Table of Contents 

Certificate

As filed with the Securities and Exchange Commission on August 15, 2016July 31, 2017

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


FORM 20-F


 

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

OR

 

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 20162017

 

 

OR

 

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of event requiring this shell company report……….

 

For the transition period from                       to                        

 

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)

 


 

Japan

(Jurisdiction of incorporation or organization)

 


 

Meisan Takahama Building

2-12-23 KounanKonan

Minato-ku

Tokyo

108-0075

Japan

(Address of principal executive offices)

 


 

Masahiro Morimoto, +81 (3) 5463-6344, +81 (3) 5463-6345

Meisan Takahama Building

2-12-23 KounanKonan

Minato-ku

Tokyo 108-0075

Japan

(Name, telephone, facsimile number and address of company contact person)

 


 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of each class:

 

Name of each exchange on which registered:

American Depositary Shares

 

NASDAQ Global Market

Common Stock*

 

*

 


 


*Not for trading, but only in connection with the registration of the American Depositary Shares, with each one American Depositary Share representing two shares of Common Stock.

 

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

As of March 31, 2016,2017, 35,751,36037,921,862 shares of Common Stock were outstanding, including shares represented by American Depositary Shares.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐  No ☒

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐  No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:

Yes ☒  No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files):

Yes ☒  No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.filer, or an emerging growth company. See definitionthe definitions of “large accelerated filer,” “accelerated filer, and large accelerated filer”“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer 

Accelerated filer ☒

Non-accelerated filer 

Non-accelerated filer ☐Emerging growth company 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP ☒

International Financial Reporting Standards as issued
By the International Accounting Standards Board ☐

Other ☐

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 ☐  Item 18 ☐

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐  No ☒

 

 

 


 

Table of Contents 

TABLE OF CONTENTS

 

 

 

 

 

 

 

 

Page

 

    

PART I

 

 

 

 

 

ITEM 1. 

 

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

1

ITEM 2. 

 

OFFER STATISTICS AND EXPECTED TIMETABLE

1

ITEM 3. 

 

KEY INFORMATION

1

3.A. 

 

SELECTED FINANCIAL DATA

1

3.B. 

 

CAPITALIZATION AND INDEBTEDNESS

4

3.C. 

 

REASONS FOR THE OFFER AND USE OF PROCEEDS

4

3.D. 

 

RISK FACTORS

4

ITEM 4. 

 

INFORMATION ON THE COMPANY

14

4.A. 

 

HISTORY AND DEVELOPMENT OF THE COMPANY

14

4.B. 

 

BUSINESS OVERVIEW

15 16

4.C. 

 

ORGANIZATIONAL STRUCTURE

27

4.D. 

 

PROPERTY, PLANTS AND EQUIPMENT

27

ITEM 4A. 

 

UNRESOLVED STAFF COMMENTS

28

ITEM 5. 

 

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

28

5.A. 

 

OPERATING RESULTS

28

5.B. 

 

LIQUIDITY AND CAPITAL RESOURCES

41

5.C. 

 

RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES

45

5.D. 

 

TREND INFORMATION

46

5.E. 

 

OFF-BALANCE SHEET ARRANGEMENTS

46

5.F. 

 

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

47 46

5.G. 

 

SAFE HARBOR

47 46

ITEM 6. 

 

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

47 46

6.A. 

 

DIRECTORS AND SENIOR MANAGEMENT

47 46

6.B. 

 

COMPENSATION

49

6.C. 

 

BOARD PRACTICES

49

6.D. 

 

EMPLOYEES

52 51

6.E. 

 

SHARE OWNERSHIP

52

ITEM 7. 

 

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

55

7.A. 

 

MAJOR SHAREHOLDERS

55

7.B. 

 

RELATED PARTY TRANSACTIONS

55

7.C. 

 

INTERESTS OF EXPERTS AND COUNSEL

56 55

ITEM 8. 

 

FINANCIAL INFORMATION

56 55

8.A. 

 

CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

56 55

8.B. 

 

SIGNIFICANT CHANGES

56

ITEM 9. 

 

THE OFFER AND LISTING

57 56

9.A. 

 

OFFER AND LISTING DETAILS

57 56

9.B. 

 

PLAN OF DISTRIBUTION

58 57

9.C. 

 

MARKETS

58 57

9.D. 

 

SELLING SHAREHOLDERS

58 57

9.E. 

 

DILUTION

58 57

9.F. 

 

EXPENSES OF THE ISSUE

58 57

ITEM 10. 

 

ADDITIONAL INFORMATION

58 57

10.A. 

 

SHARE CAPITAL

58 57

10.B. 

 

MEMORANDUM AND ARTICLES OF ASSOCIATION

58 57

10.C. 

 

MATERIAL CONTRACTS

63 62

10.D. 

 

EXCHANGE CONTROLS

63 62

10.E. 

 

TAXATION

64 63

10.F. 

 

DIVIDENDS AND PAYING AGENTS

69 67

10.G. 

 

STATEMENT BY EXPERTS

69 67

10.H. 

 

DOCUMENTS ON DISPLAY

69 67

10.I. 

 

SUBSIDIARY INFORMATION

69 68

ITEM 11. 

 

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

69 68

ITEM 12. 

 

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

70 68

12.A. 

 

DEBT SECURITIES

70 68

12.B. 

 

WARRANTS AND RIGHTS

70 68

12.C. 

 

OTHER SECURITIES

70 68

12.D. 

 

AMERICAN DEPOSITARY SHARES

71 69

 

 

PART II

 

 

 

 

 

ITEM 13. 

 

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

72 70

ITEM 14. 

 

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

72 70

ITEM 15. 

 

CONTROLS AND PROCEDURES

72 70

ITEM 16. 

 

[RESERVED]

73 72

ITEM 16A. 

 

AUDIT COMMITTEE FINANCIAL EXPERT

73 72

ITEM 16B. 

 

CODE OF ETHICS

74 72

ITEM 16C. 

 

PRINCIPAL ACCOUNTANT FEES AND SERVICES

74 72

ITEM 16D. 

 

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

74 73

ITEM 16E. 

 

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

75 74

ITEM 16F. 

 

CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

75 74

ITEM 16G. 

 

CORPORATE GOVERNANCE

75 74

ITEM 16H. 

 

MINE SAFETY DISCLOSURE

76 75

 

 

PART III

 

 

 

 

 

ITEM 17. 

 

FINANCIAL STATEMENTS

77 76

ITEM 18. 

 

FINANCIAL STATEMENTS

77 76

ITEM 19. 

 

EXHIBITS

77 76

ii


 

Table of Contents 

 

Unless otherwise noted, all references and discussions of the financial position of FRONTEO, Inc. (formerly known as UBIC, Inc.) and its consolidated subsidiaries (collectively, the Company or FRONTEO), results of operations and cash flows in this annual report are made with reference to FRONTEO’s consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP).

 

Cautionary Statement with Respect to Forward-Looking Statements

 

To the extent that any statements made in this annual report contain information that is not historical, these statements are essentially forward looking. Forward looking statements may be identified by the use of words such as “expects,” “plans,” “may,” “anticipates,” “believes,” “should,” “intends,” “estimates” and other words or phrases of similar meaning. Although we believe that the expectations reflected in these forward looking statements are reasonable and achievable, these statements are subject to a number of risks and uncertainties discussed under the heading “Item 3.D. Risk Factors” and elsewhere in this annual report. All forward looking statements attributable to us are expressly qualified by these and other factors. We cannot assure you that actual results will be consistent with these forward looking statements.

 

Information regarding market and industry statistics contained in this annual report is included based on information available to us that we believe is accurate. Forecasts and other forward looking information obtained from this available information is subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. The forward looking statements made in this annual report relate only to events as of the date on which the statements are made. We do not undertake any obligation to publicly update any forward looking statements. As a result, you should not place undue reliance on these forward looking statements.

 

 

 

iii


 

Table of Contents 

PART I

 

ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

 

Not applicable.

 

ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE

 

Not applicable.

 

ITEM 3.KEY INFORMATION

 

3.A.SELECTED FINANCIAL DATA

 

You should read the U.S. GAAP selected consolidated financial information presented below together with “Operating and Financial Review and Prospects” and FRONTEO’s consolidated financial statements together with the notes included in this annual report.

 

U.S. GAAP Selected Consolidated Financial Data

 

The following selected financial data have been derived from FRONTEO’s audited consolidated financial statements. These consolidated financial statements were prepared under U.S. GAAP.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the years ended March 31,

 

    

2012

    

2013

    

2014

    

2015

    

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(thousands of yen, except per share data)

 

 

 

For the years ended March 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

2013

    

2014

    

2015

    

2016

    

2017

    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(thousands of yen, except per share data)

 

Consolidated Statement of Operations Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

¥

5,123,801

 

¥

4,699,693

 

¥

4,173,694

 

¥

6,279,615

 

¥

10,529,287

 

 

¥

4,699,693

 

¥

4,173,694

 

¥

6,279,615

 

¥

10,529,287

 

¥

11,208,041

 

Operating revenue from reimbursed direct costs

 

 

12,427

 

 

12,407

 

 

18,874

 

 

25,311

 

 

26,949

 

 

 

12,407

 

 

18,874

 

 

25,311

 

 

26,949

 

 

12,734

 

Total revenue

 

 

5,136,228

 

 

4,712,100

 

 

4,192,568

 

 

6,304,926

 

 

10,556,236

 

 

 

4,712,100

 

 

4,192,568

 

 

6,304,926

 

 

10,556,236

 

 

11,220,775

 

Cost of revenue

 

 

1,600,425

 

 

1,845,236

 

 

2,314,348

 

 

3,140,080

 

 

5,746,069

 

 

 

1,845,236

 

 

2,314,348

 

 

3,140,080

 

 

5,746,069

 

 

6,904,980

 

Reimbursed direct costs

 

 

12,427

 

 

12,407

 

 

18,874

 

 

25,311

 

 

26,949

 

 

 

12,407

 

 

18,874

 

 

25,311

 

 

26,949

 

 

12,734

 

Selling, general and administrative expenses

 

 

1,153,438

 

 

1,949,023

 

 

2,497,339

 

 

2,864,113

 

 

4,853,497

 

 

 

1,949,023

 

 

2,497,339

 

 

2,864,113

 

 

4,853,497

 

 

5,481,912

 

Total operating expenses

 

 

2,766,290

 

 

3,806,666

 

 

4,830,561

 

 

6,029,504

 

 

10,626,515

 

Total operating expense

 

 

3,806,666

 

 

4,830,561

 

 

6,029,504

 

 

10,626,515

 

 

12,399,626

 

Operating income (loss)

 

 

2,369,938

 

 

905,434

 

 

(637,993)

 

 

275,422

 

 

(70,279)

 

 

 

905,434

 

 

(637,993)

 

 

275,422

 

 

(70,279)

 

 

(1,178,851)

 

Interest income

 

 

2,052

 

 

1,326

 

 

691

 

 

1,699

 

 

1,672

 

 

 

1,326

 

 

691

 

 

1,699

 

 

1,672

 

 

3,634

 

Interest expense

 

 

(13,360)

 

 

(23,474)

 

 

(30,867)

 

 

(28,177)

 

 

(54,793)

 

 

 

(23,474)

 

 

(30,867)

 

 

(28,177)

 

 

(54,793)

 

 

(125,743)

 

Loss on derivatives

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(258,205)

 

Foreign currency exchange gains

 

 

10,294

 

 

165,664

 

 

120,246

 

 

200,438

 

 

161,680

 

Gain (loss) on derivatives

 

 

 —

 

 

 —

 

 

 —

 

 

(258,205)

 

 

43,594

 

Foreign currency exchange gains (losses)

 

 

165,664

 

 

120,246

 

 

200,438

 

 

161,680

 

 

(13,751)

 

Dividend income

 

 

4,500

 

 

4,500

 

 

6,750

 

 

9,000

 

 

11,250

 

 

 

4,500

 

 

6,750

 

 

9,000

 

 

11,250

 

 

14,400

 

Other—net

 

 

655

 

 

(3,055)

 

 

(8,030)

 

 

(85)

 

 

(20,075)

 

 

 

(3,055)

 

 

(8,030)

 

 

(85)

 

 

(20,075)

 

 

(60,255)

 

Income (loss) before income taxes

 

 

2,374,079

 

 

1,050,395

 

 

(549,203)

 

 

458,297

 

 

(228,750)

 

 

 

1,050,395

 

 

(549,203)

 

 

458,297

 

 

(228,750)

 

 

(1,316,972)

 

Income taxes (benefit)

 

 

1,003,441

 

 

449,884

 

 

(105,651)

 

 

238,094

 

 

183,125

 

 

 

449,884

 

 

(105,651)

 

 

238,094

 

 

183,125

 

 

(458,109)

 

Net income (loss)

 

 

1,370,638

 

 

600,511

 

 

(443,552)

 

 

220,203

 

 

(411,875)

 

 

 

600,511

 

 

(443,552)

 

 

220,203

 

 

(411,875)

 

 

(858,863)

 

Less: Net income (loss) attributable to noncontrolling interests

 

 

2,951

 

 

4,490

 

 

4,798

 

 

1,750

 

 

5,757

 

Less: Net income attributable to noncontrolling interests

 

 

4,490

 

 

4,798

 

 

1,750

 

 

5,757

 

 

6,224

 

Net income (loss) attributable to FRONTEO, Inc. shareholders

 

¥

1,367,687

 

¥

596,021

 

¥

(448,350)

 

¥

218,453

 

¥

(417,632)

 

 

¥

596,021

 

¥

(448,350)

 

¥

218,453

 

¥

(417,632)

 

¥

(865,087)

 

 

1


 

Table of Contents 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the years ended March 31,

 

 

For the years ended March 31,

 

    

2012

    

2013

    

2014

    

2015

    

2016

 

    

2013

    

2014

    

2015

    

2016

    

2017

    

Per Share Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to FRONTEO, Inc. shareholders per share *(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to FRONTEO, Inc. shareholders per share (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

51.5

 

¥

18.9

 

¥

(13.2)

 

¥

6.3

 

¥

(11.7)

 

 

¥

18.9

 

¥

(13.2)

 

¥

6.3

 

¥

(11.7)

 

¥

(23.8)

 

Diluted

 

 

42.2

 

 

18.3

 

 

(13.2)

 

 

6.1

 

 

(11.7)

 

 

 

18.3

 

 

(13.2)

 

 

6.1

 

 

(11.7)

 

 

(23.8)

 

Weighted average shares outstanding *(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

26,561,650

 

 

31,584,220

 

 

34,058,003

 

 

34,956,728

 

 

35,582,665

 

 

 

31,584,220

 

 

34,058,003

 

 

34,956,728

 

 

35,582,665

 

 

36,372,576

 

Diluted

 

 

32,415,890

 

 

32,527,780

 

 

34,058,003

 

 

35,798,753

 

 

35,582,665

 

 

 

32,527,780

 

 

34,058,003

 

 

35,798,753

 

 

35,582,665

 

 

36,372,576

 

Cash dividends declared per common share *(1)

 

 

0.8

 

 

5.0

 

 

 —

 

 

3.0

 

 

 —

 

Cash dividends declared per common share (1)

 

 

5.0

 

 

 —

 

 

3.0

 

 

3.0

 

 

 —

 

 


*(1) Share and per share data give effect to a 2-for-1 share split effective on October 1, 2011 and April 1, 2012, and a 10-for-1 share split effectedeffective on April 1, 2014, which represented one ADS for two common shares, as if such share split had occurred on April 1, 2011.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of March 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

2012

    

2013

    

2014

    

2015

    

2016

 

 

As of March 31,

 

 

(thousands of yen)

 

    

2013

    

2014

    

2015

    

2016

    

2017

    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(thousands of yen)

 

Consolidated Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

¥

2,410,304

 

¥

1,195,142

 

¥

1,378,444

 

¥

2,718,261

 

¥

1,795,960

 

 

¥

1,195,142

 

¥

1,378,444

 

¥

2,718,261

 

¥

1,795,960

 

¥

4,533,182

 

Total current assets

 

 

3,643,020

 

 

2,770,210

 

 

2,765,612

 

 

4,632,401

 

 

5,414,705

 

 

 

2,770,210

 

 

2,765,612

 

 

4,632,401

 

 

5,414,705

 

 

9,088,088

 

Total noncurrent assets

 

 

1,336,656

 

 

2,307,067

 

 

2,235,211

 

 

3,060,776

 

 

7,451,950

 

 

 

2,307,067

 

 

2,235,211

 

 

3,060,776

 

 

7,451,950

 

 

7,157,520

 

Total assets

 

 

4,979,676

 

 

5,077,277

 

 

5,000,823

 

 

7,693,177

 

 

12,866,655

 

 

 

5,077,277

 

 

5,000,823

 

 

7,693,177

 

 

12,866,655

 

 

16,245,608

 

Total current liabilities

 

 

1,763,575

 

 

1,070,451

 

 

840,652

 

 

1,504,984

 

 

3,573,540

 

 

 

1,070,451

 

 

840,652

 

 

1,504,984

 

 

3,573,540

 

 

3,840,089

 

Working capital

 

 

1,879,445

 

 

1,699,759

 

 

1,924,960

 

 

3,127,417

 

 

1,841,165

 

 

 

1,699,759

 

 

1,924,960

 

 

3,127,417

 

 

1,841,165

 

 

5,247,999

 

Long-term debt (excluding current portion)

 

 

400,020

 

 

447,284

 

 

445,186

 

 

775,340

 

 

3,636,987

 

Long-term debt

 

 

447,284

 

 

445,186

 

 

775,340

 

 

3,636,987

 

 

5,937,293

 

Total noncurrent liabilities

 

 

476,547

 

 

629,854

 

 

538,557

 

 

939,842

 

 

4,852,567

 

 

 

629,854

 

 

538,557

 

 

939,842

 

 

4,852,567

 

 

7,401,159

 

Total liabilities

 

 

2,240,122

 

 

1,700,305

 

 

1,379,209

 

 

2,944,826

 

 

8,426,107

 

 

 

1,700,305

 

 

1,379,209

 

 

2,944,826

 

 

8,426,107

 

 

11,241,248

 

Total FRONTEO, Inc. shareholders’ equity

 

 

2,727,536

 

 

3,360,464

 

 

3,600,308

 

 

5,234,907

 

 

4,421,350

 

 

 

3,360,464

 

 

3,600,308

 

 

5,234,907

 

 

4,421,350

 

 

4,972,016

 

Total equity

 

 

2,739,554

 

 

3,376,972

 

 

3,621,614

 

 

5,248,351

 

 

4,440,548

 

 

 

3,376,972

 

 

3,621,614

 

 

5,248,351

 

 

4,440,548

 

 

5,004,360

 

Operating Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

621,522

 

 

1,014,617

 

 

521,024

 

 

689,287

 

 

1,125,853

 

 

 

1,014,617

 

 

521,024

 

 

689,287

 

 

1,125,853

 

 

1,369,471

 

Net cash provided by (used in):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities

 

 

2,043,549

 

 

118,407

 

 

(2,400)

 

 

1,013,980

 

 

616,240

 

 

 

118,407

 

 

(2,400)

 

 

1,013,980

 

 

616,240

 

 

(390,794)

 

Investing activities

 

 

(520,224)

 

 

(1,132,703)

 

 

(630,180)

 

 

(1,413,188)

 

 

(4,710,421)

 

 

 

(1,132,703)

 

 

(630,180)

 

 

(1,413,188)

 

 

(4,710,421)

 

 

(953,077)

 

Financing activities

 

 

213,210

 

 

(282,979)

 

 

762,915

 

 

1,684,300

 

 

3,212,916

 

 

 

(282,979)

 

 

762,915

 

 

1,684,300

 

 

3,212,916

 

 

4,066,472

 

 

Financial covenants

 

There are restrictive covenants related to the bank borrowings under the credit lineof ¥3,608,150 thousand as of March 31, 2017, including requirements to maintain a minimum level of net assets and ordinary income in the stand-alone and consolidated financial statements of us,the Company, measured under accounting principles generally accepted in Japan (“Japanese GAAP”). FRONTEO is required to maintain net assets at a level which is at least 75% of (a) net assets as of March 31, 2011; ¥1,168,013 thousand on a stand-alone basis and ¥1,173,1452015 of ¥5,220,772 thousand on a consolidated basis under Japanese GAAP or (b) net assets at the end of the previous year, whichever is higher. The ordinary income covenant states that FRONTEO, Inc. and the Company shall not record ordinary losses in any two consecutive fiscal years. FRONTEO is in compliance with these restrictive covenants at March 31, 2016.2017.

 

There are restrictive covenants related to the bank borrowings of ¥3,565,283¥210,337 thousand as of March 31, 2016,2017, including requirements to maintain a minimum level of net assets and ordinary income in the stand-alone and

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consolidated financial statements of the Company, measured under Japanese GAAP. FRONTEO is required to maintain net assets at a level which is at least 75% of (a) net assets as of March 31, 2015; ¥5,032,824 thousand on a stand-alone basis and ¥5,220,772 thousand on a consolidated basis under Japanese GAAP or (b) net assets at the end of the previous year, whichever is higher. The ordinary income covenant states that FRONTEO and the Company shall not record ordinary losses in any two consecutive fiscal years. FRONTEO is in compliance with these restrictive covenants at March 31, 2016.2017.

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There are restrictive covenants related to the syndicated loan of ¥1,300,000 thousand as of March 31, 2017, including requirements to maintain a minimum level of net assets and ordinary income in the stand-alone and consolidated financial statements of the Company, measured under Japanese GAAP. FRONTEO is required to maintain net assets at a level which is at least 75% of (a) net assets as of March 31, 2016; ¥5,187,455 thousand on a stand-alone basis and ¥4,657,450 thousand on a consolidated basis under Japanese GAAP or (b) net assets at the end of the previous year, whichever is higher. The ordinary income covenant states that FRONTEO and the Company shall not record ordinary losses in any two consecutive fiscal years. FRONTEO is in compliance with these restrictive covenants at March 31, 2017.

 

There are restrictive covenants related to the revolving credit facility of ¥1,000,000 thousand as of March 31, 2016,2017, including requirements to maintain a minimum level of net assets and ordinary income in the stand-alone and consolidated financial statements of the Company, measured under Japanese GAAP. FRONTEO is required to maintain net assets at a level which is at least 75% of (a) net assets as of March 31, 2012; ¥2,607,338 thousand on a stand-alone basis and ¥2,655,320 thousand on a consolidated basis under Japanese GAAP or (b) net assets at the end of the previous year, whichever is higher. The ordinary income covenant states that FRONTEO and the Company shall not record ordinary losses in any two consecutive fiscal years. As of March 31, 2017, FRONTEO is not in compliance with these restrictive covenants. Subsequent to the year end, one of Japanese banks determined not to execute the loans and the Company repaid in an aggregate principal amount of ¥200 million to the bank. The other Japanese banks executed the loans in June and July 2017 and the remaining principal amount of ¥800 million are classified as short-term bank borrowing and will become due on December 22, 2017, unless further extension of the maturity of the credit facility will be submitted and approved by the consortium.

As of March 31, 2017, the Company pledged the common stock of its subsidiary in the United States with carrying value of  ¥4,394,269 thousand as security for a borrowing from bank of ¥1,999,582 thousand.

 

Dividends

 

The Companies Act of Japan (Companies Act) permits companies to distribute dividends-in-kind (non-cash assets) to shareholders subject to certain limitations and additional requirements. Semiannual interim dividends may also be paid once a year upon resolution by the Board of Directors if the articles of incorporation so stipulate. The Companies Act provides certain limitations on the amounts available for dividends or the purchase of treasury stock. The limitation is defined as the amount available for distribution to the shareholders, but the amount of net assets after dividends must be maintained at no less than ¥ 3 million.

 

The amount of retained earnings available for dividends under the Companies Act is based on the amount of retained earnings recorded in the Company’s general books of account prepared using generally accepted Japanese accounting practices. The adjustments included in the accompanying consolidated financial statements for U.S.GAAP purposes but not recorded in the general books of account have no effect on the determination of retained earnings available for dividends under the Companies Act.

 

On June 22, 2012, our Board of Directors declared a year-end cash dividend of ¥50 per share of common stock to shareholders of record at as of June 25, 2012. On June 25, 2013, our Board of Directors declared a year-end cash dividend of ¥50 per share of common stock to shareholders of record as of June 26, 2013. The aforementioned per share cash dividends do not reflect a 2-for-1 share split effective on October 1, 2011 and April 1, 2012 and a 10-for-1 share split effective on April 1, 2014. We did not declare a cash dividend in 2014. On June 23, 2015, our Board of Directors declared a year-end cash dividend of ¥3 per share of common stock, payable to shareholders of record as of March 31, 2015. On June 29, 2016, our Board of Directors declared a year-end cash dividend of ¥3 per share of common stock, payable to shareholders of record as of March 31, 2016. The dividends declared in June 2012, 2013, 2015 and 2016 totaled ¥145.6 million, ¥159.7 million, ¥106.5 million and ¥107.3 million respectively. The declaration on June 29, 2016 isWe did not recorded on balance sheet as of March 31, 2016.declare a cash dividend in 2017.

 

In appropriate circumstances, our Board of Directors may determine in its discretion, within the limits of the Companies Act, to declare dividends in the future, but there can be no assurance that any such dividends will be declared or paid at any time.

 

Exchange Rates

 

The following table sets forth, for the periods and dates indicated, information concerning the noon buying rate for Japanese yen announced by the Federal Reserve Bank of New York, expressed in Japanese yen per $1.00. The noon buying rate as of July 29, 2016June 30, 2017 was $1.00 = ¥102.32.¥112.40. The Company does not intend to imply that the Japanese yen or

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Japanese yen or U.S. dollar amounts referred to in this annual report could have been or could be converted into U.S. dollars or Japanese yen, as the case may be, at any particular rate, or at all.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

Average of

    

 

    

 

 

    

 

    

Average of

    

 

    

 

 

 

At end of

 

month-end-

 

 

 

 

 

 

At end of

 

month-end-

 

 

 

 

 

Fiscal years ended March 31,

 

period

 

rates

 

High

 

Low

 

 

period

 

rates

 

High

 

Low

 

 

 

 

 

 

(¥ per $1.00)

 

 

 

 

 

 

 

 

(¥ per $1.00)

 

2012

 

82.41

 

78.86

 

82.41

 

76.34

 

2013

 

94.16

 

83.26

 

96.16

 

77.41

 

 

94.16

 

83.26

 

96.16

 

77.41

 

2014

 

102.98

 

100.46

 

105.25

 

92.96

 

 

102.98

 

100.46

 

105.25

 

92.96

 

2015

 

119.96

 

110.78

 

121.50

 

101.26

 

 

119.96

 

110.78

 

121.50

 

101.26

 

2016

 

112.42

 

120.13

 

125.58

 

111.30

 

 

112.42

 

120.13

 

125.58

 

111.30

 

2017*

 

102.32

 

105.69

 

112.06

 

100.65

 

2017

 

111.41

 

108.31

 

114.19

 

100.07

 

2018*

 

112.40

 

111.52

 

118.32

 

108.40

 

 

 

 

 

 

 

 

 

 Month ended

    

High

    

Low

 

 

 

(¥ per $1.00)

 

January 2016

 

121.05

 

116.38

 

February 2016

 

121.06

 

111.36

 

March 2016

 

113.94

 

111.30

 

April 2016

 

112.06

 

106.90

 

May 2016

 

110.75

 

106.34

 

June 2016

 

109.55

 

101.66

 

July 2016*

 

106.65

 

100.65

 

 

 

 

 

 

 

 Month ended

    

High

    

Low

 

 

 

(¥ per $1.00)

 

January 2017

 

117.68

 

112.72

 

February 2017

 

114.34

 

111.74

 

March 2017

 

115.02

 

110.48

 

April 2017

 

111.52

 

108.40

 

May 2017

 

114.19

 

110.68

 

June 2017

 

112.42

 

109.16

 

 

 

 

 

 

 


*For fiscal years, calculated from the average of the exchange rates on the last day of each month during the period. Average exchange rate of fiscal year ending March 31, 2017,2018, calculated based on the month-end exchange rates of April 1, 20162017 through July 29, 2016.14, 2017.

 

3.B.CAPITALIZATION AND INDEBTEDNESS

 

Not applicable.

 

3.C.REASONS FOR THE OFFER AND USE OF PROCEEDS

 

Not applicable.

 

3.D.RISK FACTORS

 

Risks Related to Our Business

 

We may not be able to achieve our expected revenues, operating income or net income in the future due to several factors involving our business operations, including a decrease in our revenue from our eDiscovery business.

 

Our expected levels of revenue, operating income or net income may not be achieved due to several other factors, including, but not limited to:

 

·

a decrease in revenues from our core eDiscovery business if more law firms that use our services perform their own manual review of documents we have identified in the eDiscovery process;

 

·

a decrease in revenue if we fail to successfully differentiate our technical skills from those of our competitors, if the average revenue per project decreases, if there is cancellation or scale-down of large accounts or if the prices we charge for our services fall dramatically;

 

·

failure to control personnel and outsourcing costs, or if we fail to manage personnel elsewhere; or

 

·

an increase in selling, general and administrative costs above expected levels, such as personnel expenses, advertising expenses and office rent-related expenses, in conjunction with our planned business expansion.

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Our acquisitions may not achieve expected benefits, and may increase our liabilities, disrupt our existing business and harm our operating results.

 

We completed the acquisition of TechLaw Solutions, Inc. (now “FRONTEO Government Services, Inc.”) and EvD, Inc. (now “FRONTEO USA”) and the business of Essential Discovery, Inc. (“EDI”) in order to efficiently develop sales channels in the U.S. and enhance our business competitiveness.

 

We incurred significant expenses to acquire and integrate business. The benefits we expect to receive from these and other acquisitions depend on our ability to successfully conduct due diligence, negotiate the terms of the acquisition and integrate the acquired business into our systems, procedures and organizational structure. Any inaccuracy in our acquisition assumptions or any failure to uncover liabilities or risks associated with the acquisition, make the acquisition on favorable terms, integrate the acquired business or assets as and when expected or retain key employees of the acquired company may reduce or eliminate the expected benefits of the acquisition to us, increase our costs, disrupt our operations, result in additional liabilities, investigations and litigation, and may also harm our strategy, our business and our operating results. The failure to achieve expected acquisition benefits may also result in impairment charges for goodwill and purchased intangible assets.

 

Our business may be adversely affected if our forensics or eDiscovery systems suffer interruptions, errors or delays.

 

Interruptions, errors or delays with respect to our forensics or eDiscovery systems may be caused by human errors or natural factors, many of which are beyond our control, including, but not limited to, damage from fire, earthquakes or other natural disasters, power loss, sabotage, computer hackers, human errors, computer viruses and other similar events. Some of our computer and networking equipment is located in earthquake-prone areas. Any disruption, outages, or delays or other difficulties experienced by any of our technological and information systems and networks could result in a decrease in new or existing accounts, loss or exposure of confidential information, reduction in revenues and profits, costly repairs or upgrades, reputational damage and decreased consumer and corporate customer confidence in our business, any or all of which could have a material adverse effect on our business, financial condition and results of operations.

 

We may not achieve our financial targets or maintain our current level of total revenue, operating income or net income if the economy in the United States or Asian countries, including Japan, deteriorates or does not improve.

 

Our business is principally conducted in Japan, other Asian countries and the United States and most of our revenues are from clients operating in the United States and Asia. If U.S. and Asian economies deteriorate or do not improve, it may become difficult to maintain our current level of revenue and margins or achieve our expected revenues, operating income or net income.

 

We have taken precautions to mitigate the inherent risks of natural disasters such as earthquakes and tsunamis by enhancing our business continuity planning and investing in additional data centers both inside and outside of Japan. However, if an environmental catastrophe were to occur or should regions in which our data centers are located experience the disruption of social infrastructure or power shortages and other impacts due to similar natural disasters, our backbone network and service facilities could fail and as a result, we may suffer direct and indirect damages, which may adversely affect our financial condition and results of operations.

 

We could incur asset impairment charges for goodwill, intangible assets or other long-lived assets.

 

We have a significant amountamounts of goodwill, intangible assets and other long-lived assets. A decline in financial performance, market capitalization or changes in estimates and assumptions used in the impairment analysis, which in many cases requires significant judgment, could result in impairment charges of these assets.

 

Goodwill is not amortized and is tested annually for impairment of the fiscal year and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value below its carrying amount. In assessing goodwill for impairment, we have the option to first perform a qualitative assessment to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Reporting units are our operating segments or one level below the operating segments. If we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, no additional tests to assess goodwill for impairment are required to be performed. If we conclude

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otherwise or elect not to perform the qualitative assessment, then it is required to perform the first step of a two-step impairment review process. If the carrying amount of a reporting unit exceeds its fair value, we then perform the second step of

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the goodwill impairment test to measure the amount of impairment loss, if any, and an impairment charge is recorded for the amount.

 

If we fail to keep and manage our confidential customer information, or if our technical systems suffer interruption or damage, we could be subject to lawsuits, incur expenses associated with our security systems or suffer damage to our reputation.

 

We keep and manage confidential information and/or privileged data obtained from our clients. We exercise care in protecting the confidentiality and integrity of such information and take steps to ensure its security. However, we can give no assurance that the steps taken by us in this regard will be adequate to protect our clients’ confidential information or privileged data. A disaster could interrupt our services for an indeterminate length of time and severely damage our business, prospects, financial condition and results of operations. Our systems and operations are vulnerable to damage or interruption from fire, floods, network failure, hardware failure, software failure, power loss, telecommunication failures, computer viruses, denial of service attacks, penetration of our network by unauthorized computer users and “hackers” and other similar events, and other unanticipated problems. In addition, despite internal controls, misconduct by an employee could result in the improper use or disclosure of confidential information.

 

Any of the disruptions or events listed above could cause material interruptions or delays in our business, resulting in the loss of data or rendering us unable to provide services to our clients. In addition, if anyone can circumvent our security measures, he or she could destroy or misappropriate valuable information or disrupt our operations. Although we have taken measures that we consider to be prudent and adequate to protect against these events, we may not have developed or implemented adequate protections or safeguards to overcome the damage they may cause. We also may not have anticipated or addressed many of the potential events that could threaten or undermine our data systems. If any material leak of clients’ information were to occur, we could be subject to lawsuits for damages from our clients, incur expenses associated with repairing or upgrading our security systems and suffer damages to our reputation that could result in a material decline in clients as well as an increase in service cancellations. The realization of these or similar risks may have a material adverse effect on our business, financial condition and result of operations.

 

If we fail to effectively manage our growth, our business, financial condition, results of operations and business prospects may be materially adversely affected.

 

We have limited operational, administrative and financial resources, which may be inadequate to sustain our rapid growth and planned expansion. If our customer base continues to expand, investments in our technology platform, facilities and other areas of operations, including customer service and sales and marketing, will also increase. Our future success will depend on, among other things, our ability to effectively maintain our relationships with our key clients, to continue training, motivating and retaining our key employees and attract and integrate new employees, and to maintain adequate controls and procedures to ensure that our periodic public disclosure under applicable laws, including U.S. and Japanese securities laws, is complete and accurate.

 

We have experienced a period of rapid growth and expansion that has placed, and continues to place, significant strain on our management personnel, systems and resources. To accommodate our current and planned growth we anticipate that we will need to implement a variety of new and upgraded operational and financial systems, procedures and controls, all of which require substantial commitment of financial and management resources. We also will need to continue to expand, train, manage and motivate our workforce, and manage our relationships with clients. These efforts require substantial management efforts and skills and may incur additional expenditures.

 

If we fail to keep up with the rapid technological changes in our industry, we may lose clients due to obsolete services.

 

Our markets are characterized by:

 

·

frequent new product and service introductions;

 

·

continually changing customer requirements; and

 

·

evolving industry standards.

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Although we believe that the most recent version of Lit i View (version 7.9,7.13, released in April 2016)June 2017), which features improvements in predictive coding and, therefore, the speed and accuracy of our primary eDiscovery

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software, is a significant stride forward, not only compared to the previous version of Lit i View but also compared with Asian language products of our competitors, if we fail to obtain access to new or important technologies or to develop and introduce new services and enhancements that are compatible with changing industry technologies and standards and customer requirements, we may lose clients.

 

Our pursuit of necessary technological advances will require us to display unwavering commitment and a substantial investment in time and expense. Some of our competitors have greater financial and other resources than we do and, therefore, may be better able to meet the time and expense demands of achieving technological advances. This may allow our competitors to respond more quickly to new and emerging technologies and standards or invest more heavily in upgrading or replacing equipment to take advantage of new technologies and standards.

 

We face significant competition and may be unable to compete successfully against our competitors, which would have a material adverse effect on our business and results of operations.

 

Our primary competitors are companies with long established eDiscovery operations, which have significant, and often multi-faceted, operations with law firms and companies operating internationally. Many of our competitors have significantly greater financial resources, longer operating histories and more experience in attracting and retaining clients and managing relationships with the law firms and companies that constitute our target clients than we do. They may compete with us for clients in a variety of ways, including, without limitation, with respect to price and their more extensive eDiscovery and other analytical experience. If any of our competitors provide or develop comparable or superior computer forensic or eDiscovery services, the results would have a material adverse effect on our results of operations.

 

We depend on our key personnel for the success of our business, and losing their services would severely disrupt our business.

 

Our future success is heavily dependent upon the continued service of our key executives, including Masahiro Morimoto, our founder, Chairman and Chief Executive Officer, and Naritomo Ikeue, our Executive Vice-President, Group Chief Financial Officer, and Chief Operating Officer, among others. If we lose the services of senior members of our management or other key employees, we may not be able to locate suitable or qualified replacements, and may incur additional expenses to recruit and train new personnel, which could severely disrupt our business and growth. In addition, if any of these key executives or employees joins a competitor or forms a competing company, we could lose clients. Each of our executive officers has entered into an employment agreement with us. We do not maintain key-man life insurance for any of our key executives. Competition for qualified individuals could cause us to offer higher compensation and other benefits to attract and retain them, which could materially and adversely affect our financial condition and results of operations.

 

We require additional human resources and incur increased costs and administrative workload as a result of being a U.S. public company.

 

As a public company in the United States, we are subject to a number of regulatory requirements, including the reporting requirements of the Securities Exchange Act of 1934, as amended (Exchange Act), the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley Act), and the regulations promulgated thereunder, and the listing standards of the Nasdaq. Although we are required to comply with Section 404(a) of the Sarbanes-Oxley Act when filing our annual report on Form 20-F for the fiscal year ended March 31, 2016,2017, as an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (Securities Act), we have decided to take advantage of the exemption provided by the Jumpstart Our Business Startups Act of 2012 (JOBS Act), which, assuming we continue to be an emerging growth company, allows us to delay complying with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 until we are required to file our annual report on Form 20-F for the fiscal year ending March 31, 2019. Even though, as a foreign private issuer, some of these requirements may be more relaxed than they would be if we were a U.S. corporation, we will incur significant legal, accounting and other expenses that we did not incur prior to becoming a public company in the United States. We expect that these rules and regulations will increase our legal, accounting and financial compliance costs and will make certain corporate activities more time-consuming and costly.

 

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We have determined during our reporting process for the fiscal year ending March 31, 20162017 that there were material weaknesses in our internal controls over financial reporting as of that date. If we fail to re-establish and maintain the effective system over financial reporting, we may not be able to accurately report our financial results or prevent fraud, and investor confidence and the market price of our ADSs may be adversely impacted.

 

Our management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in “Internal Control — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

Under auditing standards established by the U.S. Public Company Accounting Oversight Board, a material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely basis.

 

In connection with the Company’s assessment of internal controls as of March 31, 2016,2017, the Company has determined that, it hadthe material weaknesses in internal controls over financial reporting exist at FRONTEO USA, Inc. (FUSA) identified in the business combination accounting forprior year remain, specifically in the July 31, 2015 acquisitionareas of EvD, along with internal controls over revenue recognition, for that acquired business.  In addition,income taxes and financial closing including other major recurring and non-recurring transactions. There have been notable improvements related to revenue recognition processes because of the Company’s focused remediation efforts during the year. However, the impact of the remaining material weaknesses relatingof FUSA continues to EvD hadhave a negative impact on the overall financial statement close process, resulting in a material weakness in internal controls therein at the consolidatedconsolidation level.

 

Our management fully recognizes the importance of design, implementation, and maintenance of internal controls related to financial reporting. In orderWe will continue to ensure adequate internal controls, we will reviewput efforts to improve the financial close process in detail,control environment, strengthen the personnel in the accounting and finance departments of both FRONTEO and EvDFUSA and establish effective measures to prevent the continuation or reoccurrence of such material weaknesses, in particular, by strengthening the controls related to acquisitions orrevenue recognition, income taxes, financial closing including other major recurring and non-recurring transactions. Our management has been and will continue to be required to devote a substantial amount of time to review and implement remediation of these material weaknesses. However, until this remediation is complete, we cannot assure you that it will be completed in a timely manner. Furthermore, we expect to incur additional costs in remediating the material weakness that exist in our internal control over financial reporting.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluations of effectiveness to future periods are subject to the risk controls and may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  However, until this remediation is complete, we cannot assure you that it will be completed in a timely manner.

 

Undetected programming errors could harm our reputation or decrease market acceptance of our services, which would materially and adversely affect our results of operations.

 

Our software solutions are complex and may contain defects, errors or bugs when first introduced to the market or to a particular client, or as new versions are released. Because we cannot test for all possible scenarios, our solutions may contain errors which are not discovered until after they have been installed, and we may not be able to timely correct these problems. These defects, errors or bugs could interrupt or delay completion of projects or sales to our clients. In addition, our reputation may be damaged and we may fail to acquire new projects from existing clients or new clients. We generally have been able to resolve such flaws and errors. However, we cannot assure you that we will be able to detect and resolve all these programming flaws and errors in a timely manner. Undetected programming errors, defects and resulting unsatisfactory customer service to clients can disrupt our operations, adversely affect the client experience, harm our reputation, or cause our clients to reduce their use of our services, any of which could materially and adversely affect our results of operations.

 

Our failure to protect our intellectual property rights may undermine our competitive position, and subject us to costly litigation to protect our intellectual property rights.

 

A substantial portion of our software solutions and systems are proprietary and we rely on statutory copyright, trademark, patent, trade secret laws, client license agreements, employee and third-party non-disclosure agreements and other methods to protect our proprietary rights. Nevertheless, these resources afford only limited protection and the actions we take to protect our intellectual property rights may not be adequate. We cannot assure you that we have secured, or will be able to secure, appropriate protections for all of our proprietary rights. In particular, third parties may infringe or misappropriate our proprietary technologies or other intellectual property rights, which could have a material adverse effect on our business, financial condition and results of operations. In

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adverse effect on our business, financial condition and results of operations. In addition, litigation may be necessary to enforce our intellectual property rights, protect our trade secrets or determine the validity and scope of the proprietary rights of others. The outcome of any such litigation may not be in our favor. Furthermore, any such litigation may be costly and may divert management attention as well as other resources away from our business. An adverse determination in any such litigation will impair our intellectual property rights and may harm our business, prospects and reputation. The occurrence of any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

 

We may be subject to infringement, misappropriation and indemnity claims in the future, which may cause us to incur significant expenses, pay substantial damages and be prevented from providing our services or technologies.

 

Our success depends, in part, on our ability to carry out our business without infringing the intellectual property rights of third parties. Patent and copyright law covering software-related technologies is evolving rapidly and is subject to a great deal of uncertainty. Some third party intellectual property rights may be extremely broad and it may not be possible for us to conduct our operations in such a way so as to avoid infringement of those intellectual property rights. Our proprietary or licensed technologies, processes or methods may be covered by third-party patents or copyrights, either now existing or to be issued in the future.

 

Third parties may raise claims against us alleging infringement or violation of their intellectual property and any such litigation may cause us to incur significant expenses. Third-party claims, if successfully asserted against us may cause us to pay substantial damages, seek licenses from third parties, pay ongoing royalties, redesign our services or technologies, or prevent us from providing services or technologies subject to these claims. Even if we were to prevail, any litigation would likely be costly and time-consuming and divert the attention of our management and key personnel from our business operations.

 

If we are not able to successfully market our services to new and existing clients and to build our brand and achieve market acceptance for our solutions and services, we may not be able to maintain and expand our operations and our results may be adversely affected.

 

While we derive a significant portion of our revenue from a small number of substantial clients, the specific clients change from year to year, and we expect this trend to continue. The vast majority of our revenue is derived from limited scope engagements that do not include long-term commitments. Our clients use eDiscovery and forensic services, for the most part, on an ���as“as needed basis,” when a specific legal or administrative proceeding, investigation or other legal challenge requires them to rapidly analyze and produce large amounts of digitally-formatted information. In the absence of such a demand, our clients’ demand for our services and solutions tends to be much less extensive. This means that contracts for our eDiscovery services tend to be time and subject specific. The fact that we have sold our solutions to a client in one fiscal year or quarter does not ensure on-going use by that client in any subsequent period, unless a new need for our services arises.

 

In light of this situation, in order to expand our business, it is imperative for us to continuously market our services and solutions to existing and potential clients and to build market recognition of our capabilities and our brand so that, when companies have a need for eDiscovery and forensic services, we and our solutions are perceived as an attractive alternative. If our marketing and brand building efforts are not successful and we are not able to secure new mandates when existing contracts reach their conclusion, we may have difficulty maintaining and increasing the use of our services and our quarterly and annual results of operations could be materially adversely affected.

 

We and our subsidiaries have changed names of entities recently in order to strengthen our corporate identity. If this change impair our brand recognition among existing and new clients, our business would have a material adverse effect.

 

Our solutions incorporate and work in conjunction with third-party hardware and software products. If this hardware or software were not available to us at reasonable cost or at all, our results of operations could be adversely impacted.

 

Although our solutions primarily rely on our own core technologies, some of our solutions incorporate third-party hardware and software products. In addition, our solutions are designed to work in conjunction with the third-party hardware and software in our clients’ existing systems. If any third party were to discontinue making their products available to us or our clients on a timely basis, or were to increase materially the cost of their products, or if our solutions

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failed to properly function or interoperate with replacement hardware or software products, we may need to incur costs in finding replacement products and, if necessary, redesigning our solutions to function with or on replacement third-party products. Replacement products may not be available on terms

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acceptable to us or at all, and we may be unable to develop alternative solutions or redesign our solutions on a timely basis or at a reasonable cost. If any of these were to occur, our results of operations could be adversely impacted.

 

Future government legislation or changes in court rules could adversely affect our ability to sell our eDiscovery systems.

 

The delivery of our eDiscovery services is not directly regulated by the U.S. or Japanese governments. Our eDiscovery solutions and the clients we serve are, however, directly or indirectly affected by federal and state laws and regulations and court rules. For example, any amendments to the Federal Rules of Civil Procedure regarding discovery of “electronically stored information” could affect our clients, and indirectly, our ability to productively market and sell our eDiscovery solutions. Future federal or state legislation or court rules, or court interpretations of those laws and rules, could have an adverse impact on our revenues and results of operations.

 

Our ability to expand our operations and maintain or increase our revenue is dependent on the quality of our offerings of solutions and services, and our failure to perform at a high level and provide high quality service could have a material adverse effect on our results of operations.

 

Our clients depend upon our customer service and support staff to meet their eDiscovery and forensic analysis needs. High-quality support services are critical for the successful and sale of our services and solutions. If we fail to provide high-quality support on an ongoing basis, our clients may react negatively and our reputation in the marketplace could be materially and adversely affected, which would negatively impact our ability to secure contracts from existing and potential clients. Our failure to maintain high-quality support services could have a material and adverse effect on our business, results of operations and financial condition.

 

Our principal shareholders, directors and executive officers own a large percentage of our shares and have significant voting power, allowing them to exercise substantial influence over matters subject to shareholder approval.

 

Our executive officers, directors and principal shareholders holding 5% or more of our outstanding shares and their respective affiliates beneficially own a significant percentage of our issued and outstanding voting shares. Accordingly, these executive officers, directors and principal shareholders have substantial influence over the outcome of corporate actions requiring shareholder approval, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets or any other significant corporate transaction, and their interests may not align with the interests of our other shareholders. These shareholders may also delay or prevent a change of control or otherwise discourage a potential acquirer from attempting to obtain control of us, even if such a change of control would benefit our other shareholders.

 

Significant movements in foreign currency exchange rates or change in monetary policy may materially harm our financial results.

 

Our reporting currency is the Japanese yen and our operations in other countries, including the United States, South Korea, and Taiwan, use the applicable local currency. We are subject to the effects of exchange rate fluctuations with respect to any of these currencies which, among other factors, may be influenced by government policies and domestic and international economic and political developments.

 

Any significant change in the value of the currencies of the countries in which we do business against the Japanese yen could have a material adverse effect on our financial condition and results of operations, expressed in Japanese yen.

 

We recognize foreign currency transaction gains and losses arising from our operations in the period incurred. As a result, currency fluctuations between the Japanese yen and the other currencies in which we do business have caused and will continue to cause foreign currency transaction and translation gains and losses, which historically have sometimes been material and could be material in future periods. We cannot predict the effects of exchange rate fluctuations upon our future operating results because of the number of currencies involved, the variability of currency

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exposures and the potential volatility of currency exchange rates. We do not take actions to manage our foreign currency exposure, such as entering into hedging transactions.

 

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Risks Related to the Ownership of Our American Depositary Shares (ADSs)

 

We expect that the price of our ADSs will fluctuate substantially.

 

The market price of our ADSs could be affected by a number of factors, including:

 

·

introduction of new products, services or technologies offered by us or our competitors;

 

·

any failure to meet or exceed revenue and financial projections we provide to the public;

 

·

actual or anticipated variations in our quarterly operating results or those of other companies in our industry;

 

·

our failure to meet or exceed the estimates and projections of the investment community;

 

·

general market conditions and overall fluctuations in United States or Japanese equity markets;

 

·

announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us or our competitors;

 

·

disputes or other developments relating to proprietary rights, including patents and our ability to obtain protection for our intellectual property;

 

·

additions or departures of our key management personnel;

 

·

issuances by us of debt or equity securities;

 

·

litigation involving our company, including: shareholder litigation; investigations or audits by regulators into the operations of our company; or proceedings initiated by our competitors or clients;

 

·

changes in the market valuations of similar companies;

 

·

significant sales of the ADSs or common stock by our shareholders in the future; and

 

·

the trading volume of the ADS.

 

In the past, securities markets have experienced significant price and volume fluctuations not related to the operating performance of particular companies. Future market fluctuations may also materially adversely affect the market price of our ADSs. In the past, following periods of volatility in the market price of a company’s securities, shareholders have often instituted securities class action litigation against that company. Any such class action suit or other securities litigation would divert the attention of our senior management, require us to incur significant expense and, whether or not adversely determined, could materially adversely affect our business, financial condition, results of operations and prospects.

 

Certain judgments obtained against us by holders of the American Depositary Shares may not be enforceable.

 

We are a company incorporated under the laws of Japan and our principal assets are located in Tokyo. In addition, all of our directors reside in jurisdictions outside of the United States and substantially all of the assets of these persons are located in those non-U.S. jurisdictions. As a result, it may not be possible to effect service of process within the United States or elsewhere upon these directors, including with respect to matters arising under the U.S. federal securities laws or applicable state securities laws. For example, Japan does not have treaties with the United States and many other countries providing for the reciprocal recognition and enforcement of judgments of courts. As a result, it may be difficult or impossible for holder of American Depositary Shares to bring an original action against us or against

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these individuals in a Japanese court in the event that a holder believes that its rights have been infringed under the U.S. federal securities laws or otherwise.

 

There is no statutory recognition in Japan of judgments obtained in the United States, although the courts of Japan will in certain circumstances recognize and enforce a civil, final judgment of a foreign court of competent jurisdiction without retrial on the merits. While there is no binding authority on this point, it may be difficult to enforce a civil judgment of a United States court imposing a monetary award based on the civil liability provisions of the U.S. federal securities laws.

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If securities or industry analysts publish negative reports or cease to publish reports about our business, the price and trading volume of our securities could decline.

 

The trading market for our ADSs depends in part on the research and reports that industry or financial analysts publish about us or our business. If one or more of the analysts covering us downgrade their estimates or evaluation of our common stock, the price of the ADSs could decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the market for the ADSs, which in turn could cause the price of the ADSs or trading volume to decline or adversely affect the liquidity of the market for the ADSs.

 

The value of our ADSs may not perfectly track the price of our common stock.

 

Our common stock currently trades on the Tokyo Stock Exchange (TSE) under stock code number 2158. Active trading volume and efficient pricing for our common stock on the TSE will usually, but not necessarily, indicate similar characteristics in respect of our ADSs. In addition, the terms and conditions of our agreement with our depositary may result in less liquidity or lower market value of our ADS than for our common stock. Since the holders of our ADSs may surrender our ADSs to take delivery of and trade our common stock (a characteristic that allows investors in ADSs to take advantage of price differentials between different markets), an illiquid market for our common stock may result in an illiquid market for our ADSs. Therefore, the trading price of our common stock may not be correlated with the price of our ADSs.

 

The right of holders of ADSs to participate in any future rights offerings may be limited, which may cause dilution to their holdings and holders of ADSs may not receive cash dividends if it is impractical to make them available to them.

 

We may, from time to time, distribute rights to our shareholders, including rights to acquire our securities. However, we cannot make any such rights available to our ADS holders in the United States unless we register such rights and the securities to which such rights relate under the Securities Act or an exemption from the registration requirements is available. In addition, the deposit agreement provides that the depositary bank will not make rights available to ADSs holders unless the distribution to ADS holders of both the rights and any related securities are either registered under the Securities Act or exempted from registration under the Securities Act. We are under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause such a registration statement to be declared effective. Moreover, we may not be able to establish an exemption from registration under the Securities Act. Accordingly, ADSs holders may be unable to participate in our rights offerings and may experience dilution.

 

The depositary has agreed to pay ADSs holders the cash dividends or other distributions it or the custodian receives on our common stock or other deposited securities after deducting its fees and expenses. However, because of these deductions, ADSs holders may receive less, on a per share basis with respect to their ADSs than they would if they owned the number of shares or other deposited securities directly. ADSs holders will receive these distributions in proportion to the number of common stock the ADSs represent. In addition, the depositary may, at its discretion, decide that it is not lawful or practical to make a distribution available to any holders of ADSs. For example, the depositary may determine that it is not practicable to distribute certain property through the mail, or that the value of certain distributions may be less than the cost of mailing them. In these cases, the depositary may decide not to distribute such property and ADSs holders will not receive such distribution.

 

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Sales of a substantial number of shares of our common stock or ADSs in the public markets by our existing shareholders could cause the price of our ADSs to fall.

 

Sales of a substantial number of shares of our common stock or ADSs in the public market or the perception that these sales might occur, could depress the market price of the ADSs and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that any such sales may have on the prevailing market price of the ADSs.

 

Rights of shareholders under Japanese law may be different from those under the laws of the United States.

 

Our articles of incorporation, the regulations of our Board of Directors and the Companies Act, govern our corporate affairs. Legal principles relating to such matters as the validity of corporate procedures, directors’ and officers’ fiduciary duties and shareholders rights are different from those that would apply if we were a company incorporated in the United States. Shareholders’ rights under Japanese law are different in some significant respects from shareholders’ rights under the laws of the United States. These differences include, but are not limited to,

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limitations on voting shares that comprise less than one full unit of our shares, the right to participate in a demand for the convocation of a general meeting of shareholders, and the right to join with other shareholders to propose an agenda item to be addressed at a general meeting of shareholders. ADSs holders may have more difficulty in asserting rights as a shareholder than they would as a shareholder of a corporation organized in the United States.

 

ADS holders may not have the same voting rights as the holders of our common stock and must act through the depositary to exercise their rights.

 

Except as described in the deposit agreement, holders of the ADSs will not be able to directly exercise voting rights attaching to the shares evidenced by the ADSs. In accordance with the terms of the deposit agreement, holders of the ADSs have the right to instruct the depositary how to vote the amount of common shares represented by their ADSs. However, ADSs holders may not receive voting materials in time to instruct the depositary to vote, and it is possible that, persons who hold ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise a right to vote. Upon our written request, the depositary will mail to ADSs holders a shareholder meeting notice which contains, among other things, a statement as to the manner in which voting instructions may be given, including an express indication that such instructions may be given or deemed given to the depositary to give a discretionary proxy to a person designated by us if no instructions are received by the depositary from ADSs holders on or before the response date established by the depositary. However, no voting instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which we inform the depositary that (i) we do not wish such proxy given, (ii) substantial opposition exists, or (iii) such matter materially and adversely affects the rights of shareholders. We make all reasonable efforts to cause the depositary to extend voting rights to ADSs holders in a timely manner, but holders may not receive the voting materials in time to ensure that they can instruct the depositary to vote. Furthermore, the depositary and its agents will not be responsible for any failure to carry out any instructions to vote, for the manner in which any vote is cast or for the effect of any such vote. As a result, ADSs holders may not be able to exercise the right to vote and may lack recourse if the ADSs are not voted as requested. In addition, ADSs holders are not be able to call a shareholders’ meeting.

 

ADS holders may be subject to limitations on transfer of your ADSs.

 

ADSs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time when it deems expedient in connection with the performance of its duties. In addition, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deem it advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.

 

We are exempt from certain corporate governance requirements of Nasdaq. This may afford less protection to the holders of our ADSs.

 

We are exempt from certain corporate governance requirements of Nasdaq by virtue of being a “foreign private issuer” as defined in Rule 405 under the Securities Act. As a foreign private issuer, we are permitted to, and plan to, follow the practice of Japan and of the TSE, on which our common stock is listed, in lieu of certain corporate governance requirements of Nasdaq.

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This means that we will be exempt from certain of Nasdaq’s corporate governance rules, including those that require:

 

·

a majority of our Board of Directors to be comprised of “independent directors” as defined by Nasdaq rules; and

 

·

our compensation committee and nominating committee to be comprised solely of “independent directors.”

 

As a result, we cannot assure you that the compensation of our officers will be determined, or recommended to the Board of Directors for determination, by a majority of the independent directors or a compensation committee comprised solely of independent directors. There also can be no assurance that director nominees will be selected, or recommended for the Board of Directors’ selection by a majority of the independent directors or a nominating committee comprised solely of independent directors.

 

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Unless we no longer qualify, or choose to no longer rely on these exemptions in the future, you will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.

 

We are an “emerging growth company” and our election to delay adoption of new or revised accounting standards applicable to public companies may result in our financial statements not being comparable to those of other public companies. As a result of this and other reduced disclosure and governance requirements applicable to emerging growth companies, our ADSs may be less attractive to investors.

 

We are a “foreign private issuer” and are not required to comply with certain periodic disclosure and current reporting requirements of the Exchange Act. In addition, we are an “emerging growth company,” as defined in the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to delay such adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result of such election, our financial statements may not be comparable to the financial statements of other public companies. We cannot predict if investors will find our ADSs less attractive because we rely on these exemptions. If some investors find our ADSs less attractive as a result, there may be a less active trading market for our ADSs and the trading price of our ADSs may be more volatile. We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.” We will cease to be an “emerging growth company” upon the earliest of the following conditions to occur: (i) the last day of the fiscal year in which we have more than $1.0 billion in annual revenues; (ii) the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities; (iii) the issuance, in any three-year period, by our company of more than $1.0 billion in non-convertible debt securities held by non-affiliates; or (iv) the last day of the fiscal year ending after the fifth anniversary of our initial public offering. If any of the conditions previously listed occurs, we would cease to be an emerging growth company as of the following March 31.

 

ITEM 4.INFORMATION ON THE COMPANY

 

4.A.HISTORY AND DEVELOPMENT OF THE COMPANY

 

We were formedestablished in 2003 in Japan and commenced our operations under the name Universal Business Incubators, Inc. in Japan under the Commercial Code of Japan, then changed our name to UBIC, Inc. in August 2004 and effective July 1, 2016, changed our name to FRONTEO, Inc. At the time of incorporation, we initially focusedJapan. focusing on importing and selling computer forensics tools within Japan, including totargeting domestic clients such as the National Police Agency and Japan’s

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Ministry of Defense. WeIn August 2004, we changed our name to UBIC, Inc., and in 2005, we entered the eDiscovery and electronic data forensic investigations markets in 2005 by leveraging the skills we had developed and refined through the application of our computer forensic tools.

In 2007, we listed our shares of FRONTEO, Inc. on the Mothers Marketplace of the Tokyo Stock Exchange (“TSE”), which is the primary market for high-growth and emerging technology companies on the TSE. InDuring that year, we established our wholly-owned subsidiary UBIC North America, Inc. (subsequently merged(“UNA”) with our other wholly-owned subsidiary EvD, Inc. to form FRONTEO USA, Inc. effectivean office in July 2016) with offices in Silicon Valley. Redwood City, California.

In 2009, we opened our officetwo offices in overseas: Seoul, South Korea and opened an office in Hong Kong. Kong, China.

In 2010, we established Payment Card Forensics, Inc., as oura Japanese subsidiary in Japan, in which we have awith an 60% ownership interest. In 2011, we established UBIC Risk Consulting, Inc.,  as oura Japanese subsidiary in Japan, in which we hadwith an 80% ownership interest. During that year, we also established two wholly-owned subsidiaries: UBIC Korea, Inc. and UBIC Taiwan, Inc. with offices in Seoul, South Korea and in Taipei, Taiwan, respectively. In 2011,addition, we opened our office in Reston, VA and also established UBIC Korea, Inc. (now named FRONTEO Korea, Inc.) and UBIC Taiwan, Inc. (now known as FRONTEO Taiwan, Inc.) with offices in Seoul, South Korea and Taipei City, Taiwan, respectively. during the year.

In 2012, we established UBIC Patent Partners, Inc., as our wholly-owned subsidiary in Japan, in whichJapan. During that year, we had a 100% ownership interest. In 2012, wealso opened our office in New York City. In July 2013, we relocated our Reston office to Washington D.C. York.

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In May 2013, we completed the initial public offering of our American Depositary Shares on the Nasdaq Global Market under the symbol “UBIC” (since July 1, 2016, “FTEO”). and relocated our Reston office to Washington D.C.

In JuneAugust 2014, we acquired TechLaw Solutions, Inc. (“TLS”), as our wholly-owned U.S. subsidiary, to expand our presence in the U.S. market for complete eDiscovery services. Headquartered in Chantilly, Virginia, TLS had a review center in New York and an operating center in Golden, Colorado. We also opened our office in Los Angeles, California. In addition, in August 2014, we acquired all shares of TechLaw Solutions, Inc. (“TLS”) (now renamed FRONTEO Government Services, Inc.) which is based mainly in the commonwealth of Virginia, in the United States. California during that year.

In February 2015, we acquired the outstanding capital stockremaining 20% ownership shares of UBIC Risk Consulting, Inc. not owned by us to make it our wholly owned subsidiary, and subsequently absorbed itinto the Company through an absorption-type merger. In April 2015, we established UBIC Medical, Inc. (now named FRONTEO Healthcare, Inc.), as our wholly-owned subsidiary in Japan, in which we have a 100% ownership interest.Japan. In July 2015, we established a review center in Washington, D.C. in the U.S., and subsequently acquired of the outstanding shares of EvD, Inc. (now named FRONTEO USA, Inc., (“EvD”) with headquartersas our wholly-owned U.S. subsidiary to further expand our capabilities and service network. Headquartered in San Francisco, and have two branchesCalifornia, EvD had branch offices in New York, New York, Phoenix, Arizona, Houston, Texas, Portland, Oregon and PhoenixLos Angeles, California, in the U.S., and also hasaddition to an operationoperating center in Manila, in the Philippines. In September 2015, we established Rappa, Inc. (now named FRONTEO Communications, Inc.), as our wholly-owned subsidiary in Japan, in which we have a 100% ownership interest, while,and in October 2015, we merged UBIC Patent Partners, Inc. into usthe Company through an absorption-type merger. In February 2016,During that year, we opened a new review center in Washington D.C. and in February 2016, a new flagship Managed Reviewreview center in New York to further expand our review capabilities and service offerings in the U.S. Onand internationally.

In 2016, we launched the “FRONTEO” rebranding strategy in support of the Company’s vision and mission of creating a brighter future for its clients and society, and we changed the names to FRONTEO as our new worldwide brand, including wholly-owned subsidiaries. The word FRONTEO was derived from the word ‘FRONT’ and the Latin word ‘EO’, with a combined meaning of ‘moving forward’. FRONTEO has the experience and vision to move forward, by fully engaging and servicing our clients, driving innovation into our product development cycles, and expanding our global capabilities to continue to create deep value for clients and consumers alike. As part of the rebranding strategy and expected synergy, we have integrated the operations of our three U.S. subsidiaries, i.e., UNA, EvD and TLS, whereby UNA was merged into and with EvD, and TLS became a wholly-owned subsidiary of EvD, primarily responsible for government contracts.  Effective July 1, 2016, the names of UBIC and its group companies were changed as follows:

Until June 30, 2016

From July 1, 2016

UBIC, Inc.

FRONTEO, Inc.

UBIC MEDICAL, Inc.

FRONTEO Healthcare, Inc.

Rappa, Inc.

FRONTEO Communications, Inc.

EvD, Inc. / UBIC North America, Inc.

FRONTEO USA, Inc.

Tech Law Solutions, Inc.

FRONTEO Government Services, Inc.

UBIC Korea, Inc.

FRONTEO Korea, Inc. (주식회사 프론테오코리아)

 UBIC Taiwan, Inc.

FRONTEO Taiwan, Inc. (幅銳態科技股份有限公司)

The integration of eDiscovery services, products and client support under the FRONTEO brand to amplify the Company’s global leadership role in the delivery of legal technology, litigation support services, Business Intelligence (“BI”) applications and Artificial Intelligence (“AI”) solutions. The newly unified FRONTEO will be well positioned as a leading provider of comprehensive services across the eDiscovery spectrum, as well as in other vertical markets leveraging its AI platform:

·

Global eDiscovery

·

Managed Review Services

·

Multi-language Specialization

·

Advanced Forensic

·

FRONTEO TRUST BI Portal

·

Early Case Assessment

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·

Analytics and Technology Assisted Review and AI Engine and Applications for Healthcare

·

Digital Marketing and Retail Sectors

In August 2016, we established FRONTEO EMEA, Ltd. as a wholly-owned subsidiary of FRONTEO USA, Inc. mergedin London, England to expand our service offerings in European market, and in November 2016, we acquired the business of Essential Discovery, Inc. (“EDI”), a boutique eDiscovery firm with UBIC North America, Inc., while atspecialization in document reviews with Fortune 250 corporations and AM Law 100 clients. We believe that EDI is a strategic fit into the same time we and all of our 100% owned subsidiaries changed their names toexpansive network that FRONTEO our new worldwide brand.already has in place.

 

We apply our capital expenditures chieflyprimarily to develop new eDiscovery technologies, to improve the delivery of our

services and to expand our global operating capability,capabilities as well as to promote AI technologies to promote further expansion of our businessby focusing on client needs in each market we serve. Our capital expenditures were ¥521.0 million, ¥689.3 million, ¥1,125.8 million and ¥1,125.8¥1,369.5 million in fiscal years ended March 31, 2014, 2015, 2016 and 2016,2017, respectively.

 

Corporate Information

 

Our executive offices are located at Meisan Takahama Building, 2-12-23, Kounan,Konan, Minato-ku, Tokyo, Japan and our telephone number is: +81 (3) 5463-6344. Our corporate website is http://www.fronteo.com/global/. Our agent for the service of process in the U.S. is FRONTEO USA, Inc., 3 Lagoon Drive, Suite 180, Redwood City, CA 94065, telephone number: +1 (650) 654-7664.1114 Avenue of the Americas, 4th Floor, New York, NY 10036.

