Terrie's Take 970 - Imploding "One-Man-Shacho" Listed Companies, e-biz News from Japan

Terrie's Take terrie at mailman.japaninc.com
Mon Nov 19 00:55:26 JST 2018

** * * * * * * * TERRIE'S TAKE - BY TERRIE LLOYD * * * * * *
A weekly roundup of news & information from Terrie Lloyd, a long-term
technology and media entrepreneur living in Japan.

General Edition Sunday, Nov 18, 2018, Issue No. 970

- What's New -- Imploding "One-Man-Shacho" Listed Companies
- News -- Bank Of Japan assets exceed nation's annual GDP
- Upcoming Events
- Corrections/Feedback -- The real story behind Mitsubishi Regional Jet?
- Travel Picks -- Plum blossoms in Takao, Montsuki outfits in Kyoto
- News Credits

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+++ Imploding "One-Man-Shacho" Listed Companies

One distinctive feature of many Japanese publicly listed  companies that
are still run by the founder or someone who has the same level of autonomy,
is the tacit "permission" those leaders get, to use company money as they
wish, with very little objection from shareholders, staff, or other
stakeholders (e.g., the government or business regulators). Usually the
diversion of funds will be modest initially and be connected to a pet
project of the CEO, such as a new business, a countryside company property,
investment in a friend's company, a girlfriend, or something similar. If
everyone is lucky, the amounts remain modest.

Given that it's so common, most stakeholders see the spending as almost
therapeutic (for the CEO) and thus inevitable, so long as it's not
materially damaging to the company. Of course, the bigger the company, the
higher the pain point and thus the bigger the numbers on the spending can
be. In the end, the practice is a trade-off with the CEO so as to keep
him/her engaged in the primary business, and is a function of the fact that
not many founders sell their companies here. This aspect of Japanese
stakeholder pragmatism is an anathema to foreign investors, and perhaps is
one of the main reasons why foreign funds have been pushing to get proper
corporate governance rules passed in Tokyo. Unfortunately, while such rules
have been legislated, they have no teeth, and so corporate captains
continue to run their businesses as if they were personal play pens (and
personal piggy banks).

The worst kind of founder spending, though, is that performed by a leader
who thinks that they are actually helping the company, usually for a
business that isn't growing, by directing corporate funds into unrelated
"rescue" activities in order to increase overall revenues and profits. This
was a feature of the financial bubble in the late 1980's, when the leaders
of a number of well-known but struggling major companies either personally
or through their immediate offices, engaged in "zaiteku" or financial
speculation to prop up their P&Ls. One of the best known examples was at
Olympus, finally ending with a foreign CEO blowing the whistle on the
decade-long cover up of the resulting losses.

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[...Article continues]

Privately, we saw a similar example about 10 years ago, when the Systems
Integration giant, CSK, was being run by an ex-Nomura executive, Masahiro
Aozono, who had assumed control after the death of the company's founder a
few years before. Mr Aozono was not only *not* interested in the
essentially boring business of IT, but he also had ambitions of becoming
one of Japan's celebrity CEOs. Because CSK's senior management had under
the by-then-dead founder, Isao Okawa, been used to letting the CEO do his
own thing with company money (actually, often with good results), they also
sat back when Aozono decided that he'd turn CSK into a securities and
investment firm instead of continuing with just IT.

As a result, in 2008 CSK acquired Cosmo Securities and Aozono redirected a
huge sum of CSK funds, said to be around JPY40bn, into investments that
blew up in aftermath of the Lehman Shock. CSK's balance sheet was
devastated, and Aozono, a proud man, was forced to fall on his sword in
2009. Barely two years after that, CSK was sold off at a fire sale price to
Sumitomo. Had there been a decent board of external directors practicing
diligent corporate governance, maybe Okawa's legacy would still be alive
and well today.

