BRIDGE REPORT
(3608)

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Bridge Report:(3608)TSI fiscal year ended February 2023

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President Tsuyoshi Shimoji

TSI HOLDINGS CO., LTD. (3608)

 

 

Company Information

Market

TSE Prime Market

Industry

Textile (Manufacturing)

President

Tsuyoshi Shimoji

HQ Address

8-5-27 Akasaka Minato-ku, Tokyo

Year-end

February

Homepage

https://www.tsi-holdings.com/

 

Stock Information

Share Price

Share Outstanding

Total Market Cap.

ROE (Act.)

Trading Unit

¥ 618

90,144,093 shares

¥ 55,709 million

3.1%

100shares

DPS (Est.)

Dividend Yield (Est.)

EPS (Est.)

PER (Est.)

BPS (Act.)

PBR (Act.)

¥ 15.00

2.4%

¥ 41.54

14.9x

¥ 1,168.69

0.5x

*The share price is the closing price on April 17. Each number is taken from the brief report on financial results for the term ended February 2023.

 

 

Earnings Trends

Fiscal Year

Sales

Operating Income

Ordinary Income

Net Income

EPS

DPS

Feb. 2019 Act.

165,009

2,280

3,902

-185

-1.93

17.50

Feb. 2020 Act.

170,068

70

1,851

2,181

23.42

17.50

Feb. 2021 Act.

134,078

-11,843

-10,359

3,861

42.64

0.00

Feb. 2022 Act.

140,382

4,440

5,834

1,022

11.32

5.00

Feb. 2023 Act.

154,456

2,329

3,859

3,063

35.21

10.00

Feb. 2024 Est

162,000

4,700

5,500

3,500

41.54

15.00

* Unit: million-yen, yen. The forecasted values are from the company.

 

This report provides the overview of TSI Holdings Co., Ltd.’s financial results for the fiscal year ended February 2023.

Table of Contents

Key Points
1. Company Overview
2. Medium-term management plan “TSI Innovation Program 2025”
3. Fiscal Year ended February 2023 Earnings Results
4. Fiscal Year ending February 2024 Earnings Forecasts
5. Conclusions
<Reference1: Sustainability>
<Reference2: Regarding Corporate Governance>

 

Key Points

  • TSI Holdings is an apparel enterprise operating over 50 brands. It clearly specifies targets (gender, age, preference, etc.) for each brand, and provides a broad range of customers with its products. The mid-term management plan “TSI Innovation Program 2025 (TIP 25)” is ongoing, and they aim to create empathy and social value in the world through the power of fashion entertainment.

     

  • In the term ended February 2023, sales increased 10.0% year on year to 154.4 billion yen. Real stores and overseas business performed well throughout the year. Despite weak performance in e-commerce, sales exceeded the previous year's level and were in line with the company's revised forecast. Operating income declined 47.5% year on year to 2.3 billion yen. Operating income fell below the previous year's level due to the recording of subsidies and transfer to extraordinary losses in the previous year, as well as head office relocation expenses in the term ended February 2023, but the operating income excluding such special factors increased 14.6% year on year. Profitability improved thanks to appropriate sales yield and inventory control, as well as the curbing of SG&A expenses. Net income increased 199.6% year on year to 3.0 billion yen. Foreign exchange gains on foreign currency-denominated assets and gains on sales of investment securities were recorded, while impairment losses were posted. The company revised its dividend for FY 2/2023 from the initial forecast of 7.00 yen/share to 10.00 yen/share.

     

  • For the term ending February 2024, the company forecasts a 4.9% year-on-year increase in sales to 162.0 billion yen and a 101.8% year-on-year increase in operating income to 4.7 billion yen. While there is a gradual normalization of economic activities due to the easing of restrictions on activities to cope with COVID-19, the company recognizes the risks associated with the situation in Russia and Ukraine, the impact of exchange rate fluctuations and price hikes. The company expects sales to recover to a certain level and will invest heavily in growing areas such as e-commerce and athletic leisure as well as in highly profitable sales promotions. In addition to the improvement in profitability achieved in previous fiscal years, the company expects profitability to rise further as a result of the implementation of these initiatives. The company plans to pay a dividend of 15.00 yen per share, up 5.00 yen per share from the previous year. The company's expected dividend payout ratio is 36.1%.

     

  • Although there was an increase in sales and a decrease in profit, operating income increased and profitability improved after the exclusion of special factors such as subsidies recorded in FY 2/2022 and head office relocation expenses in FY 2/2023. While the company forecasts that sales will exceed the pre-pandemic level and reach an all-time high in the coming term, it expects to update its peak operating income in the current term.

     

  • On the other hand, despite the improvement in profitability, ROE has remained in the 3% range. It will be interesting to see if the company can further improve its profitability to raise PBR, which has fallen below 1.

1. Company Overview

TSI Holdings is an apparel enterprise operating over 50 brands. It clearly specifies targets (gender, age, preference, etc.) for each brand, and provides a broad range of customers with its products. They aim to proceed with transformation, evolve from an enterprise that conducts apparel business only, and become “a company creating fashion entertainment” that links social value to its corporate growth and not only provides products, but also creates original value with the fashion entertainment, from the viewpoints of “the environment and society,” “markets,” and “residents.” The mid-term management plan “TIP 25” is ongoing.

 

【1-1 Corporate history】

While the environment surrounding the apparel field was becoming severe, Tokyo Style Co., Ltd. and Sanei-International Co., Ltd. established TSI Holdings Co., Ltd. through the transfer of shares in June 2011, with the aim of achieving sustainable growth by utilizing their respective strengths. It was listed on Tokyo Stock Exchange (TSE). After the market restructuring, it got listed on the Prime Market of TSE in April 2022.

 

【1-2 Corporate philosophy】

The company upholds the corporate philosophy, vision, purpose, and code of conduct described below.

 

Corporate philosophy

We create value that shines the hearts of people through fashion and share the happiness of living tomorrow together with society.

Vision

We aim to become the world’s most beloved global group through the best and a step- ahead-of-the-times creation and lifestyle proposal.

Purpose

Nurture worldwide empathy and social value through the power of fashion entertainment.

Group's code of conduct

1. We value our spirit of fairness/impartiality and honesty and work with passion and responsibility.

2. We always have problem consciousness, strive for self-study, and actively challenge with flexibility.

3. We respect each person's individuality, communicate well, and contribute to the team by running own roles.

4. We deliver excitement and pleasure to our customers with sincere hospitality and strive to improve customer satisfaction.

5. We respect each stakeholder's position to realize the mutual benefit and contribute to the sustainable growth of the company.

6. We sincerely appreciate society and the natural environment and contribute to social development through our business.

 

【1-3 Business description】

The TSI Group is composed of TSI Holdings, which is a holding company, 27 consolidated subsidiaries, and 1 equity-method affiliate.
In the “apparel-related business,” they plan, manufacture, and sell mainly clothes and operate the brand licensing business and the production/distribution business. In “other business,” they serve as distributors for other companies’ products, dispatch personnel, and operate the synthetic resin-related, store design/management, and restaurant businesses, and so on.

 

 

 

◎ Brands
Currently, they operate over 50 brands. They set clear targets (according to gender, age, preference, etc.) for each brand, and provide a broad range of customers with products. The top 10 brands in terms of sales account for about 60%. The gross profit margin is about 50-70%.

 

◎ Outline of major brands

Brand

Targets

Concept

Nano Universe

 

Women and men

It operates the three lines: “Japan Made Traditional,” “Modern Vintage,” and “Seasonal Wardrobe” and multi-label stores with selected brands and proposes fashion and information that are useful in daily life as wisdom.

Pearly Gates

 

Women and men

OUT ON THE WEEKEND (leaving urban areas on weekends)

Under the concept: “Let’s play golf more casually and more enjoyably,” it proposes moderately fashionable golf clothing beyond the bounds of age, gender, etc.

