https://www.nihon-ma.co.jp/
TSE1st section: 2127
The information included in this presentation, such as industry trends and analysis, future plans, and forecasts, is based on data available at the time of release. We make no
guarantees regarding future plans or forecasts since the operating environment is subject to risks and uncertainties, meaning it could change substantially in the future.
Results of Operations for the Third Quarter
of the Fiscal Year Ending Mar 31, 2018
January 30, 2018
Assisting companies to grow and prosper through M&As
Revised upward full-year income forecast
Upward revision Ordinary Income
11.3 billion yen
YoY124.6
％
12,000
14,000
16,000
18,000
20,000
22,000
24,000
売上高
6,000
7,000
8,000
9,000
10,000
11,000
12,000
経常利益
21,390
24,000
19,069
10,000
11,300
9,070
Revised forecast FY2017
Results in FY2016
Sales
¥mn
Ordinary Income
¥mn
Sales
Operating Income
Ordinary Income
Net Income
Original forecast A
(¥mn)21,390
10,000
10,000
6,763
Revised forecast B
(¥mn)24,000
11,300
11,300
7,680
B / A 112.2％ 113.0％ 113.0％ 113.6％
Resuits in FY2016 C
(¥mn)19,069
9,046
9,070
6,174
B / C 125.9％ 124.9％ 124.6％ 124.4％
FY2017 Revised upward full-year income forecast
(¥mn, %)
YoY
125.9
％
YoY
124.6
％
Original forecast
FY2017 Revised forecast
FY2017
Results in FY2016
Period
Ordinary income
(annual)
Ratio of exercisable
paid-in stock options
Remarks
(1)
FY2015
In any FY
Over
8 billion yen
30% of all paid-in
stock options allotted
FY 2015
ordinary income result
¥7.1 bn
(2)
FY2016
FY 2016
ordinary income result
¥9 bn
(3)
FY2017
Over
9 billion yen
30% of all paid-in
stock options allotted
(4)
FY2018
Over
10 billion yen
40% of all paid-in
stock options allotted
-* However, when ordinary income dips below 6 billion yen even once, between FY2015 and FY2018, these
paid-in stock options cannot be exercised regardless of the abovementioned conditions.
FY2017
Ordinary income in 1Q-3Q
exceed 10 billion yen
Medium-term Management Objectives
Paid-in stock options whose terms for exercise are linked to operating results
achieved
Ordinary income in 1Q-3Q exceed 10 billion yen as the medium-term
management objective, and will be achieved one year in advance.
24,000
5,496
6,310
7,116
9,070 10,000
2,000
3,000
4,000
5,000
6,000
7,000
8,000
9,000
10,000
11,000
12,000
2014/3
期
2015/3
期
2016/3
期
2017/3
期
2018/3
期
予想
10,54712,227
14,778
19,069
21,390
4,000
6,000
8,000
10,000
12,000
14,000
16,000
18,000
20,000
22,000
24,000
2014/3
期
2015/3
期
2016/3
期
2017/3
期
2018/3
期
予想
Revised
forecast
⇒
Original forecast→
11,300
Long-term Changes in Operating Results
Break our highest profits for eight consecutive periods in FY 2017
Changes in Sales
(¥mn)
Changes in Ordinary Income
(¥mn)
FY2017
(forecast)
FY2013
FY2014
FY2015
FY2016
FY2013
FY2014
FY2015
FY2016
FY2017
(forecast)
Original forecast→
6,500
7,850
11,000
13,300
16,880
7,214
10,547
12,227
14,778
19,069
4,000
6,000
8,000
10,000
12,000
14,000
16,000
18,000
20,000
2013/3
期
2014/3
期
2015/3
期
2016/3
期
2017/3
期
当初予想
実績
3,000
3,700
5,750
6,710
8,000
3,437
5,496
6,310
7,116
9,070
1,000
2,000
3,000
4,000
5,000
6,000
7,000
8,000
9,000
10,000
2013/3
期
2014/3
期
2015/3
期
2016/3
期
2017/3
期
当初予想
実績
Actual Results and Forecasts
Actual results exceeded forecasts
for the seventh consecutive period.
