0001104659-19-045711.txt : 20190814 0001104659-19-045711.hdr.sgml : 20190814 20190814060440 ACCESSION NUMBER: 0001104659-19-045711 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190814 FILED AS OF DATE: 20190814 DATE AS OF CHANGE: 20190814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRONTEO, INC. CENTRAL INDEX KEY: 0001550935 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 STATE OF INCORPORATION: M0 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35884 FILM NUMBER: 191022650 BUSINESS ADDRESS: STREET 1: Meisan Takahama Building STREET 2: 2-12-23, Kounan CITY: Minato-ku, Tokyo STATE: M0 ZIP: 108-0075 BUSINESS PHONE: 81 (0) 3-5463-6344 MAIL ADDRESS: STREET 1: Meisan Takahama Building STREET 2: 2-12-23, Kounan CITY: Minato-ku, Tokyo STATE: M0 ZIP: 108-0075 FORMER COMPANY: FORMER CONFORMED NAME: UBIC, INC. DATE OF NAME CHANGE: 20120525 6-K 1 a19-17133_16k.htm 6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of August, 2019

 

Commission File Number 001-35884

 

KABUSHIKI KAISHA FRONTEO

(Exact name of registrant as specified in its charter)

 

FRONTEO, INC.

(Translation of registrant’s name into English)

 

Meisan Takahama Building

2-12-23, Konan

Minato-ku, Tokyo 108-0075

Japan

(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

x Form 20-F o Form 40-F

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

 

 

 


 

FRONTEO, INC.

FORM 6-K

 

FRONTEO, Inc. is furnishing under the cover of Form 6-K the following:

 

Exhibit 99.1

 

English translation of the Summary of Consolidated Financial Results for the Three-Month Period Ended June 30, 2019 [Japanese GAAP], filed with the Tokyo Stock Exchange on August 14, 2019.

 

Safe Harbor Statement

 

Exhibit 99.1 attached hereto contains forward-looking statements. These forward-looking statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Among other things, the consolidated forecasts for the year ending March 31, 2020 are forward-looking statements. FRONTEO may also make written or oral forward-looking statements in its reports filed with, or furnished to, the U.S. Securities and Exchange Commission, in its reports to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about FRONTEO’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: FRONTEO’s goals and strategies; FRONTEO’s expansion plans; the expected growth of the data center services market; expectations regarding demand for, and market acceptance of,  RONTEO’s services; FRONTEO’s expectations regarding keeping and strengthening its relationships with customers; FRONTEO’s plans to invest in research and development to enhance its solution and service offerings; and general economic and business conditions in the regions where FRONTEO provides solutions and services. Further information regarding these and other risks is included in FRONTEO’s reports filed with, or furnished to the Securities and Exchange Commission. FRONTEO does not undertake any obligation to update any forward-looking statement, except as required under applicable law. All information provided in this press release and in the attachments is as of the date of this press release, and FRONTEO undertakes no duty to update such information, except as required under applicable law.

 

2


 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

FRONTEO, INC.

 

 

 

By:

/s/ MASAHIRO MORIMOTO

 

 

Masahiro Morimoto

 

 

Chief Executive Officer and Chairman of the Board

 

 

 

Date: August 14, 2019

 

 

 

3


EX-99.1 2 a19-17133_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Summary of Consolidated Financial Results

For the Three-Month Period Ended June 30, 2019

[Japanese GAAP]

 

August 14, 2019

 

Company name:

FRONTEO, Inc.

Stock exchange listing:

Tokyo Stock Exchange

Stock code:

2158

URL:

https://www.fronteo.com/

Representative:

Masahiro Morimoto, Chief Executive Officer and Chairman of the Board

Contact:

Tomohiro Uesugi, Chief Financial Officer

Tel:

+81-3-5463-6344

Scheduled date of filing Quarterly Financial Report:

August 14, 2019

Scheduled date of commencement of dividend payment:

Supplementary materials for the quarterly financial results:

Yes

Briefing on the quarterly financial results:

No

 

(Amounts of less than one million yen are rounded down to the nearest million yen)

 

