Financial Results for the First Quarter of the Fiscal Year Ending February 28, 2026 (Japanese GAAP, Consolidated)
July 15, 2025
Name of company: dip Corporation Stock exchange listing: Tokyo Stock Exchange
Stock code: 2379 Company website: https://www.dip-net.co.jp/en/ Representative: Hideki Tomita, Representative Director, President and CEO
Contact: Haruhiko Arai, Managing Corporate Officer, CFO, Head of Corporate Management Group Phone: +81-351141177
Scheduled start date of dividend payment: -
Supplementary documents to the financial results: Available
Financial results briefing: Scheduled (for institutional investors and analysts)
(All figures are rounded down to the nearest million yen)
Consolidated Operating Results for the Three Months Ended May 31, 2025
Consolidated business performance (Percentage figures indicate year-onyear change)
Sales
Operating Income
Ordinary Income
Net Income Attributable to Owners of Parent
Three months ended
¥ million
%
¥ million
%
¥ million
%
¥ million
%
May 31, 2025
15,786
3.3
3,377
(16.1)
3,329
(16.7)
2,294
(18.2)
May 31, 2024
15,279
8.9
4,023
20.4
3,997
22.0
2,804
30.2
(Note) Comprehensive income
Three months ended May 31, 2025: ¥2,258 million (-17.6%) Three months ended May 31, 2024: ¥2,742 million (30.9%)
Basic Earnings per Share
Diluted Earnings per Share
Three months ended
¥
¥
May 31, 2025
43.86
43.86
May 31, 2024
51.44
51.42
Consolidated financial position
Total Assets
Net Assets
Capital Adequacy Ratio
¥ million
¥ million
%
As of May 31, 2025
49,391
35,915
71.9
As of February 28, 2025
50,506
36,235
71.0
(Reference) Equity capital: As of May 31, 2025 ¥35,530 million As of February 28, 2025 ¥35,836 million
Dividends
Annual Dividends
End of Q1
End of Q2
End of Q3
Year-end
Total
FY'25/2 FY'26/2
¥
-
-
¥
47.00
¥
-
¥
48.00
¥
95.00
FY'26/2 (forecast)
47.00
-
48.00
95.00
(Note) Revisions to the latest dividend forecast: None
Consolidated Operating Results Forecast for FY'26/2 (the period from March 1, 2025 to February 28, 2026)
(Percentage figures indicate year-onyear change)
Sales | Operating Income | Ordinary Income | Net Income Attributable to Owners of Parent | Net Income per Share | |||||
Full-year | ¥ million 60,000 | % 6.4 | ¥ million 12,000 | % (10.5) | ¥ million 11,900 | % (10.2) | ¥ million 8,000 | % (10.6) | ¥ 152.87 |
(Note) Revisions to the latest operating results forecast: None No operating results forecasts are provided for first-half periods.
Notes
Significant changes in the scope of consolidation during the period: None Newly included: None
Excluded: None
Adoption of special accounting methods for the preparation of consolidated financial statements: None
Changes in accounting policies, changes in accounting estimates, and restatements during the period under review
Changes in accounting policies resulting from revisions to accounting standards: None
Changes in accounting policies other than those in 1 above: None
Changes in accounting estimates: None
Restatements: None
FY'26/2 Q1
60,140,000 shares
FY'25/2 60,140,000 shares
FY'26/2 Q1
7,816,346 shares
FY'25/2
7,823,092 shares
Three months ended May 31, 2025
52,312,935 shares
Three months ended May 31, 2024
54,518,248 shares
Number of outstanding shares (Common stock)
Number of shares issued at end of period (including treasury shares)
Number of treasury shares at end of period
Average number of shares outstanding during period
Treasury shares include the number of Company shares owned by the ESOP trust account (2,010,670 shares at the end of FY'25/2; 1,973,495 shares at the end of FY'26/2 Q1) and the number of Company shares owned by the BIP trust account (73,817 shares at the end of FY'25/2; 73,817 shares at the end of FY'26/2 Q1).
Review of the attached consolidated financial statements by a certified public accountant or an audit firm: None
Explanation on the appropriate use of operating results forecasts and other notes
(Notes on forward-looking statements)
The forward-looking statements contained herein are based on information currently available to the Company and certain assumptions the Company deems reasonable. They do not guarantee future performance. Actual results may differ significantly from the forecasts due to various factors. For assumptions regarding operating results forecasts and notes on the use of the forecasts, see the section "1. Qualitative Information (3) Operating Results Forecast" on page 6.