Changes in Sales (¥mn)
Changes in Ordinary Income
(¥mn)
Original forecast Actual results
FY2015
FY2016
FY2012
FY2013
FY2014
Original forecast Actual results
Market Capitalization exceed 500 billion yen,
Long-term Satisfactory Progress
733
1,199
1,399
1,959
2,481
35.3 35.9 35.4
40.5 40.2
30
32
34
36
38
40
42
44
46
48
50
0
500
1,000
1,500
2,000
2,500
3,000
2013/3期 2014/3期 2015/3期 2016/3期 2017/3期 修正予想 配当総額
配当性向
0
100,000
200,000
300,000
400,000
500,000
600,000
Changes in Total Dividends and Market Capitalization
Changes in Market Capitalization
(million yen)
Trends in total dividends and payout ratio
(million yen, %)
Total Dividends
Payout Ratio
(Million yen, percent)
FY2017
(3Q Results)
YoY
FY2017
Original full year forecast
FY2016
(3Q Results)
FY2016
(Full-year
Results)
Total % % Total % Total % Total %
Sales
19,963
100.0
133.1
21,390
100.0
14,997
100.0
19,069
100.0
(M&A sales) (19,750) (98.9) 14,805 98.7 (18,800) (98.6)
Cost of sales 6,890 34.5 5,112 34.1 6,978 36.6
(Referral fees and outsourcing
expenses) (2,889) (14.5) 2,052 13.7 (2,604) (13.7)
(Personnel and transportation costs) (3,865) (19.4) 2,962 19.8 (4,233) (22.2)
Gross profit
13,072
65.5
9,884
65.9
12,090
63.4
SGA expenses 2,714 13.6 2,225 14.8 3,044 16.0
Operating income
10,357
51.9
135.2
10,000
46.8
7,658
51.1
9,046
47.4
Non-operating income 74 0.4 76 0.5 51 0.3
Non-operating expenses 7 0.0 39 0.3 27 0.1
Ordinary income
10,424
52.2
135.5
10,000
46.8
7,695
51.3
9,070
47.6
Extraordinary gain - - 0 0.0 0.0 0.0
Extraordinary loss - - - - -
-Income before taxes
10,424
52.2
7,695
51.3
9,070
47.6
Corporate tax 3,091 15.5 2,432 16.2 2,896 15.2
Net income
7,332
36.7
139.3
6,763
31.6
5,263
35.1
6,174
32.4
Highest profit
Total 3Q net income
reaching 139.3
％
in the same period of the previous year
1,009 1,205
1,896 2,278
3,631 1,075
1,696
1,773
3,359
3,536
1,957
2,097
2,257
2,058
3,256
1,453
1,311
1,188
1,375
0
2,000
4,000
6,000
8,000
10,000
12,000
2014/3期 2015/3期 2016/3期 2017/3期 2018/3期
第 四半期
第 四半期
第 四半期
第 四半期
Ordinary Income Progress
Ordinary income for 3Q
9months
exceed
Original Full year performance forecast
12months
0
2,000
4,000
6,000
8,000
10,000
Performance in the current FY FY2017
Result in the previous FY FY2016
Original Full year performance forecast
for the current FY FY2017
Ordinary income in 1Q-3Q 10,424
Ordinary income in 1Q-3Q
of the previous FY 7,695
Full year performance 9,070
Three-quarter of the year 7,500 2,500
Original full year forecast 10,000 Compared to the same Period of the previous FY
135.5％
Changes in quarterly results
of ordinary income
(Unit: ¥mn)
4Q
3Q
2Q
1Q
FY2013 FY 2014 FY 2015 FY2016 FY2017
Progress of the year
performance forecast
(Unit: ¥mn)
Compared to the same Original full year forecast
FY2014 FY 2015 FY 2016 3Q FY 2016 FY 2017 3Q
Total % Total % Y o Y Total % Total % Y o Y Total % YoY
Sales 12,227 100.0% 14,778 100.0% 120.9% 14,997 100.0% 19,069 100.0% 129.0% 19,963 100.0% 133.1%
Direct costs*1 1,625 13.3% 2,110 14.3% 129.8% 2,150 14.3% 2,745 14.4% 130.1% 3,025 15.2% 140.7%
Direct profit 10,601 86.7% 12,667 85.7% 119.5% 12,846 85.7% 16,324 85.6% 128.9% 16,937 84.8% 131.8%
M&A sales 12,009 100.0% 14,542 100.0% 121.1% 14,805 100.0% 18,800 100.0% 129.3% 19,750 100.0% 133.4%
M&A cost of sales*2 1,537 12.8% 1,996 13.7% 129.8% 2,052 13.9% 2,604 13.9% 130.5% 2,889 14.6% 140.8%
M&A gross profit 10,471 87.2% 12,545 86.3% 119.8% 12,753 86.1% 16,195 86.1% 129.1% 16,861 85.4% 132.2%
Other sales 218 100.0% 235 100.0% 108.0% 191 100.0% 269 100.0% 114.2% 212 100.0% 111.0%
Cost of other sales 87 40.2% 114 48.4% 130.0% 97 51.1% 140 52.1% 122.9% 135 63.9% 138.7%
Other gross profit 130 59.8% 121 51.6% 93.2% 93 48.9% 128 47.9% 106.0% 76 36.1% 82.0%
Non-allocable cost of
sales*3 2,461 20.1% 3,208 21.7% 130.3% 2,962 19.8% 4,233 22.2% 132.0% 3,865 19.4% 130.5%
Gross profit 8,140 66.6% 9,459 64.0% 116.2% 9,884 65.9% 12,090 63.4% 127.8% 13,072 65.5% 132.3%
Breakdown of consolidated sales into
M&A sales and other sales
(Reference) Sales and Profits by Business
(yen, mn)
*1
Direct cost includes M&A cost of sales (referral fees and outsourcing expenses) and cost of other sales.
*2
M&A cost of sales consists of referral
fees and outsourcing expenses
.
Assets
End of
FY2017 3Q
%
Change
FY2016
End of
I Current assets
19,292
62.6
6,759
12,533
Cash and deposits 15,379 49.9 5,335 10,043
Other current assets 3,913 12.7 1,423 2,489
II Fixed assets
*11,506
37.4
-916
12,423
Total assets
30,799
100.0
5,842
24,956
Liabilities
and net assets
End of
FY2017 3Q
%
Change
End of
FY2016
I Current liabilities
6,211
20.2
1,337
4,873
II Fixed liabilities
3,435
11.2
-566
4,002
Total liabilities
9,646
31.3
770
8,876
Interest bearing liabilities 4,000 13.0 -500 4,500
Net assets
21,152
68.7
5,072
16,080
Retained earnings 23,220 75.4 4,576 18,644
Total liabilities and
net assets
30,799
100.0
5,842
24,956
*Long-term deposit
End of FY2017 3Q 9,000
Balance Sheet Summary
Maintaining a sound balance sheet
95
115
146
188
221
258
50 100 150 200 250
2013/3期 2014/3期 2015/3期 2016/3期 2017/3期 2018/3期4Q 期首
The number of hired consultants increases steadily, and over
250.
