Ordinary General Meeting of Shareholders for the 13th ...€¦ · Per-share dividend ¥500 ¥600...

Copyright © 2013 by Link and Motivation Group All rights reserved.

Link and Motivation Inc.

Ordinary General Meeting of

Shareholders for the 13th Period

(Fiscal Year Ended December 31, 2012)


Opening Remarks

Yoshihisa Ozasa

Chairman and Representative Director

1


Report on Number of Voting Rights

Yoshihisa Ozasa


2


1. Auditors’ Report

2. Financial Statements Report

3. Explanation of Business Plan/Growth Strategy

4. Explanation of Proposals

5. Questions and Answers

6. Voting on Proposals

7. Closing Remarks

Agenda

◆ Introduction of Directors

3


Auditors’ Report

Yutaka Honda

Full-time Auditor

4


Financial Statements Report

Yoshihisa Ozasa


5

Announcement of Results

for 2012

6


Statements of Operations (Year-on-year Comparison)

● With the expansion of business fields, net sales and operating income increased

substantially compared with the previous year.

● Due to prior investments, operating income and ordinary income fell short of the plan,

but net sales and net income were as expected.

Consolidated (¥ million） 2011 Results 2012 Plan 2012 Results Results vs.

Plan YoY Change

Net Sales 10,507 18,600 18,705 +0.6% +78.0%

Operating

Income 812 1,260 1,149 -8.8% +41.5%

Ordinary

Income 810 1,220 1,133 -7.1% +39.8%

Net Income 596 700 708 +1.2% +18.7%


2012 Link and Motivation Group Operating Structure


● The Consumer Division and the Business Division both exceeded the plan and results in the

previous year due to the integration of Sales Marketing Co., Ltd. (Feb. 2012: Business Division)

and Aviva Co., Ltd. (Jun. 2011: Consumer Division), in addition to growth in existing businesses.

Sales and Gross Profit by Division Vs. Same Period of Previous Year

Consolidated (¥ million） [Gross profit in brackets]

2011 Results 2012 Plan 2012 Results Results vs.

Plan YoY Change

Business

Division

Net Sales 6,305 12,200 12,317 +1.0% +95.3%

Gross

Profit [3,547] - [5,033] - [+41.9%]

Consumer Division

Net Sales 4,352 6,850 6,852 +0.0% +57.4%

Gross

Profit [1,586] - [2,428] - [+53.1%]

9


Business Division: Sales and Gross Profit Vs. Same Period of Previous Year

① Personnel System & Education Support increased substantially year on year due to strong sales

of education training services and consulting services.

② In Recruiting Support, sales increased as student recruitment services expanded as planned.

③ IR & SR Support decreased year on year due to the transfer of human resources to other fields.

④ Sales & Marketing Support expanded with the integration of Sales Marketing Co., Ltd. (Feb. 2012).

Consolidated (¥ million） [Gross profit in brackets]

2011 Results 2012 Plan YoY Change Product Trends

①Personnel System &

Education Support (MM)

2,645 3,200 +21.0% Education training

services↑

[1,485] [2,000] [+34.6%] Consulting services ↑

②Recruiting Support (EM) 2,322 2,548 +9.7%

Student recruitment

services↑

[1,528] [1,528] [+0.0%] Employment training

services↑

③IR & SR Support (IR) 696 619 -11.0% Annual reports↑

[343] [319] [-6.7%] Video distribution↓

④Sales & Marketing

Support (CM)

0 5,948 - Fashion temp staffing

[0] [1,184] - Communications/

electronics temp staffing


Consolidated (¥ million）

[Gross profit in brackets] 2011 Results 2012 Results YoY Change Product Trends

①・② Schools

Preparatory Schools

3,722 6,209 +66.8% Personal computer

courses↑

[1,398] [2,228] [+59.3%] Qualification courses↑

③・④ Sports

Restaurant

630 642 +1.9% Sponsor revenues↑

[187] [199] [+6.6%] Income from goods↓

Consumer Division: Sales and Gross Profit Vs. Same Period of Previous Year

① Schools contributed significantly to consolidated earnings due to increases from the

integration of Aviva (Jun. 2011), new student enrollment and higher sales of courses for qualifications.