(Supplementary materials for financial results)
Supplementary materials for the financial results will be posted on the Company's website on Tuesday, July 15, 2025.
Table of Contents
Qualitative Information 4
Operating Results 4
Financial Position 5
Operating Results Forecast 6
Quarterly Consolidated Financial Statements and Notes 7
Consolidated Balance Sheet 7
Consolidated Statements of Income and Comprehensive Income 8
Consolidated Statement of Income 8
Consolidated Statement of Comprehensive Income 9
Consolidated Statement of Cash Flows 10
Notes to Consolidated Financial Statements 11
(Notes to Going Concern Assumption) 11
(Additional Information) 11
(Notes to Material Changes in Shareholders' Equity) 16
(Segment Information, etc.) 16
(Significant Subsequent Events) 17
1. Qualitative Information
Operating Results
Since its establishment in 1997, dip Corporation (the "Company") has assisted its client companies with the recruiting and deployment of human resources by providing online job information sites, as well as creating an environment where each job seeker can work with enthusiasm and energy, based on its corporate philosophy of 'Here at dip, we want to tap into dreams, ideas and passion to create a better society'.
Since FY'20/2, under the corporate vision of becoming a 'Labor force solution company', the Company has been striving to solve diverse labor-related issues and realize a society in which everyone can experience the joy and happiness of work through the offering of personnel recruiting services and DX (digital transformation) services.
Thanks to the steady growth of the personnel recruiting services and DX businesses, sales for the three months ended May 31, 2025, came to 15,786 million yen (up 3.3% year on year).
In addition to initial investments such as in Spot Baitoru, the Company made investments to strengthen its sales capabilities, including the expansion of the head office in conjunction with the transition to a solutions organization and the recruitment of new graduate employees who graduated in 2025.
As a result, operating income for the three months ended May 31, 2025, amounted to 3,377 million yen (down 16.1% year on year), while ordinary income and net income attributable to owners of parent stood at 3,329 million yen (down 16.7% year on year) and 2,294 million yen (down 18.2% year on year), respectively.
An overview of the results by segment is detailed below.
Personnel Recruiting Services Business
The personnel recruiting services business operates the following platforms: Baitoru, a job information site for part-time workers; Spot Baitoru, an information site for spot part-time jobs; Baitoru NEXT, a job information site for regular employees and contract employees; Hatarako.net, a comprehensive job information site; Baitoru PRO, a comprehensive job information site for specialized jobs; Nurse de Hatarako, a job agency service for medical professionals, and Nursing Care de Hatarako, a job agency service for nursing jobs. The Company aims to expand the user and customer bases for these services through the vigorous efforts of its sales force and its service development and promotional capabilities.
During the three months ended May 31, 2025, sales of the personnel recruiting services business saw steady progress. As a result, segment sales and segment profit came to 13,995 million yen (up 3.1% year on year) and 4,991 million yen (down 12.7% year on year), respectively.
DX Business
Since September 2019, the DX business has been supporting the digital transformation (DX) of small and medium-sized enterprises (SMEs) through the offering of the KOBOT series. This SaaS DX product series is priced for SMEs, features simple functions, and is easy to introduce as it is designed for SMEs.
During the three months ended May 31, 2025, the business saw an increase in sales of its products, including Interview Scheduling KOBOT, which automatically schedules interviews with job applicants, Temp Agency KOBOT, which supports dispatch companies' sales activities with automated sales list creation services, Corporate Recruiting Page KOBOT, which creates client recruiting pages featuring Baitoru's unique functions, such as workplace introduction videos, and MEO KOBOT, which supports client companies' sales promotion activities by improving the order in which they are displayed in map searches. As a result, segment sales and segment profit amounted to 1,791 million yen (up 5.0% year on year) and 1,078 million yen (up 41.1% year on year), respectively.
Financial Position
Analysis of Financial Position
Total assets recorded at the end of the first quarter of FY'26/2 were 49,391 million yen, a decrease of 1,114 million yen from the end of the previous fiscal year. The main factors were a decrease of 1,344 million yen in cash and deposits and an increase of 158 million yen in investments and other assets.