1.   Consolidated Financial Results for the Three-Month Period Ended June 30, 2019 (from April 1, 2019 to June 30, 2019)

 

(1)     Consolidated results of operations

 

(Percentage figures represent changes from the same period in the previous year)

 

Three-month

 

Net sales

 

Operating income (loss)

 

Ordinary income (loss)

 

Net income (loss)
attributable to owners of
the parent

 

period ended

 

Millions of yen

 

%

 

Millions of yen

 

%

 

Millions of yen

 

%

 

Millions of yen

 

%

 

June 30, 2019

 

2,583

 

(6.3

)

(444

)

 

(479

)

 

(444

)

 

June 30, 2018

 

2,756

 

2.9

 

158

 

 

222

 

 

139

 

 

 

Note:    Comprehensive income

Three-month period ended June 30, 2019      ¥(601) million [—%]

Three-month period ended June 30, 2018      ¥172 million [—%]

 

Three-month

 

Net income (loss) per share
(basic)

 

Net income per share
(diluted)

 

period ended

 

Yen

 

Yen

 

June 30, 2019

 

(11.65

)

 

June 30, 2018

 

3.66

 

3.61

 

 

(2)     Consolidated financial position

 

 

 

Total assets

 

Net assets

 

Equity ratio

 

As of

 

Millions of yen

 

Millions of yen

 

%

 

June 30, 2019

 

12,872

 

3,867

 

28.0

 

March 31, 2019

 

13,442

 

4,622

 

32.3

 

 

Reference: Equity

As of June 30, 2019

¥3,609 million

As of March 31, 2019

¥4,344 million

 


 

2.   Dividends

 

 

 

Dividend per share

 

 

 

End of the
three-month
period

 

End of the
six-month
period

 

End of the
nine-month
period

 

End of
the year

 

Total

 

 

 

Yen

 

Yen

 

Yen

 

Yen

 

Yen

 

Year ended March 31, 2019

 

 

0.00

 

 

3.00

 

3.00

 

Year ending March 31, 2020

 

 

 

 

 

 

 

 

 

 

Year ending March 31, 2020 (Forecast)

 

 

 

0.00

 

 

3.00

 

3.00

 

 

Note: Changes from the latest dividend forecasts: None

 

3.   Consolidated Forecasts for the Year Ending March 31, 2020 (from April 1, 2019 to March 31, 2020)

 

(Percentages represent year-on-year changes)

 

 

 

Net sales

 

Operating income

 

Ordinary income

 

Net income
attributable to owners
of the parent

 

Net income
per share

 

For the year
ending

 

Millions
of yen

 

%

 

Millions
of yen

 

%

 

Millions
of yen

 

%

 

Millions
of yen

 

%

 

Yen

 

March 31, 2020

 

11,600

 

3.0

 

200

 

(18.2

)

116

 

(42.9

)

10

 

(80.9

)

0.26

 

 

Note: Changes from the latest consolidated forecasts: None

 

Notes:

 

(1)     Changes in significant subsidiaries during the three-month period ended June 30, 2019 (changes in the scope of consolidation): None

 

(2)     Application of specific accounting treatments for the preparation of the quarterly consolidated financial statements: Yes

 

(3)     Changes in accounting policies, changes in accounting estimates, and restatements

1) Changes in accounting policies associated with the revision of accounting standards:

Yes

2) Changes in accounting policies other than the 1) above:

None

3) Changes in accounting estimates:

None

4) Restatements:

None

 

(4)     Number of issued and outstanding shares (common stock)

 

1)  Number of issued and outstanding shares (including treasury stock)

As of June 30, 2019:

38,149,862 shares

As of March 31, 2019:

38,123,862 shares

 

2)  Number of treasury stock

As of June 30, 2019:

696 shares

As of March 31, 2019:

696 shares

 

3)  Average number of issued and outstanding shares during the three-month period ended

June 30, 2019:

38,132,481 shares

June 30, 2018:

38,044,623 shares

 

*      This summary of quarterly consolidated financial results falls outside the scope of quarterly review procedures to be performed by certified public accountants or an audit firm.