Why are we pointing this out? Well, in the news this last week a listed Gym
operator called Rizap announced that it faces a JPY7bn loss due to bad M&A
deals. Out of interest we started researching this company and found that
it checks all the boxes for rampant spending by an out-of-control CEO. Now,
we're not saying that the CEO, Takeshi Seto, is in fact out of control
because we don't know him personally, but it is pretty clear that he has a
huge ego and that he has been supplementing his under-performing core
business by practicing the modern equivalent of Zaiteku. Therefore, in the
absence of good external corporate governance, the result has been the same
as if he was out of control.

Backing up a bit, Rizap started off as a health food mail order company in
2003, then moved into body shaping and gyms over the following decade.
Somewhere along the way, Seto discovered that he could pump up the revenues
and profits of the business by taking over weaker competitors and (we
suspect), by doing some financial maneuvering by bundling into the purchase
price some of the initial future operating costs of those acquisitions,
while booking them as healthy assets on the balance sheet. This is a common
tactic for companies focusing on frequent M&A, but it only works if you
have a strong source of cash, because the restructuring has to be funded
from somewhere. In Rizap's case, the funds came from stock market
placements - which depended on high stock valuations, which in turn of
course depended on investor demand and a good story to tell those investors.

Then, a bit later, in 2016, the company hit on an even better strategy to
boost its public image (and stock price), by accounting the difference of
an asset's purchase price (Seto would buy "low") against the stated book
value, as paper profits - described as "negative goodwill". This formula
worked really well, and while the company was still nominally in the health
business, in fact 60% of its profits were coming from these questionable
acquisitions. Unfortunately, so many of the assets were actually impaired,
the M&A window dressing [Ed: by "window dressing" we are using the
figurative sense and not the legal definition] became exposed.

The big problem with Rizap is that the CEO was really running an investment
company, but probably rightly assessed at the start of his journey that he
wouldn't get support from his management team and investors if he came
right out and said so. Instead, he created a loose strategy of a customer
"self improvement" industry, and saw to it that his M&A activities would
all be logical progressions of the strategy. Unfortunately, without the
restraints of effective external directors and proper corporate governance,
the illusion of his emperor's clothes approach became ever more elaborate,
until finally something had to break.

Well informed and empowered external directors would have particularly
protested some of the more senseless acquisitions. For example, the free
paper Pado. Seto's rationale for buying the paper was no doubt that it
allowed cross-marketing of the many businesses that Rizap was in, targeting
consumers directly. However, as anyone who has been in the paper publishing
business could have told him, publishing is an expensive business, and
producing a paper magazine in an age of digital has broken many a CEO. The
mere fact that Seto was so tempted to buy Pado, which is a famous brand
with nominally millions of readers (no one really knows), tips us off to
the likelihood that he is probably ego-centric, and thus unable to restrain
his own impulses.

Another point that suggests Rizap's management is self-delusional is that
the company doesn't seem to understand the science of its own stated
business - consumer "Self Investment". Rizap has long argued that customers
will spend far more with Rizap to take its high-performance programs rather
than sticking with the much lower fees of competitors. Indeed, Rizap tries
to charge 5-6 times more for a slick work-out course that you can easily
get at any competent ordinary gym.

As evidence of what we believe is their lack of basic understanding of
their own business, on Page 20 of a Fisco (the research company) report at
the start of this year, there was a Rizap-supplied diagram with Maslow's
Hierarchy of Needs on it. Readers will know that we are strong believers in
this framework, and sure enough, Rizap is using it incorrectly. The company
says it is helping customers to "self actualize", but in fact, its
marketing methods clearly target the layer below, which is the Self Esteem
layer. In fact, as far as Maslow is concerned, self actualized people are
unlikely to even be  motivated by self-image marketing, so there would
hardly be any point in targetting them.