Total liabilities stood at 13,475 million yen, a decrease of 794 million yen from the end of the previous fiscal year. This mainly reflected a decrease of 2,053 million yen in income taxes payable and an increase of 2,043 million yen in other current liabilities. Net assets were 35,915 million yen, a decrease of 320 million yen from the end of the previous fiscal year. The main factor was a decrease of 316 million yen in retained earnings.
Status of Cash Flows
Cash and cash equivalents ("cash") amounted to 12,811 million yen in the three months ended May 31, 2025. The breakdown of the cash flow is as follows:
(Cash flows from operating activities)
Net cash provided by operating activities was 2,623 million yen (a decrease of 3,317 million yen year on year). This was mainly due to net income before income taxes of 3,306 million yen, depreciation of 1,047 million yen, and an increase of 1,440 million yen in other liabilities, offsetting income taxes paid totaling 3,107 million yen.
(Cash flows from investing activities)
Net cash used in investing activities totaled 2,415 million yen (an increase of 1,244 million yen year on year). This was mainly due to payments into time deposits of 4,000 million yen and the purchase of intangible assets totaling 1,072 million yen, offsetting proceeds from the withdrawal of time deposits of 3,000 million yen.
(Cash flows from financing activities)
Net cash used in financing activities stood at 2,538 million yen (a decrease of 2,191 million yen year on year). This was mainly due to dividends paid totaling 2,576 million yen.
Operating Results Forecast
Our consolidated earnings forecast for FY'26/2 is based on the assumption that the part-time job advertising market will continue to recover gradually, as it did last year. We are forecasting sales to show further growth from last year due to Spot Baitoru, dip AI, and the transition to a solutions sales organization. For operating income, we anticipate a decline from last year due to initial investments in Spot Baitoru.
As both sales and profits developed according to the plan set at the beginning of the period during the three months ended May 31, 2025, we have not made any changes to the forecast announced in the financial results report on April 14, 2025.
The details are as follows.
Consolidated operating results forecast for FY'26/2 (the period from March 2025 to February 2026)
FY'25/2
(Actual)
FY'26/2
(Forecast)
Change (in amount)
Change
(in percentage)
Sales
¥ million 56,386
¥ million 60,000
¥ million
3,614
% 6.4
Operating Income
13,405
12,000
(1,405)
(10.5)
Ordinary Income
13,257
11,900
(1,357)
(10.2)
Net Income Attributable to Owners of Parent
8,951
8,000
(951)
(10.6)
2. Quarterly Consolidated Financial Statements and Notes
(1) Consolidated Balance Sheet
(Thousands of yen)
FY'25/2
As of February 28, 2025
FY'26/2 Q1
As of May 31, 2025
Assets
Current assets
Cash and deposits
18,156,176
16,811,546
Notes and accounts receivable - trade
5,562,822
5,566,835
Supplies
12,003
12,549
Other
2,670,010
2,618,354
Allowance for doubtful accounts
(136,874)
(168,617)
Total current assets
26,264,138
24,840,669
Non-current assets
Property, plant and equipment
2,667,477
2,639,468
Intangible assets
Software
10,528,317
10,104,503
Other
667,519
1,269,030
Total intangible assets
11,195,836
11,373,534
Investments and other assets
Investment securities
5,110,230
4,940,084
Other
5,313,429
5,642,162
Allowance for doubtful accounts
(44,499)
(44,159)
Total investments and other assets
10,379,159
10,538,087
Total non-current assets
24,242,474
24,551,090
Total assets
50,506,612
49,391,759
Liabilities
Current liabilities
Accounts payable - trade
427,602
423,697
Income taxes payable
3,302,730
1,249,401
Provision for bonuses
1,092,240
510,770
Asset retirement obligations
155,793
150,599
Other
6,068,280
8,111,610
Total current liabilities
11,046,647
10,446,079
Non-current liabilities
Provision for share-based remuneration
651,152
733,084
Provision for share-based remuneration for directors
163,136
172,846
Asset retirement obligations
797,844
817,851
Other
1,611,851
1,305,922
Total non-current liabilities
3,223,985
3,029,706
Total liabilities
14,270,633
13,475,785
Net assets
Shareholders' equity
Share capital
1,085,000
1,085,000
Capital surplus
7,479,351
7,479,351
Retained earnings
41,067,774
40,750,819
Treasury shares
(13,968,770)
(13,923,228)
Total shareholders' equity
35,663,356
35,391,942
Accumulated other comprehensive income
Valuation difference on available-for-sale securities
173,305
138,316
Total accumulated other comprehensive income