 

4.B.BUSINESS OVERVIEW

 

Overview

 

We are a leading provider of Asian-language eDiscovery solutions and services. We have extensive eDiscovery and forensic experience and expertise with information documented in Japanese, Korean, Chinese as well as English, and we apply this expertise in connection with litigations, administrative proceedings and investigations. Our clients include leading law firms, corporate legal departments and government agencies. While we serve these clients from our offices in Japan, the United States, South Korea, Taiwan and Hong Kong, we have strongly been expanding our resources by mergers and acquisitions in the biggest market, the U.S. Thus our revenue in the U.S. has increased and now constitutes 60% of consolidated group revenue. On the other hand, based on our expertise in the legal business, we have developed our own Artificial Intelligence (AI) engine, KIBIT. It does not only add a competitive edge in our existing business, but also has become a driver in new businesses that we started recently, such as digital marketing, healthcare and business intelligence.

In our eDiscovery solutions business, we assist clients involved in cross-border litigation, administrative proceedings and internal investigations, including those related to antitrust investigations, intellectual property (IP)

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litigation, the Foreign Corrupt Practices Act (FCPA) and product liability (PL) investigations. The particular matters in which we are engaged by clients typically involve Asian language information. A particular challenge of eDiscovery involving Asian-language information is the accurate electronic recognition of Japanese, Korean and Chinese characters and the organization of the collected information in a format that can be effectively and efficiently reviewed and identified as relevant to the particular investigation. For example, when most conventional eDiscovery technologies are applied to Asian language content, the result is garbled text or otherwise inaccurate outputs. We believe our proprietary Lit i View eDiscovery solution accurately handles Asian-language characters, encoding schemes and native file systems. Lit i View also streamlines and consolidates our and our clients’ workflows. Our Intelligence Cloud formerly known as Legal Cloud hosting solution complements and integrates with Lit i View and helps to address the substantial complexity and cost associated with these international investigations and litigations. Because of the flexible, comprehensive and integrated nature of our solutions, we can address the entire electronic discovery reference model (EDRM) life-cycle in connection with these matters, which we believe enables us to optimize outcomes and provide significant cost savings to our clients.

 

We have assisted clients in more than 1,500 administrative and legal proceedings in the United States, including Department of Justice (DOJ), International Trade Commission (ITC) and Securities and Exchange Commission (SEC) investigations, and more than 1,000 corporate investigations in Japan, South Korea, China and Singapore.

 

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Industry Overview

 

eDiscovery solutions enable organizations to identify, preserve, collect, process, review, analyze and produce data in order to meet compliance, records management and/or legal discovery requirements. Data that can be subject to investigation include texts, email, calendar files, images, databases, video, audio files, web sites, spreadsheets and computer programs. In addition, the form of data storages are not limited to servers, hard disks or other data storage media but can take various forms including smartphones and tablets, and they are diversifying with the advancement of technology. The volume of such electronically stored information (ESI) is continuing to grow at an extraordinary rate. According to an IDC Digital Universe Survey, the total amount of digital information created, captured or replicated worldwide every year is increasing at a rate of 40% annually, and is expected to reach 44 trillion gigabytes by 2020. While email remains the primary application driving eDiscovery growth, it is expected that there will be dramatic growth being driven by explosively increasing data due to social networking and cloud computing.

 

According to the latest analysis about eDiscovery market by Transparency Market Research (TMR), the global eDiscovery market, in both services and software, is forecast to grow from US$5,563.7 million to US$21,089.1 million by 2022 at a CAGR of 16.2% from 2014 to 2022. TMR’s analysis includes several reasons for the projected growth, including increases in ESI volume, the continued domination of ESI in legal proceedings thanks to reliance on electronic communications and records, regulatory requirements for archiving electronic information for compliance purposes, and the emergence of social media as a source of evidence in civil litigation through its inclusion in eDiscovery.

 

eDiscovery is fundamentally different from paper-based evidence discovery primarily because of the much higher volume of electronic information produced and maintained by businesses and other organizations. For example, enterprise information stored in one personal computer is equivalent to an estimated four to six thousand boxes of printed material. In addition, in recent days, a growing number of corporations introduce mobile terminals and SNS into their operations. Because of the sheer volume of information that must be analyzed in investigations or other legal matters, it is extremely challenging to investigate archives of electronic information manually. Accordingly, in order to achieve success in a lawsuit and avoid sanctions, we believe that attorneys must employ an automated process to analyze this trove of information, identifying and producing only information relevant to the matter. Providing only relevant documents is a very important consideration for organizations, which generally prefer to keep confidential those documents and other materials they are not legally required to produce.

 

The majority of eDiscovery solutions deployed are in response to a specific investigation or lawsuit; however, there are a growing number of proactive enterprises that are deploying eDiscovery solutions to provide better readiness and ongoing protection against potential legal issues. In addition, some enterprises have begun to show more interest in cloud-based eDiscovery services. While historically most organizations have tended to prefer to deploy eDiscovery solutions on-site, greater recognition of the benefits of cloud-based solutions together with diminishing concerns regarding data safety and accessibility have contributed to wider adoption of cloud-based solutions.

 

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The various stages of the eDiscovery process are referred to as the electronic discovery reference model (EDRM) and are set forth below:

 

·

IdentificationInformation Management—RefersGetting your electronic house in order to the storage infrastructure and organizationmitigate risk & expenses should eDiscovery become an issue, from initial creation of Electronically Stored Information (ESI) prior to litigation or investigation.ESI (electronically stored information) through its final disposition.

 

·

Identification—Uncovering allLocating potential sources of data that may be relevant to a case.ESI & determining its scope, breadth & depth.

 

·

Preservation—The securing of dataEnsuring that ESI is protected against spoilage — the inadvertent or intentional deletioninappropriate alteration or destruction.

 

·

Collection—Gathering of data from all of the locations in which it has been stored,ESI for further use in the least disruptive method available. A broad or targeted collectioneDiscovery process can be implemented. A broad process includes the collection of more data than needed whereas a targeted collection involves collecting specific data based upon search terms, date ranges and selected file types.(processing, review, etc.).

 

·

Processing—Homogenizing, filteringReducing the volume of ESI and analyzing all of the collected data into a database structure. The goal of this step isconverting it, if necessary, to filter and reduce the amount of data that must move forward to aforms more costlysuitable for review step. Data minimization strategies such as de-duplication, file type filtering and known system file removal are typically applied during this process. Additional organization methodologies, such as the clustering of documents with similar concepts or similar content, can be applied during this process to facilitate the early analysis of the data by the subject matter experts and ESI consultants. ESI providers strive to add value during this phase of the process through advanced analytics and high capacity indexing. The end result of the indexing and processing step is a database environment set up for the attorney teams to perform their review. Relevant data is tagged and made available for further review or production.& analysis.

 

·

Review—Data is evaluated by attorneys or other legal professionalsEvaluating ESI for relevance privilege and specific issues. The vendor’s project management team provides workflow support and data organization to assist with an efficient review. Project managers work closely with the attorney team to provide metrics on the status, productivity and accuracy of the review.& privilege.

 

·

Analysis—Data is classified depending onEvaluating ESI for content & context, including key themes, patterns, topics, and people.people & discussion.

 

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·

Production—The delivery of dataDelivering ESI to others in appropriate forms to the necessary parties.& using appropriate delivery mechanisms.

 

·

Presentation—Data is presentedDisplaying ESI before audiences (at depositions, hearings, trials, etc.), especially in native & near-native forms, to elicit further information, validate existing facts or positions, or persuade an audience (at deposition, trial, hearing, etc.).audience.

 

Many eDiscovery solution providers do not offer end-to-end coverage of the EDRM, and instead focus on one or more of identification, preservation, collection, and processing, review and analysis of data. Other eDiscovery solution providers are able to offer end-to-end coverage of the EDRM, either on their own or by utilizing technology partnerships to offer full coverage of all phases of the EDRM.

 

Our clients use eDiscovery and forensic services, for the most part, on an “as needed basis,” when a specific legal or administrative proceeding, investigation or other legal challenge requires them to rapidly analyze and produce large amounts of digitally-formatted information. In the absence of such a demand, a company’s demand for eDiscovery services and solutions tends to be much less extensive. This means that contracts for eDiscovery services tend to be time and subject specific. The fact that we have sold our eDiscovery solutions to a client in one fiscal year or quarter does not ensure on-going use by that client in any subsequent period, unless a new need for our services arises.

 

In light of this situation, in order to expand our business, it is imperative for us to continuously market our services and solutions to existing and potential clients and to build market recognition of our capabilities and our brand so that, when companies have a need for eDiscovery and forensic services, we and our solutions are perceived as an attractive alternative. In addition, to the extent that, as discussed above, we are able to expand our client base among non-Asian law firms since we believe that they will need our services to review the Asian-language materials. We believe that this will expand our revenue base.

 

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The overall market for eDiscovery and forensic services has benefited from the growing volume of ESI and a rapid increase in the number of lawsuits filed and investigations commenced in the United States which involve patents, intellectual property, product safety, price cartels, the U.S. Foreign Corrupt Practices Act and other issues. Our financial performance has also benefited from this trend, due mainly to lawsuits filed and investigations commenced in the United States against not only U.S. companies but also Japanese and other Asian multinational corporations. Recently, we have also benefited more from engagements for large and midsize international government investigations. However, our market share and brand awareness in the United States have not sufficiently improved even after the acquisitions of TLS and EvD. Our financial performance is more likely to be driven by increasing lawsuits and investigations involving Asian companies or U.S. companies with Asian operations, and by building out our sales and marketing presence and increasing our brand awareness and capabilities in the United States.

 

While the eDiscovery market is forecast to grow at a CAGR of 16.2% from 2014 to 2022, the highest growth is expected in the off-premise, or “cloud,” software market and its CAGR is forecast at 23.3%. We providesprovide a one-stop, cloud-based eDiscovery solution with AI-based software that saves cost and time significantly. As our solutions demonstrate their value in the market place, we anticipate that they will provide a basis for our expanded and durable growth of total revenues and improved operating income and net income in the future.

 

Challenges in eDiscovery

 

In April 2006, the United States Supreme Court approved certain amendments to the Federal Rules of Civil Procedure (FRCP) regarding the discovery in litigation of certain Electronically Stored Information (ESI). These amendments have placed a substantial burden on organizations to produce ESI in a very limited time period. Additionally, given the fact that complying with such discovery requests may cost in excess of $1.0 million or more for a single matter and multinational corporations may be involved in dozens of such lawsuits at any given time, organizations are seeking to contain the escalating costs of such discovery.

 

In recent years, the amount of data created by companies which may be deemed ESI has increased greatly and is expected to continue to even further grow in the future. According to an IDC Digital Universe Survey, the total amount of digital information created, captured or replicated worldwide every year is increasing at a rate of 40% annually, and is expected to reach 44 trillion gigabytes by 2020. Because the cost of eDiscovery is generally proportional to the volume of data to be collected, processed, reviewed and produced for litigation, costs for this function are rising. The problem is compounded if plaintiffs’ lawyers deliberately request discovery in such a broad a manner so as to impose prohibitive eDiscovery costs, in the hope that many organizations will simply prefer to settle than incur such costs. In addition, there has also been a dramatic increase in overall eDiscovery cost in

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situations where data needs to be collected overseas, searched, reviewed, produced in a foreign language and translated by bi-lingual attorneys and paralegals.

 

Because compliance with even the most basic eDiscovery request is expensive, organizations need to identify the appropriate technology and service providers in order to reduce costs and stay within their budget. The overall cost of eDiscovery is directly related to the number of documents to be reviewed for relevance and privilege. The overall cost of eDiscovery can be dramatically reduced if the right technology is used to conduct automated first level review before the more costly human review of such information. The skill and experience to select appropriate keywords while searching electronic documents and usage of a forensic lab capable of processing and sorting a huge amount of electronic data safely are crucial. In addition to managing costs, organizations need to utilize products and solutions that limit the eDiscovery production to disclosure of information that is relevant and responsive to the eDiscovery request, thereby reducing disclosure and leakage of valuable information that is not germane to the lawsuit.

 

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Our Competitive Advantages

 

We have designed our products and services to provide comprehensive solutions to meet the challenges of managing eDiscovery and electronic data forensic investigations. The principal ways in which our solutions address these challenges include:

 

·

Accurate Processing of Asian-language Characters. Our proprietary text mining technology allows us to accurately handle Asian-language (as well as English) characters, encoding schemes and native file systems. Our solutions and services allow us to accurately assess and convert different Asian-language character sets into the traditional Unicode Transformation Format (UTF), and also convert, as necessary, into several other complex encoding schemes which are frequently utilized by Asian companies, thus maintaining the fidelity of the search methodology and preserving the integrity and nuance of the underlying information. Many competitive solutions first translate Asian-language information to English and ASCII format which can result in garbled text and/or lack of accuracy. Processing and analysis is then conducted on this translated information, which, in our experience often is inaccurate and obscures or eliminates subtleties and nuances that are often critical to the legal assessment and applicability of the information.

 

·

Speed, Efficiency and Cost Effectiveness. Our solutions and services enable a process that permits the automated identification of relevant text and documents in Asian languages, including Japanese, Chinese and Korean, thus reducing the number of steps in the review process and thereby providing significant savings in time and cost of document review; because our solutions more accurately identify Asian characters and documents responsive to the search, we reduce the number of documents that need to be manually handled and reviewed by persons, and we are less likely to fail to identify an important document. These benefits are further amplified by the comprehensive and integrated nature of our solutions.

 

·

Technology Assisted Review. Technology assisted review (TAR) is the use of software tools, increasingly comprised of artificial intelligence-based predictive coding, to perform mechanical document review. TAR reduces the amount of manual review of data produced in the collection process, which is traditionally the most expensive phase of the eDiscovery process. We believe that our TAR is very effective in Asian-language document review and our product development efforts incorporate all of our experience and know-how with TAR into our main platform, Lit i View. Our TAR applies our proprietary algorithms that progressively predict and refine the automated work flow involved in TAR by accurately increasing the review weight of relevant documents. These proprietary algorithms are designed to bring our “recall rate” (the accuracy rate of identifying information relevant to a particular TAR) to 90% or better, which results in noticeable improvements in the efficiency of our review work as a whole, and significant savings in time and expense for our clients.

 

·

Seamless Interaction with Numerous Software Applications. Since our inception in 2003, our solutions and services have been continuously expanded, tested, improved and refined as a result of our extensive experience and technical knowledge and skills accumulated in analyzing electronic data of Asian companies. The design of our solutions enables us to work seamlessly with more than 20 software applications, including Microsoft Outlook and several unique email applications to produce documents without garbled text and also capture responsive documents that could be missed by many of our competitors. This is particularly important to existing and prospective Asian clients given the

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larger range of email and office software programs and protocols in general use in Asia than in the United States.

 

·

Multiple Convenient Data Processing Sites. We believe we are the only eDiscovery provider with a data processing center in each of Japan, U.S., South Korea, Philippines and Taiwan. Thus, we can conduct the entire process of eDiscovery in Asia and avoid sending non-responsive electronic data to law firms or other parties in the United States, thereby potentially making such confidential and proprietary data subject to the jurisdiction of U.S. courts. Additionally, we believe the proximity of our data processing sites to many of our clients enables us to secure and process information more quickly than our competitors.

 

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·

Flexible and Scalable Cloud Hosting Service. While we have been able to host our clients’ data in a traditional cloud environment, we have introduced our Intelligence Cloud solution that features a flexible and scalable cloud data hosting capability, and employs a secure, Internet-enabled storage solution that enables authorized users across the globe to access data and collaborate in connection with an investigation or litigation. Our Intelligence Cloud hosting technology helps to address the problem of rising complexity and cost from the growth and dispersion of electronic data volumes and the extended duration of many investigations and litigations. Our Intelligence Cloud hosting service coupled with our experience in handling large volumes of data enables us to deliver our eDiscovery solutions in a flexible and cost-efficient manner.

 

·

Big Data Compatible Cloud Infrastructure. Once a review project is complete, the documents and data collected for the case are usually tossed aside. When a similar case arises at a later time, the same data has to be re-collected, re-processed and re-reviewed. FRONTEO’s Lit i View BIG DATA CASE MANAGER (BDCM) treats data as “information capital” with the goal that it can be re-used in similar future matters to greatly reduce costs and time associated with e-discovery.eDiscovery. The BDCM can consolidate huge volumes of electronic data from past cases into one unified system. This enables parties to effectively access information from past cases for current and future litigation matters.

 

·

Expanded Electronic Data Forensic Investigations. We have adapted the technology that we developed in the area of electronic data forensic investigations, including the provision of solutions and services to government, police and military agencies, to create powerful eDiscovery solutions and services; in turn, the expertise we have developed in our eDiscovery business, such as how to construct electronic searches that yield the most accurate and complete results, have enabled us to further develop our consulting and audit services and to improve our electronic data forensic investigations, tools and training.

 

·

The Solution Operated with FRONTEO Artificial Intelligence (AI) System. We developed KIBIT, a powerful AI system to automatically analyze documents and offer deeper insight into ESI. Lit i View EMAIL AUDITOR was released in 2014 as the first solution powered by KIBIT. It is provided to clients both by on-premise and through the cloud. It automatically audits large volumes of emails based on its extensive experience in assisting clients with their compliance issues.

 

Business Strategy

 

As a leading eDiscovery company in Asia, we have developed our own eDiscovery software, Lit i View which supports Asian languages (Japanese, Chinese and Korean), and providesprovide one-stop solutions with the highest levels of technology and know-how to analyze and process ESI for litigation.

 

With an established foundation for the eDiscovery legal business, we now believe that we are entering a new period of growth. Meanwhile, we are also in the process of launching new business lines using artificial intelligence. We are dedicated to continued growth on a Company-wide basis to achieve our goals with a focus on the following:

 

Expansion of Existing Legal Business in the United States

 

We will continue to seek to expand and optimize our existing United States legal business operations after the acquisition of TLS, EvD, and EvD.EDI. The Company will seek to expand its U.S.-based business by streamlining operations of its U.S. subsidiaries and acquiring large-scale projects from Asian and North American companies.

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We will also aim to boost sales in the review services using “LitLit i View, eDiscovery support software equipped with predictive coding, powered by the Company’s unique artificial intelligence technology.

 

Development of the Information Analysis Business Leveraging Artificial Intelligence Technology

 

We have been expanding the provision of solutions in the fields of healthcare, digital marketing, and business intelligence, utilizing the Company’s unique artificial intelligence technology, “KIBIT.” In each of these three fields, we will continue to advance the development of our products and our suite of services, including continuous analysis support and intensified consulting. We will also proactively recruit talented personnel to help complement our technological developments.

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Enhancements to implement business strategies

 

We will robustly control regional business activities through our headquarters in Japan, while providing more authority to country managers to strengthen the autonomy and unique qualities of each region. The centralized administrative framework along with the development and implementation of unique business strategies in each country will build global management systems suited for improving and expanding our business operations.

 

Our Solutions and Services

 

Our eDiscovery and electronic data forensics solutions and services help our clients employ a series of scientific investigation methods that conduct evidence preservation and investigation analysis for incident response or litigation, as well as research to detect falsification and damage of electronic data. Our solutions and services also retroactively identify acts which result in unauthorized use of computer or network resources, service obstruction, and unintentional disclosure of information.

 

eDiscovery Business

 

Our eDiscovery solutions and services enable the preservation, processing, review and production of Electronically Stored Information (ESI). Our solutions (i) copy electronic data from personal computers, servers, mobile devices, website and various types of storage, (ii) search and identify relevant documents and evidence with TAR driven by KIBIT technology, our artificial intelligence (AI) technology, (iii) permit the inspection of evidence and on-line hosting for review and translation, and (iv) produce the final disclosure of evidence in the court-requested format. All of our solutions and services can be provided seamlessly in the same secured environment, providing a one-stop shop for our customers.

 

In civil lawsuits, the plaintiff and the defendant disclose evidence before commencement of the trial. Pursuant to the Federal Rules of Civil Procedure (FRCP) in the United States, disclosure of electronic evidence in electronic format through “eDiscovery” has been mandated, and more than 90% of enterprise information is typically stored in electronic format. Our eDiscovery support service helps to ensure secure and effective information disclosure.

 

Lit i View, our online eDiscovery software powered by KIBIT, makes it possible for corporate customers and outside counsel to more efficiently review electronic evidence. Lit i View is designed to ensure that only necessary information is disclosed through a disclosure approval process undertaken by assigned lawyers. The inherent risk of information leakage in an eDiscovery process is a concern for enterprises. Using Lit i View, only those files identified as containing evidence are hosted to our inspection servers, and the remainder of the information is stored in our local secure data centers at many places in the world to ensure the safety and confidentiality of critical data.

 

We believe that we are the only eDiscovery service provider with data processing centers not only in the United States but also in Japan, South Korea, Philippines and Taiwan, and thus we can conduct the entire process of eDiscovery in Asia. This allows us to avoid sending non-responsive electronic data to other parties abroad and potentially making such confidential and proprietary data subject to the jurisdiction of the courts in other countries.

 

Though typically more than 90% of enterprise data is available in electronic formats, the volume of paper documents may also be significant. We perform paper based evidence discovery by scanning and subsequently digitizing the documents, utilizing Optical Character Recognition (OCR) techniques. We utilize methods to avoid loss of potentially responsive evidence. Once available in digital formats, the techniques followed for analysis of these documents follows identical methods employed for ESI.

 

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Lit i View Solution

 

Our advanced technology platform, Lit i View, is an innovative eDiscovery solution that accurately handles Asian-language characters, encoding schemes and native file systems. Developed entirely in-house at FRONTEO, Lit i View incorporates processing and filtering software specifically for Asian encoding schemes and language sets as well as for information stored in English. Lit i View allows the enterprise or its legal advisors to work efficiently and

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effectively by handling Chinese, Japanese and Korean as well as English information conveniently at a remote location or on-site in the enterprise offices.

 

Lit i View more accurately identifies Asian characters and documents responsive to the eDiscovery search than competing products, and thus enables us to reduce the number of documents that need to be handled and reviewed by persons, and reduces the chances to fail to identify an important document. Lit i View works seamlessly with more than 20 software applications, including Microsoft Outlook and several unique email applications, and thus we are able to produce documents without garbled text and also capture responsive documents that would be missed by many of our competitors.

 

Lit i View incorporates KIBIT language capabilities such as “concept search,” which searches not only words, but also general concepts, similar meanings and relevant categorizations. Searches conducted in Asian languages are more difficult because Asian languages typically contain no spaces between words. In addition, because there are numerous ways to express different words and their combinations, keyword searches are usually insufficient to find all relevant documents. Lit i View’s use of concept searches can be very useful because users can take a case-by-case approach to determine what will be the most effective search tools.

 

Lit i View also permits the extracted data to be reviewed simultaneously by our reviewers, clients, and the clients’ law firm or legal team. We believe this facilitates faster and more accurate analysis of the produced data.

 

Intelligence Cloud Solution

 

Our customizable Intelligence Cloud solution addresses the problem of rising costs associated with the growth and dispersion of ESI volumes across the globe, along with prolonged investigations and litigations. Because large enterprises are generating electronic data at a rapid rate, there are a growing number of proactive enterprises that are seeking to deploy data hosting solutions to provide better readiness and ongoing protection against potential eDiscovery issues. Some enterprises have begun to show increasing interest in cloud-based data hosting. While historically most organizations have tended to prefer to host data on-site in local servers, concerns regarding data preservation, confidentiality and accessibility of cloud-based services have begun to diminish. In addition to moving data into the cloud in connection with a specific investigation or lawsuit, enterprises are choosing to host data in a medium that allows for rapid preservation, collection, processing and review.

 

We believe that the competing cloud hosting services available are not experienced and capable of hosting the large volume of data produced by litigation. Because competing cloud hosting services typically handle a more limited amount of data, their cost structure is not conducive to handling the large volume of data produced by litigation. As a result, we are more experienced in handling large volumes of data in connection with our eDiscovery solutions, we are both equipped and experienced in dealing with these materials and are able to host litigation data in a cost-efficient manner. Our Intelligence Cloud solution allows us to maintain client data during and after a particular litigation or investigation, and to maintain the data and documents in a relational database of our clients’ data and documents, along with all of the tagging and coding that was completed in connection with such project. We believe that the analysis and indexing we conduct in order to build a relational database provides a superior and distinct data hosting solution for our clients by allowing them to more rapidly access relevant data and documents for future litigations, investigations and other corporate needs.

 

For large multinational clients, we have started offering Lit i View BIG DATA CASE MANAGER (BDCM), which enables those clients conducting multiple, simultaneous matters to significantly reduce time and costs by allowing them to efficiently manage multiple data environments and eliminate redundancy. This has become a key factor that enhances our superiority over our competitors.  

 

Legal / Compliance Professional Services

 

Lit i View Software

 

We developed KIBIT, a powerful AI system to automatically analyze documents and offer deeper insight into ESI. Lit i View EMAIL AUDITOR (renamed KIBIT Email Auditor) was released in 2014 as the first solution powered by KIBIT. It is provided to clients both by on-premise and through the cloud and automatically audits large

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volumes of emails based on its extensive experience in assisting clients with their compliance issues. In the fiscal year ended on March 31, 2016, we also began to

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provide and sell an intellectual property strategy support system for analyzing a large patent-related information “Lit i View PATENT EXPLORER (renamed KIBIT Patent Explorer),” as well as a business data analysis system “Lit i View AI Sukedachi Samurai (renamed KIBIT Knowledge Probe) to global financial institutions and manufacturers.

 

Forensic Investigations

 

Our electronic data forensic investigation solutions and services enable the preservation, analysis, processing and production of ESI in connection with fraud and corporate information leakage. We work with a large number of enterprises and their law firms to investigate corporate violations, such as leakage of sensitive information or illegal trading, handle them in a timely manner and in accordance with relevant laws, and provide objective analysis to the stakeholders. We also perform due diligence investigations in connection with corporate mergers and acquisitions as well as new business investments that require accurate assessment of the target company or market.

 

In most instances of evidence gathering and analysis, solutions emerge by making proper inferences from detailed information. Often such information may not be clearly visible or even readily identifiable or available within the enterprise. Meticulously sifting through digital data by employing computer forensics enhances an enterprise’s ability to infer intelligently and make evidence gathering more efficient.

 

Consulting and Corporate Risk Audit

 

Enterprises today consider compliance and corporate social responsibility measures as important steps in building accountability, implementing crisis management systems, and improving risk mitigation processes. Based on extensive litigation support experience, we help clients create document management procedures, conduct corporate risk audits, and comply with legal requirements to provide information to relevant stakeholders.

 

Storage of enterprise information in electronic format raises the risk of corporate fraud and information leakage. Putting preventive processes in place is therefore an important corporate objective. Unlike measures such as forensic analysis, which are performed after a fraud has been detected, corporate risk audit is a defensive strategy against fraud before it happens. We institute regular corporate risk audit mechanisms for identifying and monitoring the flow of confidential enterprise information out of the company by departing employees.

 

Forensic Tools

 

Besides computer forensic investigation for our clients, we also sell the necessary hardware and software. We offer forensic tools to deal with our clients’ computer forensic related needs, such as acquisition of proof, data analysis, establishment or the provision of a forensic laboratory. Additionally, we also sell imported litigation infrastructure from international vendors.

 

Forensic Training

 

Successful computer forensics entails practical knowledge and relevant skills. For clients conducting the process themselves, training is essential. We make available continuous training for conducting computer forensics. We provide training to employees of law enforcement and military agencies, employees of public enterprises, and other investigation experts that take part in various investigations in the United States and Europe, and are leaders in the field of computer forensics. Our investigation specialists, whose acquired capability meets international standards, offer world class training to such investigators in Japan to help them achieve their goals.

 

Clients

 

We provide solutions and services to enterprises, government agencies, law firms and other organizations in the United States, Europe and Asia. Since our inception, approximately 600750 clients have purchased our solutions and services. Our target markets are not confined to certain industries as we are focused on providing eDiscovery and electronic data forensics solutions and services that meet the needs of any organization. We have historically focused our efforts on organizations that utilize Asian-language characters, encoding schemes and native file systems. Our clients that represented more than approximately 10% of total revenue during one or more of the last three fiscal years include Samsung Electronics Co., Ltd., and TMI Associates. Because we are retained by these clients for specific projects as they arise, we expect that we will have different major clients from year to year. In the future, the expansion of our Lit i

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View BIG DATA CASE MANAGER solution may provide an opportunity to develop ongoing and more stable client relationships.

 

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Sales and Marketing

 

Our sales executives market solutions and services directly to prospective clients and referral law firms through on-site sales calls and longstanding relationships. We focus on attracting and retaining clients by providing superior integrated technology solutions and exceptional client service. Our client support specialists are responsible for providing ongoing support services for existing clients.

 

Our marketing efforts and lead generation activities consist primarily of client referrals, telemarketing, trade shows, industry events and press releases. Additionally, we maintain a website that clients and potential clients may access to obtain additional information related to solutions we offer. We believe that our hosting of educational seminars with respect to eDiscovery topics for legal professionals has been very beneficial to brand awareness and sales and marketing efforts generally.

 

Sales by Market and Segment

 

Our operatingOperating segments are defined as components of our companythe Company that engage in business activities from which we earnthe Company earns revenues and incurincurs expenses and for which separate financial information is available that is evaluated regularly by the chief operation decision maker in deciding how to allocate resources and in assessing performance.

We provide a variety of eDiscovery and forensic services (“legal service”) which are provided by FRONTEO and its domestic subsidiaries for domestic (Japanese) clients, by FRONTEO USA, Inc. (formerly UBIC North America, Inc. and EvD, Inc.) and FRONTEO Government Services, Inc. (formerly TechLaw Solutions, Inc.), our U.S. based wholly-owned subsidiaries of FRONTEO, for clients based in the U.S. or represented by U.S. -based attorneys who contracted FRONTEO USA, Inc. and FRONTEO Government Services, Inc., and by other foreign subsidiaries for foreign clients other than those who contracted FRONTEO USA, Inc. and FRONTEO Government Services, Inc. Our

FRONTEO, Inc. and its domestic subsidiaries also provide AI based business, such as healthcare and data marketing.Our legal service operations in Japan, the U.S. and Other (which includes South Korea and Taiwan), and AI based service in Japan have been identified as our threethe four operating segments. segments of the Company.

Our chief executive officer, who is also ourthe Company’s chief operating decision maker, regularly reviews the performance of the threefour operating segments and makes decisions regarding allocation of resources. Our chief operating decision maker utilizes various measurements which include revenues, operating income or loss and segment assets to assess segment performance and allocate resources to segments.

 

AI based service in Japan segment has met a quantitative threshold for the year ended March 31, 2017 and the segment data for the year ended March 31, 2016 were presented for comparative purposes. No segment data for the year ended March 31, 2015 has been presented because AI based service did not exist in that period.

Each legal service segment recognizes revenue for which the segment has a direct contractual relationships with its clients. Most of the our clients are either corporate clients in Asia or U.S.- based law firms representing corporate clients in Asia. If our services are contracted between a law firm in the U.S. and FRONTEO USA, Inc. or FRONTEO Government Services, Inc., revenue is recorded by the U.S. segment although the end corporate client may be located in areas other areas than the U.S.

 

Our reportable segments are the same as our operating segments.

 

For information related to our total revenues by geographic market for each of the last three financial years, see “Item 5.A — Operating Results — Results of Operations — Operating Segments.”

 

Seasonality

 

Our clients use eDiscovery and forensic services, for the most part, on an “as needed basis,” when a specific legal or administrative proceeding, investigation or other legal challenge requires them to rapidly analyze and produce large amounts of digitally-formatted information. In the absence of such a demand, a company’s demand for eDiscovery services and solutions tends to be much less extensive. This means that contracts for our services tend to be time- and subject-specific. The fact that we have sold our solutions to a client in one fiscal year or quarter does not ensure on-going use by that client in any subsequent period, unless a new need for our services arises.

 

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Research and Development

 

Our development efforts in AI technology were initially focused on the niche, big-data field of cross-border litigation support, but with the creation of our KIBIT, we now have the capability to analyze various types of big data.

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Our research is focused on addressing two key questions: how to identify information that’s important to our clients from big data, particularly information about people’s intentions and behavior, and how to effectively use the advanced knowledge of experts to analyze vast volumes of information. We are currently working to dramatically improve the quality of human intellectual activity through research that taps the knowledge of experts.

 

Our basic R&D policies and priorities are as follows:

 

·

To sustain a fast R&D cycle where the knowledge acquired from our research is leveraged to develop products, and then incorporating user feedback to evaluate the product and drive further R&D efforts in order to take the lead in this industry and to benefit society.

·

To use Behavior Informatics to identify human traits and errors in software data containing bugs— a combination of behavioral science and information science.

·

To drive further advances in our KIBIT to help users gain insights from big data analysis and to assist users in stripping away large volumes of information to pinpoint the data they really need.

·

To energize and improve societies by contributing to safe and stable communities and a more equitable global business environment.

 

Intellectual Property

 

We are strong believers in intellectual property, attaching the same level of importance to our intellectual property strategy as the Company does to its technology and business strategies. We believe that a strong intellectual property strategy is vital for achieving our goal of growth and expansion through the data analysis business. We look at ways of developing new types of technology, while simultaneously searching for ways to make those new technologies commercially viable. The goal of our intellectual property strategy is to find ways of protecting and strengthening those technologies, which means securing intellectual property rights so as to be able to apply their versatility to future products. Our intellectual property strategy has focused on protecting our proprietary technologies and on maintaining our competitive advantage over our rivals by building close relationships between our research centers, our clients and the market to accurately identify future business opportunities. Mirroring our business growth, our intellectual assets have expanded rapidly — quantitatively and qualitatively — and we have secured intellectual property rights not only in Japan, but also in the U.S. and other countries.

 

As of JuneJuly 1, 2016,2017, in Japan, we have applied for patents for 5967 inventions and have been granted patents on 4455 of them and in the United States, we have applied for patents for 3038 inventions and have been granted patents on five5 of them. Moreover, many trademarks have been registered in many countries across the world, including “FRONTEO,” “KIBIT,” “Lit i View,” “Predictive Coding” and “KIBIT”“Landscaping,” as brands representing the uniqueness of the above technologies.technologies

 

Competition

 

The eDiscovery and digital forensics solutions and services markets in the United States and Asia are intensely competitive, highly fragmented and characterized by rapidly changing technology, frequent solution introductions, changes in client demands and evolving industry standards. Competitors vary in size, scope and breadth of solutions and services offered. Competitors include Guidance Software Inc., HP Autonomy Corporation Plc,plc, IBM Corporation, Symantec Corporation, EMC Corporation, Epiq System Inc., Catalyst, Access Data Group, FTI Consulting, Inc., Xerox Corporation, Navigant Consulting, Inc., Hewlett-Packard Development Company. L. P., Integreon, Inc., Merrill Corporation, Transperfect, KPMG, Kroll, Inc., and Consolio.

 

Many of our primary competitors have longer operating histories and substantially greater financial, technical, sales, marketing and other resources than we do, as well as greater name recognition and broader solution offerings. These competitors can devote greater resources to the development, promotion, sale and support of their solutions than we can.

 

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In addition to the competitors mentioned above, certain law firms, accounting firms, management consultant firms, turnaround specialists, and crisis management firms offer solutions and services that compete with our solutions and services.

 

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We believe the principal competitive factors in the eDiscovery and electronic data forensics solutions and services markets include:

 

·

performance, scalability, functionality, flexibility and reliability of the solution offerings;

·

ease of integration with existing applications and infrastructure;

·

price and the cost efficiency of deployment and ongoing support;

·

quality of professional services, as well as client support and maintenance; and

·

name recognition and reputation.

 

Although many of our competitors have greater resources and greater name recognition, we believe we compete favorably on the basis of the other competitive factors listed above. We believe our solutions and services, supported by our artificial intelligence technologies based on tacit knowledge, enable a process that permits the automated identification of relevant text in Asian languages, thus improving accuracy, reducing the number of steps in the review process and generating significant savings in time and cost of document review. Specifically, we believe that our predictive coding solution powered by our AI technology allows us to accurately handle English- and Asian-language characters, encoding schemes and native file systems, and provides us with a significant competitive advantage over our competition, including those with greater financial resources, a higher level of name recognition and broader solution offerings.

 

Government Regulation

 

The eDiscovery industry, solutions and services are not directly regulated by any governmental authorities. However, our clients must comply with certain governmental and judicial requirements. Class action and mass tort cases, as well as eDiscovery requirements related to litigation, are subject to various federal and state laws, as well as rules of evidence and rules of procedure established by the courts.

For example, in April 2006, the United States Supreme Court approved certain amendments to the Federal Rules of Civil Procedure regarding the discovery in litigation of certain electronically stored information. These amendments became effective on December 1, 2006. Among other things, these amendments (i) require early attention by parties in litigation to meet and confer regarding discovery issues and to develop a discovery plan that identifies and addresses the parties’ electronically stored information, (ii) expand the reach of federal court subpoenas to include electronically stored information, (iii) allow for parties to object to production of electronically stored information that is not reasonably accessible due to the undue burden or cost associated with such retrieval, and (iv) provide a “safe harbor” to parties unable to provide electronically stored information lost or destroyed as a result of the routine, good-faith operation of an electronic information system.

 

While these federal rules do not apply in state court proceedings, the civil procedure rules of many states have been closely modeled on these provisions. We anticipate the federal and state court discovery rules relating to electronic documents and information will continue to evolve and affect the way we develop and implement technology and service solutions to those changing discovery rules.

 

Legal Proceedings

 

From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or in the aggregate have a material adverse effect on our business, operating results, financial condition or cash flows.

 

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4.C.ORGANIZATIONAL STRUCTURE

 

As of July 1, 2016,2017, FRONTEO has three Japanese subsidiaries and threefour overseas subsidiaries. The following table sets forth for each of our consolidated subsidiaries, the proportion of ownership and voting interest, the country of incorporation and the principal activities of the subsidiary.

 

 

 

 

 

 

 

 

 

 

    

 

    

Proportion of

    

 

 

Name of Consolidated

 

Jurisdiction of

 

ownership and

 

 

 

Subsidiary

 

Incorporation

 

voting interest

 

Principal Activities

 

Payment Card Forensics, Inc.(1)

 

Japan

 

60%60.0%

 

Credit card forensic investigation business

 

FRONTEO Healthcare, Inc.(2)

 

Japan

 

100%99.3%

 

Analysis of large volume medical data

 

FRONTEO Communications, Inc.(3)

 

Japan

 

100%100.0%

 

Digital curation serviceproduct marketing and sales

 

FRONTEO USA,Government Service, Inc.(4)

 

U.S.

 

100%100.0%

eDiscovery product marketing and sales

FRONTEO USA, Inc. (5)

U.S.

100.0%

 

eDiscovery product marketing and sales

 

FRONTEO Korea, Inc.(5)(6)

 

South Korea

 

100%100.0%

 

eDiscovery product marketing and sales

 

FRONTEO Taiwan, Inc.(6)(7)

 

Taiwan

 

100%100.0%

 

eDiscovery product marketing and sales

 

 

The FRONTEO group consists of FRONTEO, Inc. and sixseven consolidated subsidiaries. The group companies are engaged in large volume data analysis business activities as represented by eDiscovery services.


(1)

Payment Card Forensics, Inc. was established in 2010 as a subsidiary of FRONTEO, Inc. (formerly known as UBIC, Inc.) and International Certificate Authority of Management System Co., Ltd. which owns 40%.

(2)

FRONTEO Healthcare, Inc. (formerly known as UBIC Medical, Inc.) was established in April, 2015 as a wholly-owned subsidiary of FRONTEO, Inc.

(3)

FRONTEO Communications, Inc. (formerly known as Rappa, Inc.) was established in September 2015 as a wholly-owned subsidiary of FRONTEO, Inc.

(4)

EvD,FRONTEO Government Services, Inc. (nowwas acquired by FRONTEO, Inc. in 2014, and is currently a wholly-owned subsidiary of FRONTEO USA, Inc.

(5)

FRONTEO USA, Inc. (formerly EvD, Inc.) was acquired by FRONTEO, Inc. in July, 2015, and absorbed UBIC North America, Inc. in 2016, which was established in 2007 as a wholly-owned subsidiary of FRONTEO, Inc.

(5)(6)

FRONTEO Korea, Inc. (formerly UBIC Korea, Inc.) was established in 2011 as a wholly-owned subsidiary of FRONTEO, Inc.

(6)

FRONTEO Taiwan, Inc. (formerly UBIC Taiwan, Inc.) was established in 2011 as a wholly-owned subsidiary of FRONTEO, Inc.

(7)

FRONTEO Government Services,Taiwan, Inc. (formerly TechLaw Solutions, Inc.) was acquired by FRONTEO, Inc.established in 2014, and is currently2011 as a wholly-owned subsidiary of FRONTEO, USA, Inc.

(8)

FRONTEO, Inc.acquired the outstanding capital stock of UBIC Risk Consulting, Inc. which were not owned by us and 20% of all to make it our wholly-owned subsidiaryin February 2015, and subsequently absorbed it through an absorption-type merger in March 2015.

(9)

UBIC Patent Partners, Inc. was our wholly-owned subsidiary and was merged with and into FRONTEO, Inc. in October 2015.

 

4.D.PROPERTY, PLANT AND EQUIPMENT

 

Property and equipment and capitalized computer software costs recorded on our consolidated balance sheet as of March 31, 20152016 and March 31, 20162017 consisted of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of March 31,

 

 

As of March 31,

 

    

2015

    

2016

 

    

2016

    

2017

    

 

(thousands of yen)

 

 

(thousands of yen)

 

Leasehold improvements

 

¥

237,870

 

¥

604,647

 

 

 

 

 

 

 

 

Leasehold improvement

 

¥

604,647

 

¥

710,576

 

Furniture and fixtures

 

 

127,254

 

 

133,207

 

 

 

133,207

 

 

140,952

 

Computers

 

 

1,165,312

 

 

1,352,862

 

 

 

1,352,862

 

 

1,257,079

 

Assets held under capital lease, principally office equipment

 

 

19,402

 

 

17,471

 

Assets under capital lease, principally office equipment

 

 

17,471

 

 

131,318

 

Motor vehicles and transport equipment

 

 

 —

 

 

3,969

 

 

 

3,969

 

 

11,223

 

Capitalized computer software costs

 

 

1,928,106

 

 

2,257,898

 

 

 

2,257,898

 

 

2,328,190

 

Other

 

 

 —

 

 

4,029

 

Total

 

 

3,477,944

 

 

4,370,054

 

 

 

4,370,054

 

 

4,583,367

 

Accumulated depreciation

 

 

(1,703,756)

 

 

(2,329,870)

 

Property and equipment —net

 

¥

1,774,188

 

¥

2,040,184

 

Accumulated depreciation and amortization

 

 

(2,329,870)

 

 

(2,442,871)

 

Property and equipment and capitalized computer software, net

 

¥

2,040,184

 

¥

2,140,496

 

 

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Our fixed assets consist mainly of (i) internally developed software used to offer services in legal technology market, (ii) leasehold improvements at leased facilities in Japan and other countries and (iii) computer equipment, such as servers, routers and other network equipment. Other than the above assets recorded on our consolidated balance sheet, we use operating lease assets such as office premises and data centers. There are no known environmental issues that may affect our utilization of our property and equipment.

 

Our corporate headquarters are located in Tokyo, Japan, where we lease approximately 35,580 square feet of commercial space under a lease that expires in September 2017.2019. We use this space for our principal sales, research and development, client service and administrative purposes.

 

In connection with our global sales and marketing efforts, we lease office space typically on a short-term renewable basis in the United States in New York, New York; Redwood City, Los Angeles, San Francisco, California; Washington D.C.; Chantilly, Virginia; Golden, Colorado; Phoenix, Arizona; and internationally in London, United Kingdom; Seoul, South Korea; Taipei, Taiwan; Manila, Philippines; and Hong Kong, China.

 

We believe that our facilities are generally suitable to meet our needs for the foreseeable future and could be replaced with no difficulty at similar cost; however, we will continue to seek additional space as needed to satisfy our growth.

 

ITEM 4A.UNRESOLVED STAFF COMMENTS

 

None.

 

ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

5.A.OPERATING RESULTS

 

You should read the following discussion of our financial condition and results of operations together with Item 3.A., Selected Financial Data of the annual report on Form 20-F and our consolidated financial statements and the notes to those financial statements beginning on page F-1 of this annual report. These consolidated financial statements have been prepared in accordance with U.S. GAAP. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of factors including but not limited to those in Item 3.D., Risk Factors of this annual report on Form 20-F.

 

Overview

 

We generate the great majority of our revenue from the sale of eDiscovery support services and a small minority of our revenue from computer forensic investigation services, the sale of forensic tools and training, a variety of other legal support services such as compliance support, or “Legal and Compliance Services (LCPS)”, and software products driven by our AI technology. While we derive a significant portion of our revenue from a small number of substantial clients, the specific clients change from year to year, and we expect this trend to continue. The vast majority of our revenue is derived from limited scope engagements that do not include long-term commitments.

 

Our clients use eDiscovery and forensic services, for the most part, on an “as needed basis,”basis”, when a specific legal or administrative proceeding, investigation or other legal challenge requires them to rapidly analyze and produce large amounts of digitally-formatted information. In the absence of such a demand, a client’s demand for our services and solutions tends to be much less extensive. This means that contracts for our services tend to be time and subject specific. The fact that we have sold our solutions to a client in one fiscal year or quarter does not ensure on-going use by that client in any subsequent period, unless a new need for our services arises.

 

In light of this situation, in order to expand our business, it is imperative for us to continuously market our services and solutions to existing and potential clients and to build market recognition of our capabilities and our brand so that, when companies have a need for eDiscovery and forensic services, we and our solutions are perceived as an attractive alternative. In addition, to the extent that we are able to expand our client base among non-Asian law firms, we believe that they will need our services to review the Asian language materials we have collected and processed. This will, in our view, expand our revenue base.

 

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The overall market for eDiscovery and forensic services has benefited from the growing volume of ESI and a continuing increase in the number of lawsuits filed and investigations commenced in the United States which involve patents, intellectual property, product safety, price cartels, the U.S. Foreign Corrupt Practices Act and other issues our financial performance has also benefited from these trends, but primarily from lawsuits filed and

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investigations commenced in the United States against Japanese and other Asian multinational corporations. We have also benefited more recently from engagements for large and midsize international government investigations.

 

We believe the highest growth and most important segments of our eDiscovery services are those that rely on our proprietyproprietary eDiscovery software and technologies (collection and processing, production, hosting and technology assisted review (TAR)). In the future, it is our intent to focus on our TAR solutions where we provide a more direct and differentiated value proposition to our customers. Our TAR solutions are powered by KIBIT, our AI technology, and designed to perform reviews of large volumes of data and are intended to identify relevant documents with 90% accuracy, providing meaningful time and cost savings by significantly reducing the need for manual review. We believe that, as our TAR based solutions demonstrate their value in the marketplace, they will provide a basis for our expanded and durable growth of total revenues and improved operating income and net income in the future.

 

Currently, our advantages in the eDiscovery market reside in our technical competencies for dealing with Asian languages and the strong local support capabilities within Asia. As such, many customers are Asian enterprises, including Japanese, South Korean and Taiwanese companies. In the past, we were disadvantaged in the vendor selection process because the discovery vendor selection by Asian enterprises is under significant influence of U.S. law firms, despite our distinct competitive advantages based on quality, cost and data security.

 

Our countermeasures against this situation include the enhancement of sales and marketing personnel in the U.S., joint marketing with U.S. law firms, and increasing our brand awareness in the U.S. market through public relations activities. Our acquisitions of TLS, EvD and EvDEDI resulted in a significant, positive impact in the growth and development of our business and revenue. Since TLS joined us in the latter half of 2014, a number of orders from non-Asian clients or their U.S. law firms have been received, and sales in the U.S. have been increasingly a major part of our revenue after the acquisition of EvD in July 2015.2015 and EDI in November 2016.

 

Of the various components of eDiscovery including evidence identification and retention, data collection and processing, analysis and hosting, hosting has shown steady growth. While historically the review of gathered documents and data was performed manually, significant increases in the volume of information maintained by enterprises hashave made the manual review procedures difficult, inefficient and costly. Recent technology called predictive coding has been developed, and as the overall industry transforms from manual review processes to technology-assisted review through the use of predictive coding and other technology, many eDiscovery vendors have been downsizing or eliminating their manual review services. We have successfully developed advanced predictive coding technology, powered by our AI technology and tacit knowledge derived from human experiences and reasoning. We believe that our predictive coding technology will enable us to manage the transition away from manual review services better than our competitors.

 

Currency Fluctuations

 

We are affected to some extent by fluctuations in foreign currency exchange rates, particularly in the value of the Japanese yen against the U.S. dollar. Our consolidated financial statements, which are presented in Japanese yen, are affected by foreign currency exchange fluctuations through both translation risk and transaction risk.

 

Translation risk is the risk that our consolidated financial statements for a particular period or for a particular date will be affected by changes in the prevailing exchange rates of the currencies in which our subsidiaries prepare their financial statements against the Japanese yen. Even though the fluctuations of currencies against the Japanese yen can be substantial and, therefore, significantly impact comparisons with prior accounting periods and among the geographic markets in the U.S, South Korea and Taiwan, the translation effect is a reporting consideration and does not affect our underlying results of operations.

 

Transaction risk is the risk that the currency structure of our costs and liabilities will deviate from the currency structure of sales proceeds and assets.  A portion of our receivables is denominated in the U.S. dollar, as such, the effects of foreign currency exchange rate fluctuations against the Japanese yen can be significant.

 

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Generally, the weakening of the Japanese yen against other foreign currencies, particularly the U.S. dollar, has a positive effect on our revenue, operating income and net income. Likewise the strengthening of the Japanese yen against the U.S. dollar has the opposite effect. For the year ended March 31, 2014, a weak yen trend progressed after April, and a low of approximately ¥105 to the U.S. dollar was recorded at the end of the third quarter, but lifted to approximately ¥103 at the end of the year.

For the year ended March 31, 2015, the Japanese yen gradually increased against the U.S. dollar to approximately ¥101 by July, but then generally weakened and, after recording an annual lowhigh of ¥122 to the U.S. dollar for the fiscal year, ended at approximately ¥120 to the U.S. dollar on March 31, 2015.

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For the year ended March 31, 2016, the Japanese yen gradually depreciated against the U.S. dollar to approximately ¥126 by June, but then generally strengthened and, after recording an annual highlow of ¥111 to the U.S. dollar for the fiscal year, ended at approximately ¥113 to the U.S. dollar on March 31, 2016.

For the year ended March 31, 2017, the Japanese yen gradually increased against the U.S. dollar to approximately ¥100 by August, but then generally weakened and, after recording an annual high of ¥114 to the U.S. dollar for the fiscal year, ended at approximately ¥111 to the U.S. dollar on March 31, 2017.

 

Results of Operations

 

The following table summarizes our consolidated statements of operations for the periods indicated in thousands of yen and as a percentage of total revenues, which represented ¥4,192.6 million, ¥6,304.9 million, ¥10,556.2 million and ¥10,556.2¥11,220.8 million in the fiscal years ended March 31, 2014, 2015, 2016 and 2016,2017, respectively.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended March 31,

 

 

For the year ended March 31,

 

 

2014

 

2015

 

2016

 

 

2015

 

2016

 

2017

 

 

(thousands of yen, except per share data)

 

 

(thousands of yen, except per share data)

 

Revenue

 

¥

4,173,694

 

99.5%

 

¥

6,279,615

 

99.6%

 

¥

10,529,287

 

99.7%

 

 

¥

6,279,615

 

99.6%

 

¥

10,529,287

 

99.7%

 

¥

11,208,041

 

99.9%

 

Operating revenue from reimbursed direct costs

 

 

18,874

 

0.5

 

 

25,311

 

0.4

 

 

26,949

 

0.3

 

 

 

25,311

 

0.4

 

 

26,949

 

0.3

 

 

12,734

 

0.1

 

Total revenue

 

 

4,192,568

 

100.0

 

 

6,304,926

 

100.0

 

 

10,556,236

 

100.0

 

 

 

6,304,926

 

100.0

 

 

10,556,236

 

100.0

 

 

11,220,775

 

100.0

 

Cost of revenue

 

 

2,314,348

 

55.2

 

 

3,140,080

 

49.8

 

 

5,746,069

 

54.4

 

 

 

3,140,080

 

49.8

 

 

5,746,069

 

54.4

 

 

6,904,980

 

61.5

 

Reimbursed direct costs

 

 

18,874

 

0.5

 

 

25,311

 

0.4

 

 

26,949

 

0.3

 

 

 

25,311

 

0.4

 

 

26,949

 

0.3

 

 

12,734

 

0.1

 

Selling, general and administrative expenses

 

 

2,497,339

 

59.6

 

 

2,864,113

 

45.4

 

 

4,853,497

 

46.0

 

 

 

2,864,113

 

45.4

 

 

4,853,497

 

46.0

 

 

5,481,912

 

48.9

 

Total operating expenses

 

 

4,830,561

 

115.3

 

 

6,029,504

 

95.6

 

 

10,626,515

 

100.7

 

Total operating expense

 

 

6,029,504

 

95.6

 

 

10,626,515

 

100.7

 

 

12,399,626

 

110.5

 

Operating income (loss)

 

 

(637,993)

 

(15.2)

 

 

275,422

 

4.4

 

 

(70,279)

 

(0.7)

 

 

 

275,422

 

4.4

 

 

(70,279)

 

(0.7)

 

 

(1,178,851)

 

(10.5)

 

Interest income

 

 

691

 

*

 

 

1,699

 

*

 

 

1,672

 

*

 

 

 

1,699

 

*

 

 

1,672

 

*

 

 

3,634

 

*

 

Interest expense

 

 

(30,867)

 

(0.7)

 

 

(28,177)

 

(0.4)

 

 

(54,793)

 

(0.5)

 

 

 

(28,177)

 

(0.4)

 

 

(54,793)

 

(0.5)

 

 

(125,743)

 

(1.1)

 

Loss on derivatives

 

 

 —

 

*

 

 

 —

 

*

 

 

(258,205)

 

(2.4)

 

Foreign currency exchange gains

 

 

120,246

 

2.9

 

 

200,438

 

3.2

 

 

161,680

 

1.5

 

Gain (loss) on derivatives

 

 

 

 

 

(258,205)

 

(2.4)

 

 

43,594

 

0.4

 

Foreign currency exchange gains (losses)

 

 

200,438

 

3.2

 

 

161,680

 

1.5

 

 

(13,751)

 

(0.1)

 

Dividend income

 

 

6,750

 

0.2

 

 

9,000

 

0.1

 

 

11,250

 

0.1

 

 

 

9,000

 

0.1

 

 

11,250

 

0.1

 

 

14,400

 

0.1

 

Other—net

 

 

(8,030)

 

(0.2)

 

 

(85)

 

*

 

 

(20,075)

 

(0.2)

 

 

 

(85)

 

*

 

 

(20,075)

 

(0.2)

 

 

(60,255)

 

(0.5)

 

Income (loss) before income taxes

 

 

(549,203)

 

(13.0)

 

 

458,297

 

7.3

 

 

(228,750)

 

(2.2)

 

 

 

458,297

 

7.3

 

 

(228,750)

 

(2.2)

 

 

(1,316,972)

 

(11.7)

 

Income taxes (benefit)

 

 

(105,651)

 

(2.5)

 

 

238,094

 

3.7

 

 

183,125

 

1.7

 

 

 

238,094

 

3.7

 

 

183,125

 

1.7

 

 

(458,109)

 

(4.1)

 

Net income (loss)

 

 

(443,552)

 

(10.5)

 

 

220,203

 

3.6

 

 

(411,875)

 

(3.9)

 

 

 

220,203

 

3.6

 

 

(411,875)

 

(3.9)

 

 

(858,863)

 

(7.7)

 

Less: Net income attributable to noncontrolling interests

 

 

4,798

 

0.1

 

 

1,750

 

*

 

 

5,757

 

*

 

 

 

1,750

 

*

 

 

5,757

 

*

 

 

6,224

 

*

 

Net income (loss) attributable to FRONTEO, Inc. shareholders

 

¥

(448,350)

 

(10.7)%

 

¥

218,453

 

3.4%

 

¥

(417,632)

 

(4.0)%

 

 

¥

218,453

 

3.4%

 

¥

(417,632)

 

(4.0)%

 

¥

(865,087)

 

(7.7)%

 


* Less than 0.1%

Fiscal Year Ended March 31, 2017 Compared to Fiscal Year Ended March 31, 2016

Total revenue

Total revenue for the year ended March 31, 2017, increased by ¥664.5 million, or 6.3%, to ¥11,220.8 million compared with the year ended March 31, 2016 of ¥10,556.2 million. The increase in total revenue came primarily from FRONTEO USA and the emerging Artificial Intelligence business (“AI”) in Japan. Revenue from the U.S. segment for outside customers for the year ended March 31, 2017 increased by ¥577.3 million, or by 9.3% to ¥6,801.0 million representing 60.6% of consolidated revenue.

Revenue from our eDiscovery services increased by ¥415.2 million, or 4.1%, to ¥10,461.4 million in the year ended March 31, 2017 from ¥10,046.1 million in the comparable period in the previous year. The increase in revenue from our eDiscovery business was due to the acquisition of EvD and EDI, as described above.

Revenue from legal and compliance professional services (LCPS) and other services were ¥759.4 million, which increased 48.9% from the previous fiscal year. The increase was attributable primarily to “Lit i View XAMINER”, “Lit i View EMAIL AUDITOR” and other software driven by KIBIT, our AI technology.

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Cost of revenue

Cost of revenue for the year ended March 31, 2017 increased by ¥1,158.9 million, or 20%, to ¥6,905.0 million from ¥5,746.1 million for the year ended March 31, 2016. The majority of this increase was primarily due to labor and facility costs in the U.S. which increased by ¥1,600.9 million to ¥3,427.6 million. The increase was partially offset by decreases in the cost of outside labor and Software License fees to run or review business which decreased by ¥104.6 million to ¥567.5 million.

Selling, general and administrative expenses

Selling, general and administrative expenses increased for the year ended March 31, 2017 by ¥628.4 million, or 12.9%, to ¥5,481.9 million from ¥4,853.5 million for the year ended March 31, 2016. This was due primarily to labor and facility costs in the U.S., sales and marketing spending to launch rebranding write off of fixed assets and increased audit fees owing to our material weaknesses in internal control over financial reporting in the U.S.

Operating income (loss)

We incurred an operating loss of ¥1,134.7 million for the year ended March 31, 2017, which was ¥1,064.4 million higher than our operating loss of ¥70.3 million for the year ended March 31, 2016. This increase was primarily due to the increases in labor and facility spending in the U.S., combined with increases in sales and marketing expenses.

Other

·

Interest income for the year ended March 31, 2017 increased to ¥3.6 million or by ¥2.0 million from ¥1.7 million for the year ended March 31, 2016, due primarily to increase in cash and cash equivalent balances during the year.

·

Interest expense for the year ended March 31, 2017 increased to ¥125.7 million or by ¥71.0 million from ¥54.8 million for the year ended March 31, 2016, due primarily to an increase in debt balances for the during the year.

·

We recorded gain on derivatives for the year ended March 31, 2017 of ¥43.3 million compared to loss on derivatives of ¥258.2 million in the prior year which was resulted primarily from the cross currency interest rate swaps.

·

We incurred foreign exchange loss of ¥13.8 million for the year ended March 31, 2017, compared to gain of ¥161.7 million for the year ended March 31, 2016. The negative impact was due to an increase in U.S dollar denominated receivables from foreign subsidiaries and the continuing strong Japanese yen.

·

Dividend income for the year ended March 31, 2017 was ¥14.4 million, compared to ¥11.3 million for the year ended March 31, 2016.

·

Other loss for the year ended March 31, 2017 was ¥60.3 million, or increased by ¥40.2 million, compared to ¥20.1 million for the year ended March 31, 2016, primarily related to increase in miscellaneous income deductions.

Income taxes (benefit)

Income tax (benefit) for the year ended March 31, 2017 was ¥ (458.1) million, compared with an income tax of ¥183.1 million for the year ended March 31, 2016. Our effective tax rates for the years ended March 31, 2016 and 2017 were negative 80.1% and positive 34.7%, respectively. The negative effective tax rate in the prior year was primarily due to an increase in acquisition-related costs and earn-out expenses which are not deductible for tax purpose and an increase in valuation allowance against deferred tax assets related to net operating loss carryforwards of certain subsidiaries. The positive effective tax rate of 34.7% for the year ended March 31, 2017 was primarily due to a decrease in valuation allowance of deferred tax assets as we expect to utilize net operating losses of foreign subsidiaries.

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Net income (loss) attributable to FRONTEO, Inc. shareholders

Net loss attributable to FRONTEO, Inc. shareholders for the year ended March 31, 2017 was ¥865.1 million compared with net loss attributable to FRONTEO, Inc. shareholders of ¥417.6 million in the prior year, due to an increases in the cost of revenue and selling, general and administrative expenses as described above, partially offset by income tax benefit attributable to operating loss for the year.

 

Fiscal Year Ended March 31, 2016 Compared to Fiscal Year Ended March 31, 2015

 

Total revenue

 

Total revenue for the year ended March 31, 2016, increased by ¥4,251.3 million, or 67.4%, to ¥10,556.2 million compared with the year ended March 31, 2015 of ¥6,304.9 million. The increase in total revenue was due primarily to the acquisition of EvD, the successful acquisition of new large accounts in the United States, and the strengthened pipeline contributed by the acquisitions of TLS and EvD. Revenue from the U.S. segment for outside customers for the year ended March 31, 2016 increased by ¥3,439.2 million, or by 123.5% to ¥6,223.7 million representing 59.0% of consolidated revenue.

 

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Revenue from our eDiscovery services increased by ¥4,186.5 million, or 71.4%, to ¥10,046.1 million in the year ended March 31, 2016 from ¥5,859.6 million in the comparable period in the previous year. The increase in revenue from our eDiscovery business was due to the acquisition of EvD, as described above.

 

Revenue from legal and compliance professional services (LCPS) and other services were ¥510.1 million, which increased 14.5% from the previous fiscal year. The increase was due primarily to increase in revenue from forensic tool and software. The increase was attributable to “Lit i View XAMINER”, “Lit i View EMAIL AUDITOR” and other software driven by KIBIT, our AI technology.

 

Cost of revenue

 

Cost of revenue for the year ended March 31, 2016 increased by ¥2,606.0 million, or 83.0%, to ¥5,746.1 million from ¥3,140.1 million for the year ended March 31, 2015. The majority of this increase was primarily due to labor and facility cost caused by our acquisition of TLS and EvD, and related facility consolidation in the U.S. Total of those cost for the year ended March 31, 2016 increased by ¥1,474.6 million to ¥1,826.6 million. The increase was also attributable to outside labor cost and software license fees to run our review business which increased by ¥438.1 million to ¥672.1 million.

 

Selling, general and administrative expenses

 

Selling, general and administrative expenses increased for the year ended March 31, 2016 by ¥1,989.4 million, or 69.5%, to ¥4,853.5 million from ¥2,864.1 million for the year ended March 31, 2015. This was due primarily to labor and facility costs for TLS and EvD of ¥1,145.7 million, increased sales and marketing spending to launch new business in healthcare and digital marketing area, EvD acquisition-related costs of ¥254.9 million, earn-out expenses of ¥198.7 million, and the amortization cost of intangible assets of ¥151.8 million that was expensed during the year ended March 31, 2016.

 

Operating income (loss)

 

We incurred an operating loss of ¥70.3 million for the year ended March 31, 2016, which is ¥345.7 million lower than our operating income of ¥275.4 million for the year ended March 31, 2015. This decrease was primarily due to the increase of sales and marketing spending for new business in healthcare and digital marketing area, and EvD acquisition-related expenses and earn-out expenses.

 

Other

 

·

Interest income for the year ended March 31, 2016 decreased by 1.6% to ¥1.7 million, from ¥1.7 million for the year ended March 31, 2015, due primarily to decrease in cash and cash equivalent balances during the year.

 

·

Interest expense for the year ended March 31, 2016 increased by 94.5% to ¥54.8 million, from ¥28.2 million for the year ended March 31, 2015, due primarily to an increase in debt balances for the acquisition of EvD during the year.

 

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·

We recorded loss on derivatives for the year ended March 31, 2016 of ¥258.2 million which was resulted primarily from the cross currency interest rate swaps.

 

·

Foreign currency exchange gain for the year ended March 31, 2016 was ¥161.7 million, compared to ¥200.4 million for the year ended March 31, 2015. The negative impact was due to an increase in U.S dollar denominated long term bank borrowings and the continuing strong Japanese yen.

 

·

Dividend income for the year ended March 31, 2016 increased by 25.0% to ¥11.3 million, compared to ¥9.0 million for the year ended March 31, 2015.

 

·

Other loss for the year ended March 31, 2016 increased by ¥20.1 million, compared to ¥0.1 million for the year ended March 31, 2015, due primarily to an increase in loss on disposal of fixed assets related to the facility consolidation in the U.S.

 

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Table of Contents

Income taxes (benefit)

 

Income tax for the year ended March 31, 2016 was ¥183.1 million, compared with an income tax of ¥238.1 million for the year ended March 31, 2015. Our effective tax rates for the years ended March 31, 2015 and 2016 were 52.0% and negative 80.1%, respectively. The increase in our effective tax rate was primarily due to an increase in acquisition-related costs and earn-out expenses which were not deductible for tax purpose and an increase in valuation allowance against deferred tax assets related to net operating loss carryforwards of certain subsidiaries.

 

Net income (loss) attributable to FRONTEO, Inc. shareholders

 

Net loss attributable to FRONTEO, Inc. shareholders for the year ended March 31, 2016 was ¥417.6 million compared with net income in the prior year of ¥218.5 million, due to an increases in the selling, general and administrative expenses to launch healthcare and digital marketing business, and costs and earn-out expenses related to acquisition of EvD and loss on derivatives.

 

Fiscal Year Ended March 31, 2015 Compared to Fiscal Year Ended March 31, 2014

Total revenue

Total revenue for the year ended March 31, 2015, increased by ¥2,112.4 million, or 50.4%, to ¥6,304.9 million compared with the year ended March 31, 2014 of ¥4,192.6 million. The increase in total revenue was due primarily to the acquisition of large cases, including cases related to cartel matters, the successful acquisition of new large accounts in the United States, and the strengthened pipeline contributed by the acquisition of TLS.

Revenue from our eDiscovery services increased by ¥2,089.7 million, or 55.4%, to ¥5,859.6 million in the year ended March 31, 2015 from ¥3,769.9 million in the comparable period in the previous year. The increase in revenue from our eDiscovery business was due to the acquisition of large cases, including cases related to cartel matters, the successful acquisition of new large accounts in the United States, and the acquisition of TLS, as described above.

Revenue from legal and compliance professional services (LCPS) and other services were ¥445.3 million, which increased 5.4% from the previous fiscal year. The increase was due primarily to increase in revenue from investigations to which technology cultivated through the eDiscovery business applied offset by decrease in revenue from forensic tool and training. The increase was attributable to “Lit i View XAMINER” which is the forensic software we released last fiscal year and to newly launched “Lit i View EMAIL AUDITOR” driven by FRONTEO AI technology.