Our assessment of Rizap is that while the CEO probably has been a shrewd
investor, he's also a one-man (or two-man) zaiteku operation with 7,000
un-involved staff. And in this respect, he appears to have led his company
and its investors on a flight of fancy. The company's shares had a
stop-loss on them last week after falling 50% in 3 days, and we imagine
that this is just the start of the rout. We would not want to be
shareholders of this firm as it tries to deal with the fall-out and in
particular when it finds that many of the "assets" that it has acquired are
probably worth even less than book value when it comes to selling them.

Will the company survive this? Maybe. It depends on whether some of the
genuinely good hires the CEO made (such as the COO) will stay after the
current turmoil.

...The information janitors/


+++ NEWS

- Post Office is mortal after all
- Tests and degrees for farmer, fishermen visas?
- Long-lost Oswald Rabbit movie found in Japan
- Bank Of Japan assets exceed nation's annual GDP
- But the banks are still doing fine

=> Post Office is mortal after all

Japan Post, a semi-privatized company favored by law over private delivery
companies because of its "national infrastructure" role and network, has
started to pull back from its public responsibilities, in an effort to make
a profit. One of the first noticeable restructuring moves has been the
changing of a law requiring the Post Office to deliver physical mail 6 days
a week. The new situation will be mail just 5 days a week. The reason being
given is that the Post Office is struggling to find delivery people (as is
everyone else). ***Ed: If this law modification is passed, and the Post
Office no longer can hold itself up as providing essential public services,
then it should also lose some of the privileges it has enjoyed as well. One
that comes to mind is the permission to park in no-parking zones while
pickup up and dropping off parcels. For regular delivery companies trying
to use the same zones, parking fines are the result.** (Source: TT
commentary from asia.nikkei.com, Nov 17, 2018)


=> Tests and degrees for farmer, fishermen visas?

The government is working on the administration and processes that will be
used to recruit blue collar workers into its new Type One working visas.
This is presumably to avoid creating opportunities for people traffickers
looking to cash in on the anticipated demand. The basic idea is that work
visa applicants will have to pass a trade/skill proficiency test, meaning
that only those who've actually worked or studied in a particular line of
work will get visas. ***Ed: In the case of fisherfolk, this probably makes
sense. Had to laugh, though, at one think tank's suggestion that blue
collar workers should also be required to be college graduates as well.
Although people in the farming sector do study for agricultural degrees,
the number of graduates willing to do manual labor jobs in Japan will be
just a fraction of graduates, and thus would defeat the purpose of the
easing.** (Source: TT commentary from japantimes.co.jp, Nov 16, 2018)


=> Long-lost Oswald Rabbit movie found in Japan

Bet you didn't know that before Mickey Mouse at Disney, there was Oswald
the Lucky Rabbit? Apparently Disney started his animation business with the
rabbit and produced 26 short movies before losing ownership of the
character to a defecting senior manager, to Universal Studios. In fact, if
it wasn't for the loss of Oswald, Mickey may never have been born. Of the
26 shorts, which were run in picture houses at the end of the 1920's, 7
were lost for generations. Luckily, a 2-minute short entitled "Neck n'
Neck" was found in the archives of a movie buff here in Japan just
recently. The avid collector, Yasushi Watanabe, apparently bought the reel
at a wholesale market just after the War, and has had it in storage ever
since. Fans can now see the reel at Kobe Planet Film Archive. ***Ed:
Fascinating background story here. Read the original source for more
info.** (Source: TT commentary from smithsonianmag.com, Nov 16, 2018)


=> Bank Of Japan assets exceed nation's annual GDP

Ever wonder why the stock market is at a record high, and yet the average
man in the street is still pinching pennies? The answer is that the stocks
are being artificially boosted by record purchases by the Bank of Japan,
along with their buying of Japan Government Bonds and other financial asset
classes. In fact, the BOJ has been so busy copying and exceeding the
Quantitative Easing (QE) program that the US government introduced more
than a decade ago (and which it is now tailing off) that it owns assets
worth more than the value of Japan's annual GDP...! Think about that. The
BOJ holds about JPY553.6trn of financial paper, and in many cases is the
biggest investor in each class. ***Ed: There are mixed messages about
whether the BOJ is now planning to follow the US lead in tailing off its QE
efforts, or whether its governor is going to be obsessed with hitting 2%
inflation before giving up. Our take is that the Abe government will
implement the increase in consumption tax to 10% next year, and the BOJ
will be obliged to continue propping up the markets as consumer spending
takes a dive.** (Source: TT commentary from cnn.com, Nov 13, 2018)