267
＋
9
※1End of FY201 2
End of FY2013
End of FY2014
End of FY2015
End of FY2016
End of 3Q FY2017
Jan.1 2018
Cost of sales
Consultants
95
115
146
188
221
250
258
Non-consultants
7
9
11
28
41
52
53
SGA Expens es
Non-consultants
13
14
16
18
21
19
18
Total
115
138
173
234
283
321
329
※
※
Employee Numbers
(Unit: Persons)
No. of consultants
End of FY2012
End of FY2013
End of FY2014
End of FY2015
End of FY2016
*1
9 mid-career recruits and 15 new graduates have accepted informal job offers as of January 30 (Consultants) .
*2
Consists of sales support members from the sales planning division, sales support division, etc. including the experts from Corporate Value
Laboratory Inc.
*
Seconded persons are not included in the number of staff
members shown above.
The number of hired consultants and
prospective hired consultants on Jan. 30
The number of hired consultants on Jan. 1
The number of deals closed has been increasing steadily over a long period of
time to reach 2.7 times in five years (from 194 to 524)
The total number of deal closed in 1Q-3Q exceed the previous year's.
Continuing high growth rate.
194 207
254
338
420
524 531
100
150
200
250
300
350
400
450
500
550
600
2012/3期 2013/3期 2014/3期 2015/3期 2016/3期 2017/3期 2018/3期
3Q
3Q track record
Long-Term Trends in the Number of Deals Closed
(Unit: Number of deals)
Trends in the number of
deals closed
FY 2011 FY 2012 FY 2013 FY 2014 FY 2015 FY 2016 FY 2017
The total number of deals closed in 1Q-3Q reached 531, the highest number ever
,
YoY :
130.8
％
. M&A sales per deal is also increase.
FY
2014 FY 2015 FY 2016 FY 2017
FY
Total 1Q 2Q 3Q 4Q
FY
Total 1Q 2Q 3Q 4Q
FY
Total 1Q 2Q 3Q
Comul ative total
Total deals (number of
companies)*1
338
108
101
118
93
420
127
152
127
118
524
173
207
151
531
Total amount for thesame fiscal year
-
108
209
327
420
-
127
279
406
524
-
173
380
531
-Number of sellingdeals closed
169
54
53
59
46
212
63
77
63
59
262
83
104
76
263
Number of buyingdeals closed
169
54
48
59
47
208
64
75
64
59
262
90
103
75
268
Other closed deals(restructuring, etc.)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-M&A sales 12,009 3,412 3,343 4,356 3,430 14,542 4,282 5,889 4,633 3,994 18,800 6,422 6,985 6,343 19,750M&A sales per deal*2 35.5 31.6 33.1 36.9 36.9 34.6 33.7 38.7 36.5 33.9 35.9 37.1 33.7 42.0 37.2
Total number of deals closed
(number of transactions)*1
173
57
53
61
49
220
64
79
64
60
267
91
105
76
272
Total amount for the
same fiscal year
-
57
110
171
220
-
64
143
207
267
-
91
196
272
-Number of Deals Closed and Other Statistics (Details)
(Units: number of deals, million yen)
*1 Total deals (individual) is the number of sell-side deals added to the number of buy-side deals (based on contingent fees). Total deals (transactions) is the total number of transactions.
Sellers
Buyers
Transaction
scheme
Business details
Area
Business details
Area
1 Civil engineering and construction of buildings Kanto leasing industry Kanto Stock transfer
2 Civil engineering Kanto Civil engineering Kanto Stock transfer
3 Builder Kyushu, Okinawa Advertising Kyushu, Okinawa Stock transfer
4 Food production Kanto Fund Kanto Stock transfer
5 Metal processing Koshinetsu Wholesale of electrical machinery and
equipment Kanto Stock transfer
6 Ornaments production Kanto General leasing Kanto Stock transfer
7 Houseware manufacturing Kansai Houseware retail Chugoku, Shikoku Stock transfer
8 Information processing services Hokkaido, Tohoku Commissioned software development Kanto Stock transfer
9 Transportation Kanto Transportation Kanto Stock transfer
10 Wholesale of office machinery and equipment Kyushu, Okinawa Retail of electrical machinery and equipment Kyushu, Okinawa Stock transfer
11 Grocery retail Tokai, Hokuriku Food production Tokai, Hokuriku Stock transfer
12 Architectural design Kansai Fund Kanto Stock transfer
13 Restaurants Kanto Iron frame work Hokkaido, Tohoku Stock transfer
14 Beauty Industry Chugoku, Shikoku Real estate rental Kanto Stock transfer
15 Education services Kanto Education services Tokai, Hokuriku Stock transfer
16 Display industry Kanto Printing Tokai, Hokuriku Stock transfer
17 Real estate rental Kanto Real estate brokerage Kanto Stock transfer
18 Pavement construction Tokai, Hokuriku Pavement construction Kanto Stock transfer
19 Food production Kansai Food production Tokai, Hokuriku Stock transfer
20 Paper container production Tokai, Hokuriku Packaging material production Kansai Stock transfer
21 Printing Kanto Printing Kanto Stock transfer
Number of deals closed for 3Q (Oct. - Dec.) 1/3
151 deals closed in 76 groups in one quarter.
