Pronexus IncorporatedTSE: 7893

Earnings Report FY2024 Consolidated 2Q

· Issued by Pronexus Incorporated

Translation

October 31, 2024

Consolidated Financial Results

for the First Six Months of the Fiscal Year Ending March 31, 2025

Company name:

PRONEXUS INC.

Listing:

Tokyo Stock Exchange

Stock code:

7893

URL

https://www.pronexus.co.jp/english/

Representative:

Takeshi Ueno, President and Representative Director

Inquiries:

Jun Takamatsu, Managing Executive Officer, General Manager, Corporate Planning

and Administrative Division, General Manager, President’s Office

TEL:

+81-3-5777-3111 (from overseas)

Scheduled date to file Semi-annual Securities Report:

November 11, 2024

Scheduled date to commence dividend payments:

December 5, 2024

Preparation of supplementary material on earnings:

Yes

Holding of earnings performance review:

Yes (for analysts)

(Millions of yen with fractional amounts rounded, unless otherwise noted)

1. Consolidated performance for the first six months of the fiscal year ending March 31, 2025 (from April 1, 2024 to September 30, 2024)

(1) Consolidated operating results (cumulative)

(Percentages indicate year-on-year changes.)

Revenue

Operating profit

Profit before tax

Profit

First six months ended

Millions of yen

%

Millions of yen

%

Millions of yen

%

Millions of yen

%

September 30, 2024

17,887

1.0

3,163

8.9

4,595

56.6

3,134

57.0

September 30, 2023

17,716

10.6

2,905

7.7

2,935

6.5

1,996

6.9

Profit attributable to

Total comprehensive

Basic earnings per

Diluted earnings per

owners of parent

income

share

share

First six months ended

Millions of yen

%

Millions of yen

%

Yen

Yen

September 30, 2024

3,132

57.1

2,776

21.2

122.76

–

September 30, 2023

1,993

6.9

2,291

38.0

78.12

–

Note: At the end of the fiscal year ended March 31, 2024, the provisional accounting treatment for business combinations was finalized. Accordingly, figures for the first six months of the fiscal year ended March 31, 2024 show the amounts that have been adjusted to reflect the revision of the initial allocation of acquisition costs upon finalization of the provisional accounting treatment.

(2) Consolidated financial position

Total assets

Total equity

As of

Millions of yen

Millions of yen

September 30, 2024

41,643

27,899

March 31, 2024

38,584

25,583

Equity attributable to

owners of parent

Millions of yen

27,849

25,535

Ratio of equity

attributable to owners of parent to total assets

%

66.9

66.2

2. Cash dividends

Annual dividends

First quarter-end

Second quarter-end

Third quarter-end

Fiscal year-end

Total

Yen

Yen

Yen

Yen

Yen

Fiscal year ended March

–

18.00

–

18.00

36.00

31, 2024

Fiscal year ending

–

26.00

March 31, 2025

Fiscal year ending

–

26.00

52.00

March 31, 2025

(Forecast)

Notes: 1. Revisions to the forecasts of cash dividends most recently announced: None

2. For the fiscal year ending March 31, 2025, the dividend for the second quarter-end and fiscal year-end (forecast) each include a special dividend of 8.00 yen (total of 16.00 yen for the fiscal year).

3. Consolidated earnings forecasts for the fiscal year 2024 (from April 1, 2024 to March 31, 2025)

(Percentages indicate year-on-year changes.)

