Toshiba Corp
TSE:6502
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Toshiba Corp
Earnings Call Analysis
Q1-2024 Analysis
Toshiba Corp
As we delve into the financial performance for the first fiscal quarter of 2023, the numbers reveal a nuanced tale. One of the key figures—an approximate JPY 36.6 billion decrease in net sales from last year—contrasts with the underlying narrative of growth. When we account for the removal of certain deconsolidated businesses, the adjusted net sales actually point to an increase. Notably, operating income for the quarter rose by JPY 16.2 billion to JPY 11.4 billion, bolstered by Energy Systems & Solutions and various other segments. Despite these gains, net income experienced a considerable dip, swinging to a loss of JPY 25.4 billion, primarily due to lower equity earnings from Kioxia.
Another highlight for the quarter was the positive free cash flow of JPY 19.9 billion. This figure emerged despite headwinds, such as a deterioration in working capital due to large advance payments from prior years. Operational improvements, like an increase in EBITDA, allowed the cash flow from operating activities (JPY 55.3 billion) to exceed those from investing (negative JPY 35.4 billion), ensuring the free cash flow remained in positive territory.
The company's ability to secure orders is a testament to its competitive positioning. Orders received outpaced the previous fiscal year, thanks largely to large-scale projects. This robust order intake has helped maintain a steady order backlog, promising for revenue continuity and future growth.
Despite a downturn in net income, the company remained steady in other aspects of its financial health. Shareholders' equity held firm at JPY 1.2477 trillion, and the shareholders' equity ratio—a measure of financial stability—was a solid 35.3%. A thoughtful investor might see these elements as indicators of resilience in the face of temporary setbacks.
Looking ahead, the company's outlook for the rest of the fiscal year remains unchanged from previous projections. Net sales are expected to reach JPY 3.2 trillion with an operating income target of JPY 110 billion. These steady forecasts are set alongside an anticipated break-even free cash flow, indicating disciplined investment and operational balance. The only adjustment made to the outlook is a revision of net income loss upwards to JPY 30 billion, reflecting the first quarter's equity earnings from Kioxia.
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It is now the scheduled starting time. Therefore, we will begin the presentation of fiscal year 2023 first quarter financial results. Today, at 3:00 p.m. Japan time, Japan Industrial Partners, JIP and TBJH Inc announced the commencement of the tender offer for our company's shares. And in accordance to that, we have made the announcement of opinion of commencement of tender offer to be conducted for the shares of the company. Today, we would like to begin with an explanation of this matter by the Chairperson of the Board of Directors and the CEO, followed by an explanation of the financial results, and then we would like to take your questions.
The Q&A session is scheduled for approximately 30 minutes and will be open to questions from the media and analysts, investors at the same time. Questions can be submitted via the conference call system. Advanced registration is required to use the system. Furthermore, as for Japan Industrial Partners, they have made their timely disclosure and press release. So please refer to those full details.
Let me now introduce today's speakers Akihiro Hiroshi Watanabe, Chairperson of the Board of Directors; Taro Shimada, Representative Executive Officer, President and CEO; Yasuhiro Matsunaga, Executive Officer, Corporate Vice President and CFO. I am Hara from the Corporate Communications division.
So to begin with, we'd like to ask Mr. Watanabe, Chairperson of the Board of Directors, to explain about the process to examine the strategic alternatives as well as the opinion about the Board of Directors.
Hello, everyone. This is Akihiro Watanabe, Chairperson of the Board of Directors of Toshiba. Today, there was an announcement that JIP will commence the tender offer for our company's shares. The Toshiba Board of Directors has again resolved to express our opinions supporting the tender offer and recommending to shareholders to tender their shares.
Today marks a major milestone for Toshiba as it comes out of an 8-year-long tunnel. Thanks to the support received, the entire process related to the tender offer, including clearance under the Antimonopoly Act and other laws and regulations, has progressed according to expectations so far. I'd like to express my deep gratitude to everyone involved. I would also like to emphasize, as the chairperson, the fact that our series of promises have been firmly kept and implemented serves as a testament to the excellence of Toshiba's employees. As I've been saying all along since my appointment as the Chairperson, Toshiba has a great management philosophy, which is committed to people, committed to the future and has excellent employees who work with determination for the benefit of customers and society. And Toshiba is very good company that is loved by many people.
However, it is not a strong company. The objective of the privatization is to transform Toshiba from being just a good company to an even stronger company. In order for Toshiba to execute a consistent business strategy over the medium to long term and to succeed in its transformation, it is crucial to build a stable management platform and to obtain unified support from our shareholders. From this perspective and after a year-long process, we have come to the conclusion that a privatization will contribute to enhancing Toshiba's corporate value. The Board of Directors has been overseeing the process to ensure that it is in the best interests of all stakeholders, including our shareholders.
As explained in June, the special committee has met almost every week and all directors have been working near full time. The reason why the Board of Directors put in so much time and effort is precisely because we felt Toshiba is an important company, not only for Japan but for the whole world.