=> But the banks are still doing fine

One of the arguments for the BOJ to tail off its quantitative easing
program is that it is competing with the nation's banks for bond business,
and hurting their profits and eventually even their stability. Yet, this
argument is belied by reports that all the top banks in the nation are
enjoying significant profit rises thanks to a recovery in corporate
earnings, thus creating a demand for funds for reinvestment and for cash
flow, and also thanks to contributions by bank-group-related securities
firms. Combined, the consolidated net profits of the top 5 banks was 10.6%
up in 1H, compared to the same 6-month period last year. ***Ed: And for
this reason, we suspect that the BOJ WILL continue its QE program for
now.** (Source: TT commentary from the-japan-news.com, Nov 16, 2018)


NOTE: Broken links
Some online news sources remove their articles after just a few days of
posting them, thus breaking our links -- we apologize for the inconvenience.



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=> In TT-968 we wondered if the Mitsubishi Regional Jet (MRJ) is somehow
tied in with Mitsubishi Heavy Industries’ overall military ambitions. A
reader gives his take on what is probably happening behind the scenes.

*** Reader says:

MRJ origins go back to 2002, when MHI knew for sure that it would be making
the wings for Boeing’s 787. These wings are made of state-of-the-art carbon
fiber reinforced polymer (CFRP), stronger and lighter than aluminum. An
unbroken record of previous failure notwithstanding (ref. YS-11, MU-2,
MH2000), MHI has always dreamed of being an aircraft manufacturer (again –
after all, they built the Zero) rather than just the world’s best aviation
subcontractor, which, to give credit where credit is due, they may be, at
least in terms of quality.

MHI convinced Tokyo to green light the MRJ in 2003 – and to give them
JPY50bn of taxpayer money – for two reasons: national prestige and keeping
Japanese civilian aerospace from literally dying out. Some of the engineers
on the MRJ were YS-11 guys pulled out of retirement to pass along what they
knew to the young, inexperienced Japanese engineers at MHI.

MHI promised, nay, guaranteed that the MRJ would revolutionize the industry
segment by being at least 20% more fuel-efficient than any competitor. The
key to this feat was making the world’s first CFRP airplane in its class –
with a first-in-service “game changing” new engine (geared turbofan) by
Pratt & Whitney as a bonus. The original plan called for a prototype flying
in 2007 and EIS (entry into service) in 2010.

Whether these ambitious targets were wildly naive or flat-out lies remains
a hotly-debated subject in Japan’s aerospace-watching underground. In any
event, MHI set up its subsidiary, Mitsubishi Aircraft Corporation (or MAC,
but it’s really just MHI), in 2008 to build the supposedly 100% CFRP jet.
The money came from MHI, Toyota, Mitsubishi Corp. and a half-dozen or so of
Big Japan’s usual suspects. The EIS was now 2013 and this is where the
story gets interesting.

Within a year, MHI discovered that for extremely technical reasons we won’t
go into here, the MRJ could not be made of CFRP. MHI’s technology for its
F-2 fighter and Boeing’s 787 simply would not work for a regional jet: not
the wings, not the fuselage: nothing. The key rationale for the entire
program – and the only way to differentiate the MRJ from its competitors,
was obliterated. To make matters even worse, if that was possible, it was
obvious even then that someone else, not the MRJ, would be first-to-market
with the new engine (in fact, the PW1000G engine started commercial use in
January 2016, with Airbus).