Revenue

Operating profit

Profit before tax

Profit

Profit attributable

Basic

to owners of

earnings

parent

per share

Millions of

%

Millions of

%

Millions of

%

Millions of

%

Millions of

%

Yen

yen

yen

yen

yen

yen

Fiscal year ending

31,000

2.9

2,500

2.7

3,900

54.2

2,650

48.4

2,650

48.9

103.88

March 31, 2025

Notes: 1. Revisions

to the consolidated earnings forecasts most recently announced: None

2. On May 13, 2024, PRONEXUS INC. (hereinafter the “Company”) made a separate announcement, “(Update on Disclosed Matter) Notice Concerning Changes in Associates Accounted for by the Equity Method (Share Transfer), Recording of Gain on Sale of Shares of Subsidiaries and Associates, and Other Information.” In conjunction with this share transfer, the Company recorded gain on sale of investments accounted for using equity method of 1,411 million yen in the first quarter of the fiscal year ending March 31, 2025.

* Notes

  1. Significant changes in the scope of consolidation during the period: None
  2. Changes in accounting policies and changes in accounting estimates
    1. Changes in accounting policies required by IFRS: Yes
    2. Changes in accounting policies due to other reasons: None
    3. Changes in accounting estimates: None
  3. Number of issued shares (common shares)
    1. Total number of issued shares at the end of the period (including treasury shares)

As of September 30, 2024

27,716,688 shares

As of March 31, 2024

27,716,688 shares

b. Number of treasury shares at the end of the period

As of September 30, 2024

2,207,608 shares

As of March 31, 2024

2,207,565 shares

c. Average number of shares during the period (cumulative from the beginning of the fiscal year)

For the first six months ended September 30, 2024

25,509,089 shares

For the first six months ended September 30, 2023

25,509,151 shares

  • Semi-annualfinancial results reports are exempt from review conducted by certified public accountants or an audit corporation
  • Proper use of earnings forecasts, and other special matters (Caution regarding forward-lookingstatements and others)
    The forward-looking statements, including earnings forecasts, contained in these materials are based on information currently available to the Company and on certain assumptions deemed to be reasonable. Consequently, any statements herein do not constitute assurances regarding actual results by the Company. Actual business and other results may differ substantially due to various factors. Please refer to the section of “(3) Explanation of consolidated earnings forecasts and other forward-looking statements” of “1. Qualitative information regarding earnings for the first six months” on page 5 of [Attached Material] for the suppositions that form the assumptions for earnings forecasts and cautions concerning the use thereof.
    (Means of access to contents of supplementary material on earnings and earnings performance review)
    The supplementary material on earnings will be available on the Company’s website. The Company holds presentations for analysts regarding the six-month and year-end results. Distributed presentation materials as well as video recordings of the performance reviews will be available on the Company’s website.

[Attached Material]

Index

1. Qualitative information regarding earnings for the first six months

2

(1)

Explanation of operating results

2

(2)

Explanation of financial position

5

(3)

Explanation of consolidated earnings forecasts and other forward-looking statements

5

2. Condensed semi-annual consolidated financial statements and significant notes thereto

6

(1)

Condensed semi-annual consolidated statement of financial position

6

(2)

Condensed semi-annual consolidated statement of profit or loss and condensed semi-annual

consolidated statement of comprehensive income

8

(3)

Condensed semi-annual consolidated statement of changes in equity

10

(4)

Notes to condensed semi-annual consolidated financial statements

12

(Changes in accounting policies)

12

(Segment information)

12

(Notes on premise of going concern)