 

*      Explanations concerning the appropriate use of the forecasts for results of operations and other special matters

 

·      The forecasts for results of operations in this report are based on information currently available to FRONTEO, Inc. (the “Company”) and assumptions determined to be reasonable, and are not intended to assure achievement of the Company’s operations. Actual results may differ significantly from the forecasts due to various factors.

 


 

Table of Contents of Attachment

 

1.

Qualitative Information on Financial Results for the Three-Month Period Ended June 30, 2019

2

 

 

 

 

(1)           Explanations regarding the operating results

2

 

 

 

 

(2)           Explanations regarding the consolidated financial position

5

 

 

 

 

(3)           Explanations regarding the forecasts for the consolidated financial results

5

 

 

 

2.

Quarterly Consolidated Financial Statements

6

 

 

 

 

(1)           Quarterly consolidated balance sheets

6

 

 

 

 

(2)           Quarterly consolidated statements of income and consolidated statements of comprehensive income

8

 

 

 

 

(3)           Notes to the quarterly consolidated financial statements

10

 

 

 

 

Going concern assumptions

10

 

 

 

 

Significant changes in shareholders’ equity

10

 

 

 

 

Specific accounting treatments for the preparation of the quarterly consolidated financial statements

10

 

 

 

 

Changes in accounting polices

10

 

 

 

 

Segment information

11

 

 

 

 

Significant subsequent events

12

 

1


 

1.        Qualitative Information on Financial Results for the Three-Month Period Ended June 30, 2019

 

(1)     Explanation regarding the operating results

 

The Company and its consolidated subsidiaries (the “Group”) operate in accordance with their mission of “Being a Bright Value Creator—providing solutions to unearth risks and opportunities buried deep within data to bring fairness into an information society.” Making full use of the Group’s sophisticated information analysis technologies, particularly a proprietary artificial intelligence (AI)-based search engine called KIBIT and Concept Encoder (CE), the Group has been contributing to the creation of an environment where users can obtain essential and appropriate information and to solve challenges faced by society in a wide array of fields, from the Group’s founding business of international litigation support and fraud investigation services to other businesses, including manufacturing, finance, retail, logistics and healthcare.

 

In the “LegalTech AI business”, the eDiscovery market (comprised of contracts with companies in Asia) is expected to continue to expand at approximately 15% annually (Mordor Intelligence “Global e-Discovery Market 2017-2023”). This is primarily driven by a continuous increase in the volume of electronically-stored information held by companies subject to the eDiscovery process. Meanwhile, the pressure for lower prices of analysis service per data volume increases each year, which has led a number of vendors to suffer from unprofitable projects. Under such circumstances, the competition among vendors to win large and profitable projects has become fierce. As a result, some eDiscovery vendors outsource their review process, which has high labor costs and low profit margins, to subcontractors.

 

The review process is a step that requires a substantial amount of time due to trends of increasing data volume and incurs 70% of the total eDiscovery process costs. Naturally, an improvement in efficiency by use of technologies is being sought by the market, and the Company sees this need as a substantial opportunity for its business. In addition, a Technology Assisted Review (TAR) is known to significantly reduce the number of documents that need review, and guidelines (Bolch Judicial Institute, Duke Law School “Technology Assisted Review (TAR) Guidelines”) for the use of TAR have been issued in the U.S. The guidelines define key TAR terms, explain the TAR process and examples of the use of TAR and stipulate key decision points in the application of TAR by law firms and user entities. The guidelines also recommend the use of technology in the review process.

 

In response to these changes in the environment, the Company released “KIBIT Automator,” an AI review tool, in March 2019 and has been promoting its document review services using the tool. As a result, the Company achieved some promising results, including cases where only AI reviews are required without any human checks so that a human reviewer is able to review the remaining documents, while still maintaining the same quality as traditional reviews carried out by humans.