After we announced the support for the tender offer in March, something amazing happened. Many of our employees' eyes lit up when they realized that they could now concentrate on the business. I've been informed about the positive comments received from shareholders, many customers and business partner saying that they now better understand the tender offer because of our June recommendation to shareholders to tender their shares. As was the case in June, the privatization by J-I-P, JIP, is, as of today, the only financially backed proposal submitted through a fair process. Since the expression of our support in March to this moment, we have not received any third-party proposals that exceed JIP's offer price. We therefore believe that the offer is worthy of recommendation to shareholders to tender their share -- to tender their shares.
I personally believe that with the unified support of our shareholders, Toshiba will achieve a true revival and growth again. I have seen many companies around the world, including in my more than 15 years of experience as CEO of a listed company and can say that Toshiba is a world-class company with many talented employees that have great character. But based on my observation, I would say many of our employees are not fully utilizing their potential.
Achieving the right capital allocation is important for companies. However, when discussing corporate value, I believe it is important to focus not only on the balance sheet but rather on long-term value that does not show up in the accounts, as well as intangible assets such as human capital and to bring out the full value of such assets. I firmly believe that it is the power of people that leads to overcoming challenges.
I'm convinced that by focusing on our business through this privatization and engaging in management that focuses on growth, we will bring out the best of Toshiba employees and the day will come when they will shine as the Samurai, Japan, like Shohei Ohtani of the business world. I hope that you, our shareholders, will provide us with the necessary support. Thank you.
Thank you for giving me the opportunity as the Chairperson to explain the thoughts of the Board of Directors. Thank you.
Next, CEO Shimada will explain the significance of privatization for our company.
This is Shimada. My name is Shimada. With JIP's tender offer for Toshiba shares scheduled to launch tomorrow, August 8, our Board of Directors today reiterated our support to the tender offer and once again resolved to recommend to shareholders to tender their shares in the tender offer. Since Chairperson Watanabe has already explained the opinion of the Board of Directors, I would like to reiterate the management team's views on the tender offer. Since June 2021, the Strategic Review Committee made various considerations. In April last year, we established the special committee and our directors and executive officers engaged in serious discussions about what path Toshiba Group should take and what the best option is for various stakeholders, including shareholders, customers, business partners and employees and came to the conclusion that going private was the best option.
Toshiba Group is aiming to transform its business structure and achieve carbon neutrality and a circular economy through digitalization. However, the current shareholding structure makes it hard for the group to execute a consistent strategy and grow over the medium to long term. Therefore, we assessed what our strategic options are, based on 4 criteria.
First, for our shareholders, we want to be able to maximize returns in the short term while pursuing reforms that enhance our long-term corporate value. Second, for our customers, we need a structure that gives comfort to customers who want long-term support. Third, for our employees, we want to alleviate their concerns about Toshiba's future direction. And fourth, for society, we intend to realize our group management philosophy of committed to people, committed to the future through stable infrastructure support, digitalization and the development of innovative technologies to achieve carbon neutrality.
We decided that JIP's proposal is the best way to meet these criteria and achieve a stable capital structure. Through this transaction, the Toshiba Group will be able to leverage its stable business platform to make qualitative changes to its business and further improve profitability. Since the announcement of this transaction in March of this year, we have received positive feedbacks from various stakeholders, including customers, business partners and employees. There are positive expectations for the stable management platform that will be created through the tender offer.
Toshiba will celebrate its 150th anniversary in the year 2025. Since our founding, the source of our corporate value has been the diversity of our technologies to create things that do not yet exist in the world. In order for Toshiba to continue to support people's everyday lives and society with new technologies for the next 100 years, it is a must for us to take a new step forward and that is precisely what the tender offer is.
Since our listing on the Tokyo Stock Exchange in 1949, we have been progressing as a public company for more than 70 years, thanks to the support from our shareholders. We would like to express our sincere gratitude to our shareholders for your support and understanding of our business operations. In order for the tender offer to succeed, shareholders must tender at least 2/3 of their total outstanding shares. We would like to request our shareholders to recognize the significance of the tender offer and to tender your shares.
This past July was the hottest month in the world's history. With intense heat waves hitting various parts of the world, we are in urgent need of a solution to global warming. Through the tender offer, our group aims to create a stable management environment, while transforming Toshiba over the medium to long term to become a corporate group that can make a significant contribution to the realization of carbon neutrality and a circular economy. Committed to people, committed to the future. We hope that you will understand the group's unwavering management philosophy and determination and we look forward to your continued support.
Next, CFO Matsunaga will make a presentation using a PowerPoint material, first quarter results for FY 2023.
Yes. My name is Matsunaga. I will now explain the financial results for the first quarter of FY 2023. Please refer to Page 3 of the Material 1-2. First of all, I would like to explain the main points of the first quarter results for FY 2023. There are 4 points to explain.
The first point is that net sales for the first quarter of FY 2023 decreased by JPY 36.6 billion. However, excluding the impact of businesses that were deconsolidated, net sales increased in effect. Operating income was positive and improved from the same period of the previous fiscal year due to the elimination of onetime factors recorded in the previous fiscal year and the impact of the increase in sales. I will explain the figures later.
