Poletowin Pitcrew Holdings, Inc. · 2013. 8. 23. · 3 Message from the President ・Achieved...

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Poletowin Pitcrew Holdings, Inc.

Annual Review 2013 For the Year Ended January 31, 2013

◆Corporate Philosophy ・Create Customer Value: All that a person is capable of, all that a technology is capable of

◆Vision

・Global Excellence: From foremost in Japan to foremost in the world

・Create Added Value: Provide services maximizing proprietary systems

and all that a person is capable of

◆Company Profile

Poletowin Pitcrew Holdings, Inc. was formed in February 2009 as the holding company of Pole To Win

Co., Ltd. (PTW), which had been founded in 1994 as Japan’s first independent testing outsourcee, and

PITCREW CO., LTD., which had been founded in 2000 as the industry’s first Internet monitoring

specialist company. Poletowin Pitcrew Holdings, listed on the First Section of the Tokyo Stock

Exchange, had 17 consolidated subsidiaries as of July 2013.

The Group provides various support services guided by the corporate philosophy of “Create

Customer Value”. The Group’s mission is to make effective use of high-quality systems, yet ultimately

rely on human capabilities to perform checks, in contributing to the business growth of client

companies.

The Group consists of two main businesses: A “Testing/Verification & Evaluation Business” that

carries out defect detection (finding bugs) in support of improvement in product quality of software and

hardware, and an “Internet Monitoring Business” that supports healthy development of the Internet by

detecting any fraudulent activity, as well as any illegal or harmful information, that may be embedded in

a variety of content.

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◆Consolidated Financial Highlights

(Millions of yen) FY2010/1 FY2011/1 FY2012/1 FY2013/1

Net sales 6,450 6,865 8,364 10,866

Operating income 482 770 1,275 1,835

Ordinary income 524 769 1,280 1,885

Net income 217 381 651 932

Comprehensive income －－ 652 930

Net assets 2,103 2,479 4,353 6,154

Total assets 2,941 3,535 5,415 7,866

Net assets per share (¥) 11,631.92 13,710.07 511.44 649.69

Net income per share (¥) 1,202.16 2,111.19 86.01 106.69

Diluted net income per share (¥) －－ 82.56 103.72

Equity ratio (%) 71.5 70.1 80.4 78.2

Return on equity (ROE) (%) 10.9 16.7 19.1 17.7

P/E multiple －－ 14.5 15.3

Cash flows from operating activities 257 612 803 1,199

Cash flows from investing activities 146 (114) (119) (1,561)

Cash flows from financing activities (34) (55) 1,014 848

Cash and cash equivalents at end of period 1,586 2,018 3,712 4,199

Number of employees (persons) 343 336 341 562 Notes: 1. Net sales exclude consumption and other taxes. 2. As the holding company was established on February 2, 2009, the first term was the 11 months and 27 days that began on February 2,

2009 and ended January 31, 2010. 3. Diluted net income per share for the 1st term ended January 31, 2010 was omitted on account of there were no latent shares at the time.

Diluted net income per share for the 2nd term ended January 31, 2011 was omitted as the Company stock was unlisted at the time and average market capitalization of the balance of stock options during the period was unavailable as a result.

4. P/E multiples for the 1st and 2nd term were omitted as the Company stock was unlisted at the time. 5. The Company conducted a stock split on July 13, 2011 at a ratio of 20 shares of common stock for each one share of common stock. 6. Starting with the consolidated fiscal year ended January 31, 2013, the Company has applied the Accounting Standard for Earnings Per

Share (Accounting Standards Board of Japan (ASBJ) Statement No. 2, announced June 30, 2010), Guidance on Accounting Standard for Earnings Per Share (ASBJ Guidance No. 4, announced June 30, 2010) and Practical Solution on Accounting for Earnings Per Share (ASBJ PITF No. 9, announced June 30, 2010). The Company conducted a stock split in the year ended January 31, 2013 at a ratio of two shares of common stock for each one share of common stock. However, the figures for net assets per share, net income per share and diluted net income per share were calculated on the assumption that this stock split was conducted at the beginning of the year ended January 31, 2012.

Forward-looking statements:

Earnings forecasts in this Annual Review are based on information currently available to the Company and on certain assumptions deemed to

be reasonable. These statements do not guarantee that the Company will achieve its earnings forecasts. In addition, actual business and other

results may differ substantially due to various factors.