12

- 1 -

1. Qualitative information regarding earnings for the first six months

  1. Explanation of operating results
  1. Condition of Japanese economy
    In the first six months, the Japanese economy showed a gradually recovery trend in economic conditions, backed mainly by improvement in the employment and income environment. However, the future of the economy remains unclear due to surging resource prices caused by the war in Ukraine and conflicts in the Middle East, primarily in Gaza, becoming prolonged, an increase in prices, the Japanese yen depreciation in foreign exchange markets and other factors.
    Furthermore, in the securities markets of Japan, to which the business of the Company is closely linked, although the Nikkei Stock Average fell to the 31,000-yen level at one point in the first six months due to concerns about the slowing of the U.S. economy and the rapid appreciation of the yen, expectations for a domestic economic recovery resulted in it trading mostly around the 38,000-yen level, compared to the 31,000-yen level in the same period of the previous fiscal year.
  2. Review of performance
    In the first six months of the current fiscal year, orders for web services, English translation services and other IR-related services increased against the backdrop of the growing need for the promotion of dialogue with shareholders and investors and the requirement for companies listed on the Prime Market to simultaneously disclose information in Japanese and English starting in April 2025. In addition, orders increased for finance-related products for listed companies and, in the investment trust-related business, for promotion tools, mainly for sales company websites. The business of preparing the shareholder convocation notices, one of our mainstay products, saw the number of their printed pages decrease due to the system for the electronic provision of convocation notices that was implemented starting from the general meetings of shareholders held in March 2023. However, sales remained almost at the same level year on year, as the shift to electronic provision has been more gradual than expected, as well as due to an increase in the number of printed copies, accompanying the increase in the number of individual shareholders, and the provision of services aimed at supporting electronic provision. Meanwhile, starting from the first six months of the current fiscal year, the accounting for the annual fees for the practical information provision services for our client companies was changed from recording a lump sum at the beginning of the fiscal year previously to recording monthly installments. Although there will be no impact on the performance for the full year as a result of this change, both revenue and profit for these services for the first six months decreased by 96 million yen. The aforementioned factors contributing to increased revenue more than offset these. As a result, consolidated revenue in the first six months was 17,887 million yen, an increase of 171 million yen, or 1.0%, year on year.
    In terms of profit, as a result of efforts to offset initial costs incurred to address the system for electronic provision of shareholder convocation notices, and to implement operational streamlining, operating profit came to 3,163 million yen, an increase of 258 million yen, or 8.9%, year on year. In addition, as a result of recording gain on sale of investments accounted for using equity method of 1,411 million yen in conjunction with the share transfer of associates accounted for using equity method, profit before tax was 4,595 million yen, an increase of 1,660 million yen, or 56.6%, year on year, and profit attributable to owners of parent was 3,132 million yen, an increase of 1,139 million yen, or 57.1%, year on year.
    1. Sales performance by business

      In conjunction with the expanding adoption of the system for the electronic provision of convocation notices that was implemented starting from the general meetings of shareholders held in March 2023, the number of printed pages for shareholder convocation notices, one of our mainstay products, decreased. However, as the shift to electronic provision has been more gradual than expected, as well as due to an increase in the number of printed copies,
      • 2 -

accompanying the increase in the number of individual shareholders, and the promotion of orders for new services in response to the introduction of the new system, the negative impact has been negligible and the results exceeded our plan at the beginning of the fiscal year.

In addition, orders increased for finance-related products against the backdrop of robust stock markets, and revenues increased for outsourcing services for the preparation of disclosure documents due to strong demands for operational streamlining. As a result, revenue of the listed companies disclosure-related business was 8,148 million yen, an increase of 147 million yen, or 1.8%, year on year.

Orders increased for web services and visualization services for shareholders’ meetings, backed by growing needs for the promotion of dialogue with shareholders and investors. Furthermore, revenues increased for English translation services in anticipation of the requirement for companies listed on the Prime Market to simultaneously disclose information in Japanese and English starting in April 2025.

However, revenue from business reports for shareholders decreased as the number of companies preparing such reports has declined. In addition, starting from the first six months of the current fiscal year, the accounting for the annual fees for the practical information provision services for our client companies was changed from recording a lump sum at the beginning of the fiscal year previously to recording monthly installments. Although there will be no impact on the performance for the full year as a result of this change, the sales for these services for the first six months decreased by 96 million yen. As a result, revenue of the listed companies IR and events-related, etc. business was 5,752 million yen, a decrease of 94 million yen, or 1.6%, year on year.