The second point is free cash flow. Although there is a deterioration in working capital due to the impact of large advance payments from the prior years, EBITDA and other factors have improved, resulting in cash flow from operating activities exceeding cash flow from investing activities and free cash flow remaining positive. Details will be explained later.
The third point is the status of orders received. Orders received exceeded those of the previous fiscal year due to orders for large-scale projects. Order backlog increased steadily, roughly at the same level as that of the previous year. And the fourth point is the forecast for the current fiscal year. While we expect some of our businesses to see a decline in net sales from the previous forecast, reflecting reductions in fixed costs and progress in raising selling prices in response to rising material and shipping costs, we are projecting to achieve our previous forecast of JPY 110.0 billion in operating income.
Now please see Page 6. This is an overview of the income statement. Net sales for the first quarter of FY 2023 were JPY 704.1 billion, down by JPY 36.6 billion year-on-year. This includes the impact of the increase in sales due to foreign exchange rate fluctuations and the impact of lower sales in the air conditioning and other businesses that are no longer consolidated. Therefore, in effect, net sales increased.
Operating income increased by JPY 16.2 billion year-on-year to JPY 11.4 billion due to improvements in Energy Systems & Solutions and other factors. Net income decreased by JPY 51.3 billion from the same period the previous year to negative JPY 25.4 billion, factoring in the impact of equity in earnings of Kioxia.
On Page 7 is an analysis of operating income compared to the same period last year. The results for the first quarter of FY 2022 were minus JPY 0.8 billion when adding back the deterioration of onetime factors. In addition to negative earnings impact of negative JPY 2.4 billion due to increased fixed costs for growth, et cetera, there was a deterioration of minus JPY 4.8 billion due to a difference in sales mix, as shown in the box breaking down, factors affecting earning power. The deterioration in the sales mix is mainly due to a product warranty reserve provisioned for HDDs for specific customers. On the other hand, the rise in sales, mainly in the energy business and NuFlare technology contributed to an increase of JPY 15.4 billion in operating income to reach a positive JPY 11.4 billion.
Page 8 gives the breakdown of nonoperating income. We recorded negative JPY 29.5 billion in the first quarter of fiscal 2023 after reflecting JPY 41.1 billion of equity loss from Kioxia due to deterioration of its performance. Consequently, nonoperating income decreased by JPY 76 billion year-on-year, inclusive of the impact of income on sale of securities we recorded last fiscal year.
Page 9 shows our free cash flow. As for cash flows from operating activities, we registered JPY 55.3 billion due to improvements in EBITDA, et cetera, despite some negative factors affecting working capital, such as project business of Energy Systems & Solutions coming into cash outflow period this fiscal year in addition to lower collections in Infrastructure Systems & Solutions. Cash flows from investing activities increased by JPY 18 billion to negative JPY 35.4 billion, as we did not book any income on sale of assets this quarter, which we did during the last fiscal year same period. As a consequence, we registered positive free cash flow of JPY 19.9 billion.
Shareholders' equity shown at the lower half came to JPY 1.2477 trillion. Although we recorded negative net income for the quarter, the level is more or less consistent with what we registered at the end of last fiscal year due to improvements in accumulated other comprehensive income resulting from weaker yen, shareholders' equity ratio came to 35.3%. Net interest-bearing debt decreased by JPY 24 billion compared to the end of last fiscal year to JPY 137.7 billion, mainly driven by JPY 19.9 billion of free cash flow we recorded this quarter. Page 10 is for your reference, as it shows the breakdown of what I have just explained.
Next, description by segment. Please look at Page 13. This is the breakdown of the Energy Systems & Solutions. Net sales were JPY 140.8 billion, up by JPY 19 billion year-on-year. Operating income was a positive JPY 7.4 billion, up by JPY 15 billion year-on-year. This is due to increase in net sales from the power generating systems and absence of onetime factors that were posted last fiscal year.
Page 14 gives the breakdown of the Infrastructure Systems & Solutions. Net sales were JPY 138 billion, up by JPY 4.2 billion year-on-year. Operating income was a positive JPY 3.9 billion, up by JPY 2.9 billion year-on-year. In Public Infrastructure business, due to delay in sales of social systems projects, both net sales and income declined. Railway and Industrial Systems, on the other hand, saw increase in both sales and income centering around industrial motors because of recovering market conditions.
Page 15 is for Building Solutions. We recorded net sales of JPY 81.8 billion on an operating loss of JPY 1.5 billion. This was a decline of JPY 60.5 billion in sales and JPY 1.8 billion in profit year-on-year due to the impact of deconsolidation of air conditioning business we sold despite both sales and profit increasing for elevator and escalator and lighting businesses.
Page 16 gives the breakdown of Electronic Devices & Storage Solutions. Net sales came to JPY 171.9 billion, decreasing by JPY 9.6 billion and operating income came to JPY 4.1 billion, decreasing by JPY 3.6 billion year-on-year.