A large variety of industries across a vast area!
On average, one M&A deal is closed every day.
Number of deals closed for 3Q (Oct. - Dec.) 2/3
(cont'd from previous page)(cont'd on next page)
Sellers
Buyers
Transaction
scheme
Business details
Area
Business details
Area
22 Printing Kansai Chemical product wholesale Kyushu, Okinawa Stock transfer
23 construction material production Hokkaido, Tohoku construction material production Kanto Stock transfer
24 Metal processing Kanto Metal processing Kanto Stock transfer
25 Industrial machinery equipment manufacturing Kansai Metal processing Kansai Stock transfer
26 Commissioned software development Tokai, Hokuriku Commissioned software development Tokai, Hokuriku Stock transfer
27 Transportation Kyushu, Okinawa Transportation Kyushu, Okinawa Stock transfer
28 Transportation Kanto Transportation Hokkaido, Tohoku Stock transfer
29 Grocery wholesale Kansai Grocery wholesale Kansai Stock transfer
30 Wholesale of machinery and equipment Kanto Information providing service Kanto Stock transfer
31 Grocery store Kyushu, Okinawa Grocery wholesale Kyushu, Okinawa Stock transfer
32 Grocery retail Kansai Chemical products manufacturing Kansai Stock transfer
33 Drugstore Kanto Dispensing pharmacy Kanto Stock transfer
34 Dispensing pharmacy Kyushu, Okinawa Dispensing pharmacy Kyushu, Okinawa Stock transfer
35 Dispensing pharmacy Hokkaido, Tohoku Dispensing pharmacy Hokkaido, Tohoku Stock transfer
36 Dispensing pharmacy Kanto Dispensing pharmacy Kanto Business transfer
37 Dispensing pharmacy Kanto Dispensing pharmacy Kanto Stock transfer
38 Dispensing pharmacy Kanto Dispensing pharmacy Kansai Stock transfer
39 Dispensing pharmacy Kyushu, Okinawa Dispensing pharmacy Kanto Business transfer
40 Restaurants Kansai Restaurants Kansai Stock transfer
41 Funeral services Kansai Grocery retail Kansai Stock transfer
42 Worker dispatching Tokai, Hokuriku Worker dispatching Kanto Stock transfer
43 Civil engineering Kyushu, Okinawa Technical service Kyushu, Okinawa Stock transfer
44 Construction of wooden buildings Chugoku, Shikoku Real estate service Chugoku, Shikoku Stock transfer
45 Construction of wooden buildings Kyushu, Okinawa Metal fitting production Kyushu, Okinawa Stock transfer
46 Construction work Kanto Fund Kanto Stock transfer
47 Metal fitting production Hokkaido, Tohoku Wholesale of metallic products for construction Hokkaido, Tohoku Stock transfer
48 Electrical work Kyushu, Okinawa Builder Kyushu, Okinawa Stock transfer
Number of deals closed for 3Q (Oct. - Dec.) 3/3
(cont'd from previous page)Sellers
Buyers
Transaction
scheme
Business details
Area
Business details
Area
50
Machine and Equipment Installation Kyushu, Okinawa Chemical product manufacturing Kanto Stock transfer51
Printing Kanto Printing Kanto Stock transfer52
Manufacturing sheet metal Tokai, Hokuriku Chemical product manufacturing Tokai, Hokuriku Stock transfer53
Metalworking Machinery Manufacturing Kanto Machinery and equipment production Kanto Stock transfer54
Machinery and equipment production Kanto Ceramic industry Kansai Stock transfer55
Ornaments production Kyushu, Okinawa Ceramic industry Kyushu, Okinawa Stock transfer56
Commissioned software development Kanto Commissioned software development Kanto Stock transfer57
IT services Kanto Outsourcing Kanto Stock transfer58
Transportation Tokai, Hokuriku Transportation Tokai, Hokuriku Stock transfer59
Warehouse Tokai, Hokuriku Transportation Kanto Stock transfer60
Liquor wholesale Kanto Service wholesaler Kyushu, Okinawa Stock transfer61
Building materials wholesale Chugoku, Shikoku Building materials wholesale Kanto Stock transfer62
Grocery retail Kansai Grocery retail Tokai, Hokuriku Stock transfer63
Machinery and equipment retail Kansai Wholesale of machinery and equipment Kanto Stock transfer64
Dispensing pharmacy Koshinetsu Dispensing pharmacy Kanto Stock transfer65
leasing industry Kansai leasing industry Kansai Stock transfer66
Wholesale of machinery and equipment Hokkaido, Tohoku LPG sales Hokkaido, Tohoku Stock transfer67
leasing industry Hokkaido, Tohoku Interior carpentry Kanto Stock transfer68
Construction machinery and equipment rental service Tokai, Hokuriku Building materials processing Kansai Stock transfer69
Dispensing pharmacy Hokkaido, Tohoku Dispensing pharmacy Hokkaido, Tohoku Stock transfer70
Surveying industry Tokai, Hokuriku Architectural design Tokai, Hokuriku Stock transfer71
Hospital Hokkaido, Tohoku Management consulting Kanto Equity transfer72
Clinic Kansai Medical services Kanto Replacement of board members73
Industrial waste disposal Kanto Transportation Hokkaido, Tohoku Stock transfer74
Worker dispatching Kanto Worker dispatching Kanto Stock transfer75
Worker dispatching Hokkaido, Tohoku Information processing services Kanto Stock transferTOPICS 1
Paid-in Stock Option
Period
Ordinary income
annual
Ratio of exercisable paid
-
in
stock opitions
FY2018
Over 11.5 billion yen
and
,
30% of all paid
-
in stock options
allotted
FY2019
Over 12.5 billion yen
FY2020
Over 13.5 billion yen
30% of all paid
-
in stock options
allotted
FY2021
Over 15 billion yen
40% of all paid
-
in stock options
allotted
*However, when ordinary income dips below 9 billion yen, even once, between FY2018 and FY2021,
These paid-in stock options cannot be exercised regardless of the abovementioned conditions.