 

Margaret Howell

 

Women and men

With the basic stance of keeping simple and basic features, it pursues comfort and functionality, and disseminates timeless, modern designs regardless of gender and age.

Natural Beauty Basic

 

Women

With the keyword: “Comfortable,” it proposes the enrichment of lifestyles of those who wear its clothes to a broad range of customers.

 

HUF

 

Men

From the original brand of the store opened by the legendary skater Keith Hufnagel in 2002, "HUF" is now a lifestyle brand that develops not only apparel, but also footwear.

Based on Keith's background in skating and street fashion, HUF's products, which incorporate a unique style and artistic sensibility into an American classic, have attracted attention in major fashion capitals around the world, including NY, LA, SF, Tokyo, and London.

 

 

◎ Sales channels
They sell apparel via real stores and EC inside and outside Japan.

 

 

The number of real stores was 811 (included overseas) as of the end of FY 2/2023. Among them, 767 stores sell apparel.
Although the company is closing unprofitable stores in line with business restructuring, as a "fashion entertainment company," the company believes that real stores remain important as bases for communicating the world view of brands and for entertaining and exciting customers, and will continue to develop stores centered on brands that are popular with customers while abolishing and building systems. By opening attractive shops in large-sized stores and prime locations, they will reform the revenue structure of the store business.
By FY 2/2025, they plan to open 100 shops (net increase: 35 shops). (43 stores opened and 121 stores closed in FY 2/2023)

 

 

The ratio of sales from their website to domestic EC sales has been increasing steadily, and high profitability is maintained. In FY 2/2021, EC ratio increased significantly due to the store closure caused by COVID-19.

 

 

【1-4 Characteristics, strengths, and competitive advantages】

According to President Shimoji, the company excels at seeking, finding, and developing categories and brands in line with the trend of the times.
The domains of athleisure, wellness, outdoor, and streetwear is thriving, partially because people became interested in outdoor activities and health enhancement amid the coronavirus pandemic, and “PEARLY GATES” earns one of the largest sales as a golfwear brand in Japan.
The company has achievement that found such brands through the networks in the U.S. and the U.K. etc. The number of companies that introduced a new brand and made it successful in the past 10 years like TSI Holdings is small.
The company’s competitive advantages come from the base and experience of taking risks and the know-how and track record of developing brands.

 

【1-5 ROE analysis】

 

FY 2/18

FY 2/19

FY 2/20

FY 2/21

FY 2/22

FY 2/23

ROE (%)

2.9

-0.2

2.2

4.0

1.1

3.1

Net income margin (%)

2.07

-0.12

1.28

2.88

0.73

1.98

Total asset turnover (times)

0.95

0.93

0.99

0.85

0.95

1.12

Leverage (times)

1.47

1.68

1.76

1.64

1.52

1.41

 

 

*Produced by Investment Bridge Co., Ltd. with reference to the material of TSI Holdings.

 

In the mid-term management plan “TIP 25,” the company aims to increase ROE to 5.3% or higher by the term ending February 2025. The key is how they will improve profitability.

 

2. Medium-term management plan “TSI Innovation Program 2025”

The TSI Group formulated and announced “TSI Innovation Program 2024 (TIP 24),” which set mid-term growth strategies, in FY 2/2021, but the coronavirus pandemic forced them to postpone the reform for one year.
Accordingly, in April 2022, the company updated TIP 24, formulating a new mid-term management plan “TSI Innovation Program 2025 (TIP 25)” for 2025.

 

【2-1 Policies for formulating TIP 25】

TIP 25 was formulated under the following three policies.

 

(Taken from the reference material of the company)

 

【2-2 Directions and purposes of the transformation】

◎ Recognition of the business environment
The company considers that the business model of mass-producing excessive amounts of clothing, while generating environmental burdens, selling them at discounted prices, and competing with brands of the same nature, is reaching its limit, and the norms of the apparel industry disappeared.

 

Determination
The company resolved to abandon the conventional norms and stereotypes in the apparel business, take a new step as an enterprise for offering true value for people and the environment, and be reborn as an enterprise in which everyone can have a dream.
The keyword is “Regeneration.”

 

◎ Directions of the transformation
The company will proceed with transformation from the viewpoints of “the environment and society,” “markets,” and “residents,” evolve from an enterprise handling apparel only, and aim to become “a company creating fashion entertainment” that not only provides products, but also create original value with fashion-based entertainment while linking social value to corporate growth.

 

(Taken from the reference material of the company)

 

◎Purpose and will
Purpose: Social meaning of existence
To win international sympathy and create social value with fashion entertainment.

 

WILL: Goal to be achieved
The company aims to become the world’s happiest fashion company for all stakeholders, including society, the environment, customers, shareholders, and employees.

 

【2-3 Business plan】

(1) Target values and measures
In FY 2/2025, the company aims to achieve sales of 189.6 billion yen, an operating income of 8 billion yen, and an operating income margin of 4.3%. In the following term ending February 2026, the company aims to increase sales to over 200 billion yen.
In addition, the company aims to achieve an EBITDA of 9% or higher, an ROE of 5.3% or higher, and an EC ratio of 40% or higher in FY 2/2025.

 

The following three are primary measures for attaining the goals.

1.To clearly define our growth areas and invest in them intensively

 

To specify business domains(divisions) and actively invest in growth areas

In particular, the company will increase sales from the wellness and street businesses in 3 years.

To invest in digital generation while looking ahead to the future, and develop next-generation customer value

2.To aim to increase customers by pursuing entertainment

 

To create fashion entertainment not limited to apparel

To integrate the press rooms when integrating offices, and develop a media base

To directly distribute a variety of contents to customers

3.To reform the corporate structure for significantly expanding the e-commerce business

 

To prioritize EC and digitalization for all business operations

To discuss large-scale investment in the development of a CRM structure and internal services, and aim to realize sales growth linked with large-scale sales promotion

 

【2-4 Business investment】

The company will invest in mainly “A: Rapid growth of EC,” “B: Enhancement of earning capacity,” “C: Creation of new value of experience,” and “D: Investment in the growing business area.”

 

“A: Rapid growth of EC”
To make all group companies shift to strategies and business structures prioritizing EC and digitalization
To invest for evolving organizational structures for developing products, services, and communication that would exceed the expectations from the market

 

*To increase EC sales to 76 billion yen and the ratio of EC to 40%
To raise sales from 43 billion yen to 76 billion yen and the ratio of EC from 30% to 40%
To achieve these goals, the company will design a growth system that motivates customers to use services continuously.
As they recognize that it is imperative to improve the profitability of the brand business by reforming the resource structures of the real store business and the EC business, they will shift to strategies and business operations giving top priority to EC and digitalization from the viewpoints of productivity and profit margin.

 

To design products, inventory, sales promotion, and operation while considering EC from the planning stage
For less profitable stores, the company will lead customers to EC and decide whether or not to close the stores while considering the growth of EC sales.
To enrich entertainment contents quantitatively and qualitatively.

 

*Establishment of a platform for 15 million members
To shift from the competition among brands to the competition in each business field. To increase the population of customers dramatically in each field, while strengthening contents.
To provide not only products, but also the value of experience under the themes of “food, clothing, shelter, work, and play,” distribute information via facilities and the media, and manage communities of staff and users, etc.
The utilization of CRM, the creation of business models other than sale of products, etc. are important keys.

 

*Improvement of entertainment contents
To concentrate on the development of new communication methods as “a company creating fashion entertainment”
To combine contents with high engagement and the profound knowledge of users, so that many customers will access platform partners. To pursue sales promotion strategies that put importance on value rather than costs
To create a new economic zone based on tipping, NFT*, etc. by taking advantage of the enthusiasm of fans

 

*NFT (Non-Fungible Token)
It means digital data proven to be non-fungible or one of a kind. Digital contents are being capitalized in various fields, including fine arts, video games, music, and sports.

