Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
[Cover]
[Document Filed] | Annual Securities Report ("Yukashoken Hokokusho") |
[Applicable Law] | Article 24, Paragraph 1 of the Financial Instruments and Exchange Act of |
Japan | |
[Filed with] | Director-General, Kanto Local Finance Bureau |
[Filing Date] | June 15, 2022 |
[Fiscal Year] | The 12th Fiscal Year (from April 1, 2021 to March 31, 2022) |
[Company Name] | Kabushiki Kaisha MIRAIT Holdings |
[Company Name in English] | MIRAIT Holdings Corporation |
[Title and Name of Representative] | Toshiki Nakayama, President and CEO |
[Address of Head Office] | 5-6-36 Toyosu, Koto-ku, Tokyo |
[Phone No.] | +81-3-6807-3111 |
[Contact Person] | Masakazu Tsukamoto, Director and CFO |
[Contact Address] | 5-6-36 Toyosu, Koto-ku, Tokyo |
[Phone No.] | +81-3-6807-3111 |
[Contact Person] | Masakazu Tsukamoto, Director and CFO |
[Place Where Available for Public Inspection] | Tokyo Stock Exchange, Inc. |
(2-1 Nihonbashi Kabutocho, Chuo-ku, Tokyo) |
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Part 1 Information on the Company
I. Overview of the Company
1. Key Financial Data
- Consolidated financial data, etc.
Fiscal year | 8th | 9th | 10th | 11th | 12th | |
Year ended | March 31, 2018 | March 31, 2019 | March 31, 2020 | March 31, 2021 | March 31, 2022 | |
Net sales | (million | 312,967 | 375,911 | 441,166 | 463,744 | 470,385 |
yen) | ||||||
Ordinary profit | (million | 17,838 | 21,992 | 23,207 | 31,739 | 34,152 |
yen) | ||||||
Profit attributable to owners of | (million | 11,504 | 25,711 | 15,220 | 24,205 | 25,163 |
parent | yen) | |||||
Comprehensive income | (million | 14,241 | 23,118 | 17,156 | 25,138 | 25,469 |
yen) | ||||||
Net assets | (million | 140,744 | 199,559 | 218,710 | 231,323 | 249,237 |
yen) | ||||||
Total assets | (million | 234,489 | 331,462 | 352,134 | 358,751 | 432,683 |
yen) | ||||||
Net assets per share | (yen) | 1,733.14 | 1,933.82 | 2,006.42 | 2,232.25 | 2,446.54 |
Net income per share | (yen) | 145.41 | 295.34 | 149.93 | 229.59 | 250.84 |
Diluted net income per share | (yen) | 126.05 | 259.19 | - | - | - |
Equity ratio | (%) | 58.5 | 59.3 | 61.2 | 63.1 | 56.0 |
Return on equity | (%) | 8.8 | 15.4 | 7.4 | 11.0 | 10.7 |
Price-earnings ratio | (times) | 11.66 | 6.39 | 9.50 | 7.66 | 7.67 |
Net cash provided by (used in) | (million | 12,562 | 6,491 | 7,936 | 41,602 | 12,972 |
operating activities | yen) | |||||
Net cash provided by (used in) | (million | (10,021) | (13,523) | (9,176) | 1,869 | (46,204) |
investing activities | yen) | |||||
Net cash provided by (used in) | (million | (3,686) | (1,928) | (2,814) | (32,200) | 38,395 |
financing activities | yen) | |||||
Cash and cash equivalents at | (million | 32,218 | 35,657 | 31,632 | 42,851 | 48,901 |
end of period | yen) | |||||
Number of employees | 9,010 | 12,361 | 12,580 | 12,882 | 14,006 | |
[separately, average number of | (persons) | [1,540] | [2,586] | [2,624] | [2,439] | [2,291] |
temporary employees] | ||||||
Notes: 1 The amounts of diluted net income per share for the 10th, 11th, and 12th fiscal years are not stated because there are no dilutive shares outstanding.
- The Company has introduced the "Board Benefit Trust" performance-linkedstock-based remuneration system since the 7th fiscal year for directors and executive officers of the Company and its subsidiaries (excluding outside directors and non-executive directors; hereinafter collectively referred to as the "Group's Officers"). The Company's shares held by the Board Benefit Trust are recorded as treasury shares in the consolidated financial statements. In calculating net assets per share, the number of shares held by the Board Benefit Trust is deducted from the total number of shares issued at the end of the fiscal year. Additionally, the number of shares held by the Board Benefit Trust is deducted from the average number of shares of common stock outstanding during the period used in calculating net income per share and diluted net income per share.
