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Notice regarding changes in consolidated subsidiaries (stock transfer), recording of extraordinary profits, and revisions to business forecasts


SB Technology Corp.

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At the board of directors meeting held today, the Company announced that it would transfer the shares held by the Company of Fontworks, Inc. (hereinafter referred to as "Fontworks"), a consolidated subsidiary of the Company, to Monotype Co., Ltd. (Headquarters: Chiyoda-ku, Tokyo, Japan) as follows. (hereinafter referred to as "Monotype Japan Corporation") (hereinafter referred to as "Share Transfer"), and intangible fixed assets related to Fontworks' business to Monotype Imaging Inc. (Headquarters: Massachusetts, USA, hereinafter referred to as "Monotype U.S. Headquarters"). We would like to inform you that we have passed a resolution regarding the transfer (hereinafter referred to as the "Asset Transfer" and collectively referred to as the "Transfer" together with the Share Transfer). As a result, Fontworks will no longer be a consolidated subsidiary of our company.
In addition, in line with the above, we plan to record extraordinary profits in the second quarter of the fiscal year ending March 2024. We would like to inform you that the consolidated business forecast for the period from March 31, 2024) has been revised as follows.

Record

I. Regarding the recording of extraordinary profits and revisions to business forecast figures

1. Regarding recording of extraordinary profits

As a result of this transfer, we plan to record 6,200 million yen (approximately) as a gain on the sale of subsidiary stocks and a gain on the transfer of intangible fixed assets as extraordinary income in the second quarter of the fiscal year ending March 2024.

2. Regarding revisions to full-year consolidated earnings forecasts

(1) Revision of consolidated performance forecast figures for the full year ending March 2024 (April 1, 2023 to March 31, 2024)

amount of sales
(One million yen)
Operating income
(One million yen)
Ordinary profit
(One million yen)
Net income attributable to owners of parent company
(One million yen)
Net income per share
(Yen coin)
Previously announced forecast (A)

69,000

6,400

6,350

3,950

197.68

This revised forecast (B)

68,000

5,900

5,750

8,200

410.37

Increase/decrease amount (B-A)

△1,000

△500

△600

+4,250

-

Rate of change(%)

△1.4%

△7.8%

△9.4%

+107.6%

-

(Reference) Previous period results
(Fiscal year ending March 2023)

67,227

5,557

5,499

3,497

175.03

(2) Reasons for revision of earnings forecasts

Regarding the consolidated business forecast for the fiscal year ending March 2024 announced on April 27, 2023, due to Fontworks being removed from the scope of consolidation, business results after October 2023 are no longer expected, and due to this transfer. Due to the impact of extraordinary profits that are scheduled to be recorded, the above revisions have been made. Furthermore, we are continuing to closely examine future trends on the business front.

*The above forecasts were created based on information available as of the date of publication of this material, and actual results may differ from forecasts due to various factors.

II. Regarding changes in consolidated subsidiaries (stock transfer) and transfer of intangible fixed assets

1. Reason for this transfer

Our group's management policy is to "grow significantly," and in June 2013 we consolidated Fontworks, which plans, develops, and sells digital fonts (typefaces), as well as provides software development, technical services, OEM, etc. It became a subsidiary. Fontworks has contributed to the expansion of our group's business in the e-commerce field, but business growth through synergy with our company in the digital font business and e-commerce field has run its course, and our group's strategy is to focus on cloud security. We are shifting our focus to
Under these circumstances, we decided that business operations under Monotype's U.S. headquarters and Monotype Japanese subsidiary would be beneficial for both sides, providing an environment in which Fontworks could pursue business synergies, including further growth and global expansion, and decided on this project. We have agreed to the transfer.
The shares of Fontworks held by our company will be transferred to Monotype's Japanese corporation, and some of the intangible fixed assets such as patents and trademarks related to Fontworks' business will be transferred to Monotype's U.S. headquarters.

