M&A Capital Partners Co., Ltd.

Presentation Materials for the Earnings Briefing for the Nine Months Ended June 2020

Aiming to be the world's leading investment bank seeking maximum contributions to clients and the happiness of all employees

July 30, 2020

Table of Contents

I

Company Overview and Strengths of the

・・・ 2

Company

Results for the Nine Months Ended June 2020

II

and Forecast for the Year Ending September

・・・ 10

2020

III

Growth Strategy

・・・ 21

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1

  • Company Overview and Strengths of the Company

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2

Company Overview

Trade Name

M&A Capital Partners Co., Ltd.

Listed Market

Tokyo Stock Exchange First Section

(Securities Code: 6080)

Address

38F, Gran Tokyo North Tower,1-9-1 Marunouchi, Chiyoda-ku, Tokyo

Business

M&A-related services

Content

Representative

Satoru Nakamura, President and Representative Director

Established

October 2005

Capital

2,503 million yen (as of June 30, 2020)

Employees

Consolidated:180 Non-consolidated:

105 (as of June 30, 2020)

Affiliates

RECOF Corporation, RECOF DATA Corporation

Management

Aiming to be the world's leading investment bank seeking maximum

Philosophy

contributions to clients and the happiness of all employees

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3

Business Content

Business Content

Characteristics

Business Model

M&A-related services are our main business.

Mainly business succession M&A. We propose solutions through M&A and support their realization for owner managers who have concerns about business succession.

We provide advisory services for the realization of M&A standing between the transferor (seller) and the transferee (buyer) from an independent and impartial position.

Owner of

transferred company (seller)

Successor issues

No successor

Aging president

Uncertainty about business

Shrinking domestic market Intensifying competition

M&A Capital

Partners

Provision of

(Intermediation)

Provision of

advisory

advisory

services

services

Interim fee

Interim fee

Contingency

Contingency

fee

fee

Transfer of shares and businesses

Payment of consideration for the transfer

Transferee

(buyer)

Intensifying

competition in

existing business

due to shrinking

market

Global competition

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4

We aim to be the world's leading investment bank

We aim to make the greatest contribution to clients by creating M&A deals with abundant information and an expansive network, and solving problems with the know-how we have accumulated.

Industry

Business

reorganization

succession M&A

M&A

Cross-border

CommunicationM&A

ability

Creation of a new organization and expansion of business areas for the sustainable growth of the Group

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5

Group Synergies

  • Enhancement of matching utilizing the strong relations with clients built through reorganization of the industry
  • Decrease in missed deals by improving ability to respond to complex schemes
  • Absorbing M&A Capital Partners' know-how to actively expand business succession market
  • Companywide improvement of earning capacity through revision of sales operations

RECOF

Increase expected

M&A Capital Partners

Outbound

2013

2014

2015

2016

marketing

Future image

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6

The Company's Strengths 1 - (1)

Fee structure that is convincing for clients

(1) Contingency fee-based fee structure (No commencement fee or monthly fee)

Fee schedule in which clients do not bear expenses until the conclusion of a Memorandum of Understanding

Expenses Required in the Consideration Phase

The Company

M&A intermediary

Large securities

business A

company B

Commencement fee

Free

Paid

Paid

Calculation of

Free

Paid

Paid

company value

Monthly fee

Free

Free

Paid

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7

The Company's Strengths 1 - (2)

Fee structure that is convincing for clients

  1. Use of fee based on share price
    • Fees of an M&A intermediary company generally use the Lehman Formula (calculated by multiplying the transaction amount by a certain rate)
    • The company's calculations of fees are based on the share value. This is more convincing than being based on the moving average of total assets

[Example] A company with share value of 500 million yen and

1.5 billion yen of debt

Fee Structure (Lehman Formula)

M&A Capital

Partners

Calculated

based on the

500 million yen

share value

=

Fee

25 million yen

Debt

1.5 billion yen

Share value

500 million yen

Fee is

triple the

amount

Competitors

Calculated

based on the 2

billion yen of

total assets

moved

=

Fee

75 million yen

The general Lehman Formula rates used by major financial institutions.