 

“B: Enhancement of earning capacity”
To re-polish the attractiveness of real stores. The company puts importance on the value of real stores as the sites for offering luxury value where customers can see the world views of brands.
To redefine ideal stores as the sites for increasing customers’ loyalty and improve the earning capacity.

 

*Reform of the earning structure and development of attractive stores
95% of domestic stores to be closed have been closed, and the phase of closing unprofitable stores for structural reform has ended. From now on, the company will proceed to the aggressive phase focused on the brands that have attracted many customers.
To reopen shops in large-sized stores, prime locations, etc., to demonstrate new types of shops in the post-pandemic period
To open attractive shops, and reform the revenue structure in the store business
The company plans to open 100 shops (net increase: 35 shops) by FY 2/2025.

 

*To improve the value of experience in large-sized stores and offer “experience available only there” so that customers will be motivated to revisit there
To make stores the sites for providing luxury value so that customers can experience the world views of brands
The company will enrich product categories and the quantity of each product in parallel with the enlargement of shops, hold events, and operate simulation facilities, to provide customers with new experience in shops. Then, the company will improve the capability of reeling in customers and have customers stay for a longer time, with the aim of increasing average spending per customer and brand loyalty.
If the area of each shop increases, sales per unit area will drop, but the cost reduction effect will increase. While reducing staff in parallel with enlargement, the company will strive to improve profit margin.

 

*To review and withdraw from less profitable businesses, and shift to growing areas
To review businesses and decide whether or not to withdraw from them, based on the indicators of growth potential, compatibility with fashion entertainment, profitability, meanings of existence, business scale, EC ratio, and customer loyalty.
At the same time, the company will seize growing areas with measures including M&A and keep reshuffling its business portfolio.

 

“C: Creation of new value of experience”
To create not only products, but also other items, to offer fashion-based entertainment as value

 

*To make the PR team that offers items, things, and meanings entertaining
The company will reform the press operation, which has been mainly BtoB, develop contents by itself, and develop an emotional PR team for directly approaching customers with its own media.
The press room of the new headquarters completed in September will become a new working studio for generating entertainment, experience, and sympathy.

 

*To design customers’ experience beyond their imagination
The company will make a contribution so that the life of each customer will become more enjoyable, healthy, safe, productive, and meaningful.
We will grasp the trends among customers, and create opportunities for customers’ experience while understanding the relationships between “society and customers.”

 

*Operation of the non-apparel business and synergy between businesses
The company will become a “fashion entertainment enterprise” that will design essential lifestyles beyond non-materialistic value from the perspectives of society and customers.
To this end, the company will trigger business synergies with surrounding and different industries (not totally different ones) with its existing assets at its core, and create a new economic zone through investments, alliances, and M&A.

 

As an example, the company launched the agritech business, which cultivates organic cotton, in the term ending February 2023. In addition to it, they work on the creation of carbon credits.

 

“D: Investment in the growing business area”
To clearly define growth areas in terms of changing and diversifying markets, values, and needs, and invest in them.

 

(1) Business domains
The company defined four business domains(divisions), and reformed structures in order to operate business smoothly in each domain.

 

(Taken from the reference material of the company)

 

(Taken from the reference material of the company)

 

1. Wellness & lifestyle
The company will create attractive communities.
While aiming to evolve from an apparel brand into a community brand, the company will operate entertainment business focused on lifestyles.

 

◎ Business division composition
“Wellness Business Division”
It is a group that operates business while forming communities in the fields of sports and fitness, not limited to the golf business.

 

“Lifestyle Business Division”
It is a group that creates new business designs that can offer experiences beyond conventional apparel, while maintaining the core of the established brand.

 

◎ Measures and activities
The company will develop communities of brands and clients, to foster enthusiasm. The company will expand economic zones by proposing new brands to communities, etc.
They are proceeding with initiatives utilizing the customer assets of their golf brand, establishing a golf community, launching a hybrid D2C brand of sports and fashion, etc.
Focusing on the fact that a new style of play based on a broad range of experiences with the elements of play and entertainment combined is a current trend, the company supports the life of each customer and proposes new value of not only apparel, but also other items from various brands of TSI.
The company started handling the gear of outdoor brands and opening cafes outside commercial facilities.

 

2. Street & culture
The company will establish a platform for play with the street spirit.
Based on the keyword “play,” they will diffuse their brands in peripheral lifestyles, reinvent gear, develop new experiences, etc.

 

◎ Business division composition
“Street & Culture Business Division”
It is a group that provides authentic wear and gears based on the culture of playing, disseminates cultures through the collaboration and combination of brands as a retailer that selects and deals in products of various brands, and creates customer value while forming communities by giving opportunities to experience events and encounter new brands.

 

◎ Measures and activities
The company will develop a project with global sales of 40 billion yen in the street, skating, and snowboard businesses.
With the keywords “authenticity,” “play,” and “culture,” they will diffuse their brands in peripheral lifestyles, redevelop gear, create new experiences, etc. and then operate business globally.
They will open flagship shops of mainly HUF and TACTICS in major cities around the world.

 

For “TACTICS,” an EC site for skateboards and snowboards, which was acquired in 2020, the company will operate a project for debuting it in Japan, to diffuse the new skating culture in the U.S. in Japan.
By opening integrated skateboard parks and taking OMO (Online Merges with Offline) initiatives, the company will offer a variety of experiences not limited to product sales and develop communities. Then, they will improve customers’ loyalty.

 

The company recognizes that multi-brand shops (which select and deal in products of various brands) have recently become homogeneous and less valuable, so it will develop new kinds of multi-brand shops for the next generation.
They will create multi-brand shops that would generate unprecedented value, by designing freewheeling in-store layouts beyond genders, genres, etc., installing pop-up spaces for developing communities, cafes for offering leisure time, free spaces, etc.

 

3. Fashion capital
The company will keep offering services to keep up with trends and changes.
They will have flexibility to keep changing swiftly, help customers to become what they hope to become, and link happiness.

 

◎ Business division composition
“Fashion Capital Business Division”
It is a group that focuses on highly sensitive apparel, redefines the roles of department stores, shopping centers, and e-commerce in order to promote customers’ engagement while responding to trends and changes, and maximizes the advantage of having real shops.

 

◎ Measures and activities
The company will an OMO system for shortening the distance between the company and customers.
To survive in the new normal age, the company will develop a selling system in which shops and sales staff can increase customers’ engagement in an unprecedented manner.
They will make efforts to enrich online contents and services and get connected with customers via social media, to promote sales and reflect the results in product development.
In addition, the company will adopt new evaluation and training systems for promoting sales staff to engage in online business. The company will evaluate and train staff while putting importance on the elements of talent, that is, guarantees and the popularity among customers in social media.

 

For strengthening the services for customers with the OMO system, the company will redefine the roles and functions of real stores, combine real stores and EC, and establish new store models and new methods for leading customers.
As they still consider that only real shops allow customers to feel the world views of brands with their five senses, they will pursue strategies for utilizing the forte of real shops.
They will open shops in new areas and facilities and adopt a system in which customers can determine who will attend to them.

 

4. Digital generation
To design contents that would attract the next generation.
To foster sympathy and enthusiasm with tangible and intangible unlimited contents

 

◎ Business division composition
“Digital Generation Business Division”
It is a group that creates systems and mechanisms for proposing diverse styles to and gaining support from the digital native generation (Generation Z), and flexibly adjusting to spur-of-the-moment purchase, and develops next-generation communities and trading zones.

 

◎ Measures and activities
Currently, we are in the spur-of-the-moment consumption age, in which consumers buy a product in a minimum amount of time after recognizing it. In this age, the company will pursue new creativity by innovating contents for directly attracting customers and promoting sales.