2. Overview of the subsidiary to be transferred (Fontworks, Inc.)

(1) Trade name Fontworks, Inc. Inc.
(2) Location 5F Nisshin Aoyama Building, 3-2-4 Kita-Aoyama, Minato-ku, Tokyo
(3) Title and name of representative Representative Director and President Ai Harada
(4) Business details Planning, development, and sales of digital fonts (typefaces), software development, technical services, OEM, etc.
(5) Capital 120 million yen
(6) Date of establishment August 9, 1993
(7) Major shareholders and shareholding ratio SB Technology Corp. 100.0%
(8) Relationship between the listed company and the company concerned Capital ties As stated in (7) above, the Company owns 100% of the issued shares of the company.
personal relationships Three of our directors and one executive officer serve concurrently as directors of the company. In addition, one of our employees serves concurrently as Corporate Auditor of the company, and two employees seconded from our company to the company are directors of the company.
business relationship Our company borrows funds from the company and undertakes operations such as system operation.
(9) Business results and financial condition of the company for the past three years
Fiscal year end March 2021 Fiscal year ending March 2022 Fiscal year ending March 2023
net worth

2,844 million yen

3,281 million yen

3,803 million yen

Total assets

3,322 million yen

3,726 million yen

4,272 million yen

Net assets per share

14,224,803.59 yen

16,406,449.14 yen

19,018,485.23 yen

Net sales

1,701 million yen

1,775 million yen

1,946 million yen

Operating income

724 million yen

616 million yen

751 million yen

Ordinary profit

715 million yen

619 million yen

755 million yen

net income

467 million yen

416 million yen

522 million yen

Net income per share

2,339,951.49 yen

2,080,702.06 yen

2,612,036.09 yen

Dividend per share

0 Yen

0 Yen

0 Yen

3. Overview of the recipient of this stock transfer

(1) Trade name Monotype Co., Ltd.
(2) Location 5th floor, MG Ichigaya Building, 1-9 Gobancho, Chiyoda-ku, Tokyo
(3) Title and name of representative Representative Director and President Ninan Chacko
(4) Business details
  1. Sales, import/export, management, maintenance, and guidance of software related to image processing such as fonts, printer drivers, and color imaging.
  2. All operations related to the previous issue
(5) Capital 10 million yen
(6) Date of establishment December 2004
(7) Net assets 1,224 million yen (December 2022)
(8) Total assets 4,137 million yen (year ending December 2022)
(9) Major shareholders and shareholding ratio Monotype Imaging Inc.100%
(10) Relationship between the listed company and the company Capital ties Not applicable.
personal relationships Not applicable.
business relationship Not applicable.
Applicability to related parties Not applicable.

4. Overview of the party to whom the Assets will be transferred

(1) Trade name Monotype Imaging Inc.
(2) Location 600 Unicorn Park Drive, 4th Floor, Woburn, MA 01801
(3) Title and name of representative Chief Executive Officer Nainan Chacko
(4) Business details
  1. Design, development, sales, import/export, management, maintenance, and guidance of software related to image processing such as fonts, printer drivers, and color imaging.
  2. All operations related to the previous issue
(5) Capital $1USD
(6) Date of establishment September 1999
(7) Net assets 50,374 million yen (year ending December 2022)
(8) Total assets 112,097 million yen (year ending December 2022)
(9) Major shareholders and shareholding ratio Monotype Imaging Holdings Corp – 100%
(10) Relationship between the listed company and the company Capital ties Not applicable.
personal relationships Not applicable.
business relationship Not applicable.
Applicability to related parties Not applicable.

5. Number of shares to be transferred, transfer price, and status of owned shares before and after transfer

(1) Number of shares owned before change 200 shares
(Number of voting rights: 200)
(Voting rights ownership ratio: 100.0%)
(2) Number of transferred shares 200 shares
(Number of voting rights: 200)
(3) Number of shares owned after change 0 shares
(Number of voting rights: 0)
(Voting rights ownership ratio: 0.0%)

6. schedule

Board of Directors resolution date July 19, 2023
Transfer contract conclusion date July 19, 2023
Transfer execution date September 1, 2023 (planned)

Contact information for inquiries from media regarding this matter

○ SB Technology Corp. Corporate Planning Division Corporate Planning Department
Email: sbt-ir@tech.softbank.co.jp