Yamato Holdings Co., Ltd. (hereinafter the "Company") hereby announces that at a meeting of its Board of Directors held on May 14, 202G, it has resolved to transfer all shares (representing 70% of the total outstanding shares) held by the Company in its consolidated subsidiary, YAMATO CREDIT & FINANCE CO., LTD. (hereinafter "YCF"), to NJM5 Corporation (hereinafter "NJM5"), a wholly-owned subsidiary of Nojima Corporation, as detailed below. As a result of the Share Transfer, YCF will be excluded from the Company's scope of consolidation. Consequently, while the Company aims to optimize its balance sheet by reducing consolidated interest-bearing debt, it expects to book an extraordinary loss.
Therefore, the Company has revised its consolidated earnings forecast previously announced.
The Company is currently prioritizing the rebuilding of its "earning power" as a key management initiative toward the early realization of a return on capital exceeding its cost of capital. As part of this initiative, we are working to restore profitability in its core domains, including the Express Business, while reviewing its business portfolio and concentrating management resources on growth domains such as the Contract Logistics Business and the Global Business.
Since its establishment in 1374, YCF, the target company, has provided a variety of payment and financing services, centered on its consumer installment financing business. However, amid recent changes in the market environment and intensifying competition with IT payment service providers and others, the Company concluded that, in order for YCF to achieve sustainable growth and strengthen its competitiveness, it is essential to make
continuous system investments in AI and other areas, as well as enhance financial business expertise, and that transferring the business to an external partner would be the optimal solution.
Nojima Corporation, which will become our substantial partner through the Share Transfer, operates a nationwide store network as a digital consumer electronics retailer, and is expanding the Group's financial business platform. We believe that by collaborating with the Nojima Group's business foundation, YCF will be able to achieve stable and sustainable growth.
As a result of the Share Transfer, there will be a one-off negative impact on profit attributable to owners of parent for the current fiscal year, due to the booking of extraordinary loss.
However, as YCF will be excluded from the scope of consolidation, its interest-bearing debt of
31.G billion yen (as of March 31, 202G) will be taken off balance sheet, leading to a reduction in the Yamato Group's invested capital. We position this transaction as an important step in advancing our "comprehensive review with no sacred cows" and balance sheet management, and by optimally reallocating the freed up management resources, we aim to improve return on capital (ROIC) and enhance corporate value.
2•Overview of the subsidiary to be transferred(1)Name | YAMATO CREDIT & FINANCE CO., LTD. |
(2)Location | 3-15-10, Takada, Toshima-ku, Tokyo |
(3)Name and title of representative | Yuji Motoyama Representative Director and President |
(4)Description of business | Credit services (individual and comprehensive installment financing services), inter-company accounts receivable settlement services, accounts receivable and movable asset-backed financing, and collection agency services |
(5)Share capital | 500 million yen |
(G)Date of establishment | August, 1374 |
(7)Major shareholders | The Company: 70%, Hulic Co., Ltd.: 25%, Mizuho Bank, Ltd.: |
and ownership ratios | 5% | ||
(8)Relationship between the Company | The relevant company is a consolidated subsidiary of the Company. There are business relationships such as concurrent director appointments and intercompany loans. | ||
(9)Operating results and financial positions for the last three years [Under Japanese GAAP] | |||
Fiscal year ended | March 31, 2023 | March 31, 2024 | March 31, 2025 |
Net assets | 17,071 million yen | 17,354 million yen | 17,280 million yen |
Total assets | 57,235 million yen | 57,834 million yen | 53,313 million yen |
Net assets per share | 20,274 yen | 20,G11 yen | 20,523 yen |
Net sales | 4,033 million yen | 4,054 million yen | 3,84G million yen |
Operating profit | (418) million yen | (35G) million yen | (71) million yen |
Ordinary profit | (3G2) million yen | (1G0) million yen | 48 million yen |
Profit | (2,152) million yen | 320 million yen | 872 million yen |
Basic earnings per share | (2,55G) yen | 381 yen | 1,03G yen |
Dividend per share | 0 yen | 152 yen | 517 yen |
(1)Name | NJM5 Corporation |
(2)Location | 2-15-3, Konan, Minato-ku, Tokyo |
(3)Name and title of representative | Hiroshi Nojima Representative Director |
(4)Description of business | Holding and management of securities, etc. |
(5)Share capital | 50 thousand yen |
(G)Date of establishment | April 1, 202G |
(7)Major shareholders and ownership ratios | Nojima Corporation: 100% |
(8)Relationship between the Company | There are no items to report regarding capital, personal, or business relationships. |
(Reference) Overview of the parent company of NJM5 Corporation
(1)Name | Nojima Corporation |
(2)Location | 1-1-1, Yokoyama, Chuo-ku, Sagamihara-shi, Kanagawa |
(3)Name and title of representative | Hiroshi Nojima Director, Representative Executive Officer and President |
(4)Description of business | Sales of digital consumer electronics, related installation work, repairs, technical guidance, etc. |
(5)Share capital | G,330 million yen |
(G)Date of establishment | April, 13G2 |
(7)Major shareholders and ownership ratios | Nojima hiroshi Corporation: 15.1%, The Master Trust Bank of Japan, Ltd. (Trust Account): 3.0%, TN HOLDINGS CO,LTD.: 5.5% |
(8)Relationship between the Company | There are no items to report regarding capital, personal, or business relationships. |
(1)Number of shares held before transfer | 583,400 shares (Number of voting rights: 583,400, Percentage of voting rights held: 70.0%) |
(2)Number of shares to be transferred | 583,400 shares (Number of voting rights: 583,400) |
(3)Consideration for transfer | 3,500 million yen |
(4)Number of shares held after transfer | 0 shares (Number of voting rights: 0, Percentage of voting rights held: 0.0%) |
Date of resolution at the meeting of the Board of Directors: May 14, 202G
Date of conclusion of the agreement: May 14, 202G
Date of share transfer execution: September 1, 202G (Scheduled)
In connection with this Share Transfer, the Company expects to book an extraordinary loss of approximately 3.0 billion yen as a loss on sale of shares of subsidiaries and associates in the second quarter of the fiscal year ending March 31, 2027. Furthermore, after considering a reduction in tax expenses and other factors, the impact on profit attributable to owners of parent is expected to be approximately minus 8.0 billion yen.
7•Revision of earnings forecastFollowing the "G. Booking of extraordinary loss" mentioned above, the Company has revised its consolidated earnings forecast for the fiscal year ending March 31, 2027, which were most recently announced, as follows.
Revision of consolidated earnings forecast for the first half of the fiscal year ending March 31, 2027 (April 1, 202G through September 30, 202G)