② Preparatory Schools results increased year on year with steady growth in enrollment.

③ For Sports, gross profit increased year on year due to growth in high-profit-margin

sponsorship income.

11


Balance Sheets

Consolidated (¥ million) Dec. 31, 2011 Dec. 31, 2012 YoY Change

Current Assets 4,780 5,454 +674

Property and Equipment 3,699 4,848 +1,149

Total Assets 8,479 10,303 +1,823

Current Liabilities 3,819 4,553 +734

Long-term Liabilities 1,488 2,501 +1,013

Net Assets 3,172 3,248 +75

Total Liabilities and Net Assets 8,479 10,303 +1,823

● Substantial increases in assets and liabilities due to the integration of Sales Marketing Co., Ltd.

● Increase in net assets as the increase in net income offset decreases from payment of dividends

and stock repurchase.

12


● 2012 Fourth-quarter Dividend

・As initially planned, a ¥300 per-share dividend, with a

planned payment date of March 25, 2013

2012 Fourth-quarter Dividend

1Q Actual 2Q Actual 3Q Actual 4Q Planned

Per-share dividend ¥500 ¥600

(dividend increase)

¥300 (reflects free stock

distribution)

¥300 (reflects free stock

distribution)

● Dividend Policy for 2012

・ Dividends paid quarterly

・ Fixed dividend of ¥300 for each quarter, ¥1,200 annually

Note: Free stock distribution and dividend increase with a record date of June 30, 2012

13


Please refer to pages 35 – 44 of the

Notice of the General Meeting of

Shareholders for this information.

Non-consolidated Financial Statements

14


Matters to Be Reported for 2013


Matters to Be Reported for 2013

Change in Structure

for Directors

Addition of Daiei Education System

to the Group

Change in

Largest Shareholder

・Chairman and Representative Director

Yoshihisa Ozasa

・President and Representative Director

Hideki Sakashita

・ Acquisition of 100% of equity of

Daiei Education System Co., Ltd.

・ Transfer of Company shares from Chairman

and Representative Director Yoshihisa Ozasa

to PHENIX CO., LTD.

16


Plan for 2013


Consolidated (¥ million) 2012 Results 2013 Plan YoY Change

Net Sales 18,705 23,300 +24.6%

Operating Income 1,149 1,470 +27.9%

Ordinary Income 1,133 1,430 +26.1%

Net Income 708 770 +8.7%

Statements of Operations (Forecast of Full-year Consolidated Results)

● Substantial year-on-year increases planned for net sales and

each level of income

● Plan to reach record highs for operating income and ordinary income

18


Net Sales (Forecast of Full-year Results by Segment)

Substantial year-on-year increases expected in both the Business

Division and the Consumer Division


Business Division Net Sales 12,317 15,000 +21.8%

Consumer Division Net Sales 6,852 9,000 +31.3%

19


Net Sales (Forecast of Full-year Results: Business Division)

Forecast for substantial year-on-year growth in fields ①, ② and ③ as

corporate investment in human resources recovers and the need

for temp staff increases

Consolidated (¥ million） 2012 Results 2013 Plan YoY Change

① Personnel System & Education

Support (MM) 3,200 3,750 +17.2%

② Recruiting Support (EM) 2,548 3,100 +21.7%

③ Sales & Marketing Support (CM) 5,948 7,500 +26.1%

④ IR & SR Support (IR) 619 650 +5.0%

20


Net Sales (Full-year Forecast: Consumer Division)

Substantial growth forecast in the academy-related field due to the

integration of Daiei Education System and steady growth of Aviva’s

qualification support service


Academy-related

(Schools/Preparatory Schools) 6,209 8,300 +33.7%

Entertainment-related

(Sports/Restaurant) 642 700 +8.9%

21


● Dividends paid quarterly

● Fixed dividend of ¥300 for each

quarter, ¥1,200 annually

2013 Dividend Policy

22


Strategies for Future Growth



24




Academy-related

Business-related

25


① Business-related

Key Message: Motivation Company

Support for building and strengthening

relationships with all stakeholders

Corporation

Personnel System & Education Support

(for employees)