Cost of revenue

Cost of revenue for the year ended March 31, 2015 increased by ¥825.7 million, or 35.7%, to ¥3,140.1 million from ¥2,314.3 million for the year ended March 31, 2014. The majority of this increase was primarily due to our acquisition of TLS, which has facilities including data centers as well as skilled process engineers. The increase was also attributable to our continuing development of Lit i View and other capitalized software products which resulted in amortization expense, to support further growth of the Company.

Selling, general and administrative expenses

Selling, general and administrative expenses increased for the year ended March 31, 2015 by ¥366.8 million, or 14.7%, to ¥2,864.1 million from ¥2,497.3 million for the year ended March 31, 2014. This was due primarily to our acquisition of TLS, and the inclusion of its sales and marketing resources, and the acquisition-related expenses of ¥87.8 million which was expensed during the year ended March 31, 2015.

Operating income (loss)

We had operating income of ¥275.4 million for the year ended March 31, 2015, which is ¥913.4 million higher than our operating loss of ¥638.0 million for the year ended March 31, 2014. This increase was primarily due to the increase in our total revenue.

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Other

·

Interest income for the year ended March 31, 2015 increased by 145.9% to ¥1.7 million, from ¥0.7 million for the year ended March 31, 2014, due primarily to increase in cash and cash equivalent balances during the year.

·

Interest expense for the year ended March 31, 2015 decreased by 8.7% to ¥28.2 million, from ¥30.9 million for the year ended March 31, 2014, due primarily to a decrease in average debt balances during the year.

·

Foreign currency exchange gains for the year ended March 31, 2015 increased to ¥200.4 million, from ¥120.2 million for the year ended March 31, 2014 due to an increase in foreign currency denominated receivable balances as a result of an increase in U.S. dollar denominated revenue and the continuation of the Japanese yen depreciation.

·

Dividend income for the year ended March 31, 2015 increased by 33.3% to ¥9.0 million, compared to ¥6.8 million for the year ended March 31, 2014.

Income taxes (benefit)

Income tax for the year ended March 31, 2015 was ¥238.1 million, compared with an income tax benefit of ¥132.4 million for the year ended March 31, 2014, due primarily to the operating income achieved for the year ended March 31, 2015 as described above. Our effective tax rates for the years ended March 31, 2014 and 2015 were 19.2% and 51.9%, respectively.

Net income (loss) attributable to FRONTEO, Inc. shareholders

Net income attributable to FRONTEO, Inc. shareholders for the year ended March 31, 2015 was ¥218.5 million compared with the net loss in the prior year of ¥448.4 million, due to an increase in revenue of ¥2,112.4 million, or 50.4%, and increases in the cost of revenue of ¥825.7 million, or 35.7%, and selling, general and administrative expenses of ¥366.8 million, or 14.7%, compared to the year ended March 31, 2014.

Operating Segments

 

Our operatingOperating segments are defined as components of our companythe Company that engage in business activities from which we earnthe Company earns revenues and incurincurs expenses and for which separate financial information is available that isto be evaluated regularly by the chief operatingoperation decision maker in deciding how to allocate resources and in assessing performance. We provide

The Company provides a variety of eDiscovery and forensic services which are provided by FRONTEO Inc. and its domestic subsidiaries for domestic (Japanese) clients, by FRONTEO USA, Inc.  (“and FRONTEO USA”)Government Services, Inc. , our U.S.-and U.S. based wholly-owned subsidiary,subsidiaries of FRONTEO, Inc., for clients based in the U.S. or represented by U.S. - based-based attorneys who contracted FRONTEO USA, Inc. and FRONTEO Government Services, Inc., and by other foreign subsidiaries for foreign clients other than those who contracted FRONTEO USA. USA, Inc. and FRONTEO Government Services, Inc.

FRONTEO and its domestic subsidiaries also provide AI based business, such as healthcare and data marketing.

Our legal service operations in Japan, the U.S. and Otherother (which includes South Korea and Taiwan), and AI based service in Japan have been identified as our threethe four operating segments. and reportable segments of the Company.

Our chief executive officer,Chief Executive Officer, who is also ourthe Company’s chief operating decision maker, regularly reviews the performance of the threefour operating segments and makes decisions regarding allocation of resources. Our chief operating decision maker utilizes various measurements prepared based on Japanese GAAP which include revenues, operating income or loss and segment assets to assess segment performance and allocate resources to those segments.

 

Revenue is recognized by eachAI based service in Japan segment has met a quantitative threshold for the year ended March 31, 2017 and the segment data for the year ended March 31, 2016 were presented for comparative purposes. No restated segment data for the year ended March 31, 2015 has been presented because AI based service did not exist in that period. 

Each legal service segment recognizes revenue for which the segment has a direct contractual relationshiprelationships with its client. Most of our clients are either corporate clients in Asia or U.S.-based law firms representing corporate clients in Asia.clients. If our services are contracted between a law firm in the U.S. and FRONTEO USA, Inc. or FRONTEO Government Services, Inc., revenue is recorded by the U.S. segment although the end corporate client may be located in areas other than the U.S.

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Our reportable segments are the same as our operating segments. Segment information for the years ended March 31, 2014, 2015, 2016 and 20162017 is as follows:

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

 

    

2014

    

2015

    

2016

 

    

2015

    

2016

    

2017

 

Japan

 

 

 

 

 

 

 

 

 

 

Japan-legal

 

 

 

 

 

 

 

 

 

 

Outside customers

 

¥

2,217,334

 

¥

3,105,983

 

¥

3,845,598

 

 

¥

3,105,983

 

¥

3,726,683

 

¥

3,740,903

 

Intersegment*(1)

 

 

624,629

 

 

739,796

 

 

844,455

 

 

 

739,796

 

 

844,455

 

 

571,889

 

Total

 

 

2,841,963

 

 

3,845,779

 

 

4,690,053

 

 

 

3,845,779

 

 

4,571,138

 

 

4,312,792

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Japan-AI

 

 

 

 

 

 

 

 

 

 

Outside customers

 

¥

 

¥

118,915

 

¥

288,012

 

U.S.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outside customers

 

 

1,746,588

 

 

2,784,470

 

 

6,223,652

 

 

 

2,784,470

 

 

6,223,652

 

 

6,800,966

 

Intersegment*(1)

 

 

59,169

 

 

121,546

 

 

101,628

 

 

 

121,546

 

 

101,628

 

 

179,763

 

Total

 

 

1,805,757

 

 

2,906,016

 

 

6,325,280

 

 

 

2,906,016

 

 

6,325,280

 

 

6,980,729

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outside customers

 

 

207,696

 

 

384,007

 

 

483,758

 

 

 

384,007

 

 

483,758

 

 

377,850

 

Intersegment*(1)

 

 

111,728

 

 

124,488

 

 

138,977

 

 

 

124,488

 

 

138,977

 

 

47,876

 

Total

 

 

319,424

 

 

508,495

 

 

622,735

 

 

 

508,495

 

 

622,735

 

 

425,726

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eliminations

 

 

(795,526)

 

 

(985,830)

 

 

(1,085,061)

 

 

 

(985,830)

 

 

(1,085,061)

 

 

(799,529)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue after eliminations

 

 

4,171,618

 

 

6,274,460

 

 

10,553,007

 

 

 

6,274,460

 

 

10,553,007

 

 

11,207,730

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments*(2)

 

 

20,950

 

 

30,466

 

 

3,229

 

 

 

30,466

 

 

3,229

 

 

13,045

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total consolidated revenue

 

¥

4,192,568

 

¥

6,304,926

 

¥

10,556,236

 

 

¥

6,304,926

 

¥

10,556,236

 

¥

11,220,775

 


*(1)  Intersegment transaction prices and other conditions are determined based on market prices and total costs of transactions.

*(2)  These amounts primarily represent the net impact of adjustments arising from the differences in timing of the revenue recognition under U.S. GAAP and Japanese GAAP.

 

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Table of Contents 

Segment Performance Measure:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

 

    

2014

    

2015

    

2016

 

    

2015

    

2016

    

2017

 

Segment profit (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Japan

 

¥

(378,553)

 

¥

303,149

 

¥

30,177

 

 

¥

303,149

 

¥

557,597

 

¥

698,608

 

Japan-AI

 

 

 

 

 

(527,420)

 

 

(728,926)

 

U.S.

 

 

(100,923)

 

 

39,926

 

 

35,013

 

 

 

39,926

 

 

35,013

 

 

(1,132,981)

 

Other

 

 

(119,140)

 

 

(77,006)

 

 

3,933

 

 

 

(77,006)

 

 

3,933

 

 

(43,363)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total segment profit after eliminations

 

 

(598,616)

 

 

266,069

 

 

69,123

 

 

 

266,069

 

 

69,123

 

 

(1,206,662)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments*(3)

 

 

(39,377)

 

 

9,353

 

 

(139,402)

 

 

 

9,353

 

 

(139,402)

 

 

27,811

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total consolidated operating income (loss)

 

 

(637,993)

 

 

275,422

 

 

(70,279)

 

 

 

275,422

 

 

(70,279)

 

 

(1,178,851)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unallocated amounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

691

 

 

1,699

 

 

1,672

 

 

 

1,699

 

 

1,672

 

 

3,634

 

Interest expense

 

 

(30,867)

 

 

(28,177)

 

 

(54,793)

 

 

 

(28,177)

 

 

(54,793)

 

 

(125,743)

 

Loss on derivatives

 

 

 —

 

 

 —

 

 

(258,205)

 

Foreign currency exchange gains

 

 

120,246

 

 

200,438

 

 

161,680

 

Gain(loss) on derivatives

 

 

 —

 

 

(258,205)

 

 

43,594

 

Foreign currency exchange gains (losses)

 

 

200,438

 

 

161,680

 

 

(13,751)

 

Dividend income

 

 

6,750

 

 

9,000

 

 

11,250

 

 

 

9,000

 

 

11,250

 

 

14,400

 

Other-net

 

 

(8,030)

 

 

(85)

 

 

(20,075)

 

 

 

(85)

 

 

(20,075)

 

 

(60,255)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total consolidated income (loss) before income taxes

 

¥

(549,203)

 

¥

458,297

 

¥

(228,750)

 

 

¥

458,297

 

¥

(228,750)

 

¥

(1,316,972)

 


*(3)  Adjustments primarily relate to differences between U.S. GAAP and Japanese GAAP for revenue recognition, amortization of goodwill, remeasurement of earn-out and vacation allowance expenses for employees.

 

Segment Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

 

    

2015

    

2016

 

    

2016

    

2017

 

Segment assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Japan

 

¥

7,622,397

 

¥

11,944,178

 

 

¥

11,586,133

 

¥

12,334,732

 

Japan-AI

 

 

358,045

 

 

3,468,157

 

U.S.

 

 

2,367,794

 

 

7,658,961

 

 

 

7,658,961

 

 

8,600,034

 

Other*(4)

 

 

632,699

 

 

720,152

 

Others*(4)

 

 

720,152

 

 

734,277

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eliminations

 

 

(2,981,224)

 

 

(7,404,501)

 

 

 

(7,404,501)

 

 

(8,978,328)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total segment assets after eliminations

 

 

7,641,666

 

 

12,918,790

 

 

 

12,918,790

 

 

16,158,872

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments*(5)

 

 

51,511

 

 

(52,135)

 

 

 

(52,135)

 

 

86,736

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total consolidated assets

 

¥

7,693,177

 

¥

12,866,655

 

 

¥

12,866,655

 

¥

16,245,608

 


*(4)  The Company recognized an impairment loss on long-lived assets of ¥5,144 thousand for the year ended March 31, 2016 consisted of property, plant and equipment owned by a subsidiary in Taiwan.

*(5)  Adjustments primarily relate to differences between U.S. GAAP and Japanese GAAP for revenue recognition, depreciation and amortization and deferred tax assets.

 

Capital expenditures on long-lived assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

    

2015

    

2016

    

2017

 

Capital expenditures

 

 

 

 

 

 

 

 

 

 

Japan

 

¥

575,196

 

¥

300,447

 

¥

616,757

 

Japan-AI

 

 

 

 

155,442

 

 

384,606

 

U.S.

 

 

89,463

 

 

660,982

 

 

361,777

 

Others

 

 

24,628

 

 

8,982

 

 

6,331

 

 

 

 

 

 

 

 

 

 

 

 

Total consolidated capital expenditures

 

¥

689,287

 

¥

1,125,853

 

¥

1,369,471

 

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Capital expenditures on long-lived assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

    

2014

    

2015

    

2016

 

Capital expenditures

 

 

 

 

 

 

 

 

 

 

Japan

 

¥

496,451

 

¥

575,196

 

¥

455,889

 

U.S.

 

 

8,836

 

 

89,463

 

 

660,982

 

Other

 

 

15,737

 

 

24,628

 

 

8,982

 

Total consolidated capital expenditures

 

¥

521,024

 

¥

689,287

 

¥

1,125,853

 

 

Capital expenditures relate to property and equipment, capitalized computer software costs and other intangible assets on an accrual basis, other than those disclosed in Note 2.2 of the notes to the consolidated financial statements.

 

Other Significant Items:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

 

    

2014

    

2015

    

2016

 

    

2015

    

2016

    

2017

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Japan

 

¥

346,285

 

¥

431,287

 

¥

523,037

 

 

¥

431,287

 

¥

474,533

 

¥

444,094

 

Japan-AI

 

 

 

 

48,504

 

 

125,715

 

U.S.

 

 

49,752

 

 

113,768

 

 

313,025

 

 

 

113,768

 

 

313,025

 

 

429,618

 

Other

 

 

41,282

 

 

42,703

 

 

47,545

 

Others

 

 

42,703

 

 

47,545

 

 

39,769

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total depreciation and amortization

 

 

437,319

 

 

587,758

 

 

883,607

 

 

 

587,758

 

 

883,607

 

 

1,039,196

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments*(6)

 

 

5,284

 

 

1,774

 

 

12,218

 

 

 

1,774

 

 

12,218

 

 

9,431

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total consolidated depreciation and amortization

 

¥

442,603

 

¥

589,532

 

¥

895,825

 

 

¥

589,532

 

¥

895,825

 

¥

1,048,627

 


*(6)  Adjustments primarily relate to differences between U.S. GAAP and Japanese GAAP for depreciation and amortization.

 

Entity-Wide Information:

 

For the year ended March 31, 2014, revenue from Samsung Electronics Co., Ltd. and TMI Associates amounted to ¥1,639,791 thousand and ¥622,355 thousand, respectively, representing approximately 39.1% and 14.8%, respectively, of the total revenue. For the year ended March 31, 2015, revenue from Samsung Electronics Co., Ltd. and TMI Associates amounted to ¥1,969,335 thousand and ¥641,074 thousand, respectively, representing approximately 31.4% and 10.2%, respectively, of the total revenue.

For the year ended March 31, 2016, revenue from Samsung Electronics Co., Ltd. and TMI Associates amounted to ¥1,657,074 thousand and ¥1,022,656 thousand, respectively, representing approximately 15.6% and 9.7%, respectively, of the total revenue. These customers are attributable to Japan except ¥1,639,791 thousand, ¥1,969,335thousand and ¥1,657,074 thousand for Samsung Electronics, Co., Ltd. for

For the year ended March 31, 2014, 2015 and 2016, respectively, which are reported in2017, revenue from TMI Associates amounted to ¥1,253,860 thousand, representing approximately 11.2% of the U.S. and Other.total revenue.

 

The information concerning revenue by service categories for the years ended March 31, 2014, 2015, 2016 and 2016,2017, is presented below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

 

    

2014

    

2015

    

2016

 

    

2015

    

2016

    

2017

 

eDiscovery

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Review

 

¥

472,074

 

¥

832,492

 

¥

1,998,276

 

 

¥

832,492

 

¥

1,998,276

 

¥

2,630,785

 

Other

 

 

3,297,799

 

 

5,027,090

 

 

8,047,850

 

 

 

5,027,090

 

 

8,047,850

 

 

7,830,595

 

Total

 

 

3,769,873

 

 

5,859,582

 

 

10,046,126

 

 

 

5,859,582

 

 

10,046,126

 

 

10,461,380

 

Investigation

 

 

240,843

 

 

299,095

 

 

283,957

 

 

 

299,095

 

 

283,957

 

 

304,233

 

AI

 

 

 —

 

 

118,914

 

 

288,011

 

Sales of software

 

 

24,344

 

 

41,054

 

 

44,523

 

Sales of forensic tools

 

 

62,576

 

 

21,926

 

 

41,794

 

 

 

21,926

 

 

41,794

 

 

29,971

 

Forensic training

 

 

28,934

 

 

6,325

 

 

9,990

 

 

 

6,325

 

 

9,990

 

 

12,485

 

Other

 

 

90,342

 

 

117,998

 

 

174,369

 

 

 

93,654

 

 

14,401

 

 

80,172

 

Total revenue

 

¥

4,192,568

 

¥

6,304,926

 

¥

10,556,236

 

 

¥

6,304,926

 

¥

10,556,236

 

¥

11,220,775

 

 

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Long-lived assets held in Japan, Japan-AI, the U.S., and Other as of March 31, 20162017 were ¥425,484 thousand, ¥631,531 thousand¥308.4 million, ¥66.9 million, ¥771.7 million and ¥63,705 thousand,¥29.8 million, respectively. Long-lived assets include property and equipment.

 

Application of Critical Accounting Policies and Estimates

 

In reviewing our consolidated financial statements, you should consider the sensitivity of our reported financial condition and results of operations to changes in the conditions and assumptions underlying the estimates and judgments made by management in applying critical accounting policies.

 

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The preparation of financial statements requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods presented. Actual results may differ from these estimates, judgments and assumptions. Note 1 to our annual consolidated financial statements includes a summary of the significant accounting policies used in the preparation of our financial statements. Certain accounting policies are particularly critical because of their significance to our reported results and because of the possibility that future events may differ significantly from the conditions and assumptions underlying the estimates used and judgments made by management in preparing our financial statements.

 

We have discussed the development and selection of critical accounting policies and estimates with our Board of Directors, and the Board of Directors has reviewed the disclosure relating to these, which are included in this annual report. For all of these policies, we caution that future events rarely develop exactly as forecast, and even the best estimates may require adjustment.

 

Revenue recognition

 

We have agreements with customers pursuant to which it performswe perform various services. A majority of the our revenue relates to fees earned for the month-to-month performance of eDiscovery and forensic services. Such services include data collection, data processing, data hosting, data review, and document production services. The fees that we earn and bill for these services vary primarily based on the hours of service provided, the volume of documents reviewed or produced, the amount of data processed or stored. The scope and volume of services to be performed can change depending on customers’ requests, which are made on an optional and “as needed” basis, and customers may choose not to request performance of additional services or may obtain similar services from other service providers.

 

We recognize revenue for eDiscovery and forensic services based on the agreed-upon prices and volume of services performed during the period. For these contractual arrangements, we have identified each deliverable service element. Based on management’s evaluation of each element, it was determined that each element delivered has standalone value to the customers because FRONTEOwe or other vendors sell such services separately from any other services/deliverables. Accordingly, each of the service elements in the multiple element case qualifies as a separate unit of accounting. We use the best estimate of sales price based on the price it charges when it sells an element on a standalone basis, which is generally consistent with the stated prices in the arrangements, and allocates revenue to the various units of accounting in the arrangements based on the stated prices.

 

We also enter into multiple-element arrangements for software sales which includes undelivered elements that are not essential to the functionality of the delivered software and such undelivered elements only consist of post contract support. We account for them in accordance with ASC 985-605, “Software-Revenue Recognition.” We have not been able to establish a vendor-specific objective evidence of fair value(“VSOE”) of fair value to allocate the fee to the separate elements and thus recognize the entire arrangement fee on a straight-line basis over the contract period.

We recognize revenue for each separate unit of accounting when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the fee is fixed or determinable, and collectability is reasonably assured based on evidence of an arrangement.assured.

 

We have revenue related to the reimbursement of certain direct costs by customers, primarily transportation. Reimbursed transportation and other reimbursable direct costs are recorded gross in the consolidated statements of operations as “Operating revenue from reimbursed direct costs” and as “Reimbursed direct costs.

 

Useful lives of property and equipment

 

Property and equipment, net, recorded on our balance sheet was ¥1,120.7¥1,177.2 million as of March 31, 2016,2017, representing 8.7%7.2% of our total assets. The values of our property and equipment, including assets under capital leases which are primarily office equipment, are recorded in our financial statements at cost, andwhile depreciation and amortization are computed using the straight-line method based on either the estimated useful lives of assets or the lease period, whichever is shorter.

 

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Our depreciation expenses for property and equipment for the years ended March 31, 2014, 2015, 2016 and 20162017 were ¥197.4¥246.0 million, ¥280.8¥341.0 million and ¥341.0¥351.8 million, respectively.

 

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We estimate the useful lives of property and equipment in order to determine the amount of depreciation and amortization expense to be recorded in each fiscal year. We determine the useful lives of our assets at the time the assets are acquired and base our determinations on expected use, experience with similar assets as well as taking into account anticipated technological or other changes. Estimated useful lives by major asset classes as of March 31, 2016,2017, were as follows:

 

 

 

 

 

Leasehold improvements

    

6 to 15 years

 

Furniture and fixtures

 

4 to 20 years

 

Computers

 

5 years

 

Assets under capital leases, primarily office equipment

 

5 to 7 years

 

 

If technological or other changes were to occur more rapidly or in a different form than anticipated or the intended use changes, the useful lives assigned to these assets may need to be shortened, or we may need to sell or write off the assets, resulting in recognition of increased depreciation and amortization or losses in future periods.

 

Useful lives of capitalized computer software

 

Capitalized computer software costs, net recorded on our balance sheet were ¥919.5¥963.2 million as of March 31, 2016,2017, representing 7.1%5.9% of our total assets. The values of our capitalized computer software costs are recorded in our financial statements at cost, and amortization is computed using the straight-line method based on the estimated useful life of the software.

 

Certain internal software development costs incurred in the creation of computer software products for internal use are capitalized when the preliminary project phase is completed and when management, with the relevant authority, authorizes and commits funding to the project and it is probable that the project will be completed and the software will be used to perform the function intended. Amortization of capitalized computer software costs begins in the period each module or component of the product is ready for its intended use.

 

Our amortization expense for capitalized computer software costs for the fiscal years ended March 31, 2014, 2015, 2016 and 2016 was ¥237.92017 were ¥302.8 million, ¥302.5¥374.5 million and ¥374.5¥455.9 million, respectively.

 

Business Combinations

 

We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired, including in process research and development (“IPR&D”), if any, based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. We engage independent third-party appraisal firms to assist us in determining the fair values of assets acquired and liabilities assumed. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets.

 

Critical estimates in valuing certain intangible assets include but are not limited to future expected cash flows and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

 

Goodwill and Intangible Assets

 

Goodwill is not amortized and is tested annually for impairment of each fiscal year and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value below its carrying amount. In assessing goodwill for impairment, we have the option to first perform a qualitative assessment to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Reporting units are our operating segments or one level below the operating segments. If we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, no additional tests to assess goodwill for impairment are required to be performed. If we conclude otherwise or elect not to perform the qualitative assessment, then it is required to perform the first step of a two-step impairment review process. In the fiscal year ended March 31, 2015 and thereafter, we elected to perform the aforementioned

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qualitative assessment of goodwill as of the measurement date of January 1. During the year ended March 31, 2016,2017, we performed qualitativequantitative assessment of goodwill and identified no impairment indicators.  Ifconfirmed that the carrying amount of a reporting unit exceedsexceeded its fair value, we then perform the second step of the goodwill impairment test to measure the amount of impairment loss, if any.value. Intangible assets with finite useful lives are amortized on a straight-line basis over the estimated useful life.

 

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Intangible assets primarily consist of customer relationships licenses and trademarks. We have estimated the weighted average amortization periods for the customer relationship, licenses andnoncompete agreement, favorable leases, trademarks to be 15 years, 3 years and 3 years, and 10 years, respectively.

 

Valuation of investments

 

We have investments in securities, and the valuation of investments requires us to make judgments using information that is generally uncertain at the time, such as assumptions regarding near-term prospects. As of March 31, 2016,2017, we had available-for-sale securities of ¥639.9¥500.4 million and cost method investments of  ¥15 thousand. We routinely assess the impairment of our investments by considering whether any decline in value is other-than-temporary. The factors we consider are:

 

·

the duration of the decline in value of the security and the severity of the decline,decline;

·

the financial condition and near term prospects of the investee,investee;  and

·

our intent and ability to hold the equity security until forecasted recovery.

 

No losses on impairment of investments in certain marketable equity securities were recognized for the years ended March 31, 2014, 2015, 2016, and 2016.2017.

 

Investments in equity securities that have readily determinable fair value and are classified as available-for-sale securities are accounted for at fair value with unrealized gains and losses excluded from earnings. The changes in fair value of investment in equity securities which are reported in other comprehensive income, net of tax are an increase of ¥2.3¥89.7 million, an increase of ¥89.7¥78.2 million and an increasea decrease of ¥78.2¥15.8 million for the years ended March 31, 2014, 2015, 2016 and 2016,2017, respectively.

 

Share-Based Compensation

 

We measure the cost of employee services received in exchange for an award of equity instruments at the fair value of the award on the grant-date and recognize the cost over the period which the employee is required to provide services in exchange for the award. Compensation expenses are recognized on a straight-line basis over the requisite service period of the awards which are expected to vest. We measure the cost of non-employee services received in exchange for an award of equity instruments at fair value. The fair value of awards granted to non-employees is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. We recognize the cost on a straight-line basis over the vesting period, which is generally the service contract term during which services are rendered by the non-employees.

 

The Black-Scholes valuation model is used to determine the fair value of our stock option awards and related share-based compensation expense. Determining the fair value of share based awards at the grant date requires judgment. The determination of the grant date fair value of options using an option-pricing model is affected by common stock price at grant date as well as assumptions regarding a number of other complex and subjective variables. If any of the assumptions used in the Black-Scholes valuation model changes significantly, share-based compensation for future awards may differ materially compared with the awards granted previously. In valuing our options, we make assumptions about risk-free interest rates, expected dividend yields, expected volatility, and expected term (contractual term for non-employees), including estimated forfeiture rates of the options.

 

·

Risk-free interest rate:  Risk-free interest rates are derived from the Japanese government bond interest rate for the expected or contractual term as of the option grant date.

·

Expected dividend yields:   Expected dividend yields are based on actual dividend payments and expected payments in the future which are approved by the Board of Directors before the option grant date.

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Table of Contents

·

Expected Volatility:  Expected volatility is estimated based upon the historical volatility of our share price over a period commensurate with the expected or contractual term, adjusted for the effect of changes expected in the future.

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Table of Contents

·

Expected term (contractual term for non-employees):  The expected term of the stock options granted to employees is estimated based on historical employee exercise patterns associated with prior similar option grants. The term of the stock options granted to non-employees is estimated based on the contractual term.

·

Forfeiture rate:  Based on historical forfeiture information, we estimate the number of forfeitures prior to vesting on the grant date. The effect of subsequent changes in estimated forfeitures is recognized through a cumulative adjustment in the period in which the forfeitures occurs.

 

We recorded ¥70.8 million, ¥27.2 million, ¥78.4 million and ¥78.4¥53.0 million as share-based compensation expense for the years ended March 31, 2014, 2015, 2016 and 2016,2017, respectively.

 

Income taxes

 

Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes and tax loss carryforwards. These deferred taxes are measured using the currently enacted tax rates in effect for the year in which the temporary differences or tax loss carryforwards are expected to reverse. Valuation allowances are provided against deferred tax assets when it is more likely than not that a tax benefit will not be realized. We recognize the financial statement effect of uncertain tax positions when it is more likely than not, based on the technical merits, that the tax positions will be sustained upon examination by the tax authorities. Benefits from tax positions that meet the more-likely-than-not recognition threshold are measured at the largest amount of benefit that is greater than 50% likely of being realized upon settlement. Accrued interest and penalties related to the unrecognized tax benefits are included in income tax expense in the consolidated statements of operations. We had no unrecognized tax benefits during the years ended March 31, 2014, 2015, 2016 and 2016.2017.

 

Although we believe that the amount of net deferred tax assets will be realized, this could change in the near term if estimates of future taxable income are revised and the effect on our consolidated financial position and results of operations could be significant.

 

Reconciliations between the amount of reported income taxestax expense (benefit) and the amount of income taxestax expense (benefit) computed using the normal statutory tax rate for the years ended March 31, 2014, 2015, 2016 and 20162017 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

 

    

2014

    

2015

    

2016

 

    

2015

    

2016

    

2017

 

Amount computed using normal Japanese statutory tax rate

 

¥

(208,752)

 

¥

163,336

 

¥

(75,716)

 

 

¥

163,336

 

¥

(75,716)

 

¥

(403,257)

 

Increase (decrease) in taxes resulting from:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in valuation allowance

 

 

34,468

 

 

31,545

 

 

44,004

 

 

 

31,545

 

 

44,004

 

 

48,845

 

Change in statutory tax rate

 

 

1,836

 

 

15,798

 

 

18,074

 

 

 

15,798

 

 

18,074

 

 

 —

 

Share-based compensation expense

 

 

25,331

 

 

6,927

 

 

21,531

 

 

 

6,927

 

 

21,531

 

 

(7,814)

 

Earnings of foreign subsidiaries taxed at different rates from the statutory rate in Japan

 

 

27,204

 

 

15,776

 

 

14,475

 

 

 

15,776

 

 

14,475

 

 

(104,407)

 

Officers’ remuneration not deductible for tax purpose

 

 

775

 

 

4,870

 

 

 —

 

 

 

4,870

 

 

 —

 

 

 —

 

Research and development tax credit

 

 

 —

 

 

(7,513)

 

 

 —

 

 

 

(7,513)

 

 

 —

 

 

(5,748)

 

Acquisition costs and earn-out liability adjustment

 

 

 —

 

 

 —

 

 

157,739

 

Non-deductible acquisition costs and earn-out liabilities adjustment

 

 

 —

 

 

157,739

 

 

 —

 

Others-net

 

 

13,487

 

 

7,355

 

 

3,018

 

 

 

7,355

 

 

3,018

 

 

14,272

 

Income tax expense (benefit) as reported

 

¥

(105,651)

 

¥

238,094

 

¥

183,125

 

 

¥

238,094

 

¥

183,125

 

¥

(458,109)

 

 

ChangeThe change in valuation allowance for the year ended March 31, 2014 includes an increase of ¥19,860 thousand in the valuation allowance of the foreign subsidiaries in Korea and Taiwan and a domestic subsidiary as of March 31, 2014 for the deferred tax assets arising from their operating loss carryforwards incurred during the year ended March 31, 2014 and an increase of ¥16,262 thousand in the valuation allowance for the deferred tax assets arising from research and development tax credits.

Change in valuation allowance for the year ended March 31, 2015 includes an increase of ¥20,536 thousand in the valuation allowance of the foreign subsidiaries in Taiwan and a domestic subsidiary as of March 31, 2015 for the deferred tax assets arising from their operating loss carryforwards incurred during the year ended March 31, 2015 and an increase of ¥28,395 thousand in the valuation allowance for the deferred tax assets arising from acquisition-related costs,

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and a decrease of ¥16,262 thousand in the valuation allowance for the deferred tax assets arising from research and development tax credits.

 

ChangeThe change in the valuation allowance for the year ended March 31, 2016 includes an increase of ¥61,670 thousand in the valuation allowance of foreign subsidiaries in Taiwan and U.S. and domestic subsidiaries as of March 31, 2016 for the deferred tax assets arising from their operating loss carryforwards incurred during the year

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ended March 31, 2016 and a decrease of ¥17,666 thousand in the valuation allowance for the deferred tax assets of the foreign subsidiary in Korea.

 

AmendmentsThe change in the valuation allowance for the year ended March 31, 2017 includes an increase of ¥50,528 thousand in the valuation allowance of foreign subsidiaries in U.S. and domestic subsidiaries as of March 31, 2017 for the deferred tax assets arising from their operating loss carryforwards incurred during the year ended March 31, 2017 and a decrease of ¥1,683 thousand in the valuation allowance for the deferred tax assets of the foreign subsidiary in Taiwan.

On March 31, 2015, amendments to the Japanese tax regulations were promulgated on March 29, 2016. As a result of those amendments, the corporate income tax rate decreased from 23.9 % to 23.4% for the two years from April 1, 2016 to March 31, 2018 and from 23.4% to 23.2% from the fiscal year beginning April 2018.enacted into law. As a result, the combined Japanese statutory rate will bewas reduced from 35.64 percent to 33.10 percent from the fiscal year beginning April 1, 2015 and from 33.10 percent to 32.34 percent from the fiscal year beginning April 1, 2016. The impact of the tax law changes was a net deferred income taxes benefit of ¥15,798 thousand for the year ended March 31, 2015.

On March 29, 2016, amendments to Japanese tax regulations were enacted into law. As a result, the combined Japanese statutory rate was reduced from 32.34 %percent to 30.90 %30.86 percent for the two years from April 1, 2016 to March 31, 2018 and from 32.34 %percent to 30.60 %30.62 percent from the fiscal year beginning April 1, 2018. The impact of the tax law changes was a net deferred income taxes benefit of ¥18,074 thousand for the year ended March 31, 2016.

 

JOBS ActIntellectual Property

 

In April 2012,We are strong believers in intellectual property, attaching the JOBS Act was enacted. Section 107same level of importance to our intellectual property strategy as the Company does to its technology and business strategies. We believe that a strong intellectual property strategy is vital for achieving our goal of growth and expansion through the data analysis business. We look at ways of developing new types of technology, while simultaneously searching for ways to make those new technologies commercially viable. The goal of our intellectual property strategy is to find ways of protecting and strengthening those technologies, which means securing intellectual property rights so as to be able to apply their versatility to future products. Our intellectual property strategy has focused on protecting our proprietary technologies and on maintaining our competitive advantage over our rivals by building close relationships between our research centers, our clients and the market to accurately identify future business opportunities. Mirroring our business growth, our intellectual assets have expanded rapidly — quantitatively and qualitatively — and we have secured intellectual property rights not only in Japan, but also in the U.S. and other countries.

As of July 1, 2017, in Japan, we have applied for patents for 67 inventions and have been granted patents on 55 of them and in the United States, we have applied for patents for 38 inventions and have been granted patents on 5 of them. Moreover, many trademarks have been registered in many countries across the world, including “FRONTEO,” “KIBIT,” “Lit i View,” and “Landscaping,” as brands representing the uniqueness of the JOBS Act provides that an emerging growth companyabove technologies

Competition

The eDiscovery and digital forensics solutions and services markets in the United States and Asia are intensely competitive, highly fragmented and characterized by rapidly changing technology, frequent solution introductions, changes in client demands and evolving industry standards. Competitors vary in size, scope and breadth of solutions and services offered. Competitors include Guidance Software Inc., HP Autonomy Corporation plc, IBM Corporation, Symantec Corporation, EMC Corporation, Epiq System Inc., Catalyst, Access Data Group, FTI Consulting, Inc., Xerox Corporation, Navigant Consulting, Inc., Hewlett-Packard Development Company. L. P., Integreon, Inc., Merrill Corporation, Transperfect, KPMG, Kroll, Inc., and Consolio.

Many of our primary competitors have longer operating histories and substantially greater financial, technical, sales, marketing and other resources than we do, as well as greater name recognition and broader solution offerings. These competitors can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are electing to delay such adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for other companies. As a result of such election, our financial statements may not be comparabledevote greater resources to the financial statementsdevelopment, promotion, sale and support of other public companies.

Additionally,their solutions than we are in the process of evaluating the benefits of relying on other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, as an emerging growth company, we intend to rely on certain of these exemptions, including without limitation, providing an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 and complying with any requirement that may be adopted regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis). These exemptions will apply for a period of five years following the completion of our initial public offering although if we complete a fiscal year in which we have more than $1.0 billion in annual revenues, we qualify as a “large accelerated filer,” with at least $700 million of equity securities or we issue more than $1.0 billion in non-convertible debt securities to non-affiliates in any three-year period, we would cease to be an emerging growth company as of the following March 31.

Recent Accounting Pronouncements

See note 1 to our consolidated financial statements included elsewhere in this annual report.

5.B.LIQUIDITY AND CAPITAL RESOURCES

Capital Resources

Our principal sources of liquidity are cash and cash equivalents, cash flows from operating activities, and issuances of short-term and long-term bank borrowings and equity securities. As of March 31, 2016, we had cash and cash equivalents of ¥1,796.0 million.

Short-term and long-term bank borrowing

Short-term and long-term bank borrowings provide us with important sources of funds for an acquisition of EvD, maintaining an adequate level of working capital, acquisition of equipment to provide services and development of software.can.

 

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As

In addition to the competitors mentioned above, certain law firms, accounting firms, management consultant firms, turnaround specialists, and crisis management firms offer solutions and services that compete with our solutions and services.

We believe the principal competitive factors in the eDiscovery and electronic data forensics solutions and services markets include:

·

performance, scalability, functionality, flexibility and reliability of the solution offerings;

·

ease of integration with existing applications and infrastructure;

·

price and the cost efficiency of deployment and ongoing support;

·

quality of professional services, as well as client support and maintenance; and

·

name recognition and reputation.

Although many of March 31, 2016, our short-term bank borrowings stood at ¥52.0 million, whilecompetitors have greater resources and greater name recognition, we believe we compete favorably on the basis of the other competitive factors listed above. We believe our long-term bank borrowings amountedsolutions and services, supported by our artificial intelligence technologies based on tacit knowledge, enable a process that permits the automated identification of relevant text in Asian languages, thus improving accuracy, reducing the number of steps in the review process and generating significant savings in time and cost of document review. Specifically, we believe that our predictive coding solution powered by our AI technology allows us to ¥4,341.0 millionaccurately handle English- and Asian-language characters, encoding schemes and native file systems, and provides us with a weighted average interest ratesignificant competitive advantage over our competition, including those with greater financial resources, a higher level of 1.2%. Their maturities are at various dates through 2020.name recognition and broader solution offerings.

 

Under a ¥700.0 million five-year syndicated loan arrangement entered intoGovernment Regulation

The eDiscovery industry, solutions and services are not directly regulated by any governmental authorities. However, our clients must comply with a consortium of banks on September 27, 2011, we borrowed ¥350,000 thousand when the arrangement was signedcertain governmental and an additional ¥350,000 thousand in May 2012. As of March 31, 2015judicial requirements. Class action and 2016, the balance of such borrowings was ¥262.5 million and ¥87.5 million, respectively. The unused balance under this arrangement was ¥612.5 millionmass tort cases, as of March 31, 2016. There are restrictive covenantswell as eDiscovery requirements related to litigation, are subject to various federal and state laws, as well as rules of evidence and rules of procedure established by the five-year syndicated loan including requirementscourts.

For example, in April 2006, the United States Supreme Court approved certain amendments to maintainthe Federal Rules of Civil Procedure regarding the discovery in litigation of certain electronically stored information. These amendments became effective on December 1, 2006. Among other things, these amendments (i) require early attention by parties in litigation to meet and confer regarding discovery issues and to develop a minimum leveldiscovery plan that identifies and addresses the parties’ electronically stored information, (ii) expand the reach of net assetsfederal court subpoenas to include electronically stored information, (iii) allow for parties to object to production of electronically stored information that is not reasonably accessible due to the undue burden or cost associated with such retrieval, and (iv) provide a “safe harbor” to parties unable to provide electronically stored information lost or destroyed as a result of the routine, good-faith operation of an electronic information system.

While these federal rules do not apply in state court proceedings, the civil procedure rules of many states have been closely modeled on these provisions. We anticipate the federal and state court discovery rules relating to electronic documents and information will continue to evolve and affect the way we develop and implement technology and service solutions to those changing discovery rules.

Legal Proceedings

From time to time, we may become involved in legal proceedings arising in the ordinary income incourse of our stand-alone and consolidated financial statements, measured under accounting principles generally accepted in Japan (“Japanese GAAP”).business. We are requirednot presently a party to maintain net assets atany legal proceedings that, if determined adversely to us, would individually or in the aggregate have a level which is at least 75% of (a) net assets as of March 31, 2011; ¥1,168.0 millionmaterial adverse effect on stand-alone basis and ¥1,173.1 million on consolidated basis under Japanese GAAPour business, operating results, financial condition or (b) net assets at the end of previous year, whichever is higher. The ordinary income covenant also requires that we shall not record ordinary losses in any two consecutive fiscal years. We are in compliance with these restrictive covenants at March 31, 2016.cash flows.

 

On December 28, 2012, we entered into a short-term revolving credit facility agreement with a consortium of Japanese banks in an aggregate principal amount of ¥1,000 million that originally matured on December 27, 2013. During the fiscal year ended March, 31, 2016, we renewed the agreement to extend the maturity to December 26, 2016. Any further extension of the maturity date of the credit facility is subject to the consortium’s approval. There were no borrowings under this credit facility as of March 31, 2015 and 2016. The unused balance under this agreement was ¥1,000 million as of March 31, 2016. There are restrictive covenants related to the revolving credit facility of ¥1,000 million as of March 31, 2015, including requirements to maintain a minimum level of net assets and ordinary income in our stand-alone and consolidated financial statements, measured under Japanese GAAP. We are required to maintain net assets at a level which is at least 75% of (a) net assets as of March 31, 2012; ¥2,607.3 million on stand-alone basis and ¥2,655.3 million on consolidated basis under Japanese GAAP or (b) net assets at the end of previous year, whichever is higher. The ordinary income covenant states that we shall not record ordinary losses in fiscal years ending on or after March 31, 2016. We are in compliance with these restrictive covenants at March 31, 2016.

Bank of Tokyo Mitsubishi UFJ has been our main financing bank since our founding. Bank of Tokyo Mitsubishi UFJ arranged our syndicated loan and short-term revolving credit facility.

On July 28, 2015, we entered into a short-term loan agreements with the Bank of Tokyo-Mitsubishi UFJ, Ltd. (“MUFJ”) and Sumitomo Mitsui Banking Corporation (“SMBC”) of a principal of ¥1,800 million for a each institution, to meet the financial requirements arising from the acquisition of EvD. The maturity date was January 29, 2016 for MUFJ and October 28, 2015 for SMBC. We refinanced twice for the borrowing from SMBC in the same institute which had the maturity dates of November 27, 2015 and 24 December 24, 2015 respectively. The borrowing rates for MUFJ and SMBC were TIBOR plus 0.2% per annum and the institution’s procurement interest rate in short-run market plus 0.3% per annum, respectively. After the acquisition of EvD, our management decided to implement a refinancing with long-term loans as part of a loan program through the Japan Bank for International Cooperation (“JBIC”) that supports the investments of Japanese companies in foreign countries. On November 30, 2015, we entered into a long-term loan agreements (the “JBIC-loan”) with MUFJ and SMBC in an aggregated principal of $20,440 thousand and ¥1,706 million from each institution utilizing the program of JBIC, and one of two tranches was executed on December 24, 2015. The borrowing is provided in twice, and the borrowing rates vary by currency and tranche. For MUFJ the borrowing rates are LIBOR plus 0.5% per annum for U.S.dollar-dominated borrowings and TIBOR plus 0.2% per annum for Japanese yen-dominated borrowings. For SMBC, LIBOR plus 0.3% per annum for US dollar-dominated borrowings and 0.5% or TIBOR plus 0.3% per annum for Japanese yen-dominated borrowings. The maturity date for both loans is December 24, 2020. As of March 31, 2016, the balance of such borrowings was ¥3,565.3 million. There are restrictive covenants related to the JBIC-loan including requirements to maintain a minimum level of net assets and ordinary income in our stand-alone and consolidated financial statements, measured under Japanese GAAP. We are required to maintain net assets at a level which is at least 75% of (a) net assets as of March 31, 2015; ¥5,032,824 thousand on a stand-alone basis and ¥5,220,772 thousand on a consolidated basis under Japanese GAAP or (b) net assets at the end of the previous year, whichever is higher. The ordinary income covenant states that FRONTEO and the Company shall not record ordinary losses in any two consecutive fiscal years. We are in compliance with these restrictive covenants at March 31, 2016.

On May 16, 2013, we listed on the Nasdaq Global Market in the U.S. (NASDAQ).  On May 21, 2013, we made a U.S. initial public offering of 11,000,000 ADSs, representing 2,200,000 shares of common stock at an initial

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offering price of $0.838 per ADS. On June 7, 2013, we sold an additional 1,400,000 ADSs representing 280,000 shares of common stock, pursuant to the partial exercise of the over-allotment option granted to the underwriters in connection with the U.S. initial public offering. The remaining over-allotment option expired on July 9, 2013. Total gross proceeds and proceeds net of costs from the initial public offering and the exercise of the over-allotment option amounted to ¥984.7 million and ¥614.5 million, respectively, which net amount was credited to equity. Tax effects associated with costs from the initial public offering of ¥149.7 million was credited to equity. In addition, we entered into a six-year syndicated loan arrangement with a consortium of Japanese banks in an aggregate principal amount of ¥1,000 million on July 26, 2016.

4.C.      ORGANIZATIONAL STRUCTURE

 

Cash flows from operating activities

We generated (used) ¥(2.4) million, ¥1,014.0 millionAs of July 1, 2017, FRONTEO has three Japanese subsidiaries and ¥616.2 million from operating activities for the years ended March 31, 2014, 2015 and 2016, respectively.four overseas subsidiaries. The following table sets out informationforth for each of our consolidated subsidiaries, the proportion of ownership and voting interest, the country of incorporation and the principal activities of the subsidiary.

Proportion of

Name of Consolidated

Jurisdiction of

ownership and

Subsidiary

Incorporation

voting interest

Principal Activities

Payment Card Forensics, Inc. (1)

Japan

60.0%

Credit card forensic investigation business

FRONTEO Healthcare, Inc. (2)

Japan

99.3%

Analysis of large volume medical data

FRONTEO Communications, Inc. (3)

Japan

100.0%

Digital product marketing and sales

FRONTEO Government Service, Inc. (4)

U.S.

100.0%

eDiscovery product marketing and sales

FRONTEO USA, Inc. (5)

U.S.

100.0%

eDiscovery product marketing and sales

FRONTEO Korea, Inc.(6)

South Korea

100.0%

eDiscovery product marketing and sales

FRONTEO Taiwan, Inc.(7)

Taiwan

100.0%

eDiscovery product marketing and sales

The FRONTEO group consists of FRONTEO, Inc. and seven consolidated subsidiaries. The group companies are engaged in large volume data analysis business activities as represented by eDiscovery services.


(1)

Payment Card Forensics, Inc. was established in 2010 as a subsidiary of FRONTEO, Inc. and International Certificate Authority of Management System Co., Ltd. which owns 40%.

(2)

FRONTEO Healthcare, Inc. was established in April, 2015 as a wholly-owned subsidiary of FRONTEO, Inc.

(3)

FRONTEO Communications, Inc. was established in September 2015 as a wholly-owned subsidiary of FRONTEO, Inc.

(4)

FRONTEO Government Services, Inc. was acquired by FRONTEO, Inc. in 2014, and is currently a wholly-owned subsidiary of FRONTEO USA, Inc.

(5)

FRONTEO USA, Inc. (formerly EvD, Inc.) was acquired by FRONTEO, Inc. in July, 2015, and absorbed UBIC North America, Inc. in 2016, which was established in 2007 as a wholly-owned subsidiary of FRONTEO, Inc.

(6)

FRONTEO Korea, Inc. was established in 2011 as a wholly-owned subsidiary of FRONTEO, Inc.

(7)

FRONTEO Taiwan, Inc. was established in 2011 as a wholly-owned subsidiary of FRONTEO, Inc.

(8)

FRONTEO, Inc.acquired the outstanding capital stock of UBIC Risk Consulting, Inc. which were not owned by us and 20% of all to make it our wholly-owned subsidiaryin February 2015, and subsequently absorbed it through an absorption-type merger in March 2015.

(9)

UBIC Patent Partners, Inc. was our wholly-owned subsidiary and was merged with and into FRONTEO, Inc. in October 2015.

4.D.      PROPERTY, PLANT AND EQUIPMENT

Property and equipment and capitalized computer software costs recorded on our cash flows for the years indicated:

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended March 31,

 

 

    

2014

    

2015

    

2016

 

 

 

(thousands of yen)

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

¥

(2,400)

 

¥

1,013,980

 

¥

616,240

 

Net cash used in investing activities

 

 

(630,180)

 

 

(1,413,188)

 

 

(4,710,421)

 

Net cash provided by (used in) financing activities

 

 

762,915

 

 

1,684,300

 

 

3,212,916

 

Effect of foreign currency exchange rate changes on cash and cash equivalents

 

 

52,967

 

 

54,725

 

 

(41,036)

 

Net increase (decrease) in cash and cash equivalents

 

 

183,302

 

 

1,339,817

 

 

(922,301)

 

Cash and cash equivalents, beginning of year

 

 

1,195,142

 

 

1,378,444

 

 

2,718,261

 

Cash and cash equivalents, end of year

 

¥

1,378,444

 

¥

2,718,261

 

¥

1,795,960

 

Year ended March 31, 2016consolidated balance sheet as compared to the year ended March 31, 2015

Net cash used in operating activities was ¥616.2 million in the year ended March 31, 2016, a decrease of ¥397.7 million compared to net cash used in operating activities of ¥1,014.0 million in the year ended March 31, 2015. This was primarily due to a decrease in net income. Net income in the year ended March 31, 2016 decreased by ¥632.1 million due to our acquisition of EVD, and the inclusion of its sales and marketing resources, and the acquisition-related expenses and earn-out liability-related expenses of ¥438 million that was expensed during the year ended March 31, 2016. We paid ¥515.6 million of income taxes during the year ended March 31, 2016 and ¥36.7 million during the year ended March 31, 2015. Our days of sales outstanding in trade accounts receivable as of March 31, 2015 and 2016 were approximately 81 days and 82 days, respectively.

Net cash used in investing activities increased to ¥4,710.4 million in the year ended March 31, 2016 from ¥1,413.2 million in the year ended March 31, 2015, an increase of ¥3,927.2 million. This increase was primarily attributable to our acquisition of EvD, the cost of which was amounted to ¥3,433.1 million. Our investment in the acquisition of property and equipment, mainly leasehold improvements of our new review center in New York, additional data storage servers to support the expansion of our business amounted to ¥673.7 million for the year ended March 31, 2016, an increase of ¥471.2 million from the year ended March 31, 2015 of ¥202.5 million. Further, our investments in development and upgrade of internal-use software to improve increased by ¥19.5 million during the year ended March 31, 2016 to ¥382.0 million, compared to ¥362.5 million in the year ended March 31, 2015.

Net cash provided by financing activities in the year ended March 31, 2016 was ¥3,212.9 million, an increase of ¥1,528.6 million from ¥1,684.3 million in the year ended March 31, 2015. Net cash provided by financing activities in the year ended March 31, 2016 primarily2017 consisted of the proceeds from the ¥3,800.0 million of short-term borrowing and the proceeds from ¥3,761.5 million of long-term bank borrowing, while net cash provided by financing activities in the year ended March 31, 2015 primarily consisted of the proceeds from the ¥1,157.1 million issuance of our common stock. On the other hand, net cash used by financing activities in the year ended March 31, 2016 primarily consisted of the ¥3,784.0 million of repayment of short-term debt.following:

 

 

 

 

 

 

 

 

 

 

As of March 31,

 

 

    

2016

    

2017

    

 

 

(thousands of yen)

 

 

 

 

 

 

 

 

 

Leasehold improvement

 

¥

604,647

 

¥

710,576

 

Furniture and fixtures

 

 

133,207

 

 

140,952

 

Computers

 

 

1,352,862

 

 

1,257,079

 

Assets under capital lease, principally office equipment

 

 

17,471

 

 

131,318

 

Motor vehicles and transport equipment

 

 

3,969

 

 

11,223

 

Capitalized computer software costs

 

 

2,257,898

 

 

2,328,190

 

Other

 

 

 —

 

 

4,029

 

Total

 

 

4,370,054

 

 

4,583,367

 

Accumulated depreciation and amortization

 

 

(2,329,870)

 

 

(2,442,871)

 

Property and equipment and capitalized computer software, net

 

¥

2,040,184

 

¥

2,140,496

 

 

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Year ended March 31, 2015 as compared

Our fixed assets consist mainly of (i) internally developed software used to the year ended March 31, 2014

Net cash provided by operating activities was ¥1,014.0 millionoffer services in the year ended March 31, 2015, an increase of ¥1,016.4 million compared to net cash used in operating activities of ¥2.4 million in the year ended March 31, 2014. This was primarily due to an increase in net income. Net income in the year ended March 31, 2015 increased by ¥663.8 million compared to the previous year, primarily due to an increase in revenue growth in the U. S. segment and acquisition of large scale caseslegal technology market, (ii) leasehold improvements at leased facilities in Japan and other countries and (iii) computer equipment, such as servers, routers and other network equipment. Other than the United States. We paid ¥36.7 millionabove assets recorded on our consolidated balance sheet, we use operating lease assets such as office premises and data centers. There are no known environmental issues that may affect our utilization of income taxes during the year ended March 31, 2015 and ¥171 million during the year ended March 31, 2014. Our days of sales outstanding in trade accounts receivable as of March 31, 2014 and 2015 were approximately 85 days and 81 days, respectively.

Net cash used in investing activities increased to ¥1,413.2 million in the year ended March 31, 2015 from ¥630.2 million in the year ended March 31, 2014, an increase of ¥783.0 million. This increase was primarily attributable to our acquisition of T, the cost of which was amounted to ¥891.6 million. Our investment in the acquisition of property and equipment, mainly additional data storage servers to support the expansion of our business amounted to ¥202.5 million for the year ended March 31, 2015, an increase of ¥27.4 million from the year ended March 31, 2014 of ¥175.2 million. Further, our investments in development and upgrade of internal-use software to improve increased by ¥30.0 million during the year ended March 31, 2015 to ¥362.5 million, compared to ¥332.6 million in the year ended March 31, 2014.

Net cash provided by financing activities in the year ended March 31, 2015 was ¥1,684.3 million, an increase of ¥921.4 million from ¥762.9 million in the year ended March 31, 2014. Net cash provided by financing activities in the year ended March 31, 2015 primarily consisted of the proceeds from the ¥1,157.1 million issuance of our common stock pursuant to a one-time share issuance program that was terminated in December 2015, and also including stock option exercises and the proceeds from ¥800.0 million of long-term bank borrowing, while net cash provided by financing activities in the year ended March 31, 2014 primarily consisted of the proceeds from the ¥984.7 million issuance of our common stock.

Material capital requirementsequipment.

 

Our corporate headquarters are located in Tokyo, Japan, where we lease approximately 35,580 square feet of commercial space under a lease that expires in September 2019. We use this space for our principal capitalsales, research and liquiditydevelopment, client service and administrative purposes.

In connection with our global sales and marketing efforts, we lease office space typically on a short-term renewable basis in the United States in New York, New York; Redwood City, Los Angeles, San Francisco, California; Washington D.C.; Chantilly, Virginia; Golden, Colorado; Phoenix, Arizona; and internationally in London, United Kingdom; Seoul, South Korea; Taipei, Taiwan; Manila, Philippines; and Hong Kong, China.

We believe that our facilities are generally suitable to meet our needs in recent yearsfor the foreseeable future and could be replaced with no difficulty at similar cost; however, we will continue to seek additional space as needed to satisfy our growth.

ITEM 4A.    UNRESOLVED STAFF COMMENTS

None.

ITEM 5.      OPERATING AND FINANCIAL REVIEW AND PROSPECTS

5.A.      OPERATING RESULTS

You should read the following discussion of our financial condition and results of operations together with Item 3.A., Selected Financial Data of the annual report on Form 20-F and our consolidated financial statements and the notes to those financial statements beginning on page F-1 of this annual report. These consolidated financial statements have been for capital expenditures for the developmentprepared in accordance with U.S. GAAP. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of internal-use software and acquisition of property and equipment, mainly computers, lease payments, payments of principal and interest on outstanding borrowings and other working capital requirements.

Our capital expenditures relate primarily to the facility improvementfactors including but not limited to those in Item 3.D., Risk Factors of this annual report on Form 20-F.

Overview

We generate the great majority of our offices and review centers,revenue from the amounts paid for developmentsale of internal-use software for providing eDiscovery support services and purchasesa small minority of propertyour revenue from computer forensic investigation services, the sale of forensic tools and equipment fortraining, a variety of other legal support services such as compliance support, or “Legal and Compliance Services (LCPS)”, and software products driven by our AI technology. While we derive a significant portion of our revenue from a small number of substantial clients, the developmentspecific clients change from year to year, and expansionwe expect this trend to continue. The vast majority of data server storage. For the years ended March 31, 2014, 2015 and 2016, our capital expenditures were as follows:revenue is derived from limited scope engagements that do not include long-term commitments.

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended March 31,

 

 

    

2014

    

2015

    

2016

 

 

 

(thousands of yen)

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

¥

521,024

 

¥

689,287

 

¥

1,125,853

 

 

Our capital expendituresclients use eDiscovery and forensic services, for the most part, on an “as needed basis”, when a specific legal or administrative proceeding, investigation or other legal challenge requires them to rapidly analyze and produce large amounts of digitally-formatted information. In the absence of such a demand, a client’s demand for our services and solutions tends to be much less extensive. This means that contracts for our services tend to be time and subject specific. The fact that we have sold our solutions to a client in one fiscal year ended March 31, 2014 relateor quarter does not ensure on-going use by that client in any subsequent period, unless a new need for our services arises.

In light of this situation, in order to expand our business, it is imperative for us to continuously market our services and solutions to existing and potential clients and to build market recognition of our capabilities and our brand so that, when companies have a need for eDiscovery and forensic services, we and our solutions are perceived as an attractive alternative. In addition, to the acquisition of data storage servers, the development of the upgraded Lit i View software and the acquisition of third party software for internal use whichextent that we are lower than the amounts for the year ended March 31, 2013. Our capital expenditures for the year ended March 31, 2015 relateable to the acquisition of data storage servers, the development of the upgraded Lit i View software and the acquisition of third-party software for internal use which were higher than the amounts for the year ended March 31, 2013. Our capital expenditures for the year ended March 31, 2016 relate to the leasehold improvement in a new review center in New York, the acquisition of data storage servers, the development and upgrade of our Lit i View software and the acquisition of third-party software for internal use, which were higher than the amounts for the year ended March 31, 2015. Higher capital expenditure is expected in future years as we grow our business and expand our networkclient base among non-Asian law firms, we believe that they will need our services to review the Asian language materials we have collected and processed. This will, in our view, expand our revenue base.

The overall market for eDiscovery and forensic services has benefited from the growing volume of officesESI and a continuing increase in the number of lawsuits filed and investigations commenced in the United States South Koreawhich involve patents, intellectual property, product safety, price cartels, the U.S. Foreign Corrupt Practices Act and Taiwan.

other issues our financial performance has also benefited from these trends, but primarily from lawsuits filed and

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Short-term and long-term bank borrowing

As of March 31, 2016, our short-term bank borrowings stood at ¥52.0 million with a weighted average interest rate of 0.5%. As of March 31, 2016, our long-term bank borrowings amounted to ¥4,335.4 million with a weighted average interest rate of 1.2%. Their maturities are at various dates through 2020.

As is customary in Japan, both short-term and long-term bank loans are made under general agreements that provide that securities and guarantees for present and future indebtedness will be given upon request of the bank, and that the bank shall have the right, as the obligations become due, or in the event of their default, to offset cash deposits against such obligations.

Working capital needs

Our principal working capital requirements are for payments for outsourced activities, rent of data center facilities and office premises, and personnel expenses. We lease data center facilities and office premises under cancellable operating lease arrangements with mainly two-year lease periods. FRONTEO USA leases office premises under non-cancellable operating lease arrangements. Lease expenses related to operating leases for the years ended March 31, 2014, 2015 and 2016, were approximately ¥357.9 million, ¥380.0 million and ¥823.8 million, respectively. Higher levels of working capital needs are expected in future years as we grow our business and expand our network of officesinvestigations commenced in the United States South Koreaagainst Japanese and Taiwan.other Asian multinational corporations. We have also benefited more recently from engagements for large and midsize international government investigations.

 

As noted in multiple partsWe believe the highest growth and most important segments of this annual report, weour eDiscovery services are committed to growingthose that rely on our sales and marketing force, expanding our internal administrative and finance capabilities and making strategic acquisitions of businessesproprietary eDiscovery software and technologies all(collection and processing, production, hosting and technology assisted review (TAR)). In the future, it is our intent to focus on our TAR solutions where we provide a more direct and differentiated value proposition to our customers. Our TAR solutions are powered by KIBIT, our AI technology, and designed to perform reviews of large volumes of data and are intended to identify relevant documents with 90% accuracy, providing meaningful time and cost savings by significantly reducing the intention of continuing the rapid growth of our operations, total revenue, operating revenue and net income. In order to do so, we intend to use our cash on hand, short term credit facility and the net proceeds from the initial public offering and the exercise of the over-allotment option.need for manual review. We believe that, these resources are sufficient to permit us to implementas our strategic planTAR based solutions demonstrate their value in the marketplace, they will provide a basis for our expanded and achieve these objectives.durable growth of total revenues and improved operating income and net income in the future.

 

Indebtedness

The following table showsCurrently, our indebtedness asadvantages in the eDiscovery market reside in our technical competencies for dealing with Asian languages and the strong local support capabilities within Asia. As such, many customers are Asian enterprises, including Japanese, South Korean and Taiwanese companies. In the past, we were disadvantaged in the vendor selection process because the discovery vendor selection by Asian enterprises is under significant influence of March 31, 2015U.S. law firms, despite our distinct competitive advantages based on quality, cost and 2016:

 

 

 

 

 

 

 

 

 

 

As of March 31,

 

 

    

2015

    

2016

 

 

 

(thousands of yen)

 

 

 

 

 

 

 

 

 

Long-term debt:

 

 

 

 

 

 

 

Secured bank loans

 

¥

 —

 

¥

1,782,642

 

Unsecured bank loans

 

 

1,224,669

 

 

2,552,718

 

Capital lease obligations

 

 

8,914

 

 

5,613

 

Less: current portion of long-term debt

 

 

(458,243)

 

 

(703,986)

 

Long-term debt, net

 

 

775,340

 

 

3,636,987

 

Short-term debt:

 

 

36,000

 

 

52,000

 

Current portion of long-term debt

 

 

458,243

 

 

703,986

 

Total short-term debt

 

 

494,243

 

 

755,986

 

Total debt

 

¥

1,269,583

 

¥

4,392,973

 

5.C.RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES

Research and Development and Product Enhancement

Research and Developmentdata security.

 

Our ability to competecountermeasures against this situation include the enhancement of sales and marketing personnel in the U.S., joint marketing with U.S. law firms, and increasing our brand awareness in the U.S. market through public relations activities. Our acquisitions of TLS, EvD and EDI resulted in a significant, positive impact in the growth and development of our business and revenue. Since TLS joined us in the latter half of 2014, a number of orders from non-Asian clients or their U.S. law firms have been received, and sales in the U.S. have been increasingly a major part of our revenue after the acquisition of EvD in July 2015 and EDI in November 2016.

Of the various components of eDiscovery including evidence identification and digital forensics solutionsretention, data collection and processing, analysis and hosting, hosting has shown steady growth. While historically the review of gathered documents and data was performed manually, significant increases in the volume of information maintained by enterprises have made the manual review procedures difficult, inefficient and costly. Recent technology called predictive coding has been developed, and as the overall industry transforms from manual review processes to technology-assisted review through the use of predictive coding and other technology, many eDiscovery vendors have been downsizing or eliminating their manual review services. We have successfully developed advanced predictive coding technology, powered by our AI technology and tacit knowledge derived from human experiences and reasoning. We believe that our predictive coding technology will enable us to manage the transition away from manual review services better than our competitors.

Currency Fluctuations

We are affected to some extent by fluctuations in foreign currency exchange rates, particularly in the value of the Japanese yen against the U.S. dollar. Our consolidated financial statements, which are presented in Japanese yen, are affected by foreign currency exchange fluctuations through both translation risk and transaction risk.

Translation risk is the risk that our consolidated financial statements for a particular period or for a particular date will be affected by changes in the prevailing exchange rates of the currencies in which our subsidiaries prepare their financial statements against the Japanese yen. Even though the fluctuations of currencies against the Japanese yen can be substantial and, therefore, significantly impact comparisons with prior accounting periods and among the geographic markets depends in partthe U.S, South Korea and Taiwan, the translation effect is a reporting consideration and does not affect our underlying results of operations.

Transaction risk is the risk that the currency structure of our costs and liabilities will deviate from the currency structure of sales proceeds and assets.  A portion of our receivables is denominated in the U.S. dollar, as such, the effects of foreign currency exchange rate fluctuations against the Japanese yen can be significant.

Generally, the weakening of the Japanese yen against other foreign currencies, particularly the U.S. dollar, has a positive effect on our continuous commitmentrevenue, operating income and net income. Likewise the strengthening of the Japanese yen against the U.S. dollar has the opposite effect.

For the year ended March 31, 2015, the Japanese yen gradually increased against the U.S. dollar to researchapproximately ¥101 by July, but then generally weakened and, development and our abilityafter recording an annual high of ¥122 to timely introduce new solutions, technologies, features and functionality. Our research and development personnel are responsiblethe U.S. dollar for the design, development, testing and certification of our software solutions.fiscal year, ended at approximately ¥120 to the U.S. dollar on March 31, 2015.

 

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For the year ended March 31, 2016, the Japanese yen gradually depreciated against the U.S. dollar to approximately ¥126 by June, but then generally strengthened and, after recording an annual low of ¥111 to the U.S. dollar for the fiscal year, ended at approximately ¥113 to the U.S. dollar on March 31, 2016.

For the year ended March 31, 2017, the Japanese yen gradually increased against the U.S. dollar to approximately ¥100 by August, but then generally weakened and, after recording an annual high of ¥114 to the U.S. dollar for the fiscal year, ended at approximately ¥111 to the U.S. dollar on March 31, 2017.

