 years of service, we educate, so that they can become the group leaders as much possible. And when they become group leader, they would learn management. So that they can become a very good division leader as soon as possible. So that's how we provide our trainings depending on each layer of our employees.

Now of course, recruitment and education are important, but also this DX is important. And we are proud that we have advanced very much in DX. And -- but for this digital transformation, we would like to include this DX in both marketing as well as M&A process. And in July this year, we started TV commercial as for marketing, but not just TV commercials, but we also utilize YouTube and web media, newspapers, magazines, so that we can raise the awareness of our company among people. And based on that awareness, we are going to hold seminars and collaborations with the financial institutions, and we also deploy direct mails and homepages. And that is how we acquire leads. And from the consultation through completions ceremony, we are going to introduce DX in each M&A process to increase our productivity.

As I said earlier, you see the examples of our TV commercials on the left-hand side. The slogan is that Japan is lacking successes. And we wish to deploy this TV commercial more dynamically or more aggressively. However, this year is marked as a year of restart. So the expenses and sales has to be controlled and so that we can strike a good balance. And when we reestablish the operation properly, we would like to aim for a much greater mind share increase starting next year.

Now regarding the DX for each process, for example, for valuation process, we utilize computer to simply evaluate the companies, and that's called V-Compass. And at the regional banks as well as accounting funds have adopted this system. And another area is case analysis. That is a pre-due diligence. That is to identify risks and that's where we can use D-Compass, D stands for due diligence, D. So this is a provisional due diligence system, and we've started this system. And the last 1 is M-Compass. This is for matching process. So by utilizing AI -- we utilize AI and database for matching in addition to the use of manual work or the people's knowledge.

Having said that, of course, the process of definitive agreement, of course, the formulation of contracts have been automated, and so we could create a packaging in automated manner or the last contracts forms were created by computer to avoid mistakes and reduce the lead time. So I'm trying to say that at each process, we utilize digitalization to shorten the lead time of each process. And then we increase the success rate as well as the productivity.

Other than that, we are doing many different things, and I've touched upon Batonz already. But this time, we invested in a limited amount to Moon-X. This is the commerce companies such as Rakuten or Amazon. And this company is trying to expand their business by acquiring such e-commerce businesses. So we partner with them, collaborate with Moon-X and then provide e-commerce for regional banks as well as smaller financial institutions. And also, it is used for our own matching services by introducing e-commerce expertise.

And furthermore, we utilize Salesforce even further.

So as you can see that we have been achieving the targets of all the midterm plans from period 1 to period 3. And in order for us to be able to achieve the target of the current midterm plan without any worries, we would keep on working hard, so that we can continue the increased revenues and increased profit for the past 12 consecutive years. But this year, we haven't been satisfied yet. So in order for us -- in order for you to feel that we have real momentum and energy, we would work harder.

And as for the dividends, it's been increasing steadily. However, the stock price as well as the market capitalizations have dropped a great deal. Although they are on recovery trend, we are still on halfway. So by creating our business future brighter then everybody would agree that our company business is growing. And then we believe that momentum will be reflected on our share price. So we would make sure that we watch these trend as well.

Let me briefly touch upon some topics. One is that the commencement of the collaboration between us and academic institutions. So this kind of intermediary M&A -- intermediary industry has to have a very good foundation. And unless we grow the whole industry, we wouldn't be able to grow our company or business. So in that sense, last fiscal year, we reinforced our collaboration with the SME agency, and we created the industrial association to introduce some rules and regulations so that we can work together with the administrative sector to save the 600,000 SMEs without successes in Japan.

So -- but although so many companies are facing the discontinuation, there is no research going on to help this kind of SME M&A work. So without such research, we can't really grow the industry. And therefore, we decided to work together with the Kobe University, which is set to be the entrepreneur of SME business, and we opened the MAREC, SME M&A Research and Education Center in their campus. And then with our support, they are going to train and educate the researchers. And in the future, they -- we want them to create the conference on M&A intermediary.

And in the future Hitotsubashi university and Keio University or Seda University or the regional universities, we should be included in this kind of partnership. And to that end, we held the commemoration opening symposium recently and some people from SME agency as well with the intermediary associations, executives, including the -- all of the executives of this association came to hold the panel discussion. I thought that we could make a very good start.

And other than that, the alliance -- we established alliance with Japan Post Group. And so that the people can actually consult at the Japan Post Group post offices and the Salesforce. Mai Fujita has taken the leadership in developing this within the company. And it has been a great confidence boost to receive recognition that our Salesforce and the DX initiatives are so excellent that she was recognized as a national champion.

And in terms of the number of transactions, we received the Guinness award 2 years consecutively. In 2021, we had 1,013 transactions. So we got this Guinness award for 2 years consecutively. So we are still working on many things, but we sincerely accept what happened during the incident and while we are focusing on compliance management, we would like to reestablish our business operations, so that we can restart ourselves and that's how we operated our company in the first and second quarters. We haven't reached a level that satisfies us yet, and we have to be alerted continuously, but on the other hand, thanks to your support, we could revise our forecast upward.

So I'd like to extend my gratitude at this time. Thank you so very much for your participation despite your busy schedule to this financial results report for Q2 fiscal year 2022. We would like to conduct IR activities actively going forward. So we really would like to ask for your participation once again.

And with the incident, I aim for compliance business management and prevention of recurrence in a very strong manner, but those are not good enough. We have to achieve very strong growth of business. We definitely would like to achieve that. In order to do that, recruitment, training and digital transformation are essential. And also for the purpose of sourcing, we have to have seminars, TV commercials. These are also the urgent things and issues for us. In order to satisfy your expectation as well as to improve our business value -- company value, we would continue working harder.

So we would like to ask for your continued support. Thank you very much for your participation once again.

[Statements in English on this transcript were spoken by an interpreter present on the live call.]