This conference call transcript was computer generated and almost certianly contains errors. This transcript is provided for information purposes only.EarningsCall, LLC makes no representation about the accuracy of the aforementioned transcript, and you are cautioned not to place undue reliance on the information provided by the transcript.

Fukui Computer Holdings
2/13/2026
Thank you for watching. I am Sato, CEO of Fukui Computer Holdings Co., Ltd. In this presentation, I would like to explain the content of the press release that was released on February 13, 2026, regarding the management integration of our company and Dytek Holdings Co., Ltd. In addition, there is a lot of information that has not been confirmed yet, so there are some parts that remain only to report the policy in today's explanation. I would like you to understand that it is an explanation within the range that can be reported at the current point. First of all, I will explain the summary of this management integration. This integration takes the method of the Kyushu alliance. Currently, DITEC Holding owns 47% of our shares, but our company is a subsidiary and DITEC Holding is a subsidiary. So, we are one of two companies. Our shares are not one-sidedly absorbed, but we have been negotiating in equal positions so far, and we have come to this agreement. The name of the company after integration is D&F Group Co., Ltd. By taking the capital letters of both companies, it means to cut a new start while respecting the history of our company and the history of DITEC and both brands. Regarding the order of D and F, the alphabet order is parallel, and neither is a priority. We are planning to start our new company on April 1, 2027. We will be preparing for a one-year merger. The change in the group formation after integration shows that the left side of the data is before integration and the right side is after integration. After integration, the number of holding companies will be integrated into one, and based on the new company name, D&F Group Co., the company's 6 subsidiaries, and the subsidiary of DITEC Holding, a total of 7 subsidiaries of DITEC Co., will exist side by side. The ratio of shares related to this agreement is as described in the document. As for the ratio of this meeting, we have requested a third-party institution that is independent in order to ensure consistency and legitimacy. Next, I would like to talk about the outline of the holdings before and after the Kyushu meeting. The left side of the document is the outline of the two companies before the integration. The net sales of our company is about 14.7 billion yen. The operating profit is 60 billion yen. The number of employees is 553. The net sales of DITEC is about 15 billion yen. It is almost the same size as the same company. The operating profit is about 9.7 billion yen. It has a very high profit rate. The number of employees is slightly less than that of our company. The total number of employees is 400. This is the summary of the company after integration. As I mentioned earlier, the company name will be renewed, and the company will be established as a new company under the condition that it will be approved by the Chamber of Commerce. The company will be established as a new company on July 1, 2027. As a representative, I, the CEO of the company, and President Toshimaki Sato, The president of DITEC, Mr. Hori, will be the president of the company. As for the location, we are planning the location of the company. We have not confirmed the actual location of the company. As for the details of the company, we will make a decision as soon as possible. As for the structure of Togishima Inc., many people from our company have applied for the position, and we have considered the skill balance and have also applied for the position from some of the major tech companies. What I would like to say is that the management of the group will continue as the center of our company. This integration is based on the spirit of equality, but since it exists as a superior company, our role is to apply the standards of governance and compliance to the entire group. We would like to increase the value of the entire group through high-transparency decision-making as a superior company, while respecting the strengths, culture, and knowledge of the big tech companies. Next, I will briefly introduce the business details and distance between the two companies. For more details, please refer to the business description and homepage of the press release. Please pay attention to the characteristics of each company and the compatibility with the company. The first SS business is the abbreviation of the service station business. We are mainly developing and operating information support services for oil sales companies such as Eneos. Our strength is that we have two data centers in Japan, and we have accumulated operational know-how over the years. The second CAD business is a recent major business, and most of the sales are closed. Since it is a CAD for the construction and installation industry, it does not have much to do with the main customer or the product. It has about 6,200 continuous customers and about 69,500 user accounts. It has a strong customer base, which is the biggest strength, and is related to the maintenance of the company and business. The third cloud business provides cloud services for the housing industry, and we are already in the sales business. The fourth truster business provides IoT platforms for construction businesses. Please take a look at the details separately for the distance between the materials on the right. It was established in 1969 as a SS business and has been selling CAD for the construction and equipment industry since 1991. Now I will explain why it is integrated into management and its purpose. The ultimate goal of this management integration is to accelerate business growth and improve corporate value. As a background, the business environment surrounding the construction industry, which is listed on the left side of the slide, is changing significantly. With various changes, the needs of customers for services and products have also changed, and the competitive environment is expected to become more and more severe in the future. These changes are considered to be a great opportunity at the same time as a threat. In order to overcome the difficult competitive environment, it is essential to improve business growth and corporate value more than before, not as before. It may seem safe to maintain the current situation, but the current position in the current growth market may become a substantial replacement. Therefore, at this time when the market is heading for a new phase, it is necessary to accelerate business growth by merging with large tech companies that are related to storage and increasing the range and quality of supply value. In order to achieve this, we will carry out this management integration. By becoming a group of companies that lead CAD business for construction companies and combining their power, we believe that we can expect synergy effects from all sides. The first is the availability of service platforms. By combining the data and know-how that both companies have accumulated, we believe that it will be possible to build a more advanced service platform by ensuring the stable operation and security of the common data environment that each company is working on. The second is the expansion of profitability. In terms of construction projects, the business areas of both companies are related to upstream and downstream, and they are very high in sustainability. We believe that it is possible to build a system that can cover all of the construction lifecycle by integration. Until now, we have been looking forward to the expansion of customer value and the expansion of market share by selling products sold separately in a vertical integrated package. The third is cost synergy. Currently, there are several locations that are close to each other, so we expect to be able to operate more efficiently by gradually integrating some of the locations. The fourth is the growth of the entire organization through human resources. By sharing the people and know-how of both companies, we aim to make the entire organization stronger and easier to work for. We believe that by unifying and improving the efforts of both companies in the management department, we can expect to see an increase in productivity. As an image of the growth after integration, we are not going to take all the things I mentioned this time, but we are going to take steps to make sure that we are ready and that the effect will gradually appear. First of all, as the first step, we will proceed with the integration of both systems, the sharing of knowledge and knowledge. In addition, we hope to create and compete with companies and organizations that are easy to challenge as a basis for various initiatives in the future. In the second stage, we aim to evolve both systems to create a common data environment and gradually promote product package proposals and joint projects. The short-term synergy effect such as cost reduction that I mentioned earlier is expected to appear at a relatively early stage around here. In the third stage, we expect the expansion of the service platform that utilizes the data environment that was maintained in the second stage, as well as the expansion of profitability as a result, and the release of medium- and long-term synergy effects. In the end, we aim to use the results of the integration to improve corporate value and continue to grow. As you can see, we are looking at various synergies in this integration, and we aim to achieve results of 1 plus 1 equal to 2 or more by being together. This concludes my explanation of the management integration of our company and Dytek Holding. As I said at the beginning, there is still a lot of information that has not been confirmed yet, so there is a part that remains only to question the policy in today's explanation. From now on, as soon as the details are decided, we will carry it out appropriately. Thank you very much for watching today. We look forward to your understanding of our company in the future.