Toshiba Corp

TSE:6502

Earnings Call Transcript 2023-Q3

[Midori Hara, executive]

Now that at this time, we would like to start the FY 2022 Q3 business results announcement meeting. Today, in the first 20 minutes, our company will make a presentation, and then we will move on to questions and answers. For the questions and answers, in the first 20 minutes, we will accept questions from the members of the media. And in the next 20 minutes, in the second half, we will receive questions from the analysts and investors. We will accept your questions over the teleconference system. To use the system you need to be preregistered. When you as a question -- Please ask your question from a place where there will be no ambient noise. We thank you for your understanding.

And today, Chairman of the Board of Directors, Mr. Watanabe, has issued a letter to the shareholders regarding the review of the strategic alternatives and for today's disclose financial announcements and change of Representative Executive Officer. The moderator will read out determines message. This will be placed on our web page.

[Yukikazu Watanabe, executive]

Dear Toshiba shareholders. Chairperson's letter to shareholders. Dear Toshiba shareholders, as announced on February 9, 2023, Toshiba Corporation, the company has received a legally binding proposal from a consortium led by the investment fund, Japan Industrial Partners, and is now assessing the proposal and other strategic alternatives. Going forward, with more direct involvement of the special committee and with the aim of acting in the best interest of shareholders and other stakeholders of the company, the company will conduct necessary negotiations.

At the same time, the Board of Directors of the company recognizes seriously Mr. Goro Yanase's resignation as a Representative Executive Officer and as an Executive Officer announced today. The Nomination Committee also helped today, determined that Mr. Goro Yanase will not be nominated as the director candidate at the next Annual General Meeting of Shareholders.

For the sake of shareholders, customers and employees of the company who continue to support us, even in today's difficult macro environment, we feel strongly that there is an urgent need to transform the company. We believe it is important to reach a final conclusion on the strategic alternatives of the company as soon as possible and to start working towards a new stage.

With our basic commitment of committed to people committed to the future and the values of do the right thing, the Board of Directors and the management will together make best efforts. And we would like to ask for your understanding and support going forward. Yukikazu Watanabe, Chairperson of the Board of Directors, Toshiba Corporation.

[Midori Hara, executive]

So that was the Chairpersons letter in message. In the process of studying the strategic alternatives, once final conclusion is reached. We'd like to make a disclosure without delay. Therefore, in this process for this meeting today, we would like to refrain from responding questions related to this process. I would appreciate your understanding. Thank you for waiting. I would like to introduce the speakers today: Masayoshi Hirata, Representative Executive Officer, Corporate Executive Vice President and CFO; Yasuhiro MATSUNAGA, Corporate Officer, Vice President of Finance and Cash Management Division; I myself is from Corporate Communications division. My name is Hara.

Now for the third quarter of FY 2022, financial results will be explained utilizing PowerPoint.

[Masayoshi Hirata, executive]

Thank you very much for coming out of your busy schedules. I would like to explain to you the third quarter business results for FY 2022. Firstly, Page 3. The key points of the financial results. There are mainly 2. The first point. The third quarter year-to-date operating income. As we explained at the time of the second quarter, provision for HDD product warranty, a drastic change in the HDD market and goodwill impairment in the printing business, as we explained at the time of the second quarter. In addition, provision for power generation systems, product warranty in the third quarter as a result of these factors, operating income decreased compared to last year.

And second point. Full year forecast. Following the third quarter results, operating income is revised, JPY 30 billion, down from the previous forecast of JPY 95 billion. And although this is a number for reference. Net income is also revised, JPY 60 billion down from the previous quarter to JPY 130 billion. Now please turn to Page 6. This is the outline of the income statement. Third quarter year-to-date net sales was JPY 2,370.2 billion. Including the impact of exchange rate changes, net sales was JPY 15.1 billion year-on-year, a mostly flat result. And this is after deducting for the deconsolidation impact of Toshiba Carrier Corporation and Chubu Toshiba Engineering Corporation. They affected in the negative direction of JPY 90 billion. And operating income was JPY 8.1 billion, with Electronic Devices & Storage Solutions, Energy Systems & Solutions, Retail and Printing Solutions, et cetera, operating income decreased JPY 79.5 billion year-on-year. Despite higher nonoperating income, net income was JPY 84 billion, a JPY 30.9 billion decrease year-on-year. And this number is also after deducting the deconsolidation impact of Toshiba Carrier and Chubu Toshiba Engineering, up JPY 7.5 billion.