173,305
138,316
Share acquisition rights
385,940
373,053
Non-controlling interests
13,377
12,661
Total net assets
36,235,979
35,915,974
Total liabilities and net assets
50,506,612
49,391,759
(2) Consolidated Statements of Income and Comprehensive Income
Consolidated Statement of Income
(Thousands of yen)
Three months ended May 31, 2024
Three months ended May 31, 2025
Sales
15,279,028
15,786,735
Cost of sales
1,532,897
1,668,703
Gross profit
13,746,130
14,118,031
Selling, general and administrative expenses
9,722,250
10,741,011
Operating income
4,023,879
3,377,020
Non-operating income
Interest income
1,215
5,270
Foreign exchange gains
2,724
－
Penalty income
406
3,606
Gain on forfeit dividends received
1,911
3,896
Other
3,325
1,266
Total non-operating income
9,583
14,039
Non-operating expenses
Share of loss of entities accounted for using equity method
988
3,847
Foreign exchange losses
－
14,175
Amortization of restricted stock remuneration
31,895
40,631
Other
2,821
2,595
Total non-operating expenses
35,705
61,250
Ordinary income
3,997,757
3,329,810
Extraordinary income
Gain on reversal of share acquisition rights
11,432
12,886
Gain on sale of investment securities
54,781
65,167
Gain on receipt of donated non-current assets
72,915
－
Total extraordinary income
139,129
78,054
Extraordinary losses
Loss on valuation of investment securities
51,299
101,049
Total extraordinary losses
51,299
101,049
Profit before income taxes
4,085,586
3,306,814
Income taxes - current
1,600,416
1,168,734
Income taxes - deferred
(319,957)
(155,768)
Total income taxes
1,280,458
1,012,965
Net income
2,805,128
2,293,849
Net (loss) income attributable to non-controlling interests
496
(715)
Net income attributable to owners of parent
2,804,631
2,294,565
Consolidated Statement of Comprehensive Income
(Thousands of yen)
Three months ended May 31, 2024
Three months ended May 31, 2025
Net income
2,805,128
2,293,849
Other comprehensive income
Valuation difference on available-for-sale securities
(62,764)
(34,988)
Total other comprehensive income (62,764) (34,988)
Comprehensive income
2,742,363
2,258,860
(Breakdown)
Comprehensive income attributable to owners of parent
2,741,866
2,259,576
Comprehensive income attributable to non-controlling interests
496
(715)
(3) Consolidated Statement of Cash Flows
(Thousands of yen)
Three months ended May 31, 2024
Three months ended May 31, 2025
Cash flows from operating activities
Net income before income taxes
4,085,586
3,306,814
Depreciation
847,525
1,047,745
Share-based remuneration expenses
132,067
114,862
Interest and dividend income
(1,215)
(5,270)
Commission expenses
2,603
2,595
Share of loss (profit) of entities accounted for using equity method
988
3,847
Loss (gain) on sale of investment securities
(54,781)
(65,167)
Loss (gain) on valuation of investment securities
51,299
101,049
Gain on reversal of share acquisition rights
(11,432)
(12,886)
Gain on receipt of donated non-current assets
(72,915)
－
Decrease (increase) in trade receivables
380,699
(3,674)
Increase (decrease) in trade payables
(19,806)
(3,905)
Increase (decrease) in accounts payable - other
(430,632)
145,311
Increase (decrease) in contract liabilities
76,499
13,439
Increase (decrease) in allowance for doubtful accounts
6,873
31,403
Increase (decrease) in provision for bonuses
(117,235)
(581,469)
Increase (decrease) in provision for loss on contracts
(20,625)
－
Decrease (increase) in other assets
1,115,072
80,532
Increase (decrease) in other liabilities
1,138,246
1,440,980
Other, net
101,941
105,508
Subtotal
7,210,762
5,721,717
Interest and dividends received
5,631
9,468
Income taxes paid
(1,274,621)
(3,107,369)
Net cash provided by (used in) operating activities
5,941,771
2,623,816
Cash flows from investing activities
Payments into time deposits
(3,000,000)
(4,000,000)
Proceeds from withdrawal of time deposits
3,000,000
3,000,000
Proceeds from collection of long-term loans receivable
75,000
75,000
Purchase of property, plant and equipment
(13,853)
(150,543)
Purchase of intangible assets
(1,140,858)
(1,072,176)
Payments of leasehold and guarantee deposits
(727)
(345,609)
Proceeds from refund of leasehold and guarantee deposits
323
3,598
Payments associated with fulfillment of asset retirement obligations
(3,645)
(5,619)
Purchase of investment securities
(191,722)
－
Proceeds from sale of investment securities
104,781
80,000
Net cash provided by (used in) investing activities
(1,170,702)
(2,415,350)
Cash flows from financing activities
Purchase of treasury shares
(2,049,556)
－