 

In the fiscal year ended March 31, 2019, the Group originally set the goal of reinforcing its sales force; however, the Company’s subsidiaries in the U.S. are having a particularly hard time meeting this goal and contributing to sales growth. In the U.S., which is one of leading countries in the legal tech market, discretion to select vendors was historically given mainly to law firms, although there was a general idea in the market that companies should take initiative in selecting their own vendors. However, as stated above, given the increasing financial and time burden due to the surge in data volume, more companies are now seeking technology-based solutions on their own and are thereby actively involved in selecting vendors themselves. In these circumstances, many vendors have boosted their sales and marketing activities and have gone directly to their customers to win orders, while the Company’s subsidiaries in the U.S. are falling behind in this competitive market. As a result, the Group recorded lower sales and an operating loss for the three-month period ended June 30, 2019 in the LegalTech AI business.

 

Going forward, the Group is committed to capturing new business opportunities by securing potential projects and winning new contracts and improving its sales with rapid improvements in organizational power through continuing promotional activities of “KIBIT Automator,” proposal of solutions that can be implemented by customers in their daily operations, enhancement of senior management in marketing and sales, promotion of technology marketing and revitalization of diversified operating activities.

 

In the AI Solution business, the Group performed well in Japan in the fields of business intelligence and healthcare. As a result, the number of companies that have implemented the Company’s AI products increased to 184 (1.6 times year on year) in the AI Solution business, and net sales in the overall AI Solution business for the three-month period ended June 30, 2019, increased steadily by 88.2% year on year.

 

2


 

In the AI market in Japan, companies’ willingness to invest in AI has been growing, supported by “Work style reform,” measures by the Japanese government aimed at improving productivity and labor automation in the context of a working population that is expected to decrease. Also, recently, compliance with laws and regulations has been placing a heavier burden on companies, creating more need for “Regtech” which enables companies to comply with various laws and regulations using information technology.

 

The Company has been actively selling “KIBIT advertisement examination solution” services and other products that enable companies to comply with the Act against Unjustifiable Premiums and Misleading Representations and Financial Instruments and Exchange Act to meet such customers’ needs. The Company will continue to focus on this prospective growing field.

 

In the healthcare field, the Group has begun to provide the “Drug Discovery Support AI System” using a new AI-based search engine featuring objectivity, transparency and reproducibility called “Concept Encoder (CE).”

 

The Drug Discovery Support AI system, which is based on the “New Candidate Medications Discovery” technology launched in November 2018 and provides a cloud service by packaging databases, including literature and gene expression information, in advance, allows researchers at pharmaceutical companies to discover candidate chemical compounds more efficiently and quickly.

 

With existing dictionary or grammar learning-based AI, which has been used in the past in the analysis of papers, researchers needed to have knowledge of coding before use and had to continually update sets of words and meanings included in databases. Initial trials and proof of concept took several months and required large budgets. On the other hand, the Drug Discovery Support AI system has databases containing 14 million papers on diseases and genes and public data of 1.7 million cases, which are essential in the process of drug discovery research, and these databases can be searched and analyzed immediately, as CE has already learned them. When adopting the Drug Discovery Support AI system on-premises, it is not necessary to install large-scale equipment, such as a super computer, since this support AI system can run even on servers costing a few million yen.

 

The Group will continue to utilize the strength of CE that enables natural language processing by statistical procedures that is essential for Evidence-Based Medicine and promote the utilization of big data and the delivery of solutions in the healthcare field.

 

In its consolidated operating results for the three-month period ended June 30, 2019, the Group recorded net sales of 2,583,304 thousand yen (a 6.3% decrease year-on-year), operating loss of 444,479 thousand yen (operating income of 158,860 thousand yen for the same period in the previous year), ordinary loss of 479,243 thousand yen (ordinary income of 222,350 thousand yen for the same period in the previous year), and net loss attributable to owners of the parent of 444,263 thousand yen (net income attributable to owners of the parent of 139,411 thousand yen for the same period in the previous year). The Group’s operating results underperformed compared with the same period in the previous year.

 

The following is an overview of the financial results of each business segment for the three-month period ended June 30, 2019:

 

LegalTech AI business

 

1)                 eDiscovery services

 

Net sales from eDiscovery services were 2,128,175 thousand yen, a decrease of 16.0% from the same period in the previous year. The decrease reflects a delayed response by the Group, particularly by the U.S. subsidiaries, to the change in business trends. Previously, law firms were given a discretion to select an e-discovery service provider, but now, it is their clients, who are highly conscious of the quality of services provided and costs, that select a service provider.