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◆Message from the President

・Achieved another record-high sales and earnings

・Net sales: +29.9% YoY, Operating income: +43.9% YoY

・Bolster investments in personnel, business bases and equipment,

and expand transactions with overseas companies

・Establish business platform to achieve sustainable longer-term growth

Poletowin Pitcrew Holdings, Inc. was formed

in February 2009 as the holding company to

Pole To Win Co., Ltd. (PTW), an independent

testing specialist, and PITCREW CO., LTD.

(PITCREW), an outsourcee of Internet

monitoring services.

The Company listed on the Tokyo Stock

Exchange (TSE) Mothers market on October

26, 2011 and transferred to the TSE First

Section approximately one year later, on

November 6, 2012.

PTW was founded in 1994 as Japan’s first

testing outsourcee for hardware and software

defect detection (finding bugs). Today, we

provide defect detection support to enhance the

quality of around 40% of all game titles sold in

Japan. Besides expanding in Japan, we have also led our competitors in the sector in strengthening

services provided locally in overseas markets. We set up Pole To Win America, Inc. (PTWA) as a

U.S. subsidiary in 2009. The pace of our overseas business development has accelerated with the

acquisition of local companies overseas and the establishment of PTWA branch offices. As of July

2013, PTW had expanded overseas to eight bases in five countries. We are continuing to develop

our global operations in the markets of North America, Europe and Asia, based on worldwide

collaboration between PTW sites, increasing business transactions with local companies overseas,

and supporting the overseas expansion of Japanese clients.

Naoto Konishi, President

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PITCREW was established in 2000 as the first specialized Internet monitoring company in Japan.

Operations include monitoring online postings, services investigating and monitoring underground

on-line message boards circulating among schools, the review of Internet advertising, measures

against the illegal use of e-commerce, and Web watchdog services for government administrative

organs and industry groups. We have developed solution services that remain compatible with the

cutting edge of IT services, which have continued evolving on a daily basis. In July 2010, we set up

Portside CO., LTD. to develop systems for detecting unauthorized Internet access, including

monitoring systems that use image recognition engines. Combining these systems with manned

monitoring services supplied by PITCREW, we aim to raise the precision of our efficient Internet

monitoring services.

Recent growth in the number of companies entering the e-commerce field has increased demand

for services such as investigations into online rights infringements and advertising reviews. Service

demand is also growing rapidly in areas such as user and operational support for social games.

Based on collaboration between Group companies, we aim to cater to all of these needs by

integrating defect detection (finding bugs), localization, Internet monitoring and user support

services so that we can offer a one-stop, full-service platform.

Our mission as a Group is to integrate “higher-quality systems” with “all that a person is capable

of.” Our clients appreciate this philosophy, and we have continued to achieve solid growth as a

result.

Looking forward, we are focused on expanding the scope of our business and further globalizing

our operations by extracting greater Group synergies around the world. Acting in partnership with

our clients, we will continue to do our utmost to provide support services that deliver the ultimate in

convenience.

We ask for the continued support and understanding of our stakeholders.

Naoto Konishi

President

Poletowin Pitcrew Holdings, Inc.

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◆Group Business Overview

During the year under review, the Japanese economy showed signs of a gradual recovery as a result

of the reconstruction demand from the Great East Japan Earthquake. Nonetheless, the outlook for

Japan remains uncertain owing to an economic slowdown overseas in line with Europe's fiscal and

monetary instability and foreign exchange fluctuations.

It was against this economic backdrop that the home video game hardware and software market

in Japan - a market integral to the Group's core Testing/Verification & Evaluation Business -

declined a modest yet mostly unchanged 1.1% year on year to ¥449.1 billion in 2012, according to

research by ENTERBRAIN, INC. This market was underpinned by the release of the Wii U console

by Nintendo Co., Ltd. in December 2012, and sales that were again favorable for the Nintendo 3DS

LL platform and compatible software. Research by Yano Research Institute Ltd. found that the

market size of social games in Japan grew 37% year on year to ¥387.0 billion in the fiscal year

ended March 31, 2013, and is projected to grow 10% to ¥425.6 billion in the fiscal year ending

March 31, 2014. Yano Research expects this market to slow down yet expand steadily. Looking

ahead, as the use of smartphones (highly-functional mobile phones) increases, more advanced

applications and social games (richer contents) are expected to emerge. At the same time, the

market is expected to expand and diversify as social game operators aggressively develop business

around the world, with more players entering the market. Furthermore, synergies between home

video games and social games should lead to the overall growth of the game market.