Proceeds from sale of treasury shares
23,446
41,543
Dividends paid
(2,696,120)
(2,576,185)
Repayments to non-controlling shareholders
(2,423)
(1,047)
Other payments
(6,000)
(3,230)
Net cash provided by (used in) financing activities
(4,730,653)
(2,538,920)
Effect of exchange rate change on cash and cash equivalents
36,109
(14,175)
Increase (decrease) in cash and cash equivalents
76,526
(2,344,630)
Cash and cash equivalents at beginning of period
16,116,841
15,156,176)
Cash and cash equivalents at end of period
16,193,367
12,811,546
Notes to Consolidated Financial Statements (Notes to Going Concern Assumption)
Not applicable
(Additional Information)
Stock Ownership Plan for Company Directors (Board Incentive Plan (BIP) Trust Scheme)
Pursuant to a resolution adopted at the board meeting on April 13, 2016, the Company introduced a Board Incentive Plan (BIP) trust scheme ("BIP Trust Scheme") for its directors (excluding outside directors and overseas residents. The same shall apply hereinafter.) in August 2016 to increase their motivation to contribute to improving corporate value in the medium-to-long term and to share a common sense of interest with the shareholders. At the board meeting held on the same day, a resolution was adopted to submit a proposal for introducing the BIP Trust Scheme to the 19th annual shareholders meeting held on May 28, 2016. The proposal was approved at the shareholders meeting. Following the introduction of the BIP Trust Scheme, new stock acquisition rights will no longer be granted to directors in the future for stock options.
The Board of Directors resolved at its meeting on June 22, 2021, to extend the BIP Trust Scheme until August 2026. Furthermore, at the 26th annual shareholders meeting held on May 24, 2023, it was approved to extend the BIP Trust Scheme upon abolishing the previous compensation framework related to the BIP Trust Scheme for directors, in accordance with the transition to a company with an Audit & Supervisory Committee, and re-establishing a performance-linked stock-based compensation framework for directors (excluding directors who are Audit & Supervisory Committee members and outside directors; the "Eligible Directors").
Summary of the scheme
A BIP trust is an incentive plan for directors based on performance shares and restricted stock schemes of the United States. Company shares acquired by the BIP Trust and cash equivalent to the value of the Company shares are distributed to the Eligible Directors according to the degree of achievement of performance targets.
By contributing funds to acquire Company shares, the Company has established a trust (BIP trust account) with Eligible Directors who meet certain requirements as the beneficiaries. The trust acquires the number of Company shares expected to be provided to the Company's Eligible Directors in accordance with pre-established stock-based compensation regulations through third-party allotment from the Company. Pursuant to the stock-based compensation regulations, the trust distributes Company shares and the cash equivalent of the proceeds from the sale of such shares on the date of determination of beneficiary right due to retirement, etc. to Eligible Directors who meet certain beneficiary requirements. The number of Company shares delivered is determined by the degree to which performance targets are achieved each fiscal year.
Company shares remaining in trust
Company shares held in the BIP trust account are recorded as treasury shares under net assets at book value to the trust (excluding ancillary expenses). The book value and number of said treasury shares were 228,440 thousand yen and 73,817 shares in FY'25/2, and 228,440 thousand yen and 73,817 shares in FY'26/2 Q1.
(Restricted Stock-Based Compensation Plan for Directors)
Pursuant to a resolution adopted at the board meeting on April 7, 2021, the Company introduced a directors compensation plan utilizing restricted stock (with performance-based conditions) ("Director RS Compensation Plan") to encourage the Company's directors (excluding outside directors) to further promote value sharing with shareholders and maximize social and economic values, thereby contributing toward the realization of the Company's corporate vision of becoming a 'Labor force solution company'. At the board meeting held on the same day, a resolution was adopted to submit a proposal for introducing the Director RS Compensation Plan to the 24th annual shareholders meeting held on May 26, 2021. The proposal was approved at the shareholders meeting.