 

2)                 Forensic services

 

Net sales from forensic services were 175,012 thousand yen, an increase of 133.5% from the same period in the previous year, due to winning large-scale investigation projects that utilize AI technology in Japan, such as investigation support for third-party committees and increases in the number of projects related to the forensic investigation services for payment cards and consulting services.

 

3


 

As a result, net sales of the LegalTech AI business were 2,303,187 thousand yen, a decrease of 11.7% from the same period in the previous year. As shown in the segment information section below, the LegalTech AI business recorded operating loss of 357,075 thousand yen mainly due to a decrease in document process sales with high profit margin and an increase in personnel expenses due to hiring of senior management-level personnel during the period (operating income of 237,083 thousand yen for the same period in the previous year).

 

Overview of net sales by service type is as follows:

 

(Thousands of yen)

 

Service type

 

Total

 

1. eDiscovery services

 

Review

 

706,945

 

 

 

 

 

(651,348

)

 

 

Collection and Process

 

378,030

 

 

 

 

 

(613,112

)

 

 

Hosting

 

1,044,199

 

 

 

 

 

(1,267,797

)

 

 

Total

 

2,128,175

 

 

 

 

 

(2,532,258

)

2. Forensic services

 

 

 

175,012

 

 

 

 

 

(74,941

)

Total net sales for the LegalTech AI business

 

 

 

2,303,187

 

 

 

 

 

(2,607,199

)

 

The amounts in parentheses are net sales for the same period in the previous year.

 

Overview of net sales by country of residence of customers is as follows:

 

(Thousands of yen)

 

Country of residence of customers

 

Total

 

Japan and other countries in Asia

 

1,191,405

 

 

 

(1,212,820

)

United States and Europe

 

1,111,782

 

 

 

(1,394,379

)

Total net sales of the LegalTech AI business

 

2,303,187

 

 

 

(2,607,199

)

 

The amounts in parentheses are net sales for the same period in the previous year.

 

AI Solution business

 

The AI Solution business grew steadily, supported by an increase in large-scale projects and the number of companies that introduced AI products in both the business intelligence field and healthcare field. As a result, net sales from the AI Solution business were 280,116 thousand yen, an increase of 88.2% from the same period in the previous year. Nevertheless, an increase in indirect and other costs associated with net sales growth led to operating loss of 87,403 thousand yen (operating loss of 78,223 thousand yen for the same period in the previous year). The AI Solution business includes expenses related to back-office divisions of the Company of 75,998 thousand yen.

 

Overview of net sales by service type is as follows:

 

(Thousands of yen)

 

Service type

 

Total

 

AI Solution business

 

Business intelligence

 

247,390

 

 

 

 

 

(133,158

)

 

 

Healthcare

 

28,400

 

 

 

 

 

(12,529

)

 

 

AI Solution-overseas

 

4,325

 

 

 

 

 

(3,112

)

Total net sales from the AI Solution business

 

 

 

280,116

 

 

 

 

 

(148,801

)

 

The amounts in parentheses are net sales for the same period in the previous year.

 

4


 

(2)     Explanations regarding the consolidated financial position

 

(Assets)

 

Total assets decreased by 570,331 thousand yen to 12,872,293 thousand yen compared with the end of the previous year.

 

Current assets decreased by 331,778 thousand yen to 6,531,040 thousand yen compared with the end of the previous year. This was mainly attributable to the net effect of an increase in payments of 93,658 thousand yen in the suspense account and an increase of 354,571 thousand yen in prepaid expenses under “Other”, a decrease of 512,627 thousand yen in cash and deposits due to payments made on a temporary basis and a decrease of 257,803 thousand yen in notes and accounts receivable-trade affected by decreased sales.

 

Noncurrent assets decreased by 238,553 thousand yen to 6,341,252 thousand yen compared with the end of the previous year. This was mainly attributable to a decrease of 20,845 thousand yen in software due to amortization, a decrease of 91,049 thousand yen in goodwill due to the effects of foreign currency exchange rates and amortization and a decrease of 112,500 thousand yen in investment securities due to a decrease in the fair value of stocks held.