Page 7 is the picture of operating income compared with the same period last year. FY 2021 third quarter year-to-date actual operating income was after adding back restructuring cost of JPY 5.6 billion, JPY 93.2 billion. Please look to the right. As explained in the second quarter results, HDD business deteriorated JPY 37.1 billion, and retail and printing business profit decreased mainly due to goodwill impairment. In addition, with provision for power generation systems, product warranty, et cetera, there were a total of JPY 50.5 billion profit decrease factors.

Please look at the middle part. The trend explained at the second quarter results remains in place. Factors affecting earning power to materials and logistic costs are minus JPY 20.1 billion. Further, fixed cost growth for the future increased JPY 14 billion. But these costs are offset by the weaker yen effective JPY 15.5 billion and profit increase of JPY 21.1 billion coming from sales increase.

Page 8 is nonoperating income breakdown, mainly due to earnings from the sale of Toshiba Carrier Corporation, income on sale of securities was JPY 91.9 billion result in total nonoperating income of JPY 112 billion. Page 9 is free cash flow. Cash flows from operating activities because of semiconductor shortages and bottlenecks in parts and materials, as sales was booked later and payments proceed itself. Consequently, operating cash flow was minus JPY 56.9 billion. For investing cash flow, while we are investing for growth with cash inflow from the sale of securities were JPY 30.2 billion. Together, free cash flow were minus JPY 26.7 billion.

In the bottom half, you can find equity attributable to shareholders of the company with JPY 1,188.7 billion, in addition to net income, and there was an improvement in cumulative OCI. However, as the year-end dividend and the special dividend were paid for FY 2021, Shareholders' equity decreased by JPY 17.9 billion from the beginning of the fiscal year. Shareholders' equity ratio was 33.9%. Net interest-bearing debt was JPY 211.1 billion as a debt position.

On Page 10, which has been already explained and the breakdown is provided. Please refer to them later. Please look at Page 13. Next, I would like to explain the business results by segment. Results breakdown for Energy Systems & Solutions. Net sales were JPY 440.2 billion, year-on-year increase of JPY 78.7 billion. Operating income or loss was minus JPY 10.9 billion, which was down JPY 19 billion from a year earlier. This operating loss of JPY 10.9 billion was due to the following: project cost increased and the provision for product warranty was recorded in power generation systems at Toshiba Plant Systems and Services. In transmission and distribution systems, fuel and transport costs increased in power generation business.

On Page 14, we would like to provide a breakdown for Infrastructure Systems & Solutions. Net sales were JPY 445 billion, operating income was JPY 8.3 billion. In public infrastructure, profit decreased with lower sales in Social Systems business, mainly due to the shortage of parts and materials. But in Railways and Industrial Systems, market has recovered in industrial motors in North America and other businesses in Industrial Systems. Net sales and operating income both increased. For the segment as a whole, net sales increased by JPY 28.4 billion year-on-year, given the effect of weaker yen and while operating income was almost flat.

on Page 15, Building Solutions, net sales were JPY 348.4 billion, operating income was JPY 4.1 billion. For elevator and escalator business, both net sales and operating income decreased mainly due to shortage of parts, including semiconductors, particularly in Japan. With the impact of deconsolidation of air conditioning business upon completion of share transfer, net sales decreased JPY 86.1 billion and operating income decreased by JPY 13.8 billion year-on-year.

On Page 16, breakdown of Electronic Devices and Storage Solutions. Net sales were JPY 600.1 billion and a decrease by JPY 59.7 billion year-on-year. Operating income was JPY 29.2 billion. a decrease of JPY 26.6 billion from a year earlier. And [ it was ] firm market for semiconductors and contribution by the effect of weaker yen and increased the sales of mask writers of nuclear technologies. As in the second quarter, semiconductor business has contributed -- continued to be strong. Operating income was JPY 48.6 billion, ROS was 15.4%.

As for HDDs and others, mobile and desktop markets shrank and there were adjustments in nearline HDD market and increase the provision for product warranty, both net sales and operating income decreased year-on-year. On Page 17, in the top half, you can find the retail and printing solutions and net sales were JPY 376.8 billion, up JPY 42.2 billion However, operating income or loss was minus JPY 8.4 billion, and this was a decrease of operating income by JPY 17.1 billion year-on-year.