In Internet business markets integral to the Internet Monitoring Business, Internet usage has

intensified amid the spread of smartphones and tablets, boosting demand for the monitoring of

postings and user support to ensure that Internet usage is secure and safe for all. In the e-commerce

market, there are growing needs for handling the review of Internet advertising, merchandise checks,

infringement investigations, and inquiries. In mobile applications and social games, primarily for

smartphones, frequent post-release updates and user assistance have become essential, making

ongoing defect detection (finding bugs) and user support more important.

The Group is securing more orders for services requiring human input as corporate customer

businesses diversify and expand overseas and as various tasks emerge from business processes

becoming more advanced and sophisticated. At the same time, Group companies are collaborating

more with each other to deliver fully-fledged, one-stop services, soliciting orders in Japan and

overseas for defect detection (finding bugs) of home video game software, amusement equipment,

and of fast-growing smartphone applications and social games, as well as user support.

During the year under review, we consolidated the marketing and administrative units of key

business companies in February 2012 to integrate Group management, and endeavored to

President, Naoto Konishi

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streamline communication between Group companies. At the same time, we pushed ahead with

supplying fully-fledged, one-stop services through collaboration between Group companies in such

areas as finding bugs, localization, Internet monitoring, and user support. We acquired companies

overseas, with four of them becoming subsidiaries and our overseas network expanding to eight

bases. We also expanded business with local companies internationally and put in place our

business foundations for supporting the global expansions of Japanese enterprises.

As a result, consolidated net sales for the year ended January 2013 were ¥10,866 million (up

29.9% year on year), operating income was ¥1,835 million (up 43.9%), ordinary income was ¥1,885

million (up 47.2%) and net income was ¥932 million (up 43.0%).

Major Group Companies

・Pole To Win Co., Ltd.

・PITCREW CO., LTD.

・Portside CO., LTD.

・Pacer CO., Ltd.

・SHENFA SOFTWARE (Local subsidiary in China)

・Pole To Win America, Inc. (Local subsidiary in the U.S.)

・Pole To Win Europe Ltd. (Local subsidiary in the U.K.)

・Pole To Win India Private Limited (Local subsidiary in India)

・Pole To Win Asia Pte. Ltd. (Local subsidiary in Singapore)

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◆Overview of Segment Business Performance

Testing/Verification & Evaluation Business

In this business, leading makers of amusement equipment (pachinko and pachinko slot machines)

continued to actively develop new models. The amusement equipment defect detection business of

Pole To Win Co., Ltd. performed solidly. In game defect detection, the rapid popularization of

smartphones drove advances in applications and social games, and an increase in the number of

titles. This boosted orders for finding bugs in mobile content. Video game makers are developing

software for their new platforms, and this led to strong order intake testing for defects in home

video game software. Overseas, we have integrated the businesses of subsidiaries we acquired with

those of existing bases. We have expanded business with local companies overseas, and support

global business development by Japanese companies. As a result of these efforts, the

Testing/Verification & Evaluation Business saw sales increase 38.8% year on year to ¥8,348 million.

Operating income rose 50.2% to ¥1,751 million.

Internet Monitoring Business

In this business, work reviewing Internet advertising has expanded owing to dot.com companies,

newspapers, retailers, and other players entering e-commerce in such areas as e-books and online

sales. The social games market is diversifying, with more companies making entry, and has led to

increased business for the Company in user support, safeguards for real money trading and

monitoring against misconduct by game users. The Ministry of Economy, Trade and Industry

commissioned us to participate in its Research on Infrastructure Development in Japan's

Information-based Economy Society program. This project is exploring measures to combat illegal

and harmful information on the Internet and is surveying and researching filtering trends and the

promotion of filtering, for which we are employing results from our work with municipal boards of

education on youth Internet usage issues. As a result, the Internet Monitoring Business saw net sales

increase 7.3% year on year to ¥2,512 million, with operating income rising 9.2% to ¥63 million.

Others

In this segment, Palabra Inc. (renamed from Daiichi Shorin Co., Ltd. on February 1, 2013)

continues to offer Cinematheque Movie Classes. It has instituted a subtitle training curriculum to

prepare for the advent of barrier-free motion pictures, and has started producing barrier-free

subtitles for television program and video production firms on contract. IMAid Inc. has launched

medical staffing services. Others saw net sales decrease 35.8% year on year to ¥4 million and

posted a ¥27 million operating loss (compared to a ¥14 million loss a year earlier).