Pursuant to a resolution adopted at the board meeting on April 14, 2023, the Company passed a resolution to submit the following proposal to the 26th annual shareholders meeting held on May 24, 2023: (i) To implement changes following the transition to a company with an Audit & Supervisory Committee and (ii) to extend the transfer restriction period by two years. The proposal was approved at the shareholders meeting.
Of the three directors who were granted restricted stock based on the proposal that was approved at the 24th Annual General Meeting of Shareholders, one retired due to the expiry of his term of office at the 26th Annual General Meeting of Shareholders. This director has continued to hold the restricted stock as a person equivalent to a director (corporate officer) until he was elected director and Audit & Supervisory Committee member at the 27th Annual General Meeting of Shareholders held on May 23, 2024, and as a director since his appointment as a director and Audit & Supervisory Committee member.
Summary of the plan
The Company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors; the "Eligible Directors") will pay all monetary claims granted by the Company as payment in kind in accordance with the resolution of the Company's Board of Directors and, in return, be subject to the issuance or disposition of common stock of Company shares.
The amount to be paid per share of restricted stock will be determined by the Board of Directors based on the closing price of common stock of Company shares on the Tokyo Stock Exchange on the business day immediately preceding the date of resolution by the Board of Directors on the issuance or disposal of such restricted stock (if there is no closing price on such date, the amount will be based on the closing price on the most recent trading day) to the extent that such amount will not be an amount particularly favorable to the Eligible Directors who subscribe for such restricted stock.
In addition, when issuing or disposing of the Company's common stock under the Director RS Compensation Plan, a restricted share allotment agreement (the "Allotment Agreement") will be executed between the Company and the Eligible Directors. The agreement shall include, among other matters, (i) a provision preventing the Eligible Directors from transferring, creating a security interest, or otherwise disposing of the Company's common stock that has been allotted to the Eligible Directors under the Allotment Agreement for a certain period, and (ii) a provision that, if certain events should arise, the Company will acquire such common stock for no consideration.
Provisions of Allotment Agreement
The restricted share allotment agreement to be executed between the Company and the Eligible Directors pursuant to the Company's board resolution upon allotment of restricted stock shall include the following provisions.
Provisions of transfer restrictions
The Eligible Directors may not transfer, create a pledge, create a transfer security interest, make an inter vivos gift, make a bequest, or otherwise dispose in any way (the "Transfer Restrictions") of the Restricted Shares allotted to the relevant directors (the "Allotted Shares") to a third party for a period of up to six years as determined by the Company's Board of Directors (the "Transfer Restriction Period"). The Transfer Restriction Period is scheduled from August 27, 2021, through April 15, 2027.
Acquisition of restricted stock without consideration
In the event that an Eligible Director retires or resigns from any position as a director of the Company, a director of a subsidiary of the Company, or any other equivalent position before the expiry of the Transfer Restriction Period, the Company will automatically acquire the Allotted Shares without consideration, unless there is a reason that the Board of Directors of the Company deems justifiable. In addition, if there are any of the Allotted Shares for which Transfer Restrtions have not been lifted in accordance with the provisions of the reasons for the lifting of Transfer Restrictions in below upon the expiry of the Transfer Restriction Period in above, the Company will automatically acquire such Allotted Shares without consideration.
Conditions for releasing Transfer Restrictions based on performance conditions, etc.
The Transfer Restrictions will be released at the expiry of the Transfer Restriction Period (or on the date the summary report on financial results for the year ending February 2027 is released, if such report is released prior to the expiry of the Transfer
Restriction Period) for all or part of the Allotted Shares, subject to the enrollment conditions, which require Eligible Directors to remain in a position of director of the Company, a director of a subsidiary of the Company or equivalent throughout the Transfer Restriction Period, and based on the position conditions and the performance conditions. The Company will automatically acquire the Allotted Shares for which Transfer Restrictions are unreleased for no consideration.
However, if an Eligible Director retires or resigns from the position of director of the Company, a director of a subsidiary of the Company or equivalent prior to the expiry of the Transfer Restriction Period for reasons deemed justifiable by the Board of Directors, the number of Allotted Shares for which Transfer Restrictions will be released and the timing of releasing the Transfer Restrictions shall be adjusted reasonably as needed.
