Financial Results
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Financial Results Third Quarter of the Fiscal Year Ending March 31, 2020 (April 1, 2019~December 31, 2019) February 13, 2020 IR Japan Holdings, Ltd. (6035) This presentation is made by IR Japan Holdings, Ltd. (hereinafter, “the Company”) solely for the disclosure of the financial statements, and not published for the purpose of soliciting sales or purchases of securities in Japan, United States, and any other regions. In addition, the Company makes no representation or guarantee of the integrity and accuracy of the presentation which is based on assumption of integrity and accuracy of information from third parties,. Information on this presentation may be amended or deleted without prior notice. Use of the presentation and its contents by any third party without the Company’s prior written consent is strictly forbidden. Statements in this presentation about future financial results are forward-looking. These statements are based on the assumptions and beliefs of the Company’s management in light of the information currently available. Therefore, the statements are subject to change due to the influence of various risks and uncertainties. Actual financial results may differ greatly from the forecasts which are explicitly and implicitly expressed in these statements. Accordingly, the Company advises against relying on these forward-looking statements. The Company assumes no obligation to revise the forward-looking statements contained herein, whether as a result of new information, future events or other discoveries. 2 1.Financial Results of The Three Quarters of Fiscal Year 2020 3 Financial Highlights of The Three Quarters of FY 2020 An increase in sales and profit led to record year-on-year results for sales and each measure of profit for the same consolidated period. The Three Quarters of The Three Quarters of FY2020 Consolidated FY2019 Consolidated (April 2019 – December 2019) (April 2018-December 2018) Change Change from Amount Amount (Millions of Previous Period (Millions of Yen) (Millions of Yen) Yen) (%) Net Sales 5,098 1,377 37.0 3,720 Operating Profit 2,318 1,179 103.7 1,138 Ordinary Profit 2,315 1,160 100.6 1,154 Profit attributable to owners of 1,592 805 102.4 786 parent company ※ (Reference) 2,485 1,151 86.4 1,333 ※EBITDAEBITDA:経常利益+支払利息+減価償却費 ※ EBITDA:経常利益+支払利息+減価償却費 4 The Three Quarters of FY 2020: Sales by Service The Three Quarters of FY2020 Consolidated The Three Quarters of (April 2019 – December 2019) FY2019 Consolidated (April 2018-December 2018) Change from Amount Change Amount Previous Period (Millions of Yen) (Millions of Yen) (%) (Millions of Yen) IR・SR Consulting 4,515 88.6 47.1 3,069 Disclosure Consulting 443 8.7 ▲12.4 505 Databases and Others 139 2,7 ▲4.2 145 5 The Three Quarters of FY 2020: Cost Breakdown Investment in basic infrastructure such as offices, systems, and AI have been completed. Moving forward, we will prioritize investing in human capital to rapidly increase efforts to secure outstanding talent. (Millions of Yen) The Three Quarters of The Three Quarters of Breakdown Item FY2020 Consolidated FY2019 Consolidated Change (April 2019―Dec 2019) (April 2018―Dec 2018) Variable Costs Outsourcing Costs 447 358 89 (Cost of Sales) Fixed Costs (SG&A) Labor Cost 1,272 1,230 42 Depreciation Cost 169 178 ▲9 Office Rent 278 278 0 Other Costs 611 534 77 (IT related ,etc.) Total Total: Fixed + Variable 2,779 2,582 197 Cost of Sales + SG&A 6 The Three Quarters of FY2020: Financial Highlights Our core business of SR advisory, including shareholder identification and proxy research, was fruitful as both existing and new clientele expanded The steady progress of completion of contracted, large-scale PA・FA projects by the investment banking division has been appropriated to our sales and profit There was an increase in large-scale project orders such as major PA・FA projects regarding hostile TOB as well as major projects supporting companies in response to activist shareholder proposals. 7 Progress of Major Projects Trend in Sales (Scheduled) of Major Projects*※as of the disclosure of October 31, 2019 (Millions of Yen) First Half Second Half Whole Financial Year Number of Number of Number of Amount Amount Amount Projects Projects Projects FY 2019 5 457 2 133 7 589 FY 2020 7 702 9 1,058 16 1,759 Change 2 245 7 925 9 1,170 *Projects with Sales over 50 million yen Sales (Scheduled) by Type of Project, Major Projects ※as of the disclosure of October 31, 2019 Sales Amount Types of Projects (Millions of Yen) PA・FA for Contest for Corporate Control 794 PA・FA for Activist Response 765 FA related to MBO 100 Other large-scale SR 100 Total 1,759 Existing Projects: Projects that will finish during fiscal year FY2020. (Included in the full-year result forecast). Additionally, large