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◆Management Structure

Corporate Governance

Recognizing the need to conduct Group-wide management reflecting the Company’s structure as a

holding company, we aim to practice corporate governance optimal to developing the Group’s

business. To this end, we believe that it is important to fulfill our social responsibilities through our

business activities, while seeking to enhance our corporate value over the long term, as we build

relationships of trust with all stakeholders, including shareholders, suppliers, employees and local

communities. From this perspective, we consider our key corporate governance priorities to be the

following: ensuring corporate management premised on compliance with laws and regulations and

all other relevant rules; enhancing the appropriateness, soundness and transparency of management;

and establishing a framework for timely and appropriate disclosure of information. We are

developing a corporate governance structure with emphasis on these key priorities.

●Corporate Governance Structure

In accordance with the Companies Act of Japan, the Company has a Board of Directors, Board of

Corporate Auditors, and Independent Auditor, along with an Internal Audit Office. In addition, the

Company receives advice on its corporate governance system as necessary from a lawyer with

whom it has entered into an advisory agreement.

The Board of Directors comprises seven directors, and holds regular monthly meetings to ensure

effective management oversight among the directors. In addition, extraordinary meetings of the

Board of Directors are convened as necessary to facilitate rapid decision-making. Barring any

special reasons, these meetings are held with full attendance by directors and corporate auditors.

Group companies also hold regular monthly meetings of their respective boards of directors.

As stated above, the Board of Directors serves as a check on the business execution of the

directors. Oversight of the operation of the Board of Directors and the business execution of the

directors is also conducted through audits by the corporate auditors.

Independent Auditor

Internal Audit Office ( 1 member) Legal counsel

Administration division

Group companies

General Meeting of Shareholders

Board of Directors (7 members)

President

Board of Corporate Auditors (4 members)

Appoint and dismiss Appoint and dismiss

Audit Audit

Appoint and dismiss

Cooperate

Cooperate

Cooperate

Internal audit report

Instruct

Internal audit

Appoint and dismiss Report

Execution and oversight Report

Consult and advise

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In regard to the Company’s internal control system, the Company ensures the appropriateness of

business operations by establishing decision-making and reporting systems through the formulation

and implementation of various internal rules.

The Company has established the Rules on Legal Compliance stipulating the handling of

compliance issues for the purpose of rigorously enforcing compliance and enhancing public trust in

the Company. The Group has also entered into advisory agreements with external experts on legal

affairs, taxation, labor affairs and other matters in order to put in place a framework for obtaining

guidance and advice in the daily course of business.

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◆Management’s Discussion and Analysis

Summary of Consolidated Business Performance

●During the year ended January 31, 2013, consolidated performance was driven by defect

detection for amusement equipment and for smartphone applications and games. As a result,

the Group achieved record-high sales and profits. Consolidated net sales rose 29.9% year on

year, while operating income increased 43.9%.

● In the Testing/Verification & Evaluation Business, sales grew substantially due to

contributions from acquisitions of overseas companies in the U.K., U.S. and India. Defect

detection for amusement equipment and for smartphone applications and games performed

solidly. In the Internet Monitoring Business, top-line growth was propelled by user support and

work reviewing Internet advertising.

●The Company reduced its debt to zero by repaying borrowings used to fund acquisitions of

overseas companies. This was done through a public placement of shares to increase capital in

November 2012. There was also an increase in goodwill (intangible assets). The equity ratio

stood at 78.2%, remaining at a high level.

●In line with its basic policy of targeting a consolidated dividend payout ratio of 25%, the

Company paid an annual dividend of ¥30 per share for the year ended January 31, 2013,

comprising an ordinary dividend of ¥27 per share and a commemorative dividend of ¥3 per

share to mark the Company’s change in listing to the First Section of the Tokyo Stock

Exchange.

●Net Sales and Earnings

Net Sales

Net sales in the year ended January 31, 2013 rose ¥2,501 million, or 29.9%, to ¥10,866 million. The

main contributing factor was higher orders received for defect detection (finding bugs) of

amusement equipment and smartphone applications and games in the Testing/Verification &

Evaluation Business.

Gross Profit

Cost of sales rose ¥1,411 million, or 25.5%, year on year to ¥6,946 million, due to higher personnel,

outsourcing and other costs tracking sales growth.