Total number of shares held by Eligible Directors FY'25/2: 160,000 shares; FY'26/2 Q1: 160,000 shares
Stock Ownership Plan for Company Employees (Employee Stock Ownership Plan (ESOP) Trust Scheme)
Pursuant to a resolution adopted at the board meeting on April 12, 2012, the Company introduced an Employee Stock Ownership Plan (ESOP) trust scheme ("ESOP Trust Scheme") for its employees in May 2012 to improve the Company's corporate value in the medium-to-long term. A resolution was adopted at a board meeting held on March 10, 2023, to extend the ESOP Trust Scheme, and a resolution was passed at a board meeting held on August 1, 2023, to dispose of treasury shares on August 22.
Summary of the scheme
An ESOP trust is a trust-type incentive plan for employees based on the employee stock ownership plan (ESOP) of the United States. It has a purpose of enhancing the compensation system for employees by utilizing Company shares.
By contributing funds to acquire Company shares, the Company establishes a trust (ESOP trust account) with employees who meet certain requirements as the beneficiaries. Over a predetermined acquisition period, the trust acquires from the stock market Company shares in the number expected to be distributed to Company employees in accordance with pre-established stock granting regulations. Pursuant to the stock granting regulations, the trust distributes Company shares and cash equivalent to the proceeds from the sale of such shares according to the rank and years of service of the employee during the trust period to employees at no cost on their retirement. As the Company contributes all funds for acquiring Company shares to be acquired by the trust, there will be no financial burden on the employees.
Company shares remaining in the trust
Company shares held in the ESOP trust account are recorded as treasury shares under net assets at book value to the trust (excluding ancillary expenses). The book value and number of said treasury shares were 2,462,554 thousand yen and 2,010,670 shares in FY'25/2, and 2,417,012 thousand yen and 1,973,495 shares in FY'26/2 Q1.
(Restricted Stock-Based Compensation Plan for Employees)
Pursuant to a resolution adopted at the board meeting on May 27, 2020, the Company introduced an incentive plan for employees in August 2020 utilizing restricted stock ("Employee RS Compensation Plan") to enhance employee motivation and encourage each employee to further promote value sharing with shareholders and maximize the social and economic value of the Company, thereby contributing toward the realization of the Company's corporate vision of becoming a 'Labor force solution company'. In addition, at the board meeting held on June 22, 2021, the Company resolved to allot shares to employees who were hired between April 2, 2020, and May 31, 2021, and who were promoted between May 1, 2020, and May 31, 2021, and at the board of directors meeting held on July 13, 2022, to allot shares to employees who were hired or promoted between June 1, 2021, and June 1, 2022. At the Board of Directors meeting held on August 1, 2023, it also resolved to allot shares to employees hired or promoted between June 2, 2022, and June 1, 2023.
In the Employee RS Compensation Plan, the Company had set performance targets five years in advance, the achievement of which was the condition for releasing transfer restrictions. However, due to revisions to the medium-term management plan, the Board of Directors adopted a resolution to extend the transfer restriction period by two years and to revise the performance conditions for those allottees who are Company employees belonging to the DX Business Group, which had been sales and operating income of the DX business, to the same conditions as those applied to Company employees belonging to departments other than the DX Business Group, which are consolidated sales and consolidated operating income (or non-consolidated sales and non-consolidated operating income if non-consolidated), based on a resolution adopted at the board meeting on April 14, 2023.
Summary of the plan
The eligible employees will pay all monetary claims granted by the Company under the Employee RS Compensation Plan as payment in kind and, in return, be subject to the issuance or disposition of common stock of Company shares. The amount to be paid per common stock that will be issued or disposed of to the eligible employees by the Company under the Employee RS Compensation Plan will be determined by the Board of Directors based on the closing price of common stock of Company shares on the Tokyo Stock Exchange on the business day immediately preceding the date of resolution by the Board of Directors (if there is no closing price on such date, the amount will be based on the closing price on the most recent trading day) to the extent that such amount will not be an amount particularly favorable to the eligible employees who subscribe for such common stock.
In addition, when issuing or disposing of the Company's common stock under the eligible employees, a restricted stock allotment agreement (the "Allotment Agreement") will be executed between the Company and the eligible employees. The agreement shall include, among other matters, (i) a provision preventing the eligible employees from transferring, creating a security interest, or otherwise disposing of the Company's common stock that has been allotted to the eligible employees under the Allotment Agreement for a certain period, and (ii) a provision that, if certain events should arise, the Company will acquire such common stock for no consideration.