Transaction amount

Commission

rate

Up to 500 million yen

5%

500 million yen up to 1 billion yen

4%

1 billion yen up to 5 billion yen

3%

5 billion yen up to 10 billion yen

2%

Over 10 billion yen

1%

e.g.) Calculation of fee when the transaction amount is 2 billion yen

500 million yen x 5% = 25 million yen

  • (1 billion yen - 500 million yen x 4% = 20 million yen
    • (2 billion yen - 1 billion yen x 3% = 30 million yen 75 million yen

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8

Cumulative Number of Deals Made

The Company's Strengths 2

Stable Results Making Deals

M&A Capital Partners has produced stable results making deals by focusing on "business succession M&A proposals and advice" for small and medium enterprises using share transfers or business transfers.

Through the business integration with RECOF Corporation and RECOF DATA Corporation, we will promote M&As to solve challenges like business succession, growth strategies, and industry reorganization, and will strive to become a diversified M&A group that caters to various needs.

800

700

600

500

400

300

200

100

0

686 deals

596 deals

452 deals

337 deals

226 deals

168 deals

124 deals

89 deals

68 deals

50 deals

37 deals

Sep 2010

Sep 2011

Sep 2012

Sep 2013

Sep 2014

Sep 2015

Sep 2016

Sep 2017

Sep 2018

Sep 2019

June 2020

(Non-

(Non-

(Non-

(Non-

(Non-

(Non-

(Non-

(Consolidated)

(Consolidated)

(Consolidated)

(Consolidated)

consolidated)

consolidated)

consolidated)

consolidated)

consolidated)

consolidated)

consolidated)

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9

  • Results for the Nine Months Ended June 2020 and Forecast for the Year Ending September 2020

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10

Number of Deals Made

3Q(cumulative)

Forecast for the year

Progress for Entire Year

Number of deals

90

172

52.3%

(consolidated)

Number of Deals Made

180

170

172 deals

160

150

144 deals

140

130

120

115 deals

110

111 deals

100

90

[3Q]

80

(cumulative)

90 deals

70

58 deals

60

[2Q]

50

44 deals

(cumulative)

61 deals

40

35 deals

30

13 deals 18 deals

21 deals

20

[1Q]

10

23 deals

0

YE Sep

YE Sep

YE Sep

YE Sep

YE Sep

YE Sep

YE Sep

YE Sep

YE Sep

As of June

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

(Non-consolidated)

(Consolidated)

  • -15.9%Year-on-year
  • Some deals fell behind schedule due to the impact of novel coronavirus, and results did not reach previous-year levels.

[Non-consolidated]

M&A Capital Partners 72 deals (-24.2 % year-on-year)

RECOF 18 deals

(+50.0 % year-on-year)

- Meanwhile, the number of deals handled (non- consolidated) decreased rapidly to 229 until after the Golden Week holidays from the end of April to the beginning of May due to the impact of novel coronavirus, but quickly recovered to 272 (+13.8% year-on-year) due to strengthening of sales activities after the lifting of the state of emergency.

  • We plan to make up lost ground in 4Q to reach our target for the whole year.

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11

Earnings Highlights (Consolidated)

Earnings for the Nine Months Ended March 2020 (Consolidated)

Net sales Ordinary income Number of deals Number of consultants

8,375 million yen

3,520 million yen

90 deals

135

(-15.5%year-on-year)(-25.4%year-on-year)(-15.9%year-on-year) (+18 year-on-year)

  • Some deals were delayed compared to the anticipated schedule due to the impact of novel coronavirus, which caused results to fall below previous-year levels.
  • 14 large deals closed (-33.3%year-on-year)
  • Meanwhile, advances received,* which is a reference indicator for back orders, accumulated steadily to a record level of 550 million yen (+62.5% year-on-year).
  • We will continue to focus on the impact of novel coronavirus going forward, but plan to make up lost ground in 4Q to reach our target for the whole year.