Results of Operations

The following table summarizes our consolidated statements of operations for the periods indicated in thousands of yen and as a percentage of total revenues, which represented ¥6,304.9 million, ¥10,556.2 million and ¥11,220.8 million in the fiscal years ended March 31, 2015, 2016 and 2017, respectively.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended March 31,

 

 

 

2015

 

2016

 

2017

 

 

 

(thousands of yen, except per share data)

 

Revenue

 

¥

6,279,615

 

99.6%

 

¥

10,529,287

 

99.7%

 

¥

11,208,041

 

99.9%

 

Operating revenue from reimbursed direct costs

 

 

25,311

 

0.4

 

 

26,949

 

0.3

 

 

12,734

 

0.1

 

Total revenue

 

 

6,304,926

 

100.0

 

 

10,556,236

 

100.0

 

 

11,220,775

 

100.0

 

Cost of revenue

 

 

3,140,080

 

49.8

 

 

5,746,069

 

54.4

 

 

6,904,980

 

61.5

 

Reimbursed direct costs

 

 

25,311

 

0.4

 

 

26,949

 

0.3

 

 

12,734

 

0.1

 

Selling, general and administrative expenses

 

 

2,864,113

 

45.4

 

 

4,853,497

 

46.0

 

 

5,481,912

 

48.9

 

Total operating expense

 

 

6,029,504

 

95.6

 

 

10,626,515

 

100.7

 

 

12,399,626

 

110.5

 

Operating income (loss)

 

 

275,422

 

4.4

 

 

(70,279)

 

(0.7)

 

 

(1,178,851)

 

(10.5)

 

Interest income

 

 

1,699

 

*

 

 

1,672

 

*

 

 

3,634

 

*

 

Interest expense

 

 

(28,177)

 

(0.4)

 

 

(54,793)

 

(0.5)

 

 

(125,743)

 

(1.1)

 

Gain (loss) on derivatives

 

 

 

 

 

(258,205)

 

(2.4)

 

 

43,594

 

0.4

 

Foreign currency exchange gains (losses)

 

 

200,438

 

3.2

 

 

161,680

 

1.5

 

 

(13,751)

 

(0.1)

 

Dividend income

 

 

9,000

 

0.1

 

 

11,250

 

0.1

 

 

14,400

 

0.1

 

Other—net

 

 

(85)

 

*

 

 

(20,075)

 

(0.2)

 

 

(60,255)

 

(0.5)

 

Income (loss) before income taxes

 

 

458,297

 

7.3

 

 

(228,750)

 

(2.2)

 

 

(1,316,972)

 

(11.7)

 

Income taxes (benefit)

 

 

238,094

 

3.7

 

 

183,125

 

1.7

 

 

(458,109)

 

(4.1)

 

Net income (loss)

 

 

220,203

 

3.6

 

 

(411,875)

 

(3.9)

 

 

(858,863)

 

(7.7)

 

Less: Net income attributable to noncontrolling interests

 

 

1,750

 

*

 

 

5,757

 

*

 

 

6,224

 

*

 

Net income (loss) attributable to FRONTEO, Inc. shareholders

 

¥

218,453

 

3.4%

 

¥

(417,632)

 

(4.0)%

 

¥

(865,087)

 

(7.7)%

 


* Less than 0.1%

Fiscal Year Ended March 31, 2017 Compared to Fiscal Year Ended March 31, 2016

Total revenue

Total revenue for the year ended March 31, 2017, increased by ¥664.5 million, or 6.3%, to ¥11,220.8 million compared with the year ended March 31, 2016 of ¥10,556.2 million. The increase in total revenue came primarily from FRONTEO USA and the emerging Artificial Intelligence business (“AI”) in Japan. Revenue from the U.S. segment for outside customers for the year ended March 31, 2017 increased by ¥577.3 million, or by 9.3% to ¥6,801.0 million representing 60.6% of consolidated revenue.

Revenue from our eDiscovery services increased by ¥415.2 million, or 4.1%, to ¥10,461.4 million in the year ended March 31, 2017 from ¥10,046.1 million in the comparable period in the previous year. The increase in revenue from our eDiscovery business was due to the acquisition of EvD and EDI, as described above.

Revenue from legal and compliance professional services (LCPS) and other services were ¥759.4 million, which increased 48.9% from the previous fiscal year. The increase was attributable primarily to “Lit i View XAMINER”, “Lit i View EMAIL AUDITOR” and other software driven by KIBIT, our AI technology.

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Cost of revenue

Cost of revenue for the year ended March 31, 2017 increased by ¥1,158.9 million, or 20%, to ¥6,905.0 million from ¥5,746.1 million for the year ended March 31, 2016. The majority of this increase was primarily due to labor and facility costs in the U.S. which increased by ¥1,600.9 million to ¥3,427.6 million. The increase was partially offset by decreases in the cost of outside labor and Software License fees to run or review business which decreased by ¥104.6 million to ¥567.5 million.

Selling, general and administrative expenses

Selling, general and administrative expenses increased for the year ended March 31, 2017 by ¥628.4 million, or 12.9%, to ¥5,481.9 million from ¥4,853.5 million for the year ended March 31, 2016. This was due primarily to labor and facility costs in the U.S., sales and marketing spending to launch rebranding write off of fixed assets and increased audit fees owing to our material weaknesses in internal control over financial reporting in the U.S.

Operating income (loss)

We incurred an operating loss of ¥1,134.7 million for the year ended March 31, 2017, which was ¥1,064.4 million higher than our operating loss of ¥70.3 million for the year ended March 31, 2016. This increase was primarily due to the increases in labor and facility spending in the U.S., combined with increases in sales and marketing expenses.

Other

·

Interest income for the year ended March 31, 2017 increased to ¥3.6 million or by ¥2.0 million from ¥1.7 million for the year ended March 31, 2016, due primarily to increase in cash and cash equivalent balances during the year.

·

Interest expense for the year ended March 31, 2017 increased to ¥125.7 million or by ¥71.0 million from ¥54.8 million for the year ended March 31, 2016, due primarily to an increase in debt balances for the during the year.

·

We recorded gain on derivatives for the year ended March 31, 2017 of ¥43.3 million compared to loss on derivatives of ¥258.2 million in the prior year which was resulted primarily from the cross currency interest rate swaps.

·

We incurred foreign exchange loss of ¥13.8 million for the year ended March 31, 2017, compared to gain of ¥161.7 million for the year ended March 31, 2016. The negative impact was due to an increase in U.S dollar denominated receivables from foreign subsidiaries and the continuing strong Japanese yen.

·

Dividend income for the year ended March 31, 2017 was ¥14.4 million, compared to ¥11.3 million for the year ended March 31, 2016.

·

Other loss for the year ended March 31, 2017 was ¥60.3 million, or increased by ¥40.2 million, compared to ¥20.1 million for the year ended March 31, 2016, primarily related to increase in miscellaneous income deductions.

Income taxes (benefit)

Income tax (benefit) for the year ended March 31, 2017 was ¥ (458.1) million, compared with an income tax of ¥183.1 million for the year ended March 31, 2016. Our effective tax rates for the years ended March 31, 2016 and 2017 were negative 80.1% and positive 34.7%, respectively. The negative effective tax rate in the prior year was primarily due to an increase in acquisition-related costs and earn-out expenses which are not deductible for tax purpose and an increase in valuation allowance against deferred tax assets related to net operating loss carryforwards of certain subsidiaries. The positive effective tax rate of 34.7% for the year ended March 31, 2017 was primarily due to a decrease in valuation allowance of deferred tax assets as we expect to utilize net operating losses of foreign subsidiaries.

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Net income (loss) attributable to FRONTEO, Inc. shareholders

Net loss attributable to FRONTEO, Inc. shareholders for the year ended March 31, 2017 was ¥865.1 million compared with net loss attributable to FRONTEO, Inc. shareholders of ¥417.6 million in the prior year, due to an increases in the cost of revenue and selling, general and administrative expenses as described above, partially offset by income tax benefit attributable to operating loss for the year.

Fiscal Year Ended March 31, 2016 Compared to Fiscal Year Ended March 31, 2015

Total revenue

Total revenue for the year ended March 31, 2016, increased by ¥4,251.3 million, or 67.4%, to ¥10,556.2 million compared with the year ended March 31, 2015 of ¥6,304.9 million. The increase in total revenue was due primarily to the acquisition of EvD, the successful acquisition of new large accounts in the United States, and the strengthened pipeline contributed by the acquisitions of TLS and EvD. Revenue from the U.S. segment for outside customers for the year ended March 31, 2016 increased by ¥3,439.2 million, or by 123.5% to ¥6,223.7 million representing 59.0% of consolidated revenue.

Revenue from our eDiscovery services increased by ¥4,186.5 million, or 71.4%, to ¥10,046.1 million in the year ended March 31, 2016 from ¥5,859.6 million in the comparable period in the previous year. The increase in revenue from our eDiscovery business was due to the acquisition of EvD, as described above.

Revenue from legal and compliance professional services (LCPS) and other services were ¥510.1 million, which increased 14.5% from the previous fiscal year. The increase was due primarily to increase in revenue from forensic tool and software. The increase was attributable to “Lit i View XAMINER”, “Lit i View EMAIL AUDITOR” and other software driven by KIBIT, our AI technology.

Cost of revenue

Cost of revenue for the year ended March 31, 2016 increased by ¥2,606.0 million, or 83.0%, to ¥5,746.1 million from ¥3,140.1 million for the year ended March 31, 2015. The majority of this increase was primarily due to labor and facility cost caused by our acquisition of TLS and EvD, and related facility consolidation in the U.S. Total of those cost for the year ended March 31, 2016 increased by ¥1,474.6 million to ¥1,826.6 million. The increase was also attributable to outside labor cost and software license fees to run our review business which increased by ¥438.1 million to ¥672.1 million.

Selling, general and administrative expenses

Selling, general and administrative expenses increased for the year ended March 31, 2016 by ¥1,989.4 million, or 69.5%, to ¥4,853.5 million from ¥2,864.1 million for the year ended March 31, 2015. This was due primarily to labor and facility costs for TLS and EvD of ¥1,145.7 million, increased sales and marketing spending to launch new business in healthcare and digital marketing area, EvD acquisition-related costs of ¥254.9 million, earn-out expenses of ¥198.7 million, and the amortization cost of intangible assets of ¥151.8 million that was expensed during the year ended March 31, 2016.

Operating income (loss)

We incurred an operating loss of ¥70.3 million for the year ended March 31, 2016, which is ¥345.7 million lower than our operating income of ¥275.4 million for the year ended March 31, 2015. This decrease was primarily due to the increase of sales and marketing spending for new business in healthcare and digital marketing area, and EvD acquisition-related expenses and earn-out expenses.

Other

·

Interest income for the year ended March 31, 2016 decreased by 1.6% to ¥1.7 million, from ¥1.7 million for the year ended March 31, 2015, due primarily to decrease in cash and cash equivalent balances during the year.

·

Interest expense for the year ended March 31, 2016 increased by 94.5% to ¥54.8 million, from ¥28.2 million for the year ended March 31, 2015, due primarily to an increase in debt balances for the acquisition of EvD during the year.

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Table of Contents

·

We recorded loss on derivatives for the year ended March 31, 2016 of ¥258.2 million which was resulted primarily from the cross currency interest rate swaps.

·

Foreign currency exchange gain for the year ended March 31, 2016 was ¥161.7 million, compared to ¥200.4 million for the year ended March 31, 2015. The negative impact was due to an increase in U.S dollar denominated long term bank borrowings and the continuing strong Japanese yen.

·

Dividend income for the year ended March 31, 2016 increased by 25.0% to ¥11.3 million, compared to ¥9.0 million for the year ended March 31, 2015.

·

Other loss for the year ended March 31, 2016 increased by ¥20.1 million, compared to ¥0.1 million for the year ended March 31, 2015, due primarily to an increase in loss on disposal of fixed assets related to the facility consolidation in the U.S.

Income taxes (benefit)

Income tax for the year ended March 31, 2016 was ¥183.1 million, compared with an income tax of ¥238.1 million for the year ended March 31, 2015. Our effective tax rates for the years ended March 31, 2015 and 2016 were 52.0% and negative 80.1%, respectively. The increase in our effective tax rate was primarily due to an increase in acquisition-related costs and earn-out expenses which were not deductible for tax purpose and an increase in valuation allowance against deferred tax assets related to net operating loss carryforwards of certain subsidiaries.

Net income (loss) attributable to FRONTEO, Inc. shareholders

Net loss attributable to FRONTEO, Inc. shareholders for the year ended March 31, 2016 was ¥417.6 million compared with net income in the prior year of ¥218.5 million, due to an increases in the selling, general and administrative expenses to launch healthcare and digital marketing business, costs and earn-out expenses related to acquisition of EvD and loss on derivatives.

Operating Segments

Operating segments are defined as components of the Company that engage in business activities from which the Company earns revenues and incurs expenses and for which separate financial information is available to be evaluated regularly by the chief operation decision maker in deciding how to allocate resources and in assessing performance.

The Company provides a variety of eDiscovery and forensic services which are provided by FRONTEO and its domestic subsidiaries for domestic (Japanese) clients, FRONTEO USA, Inc.  and FRONTEO Government Services, Inc. , and U.S. based wholly-owned subsidiaries of FRONTEO, Inc., for clients based in the U.S. or represented by U.S. -based attorneys who contracted FRONTEO USA, Inc. and FRONTEO Government Services, Inc., and by other foreign subsidiaries for foreign clients other than those who contracted FRONTEO USA, Inc. and FRONTEO Government Services, Inc.

FRONTEO and its domestic subsidiaries also provide AI based business, such as healthcare and data marketing.

Our legal service operations in Japan, the U.S. and other (which includes South Korea and Taiwan), and AI based service in Japan have been identified as the four operating and reportable segments of the Company.

Our Chief Executive Officer, who is also the Company’s chief operating decision maker, regularly reviews the performance of the four operating segments and makes decisions regarding allocation of resources. Our chief operating decision maker utilizes various measurements which include revenues, operating income or loss and segment assets to assess segment performance and allocate resources to segments.

AI based service in Japan segment has met a quantitative threshold for the year ended March 31, 2017 and the segment data for the year ended March 31, 2016 were presented for comparative purposes. No restated segment data for the year ended March 31, 2015 has been presented because AI based service did not exist in that period. 

Each legal service segment recognizes revenue for which the segment has a direct contractual relationships with its clients. If our services are contracted between a law firm in the U.S. and FRONTEO USA, Inc. or FRONTEO Government Services, Inc., revenue is recorded by the U.S. segment although the end corporate client may be located in areas other than the U.S.

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Our reportable segments are the same as our operating segments. Segment information for the years ended March 31, 2015, 2016 and 2017 is as follows:

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

    

2015

    

2016

    

2017

 

Japan-legal

 

 

 

 

 

 

 

 

 

 

Outside customers

 

¥

3,105,983

 

¥

3,726,683

 

¥

3,740,903

 

Intersegment*(1)

 

 

739,796

 

 

844,455

 

 

571,889

 

Total

 

 

3,845,779

 

 

4,571,138

 

 

4,312,792

 

 

 

 

 

 

 

 

 

 

 

 

Japan-AI

 

 

 

 

 

 

 

 

 

 

Outside customers

 

¥

 

¥

118,915

 

¥

288,012

 

U.S.

 

 

 

 

 

 

 

 

 

 

Outside customers

 

 

2,784,470

 

 

6,223,652

 

 

6,800,966

 

Intersegment*(1)

 

 

121,546

 

 

101,628

 

 

179,763

 

Total

 

 

2,906,016

 

 

6,325,280

 

 

6,980,729

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

Outside customers

 

 

384,007

 

 

483,758

 

 

377,850

 

Intersegment*(1)

 

 

124,488

 

 

138,977

 

 

47,876

 

Total

 

 

508,495

 

 

622,735

 

 

425,726

 

 

 

 

 

 

 

 

 

 

 

 

Eliminations

 

 

(985,830)

 

 

(1,085,061)

 

 

(799,529)

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue after eliminations

 

 

6,274,460

 

 

10,553,007

 

 

11,207,730

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments*(2)

 

 

30,466

 

 

3,229

 

 

13,045

 

 

 

 

 

 

 

 

 

 

 

 

Total consolidated revenue

 

¥

6,304,926

 

¥

10,556,236

 

¥

11,220,775

 


*(1)  Intersegment transaction prices and other conditions are determined based on market prices and total costs of transactions.

*(2)  These amounts primarily represent the net impact of adjustments arising from the differences in timing of the revenue recognition under U.S. GAAP and Japanese GAAP.

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Segment Performance Measure:

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

    

2015

    

2016

    

2017

 

Segment profit (loss)

 

 

 

 

 

 

 

 

 

 

Japan

 

¥

303,149

 

¥

557,597

 

¥

698,608

 

Japan-AI

 

 

 

 

 

(527,420)

 

 

(728,926)

 

U.S.

 

 

39,926

 

 

35,013

 

 

(1,132,981)

 

Other

 

 

(77,006)

 

 

3,933

 

 

(43,363)

 

 

 

 

 

 

 

 

 

 

 

 

Total segment profit after eliminations

 

 

266,069

 

 

69,123

 

 

(1,206,662)

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments*(3)

 

 

9,353

 

 

(139,402)

 

 

27,811

 

 

 

 

 

 

 

 

 

 

 

 

Total consolidated operating income (loss)

 

 

275,422

 

 

(70,279)

 

 

(1,178,851)

 

 

 

 

 

 

 

 

 

 

 

 

Unallocated amounts:

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

1,699

 

 

1,672

 

 

3,634

 

Interest expense

 

 

(28,177)

 

 

(54,793)

 

 

(125,743)

 

Gain(loss) on derivatives

 

 

 —

 

 

(258,205)

 

 

43,594

 

Foreign currency exchange gains (losses)

 

 

200,438

 

 

161,680

 

 

(13,751)

 

Dividend income

 

 

9,000

 

 

11,250

 

 

14,400

 

Other-net

 

 

(85)

 

 

(20,075)

 

 

(60,255)

 

 

 

 

 

 

 

 

 

 

 

 

Total consolidated income (loss) before income taxes

 

¥

458,297

 

¥

(228,750)

 

¥

(1,316,972)

 


*(3)  Adjustments primarily relate to differences between U.S. GAAP and Japanese GAAP for revenue recognition, amortization of goodwill, remeasurement of earn-out and vacation allowance expenses for employees.

Segment Assets:

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

    

2016

    

2017

 

Segment assets

 

 

 

 

 

 

 

Japan

 

¥

11,586,133

 

¥

12,334,732

 

Japan-AI

 

 

358,045

 

 

3,468,157

 

U.S.

 

 

7,658,961

 

 

8,600,034

 

Others*(4)

 

 

720,152

 

 

734,277

 

 

 

 

 

 

 

 

 

Eliminations

 

 

(7,404,501)

 

 

(8,978,328)

 

 

 

 

 

 

 

 

 

Total segment assets after eliminations

 

 

12,918,790

 

 

16,158,872

 

 

 

 

 

 

 

 

 

Adjustments*(5)

 

 

(52,135)

 

 

86,736

 

 

 

 

 

 

 

 

 

Total consolidated assets

 

¥

12,866,655

 

¥

16,245,608

 


*(4)  The Company recognized an impairment loss on long-lived assets of ¥5,144 thousand for the year ended March 31, 2016 consisted of property, plant and equipment owned by a subsidiary in Taiwan.

*(5)  Adjustments primarily relate to differences between U.S. GAAP and Japanese GAAP for revenue recognition, depreciation and amortization and deferred tax assets.

Capital expenditures on long-lived assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

    

2015

    

2016

    

2017

 

Capital expenditures

 

 

 

 

 

 

 

 

 

 

Japan

 

¥

575,196

 

¥

300,447

 

¥

616,757

 

Japan-AI

 

 

 

 

155,442

 

 

384,606

 

U.S.

 

 

89,463

 

 

660,982

 

 

361,777

 

Others

 

 

24,628

 

 

8,982

 

 

6,331

 

 

 

 

 

 

 

 

 

 

 

 

Total consolidated capital expenditures

 

¥

689,287

 

¥

1,125,853

 

¥

1,369,471

 

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Capital expenditures relate to property and equipment, capitalized computer software costs and other intangible assets on an accrual basis, other than those disclosed in Note 2 of the notes to the consolidated financial statements.

Other Significant Items:

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

    

2015

    

2016

    

2017

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

Japan

 

¥

431,287

 

¥

474,533

 

¥

444,094

 

Japan-AI

 

 

 

 

48,504

 

 

125,715

 

U.S.

 

 

113,768

 

 

313,025

 

 

429,618

 

Others

 

 

42,703

 

 

47,545

 

 

39,769

 

 

 

 

 

 

 

 

 

 

 

 

Total depreciation and amortization

 

 

587,758

 

 

883,607

 

 

1,039,196

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments*(6)

 

 

1,774

 

 

12,218

 

 

9,431

 

 

 

 

 

 

 

 

 

 

 

 

Total consolidated depreciation and amortization

 

¥

589,532

 

¥

895,825

 

¥

1,048,627

 


*(6)  Adjustments primarily relate to differences between U.S. GAAP and Japanese GAAP for depreciation and amortization.

Entity-Wide Information:

For the year ended March 31, 2015, revenue from Samsung Electronics Co., Ltd. and TMI Associates amounted to ¥1,969,335 thousand and ¥641,074 thousand, respectively, representing approximately 31.4% and 10.2%, respectively, of the total revenue.

For the year ended March 31, 2016, revenue from Samsung Electronics Co., Ltd. and TMI Associates amounted to ¥1,657,074 thousand and ¥1,022,656 thousand, respectively, representing approximately 15.6% and 9.7%, respectively, of the total revenue.

For the year ended March 31, 2017, revenue from TMI Associates amounted to ¥1,253,860 thousand, representing approximately 11.2% of the total revenue.

The information concerning revenue by service categories for the years ended March 31, 2015, 2016 and 2017, is presented below:

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

    

2015

    

2016

    

2017

 

eDiscovery

 

 

 

 

 

 

 

 

 

 

Review

 

¥

832,492

 

¥

1,998,276

 

¥

2,630,785

 

Other

 

 

5,027,090

 

 

8,047,850

 

 

7,830,595

 

Total

 

 

5,859,582

 

 

10,046,126

 

 

10,461,380

 

Investigation

 

 

299,095

 

 

283,957

 

 

304,233

 

AI

 

 

 —

 

 

118,914

 

 

288,011

 

Sales of software

 

 

24,344

 

 

41,054

 

 

44,523

 

Sales of forensic tools

 

 

21,926

 

 

41,794

 

 

29,971

 

Forensic training

 

 

6,325

 

 

9,990

 

 

12,485

 

Other

 

 

93,654

 

 

14,401

 

 

80,172

 

Total revenue

 

¥

6,304,926

 

¥

10,556,236

 

¥

11,220,775

 

Long-lived assets held in Japan, Japan-AI, the U.S., and Other as of March 31, 2017 were ¥308.4 million, ¥66.9 million, ¥771.7 million and ¥29.8 million, respectively. Long-lived assets include property and equipment.

Application of Critical Accounting Policies and Estimates

In reviewing our consolidated financial statements, you should consider the sensitivity of our reported financial condition and results of operations to changes in the conditions and assumptions underlying the estimates and judgments made by management in applying critical accounting policies.

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The preparation of financial statements requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods presented. Actual results may differ from these estimates, judgments and assumptions. Note 1 to our annual consolidated financial statements includes a summary of the significant accounting policies used in the preparation of our financial statements. Certain accounting policies are particularly critical their significance to our reported results and the possibility that future events may differ significantly from the conditions and assumptions underlying the estimates used and judgments made by management in preparing our financial statements.

We have discussed the development effortsand selection of critical accounting policies and estimates with our Board of Directors, and the Board of Directors has reviewed the disclosure relating to these, which are included in AI technology were initially focusedthis annual report. For all of these policies, we caution that future events rarely develop exactly as forecast, and even the best estimates may require adjustment.

Revenue recognition

We have agreements with customers pursuant to which we perform various services. A majority of the our revenue relates to fees earned for the month-to-month performance of eDiscovery and forensic services. Such services include data collection, data processing, data hosting, data review, and document production services. The fees that we earn and bill for these services vary primarily based on the niche, big-data fieldhours of cross-border litigation support, butservice provided, the volume of documents reviewed or produced, the amount of data processed or stored. The scope and volume of services to be performed can change depending on customers’ requests, which are made on an optional and “as needed” basis, and customers may choose not to request additional services or may obtain similar services from other service providers.

We recognize revenue for eDiscovery and forensic services based on the agreed-upon prices and volume of services performed during the period. For these contractual arrangements, we have identified each deliverable service element. Based on management’s evaluation of each element, it was determined that each element delivered has standalone value to the customers because we or other vendors sell such services separately from any other services/deliverables. Accordingly, each of the service elements in the multiple element case qualifies as a separate unit of accounting. We use the best estimate of sales price based on the price it charges when it sells an element on a standalone basis, which is generally consistent with the stated prices in the arrangements, and allocates revenue to the various units of accounting in the arrangements based on the stated prices.

We also enter into multiple-element arrangements for software sales which includes undelivered elements that are not essential to the functionality of the delivered software and such undelivered elements only consist of post contract support. We account for them in accordance with ASC 985-605, “Software-Revenue Recognition.” We have not been able to establish a vendor-specific objective evidence of fair value(“VSOE”) of fair value to allocate the fee to the separate elements and thus recognize the entire arrangement fee on a straight-line basis over the contract period.

We recognize revenue for each separate unit of accounting when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the fee is fixed or determinable, and collectability is reasonably assured.

We have revenue related to the reimbursement of certain direct costs by customers, primarily transportation. Reimbursed transportation and other reimbursable direct costs are recorded gross in the consolidated statements of operations as “Operating revenue from reimbursed direct costs” and as “Reimbursed direct costs.”

Useful lives of property and equipment

Property and equipment, net, recorded on our balance sheet was ¥1,177.2 million as of March 31, 2017, representing 7.2% of our total assets. The values of our property and equipment, including assets under capital leases which are primarily office equipment, are recorded in our financial statements at cost, while depreciation and amortization are computed using the straight-line method based on either the estimated useful lives of assets or the lease period, whichever is shorter.

Our depreciation expenses for property and equipment for the years ended March 31, 2015, 2016 and 2017 were ¥246.0 million, ¥341.0 million and ¥351.8 million, respectively.

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We estimate the useful lives of property and equipment in order to determine the amount of depreciation and amortization expense to be recorded in each fiscal year. We determine the useful lives of our assets at the time the assets are acquired and base our determinations on expected use, experience with similar assets as well as taking into account anticipated technological or other changes. Estimated useful lives by major asset classes as of March 31, 2017, were as follows:

Leasehold improvements

6 to 15 years

Furniture and fixtures

4 to 20 years

Computers

5 years

Assets under capital leases, primarily office equipment

5 to 7 years

If technological or other changes were to occur more rapidly or in a different form than anticipated or the intended use changes, the useful lives assigned to these assets may need to be shortened, or we may need to sell or write off the assets, resulting in recognition of increased depreciation and amortization or losses in future periods.

Useful lives of capitalized computer software

Capitalized computer software costs, net recorded on our balance sheet were ¥963.2 million as of March 31, 2017, representing 5.9% of our total assets. The values of our capitalized computer software costs are recorded in our financial statements at cost, and amortization is computed using the straight-line method based on the estimated useful life of the software.

Certain internal software development costs incurred in the creation of our KIBIT, we now havecomputer software products for internal use are capitalized when the capabilitypreliminary project phase is completed and when management, with the relevant authority, authorizes and commits funding to analyze various typesthe project and it is probable that the project will be completed and the software will be used to perform the function intended. Amortization of big data. Our researchcapitalized computer software costs begins in the period each module or component of the product is focused on addressing two key questions: how to identify information that’s important to our clients from big data, particularly information about people’s intentions and behavior, and how to effectively use the advanced knowledge of experts to analyze vast volumes of information. We are currently working to dramatically improve the quality of human intellectual activity through research that taps the knowledge of experts.ready for its intended use.

 

A primary goalOur amortization expense for capitalized computer software costs for the fiscal years ended March 31, 2015, 2016 and 2017 were ¥302.8 million, ¥374.5 million and ¥455.9 million, respectively.

Business Combinations

We allocate the fair value of ourpurchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired, including in process research and development (“IPR&D”), if any, based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. We engage independent third-party appraisal firms to anticipate client demandsassist us in determining the fair values of assets acquired and bring new solutionsliabilities assumed. Such valuations require management to make significant estimates and new versionsassumptions, especially with respect to intangible assets.

Critical estimates in valuing certain intangible assets include but are not limited to future expected cash flows and discount rates. Management's estimates of existing solutionsfair value are based upon assumptions believed to market quicklybe reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

Goodwill and Intangible Assets

Goodwill is not amortized and is tested annually for impairment of each fiscal year and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value below its carrying amount. In assessing goodwill for impairment, we have the option to first perform a qualitative assessment to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Reporting units are our operating segments or one level below the operating segments. If we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, no additional tests to assess goodwill for impairment are required to be performed. If we conclude otherwise or elect not to perform the qualitative assessment, then it is required to perform the first step of a two-step impairment review process. In the fiscal year ended March 31, 2015 and thereafter, we elected to perform the aforementioned qualitative assessment of goodwill as of the measurement date of January 1. During the year ended March 31, 2017, we performed quantitative assessment of goodwill and confirmed that the carrying amount of a reporting unit exceeded its fair value. Intangible assets with finite useful lives are amortized on a straight-line basis over the estimated useful life.

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Intangible assets primarily consist of customer relationships and trademarks. We have estimated the weighted average amortization periods for the customer relationship, noncompete agreement, favorable leases, trademarks to be 15 years, 3 years and 3 years, and 10 years, respectively.

Valuation of investments

We have investments in ordersecurities, and the valuation of investments requires us to remain competitivemake judgments using information that is generally uncertain at the time, such as assumptions regarding near-term prospects. As of March 31, 2017, we had available-for-sale securities of ¥500.4 million and cost method investments of  ¥15 thousand. We routinely assess the impairment of our investments by considering whether any decline in value is other-than-temporary. The factors we consider are:

·

the duration of the decline in value of the security and the severity of the decline;

·

the financial condition and near term prospects of the investee;  and

·

our intent and ability to hold the equity security until forecasted recovery.

No losses on impairment of investments in certain marketable equity securities were recognized for the years ended March 31, 2015, 2016, and 2017.

Investments in equity securities that have readily determinable fair value and are classified as available-for-sale securities are accounted for at fair value with unrealized gains and losses excluded from earnings. The changes in fair value of investment in equity securities which are reported in other comprehensive income, net of tax are an increase of ¥89.7 million, an increase of ¥78.2 million and a decrease of ¥15.8 million for the years ended March 31, 2015, 2016 and 2017, respectively.

Share-Based Compensation

We measure the cost of employee services received in exchange for an award of equity instruments at the fair value of the award on the grant-date and recognize the cost over the period which the employee is required to provide services in exchange for the award. Compensation expenses are recognized on a straight-line basis over the requisite service period of the awards which are expected to vest. We measure the cost of non-employee services received in exchange for an award of equity instruments at fair value. The fair value of awards granted to non-employees is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. We recognize the cost on a straight-line basis over the vesting period, which is generally the service contract term during which services are rendered by the non-employees.

The Black-Scholes valuation model is used to determine the fair value of our stock option awards and related share-based compensation expense. Determining the fair value of share based awards at the grant date requires judgment. The determination of the grant date fair value of options using an option-pricing model is affected by common stock price at grant date as well as assumptions regarding a number of other complex and subjective variables. If any of the assumptions used in the marketplace. OurBlack-Scholes valuation model changes significantly, share-based compensation for future awards may differ materially compared with the awards granted previously. In valuing our options, we make assumptions about risk-free interest rates, expected dividend yields, expected volatility, and expected term (contractual term for non-employees), including estimated forfeiture rates of the options.

·

Risk-free interest rate:  Risk-free interest rates are derived from the Japanese government bond interest rate for the expected or contractual term as of the option grant date.

·

Expected dividend yields:   Expected dividend yields are based on actual dividend payments and expected payments in the future which are approved by the Board of Directors before the option grant date.

·

Expected Volatility:  Expected volatility is estimated based upon the historical volatility of our share price over a period commensurate with the expected or contractual term, adjusted for the effect of changes expected in the future.

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·

Expected term (contractual term for non-employees):  The expected term of the stock options granted to employees is estimated based on historical employee exercise patterns associated with prior similar option grants. The term of the stock options granted to non-employees is estimated based on the contractual term.

·

Forfeiture rate:  Based on historical forfeiture information, we estimate the number of forfeitures prior to vesting on the grant date. The effect of subsequent changes in estimated forfeitures is recognized through a cumulative adjustment in the period in which the forfeitures occurs.

We recorded ¥27.2 million, ¥78.4 million and ¥53.0 million as share-based compensation expense for the years ended March 31, 2015, 2016 and 2017, respectively.

Income taxes

Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes and tax loss carryforwards. These deferred taxes are measured using the currently enacted tax rates in effect for the year in which the temporary differences or tax loss carryforwards are expected to reverse. Valuation allowances are provided against deferred tax assets when it is more likely than not that a tax benefit will not be realized. We recognize the financial statement effect of uncertain tax positions when it is more likely than not, based on the technical merits, that the tax positions will be sustained upon examination by the tax authorities. Benefits from tax positions that meet the more-likely-than-not recognition threshold are measured at the largest amount of benefit that is greater than 50% likely of being realized upon settlement. Accrued interest and penalties related to the unrecognized tax benefits are included in income tax expense in the consolidated statements of operations. We had no unrecognized tax benefits during the years ended March 31, 2015, 2016 and 2017.

Although we believe that the amount of net deferred tax assets will be realized, this could change in the near term if estimates of future taxable income are revised and the effect on our consolidated financial position and results of operations could be significant.

Reconciliations between the amount of reported income tax expense (benefit) and the amount of income tax expense (benefit) computed using the normal statutory tax rate for the years ended March 31, 2015, 2016 and 2017 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

    

2015

    

2016

    

2017

 

Amount computed using normal Japanese statutory tax rate

 

¥

163,336

 

¥

(75,716)

 

¥

(403,257)

 

Increase (decrease) in taxes resulting from:

 

 

 

 

 

 

 

 

 

 

Change in valuation allowance

 

 

31,545

 

 

44,004

 

 

48,845

 

Change in statutory tax rate

 

 

15,798

 

 

18,074

 

 

 —

 

Share-based compensation expense

 

 

6,927

 

 

21,531

 

 

(7,814)

 

Earnings of foreign subsidiaries taxed at different rates from the statutory rate in Japan

 

 

15,776

 

 

14,475

 

 

(104,407)

 

Officers’ remuneration not deductible for tax purpose

 

 

4,870

 

 

 —

 

 

 —

 

Research and development tax credit

 

 

(7,513)

 

 

 —

 

 

(5,748)

 

Non-deductible acquisition costs and earn-out liabilities adjustment

 

 

 —

 

 

157,739

 

 

 —

 

Others-net

 

 

7,355

 

 

3,018

 

 

14,272

 

Income tax expense (benefit) as reported

 

¥

238,094

 

¥

183,125

 

¥

(458,109)

 

The change in the valuation allowance for the year ended March 31, 2015 includes an increase of ¥20,536 thousand in the valuation allowance of the foreign subsidiaries in Taiwan and a domestic subsidiary as of March 31, 2015 for the deferred tax assets arising from their operating loss carryforwards incurred during the year ended March 31, 2015 and an increase of ¥28,395 thousand in the valuation allowance for the deferred tax assets arising from acquisition-related costs, and a decrease of ¥16,262 thousand in the valuation allowance for the deferred tax assets arising from research and development activities are directed by individuals with significant expertise and industry experience.tax credits.

 

The change in the valuation allowance for the year ended March 31, 2016 includes an increase of ¥61,670 thousand in the valuation allowance of foreign subsidiaries in Taiwan and U.S. and domestic subsidiaries as of March 31, 2016 for the deferred tax assets arising from their operating loss carryforwards incurred during the year

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ended March 31, 2016 and a decrease of ¥17,666 thousand in the valuation allowance for the deferred tax assets of the foreign subsidiary in Korea.

The change in the valuation allowance for the year ended March 31, 2017 includes an increase of ¥50,528 thousand in the valuation allowance of foreign subsidiaries in U.S. and domestic subsidiaries as of March 31, 2017 for the deferred tax assets arising from their operating loss carryforwards incurred during the year ended March 31, 2017 and a decrease of ¥1,683 thousand in the valuation allowance for the deferred tax assets of the foreign subsidiary in Taiwan.

On March 31, 2015, amendments to Japanese tax regulations were enacted into law. As a result, the combined Japanese statutory rate was reduced from 35.64 percent to 33.10 percent from the fiscal year beginning April 1, 2015 and from 33.10 percent to 32.34 percent from the fiscal year beginning April 1, 2016. The impact of the tax law changes was a net deferred income taxes benefit of ¥15,798 thousand for the year ended March 31, 2015.

On March 29, 2016, amendments to Japanese tax regulations were enacted into law. As a result, the combined Japanese statutory rate was reduced from 32.34 percent to 30.86 percent for the two years from April 1, 2016 to March 31, 2018 and from 32.34 percent to 30.62 percent from the fiscal year beginning April 1, 2018. The impact of the tax law changes was a net deferred income taxes benefit of ¥18,074 thousand for the year ended March 31, 2016.

Intellectual Property

We are strong believers in intellectual property, attaching the same level of importance to our intellectual property strategy as the Company does to its technology and business strategies. We believe that a strong intellectual property strategy is vital for achieving our goal of growth and expansion through the data analysis business. We look at ways of developing new types of technology, while simultaneously searching for ways to make those new technologies commercially viable. The goal of our intellectual property strategy is to find ways of protecting and strengthening those technologies, which means securing intellectual property rights so as to be able to apply their versatility to future products. Our intellectual property strategy has focused on protecting our proprietary technologies and on maintaining our competitive advantage over our rivals by building close relationships between our research centers, our clients and the market to accurately identify future business opportunities. Mirroring our business growth, our intellectual assets have expanded rapidly — quantitatively and qualitatively — and we have secured intellectual property rights not only in Japan, but also in the U.S. and other countries.

As of July 1, 2017, in Japan, we have applied for patents for 67 inventions and have been granted patents on 55 of them and in the United States, we have applied for patents for 38 inventions and have been granted patents on 5 of them. Moreover, many trademarks have been registered in many countries across the world, including “FRONTEO,” “KIBIT,” “Lit i View,” and “Landscaping,” as brands representing the uniqueness of the above technologies

Competition

The eDiscovery and digital forensics solutions and services markets in the United States and Asia are intensely competitive, highly fragmented and characterized by rapidly changing technology, frequent solution introductions, changes in client demands and evolving industry standards. Competitors vary in size, scope and breadth of solutions and services offered. Competitors include Guidance Software Inc., HP Autonomy Corporation plc, IBM Corporation, Symantec Corporation, EMC Corporation, Epiq System Inc., Catalyst, Access Data Group, FTI Consulting, Inc., Xerox Corporation, Navigant Consulting, Inc., Hewlett-Packard Development Company. L. P., Integreon, Inc., Merrill Corporation, Transperfect, KPMG, Kroll, Inc., and Consolio.

Many of our primary competitors have longer operating histories and substantially greater financial, technical, sales, marketing and other resources than we do, as well as greater name recognition and broader solution offerings. These competitors can devote greater resources to the development, promotion, sale and support of their solutions than we can.

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In addition to the competitors mentioned above, certain law firms, accounting firms, management consultant firms, turnaround specialists, and crisis management firms offer solutions and services that compete with our solutions and services.

We believe the principal competitive factors in the eDiscovery and electronic data forensics solutions and services markets include:

·

performance, scalability, functionality, flexibility and reliability of the solution offerings;

·

ease of integration with existing applications and infrastructure;

·

price and the cost efficiency of deployment and ongoing support;

·

quality of professional services, as well as client support and maintenance; and

·

name recognition and reputation.

Although many of our competitors have greater resources and greater name recognition, we believe we compete favorably on the basis of the other competitive factors listed above. We believe our solutions and services, supported by our artificial intelligence technologies based on tacit knowledge, enable a process that permits the automated identification of relevant text in Asian languages, thus improving accuracy, reducing the number of steps in the review process and generating significant savings in time and cost of document review. Specifically, we believe that our predictive coding solution powered by our AI technology allows us to accurately handle English- and Asian-language characters, encoding schemes and native file systems, and provides us with a significant competitive advantage over our competition, including those with greater financial resources, a higher level of name recognition and broader solution offerings.

Government Regulation

The eDiscovery industry, solutions and services are not directly regulated by any governmental authorities. However, our clients must comply with certain governmental and judicial requirements. Class action and mass tort cases, as well as eDiscovery requirements related to litigation, are subject to various federal and state laws, as well as rules of evidence and rules of procedure established by the courts.

For example, in April 2006, the United States Supreme Court approved certain amendments to the Federal Rules of Civil Procedure regarding the discovery in litigation of certain electronically stored information. These amendments became effective on December 1, 2006. Among other things, these amendments (i) require early attention by parties in litigation to meet and confer regarding discovery issues and to develop a discovery plan that identifies and addresses the parties’ electronically stored information, (ii) expand the reach of federal court subpoenas to include electronically stored information, (iii) allow for parties to object to production of electronically stored information that is not reasonably accessible due to the undue burden or cost associated with such retrieval, and (iv) provide a “safe harbor” to parties unable to provide electronically stored information lost or destroyed as a result of the routine, good-faith operation of an electronic information system.

While these federal rules do not apply in state court proceedings, the civil procedure rules of many states have been closely modeled on these provisions. We anticipate the federal and state court discovery rules relating to electronic documents and information will continue to evolve and affect the way we develop and implement technology and service solutions to those changing discovery rules.

Legal Proceedings

From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or in the aggregate have a material adverse effect on our business, operating results, financial condition or cash flows.

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4.C.      ORGANIZATIONAL STRUCTURE

As of July 1, 2017, FRONTEO has three Japanese subsidiaries and four overseas subsidiaries. The following table sets forth for each of our consolidated subsidiaries, the proportion of ownership and voting interest, the country of incorporation and the principal activities of the subsidiary.

Proportion of

Name of Consolidated

Jurisdiction of

ownership and

Subsidiary

Incorporation

voting interest

Principal Activities

Payment Card Forensics, Inc. (1)

Japan

60.0%

Credit card forensic investigation business

FRONTEO Healthcare, Inc. (2)

Japan

99.3%

Analysis of large volume medical data

FRONTEO Communications, Inc. (3)

Japan

100.0%

Digital product marketing and sales

FRONTEO Government Service, Inc. (4)

U.S.

100.0%

eDiscovery product marketing and sales

FRONTEO USA, Inc. (5)

U.S.

100.0%

eDiscovery product marketing and sales

FRONTEO Korea, Inc.(6)

South Korea

100.0%

eDiscovery product marketing and sales

FRONTEO Taiwan, Inc.(7)

Taiwan

100.0%

eDiscovery product marketing and sales

The FRONTEO group consists of FRONTEO, Inc. and seven consolidated subsidiaries. The group companies are engaged in large volume data analysis business activities as represented by eDiscovery services.


(1)

Payment Card Forensics, Inc. was established in 2010 as a subsidiary of FRONTEO, Inc. and International Certificate Authority of Management System Co., Ltd. which owns 40%.

(2)

FRONTEO Healthcare, Inc. was established in April, 2015 as a wholly-owned subsidiary of FRONTEO, Inc.

(3)

FRONTEO Communications, Inc. was established in September 2015 as a wholly-owned subsidiary of FRONTEO, Inc.

(4)

FRONTEO Government Services, Inc. was acquired by FRONTEO, Inc. in 2014, and is currently a wholly-owned subsidiary of FRONTEO USA, Inc.

(5)

FRONTEO USA, Inc. (formerly EvD, Inc.) was acquired by FRONTEO, Inc. in July, 2015, and absorbed UBIC North America, Inc. in 2016, which was established in 2007 as a wholly-owned subsidiary of FRONTEO, Inc.

(6)

FRONTEO Korea, Inc. was established in 2011 as a wholly-owned subsidiary of FRONTEO, Inc.

(7)

FRONTEO Taiwan, Inc. was established in 2011 as a wholly-owned subsidiary of FRONTEO, Inc.

(8)

FRONTEO, Inc.acquired the outstanding capital stock of UBIC Risk Consulting, Inc. which were not owned by us and 20% of all to make it our wholly-owned subsidiaryin February 2015, and subsequently absorbed it through an absorption-type merger in March 2015.

(9)

UBIC Patent Partners, Inc. was our wholly-owned subsidiary and was merged with and into FRONTEO, Inc. in October 2015.

4.D.      PROPERTY, PLANT AND EQUIPMENT

Property and equipment and capitalized computer software costs recorded on our consolidated balance sheet as of March 31, 2016 and March 31, 2017 consisted of the following:

 

 

 

 

 

 

 

 

 

 

As of March 31,

 

 

    

2016

    

2017

    

 

 

(thousands of yen)

 

 

 

 

 

 

 

 

 

Leasehold improvement

 

¥

604,647

 

¥

710,576

 

Furniture and fixtures

 

 

133,207

 

 

140,952

 

Computers

 

 

1,352,862

 

 

1,257,079

 

Assets under capital lease, principally office equipment

 

 

17,471

 

 

131,318

 

Motor vehicles and transport equipment

 

 

3,969

 

 

11,223

 

Capitalized computer software costs

 

 

2,257,898

 

 

2,328,190

 

Other

 

 

 —

 

 

4,029

 

Total

 

 

4,370,054

 

 

4,583,367

 

Accumulated depreciation and amortization

 

 

(2,329,870)

 

 

(2,442,871)

 

Property and equipment and capitalized computer software, net

 

¥

2,040,184

 

¥

2,140,496

 

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Our fixed assets consist mainly of (i) internally developed software used to offer services in legal technology market, (ii) leasehold improvements at leased facilities in Japan and other countries and (iii) computer equipment, such as servers, routers and other network equipment. Other than the above assets recorded on our consolidated balance sheet, we use operating lease assets such as office premises and data centers. There are no known environmental issues that may affect our utilization of our property and equipment.

Our corporate headquarters are located in Tokyo, Japan, where we lease approximately 35,580 square feet of commercial space under a lease that expires in September 2019. We use this space for our principal sales, research and development, client service and administrative purposes.

In connection with our global sales and marketing efforts, we lease office space typically on a short-term renewable basis in the United States in New York, New York; Redwood City, Los Angeles, San Francisco, California; Washington D.C.; Chantilly, Virginia; Golden, Colorado; Phoenix, Arizona; and internationally in London, United Kingdom; Seoul, South Korea; Taipei, Taiwan; Manila, Philippines; and Hong Kong, China.

We believe that our facilities are generally suitable to meet our needs for the foreseeable future and could be replaced with no difficulty at similar cost; however, we will continue to seek additional space as needed to satisfy our growth.

ITEM 4A.    UNRESOLVED STAFF COMMENTS

None.

ITEM 5.      OPERATING AND FINANCIAL REVIEW AND PROSPECTS

5.A.      OPERATING RESULTS

You should read the following discussion of our financial condition and results of operations together with Item 3.A., Selected Financial Data of the annual report on Form 20-F and our consolidated financial statements and the notes to those financial statements beginning on page F-1 of this annual report. These consolidated financial statements have been prepared in accordance with U.S. GAAP. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of factors including but not limited to those in Item 3.D., Risk Factors of this annual report on Form 20-F.

Overview

We generate the great majority of our revenue from the sale of eDiscovery support services and a small minority of our revenue from computer forensic investigation services, the sale of forensic tools and training, a variety of other legal support services such as compliance support, or “Legal and Compliance Services (LCPS)”, and software products driven by our AI technology. While we derive a significant portion of our revenue from a small number of substantial clients, the specific clients change from year to year, and we expect this trend to continue. The vast majority of our revenue is derived from limited scope engagements that do not include long-term commitments.

Our clients use eDiscovery and forensic services, for the most part, on an “as needed basis”, when a specific legal or administrative proceeding, investigation or other legal challenge requires them to rapidly analyze and produce large amounts of digitally-formatted information. In the absence of such a demand, a client’s demand for our services and solutions tends to be much less extensive. This means that contracts for our services tend to be time and subject specific. The fact that we have sold our solutions to a client in one fiscal year or quarter does not ensure on-going use by that client in any subsequent period, unless a new need for our services arises.

In light of this situation, in order to expand our business, it is imperative for us to continuously market our services and solutions to existing and potential clients and to build market recognition of our capabilities and our brand so that, when companies have a need for eDiscovery and forensic services, we and our solutions are perceived as an attractive alternative. In addition, to the extent that we are able to expand our client base among non-Asian law firms, we believe that they will need our services to review the Asian language materials we have collected and processed. This will, in our view, expand our revenue base.

The overall market for eDiscovery and forensic services has benefited from the growing volume of ESI and a continuing increase in the number of lawsuits filed and investigations commenced in the United States which involve patents, intellectual property, product safety, price cartels, the U.S. Foreign Corrupt Practices Act and other issues our financial performance has also benefited from these trends, but primarily from lawsuits filed and

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investigations commenced in the United States against Japanese and other Asian multinational corporations. We have also benefited more recently from engagements for large and midsize international government investigations.

We believe the highest growth and most important segments of our eDiscovery services are those that rely on our proprietary eDiscovery software and technologies (collection and processing, production, hosting and technology assisted review (TAR)). In the future, it is our intent to focus on our TAR solutions where we provide a more direct and differentiated value proposition to our customers. Our TAR solutions are powered by KIBIT, our AI technology, and designed to perform reviews of large volumes of data and are intended to identify relevant documents with 90% accuracy, providing meaningful time and cost savings by significantly reducing the need for manual review. We believe that, as our TAR based solutions demonstrate their value in the marketplace, they will provide a basis for our expanded and durable growth of total revenues and improved operating income and net income in the future.

Currently, our advantages in the eDiscovery market reside in our technical competencies for dealing with Asian languages and the strong local support capabilities within Asia. As such, many customers are Asian enterprises, including Japanese, South Korean and Taiwanese companies. In the past, we were disadvantaged in the vendor selection process because the discovery vendor selection by Asian enterprises is under significant influence of U.S. law firms, despite our distinct competitive advantages based on quality, cost and data security.

Our countermeasures against this situation include the enhancement of sales and marketing personnel in the U.S., joint marketing with U.S. law firms, and increasing our brand awareness in the U.S. market through public relations activities. Our acquisitions of TLS, EvD and EDI resulted in a significant, positive impact in the growth and development of our business and revenue. Since TLS joined us in the latter half of 2014, a number of orders from non-Asian clients or their U.S. law firms have been received, and sales in the U.S. have been increasingly a major part of our revenue after the acquisition of EvD in July 2015 and EDI in November 2016.

Of the various components of eDiscovery including evidence identification and retention, data collection and processing, analysis and hosting, hosting has shown steady growth. While historically the review of gathered documents and data was performed manually, significant increases in the volume of information maintained by enterprises have made the manual review procedures difficult, inefficient and costly. Recent technology called predictive coding has been developed, and as the overall industry transforms from manual review processes to technology-assisted review through the use of predictive coding and other technology, many eDiscovery vendors have been downsizing or eliminating their manual review services. We have successfully developed advanced predictive coding technology, powered by our AI technology and tacit knowledge derived from human experiences and reasoning. We believe that our predictive coding technology will enable us to manage the transition away from manual review services better than our competitors.

Currency Fluctuations

We are affected to some extent by fluctuations in foreign currency exchange rates, particularly in the value of the Japanese yen against the U.S. dollar. Our consolidated financial statements, which are presented in Japanese yen, are affected by foreign currency exchange fluctuations through both translation risk and transaction risk.

Translation risk is the risk that our consolidated financial statements for a particular period or for a particular date will be affected by changes in the prevailing exchange rates of the currencies in which our subsidiaries prepare their financial statements against the Japanese yen. Even though the fluctuations of currencies against the Japanese yen can be substantial and, therefore, significantly impact comparisons with prior accounting periods and among the geographic markets in the U.S, South Korea and Taiwan, the translation effect is a reporting consideration and does not affect our underlying results of operations.

Transaction risk is the risk that the currency structure of our costs and liabilities will deviate from the currency structure of sales proceeds and assets.  A portion of our receivables is denominated in the U.S. dollar, as such, the effects of foreign currency exchange rate fluctuations against the Japanese yen can be significant.

Generally, the weakening of the Japanese yen against other foreign currencies, particularly the U.S. dollar, has a positive effect on our revenue, operating income and net income. Likewise the strengthening of the Japanese yen against the U.S. dollar has the opposite effect.

For the year ended March 31, 2015, the Japanese yen gradually increased against the U.S. dollar to approximately ¥101 by July, but then generally weakened and, after recording an annual high of ¥122 to the U.S. dollar for the fiscal year, ended at approximately ¥120 to the U.S. dollar on March 31, 2015.

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For the year ended March 31, 2016, the Japanese yen gradually depreciated against the U.S. dollar to approximately ¥126 by June, but then generally strengthened and, after recording an annual low of ¥111 to the U.S. dollar for the fiscal year, ended at approximately ¥113 to the U.S. dollar on March 31, 2016.

For the year ended March 31, 2017, the Japanese yen gradually increased against the U.S. dollar to approximately ¥100 by August, but then generally weakened and, after recording an annual high of ¥114 to the U.S. dollar for the fiscal year, ended at approximately ¥111 to the U.S. dollar on March 31, 2017.

Results of Operations

The following table summarizes our consolidated statements of operations for the periods indicated in thousands of yen and as a percentage of total revenues, which represented ¥6,304.9 million, ¥10,556.2 million and ¥11,220.8 million in the fiscal years ended March 31, 2015, 2016 and 2017, respectively.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended March 31,

 

 

 

2015

 

2016

 

2017

 

 

 

(thousands of yen, except per share data)

 

Revenue

 

¥

6,279,615

 

99.6%

 

¥

10,529,287

 

99.7%

 

¥

11,208,041

 

99.9%

 

Operating revenue from reimbursed direct costs

 

 

25,311

 

0.4

 

 

26,949

 

0.3

 

 

12,734

 

0.1

 

Total revenue

 

 

6,304,926

 

100.0

 

 

10,556,236

 

100.0

 

 

11,220,775

 

100.0

 

Cost of revenue

 

 

3,140,080

 

49.8

 

 

5,746,069

 

54.4

 

 

6,904,980

 

61.5

 

Reimbursed direct costs

 

 

25,311

 

0.4

 

 

26,949

 

0.3

 

 

12,734

 

0.1

 

Selling, general and administrative expenses

 

 

2,864,113

 

45.4

 

 

4,853,497

 

46.0

 

 

5,481,912

 

48.9

 

Total operating expense

 

 

6,029,504

 

95.6

 

 

10,626,515

 

100.7

 

 

12,399,626

 

110.5

 

Operating income (loss)

 

 

275,422

 

4.4

 

 

(70,279)

 

(0.7)

 

 

(1,178,851)

 

(10.5)

 

Interest income

 

 

1,699

 

*

 

 

1,672

 

*

 

 

3,634

 

*

 

Interest expense

 

 

(28,177)

 

(0.4)

 

 

(54,793)

 

(0.5)

 

 

(125,743)

 

(1.1)

 

Gain (loss) on derivatives

 

 

 

 

 

(258,205)

 

(2.4)

 

 

43,594

 

0.4

 

Foreign currency exchange gains (losses)

 

 

200,438

 

3.2

 

 

161,680

 

1.5

 

 

(13,751)

 

(0.1)

 

Dividend income

 

 

9,000

 

0.1

 

 

11,250

 

0.1

 

 

14,400

 

0.1

 

Other—net

 

 

(85)

 

*

 

 

(20,075)

 

(0.2)

 

 

(60,255)

 

(0.5)

 

Income (loss) before income taxes

 

 

458,297

 

7.3

 

 

(228,750)

 

(2.2)

 

 

(1,316,972)

 

(11.7)

 

Income taxes (benefit)

 

 

238,094

 

3.7

 

 

183,125

 

1.7

 

 

(458,109)

 

(4.1)

 

Net income (loss)

 

 

220,203

 

3.6

 

 

(411,875)

 

(3.9)

 

 

(858,863)

 

(7.7)

 

Less: Net income attributable to noncontrolling interests

 

 

1,750

 

*

 

 

5,757

 

*

 

 

6,224

 

*

 

Net income (loss) attributable to FRONTEO, Inc. shareholders

 

¥

218,453

 

3.4%

 

¥

(417,632)

 

(4.0)%

 

¥

(865,087)

 

(7.7)%

 


* Less than 0.1%

Fiscal Year Ended March 31, 2017 Compared to Fiscal Year Ended March 31, 2016

Total revenue

Total revenue for the year ended March 31, 2017, increased by ¥664.5 million, or 6.3%, to ¥11,220.8 million compared with the year ended March 31, 2016 of ¥10,556.2 million. The increase in total revenue came primarily from FRONTEO USA and the emerging Artificial Intelligence business (“AI”) in Japan. Revenue from the U.S. segment for outside customers for the year ended March 31, 2017 increased by ¥577.3 million, or by 9.3% to ¥6,801.0 million representing 60.6% of consolidated revenue.

Revenue from our eDiscovery services increased by ¥415.2 million, or 4.1%, to ¥10,461.4 million in the year ended March 31, 2017 from ¥10,046.1 million in the comparable period in the previous year. The increase in revenue from our eDiscovery business was due to the acquisition of EvD and EDI, as described above.

Revenue from legal and compliance professional services (LCPS) and other services were ¥759.4 million, which increased 48.9% from the previous fiscal year. The increase was attributable primarily to “Lit i View XAMINER”, “Lit i View EMAIL AUDITOR” and other software driven by KIBIT, our AI technology.

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Cost of revenue

Cost of revenue for the year ended March 31, 2017 increased by ¥1,158.9 million, or 20%, to ¥6,905.0 million from ¥5,746.1 million for the year ended March 31, 2016. The majority of this increase was primarily due to labor and facility costs in the U.S. which increased by ¥1,600.9 million to ¥3,427.6 million. The increase was partially offset by decreases in the cost of outside labor and Software License fees to run or review business which decreased by ¥104.6 million to ¥567.5 million.

Selling, general and administrative expenses

Selling, general and administrative expenses increased for the year ended March 31, 2017 by ¥628.4 million, or 12.9%, to ¥5,481.9 million from ¥4,853.5 million for the year ended March 31, 2016. This was due primarily to labor and facility costs in the U.S., sales and marketing spending to launch rebranding write off of fixed assets and increased audit fees owing to our material weaknesses in internal control over financial reporting in the U.S.

Operating income (loss)

We incurred an operating loss of ¥1,134.7 million for the year ended March 31, 2017, which was ¥1,064.4 million higher than our operating loss of ¥70.3 million for the year ended March 31, 2016. This increase was primarily due to the increases in labor and facility spending in the U.S., combined with increases in sales and marketing expenses.

Other

·

Interest income for the year ended March 31, 2017 increased to ¥3.6 million or by ¥2.0 million from ¥1.7 million for the year ended March 31, 2016, due primarily to increase in cash and cash equivalent balances during the year.

·

Interest expense for the year ended March 31, 2017 increased to ¥125.7 million or by ¥71.0 million from ¥54.8 million for the year ended March 31, 2016, due primarily to an increase in debt balances for the during the year.

·

We recorded gain on derivatives for the year ended March 31, 2017 of ¥43.3 million compared to loss on derivatives of ¥258.2 million in the prior year which was resulted primarily from the cross currency interest rate swaps.

·

We incurred foreign exchange loss of ¥13.8 million for the year ended March 31, 2017, compared to gain of ¥161.7 million for the year ended March 31, 2016. The negative impact was due to an increase in U.S dollar denominated receivables from foreign subsidiaries and the continuing strong Japanese yen.

·

Dividend income for the year ended March 31, 2017 was ¥14.4 million, compared to ¥11.3 million for the year ended March 31, 2016.

·

Other loss for the year ended March 31, 2017 was ¥60.3 million, or increased by ¥40.2 million, compared to ¥20.1 million for the year ended March 31, 2016, primarily related to increase in miscellaneous income deductions.

Income taxes (benefit)

Income tax (benefit) for the year ended March 31, 2017 was ¥ (458.1) million, compared with an income tax of ¥183.1 million for the year ended March 31, 2016. Our effective tax rates for the years ended March 31, 2016 and 2017 were negative 80.1% and positive 34.7%, respectively. The negative effective tax rate in the prior year was primarily due to an increase in acquisition-related costs and earn-out expenses which are not deductible for tax purpose and an increase in valuation allowance against deferred tax assets related to net operating loss carryforwards of certain subsidiaries. The positive effective tax rate of 34.7% for the year ended March 31, 2017 was primarily due to a decrease in valuation allowance of deferred tax assets as we expect to utilize net operating losses of foreign subsidiaries.

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Net income (loss) attributable to FRONTEO, Inc. shareholders

Net loss attributable to FRONTEO, Inc. shareholders for the year ended March 31, 2017 was ¥865.1 million compared with net loss attributable to FRONTEO, Inc. shareholders of ¥417.6 million in the prior year, due to an increases in the cost of revenue and selling, general and administrative expenses as described above, partially offset by income tax benefit attributable to operating loss for the year.

Fiscal Year Ended March 31, 2016 Compared to Fiscal Year Ended March 31, 2015

Total revenue

Total revenue for the year ended March 31, 2016, increased by ¥4,251.3 million, or 67.4%, to ¥10,556.2 million compared with the year ended March 31, 2015 of ¥6,304.9 million. The increase in total revenue was due primarily to the acquisition of EvD, the successful acquisition of new large accounts in the United States, and the strengthened pipeline contributed by the acquisitions of TLS and EvD. Revenue from the U.S. segment for outside customers for the year ended March 31, 2016 increased by ¥3,439.2 million, or by 123.5% to ¥6,223.7 million representing 59.0% of consolidated revenue.

Revenue from our eDiscovery services increased by ¥4,186.5 million, or 71.4%, to ¥10,046.1 million in the year ended March 31, 2016 from ¥5,859.6 million in the comparable period in the previous year. The increase in revenue from our eDiscovery business was due to the acquisition of EvD, as described above.

Revenue from legal and compliance professional services (LCPS) and other services were ¥510.1 million, which increased 14.5% from the previous fiscal year. The increase was due primarily to increase in revenue from forensic tool and software. The increase was attributable to “Lit i View XAMINER”, “Lit i View EMAIL AUDITOR” and other software driven by KIBIT, our AI technology.

Cost of revenue

Cost of revenue for the year ended March 31, 2016 increased by ¥2,606.0 million, or 83.0%, to ¥5,746.1 million from ¥3,140.1 million for the year ended March 31, 2015. The majority of this increase was primarily due to labor and facility cost caused by our acquisition of TLS and EvD, and related facility consolidation in the U.S. Total of those cost for the year ended March 31, 2016 increased by ¥1,474.6 million to ¥1,826.6 million. The increase was also attributable to outside labor cost and software license fees to run our review business which increased by ¥438.1 million to ¥672.1 million.

Selling, general and administrative expenses

Selling, general and administrative expenses increased for the year ended March 31, 2016 by ¥1,989.4 million, or 69.5%, to ¥4,853.5 million from ¥2,864.1 million for the year ended March 31, 2015. This was due primarily to labor and facility costs for TLS and EvD of ¥1,145.7 million, increased sales and marketing spending to launch new business in healthcare and digital marketing area, EvD acquisition-related costs of ¥254.9 million, earn-out expenses of ¥198.7 million, and the amortization cost of intangible assets of ¥151.8 million that was expensed during the year ended March 31, 2016.

Operating income (loss)

We incurred an operating loss of ¥70.3 million for the year ended March 31, 2016, which is ¥345.7 million lower than our operating income of ¥275.4 million for the year ended March 31, 2015. This decrease was primarily due to the increase of sales and marketing spending for new business in healthcare and digital marketing area, and EvD acquisition-related expenses and earn-out expenses.

Other

·

Interest income for the year ended March 31, 2016 decreased by 1.6% to ¥1.7 million, from ¥1.7 million for the year ended March 31, 2015, due primarily to decrease in cash and cash equivalent balances during the year.

·

Interest expense for the year ended March 31, 2016 increased by 94.5% to ¥54.8 million, from ¥28.2 million for the year ended March 31, 2015, due primarily to an increase in debt balances for the acquisition of EvD during the year.

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·

We recorded loss on derivatives for the year ended March 31, 2016 of ¥258.2 million which was resulted primarily from the cross currency interest rate swaps.

·

Foreign currency exchange gain for the year ended March 31, 2016 was ¥161.7 million, compared to ¥200.4 million for the year ended March 31, 2015. The negative impact was due to an increase in U.S dollar denominated long term bank borrowings and the continuing strong Japanese yen.

·

Dividend income for the year ended March 31, 2016 increased by 25.0% to ¥11.3 million, compared to ¥9.0 million for the year ended March 31, 2015.

·

Other loss for the year ended March 31, 2016 increased by ¥20.1 million, compared to ¥0.1 million for the year ended March 31, 2015, due primarily to an increase in loss on disposal of fixed assets related to the facility consolidation in the U.S.

Income taxes (benefit)

Income tax for the year ended March 31, 2016 was ¥183.1 million, compared with an income tax of ¥238.1 million for the year ended March 31, 2015. Our effective tax rates for the years ended March 31, 2015 and 2016 were 52.0% and negative 80.1%, respectively. The increase in our effective tax rate was primarily due to an increase in acquisition-related costs and earn-out expenses which were not deductible for tax purpose and an increase in valuation allowance against deferred tax assets related to net operating loss carryforwards of certain subsidiaries.

Net income (loss) attributable to FRONTEO, Inc. shareholders

Net loss attributable to FRONTEO, Inc. shareholders for the year ended March 31, 2016 was ¥417.6 million compared with net income in the prior year of ¥218.5 million, due to an increases in the selling, general and administrative expenses to launch healthcare and digital marketing business, costs and earn-out expenses related to acquisition of EvD and loss on derivatives.

Operating Segments

Operating segments are defined as components of the Company that engage in business activities from which the Company earns revenues and incurs expenses and for which separate financial information is available to be evaluated regularly by the chief operation decision maker in deciding how to allocate resources and in assessing performance.

The Company provides a variety of eDiscovery and forensic services which are provided by FRONTEO and its domestic subsidiaries for domestic (Japanese) clients, FRONTEO USA, Inc.  and FRONTEO Government Services, Inc. , and U.S. based wholly-owned subsidiaries of FRONTEO, Inc., for clients based in the U.S. or represented by U.S. -based attorneys who contracted FRONTEO USA, Inc. and FRONTEO Government Services, Inc., and by other foreign subsidiaries for foreign clients other than those who contracted FRONTEO USA, Inc. and FRONTEO Government Services, Inc.

FRONTEO and its domestic subsidiaries also provide AI based business, such as healthcare and data marketing.

Our legal service operations in Japan, the U.S. and other (which includes South Korea and Taiwan), and AI based service in Japan have been identified as the four operating and reportable segments of the Company.

Our Chief Executive Officer, who is also the Company’s chief operating decision maker, regularly reviews the performance of the four operating segments and makes decisions regarding allocation of resources. Our chief operating decision maker utilizes various measurements which include revenues, operating income or loss and segment assets to assess segment performance and allocate resources to segments.

AI based service in Japan segment has met a quantitative threshold for the year ended March 31, 2017 and the segment data for the year ended March 31, 2016 were presented for comparative purposes. No restated segment data for the year ended March 31, 2015 has been presented because AI based service did not exist in that period. 

Each legal service segment recognizes revenue for which the segment has a direct contractual relationships with its clients. If our services are contracted between a law firm in the U.S. and FRONTEO USA, Inc. or FRONTEO Government Services, Inc., revenue is recorded by the U.S. segment although the end corporate client may be located in areas other than the U.S.

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Our reportable segments are the same as our operating segments. Segment information for the years ended March 31, 2015, 2016 and 2017 is as follows:

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

    

2015

    

2016

    

2017

 

Japan-legal

 

 

 

 

 

 

 

 

 

 

Outside customers

 

¥

3,105,983

 

¥

3,726,683

 

¥

3,740,903

 

Intersegment*(1)

 

 

739,796

 

 

844,455

 

 

571,889

 

Total

 

 

3,845,779

 

 

4,571,138

 

 

4,312,792

 

 

 

 

 

 

 

 

 

 

 

 

Japan-AI

 

 

 

 

 

 

 

 

 

 

Outside customers

 

¥

 

¥

118,915

 

¥

288,012

 

U.S.