It was due to the impacts of goodwill impairment of JPY 20.6 billion attributable to printing business. Details will be explained later. Excluding this impact, operating income was JPY 12.2 billion. Therefore, the actual state of the business has been firm. In the bottom half, you will find digital solutions. The net sales were JPY 158.9 billion, operating income was JPY 13.5 billion. The business continued to be strong as in the second quarter.

On Slide 18, we show the changes in orders received and order backlogs over the past 3 years. Both orders received and order backlog have decreased year-on-year due to large orders received in 2021, but they have remained firm. Please take a look at Page 20. This is FY '22 forecast. Net sales, operating income and free cash flow are changed from the previous forecast. Both net sales and operating income are revised downward by JPY 30 billion. The breakdown is explained on the following pages.

Reflecting the negative equity in earnings of Kioxia of JPY 33.9 billion in the third quarter. Although this figure is for reference only, net income is expected to be JPY 130 billion. Free cash flow, as explained during the previous section, with the continuing trend, it is expected to deteriorate by JPY 80 billion.

Slide 21 shows the FY '22 forecast by segment. Please refer to the column on the right versus previous forecast. Operating income is revised downward by JPY 30 billion to reflect lower income in Energy Systems, Electronic Devices and Storage Solutions and Retail printing. Page 22 is operating income FY '21 and FY '22 comparison analysis. The leftmost column shows operating income for FY '21, which was JPY 165 billion after adding back JPY 6.1 billion restructuring cost.

Now please take a look at the right. In the HDD market, there was a drastic change caused by the decrease of JPY 41.7 billion. Retail operating decrease in profit, mainly due to goodwill impairment, provision for power generation systems, product warranty resulted in a total decrease of JPY 62.1 billion. Please take a look at the center. Although fixed costs for growth increased by JPY 34 billion. They were fully absorbed by the weaker yen and also increase in sales. As an emergency measure, we are currently reducing expenses, including fixed cost for growth to achieve a total of JPY 11 billion improvement during the coming 3-month period from January to March.

FY '22 forecast breakdown of each business is shown on Page 27 and after in the appendix for your reference. After Page 23, as I explained in the second quarter results, I would like to have 2 additional explanations. First is about the goodwill impairment of retail and printing solution. It is on Slide 24.

In Q3, as in Q2, the group carried out an impairment assessment as signs of impairment were recognized due to decline in the share price of Toshiba TEC Corporation, a consolidated subsidiary of the company. And as a result of goodwill impairment of JPY 10.2 billion was recorded, 9-month cumulative goodwill impairment is JPY 20.6 billion. After the impairment, the balance of goodwill related to retail printing business is JPY 22.5 billion. The impairment was recorded in the group consolidated level based on U.S. GAAP. In Toshiba TEC Corporation's consolidated accounting, most of the goodwill was equally amortized at the end of FY '21 in accordance with J-GAAP. This is the detail that the equity earnings from Kioxia. And this is the table as usual for the details, please look at them for your reference.

This concludes FY '22 Q3 consolidated business results announcement. Thank you for your attention.

[Midori Hara, executive]

This was the presentation from our company. There is one correction. Slide Page 16, by segment information is shown, Device and Storage breakdown there. There FY 2022 third quarter sales, JPY 600.1 billion is the correct value instead of JPY 610 billion. The correct value is JPY 600.1 billion. Many apologies. We would now like to move on to questions and answers.

[Midori Hara, executive]

As for the Chairman's message, this is posted on our web page. Now we would like to spend about 20 minutes to accept questions from the members of the media. [Operator Instructions]. Then [indiscernible]

[Unknown Analyst]

This is a of [indiscernible] from [indiscernible] Newspaper. I have 2 questions. In the initial explanation, there was the explanation about the Japan Industrial Partners, JIP proposal. What is going to be the review from now on? And when are you going to make your judgment? And the second question is HDD business drop or decline. Why? And when do you expect to recover? Please explain.

[Masayoshi Hirata, executive]

Thank you very much for your questions. From JIP on February -- as we announced on February 9, we received a proposal from them. The special committee mainly is assessing the content of the proposal right now. How long will the review continue? I think that is what you were asking in your question. As of now, I cannot answer how long this review process will continue. We will assess properly. And once we have a conclusion, we will, without any delays explain to you.