 

To establish a D2C (direct-to-consumer) conglomerate
The company will develop systems and mechanisms for creating a variety of businesses, brands, and contents based on directors and contents.
The company aims to achieve sales of 3.5 billion yen, including new businesses such as ETRE TOKYO, MECRE, EC Cosmetics, F2C* Brand, by FY 2/2025.

*F2C
It means the retail style of directly delivering products from factories to customers. The size of each consumer is measured at a shop or the like, its data are sent to a factory, the factory cuts and sews cloth, and finished clothing is delivered directly from the factory to the consumer. Consumers can get tailor-made clothes in a short period of time. Makers do not have to bear the inventory risk.

 

The company will launch a digital business with a new kind of sensibility.
By strategically utilizing the advantages of TSI Sewing Co., Ltd., which is a consolidated subsidiary that possesses excellent sewing technologies, the company will endeavor to “sell products in a new way while combining brands, factories, and digital content” as an F2C model.

 

The company will create a mechanism for meticulously designing experiences before and after purchase so that customers will buy its products on the spur of the moment and sell limited-time products and collaborative products with rarity, topicality, and profitability, to make F2C more attractive.

 

The company will form a team for fostering the sympathy and enthusiasm of customers and improve work styles and the working environment further.
The residents of Generation Z put importance on styles rather than tastes. They do not stick to specific tastes, but choose their own styles according to with whom, where, and what they will do. In this situation, the company is recruiting and developing creators of Generation Z, so that they will create new businesses.
In addition, the company holds hybrid meetings for planning while combining 3D samples, avatars, real samples, and trial fitting. At such meetings, customers and female employees in the same age group discuss “clothing they would want” thoroughly and commercialize such clothing.

 

To redevelop the brand portfolio for women of Generation Z
As the first step, the company engages in a project of redefining the two brands: JILLSTUART and JILL by JILLSTUART. As “self-actualization needs,” “changes in femininity,” etc. are getting stronger, the company will grasp the values and insight of respective residents on a real-time basis and reflect them in products and experiences.
In particular, they consider that the brand portfolio needs to include some brands that can reel in young people.

 

(2) Numerical goals of final fiscal year(*)
The numerical goals in each business domain are as follows.

 

Sales

CAGR

Operating income

Operating income margin

EBITDA margin

EBITDA

Wellness & lifestyle

752.9

13.2%

42.3

5.6%

8.8%

66.5

Street & culture

405.9

5.3%

18.3

4.5%

8.6%

35.1

Fashion capital

200.2

13.7%

15.1

7.5%

12.7%

25.5

Digital generation

202.9

10.2%

13.7

6.7%

11.9%

24.2

Unit: 100 million yen. CAGR is the compound annual growth rate for the period from FY 2/2022.
(*) Please note that there is a possibility of fluctuation between divisions due to organizational or brand restructuring. Additionally, sales from other businesses are not included, so the total sales of the four divisions do not match the total consolidated sales.

 

【2-5 Investment plan】

They believe that in order to complete the midterm management plan, it is necessary to actively invest in mainly new businesses.
The company plans to invest up to 30 billion yen by using cash reserves amounting to 15 billion yen and borrowed money amounting to 15 billion yen.
They take into account the following points when conducting investment.

 

(Taken from the reference material of the company)

3. Fiscal Year ended February 2023 Earnings Results

【3-1 Overview of business results】

 

FY 2/22

Ratio to sales

FY 2/23

Ratio to sales

YoY (1)

Ratio to revised forecast

YoY (2)

Sales

140,382

100.0%

154,456

100.0%

+10.0%

+0.3%

+4.2%

Gross profit

76,826

54.7%

84,901

55.0%

+10.5%

-

-

SG&A

72,386

51.6%

82,572

53.5%

+14.1%

-

-

Operating income

4,440

3.2%

2,329

1.5%

-47.5%

+29.4%

-44.0%

Ordinary income

5,834

4.2%

3,859

2.5%

-33.8%

+16.9%

-31.1%

Net income

1,022

0.7%

3,063

2.0%

+199.6%

+27.6%

+215.0%

*Unit: million yen. The standards for revenue recognition have been applied from the term ending February 2023. YoY (1) means the rate of increase/decrease from the results in the FY 2/2022 based on the old accounting standards to the results in the FY 2/2023 based on the new standards. YoY (2) means the rate of increase/decrease from the results in the FY 2/2022 to the results in the FY 2/2023, both based on the old standards. Ratio to revised forecast is the ratio to the revised forecast announced in October 2010.

 

Sales grew, but profit dropped year on year. Sales were almost in line with the forecast, and profit exceeded the forecast.
(*The year-on-year increase/decrease rate is based on the new accounting standards.)
Sales increased 10.0% year on year to 154.4 billion yen. Real stores and overseas business performed well throughout the year. Despite weak performance in e-commerce, sales exceeded the previous year's level and were in line with the company's revised forecast. Operating income declined 47.5% year on year to 2.3 billion yen. Operating income fell below the previous year's level due to the recording of subsidies and transfer to extraordinary losses in the previous year, as well as head office relocation expenses in the term ended February 2023, but the operating income excluding such special factors increased 14.6% year on year. Profitability improved thanks to appropriate sales yield and inventory control, as well as the curbing of SG&A expenses. Net income increased 199.6% year on year to 3.0 billion yen. Foreign exchange gains on foreign currency-denominated assets and gains on sales of investment securities were recorded, while impairment losses were posted. The company revised its dividend for FY 2/2023 from the initial forecast of 7.00 yen/share to 10.00 yen/share.

 

【3-2 Trend in each channel】

 

FY 2/21

FY 2/22

FY 2/23

YoY

Department stores

12,481

13,820

19,555

+41.5%

Non-department stores

56,745

60,736

67,022

+10.4%

Domestic EC

40,681

39,286

38,843

-1.1%

Other domestic channels

15,504

15,434

16,115

+4.4%

All domestic channels

125,411

129,276

141,537

+9.5%

Overseas

8,666

11,104

12,918

+16.3%

Total

134,078

140,382

154,456

+10.0%

*Unit: million yen. The figures in FY 2/2021 and FY 2/2022 are based on the old accounting standards, while the figures in FY 2/2023 are based on the new accounting standards.
*Non-department stores: fashion buildings, station buildings, outlet stores, etc. Othe other apparel businesses, including wholesale and sale to employees, and non-apparel businesses of group companies. Efuego Corp, which operates mainly the EC site “TACTICS” in the U.S., was included in the scope of consolidation in the second quarter of 2021, and its sales have been posted as overseas sales.

 

*Produced by Investment Bridge Co., Ltd. with reference to the material of TSI Holdings.

 

 

FY 2/21

FY 2/22

FY 2/23

YoY

Domestic EC

40,681

39,286

38,843

-1.1%

In‐house EC

17,871

17,842

18,111

+1.5%

Other

22,809

21,443

20,732

-3.3%

Overseas EC

3,238

3,694

3,975

+7.6%

Total amount for EC

43,919

42,980

42,819

-0.4%

*Unit: million yen. The figures in FY 2/2021 and FY 2/2022 are based on the old accounting standards, while the figures in FY 2/2023 are based on the new accounting standards.

 

*

Real store sales recovered, showing a 16.1% year-on-year increase on the back of recovering sales at major department stores and a pickup in foreign demand. Going forward, the company aims to achieve further growth by aggressively opening new stores in healthy businesses.

*

In-house e-commerce struggled in 1H due to supply chain disruptions, but recovered in 2H thanks to OMO measures centered on social media, as well as expansion and increase of content. The performance in Q4 (Dec-Feb) was strong, showing a 7.9% year-on-year growth.

*

In other e-commerce, gross profit margin rose 7.6%, indicating a significant improvement in profitability due to curbing excessive price discounting and strengthening exclusive products, which was a major factor in achieving the company-wide operating income plan. Going forward, the company will expand sales while maintaining profitability.