*The number of shares which increase due to issuance of this paid-in stock option is equivalent to 2.7% of the outstanding shares at
Maximum, and they become exercisable on July 1, 2022.
Allotted to all enrolled employees and directors
*
(stock options whose terms for exercise
are linked to operating results)
99.3% of stock options accepted in the number of people, and 98.0% in the
number of stocks
Employees and directors of our group make a commitment to accomplish
the achievements
No change in the preferential system for shareholders
Targeted for shareholders that have over a trading unit of stock shares conferring the
right to one vote (100 shares) at the end of the term
TOPICS (2)
Stock Splits
(Reference) State of stock splits after we were listed
Execution of two-for-one share splits
(taking effect on April 1, 2018)
April 2007
April 2012
April 2014
October 2016
April 2018 (scheduled)
1
1
1
1
1
4
200
3
2
2
Reducing the amount per investment unit
Improvement in liquidity of stocks and increase in
Increase in non-business succession type M&As
Publication of paper books and active expansion of seminars to
disclose knowledge and cases and to enhance marketing
Growth strategy type M&A
in view of the selection of partners
- Departure from thought of selling/buying
and realization of miniIPO
-Japan 10 years later changing with
mega-reorganization of industries
- M&As for small and medium-sized enterprises
playing leading role of reorganization
-Growth strategy type M&A
Industry reorganization type M&A
Publishing company: Toyo Keizai Inc.
Date of sale
: December 15, 2017
Author
: Nihon M&A Center Inc.
Tsuneo Watanabe,
Corporate Officer
Publishing company: PRESIDENT Inc.
Date of sale
: September 19, 2017
Author
: Nihon M&A Center Inc.
Naoki Takeuchi,
Senior Corporate Officer
For our deals closed,
the presidents of sellers under age 50
account for about 20% of the total.
Increase in non-business
succession type M&As
-
Industry reorganization
- Growth strategies
- Labor shortage
- Change in
policy/regulations
- Uncertainty in business
environment
The succession problem is still the
major reason for transfers.
However, the cases due to other
reasons mainly resulting from
young business owners or due to a
combination of succession and
other reasons are increasing.
The succession problem accounted for
about 90% of the reasons for
transfers 10 years ago.
NEW
Other
reasons
TOPICS (3)
10.0
16.0
19.5
27.0
34.0
5.0
8.0
9.5
13.5
17.0
¥ . ¥5. ¥ . ¥ 5. ¥ . ¥ 5. ¥ . ¥ 5.
2014/3期 2015/3期 2016/3期 2017/3期 2018/3期
予想 期末配当実績
中間配当実績
当初年間配当予想
当初中間配当予想 24.5
17.5
年間配当実績 単位 円
Consolidated payout ratio of 40%
⇒
A term-end dividend of FY2017 is also anticipated an increase from Originally planned amount
31.0
15.0
Dividends
Trends in dividend per share
(Aftertaking into consideration the three-for-one share split dated Apr. 1, 2014, and two-for-one dated Oct.1, 2016)
(Original) forecasts Results Actual
consolidat ed payout
ratio
Amount Dividend
breakdown Amount
Dividend breakdown
FY 2017 34 yen Interim 17.0 yen
FYE 17.0 yen - yen
Interim 17.0 yen
FYE - yen - %
FY 2016 27 yen Interim 13.5 yen
FYE 13.5 yen 31 yen
Interim 13.5 yen
FYE 17.5 yen 40.2%
FY 2015 19.5 yen Interim 9.5 yen
FYE 10 yen 24.5 yen
Interim 9.5 yen
FYE 15 yen 40.5%
FY 2014 16 yen Interim 8 yen
FYE 8 yen 17.5 yen
Interim 8 yen
FYE 9.5 yen 35.4%
FY 2013 10 yen Interim 5 yen
FYE 5 yen 15 yen
Interim 5 yen
FYE 10 yen 35.9％
Actual annual dividends
Actual FYE dividends Actual interim dividends Original forecasts for annual dividends Original forecasts for interim dividends
Unit: yen
Appendix
Introduction
The use of a unique M&A information network
240 professional M&A consultants standing by
A database that has valuable information
accumulated over years
Aggravated business succession issues
Acceleration of industry reorganization
Wide-spread understanding of growth
strategies
Efficient collection of information on deals
Strong matching ability
Highest quality M&A process
Nihon M&A Center Inc. has established its overwhelming position
as a leading company that specializes in
"M&A between small- and medium-sized companies".
Enables long-term
growth
Achieves high
profitability
Contributes to vitalizing
local economy
M&A needs will intensify in the future.
There are also social needs for M&A from the
perspective of maintaining employment and
ensuring economic growth.*
External environment
*
Corporate Profile
(As of the end-Dec 2017)
Company name
Established
Business outline
Offices
Representatives
Nihon M&A Center Inc.
April 1991
M&A intermediary services (specializing in M&A between small- and medium-sized companies);
M&A-related businesses: corporate revitalization support, company reorganization, MBOs, etc.