Summary of the Allotment Agreement
Transfer restriction period
From August 27, 2020, through April 15, 2027
Conditions for releasing transfer restrictions based on performance conditions, etc.
The transfer restrictions will be released at the expiry of the transfer restriction period (or on the date the summary report on financial results for the year ending February 2027 is released, if such report is released prior to the expiry of the transfer restriction period) for all or part of the allotted shares, subject to the enrollment conditions, which require the eligible employees to remain in a position of director, corporate officer (who does not hold a position as director), employee or equivalent throughout the transfer restriction period, and the position conditions, which require the transfer restrictions to be released for the number of the allotted shares determined according to the employee's rank immediate prior to the expiry of the transfer restriction period, and based on the performance conditions. The Company will automatically acquire the allotted shares for which the transfer restrictions are unreleased for no consideration.
However, if an eligible employee retires or resigns from the position of director, corporate officer (who does not hold a position as director), employee, or equivalent prior to the expiry of the transfer restriction period in question for reasons deemed justifiable by the Board of Directors, the number of allotted shares for which the transfer restriction will be released and the timing of releasing the transfer restriction shall be adjusted reasonably as needed.
Total number of shares held by eligible employees FY'25/2: 880,563 shares; FY'26/2 Q1: 845,879 shares
(Notes to Material Changes in Shareholders' Equity)
Not applicable
(Segment Information etc.)
[Segment information]
Three months ended May 31, 2024
Information on amounts of sales and profit or loss by reported segment and breakdown information of revenue
(Thousands of yen)
Reported segment
Adjustment (Note 1)
Amount recorded in consolidated statement of income (Note 2)
Personnel Recruiting Services Business
DX Business
Total
Sales
Media
(job advertising)
services
12,772,091
－
12,772,091
－
12,772,091
Permanent placement services
774,800
－
774,800
－
774,800
DX services
－
1,707,012
1,707,012
－
1,707,012
Other services
25,124
－
25,124
－
25,124
Revenue generated from
contracts with customers
13,572,016
1,707,012
15,279,028
－
15,279,028
Other revenue
－
－
－
－
－
Sales ― outside customers
13,572,016
1,707,012
15,279,028
－
15,279,028
Sales and transfers
- inter-segment
－
－
－
－
－
Total
13,572,016
1,707,012
15,279,028
－
15,279,028
Segment profit
5,714,764
763,847
6,478,611
(2,454,731)
4,023,879
(Notes) 1. Adjustment of segment profit of (2,454,731) thousand yen is corporate expenses not allocated to any reported segment.
Corporate expenses are mainly selling, general, and administrative expenses that are not attributable to a reported segment.
Segment profit has been reconciled with operating income on the consolidated statement of income.
2. Information on impairment loss on non-current assets and goodwill, etc., by reported segment Not applicable
Three months ended May 31, 2025
Information on amounts of sales and profit or loss by reported segment and breakdown information of revenue
(Thousands of yen)
Reported segment
Adjustment (Note 1)
Amount recorded in consolidated statement of income (Note 2)
Personnel Recruiting Services Business
DX Business
Total
Sales
Media
(job advertising)
services
13,204,416
－
13,204,416
－
13,204,416
Permanent placement services
731,507
－
731,507
－
731,507
DX services
－
1,791,667
1,791,667
－
1,791,667
Other services
59,143
－
59,143
－
59,143
Revenue generated from contracts with
customers
13,995,068
1,791,667
15,786,735
－
15,786,735
Other revenue
－
－
－
－
－
Sales ― outside customers
13,995,068
1,791,667
15,786,735
－
15,786,735
Sales and transfers
- inter-segment
－
－
－
－
－
Total
13,995,068
1,791,667
15,786,735
－
15,786,735
Segment profit
4,991,706
1,078,066
6,069,773
(2,692,753)
3,377,020
(Notes) 1. Adjustment of segment profit of (2,692,753) thousand yen is corporate expenses not allocated to any reported segment.
Corporate expenses are mainly selling, general, and administrative expenses that are not attributable to a reported segment.
Segment profit has been reconciled with operating income on the consolidated statement of income.
2. Information on impairment loss of non-current assets and goodwill, etc., by reported segment Not applicable
(Significant Subsequent Events)
Not applicable
(Note) English documents are prepared as a courtesy to our stakeholders. In the event of any inconsistency between English-language documents and Japanese-language documents, the Japanese-language documents will prevail.