*Advances received: consists mainly of the total of interim payments (10% of fees) received when a Memorandum of Understanding is concluded

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12

Earnings Highlights (Non-consolidated)

Earnings for the Nine Months Ended March 2020 (Non-consolidated)

M&A Capital Partners

RECOF

Year-on-year

Year-on-year

Change

Change

Net sales

6,917 million yen

-21.5%

1,427 million yen

+45.1%

Ordinary income

3,281 million yen

-32.0%

390 million yen

+424.6%

Number of deals

72

-24.2%

18

+50.0%

Number of consultants

86

+14

49

+4

  • Some deals were delayed compared to the anticipated schedule due to the impact of novel coronavirus, which caused results to fall below previous-year levels.
  • 11 large deals closed (-42.1%year-on-year)

- Results significantly exceeded previous- year levels due to the impact of novel coronavirus being kept to a minimum and the number of deals increasing year-on- year.

- 3 large deals closed (+50% year-on-year)

  • Because non-consolidated information is shown, consolidated ​amortization of goodwill (169 million yen) due to business integration is not included.
  • We have omitted listing Group companies of relatively low importance.
  • The figures for RECOF are consolidated figures including RECOF Vietnam Co., Ltd.

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13

Number of Deals Handled (Non-consolidated)

Number of Deals Handled (Non-consolidated)

Units : Deals Number of Deals Handled (Non-consolidated)

300

274 273 272

250

239

200

214

220

224

228

226

197

172 175

150 127 139 155 149

100 109

50

0

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

ended

ended

ended

ended

ended

ended

ended

ended

ended

ended

ended

ended

ended

ended

ended

ended

ended

Jun 30,

Sep 30,

Dec 31,

Mar 31,

Jun 30,

Sep 30,

Dec 31,

Mar 31,

Jun 30,

Sep 30,

Dec 31,

Mar 31,

Jun 30,

Sep 30,

Dec 31,

Mar 31,

Jun 30,

2016

2016

2016

2017

2017

2017

2017

2018

2018

2018

2018

2019

2019

2019

2019

2020

2020

Number of Deals Handled (Non-consolidated)

  • The number of deals handled (non-consolidated) decreased rapidly to 229 until after Golden Week due to the impact of novel coronavirus, but quickly recovered to 272 (+13.8% year-on-year) due to strengthening of sales activities after the lifting of the state of emergency.

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14

Changes in Earnings

(consolidated)

3Q

Forecast for the year

Progress for Entire Year

Units: Millions of yen

Net sales

8,375

13,706

61.1%

Ordinary income

3,520

5,905

59.6%

Net sales

Ordinary income

14,000

6,000

13,000

Units: Millions of yen

12,592

12,000

Forecast for the year

13,706

11,000

5,000

10,000

9,000

8,337

8,018

4,000

8,000

[3Q]

7,000

(cumulative)

8,375

3,000

6,000

5,000

[2Q]

3,755

(cumulative)

2,000

4,000

5,654

2,847

3,000

1,000

2,000

571 1,073 1,157

1,667

1,000

[1Q]

0

1,295

0

YE Sep

YE Sep

YE Sep

YE Sep

YE Sep

YE Sep

YE Sep

YE Sep

YE Sep

The Nine

2011

2012

2013

2014

2015

2016

2017

2018

2019

Months

Ended

June 2020

(Non-consolidated)

(Consolidated)

Units: Millions of yen

5,855

5,905

Forecast for the year

Ordinary income ratio

53.8%

51.9%

48.5%

53.5%49.6%

43.3%

46.5%42.0%

45.9%

39.4%

3,612

3,160

[3Q]

(cumulative)

3,520

1,860

1,524

[2Q]

(cumulative)

577

600

808

2,386

[1Q]

262

115

YE Sep

YE Sep

YE Sep

YE Sep

YE Sep

YE Sep

YE Sep

YE Sep

YE Sep

The Nine

2011

2012

2013

2014

2015

2016

2017

2018

2019

Months

Ended

June 2020

(Non-consolidated)(Consolidated)

  • In the previous fiscal year, net sales had increased more than tenfold over the six years since the year of application for listing (year ended September 30, 2013).