In the investment trust-related business, orders increased for promotion tools, mainly for sales company websites, against the backdrop of the increase in the number of individual investors following the introduction of the new NISA (Nippon Individual Savings Account) scheme. In the meantime, in the real estate securities business, despite a decline in orders for related products due to a decrease in financing compared to the same period of the previous fiscal year, factors contributing to increased revenue more than offset these. As a result, revenue of the financial instruments disclosure-related business was 3,472 million yen, an increase of 117 million yen, or 3.5%, year on year.

In the database-related business, although there were some decreases in unit prices during contract renewals for existing customers, we worked to increase unit prices mainly from universities, who are the main customers, and acquire orders from new customers. As a result, revenue of the database-related business was 516 million yen, an increase of 1 million yen, or 0.1%, year on year.

- 3 -

Revenue by product areas

(Thousands of yen with fractional amounts discarded, unless otherwise noted)

First six months of FY2023

First six months of FY2024

(from April 1, 2023

(from April 1, 2024

Change

to September 30, 2023)

to September 30, 2024)

Composition

Composition

Amount

ratio

Amount

ratio

Amount

(%)

(%)

(%)

Listed companies disclosure-

8,000,642

45.2

8,147,712

45.5

147,070

1.8

related business

Listed companies IR and events-

5,845,947

33.0

5,752,221

32.2

(93,726)

(1.6)

related, etc. business

Financial instruments disclosure-

3,354,377

18.9

3,471,723

19.4

117,346

3.5

related business

Database-related business

514,897

2.9

515,534

2.9

637

0.1

Total

17,715,863

100.0

17,887,190

100.0

171,327

1.0

Note: Amounts are based on sales prices.

    1. Earnings summary
      In the first six months, revenue increased by 171 million yen over the same period of the previous fiscal year in product categories other than those in the listed companies IR and events- related, etc. business, where the accounting method for recording sales from annual fees was changed. Cost of sales amounted to 10,565 million yen, an increase of 37 million yen, or 0.4%, year on year, despite a decrease in costs for paper as a result of the expanding adoption of the system for the electronic provision of shareholder convocation notices. Factors causing this cost increase included continued rises in unit purchase prices, such as the cost of materials, including paper, and an increase in labor costs caused by the expansion of orders. On the other hand, the cost-to-sales ratio was 59.1%, a decrease of 0.3 percentage points year on year, as a result of efforts to offset initial costs incurred to address the aforementioned system for electronic provision, and to implement operational streamlining. As a result, gross profit was 7,322 million yen, an increase of 134 million yen, or 1.9%, year on year. Selling, general and administrative expenses amounted to 4,217 million yen, a decrease of 94 million yen, or 2.2%, year on year mainly due to a decrease in sales promotion expenses. The ratio of selling, general and administrative expenses was 23.6%, a decrease of 0.7 percentage points year on year. As a result, operating profit was 3,163 million yen, an increase of 258 million yen, or 8.9%, year on year.
      In addition, as a result of recording finance income of 44 million yen, finance costs of 23 million yen, and gain on sale of investments accounted for using equity method of 1,411 million yen in conjunction with the share transfer of associates accounted for using equity method, profit before tax was 4,595 million yen, an increase of 1,660 million yen, or 56.6%, year on year. Profit attributable to owners of parent was 3,132 million yen, an increase of 1,139 million yen, or 57.1%, year on year.
      In conjunction with the finalization of the provisional accounting treatment for business combinations, the figures for the first six months of the fiscal year ended March 31, 2024 reflect the finalization of the provisional accounting treatment.
  1. Seasonal factors of the second quarter
    The Company and its subsidiaries (the “Group”) owe approximately two-thirds of its revenue to Japanese listed companies. Because roughly 60% of these companies close their books in March, orders for products related to account settlements and shareholders’ meetings peak in the first quarter (from April to June). Consequently, as shown in the table below, revenue during the first quarter accounts for approximately 40% of the year total, while that during the second quarter (from July to September) is limited to 20% or less.
      • 4 -

(Reference) Fiscal year ended March 31, 2024

Q1

Q2

Q3

(Apr.–Jun.)