 

 

 

 

 

 

 

 

 

 

Outside customers

 

 

2,784,470

 

 

6,223,652

 

 

6,800,966

 

Intersegment*(1)

 

 

121,546

 

 

101,628

 

 

179,763

 

Total

 

 

2,906,016

 

 

6,325,280

 

 

6,980,729

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

Outside customers

 

 

384,007

 

 

483,758

 

 

377,850

 

Intersegment*(1)

 

 

124,488

 

 

138,977

 

 

47,876

 

Total

 

 

508,495

 

 

622,735

 

 

425,726

 

 

 

 

 

 

 

 

 

 

 

 

Eliminations

 

 

(985,830)

 

 

(1,085,061)

 

 

(799,529)

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue after eliminations

 

 

6,274,460

 

 

10,553,007

 

 

11,207,730

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments*(2)

 

 

30,466

 

 

3,229

 

 

13,045

 

 

 

 

 

 

 

 

 

 

 

 

Total consolidated revenue

 

¥

6,304,926

 

¥

10,556,236

 

¥

11,220,775

 


*(1)  Intersegment transaction prices and other conditions are determined based on market prices and total costs of transactions.

*(2)  These amounts primarily represent the net impact of adjustments arising from the differences in timing of the revenue recognition under U.S. GAAP and Japanese GAAP.

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Segment Performance Measure:

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

    

2015

    

2016

    

2017

 

Segment profit (loss)

 

 

 

 

 

 

 

 

 

 

Japan

 

¥

303,149

 

¥

557,597

 

¥

698,608

 

Japan-AI

 

 

 

 

 

(527,420)

 

 

(728,926)

 

U.S.

 

 

39,926

 

 

35,013

 

 

(1,132,981)

 

Other

 

 

(77,006)

 

 

3,933

 

 

(43,363)

 

 

 

 

 

 

 

 

 

 

 

 

Total segment profit after eliminations

 

 

266,069

 

 

69,123

 

 

(1,206,662)

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments*(3)

 

 

9,353

 

 

(139,402)

 

 

27,811

 

 

 

 

 

 

 

 

 

 

 

 

Total consolidated operating income (loss)

 

 

275,422

 

 

(70,279)

 

 

(1,178,851)

 

 

 

 

 

 

 

 

 

 

 

 

Unallocated amounts:

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

1,699

 

 

1,672

 

 

3,634

 

Interest expense

 

 

(28,177)

 

 

(54,793)

 

 

(125,743)

 

Gain(loss) on derivatives

 

 

 —

 

 

(258,205)

 

 

43,594

 

Foreign currency exchange gains (losses)

 

 

200,438

 

 

161,680

 

 

(13,751)

 

Dividend income

 

 

9,000

 

 

11,250

 

 

14,400

 

Other-net

 

 

(85)

 

 

(20,075)

 

 

(60,255)

 

 

 

 

 

 

 

 

 

 

 

 

Total consolidated income (loss) before income taxes

 

¥

458,297

 

¥

(228,750)

 

¥

(1,316,972)

 


*(3)  Adjustments primarily relate to differences between U.S. GAAP and Japanese GAAP for revenue recognition, amortization of goodwill, remeasurement of earn-out and vacation allowance expenses for employees.

Segment Assets:

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

    

2016

    

2017

 

Segment assets

 

 

 

 

 

 

 

Japan

 

¥

11,586,133

 

¥

12,334,732

 

Japan-AI

 

 

358,045

 

 

3,468,157

 

U.S.

 

 

7,658,961

 

 

8,600,034

 

Others*(4)

 

 

720,152

 

 

734,277

 

 

 

 

 

 

 

 

 

Eliminations

 

 

(7,404,501)

 

 

(8,978,328)

 

 

 

 

 

 

 

 

 

Total segment assets after eliminations

 

 

12,918,790

 

 

16,158,872

 

 

 

 

 

 

 

 

 

Adjustments*(5)

 

 

(52,135)

 

 

86,736

 

 

 

 

 

 

 

 

 

Total consolidated assets

 

¥

12,866,655

 

¥

16,245,608

 


*(4)  The Company recognized an impairment loss on long-lived assets of ¥5,144 thousand for the year ended March 31, 2016 consisted of property, plant and equipment owned by a subsidiary in Taiwan.

*(5)  Adjustments primarily relate to differences between U.S. GAAP and Japanese GAAP for revenue recognition, depreciation and amortization and deferred tax assets.

Capital expenditures on long-lived assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

    

2015

    

2016

    

2017

 

Capital expenditures

 

 

 

 

 

 

 

 

 

 

Japan

 

¥

575,196

 

¥

300,447

 

¥

616,757

 

Japan-AI

 

 

 

 

155,442

 

 

384,606

 

U.S.

 

 

89,463

 

 

660,982

 

 

361,777

 

Others

 

 

24,628

 

 

8,982

 

 

6,331

 

 

 

 

 

 

 

 

 

 

 

 

Total consolidated capital expenditures

 

¥

689,287

 

¥

1,125,853

 

¥

1,369,471

 

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Capital expenditures relate to property and equipment, capitalized computer software costs and other intangible assets on an accrual basis, other than those disclosed in Note 2 of the notes to the consolidated financial statements.

Other Significant Items:

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

    

2015

    

2016

    

2017

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

Japan

 

¥

431,287

 

¥

474,533

 

¥

444,094

 

Japan-AI

 

 

 

 

48,504

 

 

125,715

 

U.S.

 

 

113,768

 

 

313,025

 

 

429,618

 

Others

 

 

42,703

 

 

47,545

 

 

39,769

 

 

 

 

 

 

 

 

 

 

 

 

Total depreciation and amortization

 

 

587,758

 

 

883,607

 

 

1,039,196

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments*(6)

 

 

1,774

 

 

12,218

 

 

9,431

 

 

 

 

 

 

 

 

 

 

 

 

Total consolidated depreciation and amortization

 

¥

589,532

 

¥

895,825

 

¥

1,048,627

 


*(6)  Adjustments primarily relate to differences between U.S. GAAP and Japanese GAAP for depreciation and amortization.

Entity-Wide Information:

For the year ended March 31, 2015, revenue from Samsung Electronics Co., Ltd. and TMI Associates amounted to ¥1,969,335 thousand and ¥641,074 thousand, respectively, representing approximately 31.4% and 10.2%, respectively, of the total revenue.

For the year ended March 31, 2016, revenue from Samsung Electronics Co., Ltd. and TMI Associates amounted to ¥1,657,074 thousand and ¥1,022,656 thousand, respectively, representing approximately 15.6% and 9.7%, respectively, of the total revenue.

For the year ended March 31, 2017, revenue from TMI Associates amounted to ¥1,253,860 thousand, representing approximately 11.2% of the total revenue.

The information concerning revenue by service categories for the years ended March 31, 2015, 2016 and 2017, is presented below:

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

    

2015

    

2016

    

2017

 

eDiscovery

 

 

 

 

 

 

 

 

 

 

Review

 

¥

832,492

 

¥

1,998,276

 

¥

2,630,785

 

Other

 

 

5,027,090

 

 

8,047,850

 

 

7,830,595

 

Total

 

 

5,859,582

 

 

10,046,126

 

 

10,461,380

 

Investigation

 

 

299,095

 

 

283,957

 

 

304,233

 

AI

 

 

 —

 

 

118,914

 

 

288,011

 

Sales of software

 

 

24,344

 

 

41,054

 

 

44,523

 

Sales of forensic tools

 

 

21,926

 

 

41,794

 

 

29,971

 

Forensic training

 

 

6,325

 

 

9,990

 

 

12,485

 

Other

 

 

93,654

 

 

14,401

 

 

80,172

 

Total revenue

 

¥

6,304,926

 

¥

10,556,236

 

¥

11,220,775

 

Long-lived assets held in Japan, Japan-AI, the U.S., and Other as of March 31, 2017 were ¥308.4 million, ¥66.9 million, ¥771.7 million and ¥29.8 million, respectively. Long-lived assets include property and equipment.

Application of Critical Accounting Policies and Estimates

In reviewing our consolidated financial statements, you should consider the sensitivity of our reported financial condition and results of operations to changes in the conditions and assumptions underlying the estimates and judgments made by management in applying critical accounting policies.

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The preparation of financial statements requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods presented. Actual results may differ from these estimates, judgments and assumptions. Note 1 to our annual consolidated financial statements includes a summary of the significant accounting policies used in the preparation of our financial statements. Certain accounting policies are particularly critical their significance to our reported results and the possibility that future events may differ significantly from the conditions and assumptions underlying the estimates used and judgments made by management in preparing our financial statements.

We have discussed the development and selection of critical accounting policies and estimates with our Board of Directors, and the Board of Directors has reviewed the disclosure relating to these, which are included in this annual report. For all of these policies, we caution that future events rarely develop exactly as forecast, and even the best estimates may require adjustment.

Revenue recognition

We have agreements with customers pursuant to which we perform various services. A majority of the our revenue relates to fees earned for the month-to-month performance of eDiscovery and forensic services. Such services include data collection, data processing, data hosting, data review, and document production services. The fees that we earn and bill for these services vary primarily based on the hours of service provided, the volume of documents reviewed or produced, the amount of data processed or stored. The scope and volume of services to be performed can change depending on customers’ requests, which are made on an optional and “as needed” basis, and customers may choose not to request additional services or may obtain similar services from other service providers.

We recognize revenue for eDiscovery and forensic services based on the agreed-upon prices and volume of services performed during the period. For these contractual arrangements, we have identified each deliverable service element. Based on management’s evaluation of each element, it was determined that each element delivered has standalone value to the customers because we or other vendors sell such services separately from any other services/deliverables. Accordingly, each of the service elements in the multiple element case qualifies as a separate unit of accounting. We use the best estimate of sales price based on the price it charges when it sells an element on a standalone basis, which is generally consistent with the stated prices in the arrangements, and allocates revenue to the various units of accounting in the arrangements based on the stated prices.

We also enter into multiple-element arrangements for software sales which includes undelivered elements that are not essential to the functionality of the delivered software and such undelivered elements only consist of post contract support. We account for them in accordance with ASC 985-605, “Software-Revenue Recognition.” We have not been able to establish a vendor-specific objective evidence of fair value(“VSOE”) of fair value to allocate the fee to the separate elements and thus recognize the entire arrangement fee on a straight-line basis over the contract period.

We recognize revenue for each separate unit of accounting when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the fee is fixed or determinable, and collectability is reasonably assured.

We have revenue related to the reimbursement of certain direct costs by customers, primarily transportation. Reimbursed transportation and other reimbursable direct costs are recorded gross in the consolidated statements of operations as “Operating revenue from reimbursed direct costs” and as “Reimbursed direct costs.”

Useful lives of property and equipment

Property and equipment, net, recorded on our balance sheet was ¥1,177.2 million as of March 31, 2017, representing 7.2% of our total assets. The values of our property and equipment, including assets under capital leases which are primarily office equipment, are recorded in our financial statements at cost, while depreciation and amortization are computed using the straight-line method based on either the estimated useful lives of assets or the lease period, whichever is shorter.

Our depreciation expenses for property and equipment for the years ended March 31, 2015, 2016 and 2017 were ¥246.0 million, ¥341.0 million and ¥351.8 million, respectively.

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We estimate the useful lives of property and equipment in order to determine the amount of depreciation and amortization expense to be recorded in each fiscal year. We determine the useful lives of our assets at the time the assets are acquired and base our determinations on expected use, experience with similar assets as well as taking into account anticipated technological or other changes. Estimated useful lives by major asset classes as of March 31, 2017, were as follows:

Leasehold improvements

6 to 15 years

Furniture and fixtures

4 to 20 years

Computers

5 years

Assets under capital leases, primarily office equipment

5 to 7 years

If technological or other changes were to occur more rapidly or in a different form than anticipated or the intended use changes, the useful lives assigned to these assets may need to be shortened, or we may need to sell or write off the assets, resulting in recognition of increased depreciation and amortization or losses in future periods.

Useful lives of capitalized computer software

Capitalized computer software costs, net recorded on our balance sheet were ¥963.2 million as of March 31, 2017, representing 5.9% of our total assets. The values of our capitalized computer software costs are recorded in our financial statements at cost, and amortization is computed using the straight-line method based on the estimated useful life of the software.

Certain internal software development costs incurred in the creation of computer software products for internal use are capitalized when the preliminary project phase is completed and when management, with the relevant authority, authorizes and commits funding to the project and it is probable that the project will be completed and the software will be used to perform the function intended. Amortization of capitalized computer software costs begins in the period each module or component of the product is ready for its intended use.

Our amortization expense for capitalized computer software costs for the fiscal years ended March 31, 2015, 2016 and 2017 were ¥302.8 million, ¥374.5 million and ¥455.9 million, respectively.

Business Combinations

We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired, including in process research and development (“IPR&D”), if any, based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. We engage independent third-party appraisal firms to assist us in determining the fair values of assets acquired and liabilities assumed. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets.

Critical estimates in valuing certain intangible assets include but are not limited to future expected cash flows and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

Goodwill and Intangible Assets

Goodwill is not amortized and is tested annually for impairment of each fiscal year and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value below its carrying amount. In assessing goodwill for impairment, we have the option to first perform a qualitative assessment to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Reporting units are our operating segments or one level below the operating segments. If we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, no additional tests to assess goodwill for impairment are required to be performed. If we conclude otherwise or elect not to perform the qualitative assessment, then it is required to perform the first step of a two-step impairment review process. In the fiscal year ended March 31, 2015 and thereafter, we elected to perform the aforementioned qualitative assessment of goodwill as of the measurement date of January 1. During the year ended March 31, 2017, we performed quantitative assessment of goodwill and confirmed that the carrying amount of a reporting unit exceeded its fair value. Intangible assets with finite useful lives are amortized on a straight-line basis over the estimated useful life.

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Intangible assets primarily consist of customer relationships and trademarks. We have estimated the weighted average amortization periods for the customer relationship, noncompete agreement, favorable leases, trademarks to be 15 years, 3 years and 3 years, and 10 years, respectively.

Valuation of investments

We have investments in securities, and the valuation of investments requires us to make judgments using information that is generally uncertain at the time, such as assumptions regarding near-term prospects. As of March 31, 2017, we had available-for-sale securities of ¥500.4 million and cost method investments of  ¥15 thousand. We routinely assess the impairment of our investments by considering whether any decline in value is other-than-temporary. The factors we consider are:

·

the duration of the decline in value of the security and the severity of the decline;

·

the financial condition and near term prospects of the investee;  and

·

our intent and ability to hold the equity security until forecasted recovery.

No losses on impairment of investments in certain marketable equity securities were recognized for the years ended March 31, 2015, 2016, and 2017.

Investments in equity securities that have readily determinable fair value and are classified as available-for-sale securities are accounted for at fair value with unrealized gains and losses excluded from earnings. The changes in fair value of investment in equity securities which are reported in other comprehensive income, net of tax are an increase of ¥89.7 million, an increase of ¥78.2 million and a decrease of ¥15.8 million for the years ended March 31, 2015, 2016 and 2017, respectively.

Share-Based Compensation

We measure the cost of employee services received in exchange for an award of equity instruments at the fair value of the award on the grant-date and recognize the cost over the period which the employee is required to provide services in exchange for the award. Compensation expenses are recognized on a straight-line basis over the requisite service period of the awards which are expected to vest. We measure the cost of non-employee services received in exchange for an award of equity instruments at fair value. The fair value of awards granted to non-employees is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. We recognize the cost on a straight-line basis over the vesting period, which is generally the service contract term during which services are rendered by the non-employees.

The Black-Scholes valuation model is used to determine the fair value of our stock option awards and related share-based compensation expense. Determining the fair value of share based awards at the grant date requires judgment. The determination of the grant date fair value of options using an option-pricing model is affected by common stock price at grant date as well as assumptions regarding a number of other complex and subjective variables. If any of the assumptions used in the Black-Scholes valuation model changes significantly, share-based compensation for future awards may differ materially compared with the awards granted previously. In valuing our options, we make assumptions about risk-free interest rates, expected dividend yields, expected volatility, and expected term (contractual term for non-employees), including estimated forfeiture rates of the options.

·

Risk-free interest rate:  Risk-free interest rates are derived from the Japanese government bond interest rate for the expected or contractual term as of the option grant date.

·

Expected dividend yields:   Expected dividend yields are based on actual dividend payments and expected payments in the future which are approved by the Board of Directors before the option grant date.

·

Expected Volatility:  Expected volatility is estimated based upon the historical volatility of our share price over a period commensurate with the expected or contractual term, adjusted for the effect of changes expected in the future.

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·

Expected term (contractual term for non-employees):  The expected term of the stock options granted to employees is estimated based on historical employee exercise patterns associated with prior similar option grants. The term of the stock options granted to non-employees is estimated based on the contractual term.

·

Forfeiture rate:  Based on historical forfeiture information, we estimate the number of forfeitures prior to vesting on the grant date. The effect of subsequent changes in estimated forfeitures is recognized through a cumulative adjustment in the period in which the forfeitures occurs.

We recorded ¥27.2 million, ¥78.4 million and ¥53.0 million as share-based compensation expense for the years ended March 31, 2015, 2016 and 2017, respectively.

Income taxes

Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes and tax loss carryforwards. These deferred taxes are measured using the currently enacted tax rates in effect for the year in which the temporary differences or tax loss carryforwards are expected to reverse. Valuation allowances are provided against deferred tax assets when it is more likely than not that a tax benefit will not be realized. We recognize the financial statement effect of uncertain tax positions when it is more likely than not, based on the technical merits, that the tax positions will be sustained upon examination by the tax authorities. Benefits from tax positions that meet the more-likely-than-not recognition threshold are measured at the largest amount of benefit that is greater than 50% likely of being realized upon settlement. Accrued interest and penalties related to the unrecognized tax benefits are included in income tax expense in the consolidated statements of operations. We had no unrecognized tax benefits during the years ended March 31, 2015, 2016 and 2017.

Although we believe that the amount of net deferred tax assets will be realized, this could change in the near term if estimates of future taxable income are revised and the effect on our consolidated financial position and results of operations could be significant.

Reconciliations between the amount of reported income tax expense (benefit) and the amount of income tax expense (benefit) computed using the normal statutory tax rate for the years ended March 31, 2015, 2016 and 2017 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

    

2015

    

2016

    

2017

 

Amount computed using normal Japanese statutory tax rate

 

¥

163,336

 

¥

(75,716)

 

¥

(403,257)

 

Increase (decrease) in taxes resulting from:

 

 

 

 

 

 

 

 

 

 

Change in valuation allowance

 

 

31,545

 

 

44,004

 

 

48,845

 

Change in statutory tax rate

 

 

15,798

 

 

18,074

 

 

 —

 

Share-based compensation expense

 

 

6,927

 

 

21,531

 

 

(7,814)

 

Earnings of foreign subsidiaries taxed at different rates from the statutory rate in Japan

 

 

15,776

 

 

14,475

 

 

(104,407)

 

Officers’ remuneration not deductible for tax purpose

 

 

4,870

 

 

 —

 

 

 —

 

Research and development tax credit

 

 

(7,513)

 

 

 —

 

 

(5,748)

 

Non-deductible acquisition costs and earn-out liabilities adjustment

 

 

 —

 

 

157,739

 

 

 —

 

Others-net

 

 

7,355

 

 

3,018

 

 

14,272

 

Income tax expense (benefit) as reported

 

¥

238,094

 

¥

183,125

 

¥

(458,109)

 

The change in the valuation allowance for the year ended March 31, 2015 includes an increase of ¥20,536 thousand in the valuation allowance of the foreign subsidiaries in Taiwan and a domestic subsidiary as of March 31, 2015 for the deferred tax assets arising from their operating loss carryforwards incurred during the year ended March 31, 2015 and an increase of ¥28,395 thousand in the valuation allowance for the deferred tax assets arising from acquisition-related costs, and a decrease of ¥16,262 thousand in the valuation allowance for the deferred tax assets arising from research and development tax credits.

The change in the valuation allowance for the year ended March 31, 2016 includes an increase of ¥61,670 thousand in the valuation allowance of foreign subsidiaries in Taiwan and U.S. and domestic subsidiaries as of March 31, 2016 for the deferred tax assets arising from their operating loss carryforwards incurred during the year

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ended March 31, 2016 and a decrease of ¥17,666 thousand in the valuation allowance for the deferred tax assets of the foreign subsidiary in Korea.

The change in the valuation allowance for the year ended March 31, 2017 includes an increase of ¥50,528 thousand in the valuation allowance of foreign subsidiaries in U.S. and domestic subsidiaries as of March 31, 2017 for the deferred tax assets arising from their operating loss carryforwards incurred during the year ended March 31, 2017 and a decrease of ¥1,683 thousand in the valuation allowance for the deferred tax assets of the foreign subsidiary in Taiwan.

On March 31, 2015, amendments to Japanese tax regulations were enacted into law. As a result, the combined Japanese statutory rate was reduced from 35.64 percent to 33.10 percent from the fiscal year beginning April 1, 2015 and from 33.10 percent to 32.34 percent from the fiscal year beginning April 1, 2016. The impact of the tax law changes was a net deferred income taxes benefit of ¥15,798 thousand for the year ended March 31, 2015.

On March 29, 2016, amendments to Japanese tax regulations were enacted into law. As a result, the combined Japanese statutory rate was reduced from 32.34 percent to 30.86 percent for the two years from April 1, 2016 to March 31, 2018 and from 32.34 percent to 30.62 percent from the fiscal year beginning April 1, 2018. The impact of the tax law changes was a net deferred income taxes benefit of ¥18,074 thousand for the year ended March 31, 2016.

JOBS Act

In April 2012, the JOBS Act was enacted. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are electing to delay such adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for other companies. As a result of such election, our financial statements may not be comparable to the financial statements of other public companies.

Additionally, we are in the process of evaluating the benefits of relying on other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, as an emerging growth company, we intend to rely on certain of these exemptions, including without limitation, providing an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 and complying with any requirement that may be adopted regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis). These exemptions will apply for a period of five years following the completion of our initial public offering although if we complete a fiscal year in which we have more than $1.0 billion in annual revenues, we qualify as a “large accelerated filer,” with at least $700 million of equity securities or we issue more than $1.0 billion in non-convertible debt securities to non-affiliates in any three-year period, we would cease to be an emerging growth company as of the following March 31.

Recent Accounting Pronouncements

See Note 1 of the notes to the consolidated financial statements.

5.B.      LIQUIDITY AND CAPITAL RESOURCES

Capital Resources

Our principal sources of liquidity are cash and cash equivalents, cash flows from operating activities, and issuances of short-term and long-term bank borrowings and equity securities. As of March 31, 2017, we had cash and cash equivalents of ¥4,533.1 million.

Short-term and long-term bank borrowing

Short-term and long-term bank borrowings provide us with important sources of funds for acquisitions of business and capital equipment as well as for working capital needs to support business growth and technology development.

As of March 31, 2016 and 2017, the Company’s short-term debt consisted of bank borrowings of ¥52,000

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thousand and ¥1,000,000 thousand, respectively with a weighted average interest rate of 0.5%.

Under a ¥700.0 million five-year syndicated loan arrangement entered into with a consortium of banks on September 27, 2011, we borrowed ¥350 million when the arrangement was signed and an additional ¥350 million in May 2012. As of March 31, 2016 and 2017, the balance of such borrowings was  ¥87.5 million and ¥0, respectively, as the loan balance was fully paid off on September 30, 2016 upon the maturity of the loan arrangement.

On December 28, 2012, we entered into a short-term revolving credit facility agreement with a consortium of Japanese banks in an aggregate principal amount of ¥1,000 million that originally matured on December 27, 2013. The Company renewed the agreement to extend the maturity to December 22, 2017. Any further extension of the maturity date of the credit facility is subject to the consortium’s approval. As of March 31, 2017, the balance of borrowings under this facility was ¥1,000 million. The Company entered into a ¥90 million one year bank overdraft agreement with certain bank for which the unused balance outstanding as of March 31, 2017 was ¥90 million.

Bank of Tokyo Mitsubishi UFJ has been our main financing bank since our founding. Bank of Tokyo Mitsubishi UFJ arranged our syndicated loan and short-term revolving credit facility. On July 26, 2016, we entered in to a ¥1,000 million syndicated loan arrangement with a consortium of banks, and on September 27, 2016, we entered into a ¥300 million six year syndicated loan arrangement with a consortium of banks. The Company borrowed ¥1,300 million with both agreements, and the balance of such borrowings as of March 31, 2017 was ¥1,300 million.

On July 28, 2015, we entered into a short-term loan agreements with the Bank of Tokyo-Mitsubishi UFJ, Ltd. (“MUFJ”) and Sumitomo Mitsui Banking Corporation (“SMBC”) of a principal of ¥1,800 million for an each institution, to meet the financial requirements arising from the acquisition of EvD. The maturity date was January 29, 2016 for MUFJ and October 28, 2015 for SMBC. We refinanced twice for the borrowing from SMBC in the same institute which had the maturity dates of November 27, 2015 and 24 December 24, 2015 respectively. The borrowing rates for MUFJ and SMBC were TIBOR plus 0.2% per annum and the institution’s procurement interest rate in short-run market plus 0.3% per annum, respectively. After the acquisition of EvD, our management decided to implement a refinancing with long-term loans as part of a loan program through the Japan Bank for International Cooperation (“JBIC”) that supports the investments of Japanese companies in foreign countries. On November 30, 2015, we entered into a long-term loan agreements (the “JBIC-loan”) with MUFJ and SMBC in an aggregated principal of $20,440 thousand and ¥1,706 million from each institution utilizing the program of JBIC, and one of two tranches was executed on December 24, 2015. The borrowing is provided in twice, and the borrowing rates vary by currency and tranche. For MUFJ the borrowing rates are LIBOR plus 0.5% per annum for U.S. dollar-dominated borrowings and TIBOR plus 0.2% per annum for Japanese yen-dominated borrowings. For SMBC, LIBOR plus 0.3% per annum for US dollar-dominated borrowings and 0.5% or TIBOR plus 0.3% per annum for Japanese yen-dominated borrowings. The maturity date for both loans is December 24, 2020. As of March 31, 2016 and 2017, the balances of such borrowings were ¥3,565.3 million and ¥3,621.4 million, respectively. There are restrictive covenants related to the JBIC-loan including requirements to maintain a minimum level of net assets and ordinary income in our stand-alone and consolidated financial statements, measured under Japanese GAAP. We are required to maintain net assets at a level which is at least 75% of (a) net assets as of March 31, 2015; ¥5,032,824 thousand on a stand-alone basis and ¥5,220,772 thousand on a consolidated basis under Japanese GAAP or (b) net assets at the end of the previous year, whichever is higher. The ordinary income covenant states that FRONTEO and the Company shall not record ordinary losses in any two consecutive fiscal years.

In December 2016, the Company issued zero coupon convertible bonds due November 2019 in the aggregate face amount of ¥2,500 million for ¥2,500 million. The notes were convertible to equity shares at the option of the holders at a price of ¥813 per share at any time on or after December 1, 2016. The Company was required to bifurcate the embedded features contained in the notes for accounting purposes and recognized additional paid-in capital of ¥100.3 million. During the year ended March 31, 2017, prior to the maturity date, convertible bonds with a face amount of ¥1,250 million were converted into 1,537,502 equity shares of the Company at a conversion price of ¥813 per share. FRONTEO recorded an increase of ¥625 million in “Common stock” and ¥619.4 million, net of issuance cost of ¥5.6 million in “Additional paid-in capital.” The carrying amount of these notes, with the accretion of discounts, is included in “Long-term debt” in the Company’s consolidated balance sheets.

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Cash flows from operating activities

We generated (used) ¥1,014.0 million, ¥616.2 million and ¥(390.8) million of cash from operating activities for the years ended March 31, 2015, 2016 and 2017, respectively. The following table sets out information on our cash flows for the years indicated:

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended March 31,

 

 

    

2015

    

2016

    

2017

    

 

 

(thousands of yen)

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

¥

1,013,980

 

¥

616,240

 

¥

(390,794)

 

Net cash used in investing activities

 

 

(1,413,188)

 

 

(4,710,421)

 

 

(953,077)

 

Net cash provided by financing activities

 

 

1,684,300

 

 

3,212,916

 

 

4,066,472

 

Effect of foreign currency exchange rate changes on cash and cash equivalents

 

 

54,725

 

 

(41,036)

 

 

14,621

 

Net increase (decrease) in cash and cash equivalents

 

 

1,339,817

 

 

(922,301)

 

 

2,737,222

 

Cash and cash equivalents, beginning of year

 

 

1,378,444

 

 

2,718,261

 

 

1,795,960

 

Cash and cash equivalents, end of year

 

¥

2,718,261

 

¥

1,795,960

 

¥

4,533,182

 

Year ended March 31, 2017 as compared to the year ended March 31, 2016

Net cash used in operating activities was ¥390.8 million in the year ended March 31, 2017, a decrease of ¥1,007.0 million compared to net cash provided by operating activities of ¥616.2 million in the year ended March 31, 2016. This was primarily due to an increase in net loss by ¥447.0 million to ¥858.9 million in the year ended March 31, 2017 compared to net loss of ¥411.9 million in the year ended March 31, 2016 and an increase in deferred income tax benefit by ¥468.7 million to ¥498.9 million in the year ended March 31, 2017 compared to ¥30.2 million in the year ended March 31, 2016. We paid ¥515.6 million of income taxes during the year ended March 31, 2016 and received income tax refund of ¥10.8 million during the year ended March 31, 2017. Our days of sales outstanding in trade accounts receivable as of March 31, 2016 and 2017 were approximately 82 days and 88 days, respectively.

Net cash used in investing activities decreased to ¥953.1 million in the year ended March 31, 2017 from ¥4,710.4 million in the year ended March 31, 2016, or a decrease by ¥3,757.3 million. This decrease was primarily attributable to the prior year acquisition of EvD, the cost of which was amounted to ¥3,433.1 million. The decrease was partially offset by the capitalized software of ¥486.2 million and property and equipment of ¥328.4 million to support the expansion of our business for the year ended March 31, 2017.

Net cash provided by financing activities in the year ended March 31, 2017 was ¥4,066.5 million, an increase of ¥853.6 million from ¥3,212.9 million in the year ended March 31, 2016. Net cash provided by financing activities in the year ended March 31, 2017 primarily consisted of the proceeds from the ¥4,370.0 million of short-term borrowing, the proceeds from ¥1,855.9 million of long-term bank borrowing and proceeds from the ¥2,500.0 million of issuance of convertible bonds, while net cash provided by financing activities in the year ended March 31, 2016 primarily consisted of the proceeds from the ¥3,800.0 million of short-term borrowing and the proceeds from ¥3,761.5 of long-term bank borrowing. The increases were partially offset by net cash used for repayment of short-term debt in the years ended March 31, 2016 and 2017 of ¥3,784.0 million and ¥3,422.0 million, respectively.

Year ended March 31, 2016 as compared to the year ended March 31, 2015

Net cash used in operating activities was ¥616.2 million in the year ended March 31, 2016, a decrease of ¥397.7 million compared to net cash used in operating activities of ¥1,014.0 million in the year ended March 31, 2015. This was primarily due to a decrease in net income. Net income in the year ended March 31, 2016 decreased by ¥632.1 million due to our acquisition of EvD, and the inclusion of its sales and marketing resources, and the acquisition-related expenses and earn-out liability-related expenses of ¥438 million that was expensed during the year ended March 31, 2016. We paid ¥515.6 million of income taxes during the year ended March 31, 2016 and ¥36.7 million during the year ended March 31, 2015. Our days of sales outstanding in trade accounts receivable as of March 31, 2015 and 2016 were approximately 81 days and 82 days, respectively.

Net cash used in investing activities increased to ¥4,710.4 million in the year ended March 31, 2016 from ¥1,413.2 million in the year ended March 31, 2015, an increase of ¥3,927.2 million. This increase was primarily attributable to our acquisition of EvD, the cost of which was amounted to ¥3,433.1 million. Our investment in the acquisition of property and equipment, mainly leasehold improvements of our new review center in New York, additional data storage servers to support the expansion of our business amounted to ¥673.7 million for the year ended March 31, 2016, an increase of ¥471.2 million from the year ended March 31, 2015 of ¥202.5 million.

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Further, our investments in development and upgrade of internal-use software to improve increased by ¥19.5 million during the year ended March 31, 2016 to ¥382.0 million, compared to ¥362.5 million in the year ended March 31, 2015.

Net cash provided by financing activities in the year ended March 31, 2016 was ¥3,212.9 million, an increase of ¥1,528.6 million from ¥1,684.3 million in the year ended March 31, 2015. Net cash provided by financing activities in the year ended March 31, 2016 primarily consisted of the proceeds from the ¥3,800.0 million of short-term borrowing and the proceeds from ¥3,761.5 million of long-term bank borrowing, while net cash provided by financing activities in the year ended March 31, 2015 primarily consisted of the proceeds from the ¥1,157.1 million issuance of our common stock. On the other hand, net cash used by financing activities in the year ended March 31, 2016 primarily consisted of the ¥3,784.0 million of repayment of short-term debt.

Material capital requirements

Our principal capital and liquidity needs in recent years have been for capital expenditures for the development of internal-use software and acquisition of property and equipment, mainly computers, lease payments, payments of principal and interest on outstanding borrowings and other working capital requirements.

Our capital expenditures relate primarily to the facility improvement including but not limited to our offices and review centers, the amounts paid for development of internal-use software for providing eDiscovery services and purchases of property and equipment for the development and expansion of data server storage. For the years ended March 31, 2015, 2016 and 2017, our capital expenditures were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended March 31,

 

 

    

2015

    

2016

    

2017

    

 

 

(thousands of yen)

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

¥

689,287

 

¥

1,125,853

 

¥

1,369,471

 

Our capital expenditures for the year ended March 31, 2015 related to the acquisition of data storage servers, the development of the upgraded Lit i View software and the acquisition of third-party software for internal use.

Our capital expenditures for the year ended March 31, 2016 related to the leasehold improvement in a new review center in New York, the acquisition of data storage servers, the development and upgrade of Lit i View software and the acquisition of third-party software for internal use. Our capital expenditures for the year ended March 31, 2017 relate to the development and upgrade of our Lit i View software and the acquisition of third-party software for internal use. Higher capital expenditure is expected in future years as we grow our business and expand our network of offices in Japan and the U.S.

Short-term and long-term bank borrowing

As of March 31, 2017, our short-term bank borrowings stood at ¥1,000.0 million with a weighted average interest rate of 0.5%. As of March 31, 2017, our long-term bank borrowings amounted to ¥5,439.8 million with a weighted average interest rate of 0.4%. Their maturities are at various dates through 2020.

As is customary in Japan, both short-term and long-term bank loans are made under general agreements that provide that securities and guarantees for present and future indebtedness will be given upon request of the bank, and that the bank shall have the right, as the obligations become due, or in the event of their default, to offset cash deposits against such obligations.

Working capital needs

Our principal working capital requirements are for payments for outsourced activities, rent of data center facilities and office premises, and personnel expenses. FRONTEO, Inc. leases data center facilities and office premises under cancellable operating lease arrangements with mainly two-year lease periods. FRONTEO USA,Inc. leases office premises under non-cancellable operating lease arrangements. Lease expenses related to operating leases for the years ended March 31, 2015, 2016 and 2017, were approximately ¥380.0 million, ¥823.8 million and ¥1,047.4 million, respectively. Higher levels of working capital needs are expected in future years as we grow our business and expand our network of offices in the United States, South Korea and Taiwan.

As noted in multiple parts of this annual report, we are committed to growing our sales and marketing force, expanding our internal administrative and finance capabilities and making strategic acquisitions of businesses and technologies, all with the intention of continuing the rapid growth of our operations, total revenue, operating

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revenue and net income. In order to do so, we intend to use our cash on hand, short term credit facility, bank borrowings and the net proceeds from convertible bonds. We believe that these resources are sufficient to permit us to implement our strategic plan and achieve these objectives.

Indebtedness

The following table shows our indebtedness as of March 31, 2016 and 2017:

 

 

 

 

 

 

 

 

 

 

As of March 31,

 

 

    

2016

    

2017

    

 

 

(thousands of yen)

 

 

 

 

 

 

 

 

 

Long-term debt:

 

 

 

 

 

 

 

Secured bank loans

 

¥

1,782,642

 

¥

1,810,694

 

Unsecured bank loans

 

 

2,552,718

 

 

3,629,079

 

Capital lease obligations

 

 

5,613

 

 

120,247

 

Convertible bonds

 

 

 —

 

 

1,185,502

 

Less: current portion of long-term debt

 

 

(703,986)

 

 

(808,229)

 

Long-term debt, net

 

 

3,636,987

 

 

5,937,293

 

Short-term debt:

 

 

52,000

 

 

1,000,000

 

Current portion of long-term debt

 

 

703,986

 

 

808,229

 

Total short-term debt

 

 

755,986

 

 

1,808,229

 

Total debt

 

¥

4,392,973

 

¥

7,745,522

 

5.C.      RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES

Research and Development and Product Enhancement

Research and Development

Our ability to compete in the eDiscovery and digital forensics solutions and services markets depends in part on our continuous commitment to research and development and our ability to timely introduce new solutions, technologies, features and functionality. Our research and development personnel are responsible for the design, development, testing and certification of our software solutions.

Our development efforts in AI technology were initially focused on the niche, big-data field of cross-border litigation support, but with the creation of our KIBIT, we now have the capability to analyze various types of big data. Our research is focused on addressing two key questions: how to identify information that’s important to our clients from big data, particularly information about people’s intentions and behavior, and how to effectively use the advanced knowledge of experts to analyze vast volumes of information. We are currently working to dramatically improve the quality of human intellectual activity through research that taps the knowledge of experts.

A primary goal of our research and development is to anticipate client demands and bring new solutions and new versions of existing solutions to market quickly in order to remain competitive in the marketplace. Our research and development activities are directed by individuals with significant expertise and industry experience.

Intellectual Property

 

Our intellectual property strategy has focused on protecting our proprietary technologies and on maintaining our competitive advantage over our rivals by building close relationships between our research centers, our clients and the market to accurately identify future business opportunities. Mirroring our business growth, our intellectual assets have expanded rapidly — quantitatively and qualitatively — and we have secured intellectual property rights not only in Japan, but also in the U.S. and other countries.

 

As of JuneJuly 1 2016st, 2017, in Japan, we have applied for patents for 5967 inventions and have been granted patents on 4455 of them and in the United States, we have applied for patents for 3038 inventions and have been granted patents on five5 of them. FRONTEO, LitMoreover, many trademarks have been registered in many countries across the world, including “FRONTEO,” “KIBIT,” “Lit i View, Lit i View EMAIL AUDITOR, Lit i View ANALYZER, Lit i View XAMINER, Lit i View BIG DATA CASE MANAGER, KIBIT, and Predictive Coding are registered trademarks or trademarks“Landscaping” as brands representing the uniqueness of FRONTEO, Inc. in the United States and/or other countries.above technologies.

 

We cannot be sure that patents will be granted with respect to any of our pending patent applications or with respect to any patent applications filed by us in the future, nor can we be sure that any patents that may be granted to us in the future will be commercially useful in protecting our technology. In addition, despite our efforts

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to protect our intellectual property, unauthorized parties may attempt to copy aspects of our solutions or obtain and use information that we regard as proprietary. While we cannot determine the extent to which piracy of our software solutions occurs, we expect software piracy could be a problem. For this and more comprehensive risks related to our intellectual property, please see “Risk Factors — Our failure to protect our intellectual property rights may undermine our competitive position, and subject us to costly litigation to protect our intellectual property rights.”

 

5.D.TREND INFORMATION

 

For a discussion of the trends that affect FRONTEO’s business and financial condition and results of operations, see “Information on the Company—Business Overview,” “Operating and Financial Review and Prospects — Operating Results” and “Analysis of Operating Results” and “Liquidity and Capital Resources.”

 

5.E.OFF-BALANCE SHEET ARRANGEMENTS

 

Although we generally do not utilize off-balance sheet arrangements in our operation, we enter into operating leases in the normal course of business. Our operating lease obligations are disclosed below under ‘‘Tabular Disclosure of Contractual Obligations’’ and also in Note 78 to our consolidated financial statements, beginning on page F-1.

 

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5.F.TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

 

The following table sets forth a summary of our contractual obligations and commitments as of March 31, 2016.2017.

 

Payments due by period (thousands of yen)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contractual Obligation

    

2017

    

2018

    

2019

    

2020

    

2021

    

Thereafter

    

Total

  

   

2018

   

2019

   

2020

   

2021

   

2022

   

Thereafter

   

Total

  

Long-term bank borrowings

 

¥

699,921

 

¥

556,147

 

¥

556,147

 

¥

442,855

 

¥

2,080,290

 

¥

 

¥

4,335,360

 

 

¥

774,278

 

¥

873,082

 

¥

752,734

 

¥

2,690,105

 

¥

260,000

 

¥

85,551

 

¥

5,435,750

 

Capital lease obligations

 

 

3,650

 

 

2,068

 

 

 —

 

 

 

 

 

 

 

 

5,718

 

 

 

33,951

 

 

33,301

 

 

29,892

 

 

19,001

 

 

8,125

 

 

 —

 

 

124,270

 

Convertible bonds

 

 

 —

 

 

 —

 

 

1,185,502

 

 

 —

 

 

 —

 

 

 —

 

 

1,185,502

 

Operating lease obligations

 

 

328,671

 

 

340,916

 

 

273,653

 

 

176,378

 

 

150,220

 

 

 

 

1,269,838

 

 

 

353,645

 

 

296,852

 

 

218,960

 

 

158,841

 

 

148,950

 

 

 —

 

 

1,177,248

 

Retirement and severance benefits

 

 

3,976

 

 

5,234

 

 

6,259

 

 

7,905

 

 

8,629

 

 

58,478

 

 

90,481

 

Retirement and severence benefits

 

 

8,468

 

 

8,209

 

 

9,086

 

 

10,533

 

 

9,405

 

 

36,759

 

 

82,460

 

Total

 

¥

1,036,218

 

¥

904,365

 

¥

836,059

 

¥

627,138

 

¥

2,239,139

 

¥

58,478

 

¥

5,701,397

 

 

¥

1,170,342

 

¥

1,211,444

 

¥

2,196,174

 

¥

2,878,480

 

¥

426,480

 

¥

122,310

 

¥

8,005,230

 

 

 

5.G.SAFE HARBOR

 

All information that is not historical in nature disclosed under “Item 5. Operating and Financial Review and Prospects—Off-Balance Sheet Arrangements” and “—Tabular Disclosure of Contractual Obligations” is deemed to be a forward-looking statement. See “Cautionary Statement with Respect to Forward-Looking Statements.”

 

ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

 

6.A.DIRECTORS AND SENIOR MANAGEMENT

 

Directors, statutory auditors and executive officers of the Company as of June 30, 2016,2017, and their respective business experience are listed below.  None of the persons listed below was selected as director, statutory auditor or executive officer pursuant to an arrangement or understanding with our major shareholders, customers, suppliers or others. There are no family relationships between any of the persons listed below.

 

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Directors and Executive Officers

 

 

 

 

 

 

 

Directors and Executive Officers

    

Born

    

Position/Title

 

Masahiro Morimoto

 

1966

 

Chief Executive Officer and Chairman of the Board

 

Naritomo Ikeue

 

1972

 

Executive Vice-President, Group Chief Financial Officer, Chief Operating Officer and Director

 

Hideki Takeda

 

1973

 

Director, CTO, Director,Chief Technology Officer,  Behavior Informatics Laboratories

 

Makoto Funahashi

 

1945

 

Director

 

Hirooki Kirisawa

 

1966

 

Director

 

Shuichi Seo

1959

CFO and General Manager of CEO Office

Yoshikatsu Shirai

 

1965

 

Corporate Officer, CCTO, Director,Chief Client Technology DepartmentOfficer

 

Syusaku Nozaki

 

1975

 

Corporate Officer, General Manager, Regional Operations Japan

Seiji Tezuka

1964

Corporate Officer

Kentaro Yamagishi

1967

Corporate Officer

Kenji Yamanami

1972

Corporate Officer

 

Yongmin Cho

 

1973

 

Corporate Officer

 

Andrew F. JimenezCraig Carpenter

 

19701971

 

Corporate Officer

 

 

Masahiro Morimoto:   Mr. Masahiro Morimoto founded the CompanyFRONTEO, Inc. (formerly known as UBIC, Inc.) in August 2003 and has served asbeen our Chairman and Chief Executive Officer since that date. Mr. Morimoto has also served in various senior executive positions at our principal subsidiary, FRONTEO USA (formerly known as UBIC North America), since its creation in 2007 and has served as its Chief Executive Officer and Chairman of the Board of Directors since March 2011. Prior to establishing the Company,formation of the Company.  Mr. Morimoto workedhas also been a member of the Board of Directors of FRONTEO USA, Inc., our principal subsidiary in various professional positionsthe U.S., which was formerly known as EvD, Inc. and UBIC North America, Inc. prior to the merger in July 2016. From 1989 to 1995, he worked for the Japan Maritime Self-Defense Force in various professional positions, and from 19891995 to 1995 and2003, he served in various capacities atfor Applied Materials Japan, Inc., a wholly-owned subsidiary of Applied Materials, Inc. (Nasdaq: AMAT), a provider of manufacturing equipment, services and software in the semiconductor equipment industry from 1995 to 2003.industry. We believe that Mr. Morimoto is qualified to serve on our Board of Directors due tobecause of his intimate familiarity with our company, his business experience and his prior service as our director.

 

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Naritomo Ikeue:   Mr. Naritomo Ikeue has served as our Executive Vice President, Chief Operating Officer since November 2007is a Co-founder of the Company and has been a directormember of FRONTEOthe Board of Directors since December 2003. In addition, Mr. Ikeue has served as President of our principal subsidiary, FRONTEO USA (formerly known as UBIC North America), since February 20112003 and has been a director of that subsidiary since June, 2010. Before becoming our Executive Vice President Mr. Ikeue served as our Director of Administration from our founding to(EVP) and Chief Operating Officer (COO) since November 2007. PriorHe has held various senior executive positions prior to joiningbecoming EVP and COO. He has also been a member of the Board of Directors of FRONTEO fromUSA, Inc. and was President of UBIC North America, Inc. In April 2017, he was appointed Group Chief Financial Officer of the Company. From 1996 to 2003, Mr. Ikeue servedhe worked in various capacities atfor Applied Materials Japan, Inc. We believe that Mr. Ikeue is qualified to serve on our Board of Directors due tobecause of his intimate familiarity with our company, his business experience and his prior service as our director.

 

Hideki Takeda:   Mr. Takeda has served asbeen our Corporate Officer and Chief Technology Officer since January 2013 and2013.  He has been instrumental in the development of Lit i View. HeView and has been in the leadership role as a director of technology for the behavior informatics laboratorieslaboratories. He has been a member of the Board of Directors since July 2014.June 2016. Mr. Takeda joined FRONTEOthe Company in July 2009 as assistant manager of software development department and has workedserved in key roles for FRONTEO.roles. Prior to joining FRONTEO,the Company, he has held various management positions at software development companies for 13 years. We believe that Mr. Takeda is qualified to serve on our Board of Directors because of his technological expertise and extensive management experience in the behavior informatics.

 

Makoto Funahashi:   Mr. Funahashi has served as ourbeen an independent directormember of the Board of Directors of FRONTEO, Inc. since June 2008. Prior to joining FRONTEO, Inc. (formerly known as UBIC, Inc.),becoming the Company’s independent director, Mr. Funahashi served in various senior capacities with the National Police Agency of Japan from 1968 to 2001, including as Deputy Minister for police technology from 1999 tountil his retirement. From March 2001 to April 2003, Mr. Funahashi served as special advisor to USE, Inc., a company in the information technology industry. From June 2003 to March 2011, he served in various capacities at NTT Data i and its predecessor, NTT Data Creation, including as a director from 2003 to 2008 and a senior advisor from 2008 to March 2011. We believe that Mr. Funahashi is qualified to serve on our Board of Directors due tobecause of his extensive management experience in the public sector and his technological expertise.

 

Hirooki Kirisawa:   Mr. Kirisawa has served as ourbeen an independent directormember of the Board of Directors of FRONTEO, Inc. since June 2010. Prior to becoming one of our directors,the Company’s independent director, Mr. Kirisawa served as one of our statutory auditors from August 2005 to June 2010. Mr. Kirisawa founded Kirisawa Tax Accounting Office in 2004 and has served asbeen Chairman of Kirisawa Tax Accounting Office since its Chairman since that date.formation. We believe that Mr. Kirisawa is qualified to serve on our Board of Directors due to his extensive accounting and business background and experience.

Shuichi Seo:   Mr. Seo is CFO and General Manager

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Table of CEO Office with FRONTEO, Inc. since he joined the company in June 2016. He started his career as a research analyst with Nomura Research Institute in 1984. He then moved on to a number of different positions that began with credit analysis of Asian semi-sovereign issuers, research of Australian equities (Sydney), the formulation of investment strategies at Nomura Asset Management Co. and to research of European equities (London). Following Nomura, he moved on to Mitsubishi Asset Brains Co. to conduct fund research in 2002. He then furthered his research with Nikko Asset Management from 2005. He was then involved in corporate finance advisory services at IBS Securities from 2007. After IBS, he joined T&D Asset Management Co. in 2011 and was engaged in research & planning and institutional business development. He is a CFA charter holder and served as President of CFA Society Japan from 2013 to 2015.  He has BA in Law from the University of Tokyo and MBA from the New York University.Contents

 

Yoshikatsu Shirai:   Mr. Shirai has been our Corporate Officer, Chief Client Technology Officer and Director of Total Product Support since August 2012. As our Director of Total Product Support, Mr. Shirai isIn his capacity, he has been responsible for managing global support for Lit i View. From September 2007 until August 2012, Mr. Shiraihe served as our Directora director of Technology Group, where he led the development of Lit i View. Prior to joining FRONTEO, Mr. Shiraithe Company, he served in various management positions at Applied Materials Japan, Inc., including as an engineering manager and a product manager from 1996 through December 2007.

 

Syusaku Nozaki:   Mr. Nozaki has been our Corporate Officer and General Manager of Regional Operations Japan since December 2008. Mr. Nozaki joined FRONTEO in August 2004. Mr. Nozaki has served as our Corporate Officer since December 2008 and has been a director of FRONTEO, Inc. since December 2008. As our director2004 Director of Legal Tech Operation Mr. Nozaki isand has been responsible for managing e-discovery operation group.eDiscovery Operations Group. In addition, Mr. Nozakihe has served as President of our subsidiary, Payment Card Forensics, Inc., our subsidiary company, since August 2010. Prior to joining FRONTEO, Mr. Nozakithe Company, he served in various capacities at Applied Materials Japan, Inc. including as a service engineer from April 1997 to July 2004.

 

Seiji Tezuka:   Mr. Tezuka joined the Company as Head of Business Solutions Division in January 2017, primarily responsible for creating a new market that utilizes AI for business, and he was appointed Corporate Officer in February 2017. Prior to joining the Company, he worked for various Japanese corporations such as Panasonic Corporation, HIKARI TSUSHIN, INC., CHINTAI Corporation and Recruit Co., Ltd., and held key executive management positions. At these companies, he was involved in key projects such as launching internet service and e-commerce business in Japan and introducing digital broadcast equipment for Japanese TV stations. At CHINTAI Corporation, as Representative Director and President, he successfully completed an initial public offering and established a joint holding company with ABLE & PARTNERS INC. 

Kentaro Yamagishi:   Mr. Yamagishi has been serving as Corporate Officer since he joined the Company in February 2017, responsible for promotion and expansion of “B to B” and “B to C” businesses utilizing Kibiro, which is an artificial intelligence (“AI”) equipped robot; establishment of digital communication business utilizing KIBIT; and construction of business model. Prior to joining the Company, he served at HRR Inc. (currently Recruit Management Solutions Co., Ltd.), responsible for development of appropriate assessment and web test development in the R & D department. He was transferred to Human Resource Development Division of Recruit Co., Ltd., engaged in human resource education solution business for management, and was responsible for product development related to training. He also served at Recruit Management Solutions Co., Ltd. and conducted research, product development and business development of training products for human resource companies. Subsequently, Mr. Yamagishi joined Poppins Corporation in 2015. As head of the headquarters, he was responsible for projects focusing on childcare and nursing care market.

Kenji Yamanami:   Mr. Yamanami has been serving as Corporate Officer since he joined the Company in February 2017, responsible for overseeing legal business in Japan, creation of cross-border transactions and launch of AI business in the U.S. Prior to joining the Company, he worked for the Ministry of Economy, Trade and Industry (“MITI”) and engaged in the fields of IT industry, science and technology, intellectual property and high-tech industry and played a central role in the creation of privacy mark. He also worked for McKinsey & Company and engaged in projects such as strategy formulation, M & A, and improvement of operation, particularly in the technology industry. In addition, he worked for Rakuten, Inc. as an executive officer responsible for cross-border and marketing, contributing to an expansion of "Rakuten Ichiba" business, then he transferred to "Rakuten.com" which develops e-commerce business in the U.S., and he was responsible for a wide range of operations, such as introduction of point marketing in the U.S., maintenance of e-commerce site and branding.

Yongmin Cho:   Mr. Cho has served as ourbeen Corporate Officer since December 2013 and asCEO of FRONTEO Korea CEO since May 2012. He joined FRONTEO (formerly known as UBIC)the Company in October 2011 as a sales manager. Prior to joining FRONTEO,the Company, he worked for Samsung Electronics for 6 years as a new business development manager, and he also worked

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for Diapad Communications, a successful Silicon Valley start-up company as a marketing and IR manager during the early stage of the company.

Andrew F. Jimenez:   Mr. Jimenez has begun to serve as President and Chief Executive Officer of FRONTEO USA in July 2016, after being named as Chief Executive Officer of all FRONTEO’s U.S. subsidiaries, formerly UBIC North America, Inc., TechLaw Solutions, Inc. and EvD, Inc. and its subsidiaries in September 2015. Mr. Jimenez was President and Chief Executive Officer of EvD, Inc. prior to FRONTEO’s acquisition of the company he founded in 1997. Mr. Jimenez has over 16 years of litigation support experience, including management and coordination of eDiscovery projects for intellectual property, anti-trust, SEC investigation and numerous Joint Defense matters. He is responsible for the operations, sales, marketing, business development and administration of the U.S. organization. Over the last decade, Mr. Jimenez has been successful in strategically partnering with Tier 1 eDiscovery software platforms. He employs a hands-on approach as he continues his consultant role regarding the various software tools, processes, and procedures required to manage electronic data and discovery project management services.

 

Masami Yaguchi:Craig Carpenter:   Mr. Yaguchi, who had served as ourCarpenter has been Corporate Officer since April 2017 and President and CEO of FRONTEO USA, Inc. since he joined the Company in March 2017. Mr. Carpenter is an industry veteran with strong executive leadership experience and has assisted global clients in managing data intelligence while enabling the efficient resolution of complex legal, compliance and governance matters. Prior to joining the Company, he was Senior Vice President of Sales for Kroll Ontrack, a leading eDiscovery provider, and he was President, Chief FinancialOperating Officer and Chief AdministrativeMarketing Officer since December 2013, left the Company on June 30, 2016 to pursue other interests.at Access Data, a leading cyber security, forensics and eDiscovery provider. He also worked for Recommind as VP of Marketing and Business Development and General Counsel.

 

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Statutory Auditors

 

 

 

 

 

 

 

Name

    

Born

    

Title

 

Kunihiro Sudo

 

1945

 

Standing Statutory Auditor

 

Takaharu Yasumoto

 

1954

 

Statutory Auditor

 

Kei Okubo

 

1976

 

Statutory Auditor

 

 

Kunihiro Sudo:   Mr. Sudo has servedbeen serving as one of our corporate statutory auditors since April 2011. Prior to becoming one of our auditors, Mr. Sudo served as an advisor to XING Co. from March 2007 to August 2007. In August 2007, Mr. Sudo joined Aqua Cast Co. as an advisor and became a director of Aqua Cast Co. in October of 2007. In January 2008, Mr. Sudo retired from Aqua Cast Co.

 

Takaharu Yasumoto:   Mr. Yasumoto has servedbeen serving as one of our corporate statutory auditors since June 2010. Mr. Yasumoto has also served as a statutory auditor of Fast Retailing Co., Ltd. from June 1993 to the present. In addition, Mr. Yasumoto served as a special professor in the International Financing research schoolResearch School of Chuo University in Tokyo, Japan.

 

Kei Okubo:   Mr. Okubo has begun to servebeen serving as one of our corporate statutory auditors since June 2016. Mr. Okubo joined Nagashima Ohno & Tsunematsu as a registered attorney in 2000 and has been a partner there since 2008.

 

6.B.COMPENSATION

 

Executive Compensation

 

For the fiscal year ended March 31, 2016,2017, the aggregate cash compensation that we paid to our directors and statutory auditors was ¥130.0¥145.1 million, all of which was comprised of base salary. We do not have a requirement to, and have not, set aside pension or retirement benefits for our directors or statutory auditors.

 

The compensation for directors and statutory auditors was authorized by resolutions of the general meeting of shareholders on June 22, 2012 and to the extent compensation is within the authorized range, further authorization is not required.

 

6.C.BOARD PRACTICES

 

Board of Directors

 

As a foreign private issuer, we are generally permitted to, and do, follow the corporate governance requirements of the Companies Act of Japan rather than those of U.S. law. Our Board of Directors has determined that Messrs. Funahashi and Kirisawa qualify as independent directors under NasdaqNASDAQ rules. Our Board of Directors directs the management of our business and affairs and conducts its business through meetings of the Board of Directors. Consistent

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with the Companies Act, the rules of the TSETokyo Stock Exchange (TSE) and corporate practice in Japan, we do not have any standing committees. Our Board of Directors as a whole performs the functions of a compensation committee and a nominating and corporate governance committee. From time to time, special committees may be established under the direction of the Board of Directors when necessary to address specific issues.

 

No director has been the subject of any order, judgment or decree of any governmental agency or administrator or of any court of competent jurisdiction, revoking or suspending for cause any license, permit or other authority of such person or of any corporation in which he or she is a director or executive officer, to engage in normal business activities of such person or corporation.

 

Terms of Directors

 

Each of our directors’ terms of office terminates at the conclusion of the annual shareholders meeting following the end of our second business year of the date of their election. Our directors automatically retire from office (unless vacated sooner) upon the expiration of that term, unless elected for an additional term. Each of our current directors’ term is set to expire in June 2017.2018. Directors may be removed from office by an extraordinary resolution of two-thirds of the shareholders in attendance at a meeting. A director will be removed from office automatically if, among other things, the director becomes bankrupt or becomes of unsound mind. Our officers are nominated by and serve at the discretion of our Board of Directors.

 

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Our shareholders have the power to appoint any person as a director either to fill a vacancy or as an addition to our board. The term of office of any director so appointed will be the same as the remaining period of the other remaining directors and he or she will then be eligible for re-election.

 

Since we qualify as a foreign private issuer under current NasdaqNASDAQ rules, our Board of Directors is not required to have a majority of independent directors.

 

Our Board of Directors may receive such remuneration as determined by at the meeting of our shareholders. In addition, as long as such practice is permitted under the Companies Act, shareholders shall not have the right to vote regarding the issuance of stock options to members of the Board of Directors, or to any employee or consultant of the Company, when such options are issued at fair market value.

 

Duties of Directors

 

Under applicable Japanese law, our directors have a duty of loyalty to act honestly, in good faith and with a view to the best interests of our company. Our directors also have a duty to exercise the skill and care of a reasonably diligent person having both (a) the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same actions as are carried out by that director in relation to the company, and (b) the general knowledge, skill and experience that that particular director has. In fulfilling their duty of care to us, our directors must act in accordance with our articles of association. A shareholder has the right to seek damages if a director has intentionally or by gross negligence breached their duties.

 

The functions and powers of our Board of Directors include, among others:

 

·

convening shareholders’ annual general meetings and reporting on its work and our operations to shareholders at such meetings;

·

declaring interim dividends and distributions;

·

appointing and determining the term of office of officers; and

·

borrowing money and mortgaging our property.

 

Interested Transactions

 

There is no provision in our articles of incorporation as to a director’s power to vote on a proposal, arrangement or contract in which the director is materially interested, but the Companies Act provides that such director is required to refrain from voting on such matters at meetings of the Board of Directors. Therefore, our directors will abstain from any discussion or vote on transactions in which they are interested.  There are no family relationships between any of the named directors and executive officers.

 

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Remuneration

 

Our shareholders determine the total amount of remuneration to be paid to our directors. The Board of Directors then determines the actual remuneration to be paid to each director. The compensation committee assists the directors in reviewing and approving the compensation structure for the directors.

 

Power to Obligate our Company

 

The directors may raise or borrow money and mortgage or charge all or any part of its undertaking, property and assets (present and future) and uncalled capital, and to issue debentures, bonds or other securities whether outright or as collateral security for any debt liability or obligations of our company or of any third party.

 

Qualification

 

There is no shareholding qualification for directors.

 

Indemnification Agreements

 

We may enter into indemnification agreements that will provide our directors, statutory auditors and executive officers with contractual rights to indemnification and rights to advances against certain expenses to the extent permitted by the Companies Act and our articles of incorporation. These could include legal fees and other expenses actually and reasonably incurred in connection with pending or threatened legal proceedings because of such director’s, statutory auditor’s or executive officer’s position with us or another entity that the director serves at

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our request, subject to various conditions. We may obtain D&O liability insurance to cover some of these potential liabilities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us pursuant to the indemnification agreements, we have been informed that in the opinion of the staff of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

Compensation Committee

 

Our Board of Directors acts as our compensation committee. In such capacity, it reviews and approves our compensation structure, including all forms of compensation, relating to our directors and executive officers. Among other things, our Board of Directors:

 

·

reviews and approves the total compensation package for our five most senior executives;

 

·

reviews and determines the compensation of each director’s compensation within the upper limit approved by our shareholders; and

 

·

periodically reviews and approves any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans.

 

Nominating and Corporate Governance Committee

 

Our Board of Directors acts as our corporate governance and nominating committee. In that capacity, subject to the approval of the shareholders, the board selects individuals qualified to become our directors, fills vacancies and adds directors between shareholders’ meetings. Among other things, our Board of Directors:

 

·

identifies and nominates qualified candidates as directors for election by the shareholders to the Board of Directors;

 

·

reviews the current composition of the Board of Directors with regard to characteristics such as independence, age, skills, experience and availability of service to us;

 

·

considers significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations on all matters of corporate governance and determines any remedial actions to be taken; and

 

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·

monitors compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

 

Board of Statutory Auditors

 

Consistent with applicable Japanese law and regulation and the rules of the TSE, we have a separate board of statutory auditors elected by our shareholders, which currently consists of three outside statutory auditors, rather than an audit committee. Our board of statutory auditors is a legally separate and independent body from our board of directors. Under the Companies Act, none of our outside statutory auditors is, may be, or has been a director, officer or employee of FRONTEO, Inc. or any of our subsidiaries. At least one of the statutory auditors, in our case, Mr. Sudo, must be appointed as a full-time statutory auditor by the board of statutory auditors. Among other functions, the board of statutory auditors prepares an audit report, appoints and removes the full-time statutory auditor(s) and establishes audit policies. We have determined that this board of statutory auditors satisfies the “independence” requirements for audit committees under current NasdaqNASDAQ rules and Rule 10A-3 under the Securities Exchange Act of 1934, as amended. At least one of the members of our board of statutory auditors qualifies as an “audit committee financial expert” under applicable SEC rules. Our board of statutory auditors is responsible for: the retention and oversight of our independent registered public accounting firm and the preparation of their audit; addressing complaints related to accounting, internal accounting controls, and auditing matters; engaging any advisors necessary to perform its duties; and funding necessary to carry out its duties. In addition, our statutory auditors participate in all meetings of our Board of Directors.

 

6.D.EMPLOYEES

 

Set forth below is a table listing the total number of full-time employees and a breakdown of persons employed by geographic location as of March 31, 2014, 2015, 2016 and 2016.2017. Virtually all employees serve in the legal

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technology service line. The increase in our number of employees as of March 31, 20142017 was primarily due to expanding our operations to support current and future business growth. The increase in our number of employees as of March 31, 2015 and 2016 was primarily due to acquisitions.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Number of employees)

 

 

(Number of employees)

 

    

2014

    

2015

 

2016

 

    

2015

    

2016

    

2017

 

For the fiscal year ended March 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Full-Time Employees

 

160

 

191

 

423

 

 

191

 

423

 

486

 

By Geographic Location:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Japan

 

103

 

102

 

123

 

 

102

 

123

 

146

 

U.S.

 

30

 

59

 

274

 

 

59

 

201

 

180

 

Philippines

 

 

73

 

134

 

Other

 

27

 

30

 

26

 

 

30

 

26

 

26

 

 

We consider our labor relations to be good, and to our knowledge, none of our employees is a member of any union. During the fiscal years ended March 31, 2014, 2015, 2016 and 2016,2017, we had an annual average of four,three, three and three temporary employees, respectively.

 

6.E.SHARE OWNERSHIP

 

The following table sets forth certain information regarding the beneficial ownership of our common stock as of June 30, 20162017 on a fully diluted basis, assuming the exercise of all stock options to purchase common stock which are exercisable within 60 days of the date of this annual report, for each of our directors, statutory auditors and executive officers. Any director, statutory auditor or executive officer who is not listed on the following table does not beneficially own any of our common stock. In general, a person is deemed to be a “beneficial owner” of a security if that person has the power to vote or direct the voting of such security, or the power to dispose or to direct the disposition of such

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security.  Percentage of shares owned is based upon 35,869,36038,001,862 shares of our common stock outstanding as of June 30, 2016.2017.

 

 

 

 

 

 

 

 

 

 

 

 

Number of Shares Owned (2)

 

 

Number of Shares Owned (2)

 

Name and Address of Beneficial Owners (1)

    

Number

    

Percent

 

    

Number

    

Percent

 

Executive Officers and Directors

 

 

 

 

 

 

 

 

 

 

Masahiro Morimoto

 

6,920,400

 

19.29%

 

 

6,920,400

 

18.24%

 

Naritomo Ikeue

 

2,730,800

 

7.61%

 

 

2,730,800

 

7.20%

 

Hirooki Kirisawa

 

93,800

 

*  

 

Hideki Takeda

 

22,703

 

              *

 

 

62,700

 

*  

 

Makoto Funahashi

 

3,900

 

*

 

 

3,900

 

*  

 

Hirooki Kirisawa

 

93,800

 

*

 

Shuichi Seo

 

 

 

Yoshikatsu Shirai

 

 —

 

 

 

100,000

 

*  

 

Syusaku Nozaki

 

116,800

 

              *

 

 

116,800

 

*  

 

Seiji Tezuka

 

 —

 

 

Kentaro Yamagishi

 

 —

 

 

Kenji Yamanami

 

 —

 

 

Yongmin Cho

 

 

 

 

 —

 

 

Andrew F. Jimenez

 

 

 

All directors and executive officers as a group (6 persons)

 

9,888,403

 

27.57%

 

Craig Carpenter

 

 —

 

 

All directors and executive officers as a group (7 persons)

 

10,028,400

 

26.39%

 


*Less than 1%

(1)

Unless otherwise noted, the address for each of the named beneficial owners is: Meisan Takahama Building 7th Floor, 2-12-23 Kounan,Konan, Minato-ku, Tokyo 108-0075, Japan.