Tokyo Headquarters, Osaka Branch, Nagoya Branch,
Fukuoka Sales Branch
, Sapporo Sales Office, Singapore Office
Chairman and Founder
Yasuhiro Wakebayashi
President
Suguru Miyake
Sales Headquarters: 302(incl. 250 consultants) Administration
Headquarters: 19
No. of employees
(consolidated)
(excluding 6 full-time directors)321
Breakdown of
employee numbers
2127
Market listings
Tokyo Stock Exchange
1st section
Stock code
Paid-in capital
¥1.3 billion
Number of
shares issued
81,870,600
shares
Corporate History
Nihon M&A Center Inc. was established by prominent CPAs and tax
accountants nationwide. Accounting offices throughout the country were
organized into a
network of regional M&A centers. (727 regional M&A
centers as of the end-Dec 2017)
We established a nationwide M&A workshop to expand our network with regional
banks
(98 tie-ups with regional banks as of the end-Dec. 2017)
. We also established a
business alliance with Shinkin Central Bank, followed by similar alliances with its subsidiary
Shinkin Capital and Shinkin banks throughout Japan
(204 tie-ups with Shinkin banks as of
the end-Dec 2017)
.
We established Japan Private Equity Co., Ltd. jointly with Japan Asia
Investment as an MBO fund business (paid-in capital=¥60 mn,
investment ratio = 36.1%, fund amount = around ¥20 bn).
April 1991
May 2000
October 2000
Company
established
Entry into
MBO funds
Network of
regional financial
institutions
October 2006
TSE Mothers
listing
Current Chairman and Founder Yasuhiro Wakebayashi and President
Suguru Miyake worked at Olivetti Japan selling computers to accounting
firms and regional financial institutions throughout Japan. The current
M&A network is based on the network cultivated at that time.
-
Before
establishment
December 2007
TSE 1st section
listing
Shares were listed on the TSE Mothers Stock Exchange on October 10,
2006.
It was the first listing of a company in Japan specializing in
intermediary M&A services for small- and medium-sized companies.
( ｃ ) Nih o n M &A Cen te r In c . htt ps :// www.ni ho n -ma .c o.j p/
Overvie
w
of
the Or
ga
ni
zatio
n
Sy
stem
24
Ge n e ra l S h a re h o lde rs M e e ting B o a rd o f D ire c to rs C h a irm a n a n d Fou n d e r P re s ide n t S a les H e a d q u a rte rs In te rn a l A u d it Of fic e A d m inis tr a tion H e a d q u a rte rs H u m a n R e s o u rc e s & Ge n e ra l A ffa irs D e p t. A c c o u n ting D e p t. B o a rd o f E x e c u tiv e Of fic e rs Ge n e ra l P lan n ing H e a d q u a rte rs = N e w ly e s ta b lis h e d in A p ril , 2 0 1 7Corp
o
rate
V
a
lue
L
a
b
o
ra
to
ry
In
c.
(Corp o ra te e v a lu a ti o n e x p e rts ) Accounting Office Channel Financial Channel Corporate ChannelMedical Nursing Care Support Office & Biz Corporate Strategic Channel Corporate Advisor Office Special Service Promotion Channel
Sales Support Dept.
Market Reorganization Channel Overseas M&A Support
Office
Sales Planning Dept. Corporate Planning
Dept. Management / benchmark /
Corporate / strategy
Marketing / Seminar / PR / IR /Web / CS /
Secretaries Education/training / Information
system / Data analysis / Management of M&A -relevant
qualifications / Support for business succession
Internet strategy for small businesses Development of information on accounting offices Development of information on financial institutions
Search for potential buyers
Service for listed companies
Specializing in industries which are faced with large-scale realignment
Fund / Mid-cap
Overseas M&A
Medical care and nursing care
CPAs / Tax accountants
Direct Marketing Channel
Mid-cap Support Office Support by mid-cap
specialized CPAs
PMI Support Office PMI support Direct marketing A u d it a n d Ot h e r C o m m itt e e s B u s ine s s D e v e lop m e n t Of fic e N e tw o rk D iv is ion D ire c t D iv is ion B u s ine s s Field S p e c ializ a tion Div is ion
Legal Affairs Office Lawyers / Judicial
Business Model
Platform for M&A market
Sel
ler
Buy
er
Japan Private Equity Co., Ltd. MBO fund business joint venture
(Management of eight funds and a total assets of ¥20 bn, both on a cumulative basis)
Paid-in capital ¥60 mn
(Equity interest ratio: 36.1% for Nihon M&A Center and 35.6% for DBJ)
MPI
Wholly owned subsidiary
(Management Planning Consulting etc.) Paid-in capital ¥20 mn
Niho
n
M&A
Ce
nter
Corporate Value Laboratory Inc.
Wholly owned subsidiary (valuation of business etc.) Paid-in capital ¥10 mn
Business succession Navigator Inc.