The only intelligent option at this point in 2009 would have been to build
one prototype and then create a face-saving excuse for cutting losses and
quietly abandoning the program. However, Big Japan had oversold and
over-hyped up the program so much, for so long, and so globally that the
MRJ had become a symbol of national pride. The reputation of the nation was
felt to be at stake, and no one would admit failure. So without saying much
to anyone, in 2009 MHI silently abandoned CFRP and began to design a new
aircraft using ordinary aluminum. To fool the public and satisfy the
bureaucrats, an insignificant number of very small CFRP parts were left in
so that MHI could say, without lying outright, that the aircraft
“incorporated CFRP technologies.”

MHI probably thought that they could get away with this charade because the
reset coincided with the Lehman Shock. Airlines all over the world were
cancelling or delaying new aircraft orders due to collapsing markets. MHI
reasoned that the recession was buying them a few years to do what Japan
does best with a fundamental problem: kick the can down the road for
someone else to eventually have to deal with. The EIS was then pushed back
to 2014.

What followed then was a “perfect storm” of mal-administration and
mismanagement. MHI had no in-house R&D capability for this type of aircraft
(engineers joked that “MRJ” should be changed to “OJT”). The Japanese
demonstrated no comprehension of global certification, and most critically,
certification requirements in the U.S. Hundreds of engineers wasted years
wiring the MRJ using a design that knowingly violated a 2007 U.S. rule (in
the end, they had to start all over yet again). MHI’s gibberish explanation
for this was: “We were aware of the regulation in our early phase of
design, so it is not accurate to say we overlooked the regulation. Our
design was made reflecting the regulations, but we made a subsequent
decision to relocate certain systems for a better design.

MHI was blindsided by deal-breaking industry-specific “gotchas”, such as
the part of a contract between an airline and a pilot union called a “scope
clause.” They wildly underestimated the complexity of modern aircraft,
forcing them to use dozens of foreign subcontractors who (depending on how
you count and who is counting) supply between 50% and 90% of the actual
plane – MHI is basically just a parts assembler at this point. However,
apparently thinking that a quality flying machine can sell, fly, maintain,
and repair itself, MHI does not to this day have meaningful sales, flight
training, maintenance, or repair strategies, oh... or partners.

MHI also put in charge, at all levels, MHI good-old-boys (old as in
“retirement home old”) with no knowledge of airplanes, no accountability,
no (or almost no) English, and no international experience – but lots of
ego and arrogance and love of control and secrecy. Contractors could not
speak to each other, and even design engineers sitting literally in
adjacent rooms were forbidden to talk together. Everyone had to use the
chain of command all the way up, over, down, and back again in reverse
order, naturally resulting in answers that either never arrived, or had
nothing to do with the question asked if they did.

So the years went by, billions were spent, and delay followed delay. The
first flight in 2015 was eight years behind original schedule and the
current EIS of 2020 (which will not be met) is a full ten years overdue.

So what is the situation today? In a word: hopeless. Consider: 1) a
staggering number of vacancies in key areas (look at LinkedIn), 2) terrible
employee reviews (see Glassdoor), 3) the company has essentially been
bankrupt for the last several years, 4) as of November 2018 the company has
not had a single order in more than two years – a situation that may be
unprecedented, 5) rampant confusion over which of two versions currently
has priority, and perhaps most tellingly: 6) now Bombardier is suing the
MRJ folks (in Seattle) for poaching Bombardier employees and stealing
Bombardier trade secrets. The aerospace world is a small one, and even the
most brutal competitors go out of their way to show respect for
professional ethics, quality, safety, teamwork, fair play, and overall
honesty. If any of Bombardier’s allegations are true, it’s a sign of panic
and desperation by MHI.

The national pride card, being the only card MHI has left, will be played
until the end. Already, the official buzz is openly saying: “The important
thing is not making money, it’s rather supporting a strategic industry.”
(Note to self: Yeah, money… who needs it?).