Semiconductor achieved increases in both sales and profit due to benefits of weaker yen and increased sales of mask writers and NuFlare technology and registered operating income of JPY 17.2 billion and ROS of 15.9% for the quarter. HDDs and Others, on the other hand, saw both sales and profit decrease year-on-year due mainly to the shrinkage of HDD market for mobile and desktop PCs and continued adjustment in the nearline HDD market, in addition to an increase in provision for product warranty for a certain HDD customer.
Top half of Page 17 is Retail & Printing Solutions. Net sales was JPY 122.4 billion, up JPY 11.8 billion. Operating income was positive JPY 11.2 billion (sic) [ JPY 1.2 billion ], up JPY 1 billion year-on-year. This was due to the contribution of increase in sales of printing business. The bottom half is Digital Solutions. Net sales was JPY 50.8 billion, operating income was positive JPY 2.6 billion and trending steadily continuously.
Page 18 shows the 3-year trend of order received and order backlog. Order received has exceeded the previous year due to a large-scale project order. Order backlog is steadily trending and securing the level of order backlog in line with the previous years. Next, Page 20 shows Kioxia's equity earnings. However, the details are as written here, so please go through them later.
Please go to Page 22. I will explain the fiscal year 2023 forecast. We are forecasting a net sales of JPY 3.2 trillion and operating income of JPY 110 billion. No changes have been made for both figures from the last time. Although for reference, only net income loss, after deducting nonoperating income and loss and tax expenses, was revised upward to JPY 30 billion, reflecting the equity earnings of Kioxia for the first quarter. Moreover, we expect free cash flow to be 0, therefore, no changes from our last forecast.
As for the assumptions for the forecast, I've just explained, the exchange rate is JPY 120 to the U.S. dollar, as shown on the right, and Euro is JPY 130.
Page 23 is the forecast by segment for fiscal year 2023. Please look at the far-right column where it says versus previous forecast. Energy Systems & Solutions results were mainly due to an increase in both sales and profit, mainly in transmission and distribution systems. No changes in infrastructure systems. Building Solutions, mainly revisited the numbers of elevator and escalator. In Electronic Devices & Storage Solutions, both sales and profits declined due to lower demand for consumer use semiconductors, a delayed recovery in the HDD market and the impact of a provision for product warranties for specific customers.
Others and Eliminations, in response to the revised forecast for Electronic Devices & Storage Solutions, reflected an improvement of JPY 14 billion, mainly due to the allocation of the risk buffer planned at the beginning of the fiscal year. Page 24 shows an analysis of operating income loss comparing the fiscal year 2023 forecast with the fiscal year 2022 actual results. The far-left is the operating income of fiscal year 2022. Although when the onetime factors that occurred in the previous year were added back, it was JPY 172 billion. After factoring in a JPY 26.1 billion increase in fixed cost for growth and JPY 23.6 billion in restructuring and strategic alternatives-related expenses, the forecast is JPY 110 billion.
I will also explain the differences from the previous announcements, as shown at the bottom of this page. In increase/decrease of sales, et cetera, we revised downward by JPY 15.7 billion due to a review of sales in Electronic Devices & Storage Solutions. And in factors affecting earning power, we revised downward by JPY 6.7 billion, mainly due to an increase in the provision for product warranties for HDDs for specific customers.
On the other hand, we have carefully selected the areas of focus and fixed cost for growth and have factored in a JPY 5 billion reduction in fixed costs. Furthermore, by fully allocating the risk buffer plan at the time of the previous forecast, we expect to achieve operating income of JPY 110 billion. The breakdown of the main businesses in the fiscal year 2023 forecast is shown on Page 28 and after in the appendix. So please take a look at it later. That is all for the overview of the forecast and explanation of results for fiscal year 2023.
That concludes our company's presentations. We would like to move on to questions and answers at this moment. We will take questions until 5:30 p.m. Today, we will be taking questions from all the members of the media, analysts and investors during the same time. [Operator Instructions] Our first from the Japanese channel. [ Umegaki-san from Toyo ] [indiscernible].
Umegaki speaking, from Toyo. I guess, can you hear me?
Yes, we can.
I have questions for Watanabe-san. I'm not sure if I can get an answer. But once again, about the support from shareholders, June 8 and onward, what kind of interactions have you had with the shareholders? And what's the status of shareholders' support? In other words, what is the possibility of TOB's success ? I would ask you to share your thoughts on that. So that's my question.
Allow me to respond to the question. So recommendation for shareholders to tender their share. Well, we expressed our support for the TOB in March. And in June, we came out with a recommendation for shareholders. Since March, we expressed support for TOB but not recommendation for our shareholders. And that was rather unclear and difficult to understand, as some people have said. And therefore, we decided also to recommend to shareholders to tender their share. Ever since that was done in June, the reactions from shareholders were not particularly negative. No one expressed any clear negative views. As I said at the outset in my remarks, by and large, the feedbacks from shareholders have been positive.
So TOB is now underway. And as CEO, Mr. Shimada, said, we need to have more than 2/3 of the shares tendered. Otherwise, TOB will not succeed. So it's up to the shareholders to take action.