 

【3-3 Number of Stores and Brand Overview】

◎No. of stores

 

(Taken from the reference material of the company)

 

The company continued to close apparel domestic stores.

 

◎Sales and gross profit margin of each brand

(Taken from the reference material of the company)

 

Among the top 10 brands in sales, six brands made great strides with double-digit growth.

HUF's sales growth was accelerated by the expansion of the number of domestic stores in addition to the strong performance of the brand. The 20th anniversary of the company's founding ended with favorable results both domestically and overseas.

HUMAN WOMAN's ongoing OMO initiatives bore fruit, with EC sales growth far exceeding that of the company as a whole. Real store sales also expanded, thanks to a recovery of department stores.

Strong and recovering sales of large brands were the driving force behind companywide sales.

Growth centered on the mainstay women's apparel and street fashion businesses helped boost company-wide sales, while establishing a foothold for further growth in the future.

 

◎Domestic Sales of All Stores and Existing Stores

 

【3-4 Business Topics】

With the aim of becoming a fashion entertainment creation company, the following initiatives were promoted.

 

*

The company has launched a Proof of Concept (PoC) for a joint Metaverse project with Alibaba Cloud and JPGAMES.

Entered the Metaverse domain to create entertainment by utilizing 3D data accumulated through product creation in order to realize the provision of new brand experiences. The goal is to design customer experiences that exceed the imagination.

*

The company is focusing on strengthening its entertainment content.

It will provide entertainment content that creates "fun," "experience," and "empathy" by moving beyond the traditional creation of apparel products (i.e., goods).

It will also develop products, services, and communication methods that exceed fans' expectations.

*

At the time of relocation of the head office, an entertainment area was added to the building that can be used for events.

The new area will convey the appeal of brands and free space by creatingnew venues for experiences, such as joint exhibitions through collaboration between brands that have never crossed paths, live experiences, and exhibitions incorporating digital content such as XR.

*

The new office incorporates a free-address layout design that allows for spontaneous inter-organizational collaboration and business synergy building. The company implements environmental design and educational activities to promote the "ONE TABLE" working style that incorporates the walls of departments. In the "ONE JILL Project," redevelopment of brands was carried out with a cross-functional one-team structure.

*

TSI entered into a business outsourcing agreement with SynCom Agritech, a venture firm in agricultural management. The main theme of the agreement is research to develop TSI’s organic cotton and improve cotton productivity. The company is currently conducting test cultivation of its own cotton in Tamil Nadu, India, a developing country, with local farmers to develop materials that will reduce environmental burdens. The harvest of cotton that had been grown was completed in February, and trial ginning and spinning were done, and the yarn prototype produced using the harvested cotton is scheduled to arrive in Japan by the end of April.Studies of the yarn such as quality inspection, confirmation of yarn count and improvement points, and analysis of suitable clothing will also be conducted. The company aims to commercialize the yarn through a combination of these studies.

 

【3-5 Financial statement and cash flow】

◎Major BS

 

End of Feb. 2022

End of Feb. 2023

Increase/decrease

 

End of Feb. 2022

End of Feb. 2023

Increase/decrease

Current assets

75,547

71,837

-3,710

Current liabilities

28,375

26,239

-2,136

Cash and deposits

39,258

32,205

-7,053

Trade payable

10,595

11,407

+812

Trade receivable

10,378

10,731

+353

Short term interest-bearing liabilities

6,337

4,758

-1,579

Non-current assets

64,893

63,589

-1,304

Non-current liabilities

14,329

10,309

-4,020

Property, plant and equipment

6,544

6,136

-408

Long term interest-bearing liabilities

9,839

5,014

-4,825

Intangible assets

9,265

8,946

-319

Total liabilities

42,704

36,549

-6,155

Investments and other assets

49,083

48,506

-577

Net assets

97,736

98,878

+1,142

Total assets

140,440

135,427

-5,013

Total liabilities and net assets

140,440

135,427

-5,013

*Unit: million yen. Interest-bearing liabilities include lease obligations.

 


*Produced by Investment Bridge Co., Ltd. with reference to the material of TSI Holdings.

 

Total assets decreased 5.0 billion yen from the end of the previous period to 135.4 billion yen, mainly due to a decrease in cash and deposits.
Total liabilities decreased 6.1 billion yen year on year to 36.5 billion yen, mainly due to a decrease in interest-bearing liabilities.
Net assets increased 1.1 billion yen year on year to 98.8 billion yen.
Equity ratio increased 3.5 points from the end of the previous period to 72.7%.

 

◎Cash Flow

 

FY 2/22

FY 2/23

Increase/decrease

OperatingCF

1,380

1,326

-54

InvestingCF

-3,981

-110

+3,871

FreeCF

-2,601

1,216

+3,817

FinancingCF

-8,960

-9,589

-629

Cash and cash equivalents

38,503

30,721

-7,782

*Unit: million yen.

 

*Produced by Investment Bridge Co., Ltd. with reference to the material of TSI Holdings.

 

Free CF turned positive as the cash outflow from investing activities shrank due to a decrease in purchase of investment securities.
The cash position declined.

 

【3-6  Progress of TIP 25】

The progress of each business domain in the midterm management plan “TIP 25” is as follows.

 

(1) Activities in each business domain
1. Wellness & lifestyle
The company will create attractive communities.
While aiming to evolve from an apparel brand into a community brand, the company will operate an entertainment business focused on lifestyles.
In the term ended February 2023, sales increased 16.5% year on year to 47.5 billion yen.

 

◎ Measures and activities
(1) Airing of new TV commercials “Go, TSI”
New TV commercials aired featuring the golfers Momoko Ueda and Erika Hara, both contract ambassadors for the key brand “PEARLY GATES.”The TV commercial was aired in six areas nationwide for two weeks in FY 2/2023, resulting in a 6.7-point increase in TSI's brand recognition and a 7.0-point increase in PEARLY GATES' popularity.

 

(2) “and wander” Offering new purchase experience
Holding camping activities is not easy because such activities require various kinds of outdoor gear. The outdoor brand "and wander" therefore started rental services for some of its products so that beginners could enjoy outdoor life easily. It offers new user experience by allowing customers to purchase products after they actually experience their value through these services and become satisfied with them.

 

(3) “PEARLY GATES” Providing uniforms to the wheelchair basketball team
“PEARLY GATES” entered into a uniform logo sponsorship agreement with the wheelchair basketball team NO EXCUSE. By combining the technology that has cultivated in golf wear merchandising and its know-how in universal design, the brand developed uniforms that fit each member so that they can take part in the sport comfortably.

 

2. Street & culture
The company will establish a platform for play based on the street spirit.
Based on the keyword “play,” they will diffuse their brands in peripheral lifestyles, reinvent gear, develop new experiences, etc.
In the term ended February 2023, sales increased 4.5% year on year to 58.62 billion yen.

 

◎ Measures and activities
(1) “Schott” the historic brand which celebrates 110th anniversary of its launch, is attracting public attention again
As consumer preferences shift toward a focus on authentic, high-quality, and long-lasting products in the COVID-19 pandemic, this brand meets the needs and is attracting attention.
The brand has successfully approached a wide range of age groups from those who have recognized it as a long-established leather jacket brand since early on to youths that have not worn leather jackets in the past.
“Schott” is also focusing on not only traditional American-made models but also models planned in Japan which adopt trendy sizes and designs, and the latter serves as entry models that have the same level of quality as American ones but are less expensive.
Sales are stronger than in the previous year, and the company expects further growth of the brand.

 

(2) “BAIT” The only culture store that originated from America
"BAIT" is a culture store that mixes fashion, sneakers, anime, and manga. The store's products are not only easily wearable by anyone, but also highly fashionable, without the geeky atmosphere often associated with such stores. The store's sales have seen significant growth, with a 59.0% increase in sales from the previous period.
The Shibuya Parco outlet, in particular, is highly compatible with art and culture, attracting many youths and foreigners.