In hard disk drive business. The data center demand. In the third and fourth quarter, we are not seeing recoveries Recovery is difficult. Sales is declining more than we expected, and the situation is continuing and the timing of recovery. Generally, in this -- the expectation is fiscal year 2023, October to December timing. This is the expected timing to hit the bottom in general, but we need to still watch more carefully and identify.

[Midori Hara, executive]

From Reuters, [ Yamazaki The floor is yours ].

[Makiko Yamazaki]

This is Yamasaki speaking. I would like to ask you a question about the case of Mr. Yanase. In 2019, the situation happened. So why did you discover this and this is coming up as an issue. When did you receive those reports on his case? And the power generation systems provisions, could you please explain further on the provision?

[Masayoshi Hirata, executive]

Yes. First, regarding the case of Mr. Yanase regarding the content covered by the timely disclosure as well as what is written in the chairpersons letter on behalf of the Board of Directors of the company. Well, from the viewpoint of protecting the persons who reported on the case, we'd like to refrain from further disclosing any information other than what is already provided. We would like to appreciate your understanding on this. And regarding the power generation systems, on this as well, some time ago, rather 20 years ago, the order was received by the company and the sales -- in 2017, sales were recorded.

Since that time, there were some questions about the quality. Therefore, provisions were booked for quality of the products in order to take necessary measures, but it's going to be a little bit complicated, and we have been continuing with the technological review. And in December, towards the end of November 2022, we found that the technological review was done and completed. And for the best solution for the customers and the relevant parties, and we made a conclusion on that. And based upon which we decided to account for the provisions. That is all.

[Makiko Yamazaki]

Just one point for clarification. Regarding Mr. Yanase and when he assumed the office of COO, did you find that case when he took the office as the COO? Just one point for clarification.

[Masayoshi Hirata, executive]

I would like to respond. This is [ MC ]. Well, in the timely disclosure, after the assumption of the executive officer, the report was filed with the company. So that happened after he took office of the Executive Officer.

[Midori Hara, executive]

Next is [indiscernible].

[Unknown Analyst]

This is [ Yamazaki ], [indiscernible]. About The strategic alternatives I have a question. On the [ 9 ] as disclosed from JIP, it was a proposal that was submit. And from other consortiums, I would like to know whether they are waiting for submissions from other consortiums is the assessment ongoing with other consortiums. And my next question is that the JIP consortium, there are lenders that are committed to lend the loan. And there are some talks and people saying that the banks want to get more strongly involved in the management. So how do you view the bank involvement in management?

[Masayoshi Hirata, executive]

So about other consortiums. I believe that any consortium that has shown interest, they are still studying the possibility. But at the moment, JIP and the consortium is now being assessed. And for the loan -- we have not directly engaged with the banks. So the JIP is negotiating with the banks. So about that detailed situation. At this point, we are not aware of such fact. The special committee as they receive any information. It will be part of the discussion and the assessment as well. That is all.

[Unknown Analyst]

About my first question, I want to confirm. So JIP, Japan Industrial Partners, is now being assessed their proposal. So if Toshiba decides not to accept that proposal, are you going to wait for other proposals? Or is this process going to be completed and end? So which is the case.

[Masayoshi Hirata, executive]

At that moment, the proposal from JIP, yes, it is true that they have submitted a proposal and how things will develop, I cannot answer. It's difficult to answer on a hypothetical case scenario. So I would like to refrain from making any comments. It is a fact that the Japan industrial partners have submit a proposal, and it is a fact that special committee has now started the assessment, and it has been in the disclosure that is all.

[Midori Hara, executive]

Thank you very much. Any questions regarding the process. As we informed you at the beginning, there are limitations on what we can answer to you. So please limit your questions to the financial results. Now [indiscernible] san.

[Unknown Analyst]

This is [indiscernible]. I have 2 questions. Now first about Mr. Yanase. Mr. Yanase, the series of reorganization in the review process. What was his role? And for this process, what is the impact on the process of his resignation? This is my first question. And the second question is a rather detailed question. From the financial results material, I can see on Page 22, special committee related costs. The cost amount is fluctuating compared to the assumption as of the time of November, what is the change in the assumptions?