Investor and Stakeholder Relations Support

(for investors) Recruiting Support

(for job applicants)

Sales & Marketing Support

(for customers)

Motivation Management

Investor Relations Entry Management

Customer Management

26


i-Company

Support at 461 bases nationwide for more than 60,000 people annually

Junior/Senior

High School Students

(Preparatory schools)

University Students

(Support for finding

employment)

Adults

(Career school)

② Academy-related

Key Message:

Support for human resources in independently building their careers

Note: Includes franchise bases

27


Quality of Life

Link Tochigi BREX

No. 1 in Japan 3 years

after establishment

Link Dining

Italian restaurant in Ginza

③ Entertainment-related

Key Message:

28




Academy-related

Business-related

30


Points for Future Strengthening

Strengthen cooperation among Group companies

Promote penetration of brand standardization

Aggressively enhance functions (including M&A)

(1)

(2)

(3)

31






(1)

(2)

(3)

32


Development Example ① Business Division: Recruiting Support

Link-i Inc. (Formerly Raise-i Inc.)

●Approx. 33,000 registered students

Overwhelming number of contacts

Aggressively develop a service that directly links companies and

students while training independent students

In addition to recruiting,

an introduction service

for new graduates

started at the end of

2012

Provide opportunities

to develop a career

Assemble students and help them grow Send students to companies

● Grasp of diverse staffing needs, from major corporations to venture companies, through the Business Division’s customer contacts with approx. 2,300 companies

Link and Motivation Inc. ×

33


Development Example ② Consumer Division: Academy-related

January 1, 2013: Acquisition of 100% of equity of Daiei Education System

Features

●Support for obtaining diverse qualifications/skills

●A proven track record

Accounting (bookkeeping, tax accounting, CPA, etc.)

Business (financial planner, securities broker, etc.)

Legal (social insurance and labor consultant, notary

public, judicial scrivener, etc.)

Real estate (broker, condominium manager, etc.)

Public employee exams, medical office work, data

processing, interior designer and others

●A teaching style that makes learning easy

Able to offer the most appropriate teaching style,

including individual instruction, classroom instruction

and correspondence courses

Over 12,000 certifications obtained each year

Company Overview

Name: Daiei Education System Co., Ltd.

Representative: Yasuo Sato

Established: 1972

Annual sales: ¥2,245 million (2012)

Business: Qualification school business

Correspondence course business

Employees: 203 (as of January 1, 2013)

Head office: Osaka

Locations: 171 schools throughout Japan (as

of January 1, 2013), of which 29

are directly operated

34


Development Example ② Consumer Division: Schools

Daiei Education System’s directly

managed schools

Aviva’s directly managed schools

(29 locations)

(115 locations)

35


Development Example ② Consumer Division: Schools

×

Transfer Daiei’s

PC division to Aviva

Optimize the operation of

schools and services

Raise efficiency with

joint promotion

・Increase sales per customer by

consolidating overlapping divisions

at Aviva

・ Cut costs by opening joint outlets

・ Aviva will proactively offer “Daiei

on demand” contents for areas not

covered by Daiei

・ Cut costs by combining purchasing

・ Raise efficiency by sharing know-how

36






(1)

(2)

(3)

37



Academy-related Business-related

Current Group Brands

38


Consulting on organizations and human resources


Human resources services to support sales and marketing

Sales Marketing Co., Ltd.

Event planning and management

Link Event Produce Inc.

Production of creative tools

Link Corporate Communications Inc.

Education and training support for global expansion

INTEC JAPAN

Recruiting/introduction of new graduates/mid-career employees

Raise-i Inc.

① Personnel

System

& Education

Support

② Recruiting

Support

④ IR & SR

Support

③ Sales &

Marketing

Support

Current Business Brands

39


Foster an integrated

Group image More efficient

brand investment

Strengthen business cooperation

under an integrated “Link” brand

Business Brands Going Forward

40


① Personnel

System

& Education

Support

② Recruiting

Support

④ IR & SR

Support

③ Sales &

Marketing

Support

Consulting on organizations and human resources


Human resources services to support sales and marketing

Link Marketing Inc.