And it is not appropriate for us to offer our forecast as to what's going to happen. But I would like to share our thoughts on the part of the executive team and the judgment made by the BoD. We have already provided very detailed disclosures on that. For shareholders who are weighing the options, I would like them to read the relevant materials. And in terms of the TOB price compared to the value that they believe they see in the company, they would like to make their own decisions.
Excuse me. So in the conference materials, June 8 and onward, various considerations have been made. So to this date, what were the considerations made? If you could elaborate on that.
So that's your second question, correct?
Yes, that is right.
Understood. As BoD, it's not that our work there is done once we make the recommendation. We have to continue to monitor the business operations. And there have been a number of developments. We have to collect information about what's happening. And until TOB is initiated, there were various issues that had to be considered.
Just as an example, regulatory clearance takes a lot of our work in this particular industry. So in that regard, JIP, J-I-P, we are once again reminded of the decision that we made for the past 2 months, that we chose the right partner, JIP This size of M&A and a transaction of this size going this smoothly is very rare. It takes more than 1 year. And sometimes after considering the transaction for a year, it could fail. But we were able to put this together over such a short period of time. That's because of the position of JIP and the structuring that went into the deal. Because of various factors, the deal has been successful. So BoD has been monitoring this, has been receiving reports and have considered many things to make sure that the deal goes smoothly.
Next question is from [ Okada-san from Yomiuri Shin ].
This is Okada from Yomiuri Shimbun. I want to ask Mr. Shimada and also Mr. Watanabe. And today, you've resolved to recommend shareholders to tender their shares and you've indicated that you need more than 2/3 of the shares to be tendered. But in order to consummate this TOB, what are the challenges that you feel that you're facing? And in order to consummate TOB, what are some of the things that you intend to do going forward?
So please allow me to respond. And Mr. Shimada, if there is anything to add, please supplement my comment. Now when it comes to TOB -- and the entity to conduct this takeover bid is J-I-P, JIP. And the Toshiba is just a subject to that. So we are essentially in a position of not being able to do very much. It's really up to the executor. So there is limited thing that we can do. So JIP, to conduct a TOB towards the shareholders would be speaking with the shareholders to tender their shares. And also, the agents with TOBs will provide support through various means and that is essentially what will happen. Now, I have also gone through privatization of my company in the past. And based on such an experience, it's like a general election in one sense, you don't know until the final vote is cast, in one sense.
And in the case of Toshiba -- and spending lot of time and I'll have done a -- the disclosure in various ways. And so in terms of materials for investors to make their judgment, I think we have been able to provide everything that is thinkable, in one sense. And so now, the JIP and the TOB, the agents, I would like for them to probably speak with the shareholders to tender their shares.
Now for the individual -- the shareholders, they have to go through some cumbersome procedure such as setting up accounts and so forth. And so we would like for them to certainly do that. Is that okay, Mr. Okada?
I would also like to hear a comment from Mr. Shimada as well.
Well, as Mr. Watanabe said, this is essentially up to JIP to conduct. And as part of TOA (sic) [ TOB ] we have an obligation to collaborate and so we will do so. And that completes my response.
And one more question. And this is a question to Mr. Shimada. So once the TOB is consummated, this will be the first time that you've been delisted, 1949. So if you could share your thoughts, looking back at inappropriate accounting issue that the company has gone through and so forth.
Well, from my position -- this -- for Toshiba and also multi-stakeholders for Toshiba, for the customer and society, I do feel that this is the best way forward. And so by executing this transaction, we will become a company that can truly contribute to the society. I'm confident that we are going to be able to achieve that regrowth. So we want to execute on the transaction to show that outcome to all the stakeholders. I think that's my responsibility.
Thank you very much. From Nikkei, [indiscernible].
This is [indiscernible] Nikkei Shimbun. Can you hear me? I have a question. I have 2 questions towards Mr. Shimada. The first question is that, from the Chairperson today was the day -- the milestone. And it will be the first time to be listed -- delisted from the time that the company was listed.
Well, being a CEO, every moment was felt like it was a milestone. And within the continuous milestones occurring, we believe that we will be able to continue to go on. Therefore, right now, my thoughts, my mind, everything is clear. So it is calm and clear.
What did you say? I'm sorry, I couldn't get that. So you said that you have a calm and clear and relieved feeling.
No, it's just that I'm feeling calm and my mind is clear. I'm not a person who is quite emotional. So I'm just being calm.
So as the President and CEO, you selected the TOB at this timing. And how are your actual feelings towards that?
Well, what is important for me are the multi-stakeholders. Whether the company is unlisted or not, that is not a major issue, is what I think. Employees being able to work in a safe and sound environment and to achieve those 4 points that I've mentioned. And to do that, I think we were able to get the best result.
The second question is, moving forward, Toshiba, what kind of company is it going to become is still unclear. The company at this time they will make the investment in specific terms, what kind of collaboration are you planning to have?