- The Company has adopted the "Accounting Standard for Revenue Recognition" (ASBJ Statement No. 29 dated March 31, 2020) and other relevant standards from the beginning of the 12th fiscal year. Key financial data, etc. for the 12th fiscal year is presented after the application of such accounting standards.
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(2) Financial data, etc. of reporting company (Non-consolidated)
Fiscal year | 8th | 9th | 10th | 11th | 12th | |
Year ended | March 31, 2018 | March 31, 2019 | March 31, 2020 | March 31, 2021 | March 31, 2022 | |
Net sales | (million | 4,198 | 6,118 | 8,545 | 13,928 | 16,652 |
yen) | ||||||
Ordinary profit | (million | 2,627 | 4,515 | 6,871 | 12,307 | 14,425 |
yen) | ||||||
Profit | (million | 2,587 | 4,461 | 8,091 | 12,278 | 14,402 |
yen) | ||||||
Share capital | (million | 7,000 | 7,000 | 7,000 | 7,000 | 7,000 |
yen) | ||||||
Total number of issued shares | (shares) | 85,381,866 | 108,325,329 | 108,325,329 | 108,325,329 | 108,325,329 |
Net assets | (million | 63,043 | 111,522 | 113,727 | 111,920 | 116,565 |
yen) | ||||||
Total assets | (million | 106,886 | 163,362 | 166,240 | 166,364 | 237,063 |
yen) | ||||||
Net assets per share | (yen) | 796.05 | 1,048.49 | 1,059.24 | 1,103.56 | 1,177.85 |
Dividends per share | 35 | 40 | 40 | 45 | 55 | |
[Of which, interim dividends per | (yen) | [15] | [20] | [20] | [22] | [25] |
share] | ||||||
Net income per share | (yen) | 32.71 | 50.43 | 78.84 | 116.46 | 143.57 |
Diluted net income per share | (yen) | 28.26 | 44.25 | - | - | - |
Equity ratio | (%) | 59.0 | 68.3 | 68.4 | 67.3 | 49.2 |
Return on equity | (%) | 4.1 | 5.1 | 7.2 | 10.9 | 12.6 |
Price-earnings ratio | (times) | 51.84 | 38.55 | 17.87 | 15.09 | 13.39 |
Payout ratio | (%) | 107.0 | 79.3 | 50.7 | 38.6 | 38.3 |
Number of employees | (persons) | 102 | 102 | 100 | 106 | 110 |
Total shareholder return | 158.2 | 154.8 | 133.8 | 181.8 | 198.0 | |
[Benchmark: TOPIX Total Return | (%) | |||||
[115.9] | [110.0] | [99.6] | [141.5] | [144.3] | ||
Index] | ||||||
Highest share price | (yen) | 1,760 | 1,988 | 1,779 | 1,913 | 2,403 |
Lowest share price | (yen) | 1,040 | 1,475 | 1,129 | 1,173 | 1,719 |
Notes: 1 The amounts of diluted net income per share for the 10th, 11th, and 12th fiscal years are not stated because there are no dilutive shares outstanding.
- The Company has introduced the "Board Benefit Trust" performance-linkedstock-based remuneration system since the 7th fiscal year for the Group's Officers. The Company's shares held by the Board Benefit Trust are recorded as treasury shares in the financial statements. In calculating net assets per share, the number of shares held by the Board Benefit Trust is deducted from the total number of shares issued at the end of the fiscal year. Additionally, the number of shares held by the Board Benefit Trust is deducted from the average number of shares of common stock outstanding during the period used in calculating net income per share and diluted net income per share.
- The highest and lowest share prices are quoted prices on the First Section of the Tokyo Stock Exchange.
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2. History
MIRAIT Holdings Corporation (hereinafter the "Company") was established in October 2010 as a joint holding company through a share transfer among Daimei Telecom Engineering Corporation (hereinafter "Daimei"), Commuture Corporation (hereinafter "Commuture"), and TODENTSU Corporation (hereinafter "TODENTSU"), which were engaged in telecommunications facility work and other businesses.
The history of the corporate group is as follows.