 

(Liabilities)

 

Total liabilities increased by 184,287 thousand yen to 9,004,911 thousand yen compared with the end of the previous year.

 

Current liabilities increased by 569,517 thousand yen to 5,316,917 thousand yen compared with the end of the previous year. This was mainly attributable to an increase of 600,000 thousand yen in short-term loans payable due to new borrowings and an increase of 85,870 thousand yen in accounts payable-other due to dividends payable, which were partially offset by a decrease of 76,577 thousand yen in accounts payable and a decrease of 36,293 thousand yen in income taxes payable.

 

Noncurrent liabilities decreased by 385,229 thousand yen to 3,687,994 thousand yen compared with the end of the previous year. This was mainly attributable to a decrease of 315,109 thousand yen in long-term loans payable due to repayments and a decrease of 47,087 thousand yen in deferred tax liabilities due mainly to valuation difference on available-for-sale securities.

 

(Net Assets)

 

Total net assets decreased by 754,619 thousand yen to 3,867,381 thousand yen compared with the end of the previous year. This was mainly due to a decrease of 591,868 thousand yen in retained earnings due to the payment of dividends and net loss attributable to owners of the parent, a decrease of 116,869 thousand yen in foreign currency translation adjustment and a decrease of 44,817 thousand yen in valuation difference on available-for-sale securities.

 

(3)     Explanations regarding the forecasts for the consolidated financial results

 

No adjustments have been made to the consolidated operating forecasts for the year ending March 31, 2020, announced on May 15, 2019.

 

Note:      The operating forecasts are based on information currently available to the Company and contain uncertainties. Actual operating results may differ from the forecasts due to various factors.

 

5


 

2.              Quarterly Consolidated Financial Statements

 

(1)     Quarterly consolidated balance sheets

 

(Thousands of yen)

 

 

 

As of March 31, 2019

 

As of June 30, 2019

 

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and deposits

 

3,926,008

 

3,413,381

 

Notes and accounts receivable-trade

 

2,666,605

 

2,408,802

 

Merchandise

 

1,051

 

1,778

 

Supplies

 

2,826

 

3,281

 

Other

 

351,042

 

798,594

 

Allowance for doubtful accounts

 

(84,715

)

(94,797

)

Total current assets

 

6,862,818

 

6,531,040

 

Noncurrent assets

 

 

 

 

 

Property, plant, and equipment

 

 

 

 

 

Buildings and structures, net

 

145,194

 

139,818

 

Vehicles, net

 

1,952

 

1,528

 

Tools, furniture, and fixtures, net

 

483,269

 

474,689

 

Leased assets, net

 

100,498

 

80,832

 

Other, net

 

12,549

 

12,187

 

Total property, plant, and equipment

 

743,464

 

709,056

 

Intangible assets

 

 

 

 

 

Software

 

878,980

 

858,135

 

Goodwill

 

1,733,991

 

1,642,941

 

Customer-related assets

 

1,599,671

 

1,517,942

 

Other

 

326,763

 

433,008

 

Total intangible assets

 

4,539,406

 

4,452,027

 

Investments and other assets

 

 

 

 

 

Investment securities

 

872,114

 

759,614

 

Guarantee deposits

 

161,533

 

156,873

 

Long-term deposits

 

221,980

 

215,580

 

Deferred tax assets

 

11,123

 

23,675

 

Other

 

30,183

 

24,424

 

Total investments and other assets

 

1,296,934

 

1,180,168

 

Total noncurrent assets

 

6,579,805

 

6,341,252

 

Total assets

 

13,442,624

 

12,872,293

 

 

6


 

(Thousands of yen)

 

 

 

As of March 31, 2019

 

As of June 30, 2019

 

Liabilities

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable-trade

 

137,568

 

60,990

 

Short-term loans payable

 

1,100,000

 

1,700,000

 

Current portion of long-term loans payable

 

933,520

 

902,084

 

Current portion of bonds with subscription rights to shares

 

1,250,000

 

1,250,000

 

Accounts payable-other

 

331,838

 

417,709

 

Income taxes payable

 

80,292

 

43,999

 

Provision for bonuses

 

35,156

 