[Masayoshi Hirata, executive]

Now first of all, Mr. Yanase's matter, Executive Officer and COO, has been his position. On the other hand, he is a Director. In this sense to the process -- he has been involved and he has been playing a certain role in the process. But it's not that Mr. Yanase was doing everything. This is clear. Multiple number of team -- multiple number of people in the team were doing the work, so not particularly affecting this process. And the other question MATSUNAGA sen, can you answer?

[松永 靖弘, executive]

Yes. special committee cost. For this question, compared to the initial expectation, we are spending more time, more than expected, we've been weighing the strategical tenet. And considering the situation, we revised this year's expectation.

[Unknown Analyst]

So compared to the initial expectation, you are spending more time and less costs. What's the logic?

[Masayoshi Hirata, executive]

fixed remuneration and success-based remuneration are there. And when the process is done, we are paying a certain amount with some parties. So as of now considering the timing and up until the end of March, are we going to pay? It seems unlikely, therefore, upon this assumption, we have removed certain costs.

[Midori Hara, executive]

Next from Bloomberg, Furukawa please.

[Rei Furukawa, analyst]

Including the privatization strategical alternatives, I have one question. JIP's proposal is going to be reviewed going forward. And Toshiba, what is the time line and by when you are expecting to make the final decision. And then if it is going to continue into next fiscal year and how much additional expenses will be incurred and it will make it difficult to run the AGM, there may be potential impacts on the business operations. So if negotiations continue or discussions continue into the next fiscal year? And what will be the problem or troubles you may encounter? Could you please explain?

[Masayoshi Hirata, executive]

Whether or not there is any uncertainty into the future. Of course, in this regard, this has caused the concern among different stakeholders. So we would like to sort it out. as soon as possible, that will be the best. However, how much incremental cost will be incurred. And towards the administration of the AGM, Annual General Meeting, of Shareholders. So this is not something to be determined based upon such short-term perspective. So centering on the special committee and so forth, we would like to have a close review of the proposal and at the Board of Directors meeting, we would like to make a decision. So we would like to proceed with these processes setting aside the short-term processes, I think that is what the Board of Directors are thinking.

[Midori Hara, executive]

Next, [indiscernible] from NHK.

[Unknown Analyst]

So I would like to ask a question about the process. There are 2 questions. First, on the 9th, yes, it is disclosed that you received a proposal. And I would like to ask Mr. Hirata. So have you seen the proposal yourself? And if you have any remarks, in short, can you give me your feedback of the proposal? And to be specific, the assessment will take place at the Special Committee. But what kind of negotiation, what kind of discussion is expected, especially requested from the management executive side?.

[Masayoshi Hirata, executive]

So until the proposal was submitted during the DD as part of the finance department, I was also involved and also did provide explanation. For the proposal that was submitted on February 9, basically, it is going to be assessed by the special committee. So to be frank, I haven't seen it. The Special Committee and the Board of Directors for all the stakeholders of Toshiba to enhance their benefits and not just my expectation, but my wish, but it is I am sure that they will come to a conclusion, such conclusion.

[Unknown Analyst]

Well, for example, any business or shareholder return, is there anything that you could comment on?

[Masayoshi Hirata, executive]

Well know that nothing at this point that I can comment.

[Midori Hara, executive]

Thank you very much. At this stage, we would like to see questions from the English channel [Operator Instructions]. English channel? From the English channel, anyone with a question. There seems to be no questions. Therefore, we will return back to the Japanese channel. Asahi Shimbun san, please.

[Unknown Analyst]

And coming back to several questions ago, the cost related to the special committee. Now the success base be and because the time is prolonged and there's for less cost. In other words, this means that you were intending to reach a conclusion by March this year. Was this your expectation? Initially, we won't get to work as fast as we wanted. And one timeline that we can consider is more. So I think that is right, March yes. And then the other question related to the process is, this time, hard disk drive market worsened, and this time as well, downward revision compared to the last forecast as well. Performance is worsening. And Will this affect your review of the strategic alternatives.

[Masayoshi Hirata, executive]

In the short term, many apologies that we are causing a lot of concerns to you, but the strategic alternative is not about the short-term matter. It is about the future of Toshiba's corporate value. This is about the future. And if there are requests, we would like to respond to the candidates, if necessary, from the executive side.

[Unknown Analyst]

What do you mean? Do you provide more explanation about the current situation?