 

Shares of common stock subject to options or convertible securities exercisable or convertible within 60 days of the date hereof are deemed outstanding for computing the percentage of the person or entity holding such options or convertible securities but are not deemed outstanding for computing the percentage of any other person. To the best of our knowledge, subject to community and martial property laws, all persons named have sole voting and investment power with respect to such shares, except as otherwise noted.

 

As of March 31, 2016,2017, there were no exercisable stock options owned by the Company’s directors, statutory auditors and executive officers.

 

Stock Option Plan

 

At the general ordinary meetings of shareholders or meeting of Board of Directors held in April 2011, June 2012, June 2013, June 2014, June 2015 and June 2015,2016, the shareholders or the Board Directors of the Company approved

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stock option plans for selected directors, statutory auditors, executive officers and employees of the Company.  The following table shows selected information related to these stock options, as of June 30, 2016.

April 2011

Date of grant: April 28, 2011

Number of shares to be issued/ delivered: 640,000

Exercise price per share: ¥221

Beginning of exercise period: April 29, 2014

End of exercise period: April 28, 2017

Number of directors, statutory auditors and executive officers: 2

Number of other employees: 22017.

 

June 2012

 

Date of grant: June 21, 2012

Number of shares to be issued/ delivered: 99,00081,000

Exercise price per share: ¥810

Beginning of exercise period: June 22, 2015

End of exercise period: June 21, 2018

Number of directors, statutory auditors and executive officers:  6

Number of other employees:  5

 

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June 2013

 

Date of grant: May 31, 2013

Number of shares to be issued/ delivered: 199,000179,000

Exercise price per share: ¥469

Beginning of exercise period: June 1, 2016

End of exercise period: May 31, 2019

Number of directors, statutory auditors and executive officers: 5

Number of other employees:  20

 

June 2013

Date of grant: May 16, 2013

Number of shares to be issued/ delivered: 88,000

Exercise price per share: $5.03

Beginning of exercise period: May 16, 2014

End of exercise period: May 17, 2018

Number of directors, statutory auditors and executive officers: 0

Number of other employees: 0

Number of non-employees: 2

June 2014

 

Date of grant: May 22, 2014

Number of shares to be issued/ delivered: 200,000144,000

Exercise price per share: ¥489

Beginning of exercise period: May 23, 2017

End of exercise period: May 22, 2020

Number of directors, statutory auditors and executive officers: 43

Number of other employees: 1713

 

June 2015

 

Date of grant: May 28, 2015

Number of shares to be issued/ delivered: 200,000129,500

Exercise price per share: ¥1,029

Beginning of exercise period: May 29, 2018

End of exercise period: May 28, 2021

Number of directors, statutory auditors and executive officers: 64

Number of other employees: 3725

 

August 2015

 

Date of grant: August 1, 2015

Number of shares to be issued/ delivered: 60,00035,000

Exercise price per share: ¥930

Beginning of exercise period: August 1, 2018

End of exercise period: August 1, 2021

Number of other employees: 1210

 

June 2016

 

Date of grant: June 22, 2016

Number of shares to be issued/ delivered: 140,000127,500

Exercise price per share: ¥1,181

Beginning of exercise period: June 23, 2019

End of exercise period: June 22, 2022

Number of other employees: 4537

 

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August 2016

Date of grant: August 26, 2016

Number of shares to be issued/ delivered: 59,500

Exercise price per share: ¥809

Beginning of exercise period: August 27, 2019

End of exercise period: August 26, 2022

Number of directors, statutory auditors and executive officers: 1

Number of other employees: 30

December 2016

Date of grant: December 23, 2016

Number of shares to be issued/ delivered: 15,000

Exercise price per share: ¥901

Beginning of exercise period: December 24, 2019

End of exercise period: December 23, 2022

Number of directors, statutory auditors and executive officers: 1

April 2017

Date of grant: April 21, 2017

Number of shares to be issued/ delivered: 90,000

Exercise price per share: ¥774

Beginning of exercise period: April 22, 2020

End of exercise period: April 21, 2023

Number of directors, statutory auditors and executive officers: 4

Number of other employees: 1

July 2017

Date of grant: July 7, 2017

Number of shares to be issued/ delivered: 751,000

Exercise price per share: ¥731

Beginning of exercise period: July 1, 2019

End of exercise period: July 6, 2022

Number of directors, statutory auditors and executive officers: 3

Number of other employees: 36

June 2017

Date of grant: June 23, 2017

Number of shares to be issued/ delivered: 70,000

Exercise price per share: ¥730

Beginning of exercise period: June 24, 2020

End of exercise period: June 23, 2023

Number of other employees: 39

July 2017

Date of grant: July 21, 2017

Number of shares to be issued/ delivered: 6,000

Exercise price per share: ¥806

Beginning of exercise period: July 22, 2020

End of exercise period: July 21, 2023

Number of other employees: 2

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ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

 

7.A.MAJOR SHAREHOLDERS

 

The following table sets forth certain information regarding the beneficial ownership of our common stock as of June 30, 20162017 on a fully diluted basis, assuming the exercise of all stock options to purchase common stock which are exercisable within 60 days of the date of this annual report, for each stockholder known to be the beneficial owner of 5% or more of our outstanding common stock. In general, a person is deemed to be a “beneficial owner” of a security if that person has the power to vote or direct the voting of such security, or the power to dispose or to direct the disposition of such security.  Percentage of shares owned is based upon 35,869,36038,001,862 shares of our common stock outstanding as of June 30, 2016.2017.

 

Beneficial ownership of the Company’s common stock in the table below was prepared from publicly available records of the filings made by the Company’s shareholders regarding their ownership of the Company’s common stock under the Financial Instruments and Exchange Law of Japan. Under the Financial Instruments and Exchange Law of Japan, any person who becomes, beneficially and solely or jointly, a holder, including, but not limited to, a deemed holder who manages shares for another holder pursuant to a discretionary investment agreement, of more than 5% of the shares with voting rights of a company listed on a Japanese stock exchange (including ADSs representing such shares) must file a report concerning the shareholding with the Director of the relevant local finance bureau. A similar report must be filed, with certain exceptions, if the percentage of shares held by a holder, solely or jointly, of more than 5% of the total issued shares of a company increases or decreases by 1% or more, or if any change to a material matter set forth in any previously filed reports occurs.

 

Based on publicly available information, the following table sets forth the beneficial ownership of holders of more than 5% of the Company’s common stock as of the dates indicated in the reports described below.

 

 

 

 

 

 

 

 

 

 

 

    

 

    

Percentage of

 

    

 

    

Percentage of

 

Name of Beneficial Owner

 

Number of Shares

 

Outstanding Shares

 

 

Number of Shares

 

Outstanding Shares

 

Masahiro Morimoto

 

6,920,400

 

19.36%

 

 

6,920,400

 

18.24%

 

Focus Systems Corporation

 

2,984,720

 

8.34%

 

 

2,984,720

 

7.87%

 

Naritomo Ikeue

 

2,730,800

 

7.63%

 

 

2,730,800

 

7.20%

 

Japan Trustee Services Bank, Ltd.

 

2,093,400

 

5.85%

 

 

 

 

 

 

 

According to our register of shareholders, as of March 31, 2016,2017, there were 16,21920,030 holders of common stock of record worldwide. As of June 30, 2016,2017, The Bank of New York Mellon, depositary for our ADSs, held 0.46%0.35% of the outstanding common stock on that date. Of the 35,869,36038,001,862 shares of our common stock outstanding as of June 30, 2016, 163,3822017, 133,980 shares were held in the form of 81,69166,990 ADSs. As of June 30, 2016,2017, the Company held 630 shares of the Company as treasury stock.

 

7.B.RELATED PARTY TRANSACTIONS

 

Business Relationships

 

During the years ended March 31, 2014, 2015 and 2016, the Company entered into transactions with Shirasaka & Patent Partners (“SPP”) which was managed by president of UBIC Patent Partners Inc. (“UPP”), a subsidiary of FRONTEO. SPP provides patent filing services to the Company. During the year ended March 31, 2016 UPP was absorbed into FRONTEO.

The amounts of balances as of March 31, 2014, 2015 and 2016 and transactions of the Company with SPP for the years ended March 31, 2014, 2015 and 2016, are summarized as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

    

2014

    

2015

    

2016

 

Advance payment

 

¥

 

¥

66,675

 

¥

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

    

2014

    

2015

    

2016

Expenses

 

¥

34,502

 

¥

30,886

 

¥

20,962

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During the year ended March 31, 2016,2017, the Company entered into transactions with Consultoris, Inc. (“CI”) and IIOSS, Inc. (“IIOSS”), which are managed by management of foreign subsidiaries. CI provides consulting services and IIOSS provides outsourcing support services to the Company.

 

The amounts of balances as of March 31, 2016 was nil, and transactions of the Company with CI and IIOSS forFor the year ended March 31, 2016, werethe total amount of transactions with CI and IIOSS was ¥40,363 thousands.thousand. For the year ended March 31, 2017, the amount of transactions with CI was ¥44,419 thousand, and the amount of transactions with IIOSS was not material.

 

 

7.C.INTERESTS OF EXPERTS AND COUNSEL

 

Not applicable.

 

ITEM 8.FINANCIAL INFORMATION

 

8.A.CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

 

FRONTEO’s audited consolidated financial statements are included under “Item 18—Financial Statements.” Except for FRONTEO’s consolidated financial statements included under Item 18, no other information in this annual report has been audited by FRONTEO’s independent registered public accounting firm.

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8.B.SIGNIFICANT CHANGES

 

Except as otherwise disclosed in this annual report on Form 20-F, there have been no significant changes in our financial condition since March 31, 2016,2017, the date of our last audited financial statements.

 

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ITEM 9.THE OFFER AND LISTING

 

9.A.OFFER AND LISTING DETAILS

 

The following table sets forth for the period shown the reported high and low sales prices of our common stock on the Tokyo Stock Exchange and the ADSs on the Nasdaq Global Select Market. The current ADS/share ratio is one (1) ADS per two (2) shares of our common stock.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TSE (1) (2) (3)

 

NASDAQ (1) (3)

 

 

TSE (1) (2) (3)

 

NASDAQ (1) (3)

 

 

(per share of common stock)

 

(per ADS)

 

 

(per share of common stock)

 

(per ADS)

 

    

High

    

Low

    

High

    

Low

 

    

High

    

Low

    

High

    

Low

 

For the year ended March 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2009

 

¥

920

 

¥

114

 

$

 

 

$

 

 

 

¥

920

 

¥

114

 

$

 

 

$

 

 

2010

 

 

265

 

 

140

 

 

 

 

 

 

 

 

 

265

 

 

140

 

 

 

 

 

 

 

2011

 

 

1,195

 

 

40

 

 

 

 

 

 

 

 

 

1,195

 

 

40

 

 

 

 

 

 

 

2012

 

 

994

 

 

163

 

 

 

 

 

 

 

 

 

994

 

 

163

 

 

 

 

 

 

 

2013

 

 

935

 

 

372

 

 

 

 

 

 

 

 

 

935

 

 

372

 

 

 

 

 

 

 

2014

 

 

554

 

 

219

 

 

 

 

 

 

 

 

 

554

 

 

219

 

 

 

 

 

 

 

2015

 

 

1,421

 

 

325

 

 

33.50

 

 

5.90

 

 

 

1,421

 

 

325

 

 

33.50

 

 

5.90

 

2016

 

 

1,065

 

 

559

 

 

20.00

 

 

10.03

 

 

 

1,065

 

 

559

 

 

20.00

 

 

10.03

 

2017

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

Financial quarter ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2011

 

¥

319

 

¥

163

 

$

 

 

$

 

 

 

¥

319

 

¥

163

 

$

 

 

$

 

 

September 30, 2011

 

 

882

 

 

174

 

 

 

 

 

 

 

 

 

882

 

 

174

 

 

 

 

 

 

 

December 31, 2011

 

 

950

 

 

599

 

 

 

 

 

 

 

 

 

950

 

 

599

 

 

 

 

 

 

 

March 31, 2012

 

 

994

 

 

588

 

 

 

 

 

 

 

 

 

994

 

 

588

 

 

 

 

 

 

 

June 30, 2012

 

 

935

 

 

581

 

 

 

 

 

 

 

 

 

935

 

 

581

 

 

 

 

 

 

 

September 30, 2012

 

 

690

 

 

500

 

 

 

 

 

 

 

 

 

690

 

 

500

 

 

 

 

 

 

 

December 31, 2012

 

 

832

 

 

554

 

 

 

 

 

 

 

 

 

832

 

 

554

 

 

 

 

 

 

 

March 31, 2013

 

 

666

 

 

372

 

 

 

 

 

 

 

 

 

666

 

 

372

 

 

 

 

 

 

 

June 30, 2013

 

 

554

 

 

275

 

 

9.00

 

 

5.55

 

 

 

554

 

 

275

 

 

9.00

 

 

5.55

 

September 30, 2013

 

 

455

 

 

303

 

 

9.00

 

 

6.00

 

 

 

455

 

 

303

 

 

9.00

 

 

6.00

 

December 31, 2013

 

 

422

 

 

242

 

 

8.57

 

 

4.23

 

 

 

422

 

 

242

 

 

8.57

 

 

4.23

 

March 31, 2014

 

 

419

 

 

219

 

 

12.66

 

 

4.36

 

 

 

419

 

 

219

 

 

12.66

 

 

4.36

 

June 30, 2014

 

 

845

 

 

325

 

 

15.87

 

 

5.90

 

 

 

845

 

 

325

 

 

15.87

 

 

5.90

 

September 30, 2014

 

 

864

 

 

828

 

 

33.50

 

 

14.11

 

 

 

864

 

 

828

 

 

33.50

 

 

14.11

 

December 31, 2014

 

 

824

 

 

778

 

 

 

 

 

 

 

 

 

824

 

 

778

 

 

 

 

 

 

 

March 31, 2015

 

 

972

 

 

931

 

 

22.77

 

 

10.00

 

 

 

972

 

 

931

 

 

22.77

 

 

10.00

 

June 30, 2015

 

 

939

 

 

920

 

 

22.00

 

 

13.44

 

 

 

939

 

 

920

 

 

22.00

 

 

13.44

 

September 30, 2015

 

 

969

 

 

559

 

 

20.00

 

 

10.03

 

 

 

969

 

 

559

 

 

20.00

 

 

10.03

 

December 31, 2015

 

 

965

 

 

674

 

 

15.08

 

 

11.90

 

 

 

965

 

 

674

 

 

15.08

 

 

11.90

 

March 31, 2016

 

 

1,029

 

 

605

 

 

16.93

 

 

11.05

 

 

 

1,029

 

 

605

 

 

16.93

 

 

11.05

 

June 30, 2016

 

 

1,346

 

 

687

 

 

24.57

 

 

15.08

 

 

 

1,346

 

 

687

 

 

24.57

 

 

15.08

 

September 30, 2016

 

 

870

 

 

696

 

 

18.50

 

 

13.00

 

December 31, 2016

 

 

1,025

 

 

751

 

 

19.33

 

 

14.06

 

March 31, 2017

 

 

920

 

 

702

 

 

15.27

 

 

12.73

 

June 30, 2017

 

 

868

 

 

559

 

 

15.00

 

 

9.06

 

Month ended/ending

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 2016

 

¥

1,029

 

¥

760

 

$

16.58

 

$

13.21

 

February 2016

 

 

894

 

 

605

 

 

13.80

 

 

11.05

 

March 2016

 

 

988

 

 

693

 

 

16.93

 

 

12.82

 

April 2016

 

 

1,319

 

 

824

 

 

23.19

 

 

15.30

 

May 2016

 

 

1,346

 

 

964

 

 

24.57

 

 

17.72

 

June 2016

 

 

1,042

 

 

687

 

 

19.21

 

 

15.01

 

July 2016 (4)

 

 

870

 

 

696

 

 

18.50

 

 

13.00

 

January 2017

 

¥

920

 

¥

833

 

$

15.27

 

$

15.00

 

February 2017

 

 

878

 

 

769

 

 

14.24

 

 

13.76

 

March 2017

 

 

800

 

 

702

 

 

13.26

 

 

12.73

 

April 2017

 

 

710

 

 

559

 

 

12.68

 

 

9.06

 

May 2017

 

 

805

 

 

617

 

 

14.30

 

 

11.20

 

June 2017

 

 

868

 

 

702

 

 

15.00

 

 

12.52

 


(1)

Price data are based on prices throughout the sessions for each corresponding period at each stock exchange.

(2)

Our shares of common stock have been quoted on Mothers of the TSE since June 26, 2007.

(3)

Our ADSs have been listed on the Nasdaq Global Market since May 16, 2013 and Global Select Market since January 2, 2014 through a sponsored ADSs facility operated by the Bank of New York Mellon.

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(4)

The high and low prices of our ADSs and shares of common stock were the prices quoted during the period from July 1, 2016 to July 29, 2016.

9.B.PLAN OF DISTRIBUTION

 

Not applicable.

 

9.C.MARKETS

 

Our shares of common stock have been quoted on the Mothers market of the TSE since June 26, 2007 under the stock code number “2158” in the First Section of the TSE.

 

Our ADSs have been listed and traded on the Nasdaq Global Market since May 16, 2013 under the symbol “FRONTEO” through a sponsored ADR facility operated by the Bank of New York Mellon, the depository. Each ADS represents two shares of the Company’s common stock.

 

9.D.SELLING SHAREHOLDERS

 

Not applicable.

 

9.E.DILUTION

 

Not applicable.

 

9.F.EXPENSES OF THE ISSUE

 

Not applicable.

 

ITEM 10.ADDITIONAL INFORMATION

 

10.A.SHARE CAPITAL

 

Not applicable.

 

10.B.MEMORANDUM AND ARTICLES OF ASSOCIATION

 

Set forth below is information relating to the Company’s common stock, including brief summaries of the relevant provisions of the Company’s articles of incorporation and share handling regulations and of the Companies Act and related legislation, all as currently in effect.

 

Description of Our Common Stock

 

As of June 30, 2016,2017, our authorized capital stock consists of 72,000,000 shares of common stock, and there are 35,869,36038,001,862 shares of common stock outstanding. All outstanding shares of common stock are fully paid and non-assessable.

 

Share Units

 

Our shares are organized into units comprised of ten shares of common stock each. Shareholders who hold less than one unit’s worth of our common shares have access to a restricted set of shareholder rights, as described below.

 

Voting Rights

 

The holders of our common shares are entitled to one vote for each ten shares held of record on all matters submitted to a vote of stockholders. Holders of a majority of the shares of common stock entitled to vote in any election of directors may elect all of the directors standing for election. Shareholders who hold less than one unit’s worth of our common shares are not entitled to vote.

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Dividend Rights

 

Holders of our common shares are entitled to receive ratably any dividend declared at a shareholders’ meeting or by the Board of Directors.

 

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Rights Upon Liquidation

 

In the event of a liquidation, dissolution or winding up of the company, holders of common shares are entitled to share ratably in the assets remaining after payment of liabilities.

 

Other Rights and Preferences

 

Holders of our common shares have no preemptive, conversion or redemption rights.

 

Transfer Agent and Registrar

 

The transfer agent and registrar for our common stock is Mitsubishi UFJ Trust.

 

Limitations on Liability

 

Our articles of incorporation limit the liability of our directors, statutory auditors and accountants to the fullest extent permitted by the Companies Act. The effect of these provisions is to eliminate our rights and those of our stockholders to file stockholders’ derivative suits on behalf of our company to recover monetary damages from a director, a statutory auditor or an accountant for breach of their duties under the Companies Act. However, exculpation does not apply to any director, statutory auditor or accountant if they have intentionally ( koi ) or by gross negligence ( ju-kashitsu ) breached their duties under the Companies Act. Additionally, we may enter into contracts for limitation of liability with our outside directors and outside statutory auditors. If we do so, we expect that these contracts will eliminate our rights and those of our stockholders as described above. We also may obtain directors’ and statutory auditors’ liability insurance.

 

Articles of Incorporation

 

Organization

 

FRONTEO, Inc. is a joint stock corporation ( kabushiki kaisha ) incorporated in Japan under the Companies Act. It is registered in the Commercial Register ( shogyo tokibo ) maintained by the Legal Affairs Bureau.

 

Objects and Purposes in Our Articles of Incorporation

 

Article 2 of our articles of incorporation states our objects and purposes:

 

·

To sell, export and import forensic products;

 

·

To develop, manufacture, sell, export and import products with forensic technology;

 

·

To undertake forensic investigations;

 

·

To invest, research, educate, train, guide, advise and consult regarding forensic investigations;

 

·

To support information asset management;

 

·

To support strategic, preventive legal management; and

 

·

To conduct any other activities relating to the above items.

 

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Provisions Regarding Our Directors

 

There is no provision in our articles of incorporation as to a director’s power to vote on a proposal, arrangement or contract in which the director is materially interested, but the Companies Act provides that such director is required to refrain from voting on such matters at the Board of Director’s meetings.

 

The Companies Act provides that compensation for directors is determined at a general meeting of shareholders of a company. Within the upper limit approved by the shareholders’ meeting, the board of directors will determine the amount of compensation for each director. The board of directors may, by its resolution, leave such decision to the president’s discretion.

 

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The Companies Act provides that a significant loan from third party by a company should be approved by the board of directors. We have adopted this policy.

 

There is no mandatory retirement age for directors under the Companies Act or our articles of incorporation.

 

There is no requirement concerning the number of shares one individual must hold in order to qualify him or her as a director under the Companies Act or our articles of incorporation.

 

Rights of Shareholders of our Common Stock

 

We have issued only one class of shares, our common stock. Rights of holders of shares of our common stock have under the Companies Act and our articles of incorporation include:

 

·

the right to receive dividends when the payment of dividends has been approved at a shareholders’ meeting, with this right lapsing three full years after the due date for payment according to a provision in our articles of incorporation;

 

·

the right to receive interim dividends as provided for in our articles of incorporation, with this right lapsing three full years after the due date for payment according to a provision in our articles of incorporation;

 

·

the right to vote at a shareholders’ meeting (cumulative voting for the election of directors is not allowed under our articles of incorporation);

 

·

the right to receive surplus in the event of liquidation;

 

·

the right to require us to purchase shares subject to certain requirements under the Companies Act when a shareholder opposes certain resolutions including (i) the transfer of all or material part of the business, (ii) an amendment of the articles of incorporation to establish a restriction on share transfer, (iii) a share exchange or share transfer to establish a holding company, (iv) company split or (v) merger, all of which must in principle, be approved by a special resolution of a shareholders’ meeting; and

 

·

the right to require our company to purchase shares less than one unit’s worth of our common shares.

 

Under the Companies Act, a company is permitted to make distribution of surplus to the extent that the aggregate book value of the assets to be distributed to shareholders does not exceed the Distributable Amount provided for under the Companies Act and the Ordinance of the Ministry of Justice as of the effective date of such distribution of surplus.

 

The amount of surplus at any given time shall be the amount of a company’s assets and the book value of company’s treasury stock after subtracting and adding the amounts of the items provided for under the Companies Act and the applicable Ordinance of the Ministry of Justice.

 

A shareholder is generally entitled to one vote for each unit of ten of our shares at a shareholders’ meeting. In general, under the Companies Act and our articles of incorporation, shareholders’ meeting may adopt an ordinary resolution by a majority of the voting rights presented at the meeting. The Companies Act and our articles of incorporation require a quorum for the election of directors and statutory auditors of not less than one-third of the total

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number of voting rights. A corporate shareholder, having not less than one-quarter of its voting rights directly or indirectly held by us, does not have voting rights. We have no voting rights with respect to our own common stock. Shareholders may exercise their voting rights through proxies, provided that a shareholder may appoint only one shareholder who has a voting right as its proxy. Our Board of Directors shall entitle our shareholders to cast their votes in writing. Our Board of Directors may also entitle our shareholders to cast their votes by electronic devices.

 

As for a special resolution, while the Companies Act, in general, requires a quorum of the majority of the total number of voting rights and approval of two-thirds of the voting rights presented at the meeting of any material corporate actions, it allows a company to reduce the quorum for such special resolutions by its articles of incorporation to one-third or greater than one-third of the total number of voting rights. We adopted a quorum of not

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less than one-third of the total number of voting rights in our articles of incorporation for special resolutions for material corporate actions, such as:

 

·

a reduction of the stated capital, (except when a company reduces the stated capital within certain amount provided for under the Companies Act);

 

·

amendment of our articles of incorporation;

 

·

establishment of a 100% parent-subsidiary relationship through a share exchange or share transfer requiring shareholders’ approval;

 

·

a dissolution, merger or consolidation requiring shareholders’ approval;

 

·

a company split requiring shareholders’ approval;

 

·

a transfer of the whole or an important part of our business;

 

·

the taking over of the whole of the business of any other corporation requiring shareholders’ approval;

 

·

issuance of new shares at a specially favorable price, or issuance of stock acquisition rights or bonds with stock acquisition rights with specially favorable conditions to persons other than shareholders; and

 

·

other material corporate actions provided in the Companies Act (except for the termination of our directors).

 

The Companies Act provides additional specific rights for shareholders owning a substantial number of voting rights.

 

Shareholders holding 10% or more of the total number of voting rights of all shareholders (or 10% or more of the total number of our outstanding shares) have the right to apply to a court of competent jurisdiction for our dissolution.

 

Shareholders who have held 3% or more of the total number of voting rights of all shareholders for six months or more have the right to demand the convening of a general meeting of shareholders.

 

Shareholders who have held 3% or more of the total number of voting rights of all shareholders (or 3% or more of the total number of our outstanding shares) for six months or more have certain rights under the Companies Act which includes the right to:

 

·

apply to a competent court for removal of a director or a statutory auditor; and

 

·

apply to a competent court for removal of a liquidator.

 

Shareholders who have held 3% or more of the total number of voting rights of all shareholders have the right to refuse the exculpation of a director or a statutory auditor from certain liabilities.

 

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Shareholders holding 3% or more of the total number of voting rights of all shareholders (or 3% or more of the total number of our outstanding shares) have certain rights under the Companies Act, which include the right to:

 

·

examine our accounting books and documents and make copies of them; and

 

·

apply to a competent court for appointment of an inspector to inspect our operation or financial condition.

 

Shareholders who have held 1% or more of the total number of voting rights of all shareholders for six months or more have the right to apply to a competent court for appointment of an inspector to review the correctness of the convocation and voting procedures of a general meeting of shareholders.

 

Shareholders who have held 1% or more of the total number of voting rights of all shareholders or 300 or more voting rights for six months or more have the right to demand that certain matters be added to the agenda items at a general meeting of shareholders.

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Shareholders who have held any number of shares for six months or more have the right to demand that we take certain actions under the Companies Act which include the rights to demand:

 

·

the institution of an action to enforce the liability of one of our directors or statutory auditors;

 

·

the institution of an action to recover from a recipient the benefit of a proprietary nature given in relation to the exercise of the right of a shareholder; and

 

·

a director on our behalf for the cessation of an illegal or ultra vires action.

 

There is no provision under the Companies Act or our articles of incorporation which forces shareholders to make additional contributions when requested by us.

 

Under the Companies Act, in order to change the rights of shareholders which are stipulated and defined in our articles of incorporation, we must amend our articles of incorporation. Amendments must, in principle, be approved by a special resolution of shareholders.

 

Annual general meetings and extraordinary general meetings of shareholders are convened by our President and Director based on the resolution of our Board of Directors. Under our articles of incorporation, shareholders of record as of March 31 of each year have the right to attend the annual general meeting of our shareholders. We may by prescribing a Record Date, determine the shareholders who are stated or recorded in the shareholder registry on the Record Date as the shareholders entitled to extraordinary general meetings of our shareholders, and in this case, we are required to make a public notice of Record Date at least two weeks prior to the Record Date. A convocation notice will be sent to these shareholders at least two weeks prior to the date of the shareholders’ meeting.

 

Acquisition of Own Shares

 

Under applicable laws of Japan, we may acquire our own shares:

 

(i)

through market transactions on a stock exchange on which our shares are listed or by way of tender offer (in either case pursuant to a resolution of the Board of Directors, which is currently authorized by our articles of incorporation);

 

(ii)

from a specific shareholder other than any of our subsidiaries (pursuant to a special resolution of a general meeting of shareholders); or

 

(iii)

from any of our subsidiaries (pursuant to a resolution of the Board of Directors).

 

In case acquisition is made by way of (ii) above, any other shareholder may request within a certain period of time provided under the applicable Ordinance of the Ministry of Justice before a general meeting of shareholders that we also purchase our shares held by the requesting shareholder, unless the purchase price or any other consideration to be

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delivered in exchange for the acquisition of one of our shares does not exceed the market price of one of our shares calculated by the method prescribed in the applicable Ordinance of the Ministry of Justice.

 

In general, an acquisition by us of our own shares must satisfy certain requirements, including that the total amount of the acquisition price may not exceed the Distributable Amount, as described above.

 

We may hold the shares which we acquired by way of (i) through (iii) above, and may cancel such shares by a resolution of the Board of Directors. We may also dispose of such shares subject to a resolution of the Board of Directors and subject also to other requirements applicable to the issuance of shares under the Companies Act.

 

Restrictions on Holders of our Common Stock

 

There is no restriction on non-resident or foreign shareholders on the holding of our shares or on the exercise of voting rights, except for filing requirements with respect to an acquisition of shares by Non-Resident of Japan under The Foreign Exchange and Foreign Trade Act of Japan and related regulations. However, pursuant to a provision of our share handling regulations, a shareholder who does not have an address or residence in Japan is required to file its temporary address to receive notices in Japan or that of a standing proxy having any address or residence in Japan with our transfer agent and Japan Securities Depository Center, Inc.

 

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There is no provision in our articles of incorporation that would have the effect of delaying, deferring or preventing a change in control that would operate only with respect to a merger, acquisition or corporate restructuring involving us.

 

There is no provision in our articles of incorporation or other subordinated rules regarding the ownership threshold, above which shareholder ownership must be disclosed. Pursuant to the Financial Instruments and Exchange Act of Japan and related regulations, a shareholder who has become, solely or jointly, a holder more than 5% of the total issued shares in a company that is listed on any stock exchange in Japan is required to file a report with the Finance Bureau of the Ministry of Finance, and with certain exceptions, a similar report must also be filed in respect of any subsequent change of 1% or more in the holding or of any change in material matters set forth in any previously filed report.

 

There is no provision in our articles of incorporation governing changes in the capital more stringent than is required by law.

 

For a discussion of rights of holders of ADSs, please see the “Description of American Depositary Shares” section of our Form F-1 Registration Statement (Reg. No. 333-184691), declared effective on May 14, 2013, as amended, hereby incorporated by reference.

 

10.C.MATERIAL CONTRACTS

 

The Company has not entered into any material contracts during the preceding two years which were outside the ordinary course of business.

 

10.D.EXCHANGE CONTROLS

 

The Foreign Exchange and Foreign Trade Act and related regulations regulate certain transactions involving a “Non-Resident of Japan” or a “Foreign Investor” including “inward direct investment” by a Foreign Investor, and a payment from Japan to a foreign country or by a resident of Japan to a Non-Resident of Japan.

 

“Non-Residents of Japan” is defined as individuals who are not resident in Japan and corporations whose principal offices are located outside of Japan. Generally, branches and other offices of Japanese corporations which are located outside of Japan are regarded as Non-Residents of Japan, but branches and other offices of non-resident corporations which are located within Japan are regarded as residents of Japan.

 

“Foreign Investors” is defined as:

 

·

individuals who are Non-Residents of Japan;

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·

corporations which are organized under the laws of foreign countries or whose principal offices are located outside of Japan; and

 

·

corporations (i) of which 50% or more of their voting rights are held by individuals who are Non-Residents of Japan and/or corporations which are organized under the laws of foreign countries or whose principal offices are located outside of Japan or (ii) a majority of whose officers, or officers having the power of representation, are individuals who are Non-Residents of Japan.

 

Under the Foreign Exchange and Foreign Trade Act and related regulations, dividends paid on, and the proceeds of sales in Japan of, shares held by Non-Residents of Japan may in general be converted into any foreign currency and repatriated abroad.

 

Under the Foreign Exchange and Foreign Trade Act and related regulations, in general, a Non-Resident of Japan who acquires shares from a resident of Japan in a capital markets transaction is not subject to any prior filing requirement, although the Foreign Exchange and Foreign Trade Act and related regulations require such Non-Resident to obtain prior approval for any such acquisition from the Minister of Finance of Japan in certain limited circumstances. While such prior approval is not required in general, in each case where a resident of Japan receives a single payment of more than ¥30 million from a Non-Resident of Japan for a transfer of shares in a Japanese company, such resident of Japan is required to report each receipt of payment to the Minister of Finance of Japan.

 

If a Foreign Investor acquires our shares and together with parties who have a special relationship with that Foreign Investor, holds 10% or more of our issued shares as a result of such acquisition, the Foreign Investor must, with certain limited exceptions, file a report of such acquisition with the Minister of Finance and any other

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competent Minister by the 15th day of the month immediately following the month in which such acquisition occurs. In certain limited circumstances, however, a prior notification of such acquisition must be filed with the Minister of Finance and any other competent Minister, who may modify or prohibit the proposed acquisition.

 

10.E.TAXATION

 

The following is a discussion of the material Japanese and U.S. federal income tax consequences of an investment in the ADSs or common stock based upon laws and relevant interpretations thereof in effect as of the date of this annual report, all of which are subject to change. This discussion does not address all possible tax consequences relating to an investment in the ADSs or common stock, such as the tax consequences under state, local and other tax laws. You should consult your own tax advisors with respect to the consequences of acquisition, ownership and disposition of the ADSs or common stock.

 

Japanese Taxation

 

The following is a discussion summarizing material Japanese tax consequences to an owner of common stock or ADSs who is a non-resident of Japan or a non-Japanese corporation without a permanent establishment in Japan to which the relevant income is attributable. The statements regarding Japanese tax laws set forth below are based on the laws in force (including the laws regarding Special Reconstruction Income Tax which are effective from January 1, 2013) and as interpreted by the Japanese taxation authorities as of the date hereof. These statements are subject to changes in the applicable Japanese laws or double taxation conventions occurring after that date. This summary is not exhaustive of all possible tax considerations which may apply to a particular investor. Potential investors should satisfy themselves as to:

 

·

the overall tax consequences of the acquisition, ownership and disposition of ADSs or common stock, including specifically the tax consequences under Japanese law;

 

·

the laws of the jurisdiction of which they are a resident; and

 

·

any tax treaty between Japan and their respective countries of residence, by consulting their own tax advisors.

 

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For purposes of the Convention (as defined below) and Japanese tax law, U.S. holders of ADRs will be treated as the owners of the common stock underlying the ADSs evidenced by the ADRs.

 

Generally, a non-resident individual of Japan or a non-Japanese corporation as a holder of ADSs or common stock is subject to Japanese withholding tax on dividends paid by Japanese corporations. Stock splits, in general, are not subject to Japanese income tax.

 

In the absence of any applicable tax treaty, convention or agreement reducing the maximum rate of withholding tax, the rate of Japanese withholding tax applicable to dividends paid by Japanese corporations to a non-resident individual of Japan or a non-Japanese corporation is 20%. With respect to dividends paid on listed shares issued by Japanese corporations (such as our common stock) to a non-resident individual of Japan or a non-Japanese corporation, the aforementioned 20% withholding tax rate is reduced to (i) 7% for dividends to be paid by December 31, 2012, (ii) 7.147% for dividends to be paid from January 1, 2013 to December 31, 2013, (iii) 15.315% for dividends to be paid from January 1, 2014 to December 31, 2037, and (iv) 15% for dividends to be paid thereafter, except for dividends paid to any individual shareholder who holds 5% or more of the issued shares of a company. As of the date of this annual report, Japan has entered into income tax treaties, or conventions, whereby the above-mentioned withholding tax rate is reduced, in most cases to 15% or 10% for portfolio investors (15% under the income tax treaties with, among other countries, Belgium, Canada, Denmark, Finland, Germany, Ireland, Italy, Luxembourg, the Netherlands, New Zealand, Norway, Singapore, Spain, Sweden, and Switzerland, and 10% under the income tax treaties with Australia, France, the United Kingdom and the United States).

 

Under the Convention between the Government of Japan and the Government of the United States of America for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income (the “Convention”), the maximum rate of Japanese withholding tax that may be imposed on dividends paid by a Japanese corporation to a U.S. holder that does not have a permanent establishment in Japan is limited to 10% for most of qualified portfolio investors and 5% if the beneficial owner is a qualified company that owns, directly or indirectly, on the date on which entitlement to the dividend is determined, at least 10% (but not more than 50% in certain cases) of the voting stock of the Japanese corporation. The Convention provides that no Japanese tax will be

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imposed on dividends paid to a qualified pension fund that is a United States resident, if such dividends are not derived from the carrying on of a business, directly or indirectly, by such pension fund.

 

Under Japanese tax law, the maximum rate applicable under the Convention shall be applicable, subject to completion of below-described application procedures, except when such maximum rate is higher than the Japanese statutory rate, in which case the Japanese statutory rate is applicable.

 

Non-resident holders who are entitled to a reduced rate of Japanese withholding tax on payment of dividends by FRONTEO, Inc. must submit the required form in advance through FRONTEO, Inc. to the relevant tax authority before payment of dividends. The required form is the Application Form for Income Tax Convention regarding Relief from Japanese Income Tax on Dividends. A standing proxy for non-resident holders may provide such application service. With respect to ADSs, the reduced rate is applicable if The Bank of New York Mellon, as depositary, or its agent submits in duplicate two Application Forms for Income Tax Convention (one is Form 4 subtitled “Extension of Time for Withholding of Tax on Dividends with respect to Foreign Depositary Receipt” to the payer of dividends, who has to file the original with the district director of the competent tax office for the place where the payer resides, by the day before the payment of dividends and the other is Form 5 subtitled “Relief from Japanese Income Tax on Dividends with respect to Foreign Depositary Receipt” to the district director of the competent tax office through the payer of dividends in eight months from the day following the base date of payment of dividends for application purposes for which Form 4 has been submitted). To claim the reduced rate, a non-resident holder of ADSs will be required to file proof of taxpayer status, residence and beneficial ownership, as applicable. The non-resident holder will also be required to provide information or documents clarifying its entitlement to the tax reduction as may be required by the depositary. A non-resident holder of ADSs or common stock who does not submit an application in advance will be entitled to claim from the relevant Japanese tax authority a refund of withholding taxes withheld in excess of the rate of an applicable tax treaty.

 

Gains derived from the sale of the ADSs or common stock outside Japan, or from the sale of ADSs or common stock within Japan by a non-resident individual of Japan or a non-Japanese corporation, are in general not subject to Japanese income or corporation taxes provided that such gains are from portfolio investments where the shareholding ratio is within a certain prescribed level.

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An individual who has acquired ADSs or common stock as a distributee, legatee or donee may have to pay Japanese inheritance and gift taxes at progressive rates.

 

U.S. Federal Income Tax Consequences

 

The following is a summary of the material U.S. federal income tax consequences to a U.S. Holder (as defined below) of the acquisition, ownership and disposition of our ADSs or common stock purchased by a U.S. Holder pursuant to this offering. As used in this discussion, references to “we”, “our” and “us” refer only to FRONTEO, Inc.

 

The discussion below of the U.S. federal income tax consequences to “U.S. Holders” will apply to a beneficial owner of our ADSs or common stock that is for U.S. federal income tax purposes:

 

·

an individual citizen or resident of the United States;

 

·

a corporation (or other entity treated as a corporation) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia;

 

·

an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or

 

·

a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

 

This summary is based on the Internal Revenue Code of 1986, as amended, or the “Code,” its legislative history, Treasury regulations promulgated thereunder, published rulings and court decisions, all as currently in effect. These authorities are subject to change or differing interpretations, possibly on a retroactive basis.

 

This discussion does not address all aspects of U.S. federal income taxation that may be relevant to any particular holder based on such holder’s individual circumstances. In particular, this discussion considers only

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holders that will own our ADSs or common stock as capital assets within the meaning of Section 1221 of the Code, and does not address the potential application of the alternative minimum tax or the U.S. federal income tax consequences to holders that are subject to special rules, including:

 

·

financial institutions or financial services entities;

 

·

broker-dealers;

 

·

taxpayers that are subject to the mark-to-market accounting rules under Section 475 of the Code;

 

·

tax-exempt entities;

 

·

governments or agencies or instrumentalities thereof;

 

·

insurance companies;

 

·

regulated investment companies;

 

·

real estate investment trusts;

 

·

certain expatriates or former long-term residents of the United States;

 

·

persons that actually or constructively own 5 percent or more of our voting stock;

 

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·

persons that acquired our ADSs or common stock pursuant to an exercise of employee stock options, in connection with employee stock incentive plans or otherwise as compensation;

 

·

persons that hold our ADSs or common stock as part of a straddle, constructive sale, hedging, conversion or other integrated transaction; or

 

·

persons whose functional currency is not the U.S. dollar.

 

·

persons who are not a U.S. Holder.

 

This discussion does not address any aspect of U.S. federal non-income tax laws, such as gift or estate tax laws, state, local or non-U.S. tax laws or, except as discussed herein, any tax reporting obligations of a holder of our ADSs or common stock. Additionally, this discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our ADSs or common stock through such entities. If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our ADSs or common stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership.

 

We have not sought, and will not seek, a ruling from the Internal Revenue Service (IRS) or an opinion of counsel as to any U.S. federal income tax consequence described herein. The IRS may disagree with the description herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.

 

THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR ADSS OR COMMON STOCK. IT IS NOT TAX ADVICE. EACH PROSPECTIVE INVESTOR IN OUR ADSS OR COMMON STOCK IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH INVESTOR OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR ADSS OR COMMON STOCK, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, AND NON-U.S. TAX LAWS, AS WELL AS U.S. FEDERAL TAX LAWS, AND ANY APPLICABLE TAX TREATIES.

 

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U.S. Holders

 

Taxation of Distributions

 

A U.S. Holder generally will be required to include in gross income as ordinary income the amount of any cash dividend paid on our ADSs or common stock. A cash distribution on such ADSs or common stock generally will be treated as a dividend for U.S. federal income tax purposes to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Because we do not maintain calculations of our earnings and profits under U.S. federal income tax principles, it is expected that such distributions (including any Japanese taxes withheld) will be reported to U.S. Holders as dividends. As it is our intention to pay such dividends in Japanese yen, the amount of the dividend a U.S. Holder will be required to include in income will equal the U.S. dollar value of the Japanese yen, calculated by reference to the exchange rate in effect on the date the payment is received by the U.S. Holder, regardless of whether the payment is converted into U.S. dollars on the date of receipt. If the dividend is converted to U.S. dollars on the date of receipt, a U.S. Holder should not be required to recognize foreign currency gain or loss in respect of the dividend income. A U.S. Holder may have foreign currency gain or loss if the dividend is converted into U.S. dollars after the date of its receipt. If a U.S. Holder realizes gain or loss on a sale or other disposition of Japanese yen, it will be U.S. source ordinary income or loss.

 

Corporate U.S. Holders will not be entitled to claim the dividends received deduction with respect to dividends paid by us.

 

We expect to be treated as a “qualified foreign corporation,” as contemplated by Code Section 1(h)(11)(C). Thus, with certain exceptions, if the applicable holding period and other requirements are satisfied, dividends we pay to a non-corporate U.S. Holder generally will constitute “qualified dividends” that will be subject to tax at the maximum

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regular tax rate accorded to long-term capital gains for tax years beginning before January 1, 2013, after which the regular U.S. federal income tax rate applicable to dividends is scheduled to return to the regular tax rate generally applicable to ordinary income. Non-corporate U.S. Holders should consult their own tax advisors to determine whether they are subject to any special rules that limit their ability to be taxed at this favorable rate.

 

Dividends paid on our ADSs or common stock generally will be treated as income from foreign sources for United States foreign tax credit purposes and will generally constitute passive category income. A U.S. Holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any foreign withholding taxes imposed on dividends received on our ADSs or common stock. A U.S. Holder who does not elect to claim a foreign tax credit for foreign tax withheld, may instead claim a deduction, for U.S. federal income tax purposes, in respect of such withholdings, but only for a year in which such holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are complex. Each U.S. Holder is advised to consult its tax advisor regarding the availability of the foreign tax credit under its particular circumstances.

 

Taxation on the Disposition of Our ADSs or Common Stock

 

Upon a sale or other taxable disposition of our ADSs or common stock, a U.S. Holder generally will recognize U.S. source capital gain or loss in an amount equal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis in such ADSs or common stock.

 

The regular U.S. federal income tax rate on capital gains recognized by U.S. Holders generally is the same as the regular U.S. federal income tax rate on ordinary income, except that long-term capital gains recognized by non-corporate U.S. Holders are generally subject to U.S. federal income tax at a maximum regular rate of 15% for taxable years beginning before January 1, 2013 (and 20% thereafter, unless current rates are extended). Capital gain or loss will constitute long-term capital gain or loss if the U.S. Holder’s holding period for the ADSs or common stock exceeds one year. The deductibility of capital losses is subject to various limitations.

 

Additional Taxes After 2012

 

Recently enacted legislation requires certain U.S. Holders that are individuals, estates or trusts to pay an additional 3.8% Medicare tax on, among other things, dividends on, and capital gains from, the sale or other disposition of stock for taxable years beginning after December 31, 2012. U.S. Holders should consult their tax advisors regarding the effect, if any, of this legislation on their acquisition, ownership and disposition of our ADSs or common stock.

 

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Passive Foreign Investment Company

 

A non-U.S. corporation will be a passive foreign investment company, or “PFIC,” for U.S. federal income tax purposes for any taxable year, if either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more its average quarterly assets as determined on the basis of fair market value during such year produce or are held for the production of passive income. For this purpose, cash and assets readily convertible into cash are categorized as passive assets and the company’s unhooked intangibles associated with active business activities may generally be classified as active assets. A non-U.S. corporation will be treated as owning a proportionate share of the assets, and earning a proportionate share of the income, of any other corporation in which such non-U.S. corporation owns, directly or indirectly, more than 25% (by value) of the stock of such other corporation.

 

We believe that we will not be a PFIC for U.S. federal income tax purposes for our current taxable year and do not expect to become one in the foreseeable future. However, because PFIC status depends upon the composition of our income and assets, there can be no assurance that we will not be considered a PFIC for any taxable year. Because we have valued our goodwill based on the market value of our equity, a decrease in the price of our ADSs and/or common stock may also result in our becoming a PFIC. The composition of our income and our assets will also be affected by how, and how quickly, we spend the cash raised in this offering. Under circumstances where the cash is not deployed for active purposes, our risk of becoming a PFIC may increase. If we were treated as a PFIC for any taxable year during which a U.S. Holder held ADSs or common stock, as discussed below certain adverse tax consequences could apply to the U.S. Holder.

 

If we were treated as a PFIC for any taxable year during which a U.S. Holder held our ADSs or common stock, gain recognized by a U.S. Holder on a sale or other disposition of such ADSs or common stock would be allocated

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ratably over the U.S. Holder’s holding period for such ADSs or common stock. The amounts allocated to the taxable year of the sale or other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, and an interest charge would be imposed on the resulting tax liability. The same treatment would apply to any distribution in respect of our ADSs or common stock to the extent it exceeds 125% of the average of the annual distributions on such ADSs or common stock received by the U.S. Holder during the preceding three years or the U.S. Holder’s holding period, whichever is shorter. Certain elections may be available that would result in alternative treatments (such as mark-to-market treatment) of the ADSs and/or common stock.

 

In addition, if we were treated as a PFIC in a taxable year in which we pay a dividend or in the prior taxable year, the favorable dividend rate discussed above with respect to dividends paid to certain non-corporate U.S. Holders in taxable years prior to January 1, 2013 would not apply.

 

Information Reporting and Backup Withholding

 

Payments of dividends and sales proceeds that are made within the United States or through certain U.S.- related financial intermediaries generally are subject to information reporting and to backup withholding unless the U.S. Holder is a corporation or other exempt recipient or, in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding. The amount of any backup withholding from a payment to a U.S. Holder generally will be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability and may entitle such U.S. Holder to a refund, provided that the required information is timely furnished to the IRS.

 

10.F.DIVIDENDS AND PAYING AGENTS

 

Not applicable.

 

10.G.STATEMENT BY EXPERTS

 

Not applicable.

 

10.H.DOCUMENTS ON DISPLAY

 

We file periodic reports and other information with the SEC. The SEC maintains a web site at www.sec.gov that contains reports and other information regarding us and other registrants that file electronically with the SEC. You may read and copy any document we file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call SEC at 1-800-SEC-0330 for further information on the operation of its

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public reference room. Copies of the Company’s annual report on Form 20-F and other periodic reports on Form 6-K are also available on our website at http://www.fronteo.com/global/ir/financial/sec-filings.html. In addition, you may also inspect reports filed with the SEC and other information at our Tokyo headquarters, located at a 7F Meisan Takahama Building, 2-12-23, Konan, Minato-ku, Tokyo 108-0075, Japan.

 

10.I.SUBSIDIARY INFORMATION

 

Not applicable.

 

ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The principal market risks to which we are exposed include fluctuations in interest rates on long-term bank borrowing, equity market price and foreign currency exchange rates giving rise to translation gain/loss.

 

Interest Rate Risk

 

As of March 31, 2016,2017, outstanding balance of the loanour long-term bank borrowings is ¥4,335.3¥5,439.7 million.

 

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We performed a sensitivity analysis assuming a hypothetical 100 basis point movement in interest rates applied to the average monthly borrowings of the syndicated loan. As of March 31, 2016,2017, our analysis indicated that such a movement would have increased our interest expense by approximately ¥0.2¥12.1 million.

 

Equity Market Price Risk

 

The fair value of our investments in marketable equity securities exposes us to equity market price risks. As of March 31, 2016,2017, the fair value of such investments was ¥539.1¥500.4 million. The potential loss in fair value resulting from a 10% adverse change in equity market prices would be approximately ¥53.9¥50.0 million as of March 31, 2016.2017. See Note 34 to our consolidated financial statements.

 

Foreign Currency Risk

 

We have operations outside of Japan, therefore, a portion of our revenues and expenses are incurred in a currency other than Japanese yen. We do not utilize hedge instruments to manage the exposures associated with fluctuating currency exchange rates. Our operating results are exposed to changes in exchange rates between our functional currency, the Japanese yen, and the currency of the countries where we have operations. When Japanese yen weakens against foreign currencies, the Japanese yen value of revenues and expenses denominated in foreign currencies increase. When the Japanese yen strengthens, the opposite situation occurs.

 

We performed a sensitivity analysis assuming a hypothetical 100 basis point increase in foreign currency exchange rates applied to our historical fiscal 20152016 results of operations. For the year ended March 31, 2016,2017, the analysis indicated that such a movement would have decreased our revenues by approximately ¥71.8¥71.7 million and would not have had a material effect on our operating income or net income.

 

ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

 

12.A.DEBT SECURITIES

 

Not applicable.

 

12.B.WARRANTS AND RIGHTS

 

Not applicable.

 

12.C.OTHER SECURITIES

 

Not applicable.

 

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12.D.AMERICAN DEPOSITARY SHARES

 

Fees and charges payable by ADS holders

 

The Bank of New York Mellon (Depositary), as depositary of our ADSs, collects the following fees from holders of ADRs or intermediaries acting in their behalf. The Depositary may sell (by public or private sale) sufficient securities and property received prior to such deposit to pay such fees.

 

 

 

 

 

Services

    

Fees (USD)Fees(USD)

 

Taxes and other governmental charges

 

As applicable

 

 

 

 

 

Such registration fees as may from time to time be in effect for the registration of transfers of shares generally on our shareholders’ register and applicable to transfers of shares to the name of the Depositary or its nominee or the custodian or its nominee on the making of deposits or withdrawals hereunder

 

As applicable

 

 

 

 

 

Such cable, telex and facsimile transmission expenses as are expressly provided in the deposit agreement

 

As applicable

 

 

 

 

 

Such expenses as are incurred by the Depositary in the conversion of foreign currency

 

As applicable

 

 

 

 

 

The execution and delivery of Receipts and the surrender of Receipts

 

$5.00 or less per 100 ADR

 

 

 

 

 

Any cash distribution made pursuant to the Deposit Agreement

 

$.05 or less per ADR

 

 

 

 

 

D Annual fee for depositary services

 

$.05 or less per ADR

 

 

 

 

 

The distribution of securities, such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above which would have been charged as a results of the deposit of such securities, but which securities are instead distributed by the Depositary to Owners

 

As applicable

 

 

Fees and other payments made by the Depositary

 

The Depositary has agreed to reimburse us for certain reasonable expenses related to our ADR program and incurred by us in connection with the ADR program. The Depositary will reimburse us for up to $50,000 for expenses related to the establishment of our ADR program and up to $30,000 annually for expenses related to the administration and maintenance of the our ADR program. As of March 31, 2016,2017, our ADR program had been established. However, no reimbursements from the Depositary had been received.

 

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PART II

 

ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

 

None.

 

ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

 

None.

 

ITEM 15.CONTROLS AND PROCEDURES

 

Internal Control

 

(a)    Disclosure Controls and Procedures

As of the end of the fiscal year ended March 31, 2016, ourperiod covered by this report, management performedof FRONTEO conducted an evaluation, under the supervision and with the participation of FRONTEO’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of FRONTEO’s disclosure controls and procedures with the participation of Masahiro Morimoto, the chief executive officer, Masami Yaguchi, the chief financial officer.

Underas such term is defined in Rules 13a-15(e) and 15d-15(e) underof the Securities Exchange Act of 1934 disclosure controls and procedures meanas amended (the Exchange Act). The term means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that fileit files or submitsubmits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that fileit files or submitsubmits under the Securities Exchange Act of 1934 is accumulated and communicated to the company’s management, including the chiefits principal executive officer and chiefprincipal financial officerofficers, as appropriate to allow timely decisions regarding required disclosures.disclosure.

 

Based on that evaluation, the chief executive officerChief Executive Officer and chief financial officerthe Chief Finance Officer concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 2016.2017.

 

(b)Management’s Annual Report on Internal Control Over Financial Reporting

 

ManagementFRONTEO’s management is responsible for establishing and maintaining adequate internal control over financial reporting, for our company.

as such term is defined in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of FRONTEO’s Chief Executive Officer and Chief Financial Officer, management of FRONTEO conducted an evaluation of the effectiveness of FRONTEO’s internal control over financial reporting based upon the framework in “Internal Control – Integrated Framework (2013)” issued by the Committee of sponsoring Organizations of the Treadway Commission. Under Rules 13a-15(f) of the Securities Exchange Act, of 1934, internal control over financial reporting means a process designed by, or under the supervision of, our chief executive officerChief Executive and chief financial officerChief Financial Officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and includes those policies and procedures that:

 

·

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

 

·

pertainprovide reasonable assurance that transactions are recorded as necessary to the maintenancepermit preparation of recordsfinancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in reasonable detail accuratelyaccordance with authorizations of management and fairly reflect the transactions and dispositions of our assets;directors; and

 

·

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have material effect on our financial statements.

 

OurBased on that evaluation, management withconcluded that owing to the participationexistence of the chief executive officer and the chief financial officer conducted an evaluation of the effectiveness ofcertain material weakness in internal control, our internal control over financial reporting based on the frameworkwas not effective as of March 31, 2017. A material weakness is a deficiency, or a combination of deficiencies, in “Internal Control — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizationsinternal control over financial reporting such that there is a reasonable possibility that a material misstatements of the Treadway Commission. Company’s annual financial statements will not be prevented or detected on a timely basis.

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Based on this evaluation, our management concluded that as of March 31, 2016 we had material weaknesses in internal control over financial reporting.

Internal Control

In connection with the Company’s assessment of internal controls as of March 31, 2016,2017, the Company has determined that it had material weaknesses in internal controls over financial reporting exist at FRONTEO USA, Inc. (FUSA) specifically in the business combination accounting for the July 31, 2015 acquisitionareas of EvD, along with internal controls over revenue recognition, for that acquired business. In addition,income taxes and financial closing. There have been some improvements because of the Company’s remediation efforts during the year. However, the impact of the remaining material weaknesses relatingof FUSA continues to EvD hadhave a negative impact on the overall financial statement close process at FUSA and also resulting in a material weakness in internal controls therein at the consolidated level.

 

Business Combination Accounting for EvDBased on our evaluation, we have concluded that the following material weaknesses existed as of March 31, 2017:

Revenue Recognition

The Company determined that at March 31, 2016, it had a material weakness in internal control over the business combination accounting related to its acquisition of EvD. Specifically, the Company failed to appropriately review in detail and adjust the non-intangible assets and liabilities acquired, including establishing appropriate cut-off and close procedures at the acquisition date. Additionally, although the Company used external specialists to aid in their valuation of the acquired intangible assets, the Company failed to design and implement effective internal controls required to review such valuations.

Revenue Recognition at EvD

The Company determined that, at March 31, 2016, it had a material weakness in internal control over revenue recognition addressed in the prior year for the acquired EvD business.FUSA and that this was not remediated as of March 31, 2017. Specifically, the Company failed to design and implement effective internal controls to ensure that all criteria of revenue recognition were met prior to revenue being recognized in the Company’s accounting records.

Financial Statement Close Process

The In addition, the Company determined that at March 31, 2016, it had a material weakness in internal control over FUSA’s customer contracts, credit risk assessment and collectability analysis that resulted in material adjustments to the FUSA’s revenue and accounts receivables that were required to be, and were, recorded at March 31, 2017.

Income Taxes

The Company determined that the material weakness in internal control over income taxes at FUSA as of March 31, 2017. Specifically, the Company failed to design and implement effective internal controls to ensure that appropriate supervision and review of accounting for income taxes, including that relating to their external third party service provider who maintains the material part of the Company’s income tax accounting process and that relating to complex, non-routing transactions.  This resulted in material adjustments to the FUSA’s income tax accounts that were required to be, and were, recorded at March 31, 2017.

Financial Statement Close Process

The Company determined that the material weakness in internal control over the close process of the Company for the consolidated financial statement close process. Specifically, the material weaknesses relating to EvD above, resulted in insufficient resource being availablestatements addressed in the financeprior year for FUSA was not fully remediated as of March 31, 2017. Although the Company implemented corrective actions and accounting department of FRONTEOplaced key controls near the year end, the remediation efforts were not sufficient, resulting in material adjustments to close the consolidated accounting recordsFUSA’s financial statements and prepare the Company’s consolidated financial statements onat March 31, 2017.  Specifically, the material weaknesses related to insufficient resources in accounting and tax functions who are technically qualified to process complex, non-routine transactions completely and accurately in a timely basis.manner in accordance with U.S. GAAP.  

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluations of effectiveness to future periods are subject to the risk controls that may become inadequate because of changes in conditions, or that the degree of compliance with

the policies or procedures may deteriorate.

 

Notwithstanding the aforementioned material weaknesses, however, FRONTEO’s management has concluded that the consolidated financial statements for the periods covered by and included in this Annual Report on Form 20-F are fairly stated in all material respects in accordance with generally accepted accounting principles in the U.S. for each of the periods presented herein.

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(c)    Changes in Internal Controls

Remediation Efforts

Subsequent to March 31, 2017, we have taken additional steps to remediate the existing material weaknesses and to improve our internal control environment including the following:

·

Addition of Qualified Personnel in Accounting and Finance – We have hired a seasoned Chief Financial Officer of FUSA and additional accounting personnel with sufficient technical knowledge and experience in U.S. GAAP and SEC reporting requirements. We will continue to evaluate the structure of the finance organization to effectively improve our internal control environment.

·

Implementation of Formalized Policies and Procedures – We have implemented a more structured monthly and quarterly close process to improve the completeness, timeliness and accuracy of our financial reporting and disclosures including, but not limited to, those regarding proper financial statement classification, propriety of revenue recognition, formalized customer credit management and recording of income taxes and accruals. We will continue to formalize and standardize closing, consolidation and financial reporting policies and procedures as well as to create a uniform set of accounting standards and guidelines for FRONTEO’s accounting and finance personnel. This approach will allow us to streamline and enhance consistency of our reporting processes and to strengthen our processes for interim and year-end reporting.

·

Implementation of Financial Data Reviews – With additional qualified resources in the accounting and finance functions, we will have greater lead times between closing, consolidation and financial reporting, which will provide additional time for management to review and analyze financial data and information in a timely manner. 

These actions we are taking are subject to continued review supported by confirmation and testing by FRONTEO’s management. While we continue to focus on the remediation activities, we cannot assure you that we will be able to remediate these weaknesses, which could impair our ability to accurately and timely report our financial position, results of operations or cash flows. See “Risk Factors—for additional information thereon.

 

Other than as disclosed above, there were no changes to our internal control over financial reporting that occurred during the year that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

ITEM 16.       [RESERVED][RESERVED]

 

ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT

 

Our Board of Statutory Auditors has determined that Mr. Sudo is an “audit committee financial expert” as defined by Item 16.A. of Form 20-F. Mr. Sudo met the independence requirements, as the term is defined under the Nasdaq Global Select Market listing standards. For details regarding Mr. Sudo’s business experiences, see “Item 6.A. Directors and Senior Management.”

 

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ITEM 16B.CODE OF ETHICS

 

We have adopted a code of ethics that applies to our directors and executive officers, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of our code of ethics is attached as an exhibit to this annual report for reference.

 

ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Ernst & Young ShinNihon LLC (“EYSN”) has served as our independent registered public accounting firm since the years ended March 31, 2012.

 

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The chart below sets forth the aggregate fees for professional services rendered by EYSN and other Ernst & Young member firms for the years ended March 31, 20152016 and 2016.2017.

 

 

 

 

 

 

 

 

 

 

 

For the year ended March 31,

 

 

    

2015

    

2016

 

 

 

(in millions)

 

Audit Fees *(1)

 

¥

82

 

¥

153

 

 

 

 

 

 

 

 

 

Tax Fees

 

 

3

 

 

 —

 

 

 

 

 

 

 

 

 

Other Service Fees *(2)

 

 

16

 

 

 —

 

Total

 

¥

101

 

¥

153

 

 

 

 

 

 

 

 

 

 

 

For the year ended March 31,

 

 

    

2016

    

2017

 

 

 

(in millions)

 

Audit Fees (1)

 

¥

153

 

¥

316

 

Tax Fees (2)

 

 

 

 

1

 

Total

 

¥

153

 

¥

317

 


(1) Audit Fees consist of fees billed for the annual audit services engagement and other audit services, which are those services that only the external auditor reasonably can provide, and include the group audit and statutory audits.

(2) Other service fees consist primarily of fees billed for due diligence

(1)

Audit Fees consist of fees billed for the annual audit services engagement and other audit services, which are those services that only the external auditor reasonably can provide, and include the group audit and statutory audits.

(2)

Tax fees consist of fees billed for transfer pricing related services.

 

Board of Company Auditors Pre-Approval Policies and Procedures

 

Our Board of Statutory Auditors has adopted policies and procedures for pre-approving all audit and permissible non-audit work performed by our independent registered public accounting firm in accordance with Rule 2-01 (c)(7)(i)(B) under Regulation S-X. Under those policies and procedures, our Board of Statutory Auditors must pre-approve individual audit and non-audit services to be provided to us by our independent registered accounting firm and its affiliates. Those policies and procedures also describe prohibited non-audit services that may never be provided by an independent registered public accounting firm.

 

All of the services provided by our independent registered public accounting firm from March 22, 2012, when our pre-approval policies went into effect, through the end of the fiscal year ended March 31, 20162017 were pre-approved by our Board of Statutory Auditors pursuant to the pre-approval policies described above, and none of such services were approved pursuant to the procedures described in Rule 2-01 (c) (7)(i)(C) of Regulation S-X, which waives the general requirement for pre-approval in certain circumstances.

 

ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

 

With respect to the requirements of Rule 10A-3 under the Securities Exchange Act of 1934 relating to listed company audit committees, which apply to us through Rules 5605(c) of the NASDAQ Listing Rules, we rely on an exemption provided by paragraph (c)(3) of that Rule available to foreign private issuers with Boards of Statutory Auditors meeting certain requirements. For a NASDAQ-listed Japanese company with a Board of Statutory Auditors, the requirements for relying on paragraph (c)(3) of Rule 10A-3 are as follows:

 

·

The Board of Statutory Auditors must be established, and its members must be selected, pursuant to Japanese law expressly requiring such a board for Japanese companies that elect to have a corporate governance system with statutory auditors,auditors;

 

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·

Japanese law must and does require the Board of Statutory Auditors to be separate from the Board of Directors,Directors;

 

·

None of the members of the Board of Statutory Auditors may be elected by management, and none of the listed company’s executive officers may be a member of the Board of Statutory Auditors,Auditors;

 

·

Japanese law must and does set forth standards for the independence of the members of the Board of Statutory Auditors from the listed company or its management,management; and

 

·

The Board of Statutory Auditors, in accordance with Japanese law or the registrant’s governing documents, must be responsible, to the extent permitted by Japanese law, for the appointment, retention and oversight of the work of any registered public accounting firm engaged (including, to the extent permitted by Japanese law, the resolution of disagreements between management and the auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the listed company, including its principal accountant which audits its consolidated financial statements included in its annual reports on Form 20-F.

 

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To the extent permitted by Japanese law:

 

·

The Board of Statutory Auditors must establish procedures for (i) the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls, or auditing matters, and (ii) the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters,matters;

 

·

The Board of Statutory Auditors must have the authority to engage independent counsel and other advisers, as it determines necessary to carry out its duties,duties; and

 

·

The listed company must provide for appropriate funding, as determined by its Board of Statutory Auditors, for payment of (i) compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for us, (ii) compensation to any advisers employed by the Board of Statutory Auditors, and (iii) ordinary administrative expenses of the Board of Statutory Auditors that are necessary or appropriate in carrying out its duties.

 

In our assessment, our Board of Statutory Auditors, which meets the requirements for reliance on the exemption in paragraph (c)(3) of Rule 10A-3 described above, is not materially less effective than an audit committee meeting all the requirements of paragraph (b) of Rule 10A-3 (without relying on any exemption provided by that Rule) at acting independently of management and performing the functions of an audit committee as contemplated therein.

 

ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

 

None

 

ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

 

Not applicable.

 

ITEM 16G.CORPORATE GOVERNANCE

 

Nasdaq Listing Rule 5615 provides that a foreign private issuer may follow its home country practice in lieu of the requirements of Rule 5600, provided that such foreign private issuer discloses in its annual reports filed with the Securities and Exchange Commission or on its website each requirement of Rule 5600 that it does not follow and describes the home country practice followed by the issuer in lieu of such requirements.

 

Nasdaq Listing Rule 5605(b), Rule 5605(d) and Rule 5605(e) require that (i) a majority of our Board of Directors be independent directors as defined in Rule 5605(a)(2), (ii) independent directors have regularly scheduled meetings at which only they are present, (iii) compensation of the chief executive officer and other executive officers be

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determined, or recommended to the Board of Directors for determination, either by a majority of the independent directors or by a compensation committee comprised solely of independent directors, and (iv) director nominees be selected, or recommended for selection by our Board of Directors, either by a majority of the independent directors or by a nominations committee comprised solely of independent directors, in accordance with the nominations process set forth in a formal written charter or board resolution. For large Japanese companies under the Companies Act of Japan, including us, there is no independence requirement with respect to directors. The task of overseeing management and accounting firms is assigned to our board of statutory auditors, who are separate and independent from the company’s management. 50% or more of our statutory auditors are required to be “outside” statutory auditors who must meet additional independence requirements under the Companies Act of Japan. An “outside” statutory auditor is defined in the Companies Act of Japan as a company auditor who had not served as a director, manager or any other employee of the company or any of its subsidiaries at any time prior to the appointment.