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15

Countermeasures for dealing with the spread of novel coronavirus

Implemented the following countermeasures for business continuity

  • Encouraged those feeling unwell to take time off
  • Introduced thorough regimen of washing hands, using alcohol-based disinfectants, and wearing masks
  • Strengthened teleworking by working from home (progressively reverting to normal work from June)
  • Began new, free consultation service that does not require face-to-face meetings (email, telephone, video conferencing)
  • Held M&A seminars as webinars
  • Utilized satellite office

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16

Impact of spread of novel coronavirus

We have left full-term results forecasts unchanged, but we are focusing on the impact of novel coronavirus going forward.

  • Refraining from new sales activities and switching to working from home has had an impact on the handling of some deals.
  • Due to the uncertainty regarding the results outlook for transferred companies, and other factors, some deals have fallen behind schedule, which caused results to fall below previous-year levels.
  • However, we plan to make up lost ground in 4Q and our results forecasts for the fiscal year ending September 30, 2020 are unchanged because we have accumulated ample deals handled and the advances received that are a reference indicator for back orders also reached a record level.
  • We will continue to focus on the impact of novel coronavirus going forward, and promptly disclose any significant impact on results.

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17

Overview of Statements of Income (Consolidated)

(Units: millions of yen, second line is composition ratio)

Nine Months Ended

Nine Months Ended June 2020

Forecast for the

Year-on-year

Overview of

Year Ending

June 2019

September 2020

Change

Performance

Net sales

9,916

8,375

-15.5%

Fell below previous-year levels due

13,706

(100.0%)

(100.0%)

to the impact of novel coronavirus.

(100.0%)

Gross profit

6,606

5,715

-13.5%

Impact of reduced

(66.6%)

(68.2%)

revenue

SG&A

1,886

2,193

+16.3%

Advertising expenses +97

(19.0%)

(26.2%)

Rents +39

Operating income

4,720

3,521

-25.4%

Impact of reduced

5,900

(47.6%)

(42.0%)

revenue

(43.0%)

Ordinary income

4,720

3,520

-25.4%

5,905

(47.6%)

(42.0%)

(43.1%)

Net income

3,159

2,319

-26.6%

4,054

(31.9%)

(27.7%)

(29.6%)

Number of deals

107

90

-15.9%

Fell below previous-year levels due

172

made

to the impact of novel coronavirus.

Employees

158

180

+13.9%

18

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Overview of Balance Sheets (Consolidated)

(単位:百万円、下段は構成比)

September 30,

June 30, 2020

2019

Change

Main Factors Causing Change

Current assets

18,627

19,356

+ 729

Cash and deposits: +1,027

(88.1%)

(89.7%)

Noncurrent

2,504

2,215

- 289

Deferred tax assets -120

Goodwill: -145 (Amortization of

assets

(11.9%)

(10.3%)

goodwill)

Total assets

21,131

21,571

+ 440

(100.0%)

(100.0%)

Current

3,714

1,806

- 1,907

Income taxes payable -1,581

liabilities

(17.6%)

(8.4%)

Noncurrent

212

225

+ 13

liabilities

(1.0%)

(1.0%)

Total liabilities

3,926

2,031

- 1,894

(18.6%)

(9.4%)

Total net assets

17,205

19,540

+ 2,334

Retained earnings +2,319

(81.4%)

(90.6%)

Total liabilities

21,131

21,571

+ 440

and net assets

(100.0%)

(100.0%)

19

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Market Capitalization

Market Capitalization

Units: 100 million yen

Market capitalization

1,800

1,600

1,400

1,200

1,000

800

600

400

200

0

2013/9/1

2014/9/1

2015/9/1

2016/9/1

2017/9/1

2018/9/1

2019/9/1

  • Market capitalization has increased approximately sixfold over the nine years since listing (November 2013).