As a result of the foregoing, gross profit increased 38.5% to ¥3,919 million.

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Operating Income

Selling, general and administrative expenses were ¥2,083 million, an increase of ¥530 million, or

34.1%, from the previous fiscal year, mainly reflecting a higher headcount in sales and

administration divisions following an increase in consolidated subsidiaries.

As a result of the foregoing, operating income rose 43.9% to ¥1,835 million.

Ordinary Income

Non-operating income increased ¥34 million year on year, or 90.9%, to ¥72 million, mainly due to

an increase in foreign exchange gains. Non-operating expenses decreased ¥10 million, or 31.6%, to

¥22 million, mainly due to a decrease in foreign exchange losses.

As a result of the foregoing, ordinary income rose 47.2% to ¥1,885 million.

Net Income

No extraordinary income was recorded in the year ended January 31, 2013, compared to

extraordinary income of ¥4 million in the previous fiscal year. Extraordinary losses were ¥53

million, up ¥6 million, or 13.7% year on year. This mainly reflected a loss on valuation of

investments in capital.

Consequently, income before income taxes and minority interests was ¥1,831 million. After

adjusting for deferred income taxes, total income taxes were ¥899 million. As a result, net income

was ¥932 million, an increase of 43.0% year on year.

●Cash Flows

Cash and cash equivalents (hereinafter referred to as “cash”) as of January 31, 2013 were ¥4,199

million, up ¥487 million from January 31, 2012.

Operating activities provided net cash of ¥1,199 million compared to ¥803 million provided in the

previous fiscal year. The main contributors to cash were income before income taxes and minority

interests of ¥1,831 million, partly offset by ¥703 million in income taxes paid.

Investing activities used net cash of ¥1,561 million compared to ¥119 million used in the previous

fiscal year. The main uses of cash were ¥1,403 million in purchases of investments in subsidiaries

resulting in change in scope of consolidation, and ¥111 million in purchase of property, plant and

equipment.

Financing activities provided net cash of ¥848 million compared to ¥1,014 million provided in the

previous fiscal year. The main contributors to cash were ¥1,011 million in proceeds from the

issuance of common stock, partly offset by ¥161 million in cash dividends paid.

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●Financial Position

Total assets were ¥7,866 million as of January 31, 2013, an increase of ¥2,450 million, or 45.2%,

from the previous fiscal year-end.

Current assets stood at ¥5,918 million, an increase of ¥996 million, or 20.2% from January 31,

2012. This increase mainly reflected a ¥466 million increase in cash and deposits and a ¥255

million increase in notes and accounts receivable-trade.

Noncurrent assets stood at ¥1,947 million, up ¥1,454 million, or 294.8%, from January 31, 2012.

This was mainly the result of a ¥1,282 million increase in goodwill associated with M&As and

other actions.

Total liabilities were ¥1,711 million, an increase of ¥648 million, or 61.1%, from a year earlier.

Current liabilities stood at ¥1,589 million as of January 31, 2013, up ¥561 million, or 54.7%,

from a year earlier. This was mainly due to a ¥222 million increase in accounts payable-other and a

¥222 million increase in income taxes payable.

Noncurrent liabilities were ¥121 million, an increase of ¥87 million, or 251.4% from a year earlier.

This increase was mainly due to a ¥69 million increase in long-term accounts payable-other.

Net assets amounted to ¥6,154 million as of January 31, 2013, an increase of ¥1,801 million, or

41.4%, from the previous fiscal year-end. This increase was mainly due to a ¥516 million increase

in capital stock, a ¥516 million increase in capital surplus, and a ¥770 million increase in retained

earnings in line with the issuance of shares.

●Basic Policy on Earnings Distribution

The Company considers shareholder returns to be an important management issue. Management is

taking into account the Group’s overall financial position, including by factoring in the internal

reserves needed to cultivate its businesses to maintain growth in the years ahead, in maintaining a

basic policy of targeting a consolidated dividend payout ratio of 25% of net income for the payment

of one yearly dividend at the end of every fiscal year.

In line with this basic policy, the Company paid an annual dividend of ¥30 per share for the year

ended January 31, 2013, comprising an ordinary dividend of ¥27 per share and a commemorative

dividend of ¥3 per share to mark the Company’s change in listing to the First Section of the Tokyo

Stock Exchange.