 

Nasdaq Listing Rule 5605(c) requires that (i) each issuer have adopted a formal written audit committee charter meeting the requirements of Rule 5605(c)(1) and (ii) the issuer have an audit committee of at least three members who are independent as defined under Rule 5605(a)(2), meet the independence criteria set forth in Rule 10A-3(b)(1) under the U.S. Securities Exchange Act of 1934 and satisfy certain other criteria. We employ a board of statutory auditors as described above.  With respect to the requirements of Rule 10A-3 under the U.S. Securities Exchange Act of 1934 relating to listed company audit committees, we rely on an exemption under paragraph (c)(3) of that rule which is available to foreign private issuers with boards of company auditors meeting certain criteria.

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Nasdaq Listing Rule 5620(c) provides that each issuer provide for a quorum as specified in its by-laws for any meeting of holders of common stock, which shall be at least 33 1/3% of the outstanding shares of the issuer’s voting common stock. We provide for a quorum as specified in our articles of incorporation for a special resolution for resolution of material corporate actions, which shall be at least one-third of our outstanding shares of voting common stock. Also, the Companies Act of Japan requires a quorum for the election or removal of directors or statutory auditors.

 

Nasdaq Listing Rule 5620(b) provides that each issuer solicit proxies and provide proxy statements for all meetings of shareholders and provide copies of such proxy solicitation to Nasdaq. As a Japanese company whose shares are listed on the securities exchanges defined in the Financial Instrument and Exchange Act of Japan, we may, but are not required to, solicit proxies for meetings of shareholders. If we solicit proxies for a meeting of shareholders, we are required to provide proxy statements and documents for reference as provided for in the Financial Instrument and Exchange Act of Japan and provide copies of such proxy statements and documents for reference to the Kanto Local Finance Bureau.

 

Nasdaq Listing Rule 5630(a) provides that each issuer conduct appropriate review and oversight of all related party transactions for potential conflict of interest situations on an ongoing basis by the issuer’s audit committee or another independent body of the Board of Directors. Following the requirements of the Companies Act of Japan, we require a director to obtain the approval of the Board of Directors in order for such director to accept a transfer of one of our products or any of our other assets, to transfer a product or any other asset of such director to us, to receive a loan from us, or to effect any other transaction with us, for himself or a third-party.

 

Nasdaq Listing Rule 5635 provides that shareholder approval be obtained prior to the issuance of designated securities under subparagraphs (a), (b), (c) or (d) of Rule 5635. Where a Japanese joint stock company (kabushiki kaisha) like us issues common shares under the Companies Act of Japan, it is necessary for the Board of Directors to determine the conditions of issuance; provided, however, that this shall not apply if the articles of incorporation provide that such conditions shall be determined by the shareholders’ meeting. Currently, our articles of incorporation do not provide for any such exception. Additionally, if we issue common stock to persons other than shareholders at an especially favorable issue price, even when there are provisions related thereto in the articles of incorporation, some matters related to such issuance shall be resolved by special resolution of the shareholders’ meeting.

 

ITEM 16H.MINE SAFETY DISCLOSURE

 

Not applicable.

 

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PART III

 

ITEM 17.FINANCIAL STATEMENTS

 

Not applicable.

 

ITEM 18.FINANCIAL STATEMENTS

 

The following financial statements are filed as part of this annual report on Form 20-F.

 

ITEM 19.EXHIBITS

 

Index to Exhibits

 

 

 

 

1.1

*

Articles of Incorporation of the Registrant (English translation), dated July 1, 2016

 

 

 

2.1

 

Specimen certificate evidencing American Depositary Receipt (included in Exhibit 2.2) (incorporated by reference to Exhibit 4.2 to Amendment No. 3 to the Company’s registration statement on Form F-1 (Reg. No. 333-184691) filed on April 10,11, 2013)

 

 

 

2.2

 

Form of Deposit Agreement among the Registrant, the depositary and all registered holders and beneficial owners of the American Depositary Shares (incorporated by reference to Exhibit 4.2 to Amendment No. 3 to the Company’s registration statement on Form F-1 (Reg. No. 333-184691) filed on April 10,11, 2013)

 

 

 

2.3

 

Form of Underwriters’ Warrant Agreement (incorporated by reference to Exhibit 4.3 to Amendment No. 3 to the Company’s registration statement on Form F-1 (Reg. No. 333-184691) filed on April 10,11,  2013)

 

 

 

4.1

 

Basic Distribution Agreement, dated as of December 26, 2005, between UBIC, Inc. and Focus Systems (incorporated by reference to Exhibit 10.3 to the Company’s registration statement on Form F-1 (Reg. No. 333-184691) filed on November 1, 2012)

 

 

 

4.2

 

Fifth Stock Option Agreement, dated as of April 28, 2011 (incorporated by reference to Exhibit 10.5 to the Company’s registration statement on Form F-1 (Reg. No. 333-184691) filed on November 1, 2012)

 

 

 

4.3

 

Sixth Stock Option Agreement, dated as of June 21, 2012 (incorporated by reference to Exhibit 10.6 to the Company’s registration statement on Form F-1 (Reg. No. 333-184691) filed on November 1, 2012)

 

 

 

4.4

 

Seventh Stock Option Agreement, dated as of May 31, 2013 (incorporated by reference to Exhibit 4.5 to the Company’s annual report on Form 20-F (File No. 001-35884) filed on July 31, 2013)

 

 

 

4.5

 

Ninth Stock Option Agreement, dated as of May 22, 2014 (incorporated by reference to Exhibit 4.6 to the Company’s annual report on Form 20-F (File No, 001-35884) filed on July 31, 2014)

 

 

 

4.6

 

Eleventh Stock Option Agreement, dated as of May 28, 2015 (incorporated by reference to Exhibit 4.7 to the Company’s annual report on Form 20-F (File No, 001-35884) filed on July 30, 2015)

 

 

 

4.7 

*

Twelfth Stock Option Agreement, dated as of August 1, 2015

4.8 

*

Thirteenth Stock Option Agreement, dated as of June 22, 2016

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4.7

Twelfth Stock Option Agreement, dated as of August 1, 2015 (incorporated by reference to Exhibit 4.7 to the Company’s annual report on Form 20-F (File No, 001-35884) filed on August 15, 2016)

4.8

Thirteenth Stock Option Agreement, dated as of June 22, 2016 (incorporated by reference to Exhibit 4.8 to the Company’s annual report on Form 20-F (File No, 001-35884) filed on August 15, 2016)

4.9

*

Fourteenth Stock Option Agreement, dated as of August 26, 2016

4.10

*

Fifteenth Stock Option Agreement, dated as of December 23, 2016 

4.11

*

Sixteenth Stock Option Agreement, dated as of April 21, 2017 

4.12

*

Seventeenth Stock Option Agreement, dated as of July 7, 2017 

4.13

*

Eighteenth Stock Option Agreement, dated as of Jun 23, 2017

4.14

*

Ninteenth Stock Option Agreement, dated as of July 21, 2017

4.15

 

Basic Agreement on Bank Transaction, dated as of November 15, 2005, between UBIC Inc. and the Bank of Tokyo-Mitsubishi UFJ, Ltd. (incorporated by reference to Exhibit 10.7 to the Company’s registration statement on Form F-1 (Reg. No. 333-184691) filed on November 1, 2012)

 

 

 

4.10 4.16

 

Basic Agreement on Mutual Payment, dated as of May 27, 2008, between UBIC Inc. and the Bank of Tokyo-Mitsubishi UFJ, Ltd. (incorporated by reference to Exhibit 10.8 to the Company’s registration statement on Form F-1 (Reg. No. 333-184691) filed on November 1, 2012)

 

 

 

4.11 4.17

 

Deed of Bank Loan Agreement, dated as of May 30, 2008, between UBIC Inc. and the Bank of Tokyo-Mitsubishi UFJ, Ltd. (incorporated by reference to Exhibit 10.9 to the Company’s registration statement on Form F-1 (Reg. No. 333-184691) filed on November 1, 2012)

 

 

 

4.12 4.18

 

Deed of Bank Loan Agreement, dated as of November 30, 2009, between UBIC Inc. and the Bank of Tokyo-Mitsubishi UFJ, Ltd. (incorporated by reference to Exhibit 10.10 to the Company’s registration statement on Form F-1 (Reg. No. 333-184691) filed on November 1, 2012)

 

 

 

4.13 4.19

 

Basic Agreement on Bank Transaction, dated as of December 17, 2008, between UBIC Inc. and the Bank of Yokohama, Ltd. (incorporated by reference to Exhibit 10.11 to the Company’s registration statement on Form F-1 (Reg. No. 333-184691) filed on November 1, 2012)

 

 

 

4.14 4.20

 

Amendment Letter to the Basic Agreement on Bank Transaction, dated as of November 30, 2011, between UBIC Inc. and the Bank of Yokohama, Ltd. (incorporated by reference to Exhibit 10.12 to the Company’s registration statement on Form F-1 (Reg. No. 333-184691) filed on November 1, 2012)

 

 

 

4.15 4.21

 

Basic Agreement on Bank Transaction, dated as of March 31, 2005, between UBIC Inc. and Sumitomo Mitsui Banking Corporation (incorporated by reference to Exhibit 10.13 to the Company’s registration statement on Form F-1 (Reg. No. 333-184691) filed on November 1, 2012)

 

 

 

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4.16 4.22

 

Syndicated Term Loan Agreement, dated as of September 27, 2011, among UBIC Inc., the Bank of Tokyo-Mitsubishi UFJ, Ltd, the Bank of Yokohama, Ltd, Sumitomo Mitsui Banking Corporation and Resona Bank, Ltd (incorporated by reference to Exhibit 10.14 to the Company’s registration statement on Form F-1 (Reg. No. 333-184691) filed on November 1, 2012)

 

 

 

4.17 4.23

 

Syndicated Revolving Line of Credit Facility Agreement, dated December 28, 2012, among UBIC, Inc. and Bank of Tokyo-Mitsubishi UFJ, Bank of Yokohama, Ltd., Sumitomo Mitsui Banking Corporation, Mizuho Bank, and Resona Bank, Ltd. (incorporated by reference to Exhibit 10.15 to Amendment No. 2 to the Company’s registration statement on Form F-1 (Reg. No. 333-184691) filed on April 2,3, 2013)

 

 

 

4.18 4.24

 

Extension of Syndicated Revolving Line of Credit Facility Agreement, dated as of December 12, 2013, among UBIC, Inc. and Bank of Tokyo-Mitsubishi UFJ, Bank of Yokohama, Ltd., Sumitomo Mitsui Banking Corporation, Mizuho Bank, and Resona Bank, Ltd. (incorporated by reference to Exhibit 4.16 to the Company’s annual report on Form 20-F (File No, 001-35884) filed on July 31, 2014)

 

 

 

4.19 4.25

 

Loan Agreement, dated October 15, 2013, by and between UBIC, Inc. and Nippon Life Insurance Company (incorporated by reference to Exhibit 4.17 to the Company’s annual report on Form 20-F (File No, 001-35884) filed on July 31, 2014)

 

 

 

4.20 4.26

 

Stock Purchase Agreement, dated as of August 28, 2014, by and among UBIC, Inc., TechLaw Holdings, Inc. and TechLaw Solutions, Inc. (incorporated by reference to Exhibit 99.1 to the Company’s report on Form 6-K (File No. 001-35884) filed on August 28, 2014) 

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4.21 4.27

 

Loan Agreement, dated February 5, 2015, by and between UBIC, Inc. and the Bank of Tokyo-Mitsubishi UFJ, Ltd. (incorporated by reference to Exhibit 4.20 to the Company’s annual report on Form 20-F (File No, 001-35884) filed on July 30, 2015)

 

 

 

4.22 4.28

 

Loan Agreement, dated February 2, 2015, by and between UBIC, Inc. and Sumitomo Mitsui Banking Corporation (incorporated by reference to Exhibit 4.21 to the Company’s annual report on Form 20-F (File No, 001-35884) filed on July 30, 2015).

 

 

 

4.23 4.29

 

Stock Purchase Agreement, dated as of July 31, 2015, by and among UBIC, EVD and Andatha International, Inc., a California Corporation, Evolve Discovery PA, LLC, a California limited liability company, Evolve Discovery LA, LLC, a California limited liability company, Evolve Discovery Portland, LLC, an Oregon limited liability company, and Evolve Discovery Seattle, LLC, a Washington limited liability company. (incorporated by reference to Exhibit 99.1 to the Company’s report on Form 6-K (File No. 001-35884) filed on August 3, 2015)

 

 

 

4.24 4.30

*

Bridge Loan Agreement, dated as of July 28, 2015, by and between UBIC, Inc. and the Bank of Tokyo-Mitsubishi UFJ, Ltd. (original Japanese version and English summary translation provided).(incorporated by reference to Exhibit 4.24 to the Company’s annual report on Form 20-F (File No, 001-35884) filed on August 15, 2016)

 

 

 

4.25 4.31

*

Bridge Loan Agreement, dated as of July 27, 2015, by and between UBIC, Inc. and Sumitomo Mitsui Banking Corporation (original Japanese version and English summary translation provided).(incorporated by reference to Exhibit 4.25 to the Company’s annual report on Form 20-F (File No, 001-35884) filed on August 15, 2016)

 

 

 

4.26 4.32

*

Bridge Loan Agreement, dated as of October 26, 2015, by and between UBIC, Inc. and Sumitomo Mitsui Banking Corporation (original Japanese version and English summary translation provided).(incorporated by reference to Exhibit 4.26 to the Company’s annual report on Form 20-F (File No, 001-35884) filed on August 15, 2016)

 

 

 

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4.27 4.33

*

Bridge Loan Agreement, dated as of November 20, 2015, by and between UBIC, Inc. and Sumitomo Mitsui Banking Corporation (original Japanese version and English summary translation provided).(incorporated by reference to Exhibit 4.27 to the Company’s annual report on Form 20-F (File No, 001-35884) filed on August 15, 2016)

 

 

 

4.28 4.34

*

Pledge Agreement dated as of December 24, 2015, by and between UBIC, Inc. and Sumitomo Mitsui Banking Corporation (incorporated by reference to Exhibit 4.28 to the Company’s annual report on Form 20-F (File No, 001-35884) filed on August 15, 2016)

 

 

 

4.29 4.35

*

Loan Agreement, dated November 30, 2015, by and between UBIC, Inc. and the Bank of Tokyo-Mitsubishi UFJ, Ltd. (original Japanese version and full English translation provided).(incorporated by reference to Exhibit 4.29 to the Company’s annual report on Form 20-F (File No, 001-35884) filed on August 15, 2016)

 

 

 

4.30 4.36

*

Loan Agreement, dated November 30, 2015, by and between UBIC, Inc. and Sumitomo Mitsui Banking Corporation (original Japanese version and full English translation provided).(incorporated by reference to Exhibit 4.30 to the Company’s annual report on Form 20-F (File No, 001-35884) filed on August 15, 2016)

 

 

 

4.31 4.37

*

Syndicated Term Loan Agreement, dated as of July xx,26, 2016, among UBICFRONTEO Inc., the Bank of Tokyo-Mitsubishi UFJ, Ltd, the Bank of Yokohama, Ltd, Sumitomo Mitsui Banking Corporation and Resona Bank, Ltd (incorporated by reference to Exhibit 4.31 to the Company’s annual report on Form 20-F (File No, 001-35884) filed on August 15, 2016)

4.38

*

Investment Agreement, dated November 14, 2016, by and between FRONTEO, Inc. and Whiz Partners, Inc.

 

 

 

8.1

*

Subsidiaries of the Registrant (incorporated by reference to Exhibit 8.1 to the Company’s annual report on Form 20-F (File No, 001-35884) filed on August 15, 2016) 

 

 

 

11.1

*

Code of Ethics of the Registrant applicable to its directors and executive officers, including its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions (English translation), dated February 26, 2015

 

 

 

12.1

*

Certification of the Registrant’s Chief Executive Officer and Chairman of the Board pursuant to Section 302 of the Sarbanes-Oxley Act

 

 

 

79


12.2

*

Certification of the Registrant’s Chief Financial and Administrative Officer pursuant to Section 302 of the Sarbanes-Oxley Act

 

 

 

13.1

*

Certifications of the Registrant’s Chief Executive Officer and Chairman of the Board, and Chief Financial and Administrative Officer pursuant to Section 906 of the Sarbanes-Oxley Act

 

 

 

101.INS

*

Instance Document

 

 

 

101.SCH

*

Schema Document

 

 

 

101.CAL

*

Calculation Linkbase Document

 

 

 

101.DEF

*

Definition Linkbase Document

 

 

 

101.LAB

*

Label Linkbase Document

 

 

 

101.PRE

*

Presentation Linkbase Document


*Filed herewith

8079


 

SIGNATURES

 

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

Date: August 15, 2016July 31, 2017

 

 

 

 

 

FRONTEO, INC.

 

By:

/s/ Masahiro Morimoto

 

Name:

Masahiro Morimoto

 

Title:

Chief Executive Officer and Chairman of the Board

 

 

 

 

8180


 

 

 

 

 

 

 

F-1


 

Report of Independent Registered Public Accounting Firm

 

The Board of Directors and Shareholders of FRONTEO, Inc.

 

We have audited the accompanying consolidated balance sheets of FRONTEO, Inc. and Subsidiaries as of March 31, 20152016 and 2016,2017, and the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for each of the three years in the period ended March 31, 2016.2017. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of FRONTEO, Inc. and Subsidiaries at March 31, 20152016 and 2016,2017, and the consolidated results of their operations and their cash flows for each of the three years in the period ended March 31, 2016,2017, in conformity with U.S. generally accepted accounting principles.

 

 

/s/ Ernst & Young ShinNihon LLC

Tokyo, Japan

August 15, 2016July 31, 2017

F-2


 

 

FRONTEO, Inc. and Subsidiaries

 

Consolidated Balance Sheets

March 31, 20152016 and 20162017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

 

    

2015

    

2016

 

    

2016

    

2017

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

¥

2,718,261

 

¥

1,795,960

 

 

¥

1,795,960

 

¥

4,533,182

 

Current portion of investments

 

 

1,063

 

 

1,084

 

 

 

1,084

 

 

1,104

 

Trade accounts receivable, net of allowance for doubtful accounts of ¥25,374 thousand and ¥75,269 thousand as of March 31, 2015 and 2016

 

 

1,541,422

 

 

2,795,855

 

Trade accounts receivable, net of allowance for doubtful accounts of ¥75,269 thousand and ¥165,635 thousand as of March 31, 2016 and 2017

 

 

2,795,855

 

 

3,150,875

 

Inventories

 

 

9,002

 

 

73,470

 

Prepaid expenses

 

 

156,637

 

 

377,740

 

 

 

377,740

 

 

403,111

 

Deferred tax assets

 

 

75,471

 

 

149,495

 

 

 

149,495

 

 

657,541

 

Other current assets

 

 

139,547

 

 

294,571

 

 

 

285,569

 

 

268,805

 

Total Current Assets

 

 

4,632,401

 

 

5,414,705

 

 

 

5,414,705

 

 

9,088,088

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property and equipment—net

 

 

811,964

 

 

1,120,720

 

 

 

1,120,720

 

 

1,177,255

 

Capitalized computer software costs—net

 

 

962,224

 

 

919,464

 

 

 

919,464

 

 

963,241

 

Goodwill

 

 

175,427

 

 

2,132,137

 

 

 

2,132,137

 

 

2,038,710

 

Customer relationships—net

 

 

372,824

 

 

1,954,416

 

Customer relationship–net

 

 

1,954,416

 

 

1,913,459

 

Other intangible assets—net

 

 

72,101

 

 

237,203

 

 

 

237,203

 

 

135,138

 

Investments in securities

 

 

512,323

 

 

639,935

 

 

 

639,935

 

 

500,415

 

Investments

 

 

 —

 

 

225,360

 

 

 

225,360

 

 

224,380

 

Rental deposits

 

 

130,415

 

 

141,071

 

 

 

141,071

 

 

140,642

 

Deferred tax assets

 

 

12,172

 

 

45,831

 

 

 

45,831

 

 

4,253

 

Other assets

 

 

11,326

 

 

35,813

 

 

 

35,813

 

 

60,027

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

¥

7,693,177

 

¥

12,866,655

 

 

¥

12,866,655

 

¥

16,245,608

 

 

See notes to the consolidated financial statements.

 

F-3


 

Table of Contents 

FRONTEO, Inc. and Subsidiaries

 

Consolidated Balance Sheets

March 31, 20152016 and 20162017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

 

    

2015

    

2016

 

    

2016

    

2017

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade accounts payable

 

¥

432,188

 

¥

1,634,514

 

 

¥

1,634,514

 

¥

708,581

 

Short-term bank borrowing

 

 

36,000

 

 

52,000

 

 

 

52,000

 

 

1,000,000

 

Current portion of long-term debt

 

 

458,243

 

 

703,986

 

 

 

703,986

 

 

808,229

 

Accrued income taxes

 

 

94,086

 

 

137,651

 

 

 

137,651

 

 

150,261

 

Retirement and severance benefits—current

 

 

5,037

 

 

3,201

 

 

 

3,201

 

 

8,468

 

Accrued expenses

 

 

348,430

 

 

752,231

 

 

 

752,231

 

 

872,801

 

Deferred tax liabilities

 

 

6,165

 

 

 —

 

Other current liabilities

 

 

124,835

 

 

289,957

 

 

 

289,957

 

 

291,749

 

Total Current Liabilities

 

 

1,504,984

 

 

3,573,540

 

 

 

3,573,540

 

 

3,840,089

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncurrent Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

 

775,340

 

 

3,636,987

 

 

 

3,636,987

 

 

5,937,293

 

Retirement and severance benefits—noncurrent

 

 

31,087

 

 

56,152

 

 

 

56,152

 

 

46,061

 

Deferred tax liabilities

 

 

81,397

 

 

826,545

 

 

 

826,545

 

 

726,161

 

Derivative liabilities

 

 

 —

 

 

258,205

 

 

 

258,205

 

 

214,611

 

Other liabilities

 

 

52,018

 

 

74,678

 

 

 

74,678

 

 

477,033

 

Total Noncurrent Liabilities

 

 

939,842

 

 

4,852,567

 

 

 

4,852,567

 

 

7,401,159

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EQUITY:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock: Authorized 72,000,000 shares; Issued and outstanding 35,491,360 shares and 35,751,360 shares at March 31, 2015 and 2016, respectively

 

 

1,997,214

 

 

2,014,712

 

Common stock: Authorized 72,000,000 shares;
Issued and outstanding, 35,751,360 shares and 37,921,862
shares at March 31, 2016 and 2017, respectively

 

 

2,014,712

 

 

2,790,402

 

Additional paid-in capital

 

 

1,487,429

 

 

1,569,539

 

 

 

1,569,539

 

 

2,370,849

 

Retained earnings

 

 

1,389,551

 

 

865,610

 

Accumulated other comprehensive income (loss)

 

 

360,739

 

 

(28,485)

 

Treasury stock, at cost—630 shares at March 31, 2015 and 2016

 

 

(26)

 

 

(26)

 

Retained earnings (accumulated deficit)

 

 

865,610

 

 

(106,730)

 

Accumulated other comprehensive loss

 

 

(28,485)

 

 

(82,479)

 

Treasury stock, at cost—630 shares at March 31, 2016 and 2017

 

 

(26)

 

 

(26)

 

Total FRONTEO, Inc. shareholders’ equity

 

 

5,234,907

 

 

4,421,350

 

 

 

4,421,350

 

 

4,972,016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NONCONTROLLING INTERESTS

 

 

13,444

 

 

19,198

 

 

 

19,198

 

 

32,344

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Equity

 

 

5,248,351

 

 

4,440,548

 

 

 

4,440,548

 

 

5,004,360

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND EQUITY

 

¥

7,693,177

 

¥

12,866,655

 

 

¥

12,866,655

 

¥

16,245,608

 

 

See notes to the consolidated financial statements.

 

F-4


 

Table of Contents 

FRONTEO, Inc. and Subsidiaries

 

Consolidated Statements of Operations

For the Year Ended March 31

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

 

    

2014

    

2015

    

2016

 

    

2015

    

2016

    

2017

 

Revenue

 

¥

4,173,694

 

¥

6,279,615

 

¥

10,529,287

 

 

¥

6,279,615

 

¥

10,529,287

 

¥

11,208,041

 

Operating revenue from reimbursed direct costs

 

 

18,874

 

 

25,311

 

 

26,949

 

 

 

25,311

 

 

26,949

 

 

12,734

 

Total revenue

 

 

4,192,568

 

 

6,304,926

 

 

10,556,236

 

 

 

6,304,926

 

 

10,556,236

 

 

11,220,775

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

2,314,348

 

 

3,140,080

 

 

5,746,069

 

 

 

3,140,080

 

 

5,746,069

 

 

6,904,980

 

Reimbursed direct costs

 

 

18,874

 

 

25,311

 

 

26,949

 

 

 

25,311

 

 

26,949

 

 

12,734

 

Selling, general and administrative expenses

 

 

2,497,339

 

 

2,864,113

 

 

4,853,497

 

 

 

2,864,113

 

 

4,853,497

 

 

5,481,912

 

Total operating expenses

 

 

4,830,561

 

 

6,029,504

 

 

10,626,515

 

Total operating expense

 

 

6,029,504

 

 

10,626,515

 

 

12,399,626

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

 

(637,993)

 

 

275,422

 

 

(70,279)

 

 

 

275,422

 

 

(70,279)

 

 

(1,178,851)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

691

 

 

1,699

 

 

1,672

 

 

 

1,699

 

 

1,672

 

 

3,634

 

Interest expense

 

 

(30,867)

 

 

(28,177)

 

 

(54,793)

 

 

 

(28,177)

 

 

(54,793)

 

 

(125,743)

 

Loss on derivatives

 

 

 —

 

 

 —

 

 

(258,205)

 

Foreign currency exchange gains

 

 

120,246

 

 

200,438

 

 

161,680

 

Gain (loss) on derivatives

 

 

 

 

(258,205)

 

 

43,594

 

Foreign currency exchange gains (losses)

 

 

200,438

 

 

161,680

 

 

(13,751)

 

Dividend income

 

 

6,750

 

 

9,000

 

 

11,250

 

 

 

9,000

 

 

11,250

 

 

14,400

 

Other—net

 

 

(8,030)

 

 

(85)

 

 

(20,075)

 

 

 

(85)

 

 

(20,075)

 

 

(60,255)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

 

(549,203)

 

 

458,297

 

 

(228,750)

 

 

 

458,297

 

 

(228,750)

 

 

(1,316,972)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income taxes (benefit)

 

 

(105,651)

 

 

238,094

 

 

183,125

 

 

 

238,094

 

 

183,125

 

 

(458,109)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

(443,552)

 

 

220,203

 

 

(411,875)

 

 

 

220,203

 

 

(411,875)

 

 

(858,863)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: Net income attributable to noncontrolling interests

 

 

4,798

 

 

1,750

 

 

5,757

 

 

 

1,750

 

 

5,757

 

 

6,224

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to FRONTEO, Inc. shareholders

 

¥

(448,350)

 

¥

218,453

 

¥

(417,632)

 

 

¥

218,453

 

¥

(417,632)

 

¥

(865,087)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yen

 

 

Yen

 

    

2014

    

2015

    

2016

 

    

2015

    

2016

    

2017

 

Net income (loss) attributable to FRONTEO, Inc. shareholders per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

¥

(13.2)

 

¥

6.3

 

¥

(11.7)

 

 

¥

6.3

 

¥

(11.7)

 

¥

(23.8)

 

Diluted

 

 

(13.2)

 

 

6.1

 

 

(11.7)

 

 

 

6.1

 

 

(11.7)

 

 

(23.8)

 

 

See notes to the consolidated financial statements.

 

F-5


 

Table of Contents 

FRONTEO, Inc. and Subsidiaries

 

Consolidated Statements of Comprehensive Income (Loss)

For the Year Ended March 31

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

 

    

2014

    

2015

    

2016

 

    

2015

    

2016

    

2017

 

Net income (loss)

 

¥

(443,552)

 

¥

220,203

 

¥

(411,875)

 

 

¥

220,203

 

¥

(411,875)

 

¥

(858,863)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

15,443

 

 

138,130

 

 

(449,944)

 

 

 

138,130

 

 

(449,944)

 

 

(51,994)

 

Unrealized holding gains on securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount arising during the period

 

 

2,320

 

 

89,693

 

 

78,215

 

 

 

89,693

 

 

78,215

 

 

(15,759)

 

Adjustments related to retirement and severance benefits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount arising during the period

 

 

(4,886)

 

 

(1,703)

 

 

(17,495)

 

 

 

(1,703)

 

 

(17,495)

 

 

13,759

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total other comprehensive income (loss)

 

 

12,877

 

 

226,120

 

 

(389,224)

 

 

 

226,120

 

 

(389,224)

 

 

(53,994)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income (loss)

 

 

(430,675)

 

 

446,323

 

 

(801,099)

 

 

 

446,323

 

 

(801,099)

 

 

(912,857)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: Comprehensive income attributable to noncontrolling interests

 

 

4,798

 

 

1,750

 

 

5,757

 

 

 

1,750

 

 

5,757

 

 

6,224

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income (loss) attributable to FRONTEO, Inc. shareholders

 

¥

(435,473)

 

¥

444,573

 

¥

(806,856)

 

 

¥

444,573

 

¥

(806,856)

 

¥

(919,081)

 

See notes to the consolidated financial statements.

F-6


Table of Contents

FRONTEO, Inc. and Subsidiaries

Consolidated Statements of Equity

For the Year Ended March 31

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen, except share data

 

 

 

FRONTEO, Inc. Shareholders

 

 

 

 

 

 

 

 

    

 

    

 

 

    

 

 

    

 

 

    

Accumulated

    

 

 

    

 

 

    

 

 

 

 

 

Shares of

 

 

 

 

Additional

 

 

 

 

Other

 

 

 

 

Non-

 

 

 

 

 

 

Common Stock

 

Common

 

Paid-in

 

Retained

 

Comprehensive

 

Treasury

 

controlling

 

Total

 

 

 

Outstanding

 

Stock

 

Capital

 

Earnings

 

Income

 

Stock

 

Interests

 

Equity

 

Balance at March 31, 2014

 

34,411,360

 

¥

1,404,139

 

¥

890,478

 

¥

1,171,098

 

¥

134,619

 

¥

(26)

 

¥

21,306

 

¥

3,621,614

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

218,453

 

 

 

 

 

 

 

 

1,750

 

 

220,203

 

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

226,120

 

 

 

 

 

 

 

 

226,120

 

Stock issuance

 

1,000,000

 

 

577,800

 

 

567,387

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,145,187

 

Share-based compensation

 

 

 

 

 

 

 

27,160

 

 

 

 

 

 

 

 

 

 

 

 

 

 

27,160

 

Exercise of stock options

 

80,000

 

 

15,275

 

 

2,367

 

 

 

 

 

 

 

 

 

 

 

 

 

 

17,642

 

Acquisition of noncontrolling interests in a consolidated subsidiary

 

 

 

 

 

 

 

37

 

 

 

 

 

 

 

 

 

 

 

(9,612)

 

 

(9,575)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2015

 

35,491,360

 

¥

1,997,214

 

¥

1,487,429

 

¥

1,389,551

 

¥

360,739

 

¥

(26)

 

¥

13,444

 

¥

5,248,351

 

F-7


Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen, except share data

 

 

 

FRONTEO, Inc. Shareholders

 

 

 

 

 

 

 

 

    

 

    

 

 

    

 

 

    

 

 

    

Accumulated

    

 

 

    

 

 

    

 

 

 

 

 

Shares of

 

 

 

 

Additional

 

 

 

 

Other

 

 

 

 

Non-

 

 

 

 

 

 

Common Stock

 

Common

 

Paid-in

 

Retained

 

Comprehensive

 

Treasury

 

controlling

 

Total

 

 

 

Outstanding

 

Stock

 

Capital

 

Earnings

 

Income(Loss)

 

Stock

 

Interests

 

Equity

 

Balance at March 31, 2015

 

35,491,360

 

¥

1,997,214

 

¥

1,487,429

 

¥

1,389,551

 

¥

360,739

 

¥

(26)

 

¥

13,444

 

¥

5,248,351

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

(417,632)

 

 

 

 

 

 

 

 

5,757

 

 

(411,875)

 

Other comprehensive loss, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

(389,224)

 

 

 

 

 

 

 

 

(389,224)

 

Share-based compensation

 

 

 

 

 

 

 

78,411

 

 

 

 

 

 

 

 

 

 

 

 

 

 

78,411

 

Exercise of stock options

 

260,000

 

 

17,498

 

 

3,699

 

 

 

 

 

 

 

 

 

 

 

 

 

 

21,197

 

Dividends paid

 

 

 

 

 

 

 

 

 

 

(106,472)

 

 

 

 

 

 

 

 

 

 

 

(106,472)

 

Other

 

 

 

 

 

 

 

 

 

 

163

 

 

 

 

 

 

 

 

(3)

 

 

160

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2016

 

35,751,360

 

¥

2,014,712

 

¥

1,569,539

 

¥

865,610

 

¥

(28,485)

 

¥

(26)

 

¥

19,198

 

¥

4,440,548

 

 

See notes to the consolidated financial statements.

 

F-6F-8


 

Table of Contents 

FRONTEO, Inc. and Subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen, except share data

 

 

 

FRONTEO, Inc. Shareholders

 

 

 

 

 

 

 

 

    

 

    

 

 

    

 

 

    

 

 

    

Accumulated

    

 

 

    

 

 

    

 

 

 

 

 

Shares of

 

 

 

 

Additional

 

 

 

 

Other

 

 

 

 

Non-

 

 

 

 

 

 

Common Stock

 

Common 

 

Paid-in

 

Retained

 

Comprehensive

 

Treasury

 

controlling

 

Total 

 

 

 

Outstanding

 

 Stock

 

Capital

 

Earnings

 

Income

 

Stock

 

Interests

 

 Equity

 

Balance at March 31, 2016

 

35,751,360

 

¥

2,014,712

 

¥

1,569,539

 

¥

865,610

 

¥

(28,485)

 

¥

 (26)

 

¥

19,198

 

¥

4,440,548

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

 

 

 

 

 

 

 

 

(865,087)

 

 

 

 

 

 

 

 

6,224

 

 

(858,863)

 

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

(53,994)

 

 

 

 

 

 

 

 

(53,994)

 

Conversion of convertible note

 

1,537,502

 

 

625,000

 

 

719,715

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,344,715

 

Share-based compensation

 

 

 

 

 

 

 

53,032

 

 

 

 

 

 

 

 

 

 

 

 

 

 

53,032

 

Exercise of stock options

 

633,000

 

 

150,690

 

 

33,685

 

 

 

 

 

 

 

 

 

 

 

 

 

 

184,375

 

Dividends paid

 

 

 

 

 

 

 

 

 

 

(107,253)

 

 

 

 

 

 

 

 

 

 

 

(107,253)

 

Other

 

 

 

 

 

 

 

(5,122)

 

 

 

 

 

 

 

 

 

 

 

6,922

 

 

1,800

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2017

 

37,921,862

 

¥

2,790,402

 

¥

2,370,849 

 

¥

(106,730)

 

¥

(82,479)

 

¥

(26)

 

¥

32,344

 

¥

5,004,360

 

See notes to the consolidated financial statements.

 

Consolidated Statements of Equity

For the Year Ended March 31

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen, except share data

 

 

 

FRONTEO, Inc. Shareholders

 

 

 

 

 

 

 

 

    

 

    

 

 

    

 

 

    

 

 

    

Accumulated

    

 

 

    

 

 

    

 

 

 

 

 

Shares of

 

 

 

 

Additional

 

 

 

 

Other

 

 

 

 

Non-

 

 

 

 

 

 

Common Stock

 

Common

 

Paid-in

 

Retained

 

Comprehensive

 

Treasury

 

controlling

 

Total

 

 

 

Outstanding

 

Stock

 

Capital

 

Earnings

 

Income

 

Stock

 

Interests

 

Equity

 

Balance at March 31, 2013

 

31,931,360

 

¥

911,774

 

¥

547,872

 

¥

1,779,102

 

¥

121,742

 

¥

(26)

 

¥

16,508

 

¥

3,376,972

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

(448,350)

 

 

 

 

 

 

 

 

4,798

 

 

(443,552)

 

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

12,877

 

 

 

 

 

 

 

 

12,877

 

Stock and warrants issuance

 

2,480,000

 

 

492,365

 

 

271,810

 

 

 

 

 

 

 

 

 

 

 

 

 

 

764,175

 

Share-based compensation

 

 

 

 

 

 

 

70,796

 

 

 

 

 

 

 

 

 

 

 

 

 

 

70,796

 

Dividends paid

 

 

 

 

 

 

 

 

 

 

(159,654)

 

 

 

 

 

 

 

 

 

 

 

(159,654)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2014

 

34,411,360

 

¥

1,404,139

 

¥

890,478

 

¥

1,171,098

 

¥

134,619

 

¥

(26)

 

¥

21,306

 

¥

3,621,614

 

F-7F-9


 

Table of Contents 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen, except share data

 

 

 

FRONTEO, Inc. Shareholders

 

 

 

 

 

 

 

 

    

 

    

 

 

    

 

 

    

 

 

    

Accumulated

    

 

 

    

 

 

    

 

 

 

 

 

Shares of

 

 

 

 

Additional

 

 

 

 

Other

 

 

 

 

Non-

 

 

 

 

 

 

Common Stock

 

Common

 

Paid-in

 

Retained

 

Comprehensive

 

Treasury

 

controlling

 

Total

 

 

 

Outstanding

 

Stock

 

Capital

 

Earnings

 

Income

 

Stock

 

Interests

 

Equity

 

Balance at March 31, 2014

 

34,411,360

 

¥

1,404,139

 

¥

890,478

 

¥

1,171,098

 

¥

134,619

 

¥

(26)

 

¥

21,306

 

¥

3,621,614

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

218,453

 

 

 

 

 

 

 

 

1,750

 

 

220,203

 

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

226,120

 

 

 

 

 

 

 

 

226,120

 

Stock issuance

 

1,000,000

 

 

577,800

 

 

567,387

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,145,187

 

Share-based compensation

 

 

 

 

 

 

 

27,160

 

 

 

 

 

 

 

 

 

 

 

 

 

 

27,160

 

Exercise of stock options

 

80,000

 

 

15,275

 

 

2,367

 

 

 

 

 

 

 

 

 

 

 

 

 

 

17,642

 

Acquisition of noncontrolling interests in a consolidated subsidiary

 

 

 

 

 

 

 

37

 

 

 

 

 

 

 

 

 

 

 

(9,612)

 

 

(9,575)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2015

 

35,491,360

 

¥

1,997,214

 

¥

1,487,429

 

¥

1,389,551

 

¥

360,739

 

¥

(26)

 

¥

13,444

 

¥

5,248,351

 

FRONTEO, Inc. and Subsidiaries

 

See notes toConsolidated Statements of Cash Flows

For the consolidated financial statements.Year Ended March 31

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

    

2015

    

2016

    

2017

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

¥

220,203

 

¥

(411,875)

 

¥

(858,863)

 

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

589,532

 

 

895,825

 

 

1,048,627

 

Adjustment to earn-out liabilities

 

 

 —

 

 

198,658

 

 

 —

 

Share-based compensation expense

 

 

27,160

 

 

78,411

 

 

53,032

 

Impairment of property and equipment

 

 

 —

 

 

5,144

 

 

 —

 

Deferred income taxes (benefit)

 

 

155,223

 

 

(30,190)

 

 

(498,899)

 

Foreign currency exchange (gains) losses

 

 

(172,114)

 

 

156,395

 

 

(214,400)

 

Interest expense

 

 

28,177

 

 

54,793

 

 

125,743

 

Changes in operating assets and liabilities, net of effects from acquisitions:

 

 

 

 

 

 

 

 

 

 

Increase in trade accounts receivable

 

 

(287,953)

 

 

(386,852)

 

 

(293,771)

 

Increase in inventories

 

 

 —

 

 

(1,832)

 

 

(64,436)

 

Decrease (increase) in prepaid expenses

 

 

40,977

 

 

(128,602)

 

 

(32,929)

 

Decrease (increase) in other current assets

 

 

28,019

 

 

(159,205)

 

 

15,392

 

Decrease (increase) in rental deposits

 

 

16,062

 

 

(1,035)

 

 

775

 

Increase (decrease) in trade accounts payable

 

 

58,718

 

 

340,926

 

 

8,260

 

Increase (decrease) in accrued income taxes

 

 

84,942

 

 

(256,967)

 

 

8,913

 

Increase (decrease) in accrued expense and other current liabilities

 

 

227,600

 

 

302,828

 

 

(75,451)

 

Increase in other liabilities

 

 

10,514

 

 

23,113

 

 

391,185

 

Other—net

 

 

(13,080)

 

 

(63,295)

 

 

(3,972)

 

Net cash provided by (used in) operating activities

 

 

1,013,980

 

 

616,240

 

 

(390,794)

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

Acquisitions, net of cash acquired

 

 

(891,575)

 

 

(3,433,114)

 

 

(230,341)

 

Purchase of investment

 

 

 —

 

 

(225,360)

 

 

 —

 

Proceeds from sales of investment

 

 

100,000

 

 

2,982

 

 

 —

 

Proceeds from sales of available-for-sale securities

 

 

 —

 

 

 —

 

 

100,000

 

Purchase of property and equipment

 

 

(202,542)

 

 

(673,724)

 

 

(328,436)

 

Payment for capitalized computer software costs

 

 

(362,535)

 

 

(382,049)

 

 

(486,185)

 

Other—net

 

 

(56,536)

 

 

844

 

 

(8,115)

 

Net cash used in investing activities

 

 

(1,413,188)

 

 

(4,710,421)

 

 

(953,077)

 

 

F-8F-10


 

Table of Contents 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen, except share data

 

 

 

FRONTEO, Inc. Shareholders

 

 

 

 

 

 

 

 

    

 

    

 

 

    

 

 

    

 

 

    

Accumulated

    

 

 

    

 

 

    

 

 

 

 

 

Shares of

 

 

 

 

Additional

 

 

 

 

Other

 

 

 

 

Non-

 

 

 

 

 

 

Common Stock

 

Common 

 

Paid-in

 

Retained

 

Comprehensive

 

Treasury

 

controlling

 

Total 

 

 

 

Outstanding

 

 Stock

 

Capital

 

Earnings

 

Income (Loss)

 

Stock

 

Interests

 

 Equity

 

Balance at March 31, 2015

 

35,491,360

 

¥

1,997,214

 

¥

1,487,429

 

¥

1,389,551

 

¥

360,739

 

¥

(26)

 

¥

13,444

 

¥

5,248,351

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

(417,632)

 

 

 

 

 

 

 

 

5,757

 

 

(411,875)

 

Other comprehensive loss, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

(389,224)

 

 

 

 

 

 

 

 

(389,224)

 

Share-based compensation

 

 

 

 

 

 

 

78,411

 

 

 

 

 

 

 

 

 

 

 

 

 

 

78,411

 

Exercise of stock options

 

260,000

 

 

17,498

 

 

3,699

 

 

 

 

 

 

 

 

 

 

 

 

 

 

21,197

 

Dividends paid

 

 

 

 

 

 

 

 

 

 

(106,472)

 

 

 

 

 

 

 

 

 

 

 

(106,472)

 

Other

 

 

 

 

 

 

 

 

 

 

163

 

 

 

 

 

 

 

 

(3)

 

 

160

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2016

 

35,751,360

 

¥

2,014,712

 

¥

1,569,539

 

¥

865,610

 

¥

(28,485)

 

¥

(26)

 

¥

19,198

 

¥

4,440,548

 

See notes to the consolidated financial statements.

F-9


Table of Contents

FRONTEO, Inc. and Subsidiaries

 

Consolidated Statements of Cash Flows

For the Year Ended March 31

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

    

2014

    

2015

    

2016

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

¥

(443,552)

 

¥

220,203

 

¥

(411,875)

 

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

442,603

 

 

589,532

 

 

895,825

 

Adjustment to earn-out liability

 

 

 —

 

 

 —

 

 

198,658

 

Share-based compensation expense

 

 

70,796

 

 

27,160

 

 

78,411

 

Impairment of property and equipment

 

 

34,884

 

 

 —

 

 

5,144

 

Deferred income taxes (benefit)

 

 

(128,950)

 

 

155,223

 

 

(30,190)

 

Foreign currency exchange gains

 

 

(116,742)

 

 

(172,114)

 

 

156,395

 

Changes in operating assets and liabilities, net of effects from acquisition of a subsidiary:

 

 

 

 

 

 

 

 

 

 

Decrease (increase) in trade accounts receivable

 

 

356,561

 

 

(287,953)

 

 

(386,852)

 

Decrease (increase) in prepaid expenses

 

 

(5,496)

 

 

41,000

 

 

(128,602)

 

Decrease (increase) in other current assets

 

 

6,705

 

 

28,019

 

 

(159,205)

 

Decrease (increase) in rental deposits

 

 

(23,377)

 

 

16,062

 

 

(1,035)

 

Increase (decrease) in trade accounts payable

 

 

(114,819)

 

 

58,718

 

 

340,926

 

Increase (decrease) in accrued income taxes

 

 

(128,688)

 

 

84,942

 

 

(256,967)

 

Increase in accrued expense and other current liabilities

 

 

12,015

 

 

227,600

 

 

302,828

 

Other—net

 

 

35,660

 

 

25,588

 

 

12,779

 

Net cash provided by (used in) operating activities

 

 

(2,400)

 

 

1,013,980

 

 

616,240

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

Acquisitions, net of cash acquired

 

 

 —

 

 

(891,575)

 

 

(3,433,114)

 

Purchase of investment

 

 

(100,000)

 

 

 —

 

 

(225,360)

 

Proceeds from sales of investment

 

 

100,000

 

 

100,000

 

 

2,982

 

Purchase of available-for-sale securities

 

 

(102,441)

 

 

 —

 

 

 —

 

Purchase of property and equipment

 

 

(175,176)

 

 

(202,542)

 

 

(673,724)

 

Payment for capitalized computer software costs

 

 

(332,642)

 

 

(362,535)

 

 

(382,049)

 

Other—net

 

 

(19,921)

 

 

(56,536)

 

 

844

 

Net cash used in investing activities

 

 

(630,180)

 

 

(1,413,188)

 

 

(4,710,421)

 

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Table of Contents

FRONTEO, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For the Year Ended March 31

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

 

    

2014

    

2015

    

2016

 

    

2015

    

2016

    

2017

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from short-term debt

 

 

 —

 

 

200,000

 

 

3,800,000

 

 

 

200,000

 

 

3,800,000

 

 

4,370,000

 

Repayment of short-term debt

 

 

 —

 

 

(164,000)

 

 

(3,784,000)

 

 

 

(164,000)

 

 

(3,784,000)

 

 

(3,422,000)

 

Proceeds from long-term bank borrowings

 

 

300,000

 

 

800,000

 

 

3,761,546

 

 

 

800,000

 

 

3,761,546

 

 

1,855,897

 

Repayment of long-term bank borrowings

 

 

(209,900)

 

 

(287,931)

 

 

(454,592)

 

 

 

(287,931)

 

 

(454,592)

 

 

(750,641)

 

Proceeds from issuance of common stock, including stock option exercises

 

 

984,730

 

 

1,157,102

 

 

21,197

 

Payment of IPO costs

 

 

(148,791)

 

 

 —

 

 

 —

 

Acquisition of noncontrolling interests in a consolidated subsidiary

 

 

 —

 

 

(9,574)

 

 

 —

 

Proceeds from issuance of common stock, including stock options exercised

 

 

1,157,102

 

 

21,197

 

 

184,375

 

Proceeds from issuance of convertible notes

 

 

 —

 

 

 —

 

 

2,500,000

 

Purchase of subsidiary stock from a noncontrolling shareholder

 

 

(9,574)

 

 

 —

 

 

 —

 

Payments of contingent and accrued consideration

 

 

 —

 

 

 —

 

 

(497,459)

 

Dividends paid

 

 

(159,654)

 

 

 —

 

 

(106,472)

 

 

 

 —

 

 

(106,472)

 

 

(107,253)

 

Other—net

 

 

(3,470)

 

 

(11,297)

 

 

(24,763)

 

 

 

(11,297)

 

 

(24,763)

 

 

(66,447)

 

Net cash provided by financing activities

 

 

762,915

 

 

1,684,300

 

 

3,212,916

 

 

 

1,684,300

 

 

3,212,916

 

 

4,066,472

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS

 

 

52,967

 

 

54,725

 

 

(41,036)

 

 

 

54,725

 

 

(41,036)

 

 

14,621

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

 

183,302

 

 

1,339,817

 

 

(922,301)

 

 

 

1,339,817

 

 

(922,301)

 

 

2,737,222

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

 

 

1,195,142

 

 

1,378,444

 

 

2,718,261

 

 

 

1,378,444

 

 

2,718,261

 

 

1,795,960

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, END OF YEAR

 

¥

1,378,444

 

¥

2,718,261

 

¥

1,795,960

 

 

¥

2,718,261

 

¥

1,795,960

 

¥

4,533,182

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ADDITIONAL CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest paid, net of amounts capitalized

 

¥

13,098

 

¥

17,169

 

¥

52,040

 

 

¥

17,169

 

¥

52,040

 

¥

22,833

 

Income taxes paid—net of refunds

 

 

170,976

 

 

36,653

 

 

515,669

 

Income taxes paid–net of refunds (Refund of income taxes)

 

 

36,653

 

 

515,669

 

 

(10,845)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NONCASH INVESTING AND FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Conversion of convertible notes to equity

 

¥

 —

 

¥

 —

 

¥

1,344,715

 

Outstanding payments for acquisition of property and equipment, and capitalized computer software costs included in trade accounts payable

 

¥

78,930

 

¥

50,634

 

¥

138,521

 

 

 

50,634

 

 

138,521

 

 

121,567

 

Asset retirement obligations

 

 

14,220

 

 

15,233

 

 

 —

 

Asset retirement obligation

 

 

15,233

 

 

 —

 

 

 —

 

Capital lease obligation

 

 

 —

 

 

 —

 

 

113,847

 

 

See notes to the consolidated financial statements.

 

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Table of Contents 

FRONTEO, Inc. and Subsidiaries

1.

Notes to Consolidated Financial Statements

1.NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Operations — FRONTEO, Inc. (“FRONTEO”) is a Japanese corporation established on August 8, 2003 under the name of UBIC, Inc. (“UBIC”), whose principal office is located in Tokyo, Japan. On July 1, 2016, UBIC changed its name to FRONTEO, Inc.  FRONTEO and its subsidiaries (collectively, the “Company”) provide solutions, employing advanced technologies, for corporate litigation strategy and crisis management. The Company mainly offers eDiscovery and forensic services, such as data collection, data processing, data review and document production. The Company’s customers include leading law firms, corporate legal departments, government agencies and other professional advisors who require innovative technology, responsive service and deep subject-matter expertise. The Company currently expands its business operations by applying AI based technology to new fields such as healthcare and marketing.

 

Basis of Financial Statements — The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Because the Company maintains its records and prepares its financial statements in accordance with accounting principles prevailing in the respective country of incorporation, certain adjustments have been made to conform to U.S. GAAP. The major adjustments include those relating to goodwill, depreciation of property and equipment, share-based compensation, valuation of deferred tax assets, appropriation of accumulated deficit, stock issuance cost and fair value measurements of certain derivatives.

 

Reclassification—Certain reclassifications have been made to prior periods to conform to the current year presentations. These reclassifications had no impact on net income or shareholders’equity for any period.

Principles of Consolidation— The consolidated financial statements include the accounts of FRONTEO and its subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.

 

Use of Estimates— The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions used are primarily in the areas of evaluation of investments, valuation of deferred tax assets, determination of fair values of stock options, fair value measurement of assets acquired and liabilities assumed in a business combination, impairment of goodwill, useful lives of fixed assets and intangible assets with finite useful lives and evaluationvaluation of those assets and allowance for doubtful accounts. Actual results could differ from those estimates.

 

Business combinations Combinations— For business combinations, the assets acquired, the liabilities assumed, and any non-controlling interest are recognized at the acquisition date and measured at their fair values as of that date. The Company accounts for business combinations using the acquisition method of accounting in accordance with ASC Topic 805, “Business Combinations.” Identifiable assets acquired and liabilities assumed are recorded at their fair values at the acquisition date fair values. Goodwill represents the excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed as a result of the business combination. Acquisition-related costs, which includesinclude advisory, legal, accounting, valuation and other costs, are expensed in the periods in which the costs are incurred.

 

Foreign Currency Translation— The assets and liabilities of foreign subsidiaries with functional currencies other than Japanese yen are translated into Japanese yen at the rate of exchange at the balance sheet date. Income and expense accounts are translated at the average rates of exchange for the respective reporting period. The resulting translation adjustments are included in other comprehensive income (loss).

 

Cash Equivalents— The Company defines cash equivalents as all highly liquid investments with insignificant risk of changes in value which have original maturities of three months or less at the time of purchase.

 

Investments— Investments consist of time deposits with an original maturity of more than three months.

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Allowance for Doubtful Accounts— Allowance for doubtful accounts is established in amounts considered to be appropriate based primarily upon an evaluation of potential losses in the outstanding receivables.

 

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Inventories — Inventories are stated at the lower of cost or net realizable value. Cost is principally determined by the specific identification method. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make a sale. The Company routinely reviews its inventories for their salability and for indications of obsolescence to determine if inventories should be written down to market value. Judgments and estimates must be made and used in connection with establishing such allowances in any accounting period. In estimating the net realizable value of its inventories, the Company considers the age of the inventories and the likelihood of spoilage or changes in market demand for its inventories.

Property and Equipment— Property and equipment are stated at cost. Depreciation and amortization of property and equipment, including assets under capital lease, are computed using the straight-line method based on either the estimated useful lives of the assets or the lease period, whichever is shorter.

The useful lives for depreciation and amortization by major asset classes are as follows:

 

 

 

 

 

Leasehold improvements

    

6 to 15 years

 

Furniture and fixtures

 

4 to 20 years

 

Computers

 

5 years

 

Assets under capital leases, primarily office equipment

 

5 to 7 years

 

 

Capitalized Computer Software Costs— The Company capitalizes costs of computer software developed and purchased for internal use. The costs incurred in the creation of computer software products for internal use are capitalized when the preliminary project phase is completed and when management, with the relevant authority, authorizes and commits funding to the project and it is probable that the project will be completed and the software will be used to perform the function intended. Internal and external costs incurred during the preliminary project stage are expensed as they are incurred. Capitalized costs are amortized, beginning in the period each module or component of the product is ready for its intended use, on a straight-line basis over the estimated useful life of the product, mainly five years. In addition, the Company develops certain computer software to be sold where related costs are capitalized after establishment of technological feasibility in accordance with ASC 985, “Software.” The annual amortization of such capitalized costs is the greater of the amount computed using the ratio of each software’s current year gross revenues to the total of current and anticipated future gross revenues or the straight-line method over the remaining estimated economic life of each software product.

 

Leases— Capital leases are capitalized at the inception of the lease at the present value of the minimum lease payments. All other leases are accounted for as operating leases. Lease payments for capital leases are apportioned to interest expense and a reduction of the lease obligation so as to achieve a constant rate of interest on the balance of the obligation. Operating lease payments are recognized as an expense on a straight-line basis over the lease term.

 

Impairment of Long-lived Assets— The Company reviews the carrying value of long-lived assets or a related group of assets to be held and used, including intangible assets with finite useful lives, for impairment whenever events or circumstances occur that indicate that the carrying value of the assets may not be recoverable. The assets are considered to be impaired when the estimated undiscounted cash flows expected to result from the use of the assets and their eventual disposition are less than their carrying values. The impairment loss is measured as the amount by which the carrying value of the asset or asset group exceeds its fair value. In determining the fair value, the Company uses available quoted market prices and present value techniques, if appropriate, based on the estimated future cash flows expected to result from the use of the assets and their eventual dispositions.

 

Goodwill and Intangible Assets— Goodwill is not amortized and is tested annually for impairment of each fiscal year and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value below its carrying amount. In assessing goodwill for impairment, the Company has the option to first perform a qualitative assessment to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Reporting units are the Company’s operating segments or one level below the operating segments. If the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, no additional tests to assess goodwill for impairment are required to be performed.

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If the Company concludes otherwise or elects not to perform the qualitative assessment, then it is required to perform the first step of a two-step impairment review process. The measurement date for goodwill impairment testing is January 1, annually. In the fiscal year ended March 31, 2015, the Company elected to perform the aforementioned qualitative assessment of goodwill as of the measurement date of January 1. During the year ended March 31, 2016,2017, the Company

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performed quantitative assessment of goodwill and confirmed that the carrying amountfair value of a reporting unit exceeded its fair value.the carrying amount. Intangible assets with finite useful lives are amortized using straight-line method over the estimated useful life.

 

The useful lives for amortization by major asset classes are as follows:

 

 

 

 

Customer relationships

    

10 to 15 years

Noncompete agreement

 

3 years

Favorable lease

 

3 years

License

3 years

Trademarks

 

2 to 10 years

 

Investments in Securities— The Company classifies investments in equity securities that have readily determinable fair values and debt securities as available-for-sale securities, which are accounted for at fair value with unrealized gains and losses excluded from earnings and reported in accumulated other comprehensive income (loss) in equity on a net-of-tax basis. The cost of securities sold is determined based on the average cost method.

 

The Company reviews the fair values of available-for-sale securities on a regular basis to determine if the fair value of any individual security has declined below its cost and if such decline is other than temporary. If the decline in fair value is judged to be other than temporary, the cost basis of the investment is written down to fair value. Other-than-temporary declines in fair value are determined taking into consideration the duration of the decline in fair value of the security and the severity of the decline, the financial condition and near term prospects of the investee and the intent and ability of the Company to hold the equity security until forecasted recovery. The resulting realized loss is included in the consolidated statements of operations in the period in which the decline is deemed to be other than temporary.

 

Retirement and Severance Benefits— The Company has defined benefit severance indemnities plans. The projected benefit obligation at March 31, the measurement date, is recognized in the consolidated balance sheet. The benefit obligation is the projected benefit obligation which represents the actuarial present value of benefits expected to be paid upon retirement based on employee services already rendered and estimated future compensation levels. Net periodic retirement cost is recorded in the consolidated statement of operations and includes service cost and interest cost. Service cost represents the actuarial present value of participant benefits earned in the current year. Interest cost represents the time value of money cost associated with the passage of time. Actuarial gains and losses included in accumulated other comprehensive income (loss) are amortized using the straight-line method over the average remaining service period of active employees if it exceeds the corridor, which is defined as 10 percent of the projected benefit obligation.

 

Asset Retirement Obligations— The Company records asset retirement obligations when the obligation is incurred. The obligation is measured at fair value and included in other liabilities. When the liability is initially recorded, the Company capitalizes the related cost by increasing the carrying amount of the related long-lived asset. The liability is accreted to its present value each period, and the capitalized cost is depreciated over the asset’s useful life.

 

Convertible bonds—The Company accounts for convertible bonds according to their stated redemption value net of discount. The Company classifies the convertible bonds as a liability on the consolidated balance sheets. The Company allocates proceeds equal to the intrinsic value of the beneficial conversion features contained in the bonds and are recognized in “Additional paid-in capital” on the Company’s consolidated balance sheets. There is no other embedded features which are required to bifurcate and are accounted for separately from the bonds. Discounts on convertible bonds are amortized as interest expense over the redemption period.

Derivative Financial Instruments— The Company recognizes all derivative financial instruments, such as cross currency interest rate swaps and interest rate swap contracts, in the consolidated balance sheets as either assets or liabilities and they are measured at fair value regardless of the purpose or intent for using them.

 

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The Company does not designate derivative financial instruments as hedging instruments nor apply hedge accounting. Accordingly, changes in fair values of derivative financial instruments are recognized in earnings immediately.

 

Revenue Recognition— The Company has agreements with customers pursuant to which it performswe perform various services. A majority of the Company’s revenue relates to fees earned for the month-to-month performance of

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eDiscovery and forensic services. Such services include data collection, data processing, data hosting, data review, and document production services. The fees that the Company earns and bills for these services vary primarily based on the hours of service provided, the volume of documents reviewed or produced, the amount of data processed or stored. The scope and volume of services to be performed can change depending on customers’ requests, which are made on an optional and “as needed” basis, and customers may choose not to request performance of additional services or may obtain similar services from other service providers.

 

The Company recognizes revenue for eDiscovery and forensic services based on the agreed-upon prices and volume of services performed during the period. For these contractual arrangements, the Company has identified each deliverable service element. Based on management’s evaluation of each element, it was determined that each element delivered has standalone value to the customers because the Company or other vendors sell such services separately from any other services/deliverables. Accordingly, each of the service elements in the multiple element case qualifies as a separate unit of accounting. The Company uses the best estimate of sales price based on the price it charges when it sells an element on a standalone basis, which is generally consistent with the stated prices in the arrangements, and allocates revenue to the various units of accounting in the arrangements based on the stated prices.

 

The Company also enters into multiple-element arrangements for software sales which includes undelivered elements that are not essential to the functionality of the delivered software and such undelievered elements only consist of post contract support. The company accounts for them in accordance with ASC 985-605, “Software-Revenue Recognition.” The Company has not been able to establish a vendor-specific objective evidence of fair value (“VSOE”) of fair value to allocate the fee to the separate elements and thus recognizes the entire arrangement fee on a straight-line basis over the contract period.

The Company recognizes revenue for each separate unit of accounting when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the fee is fixed or determinable, and collectability is reasonably assured.

 

The Company has revenue related to the reimbursement of certain direct costs by customers, primarily transportation. Reimbursed transportation and other reimbursable direct costs are recorded gross in the consolidated statements of operations as “Operating revenue from reimbursed direct costs” and as “Reimbursed direct costs.”

 

Consumption tax— Consumption tax collected and remitted to tax authorities is excluded from revenues, cost of sales and expenses in the consolidated statements of operations.

 

Advertising— Advertising costs are expensed as incurred and are recorded in “Selling, general and administration expenses.”

 

Research and Development Expenditures— Costs related to the research, design and development of products are charged to research and development expenses as incurred.

 

Share-Based Compensation— The Company measures the cost of employee services received in exchange for an award of equity instruments at the fair value of the award on the grant-dategrant date and recognizes the cost over the period which the employee is required to provide services in exchange for the award. Compensation expenses are recognized on a straight-line basis over the requisite service period of the awards which are expected to be vested.

 

Income Taxes— Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes and tax loss carryforwards. These deferred taxes are measured using the currently enacted tax rates in effect for the year in which the temporary differences or tax loss carryforwards and tax credit are expected to reverse. Valuation allowances are provided against deferred tax assets when it is more likely than not that a tax benefit will not be

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realized. The Company recognizes the financial statement effect of uncertain tax positions when it is more likely than not, based on the technical merits, that the tax positions will be sustained upon examination by the tax authorities. Benefits from tax positions that meet the more-likely-than-not recognition threshold are measured at the largest amount of benefit that is greater than 50% likely of being realized upon settlement. Accrued interest and penalties related to the unrecognized tax benefits are included in income tax expense in the consolidated statements of operations.

 

Net Income (Loss) Attributable to FRONTEO, Inc. Shareholders Per Share— Basic net income (loss) attributable to FRONTEO, Inc. shareholders per share is computed using the weighted-average number of shares of common stock outstanding during each year. Diluted net income (loss) attributable to FRONTEO, Inc. shareholders

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per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company.

 

Other Comprehensive Income (Loss)— Other comprehensive income (loss) consists of translation adjustments resulting from the translation of financial statements of the foreign subsidiaries, unrealized holding gains or losses on available-for-sale securities and adjustments related to retirement and severance benefits.

 

Recently Adopted Accounting Pronouncements

 

In April 2014,2015, the FASBFinancial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-08 that changes the requirements2015-05,  Intangibles – Goodwill and Other – Internal Use of Software (Subtopic 350-40), for reporting discontinued operations and requires additional disclosures about discontinued operations. Under this ASU, only disposals representingfees paid in a strategic shift in operations that has, or will have, a major effect on the entity’s operations and financial results should be presented as discontinued operations. Additionally, thecloud computing arrangement. The guidance requires additional disclosuresentities to account for discontinued operationsa cloud computing arrangement that includes a software license element in a manner consistent with the acquisition of other software licenses. Cloud computing arrangements without a software license element are to be accounted for as wellservice contracts. This guidance does not affect the accounting for service contracts by a customer. This guidance was effective for the Company as for disposals of significant components of an entity that do not qualify for discontinued operations presentation.April 1, 2016. The adoption of this guidance did not have a material impact on the Company’s financial position or results of operations.

In September 2015, the FASB issued ASU 2015-16,  Business Combination (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments,   for measurement-period adjustments in business combinations. The guidance eliminates the requirement for acquirers in a business combination to account for measurement-period adjustments retrospectively. Instead, acquirers must recognize measurement-period adjustments in the period in which they determine the amounts, including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. This guidance was effective for the Company as of April 1, 2016. The adoption of this guidance did not have a material impact on the Company’s financial position or results of operations.

 

Recently Issued Accounting Pronouncements Not Yet Adopted

 

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers(ASC Topic 606). This ASU requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires an entity to disclose sufficient information to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Qualitative and quantitative information is required about:

1.

Contracts with customers—including revenue and impairments recognized, disaggregation of revenue, and information about contract balances and performance obligations (including the transaction price allocated to the remaining performance obligations)

 

2.

Significant judgments and changes in judgments—determining the timing of satisfaction of performance obligations (over time or at a point in time), and determining the transaction price and amounts allocated to performance obligations

 

3.

Assets recognized from the costs to obtain or fulfill a contract.

 

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The effective date of this ASU was revised to annual reporting periods beginning after December 15, 2017 including interim periods within that reporting period, by ASU 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date, which was issued in August 2015. Early application is permitted, but not earlier than the original effective date of annual and interim periods beginning after December 15, 2016. The Company is currently evaluating the impact of adopting this ASU.

In April 2015, the FASB issued ASU 2015-03 for the presentation of debt issuance costs. Under the new guidance, debt issuance costs related to a recognized debt liability are to be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the new guidance. This guidance will be effective for the Company as of April 1, 2016. The adoption of this guidance is not expected to have a material impact on the Company’s results of operations and financial position.

 

In April 2015,December 2016, the FASBFABS issued ASU 2015-052016-20,  Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers which amends guidance in the new standard on disclosure of performance obligations, provisions for fees paid in a cloud computing arrangement. losses on certain types of contracts, scoping, and other areas. These standard updates have the same effective date as the original standard.

The guidance requires entitiesnew standard permits two methods of adoption: retrospectively to account for a cloud computing arrangement that includes a software license element in a manner consistenteach prior reporting period presented (full retrospective method), or retrospectively with the acquisitioncumulative effect of other software licenses. Cloud computing arrangements without a software license element are to be accounted for as service contracts. Thisadopting the guidance does not affectbeing recognized at the accounting for service

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contracts by a customer. This guidance will be effective for the Company as of April 1, 2016.initial application (modified retrospective method). The Company is currently evaluatinganticipates using the impactmodified retrospective method. The Company has begun its process for implementing this guidance, including performing a preliminary review of adopting this guidance.