83,600

 

Provision for loss on business liquidation

 

63,022

 

47,651

 

Other

 

815,999

 

810,882

 

Total current liabilities

 

4,747,399

 

5,316,917

 

Noncurrent liabilities

 

 

 

 

 

Long-term loans payable

 

3,475,323

 

3,160,213

 

Deferred tax liabilities

 

167,825

 

120,738

 

Liabilities for retirement benefits

 

49,991

 

57,284

 

Asset retirement obligations

 

45,755

 

45,883

 

Other

 

334,329

 

303,874

 

Total noncurrent liabilities

 

4,073,224

 

3,687,994

 

Total liabilities

 

8,820,624

 

9,004,911

 

Net assets

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

Capital stock

 

2,559,206

 

2,568,651

 

Capital surplus

 

2,343,293

 

2,352,737

 

Retained earnings

 

(676,120

)

(1,267,989

)

Treasury stock

 

(90

)

(90

)

Total shareholders’ equity

 

4,226,288

 

3,653,309

 

Accumulated other comprehensive income (loss)

 

 

 

 

 

Valuation difference on available-for-sale securities

 

530,444

 

485,627

 

Foreign currency translation adjustment

 

(412,128

)

(528,998

)

Total accumulated other comprehensive income (loss)

 

118,316

 

(43,370

)

Subscription rights to shares

 

227,797

 

203,401

 

Noncontrolling interests

 

49,597

 

54,041

 

Total net assets

 

4,622,000

 

3,867,381

 

Total liabilities and net assets

 

13,442,624

 

12,872,293

 

 

7


 

(2) Quarterly consolidated statements of income and consolidated statements of comprehensive income

 

Consolidated statements of income for the three-month period ended June 30, 2019

 

(Thousands of yen)

 

 

 

For the three-month period
ended June 30, 2018

 

For the three-month period
ended June 30, 2019

 

Net sales

 

2,756,001

 

2,583,304

 

Cost of sales

 

1,517,565

 

1,670,382

 

Gross profit

 

1,238,435

 

912,921

 

Selling, general, and administrative expenses

 

1,079,575

 

1,357,401

 

Operating income (loss)

 

158,860

 

(444,479

)

Nonoperating income

 

 

 

 

 

Interest income

 

303

 

747

 

Dividend income

 

14,400

 

18,000

 

Foreign exchange gains, net

 

78,505

 

 

Other

 

315

 

271

 

Total nonoperating income

 

93,524

 

19,019

 

Nonoperating expenses

 

 

 

 

 

Interest expenses

 

12,273

 

8,774

 

Foreign exchange losses, net

 

 

43,035

 

Syndicated loan fees

 

7,937

 

824

 

Other

 

9,823

 

1,148

 

Total nonoperating expenses

 

30,033

 

53,783

 

Ordinary income (loss)

 

222,350

 

(479,243

)

Extraordinary income

 

 

 

 

 

Gain on reversal of subscription rights to shares

 

16,898

 

27,703

 

Total extraordinary income

 

16,898

 

27,703

 

Extraordinary losses

 

 

 

 

 

Loss on retirement of noncurrent assets

 

 

1,512

 

Total extraordinary losses

 

 

1,512

 

Income (loss) before income taxes

 

239,248

 

(453,053

)

Income taxes

 

99,473

 

(13,232

)

Net income (loss)

 

139,775

 

(439,820

)

Net income attributable to noncontrolling interests

 

363

 

4,443

 

Net income (loss) attributable to owners of the parent

 

139,411

 

(444,263

)

 

8


 

Consolidated statements of comprehensive income for the three-month period ended June 30, 2019

 

(Thousands of yen)

 

 

 

For the three-month period
ended June 30, 2018

 

For the three-month period
ended June 30, 2019

 

Net income (loss)

 

139,775

 

(439,820

)

Other comprehensive income (loss)

 

 

 

 

 

Valuation difference on available-for-sale securities

 

(63,690

)

(44,817

)

Foreign currency translation adjustment

 

96,623

 

(116,869

)

Total other comprehensive income (loss)

 

32,933

 

(161,687

)

Comprehensive income (loss)

 

172,708

 

(601,507

)

Comprehensive income (loss):

 

 

 

 

 

Comprehensive income (loss) attributable to owners of the parent

 

172,344

 

(605,951

)

Comprehensive income attributable to noncontrolling interests

 

363

 

4,443

 

 

9


 

(3) Notes to the quarterly consolidated financial statements

 

Going concern assumptions

 

Not applicable.