 

3. Fashion capital
They offer services to keep up with trends and changes.
To have flexibility to keep changing swiftly, help customers become “what they want to be”, and link happiness
In the term ended February 2023, sales increased 15.1% year on year to 34.03 billion yen.

 

◎ Measures and activities
(1) “LE PHIL” has posted substantial revenue growth for three consecutive terms since its creation.LE PHIL," which debuted in the spring/summer 2019 season, had expanded sales mainly through EC, but with the relaxation of countermeasures against COVID-19, it actively set up pop-up stores in its real stores, raising its recognition level and acquiring new fans across the country. In FY 2/2023, the company made a significant leap forward with sales of 900 million yen, up 92.4% from the previous fiscal year. The CAGR from FY 2/2020 to FY 2/2023 was 6.5% growth.
In March 2023, it opened a permanent outlet, the third of its kind, at the Nagoya Takashimaya department store, and in Hokkaido, it set up a pop-up store, the first of its kind in the region. The company intends to further step up aggressive sales activities as it plans to open more new permanent outlets in autumn.

 

(2) "ADORE" supports art through fashion
ADORE, which offers “360 degrees beautiful” items, collaborates with the ballet dancer Mizuka Ueno, an artist who expresses beauty.
The aim is to create new value through synergy effects brought by combining the two which take different approaches to beauty. Sales for the term ended February 2023 were up 45.5% from the previous year.
Part of sales is donated to art support organizations to contribute to development of art.

 

4. Digital generation
To develop contents for attracting the next generation.
To foster sympathy and enthusiasm with tangible and intangible unlimited contents
In the term ended February 2023, sales increased 6.0% year on year to 12.57 billion yen.

 

◎ Measures and activities
(1) “hueLe Museum” initiatives for OMO promotion
The "hueLe Museum" gives priority to stepping up live video distribution by actively using influencers and personal stylists. This leads to video distribution of higher quality and acquisition of new customers.
“STUMBLY”, one of the brands handled by “hueLe Museum”, has introduced a virtual fitting service on a trial basis as one of its OMO measures.
This enables the brand to offer a purchase experience comparable to one customers have at real stores because detailed textures of materials and sizes that fit set types of physique can be displayed.

 

(2) “CHAROL” opened a store for a limited period of time
“CHAROL," which is directed by the popular influencer Hinano, has developed mainly through online shopping, but recently it opened a shop that operates for a limited time only at the LUMINE Shinjuku commercial facilities. “CHAROL” aims at raising its recognition level and acquiring new customers.

4. Fiscal Year ending February 2024 Earnings Forecasts

【4-1  Earnings forecast】

 

FY 2/23

Ratio to sales

FY 2/24 Est.

Ratio to sales

YoY

Sales

154,456

100.0%

162,000

100.0%

+4.9%

SG&A

82,572

53.5%

86,100

53.1%

+4.3%

Operating income

2,329

1.5%

4,700

2.9%

+101.8%

Ordinary income

3,859

2.5%

5,500

3.4%

+42.5%

Net income

3,063

2.0%

3,500

2.2%

+14.3%

*Unit: million yen. This forecast was made by the company. The revenue recognition standards have been applied from FY 2/23.

 

Forecasted Increase in sales and profit
For the term ending February 2024, the company forecasts a 4.9% year-on-year increase in sales to 162.0 billion yen and a 101.8% year-on-year increase in operating income to 4.7 billion yen.
While there is a gradual normalization of economic activities due to the easing of restrictions on activities to cope with COVID-19, the company recognizes the risks associated with the situation in Russia and Ukraine, the impact of exchange rate fluctuations and price hikes.
The company expects sales to recover to a certain level and will invest heavily in growing areas such as e-commerce and athletic leisure as well as in highly profitable sales promotions.
In addition to the improvement in profitability achieved in previous fiscal years, the company expects profitability to rise further as a result of the implementation of these initiatives.
The company plans to pay a dividend of 15.00 yen per share, up 5.00 yen per share from the previous year. The company's expected dividend payout ratio is 36.1%. Acquisition of treasury stock is underway until September 2023.

 

5.Conclusions

Although there was an increase in sales and a decrease in profit, operating income increased and profitability improved after the exclusion of special factors such as subsidies recorded in FY 2/2022 and head office relocation expenses in FY 2/2023. While the company forecasts that sales will exceed the pre-pandemic level and reach an all-time high in the coming term, it expects to update its peak operating income in the current term.

 

On the other hand, despite the improvement in profitability, ROE has remained in the 3% range. It will be interesting to see if the company can further improve its profitability to raise PBR, which has fallen below 1.

 

 

 

<Reference1: Sustainability>

The company disclosed “Sustainability Storybook” in April 2022.
https://www.tsi-holdings.com/pdf/TSI_SUSTAINABILITY_20220418_FIX_ENG_REV3.pdf

 

The issues in the apparel field, material issues identified by the company, major initiatives, etc. are as follows.

 

(1) Issues in the apparel field
Major issues are the following four.

CO2 emissions

The CO2 emissions in the apparel industry are projected to augment over 60% between 2015 and 2030, reaching about 2 billion tons. This is equivalent to the annual CO2 emissions from 230 million passenger vehicles, worsening global warming.

Mass production and disposal

The disposal amount of textiles is about 92 million tons per year, and is projected to increase 57 million tons by 2030. The ratio of 3Rs (reuse, recycle, and repair) of clothes in Japan is as low as about 26%.

Water resources

For producing a piece of clothing, about 11 bathtubs of water is used, and also for cultivating cotton, a large volume of water is consumed.

The use of chemical substances in the dyeing process accounts for 20% of freshwater pollution.

It is said that clothing made of chemical textiles accounts for 60% of about 13 million tons of marine micro-plastic waste.

Human rights

It is said that forced labor and illegal working conditions are rampant in the value chain.

 

(Taken from the reference material of the company)

 

(2) Material issues of TSI
In three important fields, they have identified 9 material issues.

 

(Taken from the reference material of the company)

 

(3) Initiatives, goals, etc. for each field and each material issue
・3-1 Earth environment

Material issue

Commitment

①Climate change

To realize carbon neutrality

②Raw materials

To enhance the traceability of raw materials and select environmentally friendly materials

③Waste

To develop a recycling model to minimize waste

④Water resources

To reduce water consumption

 

①Climate change
They promote “the endeavor to achieve carbon neutrality.”
The company aims to reduce CO2 emissions by 30% by FY 2/2025 and achieve carbon neutrality by 2050.

 

(Taken from the reference material of the company)

 

* Actions

Action

Outline

Switch to renewable energy resources for electric power

For roadside stores, business establishments, offices, and factories where it is possible to choose electric power suppliers, the company will switch to electric power contracts with environmental value or zero-carbon contracts. When opening new stores, they consider it at the time of signing contracts.

Implementation of measures for realizing zero emissions

The company will take measures for rationalizing production output, by adopting the made-to-order production system, digitalizing sample production, strengthening the D2C brands, improving digital fashion, etc.

Development of an organizational structure for visualizing CO2 emissions in Scope 3

The company will establish a system for estimating emissions in Scope 3 by the end of FY 2/2023. For purchased products, they will try to visualize it while considering the differences in material based on Higg Index of SAC.

 

②Raw materials/④ Water resources
For curtailing water consumption while reducing CO2 emissions, they will switch to materials with low environmental burdens, such as “sustainable cotton,” and develop materials like Tag Fastener made of biodegradable plastics developed by Toska-Bano’k,which is its subsidiary

 

(Taken from the reference material of the company)

 

③Waste
To reduce the disposal amount of clothing to zero

 

(Taken from the reference material of the company)

 

* Actions

Action

Outline

Rationalization of production output

The company will review the manufacturing process by utilizing digital tools and develop a system for delivering necessary amounts of products to customers at reasonable prices timely in a necessary cycle.