(Jul.–Sep.)

(Oct.–Dec.)

Revenue

11,800

5,916

6,275

(Millions of yen)

Composition ratio

39.2

19.7

20.8

(%)

Q4

(Jan.–Mar.)

6,126

20.3

Year total

30,117

100.0

  1. Explanation of financial position
    As of September 30, 2024, total assets increased by 3,059 million yen from the previous fiscal year-end to 41,643 million yen. The main components included an increase of 5,217 million yen in cash and cash equivalents, a decrease of 584 million yen in trade and other receivables and a decrease of 974 million yen in investments accounted for using equity method.
    As of September 30, 2024, total liabilities increased by 743 million yen from the previous fiscal year- end to 13,744 million yen. The main components included a decrease of 681 million yen in trade and other payables, an increase of 939 million yen in income taxes payable, and an increase of 840 million yen in contract liabilities.
    Equity totaled 27,899 million yen as of September 30, 2024, an increase of 2,317 million yen from the previous fiscal year-end. The main components included an increase due to the recording of 3,132 million yen in profit attributable to owners of parent, a decrease due to the recording of a loss of 359 million yen in other comprehensive income, and a decrease due to dividends of surplus of 459 million yen. As a result, the ratio of equity attributable to owners of parent to total assets became 66.9%.
  2. Explanation of consolidated earnings forecasts and other forward-lookingstatements
    No changes have been made to the full-year consolidated earnings forecasts announced on May 13, 2024.

- 5 -

2. Condensed semi-annual consolidated financial statements and significant notes thereto

(1) Condensed semi-annual consolidated statement of financial position

(Thousands of yen)

As of March 31, 2024

As of September 30, 2024

Assets

Current assets

Cash and cash equivalents

9,452,342

14,668,996

Trade and other receivables

3,089,873

2,505,540

Other financial assets

1,798,796

1,816,598

Inventories

588,363

589,989

Other current assets

413,977

459,691

Total current assets

15,343,350

20,040,815

Non-current assets

Property, plant and equipment

4,409,753

4,300,598

Right-of-use assets

2,657,411

2,462,553

Goodwill

3,670,999

3,668,095

Intangible assets

4,954,217

4,881,570

Investment property

186,322

186,322

Investments accounted for using equity method

973,599

–

Other financial assets

5,994,443

5,473,601

Deferred tax assets

350,433

582,638

Other non-current assets

43,450

47,021

Total non-current assets

23,240,627

21,602,398

Total assets

38,583,977

41,643,213

- 6 -

(Thousands of yen)

As of March 31, 2024

As of September 30, 2024

Liabilities and equity

Liabilities

Current liabilities

Borrowings

122,085

400,000

Lease liabilities

803,445

776,848

Trade and other payables

1,830,942

1,150,253

Income taxes payable

702,688

1,642,168

Contract liabilities

756,416

1,596,799

Other current liabilities

3,266,666

3,329,051

Total current liabilities

7,482,242

8,895,119

Non-current liabilities

Borrowings

311,470

–

Lease liabilities

1,840,133

1,676,484

Retirement benefit liability

2,648,177

2,591,094

Provisions

219,795

219,997

Other non-current liabilities

499,484

361,174

Total non-current liabilities

5,519,059

4,848,750

Total liabilities

13,001,300

13,743,869

Equity

Share capital

3,058,651

3,058,651

Capital surplus

4,688,104

4,688,104

Treasury shares

(2,269,512)

(2,269,562)

Other components of equity

1,186,563

819,068

Retained earnings

18,871,299

21,552,648

Total equity attributable to owners of parent

25,535,105

27,848,910

Non-controlling interests

47,572

50,435

Total equity

25,582,677

27,899,344

Total liabilities and equity

38,583,977

41,643,213

- 7 -

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