The company that will be making the investment is a LP company, so -- LP investors. So they cannot -- it's structured in a way that they cannot directly get involved in the operation of the businesses. So moving forward, you said that you cannot see what's going to happen. But since June 2, we have been repeatedly explaining our vision. And it is in line with that. Within the very strong infrastructure business, we have a quite of a stable management base. And through digitalization, we are going to change it for -- further being able to grow. In addition to that, developing various technologies that will lead to carbon-neutral and furthermore, quantum technology. We have all the factors that will maximize the corporate value, is what I think.
We are taking questions from analysts as well as investors as well. [Operator Instructions] Yasui-san from UBS. Please go ahead.
I have 3 questions. My first question is whether listed or not listed, I'm sure you have had extensive discussions on the -- given the shareholder structure and business portfolio that you have, what are the disadvantages of being listed? Well, you have made a decision that it's more beneficial to be delisted. So that were -- what were the disadvantages that you saw in continuing to be listed as Toshiba, to the extent that you can share your thoughts on that, please? That's my first question.
And my second question, a number of people have supported JIP from Japan. And what kind of your relationship with those investors -- so business integration, consolidation, will you be looking to strengthen your relationships with investors going forward? That's my second question.
My third question is about hard disks. Accounting-wise, you have to provision a reserve. Demand is weak and quality problems continue. So is there a solution in view? So that's my third question.
So regarding question 1 and 2 will be responded to by Mr. Shimada. And the third question will be answered by Matsunaga.
Yes, about delisting the company. What are the advantages and disadvantages associated with being listed or delisted. As I explained earlier, can we implement medium- to long-term strategy? That is the question. Toshiba's biggest [indiscernible] is the ability to be able to come up with truly something innovative. But in order to generate innovation, a certain amount of time is necessary. So can -- we work together to ensure such time.
What was symbolic is that the proposals at EGM were voted down. So when the company indicates its wish for a future direction, we make that proposal. But if that is voted down, it will be very difficult to continue to operate the company. And as I said earlier, LP investors are who they are. So they will not have direct involvement in the management. Basically, as the company looks to grow, business tie-ups and alliances that are necessary for its growth are always sought. Do we have a specific idea in mind, any fixed plan? No, not yet at this moment.
Well, then, regarding product warranty reserve, I would like to answer the question. Well, this time, for specific customers, for specific products, we have provisioned a reserve for product warranty. And it's limited to specific areas. Already with the customers collaboratively, we are looking into the cost behind the problem and we are actually implementing solutions for both the software and the hardware.
So given that situation, going forward, for resuming shipment, we are making preparations. So of course, we need to continue to monitor the situation. But given the situation so far, we do believe that there will be improvements. The situation will improve.
I would like to ask a follow-up question for question 2 and 3. So regarding the second point, that investors will not have involvement in the management. So TOB, with respect to its legally binding nature, it's more about encouraging a friendly relationship. Of course, because investors are investing, you cannot ignore their wishes. But strategically, you will have a closer relationship to work with investors. And about the hardware. So you provision a reserve, but has that translated into cash outflow?
So regarding the first question, should Shimada-san answer?
Yes, either Watanabe-san or Shimada-san or both.
Okay. Shimada wishes to answer the question.
And I may be repeating but LP investors, they are pure investors. For the growth of Toshiba, from our perspective, what are the initiatives necessary? What is the blend of investors that we need? We have to make a decision for the sake of the company. That would be in the best interest of the company. So I'm repeating my answer.
Well, about the cash outflow, with respect to the reserve, there is partial cash outflow but this is a reserve based on the estimate for the future. Whether the full amount will turn into cash outflow, it depends on the developments in the future. But what has translated into cash outflow is very limited at this moment.
So next, Okawa-san from Daiwa Securities. [Operator Instructions]
My name is Okawa from Daiwa Securities. I also have 3 questions. First question is to [indiscernible]. The plus 26% for order intake year-on-year, this was quite strong. And could you give a more detailed breakdown of this? So if I could ask for your response, one by one to my question.
In regards to order intake, we have a description on Page 18. But in terms of order intake for this fiscal year 2021, 2022, 2023. When you look at the track record thus far, for Energy Systems & Solutions, the order has come down. But for the Infrastructure Systems & Solutions, we have seen the order intake increase. The Energy Systems & Solutions businesses' the thermal system business have seen some decrease. But for other areas, we are continuing to receive orders quite healthily. And as you can see in the backlog, we are seeing the mix change but the order level has progressed quite steadily.
Now for Energy Systems & Solutions, what are the increase other than thermal? And I think there is an increase in infrastructure. I was wondering if you could give a more detailed breakdown.
So apart from the thermal power system order, the situation in regards to Energy Systems & Solutions, and also infrastructure system solutions are showing more growth. So could you give a breakdown. And for Energy Systems & Solutions, the thermal service or grid-related, we are seeing some increases. And for the Infrastructure Systems & Solutions, railways being the driver, if you like, in regards to increasing order intake.
The second question is regarding to the Toshiba Tec. Are you going to sell certain percentage? But as for the voting right, you're going to maintain. And so could you explain the scale, and also timing? And to the extent possible, if you could give some background commentary on this, please. This is my second question.