[Masayoshi Hirata, executive]

Yes, if there are questions, we will answer the questions up until 3:00, the information was not disclosed and within Toshiba, confidential. So we have not explained to anyone. And if anyone requires explanation, we should be explaining.

[Midori Hara, executive]

[indiscernible]

[Unknown Analyst]

This is [indiscernible]. Regarding the reviewing of the strategic alternatives regarding the proposal from JIP, TV is about JPY 200 million. So what is your take on this pricing?

[Masayoshi Hirata, executive]

I don't have any take or observation about that from me.

[Unknown Analyst]

From the interim announcement as well, do you have downward -- made downward revisions to the results forecast and the 30% payout ratio for returning to the shareholders? And this is the target you have set up? And have there been any changes potentially to this target as well?

[Masayoshi Hirata, executive]

At the time of the second quarter business results announcement and also this time, the financial briefing, we have provided the forecast the dividend at JPY 70 per share at the year-end dividend, we do not have any intention to change this dividend amount.

[Midori Hara, executive]

Any other questions from the media? So it is about time. We would like to conclude taking questions from the media. Now from the analysts and institutional investors, we would like to take questions. Starting from the Japanese channel, and then we will switch to English channel. So starting from the Japanese channel, [Operator Instructions]. Citigroup, Ezawa san, please? .

[Kota Ezawa, analyst]

This is Ezawa from Citigroup. I have 2 questions. First, is about JIP and second is about the results. About JIP, my question is about the preferred negotiation bidder was given to JIP and we're waiting for the proposal to be submit. I think that was the case. So the preferred bidder position. So I think originally, the deadline was December end, which was postponed, extended to January. And then I think it was then again, extended to February. So is that true? Is that a fact? And moving forward, the JIB, the preferred bidder status until when will it continue? Also, Hirata-san, you mentioned earlier. After this preferred bidder situation expires, are you going to receive? And will you be open to receiving other proposals? Or even now, are you open to receive other proposals? That is my first question.

[Masayoshi Hirata, executive]

Thank you. But between JIP, it is a process that is ongoing with the special committee assessing. And personally, that I was not fully aware of the sense that JIP was given the preferred bidder status. And the people, myself and also the finance department has responded to any questions fairly to any due diligence. So it was not a matter of having a preferred bidder status or not or whether it exposures. So any other candidates, if there's any other proposal, the finance will respond to any questions and respond to it.

[Kota Ezawa, analyst]

I understand. So next question is about the results. So there is a waterfall chart on Slide 22 and about the factors affecting earning power, and there is a commentary. So for each line, each item for the next fiscal year, which could be a positive effect for the earnings power? So -- but the sorting materials and logistics costs up to Q4, it is expected that the very tough situation is going to continue for some time. But some of the materials costs are coming down. Also -- and I think that the new pricing will kick in and also the logistics cost perhaps could be reduced for the full year for the next fiscal year. So do you have any outlook for the next coming year? Also, the mix in differences. In Q4, I believe that it will contribute positively to Q4 results. Can you explain why?

[Masayoshi Hirata, executive]

As you said, for some of the materials, the price, and they were quite highly elevated. Some prices are coming down. as well as logistics cost, I think they are coming down. So based on those, that environment and climate, when creating next fiscal year business plan. The recent development is that more than what we had expected, the situation is deteriorating, which is appearing in the figures. So from the year-end, calendar year-end, we have started to review the business plan for the coming fiscal year. Once the review is completed, we would like to explain on that case.

In Q4, for the product mix, to improve from the previous year, perhaps it has caused some concern. I think I received a similar question at the Q2 results session. Previous year, about the soil contamination and provision for the soil contamination was booked. And this year, we do not have such provision. So about the JPY 20 billion improvement -- that was a deterioration last year, which disappears not happening this fiscal year. So it's not a large concern

[Midori Hara, executive]

Thank you very much. Moving on, UBS Securities Yasui-san.

[Kenji Yasui, analyst]

Yasui of UBS Securities. I have 3 questions. This time, operating income, JPY 30 billion decrease or downward revision and presentation material Page 20,22, you talk about onetime factors. At this time, you are revising down. And at the end of this fiscal year, JPY 62.1 billion onetime factor with this onetime factor be over this year. Thinking about next year, JPY 95 billion plus JPY 62 billion. Will this be the starting point for next fiscal year? This is my first question.