projects in the pipeline that have not been closed are not included in this forecast. As of now, we have contracted 4 more large-scale projects (approximately 550 million yen’s worth) 8 Large-Scale Project Pipeline (Currently in Progress)* Project Client Contract Transaction Details TOB Listed Company (Market Cap. Over 100 bill. Yen) FA Hostile TOB TOB Listed Company (Market Cap. Over 100 bill. Yen) FA Hostile TOB SR, Governance, M&A, Shareholder Activist Response Listed Company (Market Cap. Over 500 bill. Yen) FA・PA Return Activist Response Listed Company (Market Cap. Over 500 bill. Yen) FA Business Strategy, M&A Business Strategy, Executive Activist Response Listed Company (Market Cap. Over 500 bill. Yen) PA Compensation , Governance Business Strategy, Shareholder Return, Activist Response Listed Company (Market Cap. Over 100 bill. Yen) FA・PA TOB Activist Response Listed Company (Market Cap. Over 50 bill. Yen) FA・PA TOB, Secure Proxy Votes Proxy Contest Listed Company (Market Cap. Over 100 bill. Yen) PA Proxy Contest, Secure Proxy Votes Proxy Contest Listed Company (Market Cap. Over 50 bill. Yen) PA Proxy Contest, Secure Proxy Votes Capital Alliance Listed Company (Market Cap. Over 50 bill. Yen) FA Placement Agent MBO Listed Company (Market Cap. Over 10 bill. Yen) FA Draft and Implement MBO Scheme M&A Unlisted Company FA M&A Support *The contracted projects above have been booked at the end of FY2019 or will be booked at the end of FY2020. 9 Expansion of IR Japan’s PA・FA Business IR Japan’s PA・FA Businesses: Activist Response・Hostile TOB・Proxy Contests IR Japan’s PA・FA Activists Financial Advisor Hostile Corporates • Completely independent • Providing financial solutions from our Shareholder Proposals Hostile TOBs leading group of experts (legal, financial, Proxy Fights accounting, governance) to secure & improve the common interests of Common Common Interest of shareholders. Interest of Shareholders Shareholders Listed • Overseas Institutional Shareholders Power of Equity Companies • Domestic Institutional Shareholders Proxy Advisor (=Clients) • Individual Shareholders Protect Minority Overwhelming record of achievement for activist response • Shareholders • Accurate understanding of the influence of beneficial shareholders, proxy officers, and proxy advisory firms • Securing proxies (corporate control) • Overwhelming record of achievement in proxy contests • Over 20 years of engagement with institutional investors Solutions that thoroughly comply with our clients’ needs 10 Future demand for PA・FA Business Independent investment banks are increasing their share of the global M&A market. Market Share of Independent Investment Banks in the Global M&A Market (Billions of U.S. Dollars) 30 50% 25 40% 20 30% 15 20% 10 10% 5 0 0% 2009 2012 2015 2018 Boutique investment banks Investment banks Share of boutique investment banks Data Source: Amassed by IR Japan based on Dialogic Corp.’s data 11 Activist Activity in Japan Trend in Activist Funds Active in Japan Western Activists 35 Asian Activists Domestic Activists 24 20 17 13 12 10 9 7 7 7 5 5 3 3 1 2 2 8 5 6 3 3 3 2014 2015 2016 2017 2018 Dec-19 Data Source: Amassed by IR Japan 【Defining the Number of Funds】 The funds included are those that have domestic and overseas activist achievements, as well as have Japanese investments. Funds are not included if they had not started activism while they were already investing in Japan. (※ Include submitting shareholder proposal, announcing letter/campaign site, making public demands through the media, etc.) 12 Recent Activist Campaigns in Japan Proposal Time Fund Name Targeted Company Details of Demands Period Demanded the sale of of the semiconductor department and cross-shareholdings (established Third Point Sony 2019/6 campaign site) Bandai Namco RMB Capital 2019/11 Pressured the firm to increase the TOB price for Sotsu (media announcement) HD Asset Value Teikoku Sen-I 2019/11 Demanding sale of cross-shareholdings (media announcement) Investors Asset Value TBS HD 2019/11 Demanding sale of cross-shareholdings (media announcement) Investors Proposed the sale of low-profit businesses/productivity improvements, appointment of an Oasis Sanken Electric 2019/11 outside director with expert knowledge and strengthening of policies such as performance- Management linked compensation(established a campaign site) Oasis Proposed business management improvements, the sale of non-core assets, revision of Tokyo Dome 2019/12 Management executive compensation and board structure, etc.(established campaign site) Reno Request for Convocation of Extraordinary Shareholders Meeting in order to dismiss the board of (former Leopalace21 2019/12 directors and appoint 3 directors (submitted a shareholder proposal) Murakami fund) Proposed a revision of board and audit structures,