Re-utilization of items that would be discarded

The company aims to increase the rates of reuse, recycling, upcycling, and sale of refurbished items.

 

Currently, the company engages in feasible measures in SCM Division, including the switch to environmentally friendly secondary materials for product packages, tags, hanger covers, and shopping bags.
From now on, SCM Division plans to cooperate with the business section of each brand and implement more company-wide measures linked with the strategies for business and SDGs.

 

・3-2 Human resources

Material issue

Commitment

⑤Diversity

The company will develop an environment in which all of diverse employees can flourish.

⑥Health and safety

The company will safeguard the physical and mental health of each employee, which is the source of value.

⑦Degree of happiness of employees

The company will create value so that employees will be financially satisfied, feel mentally fulfilled, achieve self-realization, and grow.

⑧Fair labor

The company will respect the human rights of all people involved in the supply chain who will contribute to the creation of value.

 

⑤ Diversity
The company will develop an environment for realizing a good work-life balance with diversity and flexibility.
The major KGIs and goals are as follows.

 

(Taken from the reference material of the company)

 

⑥ Health and safety
While establishing systems in accordance with laws and regulations, the company flexibly implements various measures for protecting the daily lives of employees.
They recommended telework in all offices in Japan and reduced working hours.

 

(Taken from the reference material of the company)

 

⑤Diversity/⑥ Health and safety
They are making efforts to secure mental and physical health and actualize diversity & inclusion.

 

(Taken from the reference material of the company)

 

➆ Degree of happiness of employees
The company conducts a survey on the satisfaction level of employees (eNPS), in order to develop an environment in which each employee can work on tasks flexibly by utilizing diversity.
Based on the survey results, each business section implements measures for improving the labor environment.

 

(Taken from the reference material of the company)

 

⑧Fair labor
In order to realize fair labor, the company revised the regulations for behavior of business partners in January 2022 and engages in activities for diffusing them among suppliers.
From now on, the company will increase the range of subjects, establish a system for managing and operating them, and promote activities for protecting the human rights of partners and factory staff who will keep creating value.

 

(Taken from the reference material of the company)

 

・3-3 Society

Material issue

Commitment

Local communities

The company will contribute to the preservation of local communities and the earth environment by utilizing its own technology and know-how and promote activities for the next generation.

 

While collaborating and cooperating with various local partners, the company is making efforts to solve local issues, vitalize and develop each region through its business.
It concluded a comprehensive cooperation agreement with Kamikawa Town, Hokkaido, with the aim of developing a region where new value is created.

 

(4) CSR
Basic policy for CSR

Under the corporate philosophy: “We create value that brightens the minds of people through fashion, and share the pleasure of living tomorrow with society,” we will build a sustainable society together with all kinds of stakeholders through business activities.

 

Under this basic policy, they engage in the following activities.
*The “Happiness For All” project by JILL by JILLSTUART × International NGO Plan International
This is a collaborative project with the NGO, which operates activities in over 70 countries, for the purpose of realizing a society free of poverty and discrimination. The company made a donation according to the purpose of subject products.

 

*Donation of clothes to the areas devastated by the heavy rain and the evacuation sites in Atami City
The company sent clothes, such as T-shirts and tank tops to the evacuation sites in the wake of the heavy rain in Atami City in July 2021.

 

*Humanitarian support for Ukraine
The company donated 10 million yen via “Relief for the Humanitarian Crisis in Ukraine” of Japanese Red Cross Society.
In addition, the company produces and sells mugs, and organizes a project of printed T-shirts for charity, etc. to give donations.

 

(5) Management system
In order to establish a business operation system suited for a global apparel company, the company is developing a structure for maintaining soundness and transparency and making decisions swiftly and strengthening the internal control system for complying with laws and regulations thoroughly and controlling risks.
Through these activities, the company enhances the corporate governance further while building good relationships with the stakeholders.

 

*Corporate governance system
As an organizational structure, the company adopted a company with auditors. Three out of 7 directors are outside ones, who are all independent executives. Three out of 4 auditors are outside ones, who are all independent executives.
They think that this structure is optimal as of now but will think of improving it according to the situation when necessary.

 

*System for attaining SDGs
The company established a division for attaining SDGs, drew up a policy for it, and is striving to make it known to related sections.
Regarding important projects, the sustainability committee, which is composed of mainly outside directors, discuss them, and the board of directors makes decisions.

 

<Reference2: Regarding Corporate Governance>

◎ Organization type, and the composition of directors and auditors

Organization type

Company with company auditors

Directors

7 directors, including 3 external ones (including 3 independent executives)

Auditors

4 auditors, including 3 external ones (including 3 independent executives)

 

◎ Corporate Governance Report
The latest update: June 12, 2023

 

<Basic concept>
The Company seeks to enhance its internal control, including rigorous compliance with laws and regulations and risk management, and develop a structure that enables decision-making that is highly sound, transparent, and swift in order to build a business operation system befitting a fashion and apparel company engaged in business globally, under the corporate philosophy that “we create value that lights up people’s hearts through fashion and share the happiness of living tomorrow together with society.” Through these initiatives, we will make efforts to keep our corporate value growing, which is our basic business policy, to enhance our corporate governance further while building good relationships with our stakeholders.

 

<Reasons for not following the principles of the Corporate Governance Code (excerpt)>
[Principle 1-4. Strategic shareholding]
To run our operations smoothly and maintain and improve our business relationships, the Company strategically holds shares that would contribute to the enhancement of our corporate value after comprehensively considering the medium/long-term economic rationality and future prospects.
The appropriateness of strategic shareholding will be periodically examined and reported to the Board of Directors. For shares whose effects are fading, we will reduce the number of shares held after taking into consideration the situation of the target companies, such as dividends.
When exercising voting rights, the Company comprehensively decides to vote in favor or against each of the proposals based on whether it is consistent with the purpose of strategic shareholding and whether it contributes to the maintenance and improvement of the corporate value of the target company and the shareholder value.
 

 

<Disclosure based on the principles of the Corporate Governance Code (excerpt)>
[Principle 2-3. Issues related to sustainability, mainly social and environmental issues]
[Supplementary Principle 2-3-1]
[Principle 3-1.-Enhancement of information disclosure]
[Supplementary Principle 3-1-3]
[Principle 4-2. Roles and responsibilities of the Board of Directors (2)]
[Supplementary Principle 4-2-2]

 

(1) The Company’s Sustainability Efforts
The Company released the sustainability statement, “Creating a Sustainable Future with Fashion Entertainment: Beautiful Planet Earth, Radiant Society, and Happy Life,” and set up material issues and key goal indicators (KGIs) as the foundation for generating sustainable happiness in the long term through its business activities.
We set up the SDGs Promotion Office in September 2021 to promote sustainability activities while proactively working to build in-house systems and raise the awareness of employees.
For reports on specific activities, please see SUSTAINABILITY STORY BOOK.

 

「SUSTAINABILITY STORY BOOK」
(https://www.tsi-holdings.com/pdf/TSI_SUSTAINABILITY_20220418_FIX_ENG_REV3.pdf)

 

Our responses to the TCFD recommendations and human rights policies are disclosed on the Company’s website.

 

“Information Disclosure Based on the TCFD Recommendations” (https://www.tsi-holdings.com/pdf/221012_TCFD.pdf)

 

“Establishment of TSI Holdings’ Group Human Rights Policy” (https://www.tsi-holdings.com/pdf/230215_Human%20Right.pdf)

 

(2) Investment in human capital and intellectual property, etc.
(i) Investment in human capital
People are the source of value in our business activities and our greatest asset.
By setting diversity, employee wellbeing, health and safety, and fair labor conditions as part of our essential material issues, we will strive to improve the environment to enable all staff working together to thrive happily both physically and mentally.
Furthermore, to deal with the era of change, the Company will invest in employee education, training, and development. We will establish programs through which employees acquire needed skills, by enhancing job rotations, training schemes, and self-learning systems to develop a multi-skilled workforce.