[Masayoshi Hirata, executive]

Thank you for your question, JPY 62.1 billion. Major ones there are -- for one, retail and printing goodwill impairment. And as I explained, another JPY 20 billion of goodwill is remaining. But now TEC stock price is recovering favorably right now. And on a speaking, we don't know. We can't tell Q4 next fiscal year, what will be the stock price of TEC? We don't know. Not alone about only about that, but FX trend. And also within tech MFP and pus business, how will changes take place with these combined factors goodwill impairment will be determined. I cannot categorically say there will be no goodwill impairment. But I think this year, the TEC stock price affected us quite severely.

Another element is power generation systems provision. Here a lot or a certain place for certain customers, quite much pinpointed to a great extent. Other than that, there is no such problem, therefore, this JPY 62.1 billion next fiscal year, should improve to a great extent next fiscal year. Oh, one more thing. Just one thing here. Air Conditioning business deconsolidation effect is factored in here. This deconsolidation effect, because air conditioning business will be gone. This part will be an effect of pulling down the business result.

[Kenji Yasui, analyst]

And now for free cash flow, this time, operating income, JPY 30 billion reduction, minus JPY 80 billion less in free cash flow. Why free cash flow is reduced this time? And next fiscal year, how much will this be onetime factor worsening the free cash flow in 2022. And are there any improvement factors for 2023? Qualitative answer is fine. And this is my second question.

[Masayoshi Hirata, executive]

Thank you for your question. For one thing, many apologies, but profitability is down. Therefore, cash in is less than we expected. Basically, although this may be an excuse, but in the third quarter and in the fourth quarter, the semiconductor shortage and with the bottlenecks in the parts, we cannot book sales. In an extreme manner, we purchased 90% of the materials, but the remaining 10% of the materials we are waiting for them, and we don't get all the materials and we cannot book sales as a result. In that case, we are making payments and payments are proceeding sales. And as a result, this fiscal year's financial results worsened and the customers are determined. And in the next year, first quarter, we can book sales April to June, and then we can collect sales, but half of the JPY 80 billion will be the improvement factor for next fiscal year?

And in energy and social infrastructure also to a certain extent as well, in usual years, in the fourth quarter or so, [indiscernible], we received advanced payments that has been a common pattern. We expected about JPY 20 billion from that. But so far, as of today, we are not in a position to receive advanced payments. So we have dropped this part for now. Even without advance payments, we are seeing orders coming in next fiscal year onwards, we will be receiving advanced payments or even without advanced payments, we will be collecting sales receivables.

So together, I would say maybe JPY 60 billion, we can recover next fiscal year. This is my thinking for the time being.

[Kenji Yasui, analyst]

And then finally, Kioxia case. Your company has earnings health. And there is -- you have equity method holding. And there is discussion of integrating with the U.S. company being discussed. But what is going to be your position about Kioxia going forward? How will you hold or not hold?

[Masayoshi Hirata, executive]

Thank you for your question. This is a matter difficult to explain. Kioxia deal. Once the deal is firm Several years ago when it became firm with the other major shareholder, there was the shareholder agreement with the other shareholder. And basically, at that time, -- it was decided that we will not commit about Kioxia and that we will not participate in management of Kioxia. So we cannot comment about Kioxia. We have nothing to comment about Kioxia on our side, but same is hard described, the memory market situation is quite much worse right now. We want to watch the objective manner.

[Kenji Yasui, analyst]

And there was the policy of IPO in the past. Any change in the policy, any other options that you might be taking?

[Masayoshi Hirata, executive]

On this, the biggest shareholder will be determining. So in this meeting, I have nothing to comment.

[Midori Hara, executive]

Next, from SMBC Nikko Securities, Yoshizumi-san.

[Kazutaka Yoshizumi, analyst]

SMBC Nikko Securities, Yoshizumi speaking. And I have 2 questions. Power generation system, the provisions were accounted for. Only for 3 months of the third quarter, JPY 13.5 billion was accounted for. Is it correct understanding? And then excluding this impact of provision, about JPY 5 billion increase should have been recorded for the increased profit for power generation systems. So what would have been the profitability excluding this impact of the provisions? Could you please give us your comment?