Month and year | Event |
November 2009 | Daimei, Commuture, and TODENTSU (hereinafter collectively the "Three Companies") executed a |
memorandum of understanding on business integration through the establishment of a joint holding company | |
(share transfer). | |
May 2010 | The Three Companies agreed to jointly establish a holding company through a share transfer, subject to |
approval at their respective ordinary general meetings of shareholders and other conditions. A share transfer | |
plan was prepared and a business integration agreement was executed. | |
June 2010 | At the Three Companies' respective ordinary general meetings of shareholders, it was approved and resolved |
that the Three Companies would jointly establish the Company by means of a share transfer and that the Three | |
Companies would become wholly owned subsidiaries of the Company. | |
October 2010 | The Three Companies established the Company by means of a share transfer. |
The Company's common shares were listed on the First Section of Tokyo Stock Exchange, Inc. and Osaka | |
Securities Exchange, Inc. | |
January 2012 | TODENTSU acquired shares of Nissetsu Co., Ltd. and made it a consolidated subsidiary. |
October 2012 | Daimei merged with TODENTSU and changed its trade name to MIRAIT Corporation. |
Commuture changed its trade name to MIRAIT Technologies Corporation. | |
October 2013 | Daimei Next Co., Ltd., Todentsu Technos Corp., and Renat Tokyo Corp. were merged, which subsequently |
changed its trade name to M's Frontier Co., Ltd. | |
Renat Kansai Co., Ltd., Daimei Engineering Corp., and Todentsu Engineering West Japan Corp. were merged, | |
which subsequently changed its trade name to AST_ENG CORP. | |
July 2014 | MIRAIT Technologies Corporation acquired shares of CCTS Telecommunications Construction Pty. Limited |
(currently MIRAIT Technologies Australia Pty. Limited) in Australia and made it a consolidated subsidiary. | |
October 2015 | IP TECHNO SERVICE CORP. changed its trade name to MIRAIT-X Corporation due to the contribution of |
capital by ORIX Corporation. | |
June 2016 | Mirait Singapore Pte. Ltd. acquired shares of Lantrovision(S)Ltd, a Singapore-based company, and made it a |
consolidated subsidiary. | |
December 2016 | The Company issued yen-denominated convertible bond-type bonds with share acquisition rights subject to call |
due 2021 (totaling 16.5 billion yen). | |
June 2017 | Lantrovision(S)Ltd merged by absorption with Mirait Singapore Pte. Ltd. |
October 2018 | The Company conducted business integration with TTK Co., Ltd. through a share exchange and acquired TTK |
Co., Ltd. and its eight consolidated subsidiaries as consolidated subsidiaries. | |
January 2019 | The Company conducted business integration with SOLCOM Co., Ltd. through a share exchange and acquired |
SOLCOM Co., Ltd. and its seven consolidated subsidiaries as consolidated subsidiaries. | |
The Company conducted business integration with Shikokutsuken Co., Ltd. through a share exchange and | |
acquired Shikokutsuken Co., Ltd. and its consolidated subsidiary as consolidated subsidiaries. | |
December 2019 | The Company redeemed in advance all the yen-denominated convertible bond-type bonds with share |
acquisition rights subject to call due 2021 issued in December 2016. | |
March 2020 | Lantrovision(S)Ltd acquired shares of YL Integrated Pte Ltd and made it a consolidated subsidiary. |
June 2020 | Lantrovision(S)Ltd acquired shares of Shanghai Changling Communication Equipment Co., Ltd. and made it a |
consolidated subsidiary. | |
March 2022 | The Company acquired shares of Seibu Construction Co., Ltd. and made it a consolidated subsidiary. |
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3. Description of Business
The MIRAIT Group (hereinafter the "Group") comprises the Company as the holding company, and 79 consolidated subsidiaries including MIRAIT Corporation, MIRAIT Technologies Corporation, Lantrovision(S)Ltd, TTK Co., Ltd., SOLCOM Co., Ltd, Shikokutsuken Co., Ltd., and Seibu Construction Co., Ltd. Under the guidance of the Company as the holding company, each group of reportable segments aims to be a trusted "Comprehensive Engineering and Services Company," and is mainly engaged in telecommunications engineering work, such as NTT business, multi-carrier business, environmental and social innovation business, and ICT solutions business. The Company falls under the category of specified listed company, etc. under the insider trading regulations. Thus, the criteria for determining the insignificance of material facts relative to the size of the Company with respect to insider trading regulations are decided based on the figures on a consolidated basis.
The Group's operational structure is as follows.
(As of March 31, 2022)
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MIRAIT Holdings Corporation published this content on 22 September 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 September 2022 07:59:05 UTC.