Management aims to allocate internal reserves for investment in ICT systems for responding to

intensifying competition, and in increasing the employee headcount and otherwise driving future

business development.

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●Outlook for the Fiscal Year Ending January 31, 2014

The Group has two core segments. One is the Testing/Verification & Evaluation Business, through

which we detect defects to support software and hardware quality enhancement. The other is the

Internet Monitoring Business, which supports sound growth of the Internet by detecting illegal and

harmful information in various Web content, and improper use of the Web. With client companies

relying more on information technology to manage their business processes and as the use of

systems progresses, we provide services in business areas that ultimately require human input to

check, test, monitor, and review. Our businesses currently focus on the video game and Internet

sectors.

Based on its corporate philosophy “Create Customer Value,” the Group is doing its utmost to

integrate the “things only people can do” with “higher quality systems,” and be an outstanding

partner in providing client companies with user-friendly support services. While maximizing the

strengths of support services driven by human input, the Group will also provide proprietary

systems and harness its know-how and experience by converting this information into a quantitative

database. In doing so, the Group will enhance its value-added operations, while developing strong

services that other companies cannot emulate.

Testing/verification and evaluation operations used to be performed before software launches.

Now, various companies offer ongoing services in online sales, e-books, social games, and other

areas. This has given rise to the need for both pre-launch and ongoing, operational

testing/verification and evaluation of such services. The need to support clients with both defect

detection (finding bugs) and Internet monitoring is also on the rise, as those online businesses also

require monitoring against improper usage, review of Internet advertising, response to inquiries and

other support once they are in operation.

The Group’s domestic and overseas companies collaborate to comprehensively and globally

supply Testing/Verification & Evaluation and Internet Monitoring in delivering the fully-fledged,

one-stop services our client companies require.

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◆Consolidated Balance Sheets (Millions of yen)

Fiscal 2012

(As of January 31, 2012)

Fiscal 2013 (As of January 31, 2013)

Assets

Current assets

Cash and deposits 3,733 4,199

Notes and accounts receivable-trade 1,062 1,317

Deferred tax assets 55 72

Other 72 332

Allowance for doubtful accounts (0) (3)

Total current assets 4,922 5,918

Noncurrent assets

Property, plant and equipment

Buildings and structures 83 150

Accumulated depreciation (29) (59)

Buildings and structures, net 54 90

Machinery, equipment and vehicles 2 2


Machinery, equipment and vehicles, net 0 0

Tools, furniture and fixtures 154 393


Tools, furniture and fixtures, net 52 130

Total property, plant and equipment 108 221

Intangible assets

Goodwill － 1,282

Software 45 36

Other 2 2

Total intangible assets 47 1,320

Investments and other assets

Investment securities 36 45

Lease and guarantee deposits 227 255

Deferred tax assets 38 32

Other 34 71

Total investments and other assets 337 405

Total noncurrent assets 493 1,947

Total assets 5,415 7,866

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(Millions of yen)

Fiscal 2012

(As of January 31, 2012)

Fiscal 2013 (As of January 31, 2013)

Liabilities

Current liabilities

Current portion of long-term loans payable 1 －

Accounts payable-other 509 732

Accrued expenses 19 36

Income taxes payable 381 604

Provision for bonuses 9 11

Other 106 205

Total current liabilities 1,027 1,589

Noncurrent liabilities

Provision for retirement benefits 33 42

Long-term accounts payable-other － 69

Other 1 10

Total noncurrent liabilities 34 121

Total liabilities 1,062 1,711

Net Assets

Shareholders’ equity

Capital stock 712 1,228

Capital surplus 758 1,275

Retained earnings 2,887 3,657

Total shareholders’ equity 4,358 6,161

Accumulated other comprehensive income

Valuation difference on available-for-sale securities 3 8

Foreign currency translation adjustments (8) (15)

Total accumulated other comprehensive income (5) (6)

Minority interests －－

Total net assets 4,353 6,154

Total liabilities and net assets 5,415 7,866

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◆Consolidated Statement of Income and Consolidated Statement of Comprehensive Income

Consolidated Statements of Income

(Millions of yen)

Fiscal 2012

(From February 1, 2011 to January 31, 2012)

Fiscal 2013 (From February 1, 2012

to January 31, 2013)