Event planning and management

Link Event Produce Inc.

Production of creative tools

Link Corporate Communications Inc.

Education and training support for global expansion

Link Global Solution Inc.

Recruiting/introduction of new graduates/mid-career employees

Link-i Inc.

From April 1, 2013

Business Brands Going Forward

41


Current Group Brands


Academy-related Business-related

42


Planned establishment of

a new category brand for schools

(Tentative

name)

Academy-related Brand Going Forward

43






(1)

(2)

(3)

44


Business-related Function Map

Provide solutions for all stakeholders For employees (Personnel System

& Education Support)

For job applicants (Recruiting Support)

For customers (Sales & Marketing

Support)

For investors (IR & SR Support)

Consulting

Personnel recruiting/

Temp staffing/

Introduction

Diagnostic

research

Media

production

Event

management

Outsourcing 45


Business-related Function Map

Provide solutions for all stakeholders For employees (Personnel System

& Education Support)

For job applicants (Recruiting Support)

For customers (Sales & Marketing

Support)

For investors (IR & SR Support)

Consulting

Personnel recruiting/

Temp staffing/

Introduction

Diagnostic

research

Media

production

Event

management

Outsourcing

New graduate

introduction

Company

newsletter

production

PR events

Call center

46


Elementary/

Junior High/


University

Students Adults

PC

skills

Languages

Qualifications

Portable

skills

i-Company support for every life stage

Consumer-related Function Map

Link-i Inc.

47

http://www.m-academia.co.jp/index.html


i-Company support for every life stage

Consumer-related Function Map

Elementary/

Junior High/


University

Students Adults

PC

skills

Languages

Qualifications

Portable

skills Link-i Inc.

48

http://www.m-academia.co.jp/index.html






(1)

(2)

(3)

49


Explanation of Proposals

Yoshihisa Ozasa


50


Proposal 1: Election of Four Directors

Director Candidates

Yoshihisa Ozasa Chairman and Representative

Director

Hideki Sakashita President and Representative

Director

Akira Suguro Manager of R&D Division

Shunichi Ohno Manager of Corporate Design Division

Note: Planned positions upon taking office

51


Article 11. Convener and

Chairperson 1. The meeting of the general

shareholders shall be convened and

presided over by the President,

except as otherwise provided by laws

and regulations.

2. In the event that the President is

unable to fulfill his/her duties due to

an accident, a different director shall

convene and preside over the

meeting of the general shareholders

in an order predetermined by the

Board of Directors.

Proposal 2: Partial Amendment of Articles of Incorporation




presided over by a director

predetermined by the Board of

Directors, except as otherwise

provided by laws and regulations.

2. In the event that the above-

mentioned director is unable to fulfill

his/her duties due to an accident, a

different director shall convene and

preside over the meeting of the

general shareholders in an order


Directors.

Before Amendment After Amendment

52


Voting on Proposals

54


Proposal 1: Election of Four Directors

Director Candidates

Yoshihisa Ozasa Chairman and Representative

Director

Hideki Sakashita President and Representative

Director

Akira Suguro Manager of R&D Division

Shunichi Ohno Manager of Corporate Design Division

Note: Planned positions upon taking office

55





presided over by the President,

except as otherwise provided by laws

and regulations.

2. In the event that the President is

unable to fulfill his/her duties due to

an accident, a different director shall

convene and preside over the

meeting of the general shareholders

in an order predetermined by the

Board of Directors.

Proposal 2: Partial Amendment of Articles of Incorporation




presided over by a director


Directors, except as otherwise

provided by laws and regulations.

2. In the event that the above-

mentioned director is unable to fulfill

his/her duties due to an accident, a

different director shall convene and

preside over the meeting of the

general shareholders in an order


Directors.

Before Amendment After Amendment

56


Closing Remarks

57


Introduction of

Elected Officers

Ordinary General Meeting of Shareholders for the 13th ...€¦ · Per-share dividend ¥500 ¥600...

Documents

Transcript of Ordinary General Meeting of Shareholders for the 13th ...€¦ · Per-share dividend ¥500 ¥600...