Business succession decision making support Paid-in capital ¥40 mn
(Equity interest ratio: 50% for Nihon M&A Center and 50% for Aoyama Zaisan Networks)
No.1 M&A info network
Accounting firms
Regional M&A centers 727 nationwide
Regional financial institutions
302 nationwide
Securities firms, others
Seminar, website, Direct Mail
Direct information
Info
Info
Info
Info
No.1 M&A info network
Regional financial institutions
302 nationwide
Securities firms, others
Seminar, website, Direct Mail
Direct information
Accounting firms
Regional M&A centers 727 nationwide
Info
Info
Info
M&A Intermediary Workflow
Seller
Buyer
Delivery, settlement, and disclosure
Individual consultation
Signing of advisory agreement
Business valuation
Executive summary preparation (name not disclosed)
Explanation of executive summary
(name not disclosed)
Signing of confidentiality agreement
Explanation of executive summary
(detailed, name disclosed)
Signing of advisory agreement
CEO interviews, company visits
Negotiation of conditions such as price
Signing of basic agreement
Due diligence
Negotiation of final terms Signing of final agreement
Contingent fee
Retainer fee
Nihon
M&
A
Cente
r
Contingent fee Executive summary preparation
(detailed, name disclosed)
Interim fee
Retainer fee
Material provision
Company analysis, industrial sector research and the selection of
prospective buyers
Position of the Company
Growing entrustment through strengthening the cooperation
with regional financial institutions and major securities companies
Size of deal (small)
Nationwide
and all
industrial
sectors
service type
Size of deal (large)
Major financial
institutions
(Securities companies,
Mega banks etc)
Small-and
medium-sized
M&A boutique
firms
Area- and
industrial
sector-dedicated
type
Regional financial
institutions
Nihon M&A Center
Collaboration
Difficulties in
establishing
networks with
other firms
Nationwide operation,
which is difficult to achieve alone,
can be realized through
collaboration
with us
Strengthen large-scale and cross-border cases
M&A cases for small
and medium-sized
enterprises
introduced by the
major securities
companies
Potential Size of "Business Succession" M&A Market
Major and listed companies
Very small companies
(less than 10 employees)
All companies
approx.
2.5 mn
SME
approx.
600,000
Profitable
approx.
180,000
Successor undecided
approx.
120,000
companies
We close more than 300 M&A
deals per year as intermediary
Potential market size is larger
Note: The figures above are estimates calculated by Nihon M&A Center based on data from sources such as the National Tax Agency, Ministry of Internal Affairs and Communications and Teikoku Databank, Ltd.
x 30%
x 24%
x 65% =
As many as 120,000 profit-making
companies will be our targets under
M&A for business successions
Approximately 20% of our closed transfer deals involve companies with
less than 10 employees
(FY 2015 results)
.
The domestic markets we are targeting
Coverage not only of SMEs, which are our specialty,
but also of medium-sized enterprises and micro enterprises
(2) PMI support
Established PMI support office in April 2016
to support integration after closing deals.
Full-time staff for PMI support assists with
respect to accounting and organizational
merging.
(1) Support for project development for
Mid-cap cases
CPAs specialized in Mid-cap cases handle
the deal in project development these cases.
Strengthen the ability to make proposals for
medium-sized enterprises.
Micro-cap
(small-scale micro enterprises with
annual sales of less than 100mn yen)
Small-cap
(SME with annual sales of
100mn to 2bn yen)
Mega
Mid-cap
(medium-sized
enterprises)
Toward the fully fledged start of "a system providing
support for business continuity from anywhere"
We are aiming to respond efficiently to the needs of small-scale
and micro enterprises through a system utilizing the Internet.
(2) Responding to the realignment of industries
We are placing full-time staff in each industry sector in which industry realignment is expected to
accelerate, such as dispensing pharmacies, various retail businesses, various wholesalers, and auto-parts manufacturers, and we are advancing projects in these sectors.
(1) Strengthening direct marketing
(FYI)
Distribution of the Ages of owners & Changes in the Average Age of Retirement
Changes in the owner's average
age of retirement
Fig.2
The source: Session for revitalization plans focusing on succession of a business (1st session) by Small and Medium Enterprise Agency
The peak in the age distribution of SME owners became 66 years old (Fig.1),
which is close to the average age of retirement (Fig.2).
Fig.1
0
5
10
15
20
25
30
歳～
45
歳～
60
歳～
75
歳
(10 thousand people)
Age distribution of SME owners (by generation)
40’s
60’s
75 years old
1995
2000
2005
The peak changed from 47 to
66 years old in 20 years.
2010
2015
30's
Small enterprises
Medium enterprises Age
More than 30 years ago
20-30 years ago
10-19 years ago
5-9 years ago
(FYI) Rapid Increase of Succession by Non - relatives
26.7%
45.5%
57.0%
66.9%
73.0%
75.5%
82.5%
83.5%
7.6%
9.5%
14.5%
9.3%
12.4%
9.6%
7.4%
9.2%
26.4%
24.4%
17.6%
12.1%
9.1%
11.7%
6.5%
3.7%
39.3%
20.6%
10.9%
11.7%
5.5%
3.2%
3.7%
3.7%
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
0年以上5年未満 5年以上10年未満 10年以上15年未満 15年以上20年未満 20年以上25年未満 25年以上30年未満 30年以上35年未満 35年以上40年未満
息子・娘 息子・娘以外の親族 親族以外の役員・従業員 社外の第三者
Children Directors/employees not relatives
35 - nmt 40 years
30 - nmt 35 years
25 –nmt 30 years
20 –nmt 25 years
10 –nmt 15 years
5 –nmt 10 years
0 –nmt 5 years
The ratio of succession by non-relatives increased to over 65%
Relationship between the current and previous president by term of office
Relatives
Non-relatives
65.7%
The source: Session for revitalization plans focusing on succession of a business (1st session) by Small and Medium Enterprise Agency
Relatives not
children Outsiders
Initiatives to Revitalize the Network
727
regional M&A centers
Activities to support robust
M&A information network
T
ie
-ups
w
ith
98
(among
a
to
tal
of
105
ba
nk
s
in
oper
a
tion)
Nihon M&A Center
• International M&A meetings
• M&A senior expert training school
• Executive Membership of Nihon M&A Center
• E-mail about projects sent each week
• M&A News issued
• Seminars for clients
• Distribution of posters and pamphlets
• All-Japan finance M&A research meetings (first-tier regional banks)
• Branch manager training
• Seminars for clients
• M&A senior expert training school
• E-mail about projects sent each month
• 200 staffs (cumulative) have temporarily been transferred to the company
• M&A News issued
•Business alliance with Shinkin Central Bank (Shinkin capital)
•Joint project development with Shinkin capital
•Events to exchange information in areas where shinkin banks operate
•Seminars for clients
•M&A senior expert training school
•M&A News issued
• Raising awareness among managers and general managers at head office
• Training for branch managers
• Seminars for clients
• Regular events to exchange information
• Accompanying to clients
• M&A News issued
Securities firms, investment and consultation companies, JAFCO, Japan Asia Investment, etc.