So how will the story finally end? Aviation experts expect the world to
need some 5,000 additional regional jets over the next 20-30 years. The
market is dominated by two very well-established players: Embraer of Brazil
and Bombardier of Canada. However, Comac of China, Sukhoi of Russia, and
Antonov of Ukraine are also determinedly moving in. All of these new
players are farther along in development and have far lower R&D and
manufacturing costs than Japan. MHI has plowed JPY600bn into this project
(more or less officially), meaning the real figure is probably closer to
JPY700bn now and may even reach JPY800bn by actual EIS. Switching to USD,
that’s about USD7bn! List price for the MRJ (probably unattainable) is
USD47m and the average industry margin from 2014 to 2017 of 7.84% gives a
best-case profit-per-aircraft of around USD3.7m (MHI will be lucky to get
half of that since it will have to discount heavily to sell any aircraft at

So even assuming best-case profit margins, MHI needs to sell 1,900
aircraft, about 40% market share, to break even… which is a total
impossibility. An analyst at Teal Group opines that even MHI’s dream
“probably brings us to 1,200 jets, and they’ll never get there.” A more
realistic but still incredibly optimistic number would be closer to 750
aircraft over 25 years at maybe USD2m profit per plane, giving MHI a return
of USD1.5bn on the USD7-8bn invested over the life of the program.

So what does MHI – and the rest of Japan – get out of this? The answer is
pretty much nothing. Every class of aircraft is unique, which is why the
entire world has only a tiny handful of aircraft manufacturers in each
class. There is no synergy, no technology crossover, no useful lessons that
might be applied to missiles, helicopters, or any existing or known future
subcontracting for other commercial aircraft. The full story of the MRJ
disaster would make an excellent book, but given the veil of silence that
already shrouds the entire program, I suspect that in thirty years all
of the notes will have been burned and everyone involved will pretend that
nothing ever happened.



=> Plum Blossom Trail in Takao
Enjoying early spring in Tokyo

Climbing Mount Takao in autumn (or perhaps at cherry blossom time) is an
extremely popular activity in the Tokyo area for both locals and visitors,
but Takao's plum blossom trail is less well known. I love plum blossom, so
when I heard about the plum blossom trail I took the train to Takao Station
one weekend in mid-March. From the station we headed west into a
rural-looking area where there are four separate plum groves planted with
some 10,000 plum trees. The blossoms were every shade of pink to red, and
of course white as well. One reason I love plum blossom is that it smells
so wonderful, and it was a delight to wander through the trees breathing in
the exquisite fragrance.

The trail was an easy walk of 4.5 kilometers, suitable for any age, and
ended up at Kogesawa Plum Grove, a hill planted with 1,400 plum trees.
Narrow paths zigzagged up the hill through the blossoms. People were
picnicking and enjoying the pleasant weather. Kogesawa Plum Grove is only
open on the weekend, and it was the most beautiful site, so Saturday and
Sunday are the best days to go.


=> Kyoto Black Montsuki
The colour of nobility

It was the most unexpected of homecomings. Over a decade ago, I literally
put on the family crest, in the most formal embodiment of Japanese attire
called kuro montsuki, in a wedding a block away from where I met my wife.
And now, I am at the home where this garment was made. Little did I know,
but I may be a witness to a dying tradition. As recently as thirty years
ago, 3 million of these black Japanese suits were made, but now there are
only 7,000 produced annually. Where there used to be 15 companies, there
are now only two, and one of these is under threat of closing.

The word montsuki does not refer to the shape of the garment, for when you
hang or fold it, it looks nothing like when you wear it. It only takes its
shape when you put it on. Actually the word means the putting on of a
family crest. When you put it on, you become the embodiment of hundreds of
years of tradition and lineage.




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Written by: Terrie Lloyd (terrie.lloyd at japaninc.com)

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