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20

  1. Growth Strategy

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21

Three-year Plan 1 : Number of Deals (Consolidated)

Three-year Plan for Number of Deals (Year Ending September 2020 to Year Ending September 2022)

M&A Capital Partners

RECOF

260

244

240

28

220

205

200

25

180

172

160

144

22

140

19

120

216

100

180

80

150

125

60

40

20

0

YE Sep 2019

YE Sep 2020

YE Sep 2021

YE Sep 2022

Result

Target

Target

Target

[Number of Deals]

Average increase of 20% per year

Average increase of 10% per year

will be maintained in each company.

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22

Three-year Plan 2 Number of Consultants (Consolidated)

Three-year Plan for Number of Consultants (Year Ending September 2020 to Year Ending September 2022)

M&A Capital Partners

RECOF

240

220

214

200

180

178

58

160

148

53

140

126

48

120

100

46

80

156

60

100

125

40

80

20

0

YE Sep 2019 YE Sep 2020 YE Sep 2021 YE Sep 2022

Results

Target

Target

Target

[Number of Consultants]

Average increase of 25% per year

<RECOF>

Average increase of 10% per year

will be maintained in each company.

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23

Growth Strategy (Non-consolidated)

  • Increase number of deals made, maintaining an average increase of 20% per year (Non-consolidated)
  • Continue hiring consultants, maintaining an average increase of 25% per year (Non-consolidated)
  • Increase and cultivate target industries for M&A intermediary business
  • Strengthening of reactionary sales (TV commercials, referrals, seminars, web, etc.)

Growth through reactionary sales

Growth through direct- proposal sales

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24

Strengthening of Reactionary Sales 1

[TBS network "Houdo Tokushu"]

  • Began airing on "Houdo Tokushu" on TBS's national network from October 2019.

[TV Tokyo network "World Business Satellite"]

  • Continued airing from August 2018.
  • Additional commercial produced from October 2019.

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25

Strengthening of Reactionary Sales 2

[Start of partnership with Mizuho Bank (from August 2019)]

  • Conclusion of business alliance agreement between Mizuho Bank and the Company to strengthen support for business succession needs of small and medium-sizedcompanies.
  • Mizuho Bank refers small and medium-sized companies with needs for business succession through M&A to the Company, which will provide detailed services to meet the succession needs of small and medium- sized companies expected to expand and diversify in future.

[Strengthening ties with tax accountants, accountants, local banks and securities companies]

  • Actively promoted strengthening of ties with local banks in the year ended September 30, 2019.
  • Also continued to strengthen ties with tax accountants, accountants and securities companies.

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26

Strengthening of Reactionary Sales 3

[Continuation of M&A Seminars]

  • We will hold M&A seminars as webinars for the present time in response to the spread of novel coronavirus.

[Continued to strengthen measures for increase in inquiries from website]

  • Web advertising
  • SEO measures (maintaining high rank in Web searches)
  • Renewal of website

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27

Aiming to be the world's leading investment bank seeking maximum contributions to clients and the happiness of all employees

The plans, forecasts and strategies, etc. contained in these materials are forecasts on future performance based on information available at the time the materials were prepared, and these include inherent risk and uncertainty. Actual performance may differ from forecasts and predictions due to such risk and uncertainty.

Information considered useful for explaining our business environment has been provided in these materials. The results in the data may vary depending on the method or timing of the survey.

Information within these materials on other topics besides the Company is quoted from published information and other sources. As such, the accuracy, appropriateness, etc. of the information has not been verified, nor are any guarantees provided thereof.

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28

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M&A Capital Partners Co. Ltd. published this content on 14 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 August 2020 07:02:18 UTC