Net sales 8,364 10,866

Cost of sales 5,535 6,946

Gross profit 2,828 3,919

Selling, general and administrative expenses 1,553 2,083

Operating income 1,275 1,835

Non-operating income

Interest income 0 1

Dividends income 0 0

Foreign exchange gains － 39

Consumption tax adjustment 1 2

Insurance premiums refunded cancellation 22 0

Subsidy income 8 22

Other 4 5

Total non-operating income 37 72

Non-operating expenses

Interest expenses 2 1

Victim support fee 4 －

Stock issuance cost 11 21

Foreign exchange losses 14 －

Other － 0

Total non-operating expenses 32 22

Ordinary income 1,280 1,885

Extraordinary income

Reversal of allowance for doubtful accounts 4 －

Total extraordinary income 4 －

Extraordinary losses

Loss on adjustment for changes of accounting standard for asset retirement obligations

10 －

Loss on retirement of noncurrent assets 1 11

Loss on valuation of investment securities 8 2

Loss on valuation of investments in capital － 31

Office transfer expenses 26 5

Other － 3

Total extraordinary losses 47 53

Income before income taxes and minority interests 1,237 1,831

Income taxes-current 599 908

Income taxes-deferred (13) (8)

Total income taxes 586 899

Income before minority interests 651 932

Minority interests in loss (0) －

Net income 651 932

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Consolidated Statement of Comprehensive Income

(Millions of yen)

Fiscal 2012

(From February 1, 2011 to January 31, 2012)



Income before minority interests 651 932

Other comprehensive income

Valuation difference on available-for-sale securities (0) 4

Foreign currency translation adjustments 1 (6)

Total other comprehensive income 0 (1)

Total comprehensive income 652 930

Comprehensive income attributable to:

Owners of the parent 652 930

Minority interests (0) －

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◆Consolidated Statements of Changes in Net Assets (Millions of yen)





Shareholders’ equity

Capital stock

Balance at the beginning of current period 50 712

Changes of items during the period

Issuance of new shares 662 516

Total changes of items during the period 662 516

Balance at the end of current period 712 1,228

Capital surplus



Issuance of new shares 662 516


Balance at the end of current period 758 1,275

Retained earnings

Balance at the beginning of current period 2,338 2,887


Dividends from surplus (103) (161)

Net income 651 932


Balance at the end of current period 2,887 3,657

Total shareholders’ equity



Issuance of new shares 1,324 1,032


Net income 651 932

Total changes of items during the period 1,873 1,803


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(Millions of yen)





Accumulated other comprehensive income

Valuation difference on available-for-sale securities



Net changes of items other than shareholders’ equity (0) 4

Total changes of items during the period (0) 4

Balance at the end of current period 3 8

Foreign currency translation adjustment

Balance at the beginning of current period (10) (8)


Net changes of items other than shareholders’ equity 1 (6)

Total changes of items during the period 1 (6)

Balance at the end of current period (8) (15)

Total accumulated other comprehensive income

Balance at the beginning of current period (6) (5)


Net changes of items other than shareholders’ equity 0 (1)

Total changes of items during the period 0 (1)

Balance at the end of current period (5) (6)

Minority interests

Balance at the beginning of current period 0 －


Net changes of items other than shareholders’

equity (0) －

Total changes of items during the period (0) －

Balance at the end of current period －－

Total net assets



Issuance of new shares 1,324 1,032


Net income 651 932

Net changes of items other than shareholders’

equity 0 (1)

Total changes of items during the period 1,873 1,801


20

◆Consolidated Statements of Cash Flows

(Millions of yen)





Cash flows from operating activities

Income before income taxes and minority interests 1,237 1,831

Depreciation and amortization 50 72

Amortization of goodwill － 60

Increase (decrease) in allowance for doubtful accounts (4) 0

Increase (decrease) in provision for bonuses (0) 1

Increase in provision for retirement benefits 7 8

Loss on adjustment for changes of accounting

standard for asset retirement obligations 10 －

Interest and dividends income (0) (1)

Interest expenses 2 1

Stock issuance cost 11 21

Foreign exchange (gains) losses 7 (17)

Loss on retirement of noncurrent assets 1 11

Loss on valuation of investment securities 8 2

Loss on valuation of investments in capital － 31

Increase in notes and accounts receivable-trade (184) (64)

Decrease (increase) in accounts receivable-other 79 (10)

Increase (decrease) in accounts payable-other 75 (96)

Increase in accrued expenses 6 15

Increase in deposits received 3 2

Other, net 46 31

Subtotal 1,360 1,902

Interest and dividends income received 0 1

Interest paid (1) (1)