All business alliance numbers are as of End-Dec, 2017.
T
ie
-ups
w
ith
204
(among
a
total
of
264
Shinkin
Banks
in
operation)
Human Resource Development and Knowledge Sharing
•Corporate/ industry analysis
•Valuation of businesses and deal making
•Deal review
•Drafting of long lists
•Support including drafting of agreements
•Accompanied interview
•M&A solutions proposal •Due diligence, holding
signing ceremonies
•"Brother" system
•Marketing method
•3KM
•KJ Method
•7 Habits
•Drucker Study
•Dale Carnegie Study
•Customer Satisfaction •Logical thinking
•Management
•Overseas visits
•Bookkeeping
•Financial statement analysis
•Valuation of businesses
•M&A workflow
•Company interviews and
executive summary preparation
•Legal documents
•Reinforcement of sales capabilities
•Training on operation of deals database
Annual training
•Case studies of success & failure
•Compliance
•Basic practical business course
OJT
•Corporate law •Tax law
•Company reorganization
methods
•New accounting standards
•Closing package
•Various role-playing activities
•Advanced valuation of businesses
•Coping with due diligence •Presentations
•M&A senior expert training school
Step-up training
Monthly training
Training curriculum was improved and made more practical
by education specialists (M&A consultants at the Company until last year)
under the direct control of Managing Director, Chief Director of General Planning
- Education training system for developing inexperienced people into M&A players quickly
- Education system for training M&A players to advance to the higher grade
The entire M&A process takes six months to a year. However, the Company has a number of M&A deals underway at any given time,
enabling its human resources to gain a great deal of practical experience in a short period of time.
Systematize
processes by
brush-up and
advance training
Initial training
Training for each rank
• Management case study
-• Leadership
• Coaching, among others
Improving organizational strengths by using training for leaders and next-generation
leaders
Educational expense subsidies
• Accounting
• Graduate school
• Study for qualifying tests
(Tax accountant; FP; small and medium enterprise management consultant, etc.)
CSR
Our commitments to friendly M&A contribute to the sustainable growth of society by
reinforcing business infrastructure and creating and preserving jobs
•
Operate the system for certificated M&A senior experts.
•
Publish books on M&A know-how.
•
Respond to media inquiries supportively.
•
Dispatch instructors to local M&A seminars hosted by chambers of
commerce, banks, or accounting firms.
• Donation to disaster relief
• Support for education in affected areas (contribution to scholarship funds)
• Support for cultural activities (support for young artists in filmmaking, Noh theater, opera, photography, etc.)
• Preservation of cultural heritage
Contribution to society by promoting
friendly M&A
Activities for making friendly M&A more
accessible
Cooperation with the government and
public institutions
Other societal supports
We are committed to helping companies facing challenges,
such as the absence of a successor, by promoting strategic
M&A, which can create and preserve jobs.
2. Current benefits from avoided economic losses
and employment inducement
3. Future benefits from avoided economic losses
Economic losses avoided by our
M&A intermediary
(Source: Yano Research Institute Ltd.)
Period: FY 2016
The number of sellers of deals supported by us: 264
Total sales of the sellers: 208.1 billion yen
1. Basic information
Current benefits from avoided economic losses:
227.2 billion yen
Employment inducement: 19,941 persons
10-year benefits from avoided economic losses:
1,834.2 billion yen
•
Join a committee held by the government and public institutions.
個人
, 27%
金融機関
,
24%
外国法人等
,
43%
金融商品取
引業者
, 1%
その他の法
人等
, 3%
自己株式
,
2%
Shareholders
Number of shareholders:10,734; Number of shares issued:80,919,600
(Of those, trust banks and life insurance 24%)
March 31, 2017
Financial Instruments Dealers, 1%
Other Corporations, 3%
Individuals, 27%
Financial Institutions,
24% Foreign
Corporations, 43%
treasury shares, 2%
Trend of distribution by category of shareholder:
The percentage held by foreigners stands at about 44%
The number of shareholders to exceed 10,000
-自己株式
, 2%
個人
, 27%
金融機関
,
23%
外国法人等
,
44%
金融商品取
引業者
, 1%
その他の法
人等
, 3%
Sep 30, 2017
Financial Instruments Dealers, 1%
Other Corporations, 3%
Individuals, 27%
Financial Institutions,
23% Foreign
Corporations, 44%
treasury shares, 2%
(Of those, trust banks and life insurance 23%)