 

Significant changes in shareholders’ equity

 

There were no significant changes in shareholders’ equity compared with the end of the previous year.

 

Specific accounting treatments for the preparation of the quarterly consolidated financial statements

 

Income tax expenses are calculated based on a reasonable estimate of the effective tax rate based on the expected income before income taxes (net of the effects of deferred taxes) for the fiscal year to which the three-month period pertains, and multiplying income before income taxes for the three-month period by the estimated effective tax rate.

 

Changes in accounting polices

 

Application of Revenue from Contracts with Customers (Accounting Standards Codification (ASC) 606):

 

Overseas consolidated subsidiaries adopting generally accepted accounting principles (GAAP) in the United States of America have applied Revenue from Contracts with Customers (ASC 606) for the three-month period ended June 30, 2019. The impact of the change on the quarterly financial statements is expected to be immaterial.

 

10


 

Segment information

 

I.  Three-month period of the previous year (from April 1, 2018 to June 30, 2018)

 

1) Information relating to net sales and profits or losses for each reportable segment

 

(Thousands of yen)

 

 

 

Reportable segment

 

 

 

 

 

 

 

LegalTech AI

 

AI Solution

 

Total

 

Adjustments
*1

 

Amounts
reported in the
consolidated
financial
statements *2

 

Net sales
(1) External sales

 

2,607,199

 

148,801

 

2,756,001

 

 

2,756,001

 

(2) Intersegment sales and transfers

 

 

 

 

 

 

Total

 

2,607,199

 

148,801

 

2,756,001

 

 

2,756,001

 

Segment profits (losses)

 

237,083

 

(78,223

)

158,860

 

 

158,860

 

 


Notes:

 

(1) The adjustment to intersegment sales and transfers refers to intersegment transaction eliminations.

 

(2) Total segment profits (losses) are equal to operating income reported in the quarterly consolidated statements of income.

 

2) Information relating to assets for each reportable segment

 

Not applicable.

 

3) Information relating to impairment loss on property, plant, and equipment or goodwill for each reportable segment

 

Not applicable.

 

4) Matters relating to changes in reportable segments

 

Not applicable.

 

II. Three-month period of the current year (from April 1, 2019 to June 30, 2019)

 

1) Information relating to net sales and profits or losses for each reportable segment

 

(Thousands of yen)

 

 

 

Reportable segment

 

 

 

 

 

 

 

LegalTech AI

 

AI Solution

 

Total

 

Adjustments
*1

 

Amounts
reported in the
consolidated
financial
statements *2

 

Net sales
(1) External sales

 

2,303,187

 

280,116

 

2,583,304

 

 

2,583,304

 

(2) Intersegment sales and transfers

 

 

 

 

 

 

Total

 

2,303,187

 

280,116

 

2,583,304

 

 

2,583,304

 

Segment losses

 

(357,075

)

(87,403

)

(444,479

)

 

(444,479

)

 


Notes:

 

(1) The adjustment to intersegment sales and transfers refers to intersegment transaction eliminations.

 

(2) Total segment losses are equal to operating loss reported in the quarterly consolidated statements of income.

 

2) Information relating to assets for each reportable segment

 

Not applicable.

 

3) Information relating to impairment loss on property, plant, and equipment or goodwill for each reportable segment

 

Not applicable.

 

4) Matters relating to changes in reportable segments

 

Not applicable.

 

11


 

Significant subsequent events

 

Implementation of business restructuring

 

The Group has decided to cut its workforce in FRONTEO USA, Inc., a consolidated subsidiary of the Company, beginning August 1, 2019, to streamline its business operation.

 

Expenses relating to this restructuring event are expected to accrue in the second quarter ending September 30, 2019, or after. The Group is currently examining the details of those expenses and possible impacts.

 

12