Well, in regards to the Tec shares, well, Toshiba Tec has made disclosure as well. But as part of the initiative towards privatization, we want to work on improving the capital efficiency as well as to enhance our capital strength. And so this was considered as part of that. And so we will be start selling the shares on this occasion but we will maintain more than 50% of our voting rights. And so as far as the group structure itself is concerned, it will not change.
Understood. And last question is to Mr. Shimada. In 2022, in June -- and you have announced the management policy. It's been some 1 year now. And at that point in time, you have worked on achieving greater efficiency or development, and there was some rigidity in terms of internal structure. So you've mentioned various things. What are the progress achieved thus far and some of the -- what are some of the outstanding challenges that you want to continue to work on?
On the second of June, I've talked about the internal and external rigidities. And I've mentioned those as being the key points. In terms of internal rigidity, we have implemented various initiative and measures. And I've seen quite a significant progress in that regard, in my view. To give you an example, say, for example, the SMG is a business that we have been conducting for many years but that -- we have been able to achieve a outcome here.
And the IT and OT, the domains achieved -- concurrently, this was quite a epoch-making development. And for various areas, we are working on the operating business in collaboration. We're also enhancing collaboration in terms of development as well. And we are now starting to see outcome surface gradually. And this completes my response.
SMG is smart manufacturing business group is what Shimada said as SMG. There are no questions from the English channel. So we'd like to continue questions from the Japanese channel. From Reuter news. Ms. Yamazaki, please go ahead.
Can you hear me?
Yes.
I have 1 question only to Mr. Shimada. This is before you have assumed this position. So maybe you may not know about this. If you're going to do the same privatization, 2017, not having the additional capital JPY 600 billion but at that time, maybe you should have delisted, there are opinions that are saying that. So Mr. Shimada, what do you think about those -- that opinion?
Well, in each moment, what was necessary will differ depending on the surrounding situation. And in history, there's no ifs. So for myself, I wanted to make the most reasonable decision towards the future moment.
Okay. Understood.
Sugiyama-san from Asahi Shimbun Newspaper.
Sugiyama from Asahi Shimbun. Can you hear me?
Yes, we can.
I have a question of Mr. Watanabe. In your initial remarks, you are -- you said that you're turning Toshiba from a good -- being just a good company to a stronger company. And you talked about medium- to long-term value. Why would investors think that Toshiba was just a merely good company? In order to turn Toshiba into a stronger company, what do you think is necessary?
A strong company, a good company, as an expression, well, those expressions were based on my personal thoughts and feelings. A year ago, I became a Chairperson of the Board of Toshiba and started to assist. I realized how competent Toshiba's employees were. They were very serious and earnest and good people. Why is the business operations in confusion despite the fact that there are so many good employees? Well, I'm an accountant myself and so learning from Matsunaga-san, I looked into all the accounts and numbers.
Financially, I think Toshiba has been improving. It's such a great company. It's such a good company. We have wonderful employees. Financially, it's good. It's such a good company but shareholders are not satisfied. Well, perhaps they are part of the shareholders but they're unsatisfied. So what is lacking? And thus, I'm using the word strong company. We need to become a strong company. We already have the right foundation for the business. And at the core of that is human capital. And on top of that, Mr. Shimada became the CEO and data business is being driven under his leadership and a number of initiatives are being implemented. And there's often talk about internal rigidities and external rigidities. Toshiba because the employees are so confident, these rigidities have turned into weakness. He said, I agree.
So CEO Shimada's reform, if it can be done, well, Toshiba's listed shareholders' opinions differ than for Shimada-san to concentrate on his reform initiatives. We thought that it would be best, as BoD, to delist the company. We received a proposal from J-I-P, JIP which was satisfactory to the shareholders in terms of the TOB price. So after delisting, privatization, Shimada-san will continue his reform initiatives and realize Toshiba's value. And that will be the basis for Toshiba to become a stronger company. That's my thought.
Thank you very much. That would be all.
Well, we are starting to run out of time. And so we will take questions from the 3 people who have applied. Nakajima-san from Kyoto, [indiscernible] and also Hiroi-san from [indiscernible]. So these will be the last 3 people. So out of Kyoto News, [indiscernible] Nakajima-san.
This is Nakajima from Kyoto News. Can you hear me?
Yes.
I have 1 question. And -- in regarding the situation of Kioxia Holdings, you did refer to the [ state ] in the information disclosure. And you have referred to potential -- the company merger with a -- as a company, I want to talk to Mr. Watanabe. During the TOB period, if the Kioxia's, the merger or integration does make a development that could potentially have impact on the corporate value of Toshiba. So from the shareholders' perspective as to whether they should tender their shares in the TOB or not, I think that could potentially be in the mix -- the thinking. But the -- what is the risk of the Kioxia negotiation making some advances? If there is some definite movement during the TOB period, what would be the impact, in your view? Thank you.