 

(ii) Investment in intellectual property
For the Company, which operates a brand business, intellectual property, mainly trademark rights and copyrights, is crucial for business administration. Intellectual property constitutes the foundation of creative value to be delivered to customers as we seek to achieve the goal of “Creating worldwide sympathy and social value with the power of fashion entertainment,” which was established as the purpose of the medium-term management plan “TSI Innovat-ion Program 2025 (TIP 25).”
We will not only develop superior designs and brands, but also proactively invest in expertise, such as business models and communication design know-how, to deliver a customer experience that exceeds their expectations.

 

[Principle 2-4. Ensuring diversity within the Company by promoting the active participation of women, etc.]
[Supplementary Principle 2-4-1]
(1) Ensuring diversity
The TSI Group will create a diverse environment where anyone can thrive by actively promoting initiatives to realize diversity and flexibility in work and life for all in a manner that suits each one of them.

 

(2) Voluntary and measurable goals for ensuring diversity, and their statuses
(i) Promotion of women to managerial positions
While female employees accounted for 27.0% of the total number of managers at the Company at the end of February 2022, we have set a goal of raising the ratio to 40% by the end of February 2025.
(ii) Promotion of employees of foreign nationalities to managerial positions
Although we have yet to set any goal for promoting employees of foreign nationalities to managerial positions, we will continue to review this subject internally.
(iii) Voluntary and measurable goals for the promotion of mid-career hire employees to managerial positions and their status
There are no goals for the promotion of mid-career employees to managerial positions. Still, we have established diverse work systems (a flextime system, a reduced working hours system, and a second job system) and various training programs to accommodate individuality within the TSI Group which brings together companies with different organizational climates and cultures. We operate our personnel system appropriately while introducing internal recruitment and job rotation schemes and flexibly accepting diversity in work duties, job category, and work experience.

 

(3) Human resources development and in-house environment improvement policies to ensure diversity, and their statuses
(i) Human resources development policy to ensure diversity
To ensure diversity in promoting core personnel, we evaluate and promote employees solely based on their skills regardless of gender, age, and nationality.
Moreover, in addition to hiring new graduates, we actively hire highly skilled mid-career professionals, including those from other industries. As for promoting female employees to managerial positions, we will proactively work to raise further the ratio of female employees in managerial positions, which is already over 25% of all managers in the Group.
Moreover, while more than 100 foreign national employees already work for the Group as a whole, mainly at overseas subsidiaries, we intend to avidly conduct recruitment activities to further secure highly skilled professionals as we focus on expanding the overseas business in the coming years.
(ii) Improving the environment to enable diverse employees to thrive further
To allow diverse employees to exert their skills fully in accordance with their own lifestyles, the TSI Group takes measures, such as applying flexible work hours and work formats, revising pay levels, and easing the burden of shop work clothes, among other employee welfare matters, and it will continue to improve its measures in the future.
(iii) Promotion of diversity and inclusion
We aim to enable each of our employees of different backgrounds varying in gender, age, nationality, and physical and mental conditions to thrive according to their characteristics, skills, and conditions. Thus, we will work to reform awareness of all our employees to create a culture that respects diversity and an environment where diverse employees can grow, be motivated, and thrive.
(iv) Status of efforts to ensure diversity
The following efforts are in progress to ensure diversity in accordance with employees’ characteristics.
◎ Active participation of women

While female managerial positions accounted for 24.3% of all managerial positions in the Group at the end of February 2023, we set the goal of raising the ratio to 40% by the end of February 2025 and strive to recruit and promote employees to increase the ratio of female managerial positions among highly senior positions.

 

◎ Further employment of workers of foreign nationalities
Employment of workers of foreign nationalities by the Group has been growing year after year, and we are now in the process of employing workers of foreign nationalities in a more planned manner.

 

◎ Utilization of elderly professionals equipped with experience and past achievements
The Group is working to proactively employ personnel up to age 65 and continues to recruit and promote employees irrespective of age. Thus, it has an increasing number of employees aged 65 or above.

 

◎ Empowerment of people with disabilities
To date, the Group, mainly its special subsidiary companies, has avidly empowered people with disabilities. Its employees with disabilities accounted for 2.58% of the total workforce at the end of February 2023. From now on, we will seek to generate work satisfaction for them in ways more directly linked to operations.

 

◎ Promotion of understanding of LGBT
To date, the Group has had a culture with a high level of understanding of LGBT, different surnames for married couples, and common-law marriage and is now in the process of eliminating gender-based discrimination by comprehensively reviewing and amending various packages, such as the congratulatory/condolence cash gift rules (including wedding congratulation cash gifts).
Moreover, the Group is working on the following initiatives that focus not only on employee characteristics, but also on workstyle diversity.

 

◎ Developing diverse workstyle systems such as reduced working hours and remote work
The Group has developed rules and systems to realize more diverse work styles than before. These include developing work systems such as reduced working hours ranging from 30 minutes to four hours, a staggered working hours system that allows employees to start working at any time from 8:00 to 13:00, a flextime system, and lifting the ban on second jobs as well as providing subsidies for telework environment maintenance. In addition, we are working on reviewing and amending these systems and establishing new ones.

 

◎ Creation of a work environment and systems that accommodate pregnancy, giving birth, and child-rearing
We achieved 100.0% in childcare leave taking ratio and 98.2% in return from childcare leave ratio through the above-mentioned reduced working hour system that allows employees to work from 30 minutes and up to four hours, helpful measures including offering the reduced working hours system for workers taking care of children until the child graduates from elementary school, and thorough communication when employees return to work. We are constantly making improvements to maintain and promote these conditions.

 

◎ Creating a system for balancing nursing care and work
We work to address work restrictions due to nursing care, hospital visits, and treatment as they will likely grow in the future, including providing flexible hospital visit leave, in which the maximum number of days of nursing care leave, which is currently 93 under applicable laws, will be extended to 365.

 

[Principle 5-1. Policy for constructive dialogue with shareholders]
As a policy regarding system development and initiatives to promote a constructive dialogue with shareholders, the Representative Director overseeing investor relations, general affairs, and finance will be responsible for the overall dialogues with shareholders and will cooperate actively with relevant internal divisions that assist the dialogue by exchanging information properly. To promote a constructive dialogue with shareholders, we will not only arrange for opportunities to have one-on-one meetings, but also hold briefing meetings. Furthermore, as a means of managing important matters in dialogue with shareholders, we will work to prevent the leakage of insider information by ensuring that the internal information and insider trading management rules are well known and thoroughly enforced.

 

Principle 5-2. Establishing and Disclosing Business Strategies and Business Plans
Upon identifying its capital cost, the Company establishes its business strategy and presents and explains its outline at the general shareholder meetings and the financial results briefing meetings. To achieve our strategy, we regard various measures such as capital investments as a crucial factor in the decision-making process.
Following the announcement of “Action to Implement Management that is Conscious of Cost of Capital and Stock Price” by the Tokyo Stock Exchange (TSE) on March 31, 2023, we believe that the Company’s important management objective is to raise the price-to-book ratio, which is currently lower than the level required by TSE. We will disclose and implement specific measures to raise the Company’s stock price in the near future.

 

[Supplementary Principle 5.2.1]
In the medium-term management plan, TSI Innovation Program 2025 (TIP25), we have disclosed the entire program, including the basic policy on the business portfolio.

 

「Medium-Term Management Plan: TSI Innovation Program 2025」
https://www.tsi-holdings.com/pdf/220414_Medium-term_management_plan2025.pdf

 

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