Income taxes paid (555) (703)

Net cash provided by operating activities 803 1,199

Cash flows from investing activities

Decrease in time deposits 36 20

Purchase of property, plant and equipment (61) (111)

Proceeds from sales of property, plant and equipment 0 －

Purchase of intangible assets (25) (8)

Purchase of investments in subsidiaries resulting in

change in scope of consolidation － (1,403)

Proceeds from purchase of investments in subsidiaries

resulting in change in scope of consolidation － 5

Purchase of investment securities (9) (3)

Payments for transfer of business － (60)

Payments of loans receivable (0) (2)

Collection of loans receivable 1 0

Payments for lease and guarantee deposits (65) (42)

Proceeds from collection of lease and guarantee

deposits 3 43

Net cash used in investing activities (119) (1,561)

21

(Millions of yen)





Cash flows from financing activities

Net decrease in short-term loans payable (120) －

Repayment of long-term loans payable (75) (1)

Proceeds from issuance of common stock 1,312 1,011

Cash dividends paid (103) (161)

Net cash provided by financing activities 1,014 848

Effect of exchange rate change on cash and cash equivalents

(4) 0

Net increase in cash and cash equivalents 1,694 487

Cash and cash equivalents at beginning of period 2,018 3,712

Cash and cash equivalents at end of period 3,712 4,199

22

◆Company Information (As of January 31, 2013)

●Company Name: Poletowin Pitcrew Holdings, Inc.

●Date of Establishment: February 2, 2009

●Listing Date: October 26, 2011 (changed stock market listing to the

First Section of the Tokyo Stock Exchange in November 6, 2012)

●Business Year: From February 1 to January 31

●Paid-in Capital: 1,228 million yen

●Number of Employees: 1,639 (including 562 full-time employees)

●Head Office: 11th Floor, Shinjuku NS Building, 2-4-1, Nishi-Shinjuku,

Shinjuku-ku, Tokyo 163-0811, Japan

●Telephone: +81-3-5909-7911

●Consolidated Subsidiaries: Pole To Win Co., Ltd.

PITCREW CO., LTD.

Portside CO., LTD.

Pacer CO., Ltd.

SARUGAKUCHO Inc.

Pole To Win Networks Co., Ltd.

SHENFA SOFTWARE

Pole To Win America, Inc.

Pole To Win Asia Pte. Ltd.

Pole To Win Europe Glasgow, Ltd.

Pole To Win India Private Limited

Pole To Win Europe Ltd.

PITCREW COREOPS CO., LTD.

Daiichi Research Institute Co., Ltd.

Palabra Inc.

IMAid Inc.

Daiichi Shorin Co., Ltd.

◆Directors and Corporate Auditors (As of April 25, 2013)

●Chairman Tamiyoshi Tachibana

●President Naoto Konishi

●Directors Mitsutaka Motoshige

Kozo Matsumoto

Tetsuji Tsuda

Teppei Tachibana

Joji Yamauchi

●Standing Corporate Auditor Kiyoshi Ohuchi

●Corporate Auditors (External) Kokichi Watanabe

Hideo Takada

Hajime Saito

http://www.poletowinamerica.com/index.html

http://www.poletowinasia.com/

http://www.poletowininternational.com/

http://www.poletowineurope.com/

23

◆Stock Information (As of January 31, 2013)

●Number of Shares Authorized: 28,000,000 shares

●Number of Shares Issued: 9,473,600 shares

●Number of Shareholders: 3,383

●Major Shareholders (Top 10)

Shareholder name Number of shares held (Thousands) Share-holding ratio (%)

Tamiyoshi Tachibana 1,280 13.51

Mitsutaka Motoshige 1,080 11.40

Kozo Matsumoto 608 6.41

Japan Trustee Services Bank, Ltd. 476 5.03

(Securities Investment Trust Account)

The Master Trust Bank of Japan, Ltd. 364 3.84

(Trust Account)

Teppei Tachibana 301 3.18

Tetsuji Tsuda 172 1.81

Masuo Uesugi 172 1.81

Trust & Custody Services Bank, Ltd. 146 1.54

(Pension Tokkin Account)

SBI SECURITIES Co., Ltd. 139 1.47

●Share Distribution

*Note: Excluding 1,300 fractional shares. *Note: Excluding 44 shareholders owning only fractional shares.

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