[松永 靖弘, executive]

Thank you very much for your question. For power generation systems provision, it's only accounted for -- during the third quarter. So in the financial results for the third quarter, we provided for the provisions. As Hirata-san mentioned earlier, this was the case for a specific customer on specific projects. Therefore, we do not expect that, that will be recurring in the future. And as you asked the question earlier regarding the amount, that is correct. So the certain profitability has been maintained so far. That is our understanding.

[Kazutaka Yoshizumi, analyst]

Understood. my second question is earlier at the committee, costs related to special committee, you mentioned about the contingent remuneration you may not be able to provide us with any explanation. What is the criteria for triggering the contingent remuneration? Could you please explain that as well, if possible. For determining the strategic alternatives, do you think that, that will be regarded as the trigger for the contingent remuneration or any incentives for increasing the share price of the company? Could I have your comment? .

[Masayoshi Hirata, executive]

Thank you for your question. As you stated, I'm afraid that I'm not able to explain these at this occasion. But generally speaking, when about there is such a deal like this and then there can be potential various incentives. So it is not very surprising incentives in place. Please understand this.

[Midori Hara, executive]

Next Daiwa Securities, Okawa-san.

[Junji Okawa, analyst]

This is Okawa from Daiwa Securities. I have 3 questions. First, is about the semiconductor business. So Q3 alone compared to the internal budget, how was the performance Also, about JPY 4 billion, it was revised downward. Can you explain about the background?

[Masayoshi Hirata, executive]

I will respond first about the semiconductor. In general, it is favorable. Power semiconductor, discrete. These are performing strong, but some we do have partially the commercial use that is used for the consumer sector. And in November, when we announced Q2 compared to that time, that area, it is pushing down the performance. As a result, the semiconductor is performing weaker Also, the ForEx -- at that time, JPY 140 was the ForEx assumption now, JPY 130 in Q4, JPY 130 is the assumption. So that is also another pressure, downward pressure, that is all. .

[Junji Okawa, analyst]

My second question now is about the -- you have the product mix. And in Q2, the forecast JPY 7.2 billion downward revision. So the reason, could you explain about the downward revision?

[Masayoshi Hirata, executive]

Thank you for the question. You are saying about the product mix deterioration, JPY 7.2 billion deterioration. That is -- there is some low profitability projects that is expected. So for that reason, that is a downward preference pressure and it is a deterioration with the product mix compared to last time. And I would like to supplement one major one items. As MATSUNAGA-san explained, that is also true, but also larger items I said about the consumer used semiconductor, the back-end process, and there were a lot that have been reserved for back end. Manufacturing and some we have to pay for the cancellation. So that is also another factor for the deterioration.

[Junji Okawa, analyst]

The third question is about Mr. Yanase. It may be difficult for you to comment. So as a Board member, he will remain as Board member. So -- but will he attend Board meetings? May I confirm?

[Masayoshi Hirata, executive]

He will remain in the position as a director. Whether he will attend the Board meetings or not, I'm afraid, I am not aware of the answer. I do not have the answer.

[Midori Hara, executive]

Thank you very much. analysts and investors, there is no one on the English channel. So finally, one person more from the Japanese channel. Tokai Tokyo Research Center, ishino-san, please.

[Masahiko Ishino, analyst]

Then from my side, sorry that my question is detailed, but hard disk drive business. Third quarter and fourth quarter what is your recover expectation going forward. And NuFlare technology contribution seems to be greater. I think you alluded to that. Can you explain more about that for a hard disk drive.

[Masayoshi Hirata, executive]

I think there was someone who asked earlier, and I think I mentioned somewhat. So the point is when will the data center demand will be recovering. That will be the point. You may be more familiar. But as we understand and as you must have heard from various sources around December, this year should hit the bottom and should be recovering from them. And that is the expectation, and we intend to act accordingly. And for NuFlare technology, as you mentioned, the business is quite strong.

We expect to receive orders solidly continuously and sales should be booked. Sorry, this was although rough. My answer.

[Masahiko Ishino, analyst]

NuFlare profit contribution in this sense, must be higher, increasing in the semiconductor business?

[Masayoshi Hirata, executive]

Yes, sales contribution is growing gradually, and the absolute profit amount is also growing, too.

[Midori Hara, executive]

Thank you very much. Now it is time to close today's meeting. So we'd like to conclude today's earnings call. Thank you very much for your participation.

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