What we have described -- well, it's difficult to say anything more than what we have described in the information we have disclosed. But to make the situation simple, Kioxia is an important piece in calculating the value of Toshiba. And this is what I said previously. But at the same time, the information that we are able to obtain is quite limited. And that is the kind of contract that we have. And so when we sold the company and we reinvested that was the kind of contract that we had entered into. And so in judging the corporate value of the shareholder value, it is an important piece.
But what is the -- the composing -- the value? And we had a lot of discussion at the Board. And initially, we didn't come up with a recommendation for shareholders to tender their shares, was partially because of the fact that this portion could be a black box. But subsequent to that, we have engaged with the shareholders, many shareholders but still the same. And the Board of Directors, more than the outside shareholders, should have more information. And that is true.
And so we have analyzed the information that we had attained as much as possible. And in the end, the TOB price offered by JIP was considered to be of the best interest for Toshiba right now. And so for the Kioxia piece, of course, before the TOB -- the duration is expired. If something does occur, theoretically speaking, it could potentially have some impact.
But the big theme of privatization on this occasion is -- the -- to put a full stop to the confusion of Toshiba's management that we have gone through for 8 years and we want to focus on business, enhance the corporate value of Toshiba. And that is the best interest of the stakeholders of Toshiba. And this was the judgment made by the management. And when we take that into consideration and so at what point in time the privatization is achieved is quite an important element. JIP, in that regard, came up with a proposal. And their proposal was to enable privatization to be realized at a very short duration. This was quite an important point from the management perspective.
And if there is any development regarding Kioxia, now, at what timing would that be realized? And -- so the -- making a comparison to the monetization based on what JIP is proposing, if there is any movement going forward, I think the Board will look at that and make judgments accordingly. That is all from me.
Regarding Kioxia, from Page 51 to 53 of the disclosed -- timely disclosed material, it is stated there. So please refer to them. Next, Furukawa-san from Bloomberg.
This is Furukawa from Bloomberg. Can you hear me?
Yes, we can hear you.
I also wanted to ask a question regarding Kioxia. And you have answered the majority of my question but I just wanted to confirm and ask once again. Let's say that during the TOB period, Kioxia and the counterparty decided something. And of course, I know it depends on the condition. However, depending on the situation, is there a case that you will take back the recommending to tender shares?
Thank you very much for your question. If I may share what happened in my company, maybe it's easier to understand. For my company, during the TOB period, something has occurred and the content of the TOB has changed. And if you look into it, you'll know what I'm talking about. What I'm trying to say is that tender offer is not led by -- spearheaded by Toshiba. It's JIP. The buyer is going to take the lead. And JIP, when they think that they will not reach the 2/3, what will they do? So they will increase the TOB price, maybe it will lead to that.
For -- in my company's case, the buyer for the tender offer, something has happened during the TOB period. So we increased the price. It's not that we made a negotiation or we've given the threat that we're going to give our recommendation. It's just that the shares did not build up, so we had to do that. And I thought at that time, the TOB price, once the TOB is commenced, it's not that it has to be increased. It's something that will increase naturally, meaning that we're in the hands of the buyers. So there's nothing that the subjected company can do on their own.
Therefore, in that sense for Kioxia, if there's something that happens, in the first instance, JIP, maybe because of this, the shareholders may not tender their shares. They need to make a decision of what measures they will implement. I think that's going to come first. That is the orders what I think. That is all.
Lastly, from Nikkei, Hiroi-san please go ahead.
This is Hiroi speaking, Nikkei, can you hear me?
Yes.
I have 2 main questions. So my first question is as follows: Toshiba in 2015, there was an accounting scandal and it has continued to shrink its business ever since. And you now have stable shareholders, you have the right conditions to grow once again. But these are just the assumptions. So in order to grow once again, what is necessary? What is lacking as of today, do you think?
So is the question directed to Watanabe-san or Shimada-san? May I ask Shimada-san to respond.
Well, frankly, I think we have all the right pieces in place. But as I said earlier, our technologies, what we do as business operations, they take time to generate results. So we're now able to give enough time. Of course, the economic environment may worsen suddenly. But despite such developments, potentially, what is most important for us is to be able to do what we need to do.
My second question. So you now have stable shareholders that you will be able to gain this time. And I think there will be 20 or so investors who will provide funding but they themselves have shareholders and they have duty to their own shareholders. So as Toshiba, for the shareholders, investors who will be investing, what kind of relationships are you looking to build? And if you could also comment as to why so many investors have decided to invest this time. This is a question directed to Shimada-san.
First of all, to shareholders who are providing funding, LP investors, we are extremely thankful. So how can we repay? That all comes down to achieving growth and increasing corporate value. That is the only way in which we are able to repay our debt that we have to the investors. The investors, a number of them have very close relationships with us already. So in that regard, what Toshiba has worked on very hard has been highly appreciated by these investors. And this time, it has culminated in this transaction. So I am extremely thankful.
Thank you. So with that, we'd like to conclude the meeting for today. Thank you all for your participation.
[Statements in English on this transcript were spoken by an interpreter present on the live call.]