In September 2015, the FASB issued ASU 2015-16selected revenue streams for measurement-period adjustmentseDiscovery in Japan and US, and for AI business combinations. The guidance eliminates the requirement for acquirers in a business combinationJapan to account for measurement-period adjustments retrospectively. Instead, acquirers must recognize measurement-period adjustmentsidentify any differences in the periodtiming, measurement or presentation of revenue recognition and we are in which they determine the amounts, includinginitial stage of the effectimplementation process. Based on earningsour preliminary review of selected revenue streams, we currently are not aware of any amounts they would have recordedpotential material impacts on the timing of revenue recognition including allocation of revenue that we currently allocate to various units of accounting in previous periods if the accounting had been completed atarrangements based on the acquisition date. This guidance will be effective for the Company as of April 1, 2016.stated prices. The Company is currently evaluatingwill continue to assess the overall impact of adopting this guidance.the adoption will have on the consolidated financial statements and our preliminary assessments are subject to change.

 

In November 2015, the FASB issued ASU 2015-17 for balance sheet classification of deferred taxes. The guidance requires entities to classify all deferred tax assets and liabilities as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amounts. This guidance will be effective for the Company as of April 1, 2017. The Company is currently evaluating the impact of adopting this guidance.

 

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,  for the classification and measurement of financial instruments. The guidance requires entities to carry all investments in equity securities at fair value through net income, except for investments that qualify for the equity method of accounting or those that result in consolidation of the investee or for which the entity has elected the practicability exception to fair value measurement. In addition, for investments whose fair value are measured with the practicability exception, the guidance requires entities to qualitatively consider indicators which were added by the guidance to determine whether the investment is impaired and eliminated the requirement in the current U.S. GAAP to assess whether an impairment of such an investment is other than temporary. Furthermore, the guidance establishes an incremental recognition and disclosure requirement related to the presentation of fair value changes of financial liabilities for which the fair value option has been elected. This guidance will be effective for the Company as of April 1, 2018. The Company is currently evaluating the impact of adopting this guidance.

 

In February 2016, the FASB issued ASU 2016-02,Leases (Topic 842),  for lease accounting. The guidance requires a lessee to recognize assets and liabilities for leases with lease terms of more than twelve months and provides that recognition, presentation and measurement in the financial statements depend on its classification as a finance or operating lease. In addition, the guidance requires disclosures to help investors and other financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases. This guidance will be effective for the Company as of April 1, 2019. The Company is currently evaluating the impact of adopting this guidance.

 

In March 2016, the FASB issued ASU 2016-08,Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), to amend new revenue recognition standard on assessing whether an entity is a principal or agent in a revenue transaction. This amendment will be effective for the Company as of April 1, 2018. The Company is currently evaluating the impact of adopting this amendment.

 

In March 2016, the FASB issued ASU 2016-09,Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, for employee share-based payment accounting. The guidance requires entities to recognize all income tax effects of awards in the income statement when the awards vest or are settled. It also will allow an employer to repurchase more of an employee's shares than it currently can for tax withholding purposes without triggering liability accounting and to make a policy election

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to account for forfeitures as they occur. This guidance will be effective for the Company as of April 1, 2017. The Company is currently evaluating the impact of adopting this guidance.

 

In April 2016, the FASB issued ASU 2016-10,Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, to amend certain aspects of the new revenue recognition standard including amending the guidance on identifying performance obligations and the implementation guidance on licensing. The amendments clarify how an entity should evaluate the nature of its promise in granting a license of IP, which will determine whether the entity recognizes revenue over time or at a point in time. In addition, the amendments clarify how entities will determine whether promised goods or services are separately identifiable, which is an important step in determining whether goods and services should be accounted for as separate performance obligations. This guidance will be effective for the Company as of April 1, 2018. The Company is currently evaluating the impact of adopting this guidance.

 

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In May 2016, the FASB issued ASU 2016-12,Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, to amend the new revenue recognition standard to reduce the potential for diversity in practice upon the initial application and the cost and complexity of applying the new revenue recognition standards both upon transition and on an ongoing basis. This guidance will be effective for the Company as of April 1, 2018. The Company is currently evaluating the impact of adopting this guidance.

 

2.In August 2016, the FASB issued ASU 2016-15, BUSINESSStatement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to reduce the diversity in practice regarding how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This guidance will be effective for the Company as of April 1, 2018.  The Company is currently evaluating the impact of adopting this guidance.

In January 2017, the FASB issued ASU 2017-04,  Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, related to the two-step goodwill impairment test. The amendments remove the second step of the test and allow the application of a one-step quantitative test to record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance does not amend the optional qualitative assessment of goodwill impairment. This guidance will be effective for the Company as of April 1, 2020. The Company is currently evaluating the impact of adopting this guidance.

In March 2017, the FASB issued ASU 2017-07,  Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost,  to amend the requirements related to the income statement presentation of the components of net periodic benefit cost for sponsored defined benefit pension and other postretirement plans. This guidance will be effective for the Company as of April 1, 2017. The Company is currently evaluating the impact of adopting this guidance.

2.BUSINESS COMBINATION

 

TechLaw Solutions, Inc.

 

On August 28, 2014, the Company acquired TechLaw Solutions, Inc. (“TLS”), which conducts eDiscovery business in the United States of America (the “U.S.”), from TechLaw Holdings, Inc. This acquisition was completed by acquiring all issued and outstanding shares of TLS for ¥891,575 thousand in cash. There arewere no future contingent payments. This business combination was accounted for using the acquisition method. The Company has completed its measurement of the fair values of the assets acquired, including customer relationships, and liabilities assumed as of the acquisition date.

 

The Company allocatesallocated the fair value of purchase consideration to assets acquired and liabilities assumed based on their fair value. The Company engaged an independent third-party appraisal firm to assist in determining the fair values of assets acquired and liabilities assumed. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recognized as goodwill.

 

The Company believes that the ties between the Company, having advanced technology and innovative products and services, and TLS with its strong reputation and sales channel in the U.S., will result in a more efficient expansion of the Company’s business, especially in the U.S. The Company will also be able to more easily understand the needs of customers in the U.S. market, which will enable the Company to optimize its investment in research and development to develop new products and services. Further, the Company believes that it will be

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able to improve its corporate value as a whole by positively promoting the sharing and use of management resources such as connecting TLS'TLS's customers and know-how to the Company’s technology, products and/or services. Goodwill is mainly attributable to the synergies expected to arisesynergies from this acquisition. The total amount of goodwill expected to be deductible for tax purpose is approximately ¥166 million.

Acquisition-related costs incurred and expensed during the year ended March 31, 2015 were ¥87,803 thousand, and are recorded as a component of Selling, general and administrative expenses on the consolidated statement of operations.

 

The following table summarizes the final allocation of the purchase price based on the fair values of the assets acquired and liabilities assumed from TLS on August 28, 2014.

 

 

 

 

 

 

    

Thousands of Yen

 

Trade accounts receivable

 

¥

264,809

 

Prepaid expense

 

 

72,431

 

Property and equipment

 

 

57,805

 

Other intangible assets

 

 

384,626

 

Other

 

 

9,692

 

Total assets acquired

 

 

789,363

 

 

 

 

 

 

Current liabilities

 

 

48,669

 

Total liabilities assumed

 

 

48,669

 

 

 

 

 

 

Total identified net assets

 

 

740,694

 

 

 

 

 

 

Goodwill

 

 

150,881

 

Purchase price

 

¥

891,575

 

 

Acquisition-related costs incurred and expensed during the year ended March 31, 2015 were ¥87,803 thousand.

The following table provides revenuesRevenues and net loss ofattributable to TLS thatbefore income taxes which were included in the Company's consolidated statement of income for the year ended March 31, 2015.2015  were ¥963,666 thousand and ¥15,438 thousand, respectively.

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Thousands of Yen

Revenues

¥

963,666

Loss before income taxes

15,438

 

EvD, Inc.

 

On July 31, 2015, the Company acquired all of the outstanding shares of EvD, Inc. (“EvD” and conducting business as “Evolve Discovery”), pursuant to the terms of a stock purchase agreement (the “Agreement”), by and betweenamong UBIC, EvD and Andatha International, Inc. (“Andatha”), Evolve Discovery PA, LLC, (“EvD PA”), Evolve Discovery LA, LLC, (“EvD LA”), Evolve Discovery Portland, LLC, (“EvD PDX”), Evolve Discovery Seattle, LLC, (“EvD SEA”, and together with Andatha, EvD PA, EvD LA, and EvD PDX, the “Sellers”).  EvD  is an e-DiscoveryeDiscovery corporation, founded in 1997, that provides electronic discovery services, litigation consulting and project management to corporations and law firms.  This business combination was accounted for using the acquisition method. The Company has completed its initial measurements of the fair values of the assets acquired, including customer relationships, and liabilities assumed as of the acquisition date.

 

Under the terms of the Agreement, the Company acquired the shares for aggregate cash consideration of ¥4,381,175¥4,381,175 thousand, including the acquisition date fair value of the earn-out payment of  ¥135,948 thousand, which the sellers are entitled to receive subject to the achievement of certain EBITDA targets of Evolve Discovery during the 2015 calendar year. In July 2016, the Company and the sellers reached an agreement of the final earn-out amount, and the payment in cash of ¥334,837 thousand was made to the sellers. The change in the earn-out liability from the acquisition date was included in selling, general and administrative expenses in the consolidated statement of operations for the year ended March 31, 2016. The liability related to the earn-out payment was recorded in Accrued expense in the consolidated balance sheet as of March 31, 2016.2016 and paid in the year ended March 31, 2017. The Company also settled promissory note of ¥361,511 thousand due in July 2016 and made other payments to the seller totaling ¥132,084 thousand.

 

The acquisition of TLS in the prior fiscal year and TLS’s promotion of the Company’s services have resulted in an extension of the Company’s market in the eastern parteast coast region of the U.S. The combination of the acquisitions of TLS and EvD, based onin the west coast region of the U.S., will increasefurther expand the Company’s presence all over the U.S., and “Lit i View”View ®   will be able to reach a broader base of customers more speedily.  The Company has decided

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that thisthe best approach is the approach to increase the Company’s market share in eDiscovery services in the U.S., where there is a trend of industry reorganization. Thereforeconsolidation, and therefore acquired the boardwhole of directors of FRONTEO resolved to obtain all the outstanding shares of  EvD. Goodwill is mainly attributable to the synergies expected to arise from this acquisition.

The Company allocated the fair value of purchase consideration to assets acquired and liabilities assumed based on their fair value. The Company engaged an independent third-party appraisal firm to assist in determining the fair values of assets acquired and liabilities assumed. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recognized as goodwill. The goodwill is not deductible for income tax purposes.

Acquisition-related costs incurred and expensed during the year ended March 31, 2016 were ¥254,884 thousand and were recorded as a component of Selling, general and administrative expenses on the consolidated statement of operations.

The following table summarizes the final allocation of the purchase price based on the fair values of the assets acquired and liabilities assumed from EvD on July 31, 2015.

Thousands of Yen

Cash and cash equivalents

¥

179,050

Trade accounts receivable

1,055,767

Prepaid expense

100,412

Other current assets

355,844

Other intangible assets

2,136,610

Other

135,598

Total assets acquired

3,963,281

Trade accounts payable

178,623

Deferred tax liabilities

878,767

Income tax payable

276,143

Other current liabilities

386,211

Other

25,306

Total liabilities assumed

1,745,050

Total identified net assets

2,218,231

Goodwill

2,162,944

Purchase price

¥

4,381,175

Revenues and net income attributable to EvD before income taxes included in the Company's consolidated statement of operations for the year ended March 31, 2016 were ¥3,419,285 thousand and ¥108,475 thousand, respectively.

Essential Discovery, Inc.

On November 4, 2016, the Company acquired the business of Essential Discovery, Inc. (“EDI”), which conducts eDiscovery business, especially review services to AM Law 100 firms and Fortune Global 250 in San Francisco, New York and Las Vegas. The Company acquired 100 percent of EDI’s member interests for cash consideration, and in addition to the cash consideration, the Company will pay an earn-out based on calendar year 2017 sales. This business combination was accounted for using the acquisition method. The Company has not completed its initial measurements of the fair values of the assets acquired, including customer relationships, and liabilities assumed as of the acquisition date.

The acquisition date fair value of the earn-out payment of ¥53,467 thousand, which the sellers are entitled to receive subject to the achievement of certain sales targets of former clients of the seller during the 2017 calendar

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year. The maximum earn-out payment is ¥65,065 thousand. The earn-out payment will be due in April 2018. The liability related to the earn-out payment was recorded in Accrued expense in the consolidated balance sheet as of March 31, 2017. 

The acquisition of EDI allows the Company to expand in presence to reach a broader base of customers across the United States of America including AM Law 100 firms and Fortune Global 250, leveraging the Company’s review teams who are highly skilled and experienced attorneys. The Company has decided that the best approach is to increase the Company’s market share in eDiscovery services in the U.S., where there is a trend of industry consolidation, and therefore the Company’s board of directors resolved to acquire the business of EDI. Goodwill is mainly attributable to the synergies expected to arise from this acquisition. 

 

The Company allocates the fair value of purchase consideration to assets acquired and liabilities assumed based on their fair value. The Company engaged an independent third-party appraisal firm to assist in determining the fair values of assets acquired and liabilities assumed. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recognized as goodwill. The goodwill is not deductible for income tax purposes.

 

Acquisition-related costs incurred and expensed during the year ended March 31, 2017 were ¥16,415 thousand and were recorded as a component of Selling, general and administrative expenses in the consolidated statement of operations.

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The following table summarizes the preliminary allocation of the purchase price based on the fair values of the assets acquired and liabilities assumed from EvDEDI on July 31, 2015.November 4, 2016. The Company is in the process of completing the valuation of the assets acquired and the liabilities assumed since the acquisition date of EDI was near the balance sheet date. Accordingly, the preliminary fair values reflected in the following table are subject to change.

 

 

 

 

 

 

 

    

Thousands of Yen

 

Cash and cash equivalent

¥

179,050

Trade accounts receivable

 

¥

1,055,767

27,710

 

Prepaid expenseProperty and equipment

 

 

100,412

951

Other current assets

355,844

 

Other intangible assets

 

 

2,136,610

10,198

 

OtherCustomer relationships

 

 

135,598

109,632

 

Total assets acquired

 

 

3,963,281

148,491

 

 

 

 

 

 

Trade accounts payable

 

 

178,623

20,485

Deferred tax liabilities

878,767

Income tax payable

276,143

Other current liabilities

386,211

Other

25,306

 

Total liabilities assumed

 

 

1,745,050

20,485

 

 

 

 

 

 

Total identified net assets

 

 

2,218,231

128,006

 

 

 

 

 

 

Goodwill

 

 

2,162,944

127,449

 

Purchase price

 

¥

4,381,175

255,455

 

 

Acquisition-related costs incurred and expensed duringPro forma results of operations were not presented because the year endedeffect of the acquisition was not material.

3.INVENTORIES

The components of inventories as of March 31, 2016 were ¥254,884 thousand and are recorded as a component2017, consists of selling, general and administrative expenses on the consolidated statement of operations.

The following table provides revenues and net income of EvD included in the Company's consolidated statement of operations for the year ended March 31, 2016.following:

 

Thousands of Yen

Revenues

¥

3,419,285

Net income

108,475

Unaudited pro forma information

The following table provides unaudited pro forma revenues and net income attributable to FRONTEO, Inc. for the years ended March 31, 2015 and 2016, as if EvD had been acquired on April 1, 2014. Such pro forma amounts are not necessarily indicative of the results that actually would have occurred had the acquisition been completed on the dates indicated, nor are they indicative of the future operating results of the acquired company.

 

 

 

 

 

 

 

 

 

    

Thousands of Yen

 

 

 

2015

    

2016

 

Revenues

 

¥

9,353,228

 

¥

12,188,764

 

Income before income taxes

 

 

1,058,913

 

 

(73,273)

 

 

 

 

 

 

 

 

 

    

Thousands of Yen

 

 

2015

    

2016

 

 

 

 

 

 

 

Pro forma basic net income per share

 

¥

16.7

 

¥

(9.1)

Pro forma diluted net income per share

 

 

16.3

 

 

(8.9)

 

 

 

 

 

 

 

 

    

Thousands of Yen

 

 

2016

    

2017

 

 

 

 

 

 

 

Merchandise

 

¥

2,169

 

¥

69,397

Supplies

 

 

6,833

 

 

4,073

Total

 

 

9,002

 

 

73,470

 

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3.4.INVESTMENTS IN SECURITIES

 

Available-for-sale securities

 

Information regarding securities classified as available-for-sale securities as of March 31, 20152016 and 2016,2017, is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

    

 

 

    

Gross

    

Gross

    

 

 

 

 

 

 

 

 

unrealized

 

unrealized

 

 

 

 

March 31, 2015

 

Cost

 

gain

 

loss

 

Fair value

 

Available-for-sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity securities

 

¥

107,550

 

¥

303,300

 

¥

 

¥

410,850

 

Debt securities

 

 

102,441

 

 

 

 

983

 

 

101,458

 

Total

 

¥

209,991

 

¥

303,300

 

¥

983

 

¥

512,308

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity securities

 

¥

107,550

 

¥

431,550

 

¥

 —

 

¥

539,100

 

Debt securities

 

 

102,441

 

 

 —

 

 

1,621

 

 

100,820

 

Total

 

¥

209,991

 

¥

431,550

 

¥

1,621

 

¥

639,920

 

Debt securities classified as available-for-sale securities mature as follows.

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

Contractual maturities

    

Cost

    

Fair value

 

Within 1 year

 

¥

 

¥

 

After 1 year through 5 years

 

 

 

 

 

After 5 years through 10 years

 

 

102,441

 

 

100,820

 

Total

 

¥

102,441

 

¥

100,820

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

    

 

 

    

Gross

    

Gross

    

 

 

 

 

 

 

 

unrealized

 

unrealized

 

 

 

March 31, 2016

 

Cost

 

gain

 

loss

 

Fair value

Available-for-sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

Equity securities

 

¥

107,550

 

¥

431,550

 

¥

 —

 

¥

539,100

Debt securities

 

 

102,441

 

 

 —

 

 

1,621

 

 

100,820

Total

 

¥

209,991

 

¥

431,550

 

¥

1,621

 

¥

639,920

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2017

    

 

 

    

 

 

    

 

 

    

 

 

Available-for-sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

Equity securities

 

¥

107,550

 

¥

392,850

 

¥

 —

 

¥

500,400

 

The following table provides the fair value and gross unrealized losses of the Company’s investments that were deemed to be temporarily impaired as of March 31, 2015 and 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

 

 

Less than 12 months

 

More than 12 months

 

 

Less than 12 months

 

More than 12 months

 

    

 

 

    

Gross unrealized

    

 

 

    

Gross unrealized loss

 

    

 

 

    

Gross unrealized

    

 

 

    

Gross unrealized

 

March 31, 2015

 

Fair value

 

loss

 

Fair value

 

loss

 

March 31, 2016

 

Fair value

 

loss

 

Fair value

 

loss

 

Debt securities

 

¥

 —

 

¥

 —

 

¥

101,458

 

¥

983

 

 

¥

 —

 

¥

 —

 

¥

100,820

 

¥

1,621

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt securities

 

¥

 

¥

 

¥

100,820

 

¥

1,621

 

 

The Company’s investments in available-for-saleProceeds from the sale of available‑for‑sale securities in an unrealized holding loss position consisted of a corporate bond of a Japanese banking company. The severity of decline in fair value less than cost was approximately 2%, andwere ¥100,000 thousand for the duration of the impairment was 27 months. The Company evaluated the near-term prospects of the issuer in relation to the severity and duration of impairment. Based on that evaluation and the Company’s ability and intent to hold this investment for a reasonable period of time sufficient for a forecasted recovery of fair value, the Company did not consider these investments to be other-than-temporarily impaired atyear ended March 31, 2016. The Company does not intend to sell2017. Gross realized loss of ¥2,441 thousand were included in "Other income (expenses)" for the bond, and it is not more likely than not the Company will be required to sell the bond before recovery of its amortized cost basis.year ended March 31, 2017. 

 

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4.5.ALLOWANCE FOR DOUBTFUL ACCOUNTS

 

An analysis of the movement in the allowance for doubtful accounts for the years ended March 31, 2014, 2015, 2016 and 2016,2017, is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

 

    

2014

    

2015

    

2016

 

    

2015

    

2016

    

2017

 

Balance at beginning of year

 

¥

 —

 

¥

 —

 

¥

25,374

 

 

¥

 —

 

¥

25,374

 

¥

75,269

 

Provision for doubtful accounts

 

 

 —

 

 

26,431

 

 

59,358

 

 

 

26,431

 

 

59,358

 

 

89,474

 

Translation adjustment

 

 

 —

 

 

(1,057)

 

 

(9,463)

 

 

 

(1,057)

 

 

(9,463)

 

 

892

 

Balance at end of year

 

¥

 —

 

¥

25,374

 

¥

75,269

 

 

¥

25,374

 

¥

75,269

 

¥

165,635

 

 

 

5.6.PROPERTY AND EQUIPMENT

 

Property and equipment recorded on the Company’s consolidated balance sheets as of March 31, 20152016 and 2016,2017, consists of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

 

    

2015

    

2016

 

    

2016

    

2017

 

Leasehold improvements

 

¥

237,870

 

¥

604,647

 

 

¥

604,647

 

¥

710,576

 

Furniture and fixtures

 

 

127,254

 

 

133,207

 

 

 

133,207

 

 

140,952

 

Computers

 

 

1,165,312

 

 

1,352,862

 

 

 

1,352,862

 

 

1,257,079

 

Assets held under capital lease, principally office equipment

 

 

19,402

 

 

17,471

 

 

 

17,471

 

 

131,318

 

Motor vehicles and transport equipment

 

 

 —

 

 

3,969

 

 

 

3,969

 

 

11,223

 

Other

 

 

 —

 

 

4,029

 

Total

 

 

1,549,838

 

 

2,112,156

 

 

 

2,112,156

 

 

2,255,177

 

Accumulated depreciation

 

 

(737,874)

 

 

(991,436)

 

 

 

(991,436)

 

 

(1,077,922)

 

Property and equipment —net

 

¥

811,964

 

¥

1,120,720

 

 

¥

1,120,720

 

¥

1,177,255

 

 

For the years ended March 31, 2014, 2015, 2016 and 2016,2017, the Company recognized depreciation expenses of ¥168,314 thousand, ¥246,028 thousand, and ¥341,018 thousand and ¥351,834 thousand, respectively.

The Company recognized no impairment loss on long-lived assets for the year ended March 31, 2015.

 

The Company recognized an impairment loss on certain long-lived assets of ¥5,144 thousand for the year ended March 31, 2016, which is included in “Selling, general and administrative expenses.” The impairment loss on long-lived assets for the year ended March 31, 2016 consisted of leasehold improvements and computers, which were owned by a subsidiary in Taiwan. The amount of impairment was determined based on projected future cash flows. The impairment mainly resulted from a delay in the start-up of business in Taiwan.

 

The Company recognized no impairment loss on long-lived assets for the years ended March 31, 2015 or 2017.

6.7.GOODWILL AND OTHER INTANGIBLE ASSETS

Intangible assets subject to amortization acquired during the year ended March 31, 2015 except for capitalized computer software costs, including ¥384,626 thousand recorded from the acquisition of TLS, totaled ¥401,055 thousand, which primarily consist of customer relationship, license and trademark of ¥334,970 thousand, ¥36,320 thousand and ¥10,273 thousand, respectively.

 

Intangible assets subject to amortization acquired during the year ended March 31, 2016 except for capitalized computer software costs, including ¥2,136,610 thousand recorded from the acquisition of EvD, totaled ¥2,167,070 thousand, which primarily consist of customer relationship, noncompete agreement, favorable lease arrangements and trademark of ¥1,876,725 thousand, ¥51,601 thousand,  ¥163,382 thousand and ¥44,902 thousand, respectively.

 

Intangible assets subject to amortization acquired during the year ended March 31, 2017 except for capitalized computer software costs, including ¥119,830 thousand recorded from the acquisition of business of EDI, totaled ¥143,974 thousand, which primarily consist of customer relationship, noncompete agreement and favorable lease arrangements of ¥109,632 thousand, ¥1,012 thousand, and ¥9,186 thousand, respectively.

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Table of Contents 

The components of intangible assets subject to amortization except for capitalized computer software costs as of March 31, 20152016 and 20162017, are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

 

    

2015

 

2016

 

    

2016

 

2017

 

 

Gross

        

    

 

        

Gross

        

    

 

 

 

Gross

        

    

 

        

Gross

        

    

 

 

 

carrying

 

Accumulated

 

carrying

 

Accumulated

 

 

carrying

 

Accumulated

 

carrying

 

Accumulated

 

 

amount

 

amortization

 

amount

 

amortization

 

 

amount

 

amortization

 

amount

 

amortization

 

Customer relationships

 

¥

387,909

 

 ¥

15,085

 

 ¥

2,068,580

 

 ¥

114,164

 

 

¥

2,068,580

 

 ¥

114,164

 

 ¥

2,168,992

 

 ¥

255,532

 

Licenses

 

 

42,060

 

 

8,178

 

 

39,788

 

 

21,164

 

Trademarks

 

 

28,326

 

 

6,075

 

 

84,307

 

 

22,759

 

 

 

84,307

 

 

22,759

 

 

37,362

 

 

24,588

 

Noncompete agreements

 

 

 —

 

 

 —

 

 

46,875

 

 

10,416

 

 

 

46,875

 

 

10,416

 

 

47,680

 

 

26,069

 

Favorable leases

 

 

 —

 

 

 —

 

 

114,522

 

 

21,558

 

 

 

114,522

 

 

21,558

 

 

130,408

 

 

68,911

 

Other

 

 

18,313

 

 

2,345

 

 

32,841

 

 

5,233

 

 

 

72,629

 

 

26,397

 

 

83,319

 

 

44,064

 

 

¥

476,608

 

¥

31,683

 

¥

2,386,913

 

¥

195,294

 

 

¥

2,386,913

 

¥

195,294

 

¥

2,467,761

 

¥

419,164

 

 

There were no intangible assets not subject to amortization at March 31, 20152016 and 2016.

The weighted average amortization periods for intangible assets except for capitalized computer software costs acquired during the year ended March 31, 2015 are approximately 10 years. The weighted average amortization periods for customer relationship, license and trademark acquired during the year ended March 31, 2015 are 15 years, 3 years and 2 years, respectively.2017.

 

The weighted average amortization periods for intangible assets except for capitalized computer software costs acquired during the year ended March 31, 2016 are approximately 10 years. The weighted average amortization periods for customer relationship, trademark, noncompete agreement and favorable lease acquired during the year ended March 31, 2016 are 15 years, 4 years, 3 years and 3 years, respectively.

 

The weighted average amortization periods for intangible assets except for capitalized computer software costs acquired during the year ended March 31, 2017 are approximately 14 years. The weighted average amortization periods for customer relationship, trademark, noncompete agreement and favorable lease acquired during the year ended March 31, 2017 are 15 years, 10 years, 3 years and 3 years, respectively.

The amortization expenses for the years ended March 31, 20152016 and 20162017 were ¥28,491¥180,297 thousand and ¥180,297¥254,176 thousand, respectively. The estimated aggregate amortization expense of intangible assets except for capitalized computer software costs for each of the next five years is as follows:

 

 

 

 

 

 

 

 

 

Year Ending March 31,

    

Thousands of Yen

 

    

Thousands of Yen

 

2017

 

¥

239,528

 

2018

 

 

223,320

 

 

¥

219,821

 

2019

 

 

154,987

 

 

 

181,302

 

2020

 

 

145,247

 

 

 

156,575

 

2021

 

 

145,247

 

 

 

156,378

 

2022

 

 

156,025

 

The 13th General Meeting of Shareholders, held on June 29, 2016, approved amendments to the Articles of Incorporation, and the Company changed its corporate name on July 1, 2016. In association with the amendments, the Company reviewed the useful lives of the old company name-related trademarks held by the Company to reflect the substance of the use of the assets. The original amortization period on the company name-related trademarks was ten years from the registration date of the company name. In July 2016, the Company amortized the entire remaining book value of the old company name-related trademarks. The balance of the old company name-related trademarks amounted to zero as of March 31, 2017. Additional amortization of ¥35,601 thousand was recorded during the year ended March 31, 2017.

 

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Table of Contents 

The following table shows changes in the carrying amount of goodwill for the years ended March 31, 20152016 and 2016,2017, by operating segment:segment.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

    

    Japan

    

    U.S.

    

    Other

    

    Total

 

    

    Japan

    

    Japan-AI

 

    U.S.

    

    Other

    

    Total

Fiscal year ended March 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

¥

 —

 

¥

 —

 

¥

 —

 

¥

 —

 

Accumulated impairment losses

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

Balance at March 31, 2014

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal year ended March 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition

 

 

 —

 

 

150,881

 

 

 —

 

 

150,881

 

 

¥

 —

 

¥

 —

 

¥

150,881

 

¥

 —

 

¥

150,881

Translation adjustments

 

 

 —

 

 

24,546

 

 

 —

 

 

24,546

 

Translation adjustments and other

 

 

 —

 

 

 —

 

 

24,546

 

 

 —

 

 

24,546

Goodwill

 

 

 —

 

 

175,427

 

 

 —

 

 

175,427

 

 

 

 —

 

 

 —

 

 

175,427

 

 

 —

 

 

175,427

Accumulated impairment losses

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 

 —

 

 

 —

 

 

 

 

 —

 

 

 —

Balance at March 31, 2015

 

 

 —

 

 

175,427

 

 

 —

 

 

175,427

 

 

 

 —

 

 

 —

 

 

175,427

 

 

 —

 

 

175,427

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition

 

 

 —

 

 

2,162,944

 

 

 —

 

 

2,162,944

 

 

 

 —

 

 

 —

 

 

2,162,944

 

 

 —

 

 

2,162,944

Translation adjustments

 

 

 —

 

 

(206,234)

 

 

 —

 

 

(206,234)

 

Translation adjustments and other

 

 

 —

 

 

 —

 

 

(206,234)

 

 

 —

 

 

(206,234)

Goodwill

 

 

 —

 

 

2,132,137

 

 

 —

 

 

2,132,137

 

 

 

 —

 

 

 —

 

 

2,132,137

 

 

 —

 

 

2,132,137

Accumulated impairment losses

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Balance at March 31, 2016

 

¥

 —

 

¥

2,132,137

 

¥

 —

 

¥

2,132,137

 

 

 

 —

 

 

 —

 

 

2,132,137

 

 

 —

 

 

2,132,137

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition

 

 

 —

 

 

 —

 

 

127,449

 

 

 —

 

 

127,449

Translation adjustments and other

 

 

 —

 

 

 —

 

 

(220,876)

 

 

 —

 

 

(220,876)

Goodwill

 

 

 —

 

 

 —

 

 

2,038,710

 

 

 —

 

 

2,038,710

Accumulated impairment losses

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Balance at March 31, 2017

 

¥

 —

 

¥

 —

 

¥

2,038,710

 

¥

 —

 

¥

2,038,710

 

 

7.8.LEASES

 

The Company enters into various leases for data center facilities, office premises and office equipment in the normal course of business.


Capital Leases — The Company uses office equipment leased under capital lease arrangements. The amount of leased assets at cost under capital leases and accumulated depreciation amounted to ¥19,402 thousand and ¥10,143 thousand, respectively, at March 31, 2015 and ¥17,471 thousand and ¥12,510 thousand, respectively, at March 31, 2016.2016 and ¥131,318 thousand and ¥17,738 thousand, respectively, at March 31, 2017.


Operating Leases —The Company leases its data center facilities and office premises under cancellable operating lease arrangements with mainly two-year lease periods, for which refundable lease deposits are recorded as rental deposits. The U.S.-based subsidiary leases office premises under noncancellable operating lease arrangements.

 

Expenses related to operating leases for the years ended March 31, 2014, 2015, 2016 and 20162017, were ¥357,884¥379,972 thousand, ¥379,972¥823,790 thousand and ¥823,7901,047,405 thousand, respectively, and are included in “Cost of revenue” and Selling,“Selling, general and administrative expenses.”

 

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Future Minimum Lease Payments  As of March 31, 2016,2017, the future minimum lease payments under

F-24


Table of Contents

noncancellable operating leases and capital leases are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

 

    

Operating

    

 

 

 

    

Operating

    

 

 

 

Years ending March 31,

Years ending March 31,

 

Leases

 

Capital Leases

 

 

Leases

 

Capital Leases

 

2017

 

¥

328,671

 

¥

3,650

 

2018

2018

 

 

340,916

 

 

2,068

 

 

¥

353,645

 

¥

33,951

 

2019

2019

 

 

273,653

 

 

 —

 

 

 

296,852

 

 

33,301

 

2020

2020

 

 

176,378

 

 

 

 

 

218,960

 

 

29,892

 

2021

2021

 

 

150,220

 

 

 —

 

 

 

158,841

 

 

19,001

 

2022

 

 

148,950

 

 

8,125

 

Total minimum lease payments

Total minimum lease payments

 

¥

1,269,838

 

 

5,718

 

 

¥

1,177,248

 

 

124,270

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less amounts representing interest

Less amounts representing interest

 

 

 

 

 

105

 

 

 

 

 

 

4,023

 

Present value of minimum lease payments

Present value of minimum lease payments

 

 

 

 

 

5,613

 

 

 

 

 

 

120,247

 

Less current portion

Less current portion

 

 

 

 

 

4,066

 

 

 

 

 

 

31,787

 

Noncurrent portion

Noncurrent portion

 

 

 

 

¥

1,547

 

 

 

 

 

¥

88,460

 

 

 

8.9.CAPITALIZED COMPUTER SOFTWARE COSTS

 

The Company capitalizes the cost of computer software developed or purchased for internal use or to be sold.

 

The following is a summary of capitalized computer software costs as of March 31, 20152016 and 2016:2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

 

    

2015

    

2016

 

    

2016

    

2017

 

Balance at beginning of year

 

¥

1,590,143

 

¥

1,928,106

 

 

¥

1,928,106

 

¥

2,257,898

 

Costs capitalized during year

 

 

333,561

 

 

361,456

 

 

 

361,456

 

 

486,185

 

Acquisition of TechLaw Solutions

 

 

3,063

 

 

 —

 

Foreign currency translation adjustments

 

 

1,339

 

 

(2,949)

 

Other

 

 

 —

 

 

(28,715)

 

Foreign currency translation adjustment

 

 

(2,949)

 

 

545

 

Disposal and other

 

 

(28,715)

 

 

(416,438)

 

Balance at end of year

 

 

1,928,106

 

 

2,257,898

 

 

 

2,257,898

 

 

2,328,190

 

Accumulated amortization, end of year

 

 

(965,882)

 

 

(1,338,434)

 

 

 

(1,338,434)

 

 

(1,364,949)

 

Capitalized computer software costs—net

 

¥

962,224

 

¥

919,464

 

 

¥

919,464

 

¥

963,241

 

 

Included in the above are capitalized software costs for projects in progress of ¥91,089¥59,895 thousand and ¥59,895¥67,265 thousand at March 31, 20152016 and 2016,2017, respectively. For the years ended March 31, 2014, 2015, 2016 and 2016,2017, the Company recognized amortization expenses related to capitalized software development costs of ¥237,886 thousand, ¥302,809 thousand, ¥374,510 thousand and ¥374,510¥455,876 thousand, respectively.

 

The following table shows the estimated amortization of capitalized computer software costs for each of the next five years:

 

 

 

 

 

 

 

 

 

    

Thousands of

 

    

Thousands of

 

Years ending March 31,

 

Yen

 

 

Yen

 

2017

 

¥

367,493

 

2018

 

 

253,635

 

 

¥

347,506

 

2019

 

 

142,831

 

 

 

243,184

 

2020

 

 

75,800

 

 

 

171,943

 

2021

 

 

19,810

 

 

 

109,248

 

2022

 

 

24,097

 

 

 

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Table of Contents 

9.10.LONG-TERM DEBT

 

Short-term debt of ¥36,000¥52,000 thousand and ¥52,000¥1,000,000 thousand as of March 31, 20152016 and 20162017 consists of bank borrowings with a weighted average interest rate of 0.5% and 0.36%.

 

The components of long-term debt as of March 31, 20152016 and 2016,2017, are summarized as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

    

2015

    

 

 

    

2016

    

 

 

 

 

 

Weighted

 

 

 

 

Weighted

 

 

 

 

 

 

average

 

 

 

 

average

 

 

 

 

 

 

interest

 

2015

 

interest

 

2016

 

 

 

rate

 

Balance

 

rate

 

Balance

 

Bank borrowings:

 

 

 

 

 

 

 

 

 

 

 

Secured by equity securities, various rates

 

 —

 

¥

 —

 

1.1%

 

¥

1,782,642

 

Unsecured, various rates and various maturities through 2021

 

2.2%

 

 

1,224,669

 

1.3%

 

 

2,552,718

 

Capital lease obligations

 

1.7%

 

 

8,914

 

1.7%

 

 

5,613

 

 

 

 

 

 

1,233,583

 

 

 

 

4,340,973

 

Less: current portion

 

 

 

 

458,243

 

 

 

 

703,986

 

 

 

 

 

¥

775,340

 

 

 

¥

3,636,987

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

    

2016

    

 

 

    

2017

    

 

 

 

 

 

Weighted

 

 

 

 

Weighted

 

 

 

 

 

 

average

 

 

 

 

average

 

 

 

 

 

 

interest

 

2016

 

interest

 

2017

 

 

 

rate

 

Balance

 

rate

 

Balance

 

Bank borrowings:

 

 

 

 

 

 

 

 

 

 

 

Secured by equity securities, various rates, and various maturities due 2020

 

1.1%

 

¥

1,782,642

 

0.4%

 

¥

1,810,694

 

Unsecured, various rates and various maturities, due 2019 through 2022

 

1.3%

 

 

2,552,718

 

0.4%

 

 

3,629,079

 

Capital lease obligations, due 2018

 

1.7%

 

 

5,613

 

0.6%

 

 

120,247

 

Zero coupon convertible bonds, due 2019

 

 

 

 —

 

 

 

1,185,502

 

 

 

 

 

 

4,340,973

 

 

 

 

6,745,522

 

Less: current portion

 

 

 

 

703,986

 

 

 

 

808,229

 

 

 

 

 

¥

3,636,987

 

 

 

¥

5,937,293

 

The aggregate annual maturities of long-term debt after March 31, 2016,2017, are as follows:

 

 

 

 

 

 

 

 

 

Years ending

    

 

 

 

    

 

 

 

March 31,

 

Thousands of Yen

 

 

Thousands of Yen

 

2017

 

¥

703,985

 

2018

 

 

538,068

 

 

¥

808,229

 

2019

 

 

536,520

 

 

 

906,383

 

2020

 

 

423,228

 

 

 

1,968,128

 

2021

 

 

2,139,172

 

 

 

2,709,106

 

2022

 

 

268,125

 

Thereafter

 

 

85,551

 

 

¥

4,340,973

 

 

¥

6,745,522

 

 

As is customary in Japan, both short-term and long-term bank borrowings are made under general agreements that provide that securities and guarantees for present and future indebtedness will be given upon request of the bank, and that the bank shall have the right, as the obligations become due, or in the event of their default, to offset cash deposits against such obligations.

 

In the year ended March 31, 20152016 and 2016,2017, the Company borrowed ¥800,000¥3,761,546 thousand and ¥3,761,546¥1,855,897 thousand from two banks, respectively. The balance includingof such borrowings as of March 31, 20152016 and 20162017 was ¥962,168¥4,247,860 thousand and ¥4,247,860¥4,336,877 thousand, respectively.

 

Credit Line

Under a ¥700,000 thousand five year syndicated loan arrangement entered into with a consortium of banks on September 27, 2011, the Company borrowed ¥350,000 thousand when the arrangement was signed and an additional ¥350,000 thousand in May 2012. As of March 31, 20152016 and 2016,2017, the balance of such borrowings was ¥262,500¥87,500 thousand and ¥87,500¥0 thousand, respectively. The unused balance under this arrangement was ¥612,500 thousand as of March 31, 2016.

 

On December 28, 2012, the Company entered into a short-term revolving credit facility agreement with a consortium of Japanese banks in an aggregate principal amount of ¥1,000,000 thousand that originally matured on December 27, 2013. The Company renewed the agreement to extend the maturity to December 22, 2016.2017. Any

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further extension of the maturity date of the credit facility is subject to the consortium’s approval. There were no

F-26


TableAs of Contents

March 31, 2017, the balance of borrowings under this credit facility was ¥1,000,000 thousand.

Under a ¥ 1,000,000 thousand syndicated loan arrangement entered into with a consortium of banks on July 26, 2016, and a ¥300,000 thousand six year syndicated loan arrangement entered into with a consortium of banks on September 27, 2016, the Company borrowed ¥1,300,000 thousand with both agreements. As of March 31, 2017, the balance of such borrowings was ¥1,300,000 thousand.

The Company entered into a ¥90,000 thousand one year bank overdraft arrangement with certain bank for which the unused balance outstanding as of March 31, 20152017 was ¥90,000 thousand.

Convertible bonds

In December 2016, the Company issued unsecured zero coupon convertible bonds due in November 2019 in the aggregate face amount of ¥2,500,000 thousand at par for ¥2,500,000 thousand. The conversion price is ¥813 per common stock and are convertible to the Company’s common stock at the option of the holders at any time on or after December 2016. The unusedbond holder may require the Company to redeem the bonds outstanding on or after December 1, 2016 through November 30, 2017, December 1, 2017 through November 30, 2018 and December 1, 2018 through November 30, 2019 at 100.5%,  101.0% and 101.5% of the face amount, respectively. In addition, the Company has the option to redeem all of the bonds outstanding at 110.0% of the face amount. The bonds contain beneficial conversion features and the proceeds equal to the intrinsic value of the features amounted to ¥100,272 thousand are recognized in “Additional paid-in capital” on the Company’s consolidated balance under this agreement was ¥1,000,000 thousand as ofsheets. There are no other embedded features which the Company is required to bifurcate and are accounted for separately from the bonds.

During the year ended March 31, 2016.2017, prior to the maturity date, convertible bonds with a face amount of ¥1,250,000 thousand were converted into 1,537,502 equity shares of the Company at a conversion price of ¥813 per share. The Company recorded an increase of ¥625,000 thousand in "Common stock" and ¥719,715 thousand, net of issuance cost of ¥5,557 thousand in "Additional paid-in capital." The carrying amount of the bonds, with the accretion of discounts, is included in "Long-term debt" in the Company's consolidated balance sheets.

 

Financial Covenants

There are restrictive covenants related to the bank borrowings under the credit lineof ¥3,608,150 thousand as of March 31, 2017, including requirements to maintain a minimum level of net assets and ordinary income in the stand-alone and consolidated financial statements of the Company, measured under accounting principles generally accepted in Japan (“Japanese GAAP”). FRONTEO is required to maintain net assets at a level which is at least 75% of (a) net assets as of March 31, 2011; ¥1,168,013 thousand on a stand-alone basis and ¥1,173,1452015 of ¥5,220,772 thousand on a consolidated basis under Japanese GAAP or (b) net assets at the end of the previous year, whichever is higher. The ordinary income covenant states that FRONTEO and the Company shall not record ordinary losses in any two consecutive fiscal years. FRONTEO is in compliance with these restrictive covenants at March 31, 2016.2017.

 

There are restrictive covenants related to the bank borrowings of ¥3,565,283¥210,337 thousand as of March 31, 2016,2017, including requirements to maintain a minimum level of net assets and ordinary income in the stand-alone and consolidated financial statements of the Company, measured under Japanese GAAP. FRONTEO is required to maintain net assets at a level which is at least 75% of (a) net assets as of March 31, 2015; ¥5,032,824 thousand on a stand-alone basis and ¥5,220,772 thousand on a consolidated basis under Japanese GAAP or (b) net assets at the end of the previous year, whichever is higher. The ordinary income covenant states that FRONTEO and the Company shall not record ordinary losses in any two consecutive fiscal years. FRONTEO is in compliance with these restrictive covenants at March 31, 2016.2017.

There are restrictive covenants related to the syndicated loan of ¥1,300,000 thousand as of March 31, 2017, including requirements to maintain a minimum level of net assets and ordinary income in the stand-alone and consolidated financial statements of the Company, measured under Japanese GAAP. FRONTEO is required to maintain net assets at a level which is at least 75% of (a) net assets as of March 31, 2016; ¥5,187,455 thousand on a stand-alone basis and ¥4,657,450 thousand on a consolidated basis under Japanese GAAP or (b) net assets at the end of the previous year, whichever is higher. The ordinary income covenant states that FRONTEO and the Company shall not record ordinary losses in any two consecutive fiscal years. FRONTEO is in compliance with these restrictive covenants at March 31, 2017.

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Table of Contents

 

There are restrictive covenants related to the revolving credit facility of ¥1,000,000 thousand as of March 31, 2016,2017, including requirements to maintain a minimum level of net assets and ordinary income in the stand-alone and consolidated financial statements of the Company, measured under Japanese GAAP. FRONTEO is required to maintain net assets at a level which is at least 75% of (a) net assets as of March 31, 2012; ¥2,607,338 thousand on a stand-alone basis and ¥2,655,320 thousand on a consolidated basis under Japanese GAAP or (b) net assets at the end of the previous year, whichever is higher. The ordinary income covenant states that FRONTEO and the Company shall not record ordinary losses in any two consecutive fiscal years.

As of March 31, 2016,2017, FRONTEO is not in compliance with these restrictive covenants. Subsequent to the year end, one of Japanese banks determined not to extend the maturity on the outstanding loans and the Company repaid in an aggregate principal amount of ¥200,000 thousand to the bank. The other Japanese banks extended the maturity on the outstanding loans in June and July 2017 and the remaining principal amount of ¥800,000 thousand are classified as short-term bank borrowing and will become due on December 22, 2017, unless further extension of the maturity of the credit facility will be submitted and approved by the consortium.

As of March 31, 2017, the Company pledged EvD securitiesthe common stock of its subsidiary in the U.S. with carrying value of ¥3,873,347 ¥4,394,269 thousand as security for a borrowing from bank of ¥755,000 thousand and $9,120¥1,999,582 thousand.

 

10.11.   RETIREMENT AND SEVERANCE BENEFITS

 

The Company has defined benefit plans which consist primarily of the defined benefit indemnities plan covering substantially all employees in Japan. Under the severance indemnities plans, employees are entitled to severance payments based on their earnings and the length of service until retirement or termination of employment for reasons other than dismissal for cause.

 

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Table of Contents

Reconciliations of the beginning and ending balances of the benefit obligation and the fair value of plan assets for the years ended March 31, 20152016 and 2016,2017, are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

 

    

2015

    

2016

 

    

2016

    

2017

 

Change in benefit obligation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Benefit obligation at beginning of year

 

¥

25,268

 

¥

41,990

 

 

¥

41,990

 

¥

79,839

 

Service cost

 

 

16,843

 

 

17,468

 

 

 

17,468

 

 

24,641

 

Interest cost

 

 

28

 

 

35

 

 

 

35

 

 

123

 

Actuarial loss

 

 

4,241

 

 

27,856

 

Actuarial loss (gain)

 

 

27,856

 

 

(15,518)

 

Benefits paid

 

 

(4,509)

 

 

(5,448)

 

 

 

(5,448)

 

 

(11,539)

 

Foreign currency exchange rate changes

 

 

119

 

 

(2,062)

 

 

 

(2,062)

 

 

811

 

Benefit obligation at end of year

 

¥

41,990

 

¥

79,839

 

 

¥

79,839

 

¥

78,357

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in plan assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of plan assets at beginning of year

 

¥

7,447

 

¥

5,866

 

 

¥

5,866

 

¥

20,486

 

Employer contribution

 

 

433

 

 

19,590

 

Employer contributions

 

 

19,590

 

 

14,329

 

Benefits paid

 

 

(2,821)

 

 

(3,564)

 

 

 

(3,564)

 

 

(11,539)

 

Foreign currency exchange rate changes

 

 

807

 

 

(1,406)

 

 

 

(1,406)

 

 

552

 

Fair value of plan assets at end of year

 

¥

5,866

 

¥

20,486

 

 

 

20,486

 

 

23,828

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Funded status at end of year

 

¥

(36,124)

 

¥

(59,353)

 

 

¥

(59,353)

 

¥

(54,529)

 

 

The accumulated benefit obligations as of March 31, 20152016 and 20162017 are ¥28,079¥62,390 thousand and ¥62,390¥70,688 thousand, respectively.

 

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Table of Contents

Amounts recognized in the consolidated balance sheets as of March 31, 20152016 and 2016,2017, are as follows:

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

    

2015

    

2016

 

Other current liabilities

 

¥

5,037

 

¥

3,201

 

Accrued retirement cost—noncurrent

 

 

31,087

 

 

56,152

 

Amount recognized

 

¥

36,124

 

¥

59,353

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

    

2016

    

2017

 

Retirement and severance benefits—current

 

¥

3,201

 

¥

8,468

 

Retirement and severance benefits—noncurrent

 

 

56,152

 

 

46,061

 

Amount recognized

 

¥

59,353

 

¥

54,529

 

 

Net periodic retirement cost for the years ended March 31, 2013, 2015, 2016 and 2016,2017 consists of the following components:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

 

    

2014

    

2015

    

2016

 

    

2015

    

2016

    

2017

 

Service cost

 

¥

7,831

 

¥

16,843

 

¥

17,468

 

 

¥

16,843

 

¥

17,468

 

¥

24,641

 

Interest cost

 

 

21

 

 

28

 

 

35

 

 

 

28

 

 

35

 

 

123

 

Amortization of net gain (loss)

 

 

(174)

 

 

1,594

 

 

2,001

 

Amortization of net gain

 

 

1,594

 

 

2,001

 

 

4,313

 

Net periodic retirement cost

 

¥

7,678

 

¥

18,465

 

¥

19,504

 

 

¥

18,465

 

¥

19,504

 

¥

29,077

 

 

Amounts recognized in other comprehensive income (loss), net of tax, for the years ended March 31, 2014, 2015, 2016 and 2016,2017, are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

    

2014

    

2015

    

2016

 

Actuarial loss

 

¥

(4,886)

 

¥

(1,703)

 

¥

(17,495)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

    

2015

    

2016

    

2017

 

Actuarial (gain) loss

 

¥

(1,703)

 

¥

(17,495)

 

¥

13,759

 

 

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Table of Contents

Amounts recognized in accumulated other comprehensive income (loss), net of tax, as of March 31, 20152016 and 2016,2017, are as follows:

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

    

2015

    

2016

 

Accumulated actuarial loss

 

¥

(5,781)

 

¥

(23,276)

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

    

2016

    

2017

 

Accumulated actuarial loss

 

¥

(23,276)

 

¥

(9,517)

 

 

The estimated net actuarial loss that will be amortized from accumulated other comprehensive income into net periodic retirement cost in the fiscal year ending March 31, 20172018 is ¥4,313¥2,652 thousand.

 

The Company uses its year-end as the measurement date for the benefit obligation. Weighted-averageThe assumptions used to determine the year-end benefit obligation are as follows:

 

 

 

 

 

 

 

 

 

 

 

    

2015

    

2016

 

    

2016

    

2017

 

Discount rate

 

0.17%

 

0.23%

 

 

0.23%

 

0.27%

 

Rate of compensation increase

 

3.50%

 

5.10%

 

 

5.10%

 

4.70%

 

 

Weighted-averageThe assumptions used to determine the net periodic retirement cost for the years ended March 31, 2014, 2015, 2016 and 2016,2017, are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

2014

    

2015

    

2016

 

    

2015

    

2016

    

2017

 

Discount rate

 

0.26%

 

0.21%

 

0.17%

 

 

0.21%

 

0.17%

 

0.23%

 

Rate of compensation increase

 

4.86%

 

6.90%

 

3.50%

 

 

6.90%

 

3.50%

 

5.10%

 

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Table of Contents

 

The expected future benefit payments, which reflect expected future service, are as follows:

 

 

 

 

 

 

 

 

 

Years ending March 31,

    

Thousands of Yen

 

    

Thousands of Yen

 

2017

 

¥

3,976

 

2018

 

 

5,234

 

 

¥

8,468

 

2019

 

 

6,259

 

 

 

8,209

 

2020

 

 

7,905

 

 

 

9,086

 

2021

 

 

8,629

 

 

 

10,533

 

2022 through 2025

 

 

58,478

 

2022

 

 

9,405

 

2023 through 2028

 

 

36,759

 

 

The Company expects to contribute ¥3,201¥8,468 thousand to its defined benefit pension plan in the year ending March 31, 2017.2018.

 

Plan assets cover the defined benefit plan for employees of a certain subsidiary. The Company’s funding policy with respect to the plan is to contribute annually its employees’ monthly salary to the plan. Plan assets are life insurance pooled investment portfolios, which are managed by an insurance company and guarantee a rate of return. The life insurance pooled investment portfolios are valued at conversion value and are classified as Level 2 in2. Refer to Note 15 for the fair value hierarchy.definition of Level 2.

 

11.12. ASSET RETIREMENT OBLIGATIONS

 

The Company’s asset retirement obligations, which are included in “Other liabilities” in the Company’s consolidated balance sheets, are related to leasehold office premises which the Company is contractually obligated

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Table of Contents

to restore at the end of the lease to their original condition. The movements in asset retirement obligations for the years ended March 31, 20152016 and 2016,2017, are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

 

    

2015

    

2016

 

    

2016

    

2017

 

Balance at beginning of year

 

¥

32,407

 

¥

48,041

 

 

¥

48,041

 

¥

49,005

 

Liabilities incurred during the year

 

 

15,233

 

 

 —

 

 

 

 —

 

 

 —

 

Accretion expense

 

 

401

 

 

964

 

 

 

964

 

 

976

 

Balance at end of year

 

¥

48,041

 

¥

49,005

 

 

¥

49,005

 

¥

49,981

 

 

 

12.13. FINANCIAL INSTRUMENTS

 

Fair value estimates and information about valuation methodologies regarding financial instruments are as follows:

 

Quoted market prices, where available, are used to estimate the fair values of financial instruments. In the absence of quoted market prices, fair values for such financial instruments are estimated using an income approach, based on discounted cash flows, or other valuation techniques.

 

Cash and cash equivalents, Current portion of investments,investment, Trade accounts receivablesreceivable and Trade accounts payablespayable

 

The carrying amount approximates fair value because of the short maturity of these instruments.

 

Investments

 

Investments consisted of time deposits with fixed interest rate of which contract was entered into in March 2016. Due toAs there have been no significant changes in credit environment, the carrying amount approximates fair value. The fair value of time deposits with stated maturities was based on the discounted value of contractual cash flows. The discount rate was estimated using rates currently available in the local market.

 

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Table of Contents

Short-term and long-term debt

 

The fair value of bank borrowings is estimated based on the present value of future cash flows using the Company’s borrowing rate for the same contractual terms.

 

The fair value of the convertible bonds is estimated based on the present value of future cash flows using the Company’s borrowing rate for the same contractual terms as the Company’s share price was lower than the conversion price.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

 

 

2015

 

2016

 

 

2016

 

2017

 

    

Carrying

    

 

 

    

Carrying

    

Fair

 

    

Carrying

    

 

 

    

Carrying

    

Fair

 

 

Amount

 

Fair Value

 

Amount

 

Value

 

 

Amount

 

Fair Value

 

Amount

 

Value

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term bank borrowing

 

¥

36,000

 

¥

36,000

 

¥

52,000

 

¥

52,000

 

 

¥

52,000

 

¥

52,000

 

¥

1,000,000

 

¥

1,000,000

 

Long-term debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank borrowings

 

 

1,224,668

 

 

1,226,651

 

 

4,335,360

 

 

4,294,286

 

 

 

4,335,360

 

 

4,294,286

 

 

5,439,773

 

 

5,443,352

 

Convertible bonds

 

 

 

 

 

 

1,185,502

 

 

1,231,903

 

 

Refer to Note 1011 for fair value of plan assetsasset which are comprised of the life insurance pooled investment portfolios, Note 1415 for fair values of equity and debt securities and Note 1314 for derivative financial instruments.

 

The level of the fair value hierarchy within the fair value measurement of cash equivalents is Level 1 and that of current portion of investments, investments, short-term debt and long-term debt is Level 2.

 

Significant Customers and Concentration of Credit Risk— Trade accounts receivable from the Company’s three largest customers accounted for approximately 48.4%33.6% and 33.6%17.1% of the Company’s trade accounts receivable as of March 31, 20152016 and 2016,2017, respectively.

 

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The Company conducts business based on periodic evaluations of the Customers’customers’ financial conditions and generally does not require collateral to secure their obligations to the Company. The Company does not believe a significant risk of loss exists from a concentration of credit risk.

 

13.14. DERIVATIVE FINANCIAL INSTRUMENTS

 

The Company’s exposure to risks arising from fluctuations in foreign currencies and interest rates related to underlying long-term bank borrowings and forecasted borrowing transactions. In order to minimize the variability caused by those risks, the Company enters into interest rate swaps, cross currency interest rate swaps and forward currency exchange contracts to manage fluctuations in cash flows. The interest rate swaps entered into are receive-variable, pay-fixed interest rate swaps, and expired during the year ended March 31, 2014. The cross currency interest rate swaps entered into during the year ended March 31, 2016 and 2017 are converting U.S. dollar basis borrowings with variable interest raterates into Japanese yen basis borrowings with fixed interest rate.rates. The forward currency exchange contracts entered into during the year ended March 31, 2016 and 2017 are to receive Japanese yen amountamounts from forecasted borrowing transactiontransactions on a U.S. dollar basis.basis and expired during the year ended March 31, 2017. The forward currency exchange contracts existing as of March 31, 2017 are to receive Japanese yen amounts for receivables denominated in U.S. dollar.

 

The Company does not designate the interest rate swap and cross currency interest rate swapswaps and forward currency exchange contracts as hedging instruments for the purpose of applying hedge accounting. Accordingly, those contracts are measured at fair value as either assets or liabilities and changes in their fair value are immediately recognized in earnings.

 

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Table of Contents

Volume of Derivative Activities

 

Notional amounts of cross currencycross-currency interest rate swaps and forward currency exchange as of March 31, 2016 and 2017 are summarized as follows:

 

Thousands of

Yen

Cross currency interest rate swaps

¥

2,251,545

Forward currency exchange

136,488

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

    

2016

    

2017

 

Cross currency interest rate swaps

 

¥

2,251,545

 

¥

2,156,055

 

Forward currency exchange

 

 

136,488

 

 

1,151,272

 

 

Impacts on the Consolidated Financial Statements

 

The fair values of derivatives in the consolidated balance sheets as of March 31, 2016 and 2017 are summarized as follows:

 

Thousands of Yen

Balance sheet

Fair value

Derivative liabilities

Derivatives designated as hedging instruments

Forward currency exchange

Derivative liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Balance sheet

 

Fair value

 

 

 

 

2016

    

2017

 

Derivative liabilities

 

 

 

 

 

 

 

 

Derivatives not designated as hedging instruments:

 

 

 

 

 

 

 

 

Cross currency interest rate swaps

Derivative liabilities

 

¥

254,262

 

¥

214,611

 

Forward currency exchange

Derivative liabilities

 

 

3,943

 

 

 

 

Other current liabilities

 

 

 

 

7,624

 

3,943

Cross currency interest rate swaps

Derivative liabilities

254,262

 

Gains and losses related to derivatives recorded in the consolidated statements of operations for the year ended March 31, 2016 and 2017 are summarized as follows:

 

Derivatives not designated as hedging instruments:instruments

Thousands of Yen

Losses recognized

Statement of

in Statements of Operations

operations

on derivatives

Forward currency exchange

Loss on derivatives

(3,943)

Cross currency interest rate swap

Loss on derivatives

(254,262)

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

Statement of operations

 

Gains (Losses) recognized
in Statement of Operations on derivatives

 

 

 

2016

    

2017

Cross currency interest rate swaps

Gain (loss) on derivatives

 

¥

(254,262)

 

¥

39,651

Forward currency exchange

Gain (loss) on derivatives

 

 

(3,943)

 

 

3,681


 

 

 

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Table of Contents

14.15. FAIR VALUE MEASUREMENTS

 

ASC Topic 820, “Fair Value Measurements,” establishes a fair value hierarchy that prioritizes the use of observable inputs in markets over the use of unobservable inputs when measuring fair value as follows:

 

Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities

 

Level 2 — Directly or indirectly observable inputs other than those included in Level 1, such as quoted market prices for similar assets and liabilities in active markets, quoted prices for identical assets in inactive markets, or inputs derived principally from or corroborated by observable market data

 

Level 3 — Unobservable inputs for which there is little or no market data, which require the Company to develop its own assumptions and best estimate of what inputs market participants would use in pricing an asset or liability

 

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Table of Contents

Investments in equity and debt securities

Investments in certain equity securities for which quoted market prices are available to determine their fair value are included in Level 1. The fair value of debt securities presented in Level 2 is estimated based on quotes from financial institutions.

 

Derivative instruments

The fair value of derivative instruments presented in Level 2 is estimated based on quotes from financial institutions.

 

Assets and liabilities measured at fair value on a recurring basis

Assets and liabilities measured at fair value on a recurring basis as of March 31, 20152016 and 2016,2017, are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

Items Measured at Fair Value on a

 

Carrying

 

Total Fair

 

Fair Value Hierarchy Classification

 

 

Carrying

 

Total Fair

 

Fair Value Hierarchy Classification

Recurring Basis

    

Value

    

Value

    

Level 1

    

Level 2

    

Level 3

 

    

Value

    

Value

    

Level 1

    

Level 2

    

Level 3

March 31, 2015:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity securities

 

¥

410,850

 

¥

410,850

 

¥

410,850

 

¥

 —

 

¥

 —

 

Debt securities

 

 

101,458

 

 

101,458

 

 

 —

 

 

101,458

 

 

 —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity securities

 

¥

539,100

 

¥

539,100

 

¥

539,100

 

¥

 —

 

¥

 —

 

 

¥

539,100

 

¥

539,100

 

¥

539,100

 

¥

 —

 

¥

 —

Debt securities

 

 

100,820

 

 

100,820

 

 

 —

 

 

100,820

 

 

 —

 

 

 

100,820

 

 

100,820

 

 

 —

 

 

100,820

 

 

 —

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative liabilities

 

 

258,205

 

 

258,205

 

 

 —

 

 

258,205

 

 

 —

 

 

 

258,205

 

 

258,205

 

 

 

 

258,205

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity securities

 

¥

500,400

 

¥

500,400

 

¥

500,400

 

¥

 —

 

¥

 —

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative liabilities

 

 

222,235

 

 

222,235

 

 

 

 

222,235

 

 

 

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Table of Contents

Assets and liabilities measured at fair value on a non-recurring basis

Assets and liabilities measured at fair value on a non-recurring basis as of March 31, 2016, are as follows:follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

losses for

 

 

 

 

 

 

 

 

 

 

 

 

 

the year

 

 

 

 

 

 

 

 

 

 

 

 

 

ended

 

Items Measured at Fair Value on a

 

Carrying

 

Total Fair

 

Fair Value Hierarchy Classification

 

March 31,

 

Non-recurring Basis

    

Value

    

Value

    

Level 1

    

Level 2

    

Level 3

    

2016

 

March 31, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property and equipment

 

 

 

 

 

 

¥

5,144

 

 

There are no assets and liabilities measured at fair value on a non-recurring basis as of March 31, 2015.2017. See Note 56 for additional information.

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Table of Contents

15.16. INCOME TAXES (BENEFIT)

 

Income (loss) from operations before income taxes and income taxes (benefit) for the years ended March 31, 2014, 2015, 2016 and 2016,2017, consist of the following components:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

 

    

2014

    

2015

    

2016

 

    

2015

    

2016

    

2017

 

Income (loss) from operations before income taxes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic

 

¥

(315,434)

 

¥

502,845

 

¥

(235,186)

 

 

¥

502,845

 

¥

(235,186)

 

¥

(638,940)

 

Foreign

 

 

(233,769)

 

 

(44,548)

 

 

6,436

 

 

 

(44,548)

 

 

6,436

 

 

(678,032)

 

Total

 

¥

(549,203)

 

¥

458,297

 

¥

(228,750)

 

 

¥

458,297

 

¥

(228,750)

 

¥

(1,316,972)

 

Income taxes (benefit)-current

 

 

 

 

 

 

 

 

 

 

Income taxes―current

 

 

 

 

 

 

 

 

 

 

Domestic

 

¥

20,325

 

¥

82,915

 

¥

121,253

 

 

¥

82,915

 

¥

121,253

 

¥

40,669

 

Foreign

 

 

2,974

 

 

(44)

 

 

92,062

 

 

 

(44)

 

 

92,062

 

 

121

 

Total

 

¥

23,299

 

¥

82,871

 

¥

213,315

 

 

¥

82,871

 

¥

213,315

 

¥

40,790

 

Income taxes (benefit)-deferred

 

 

 

 

 

 

 

 

 

 

Income taxes (benefit)―deferred

 

 

 

 

 

 

 

 

 

 

Domestic

 

¥

(93,394)

 

¥

132,995

 

¥

5,122

 

 

¥

132,995

 

¥

5,122

 

¥

(55,977)

 

Foreign

 

 

(35,556)

 

 

22,228

 

 

(35,312)

 

 

 

22,228

 

 

(35,312)

 

 

(442,922)

 

Total

 

¥

(128,950)

 

¥

155,223

 

¥

(30,190)

 

 

¥

155,223

 

¥

(30,190)

 

¥

(498,899)

 

 

For the years ended March 31, 2014, 2015, 2016 and 2016, ¥(105,651) thousand,2017, ¥238,094 thousand, ¥183,125 thousand and ¥183,125(¥458,109) thousand were recorded as income tax expenses (benefit) attributable to operations, and ¥753 thousand, ¥50,902 thousand, ¥32,779 thousand and ¥32,779(¥15,694) thousand were recognized as income tax expenses (benefit) attributable to other comprehensive income, respectively.

 

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Table of Contents

The tax effects of temporary differences and operating loss carryforwards and tax credits giving rise to deferred tax balances at March 31, 20152016 and 20162017 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

 

 

2015

 

2016

 

 

2016

 

2017

 

    

Deferred Tax

    

Deferred Tax

    

Deferred Tax

    

Deferred Tax

 

    

Deferred Tax

    

Deferred Tax

    

Deferred Tax

    

Deferred Tax

 

 

Asset

 

Liability

 

Asset

 

Liability

 

 

Asset

 

Liability

 

Asset

 

Liability

 

Impairment loss on investments in securities

 

¥

40,271

 

¥

 —

 

¥

38,130

 

¥

 —

 

 

¥

38,130

 

¥

 —

 

¥

38,130

 

¥

 —

 

Depreciation and amortization

 

 

16,160

 

 

41,904

 

 

11,085

 

 

37,478

 

 

 

11,085

 

 

37,478

 

 

22,137

 

 

83,958

 

Accrued municipal governments tax

 

 

10,602

 

 

 —

 

 

9,812

 

 

 —

 

 

 

9,812

 

 

 —

 

 

6,702

 

 

 —

 

Allowance for doubtful accounts

 

 

 —

 

 

 —

 

 

23,144

 

 

 —

 

 

 

23,144

 

 

 —

 

 

74,855

 

 

 —

 

Deferred revenue

 

 

1,843

 

 

 —

 

 

 —

 

 

 —

 

Accrued bonus

 

 

45,937

 

 

 —

 

 

49,354

 

 

 —

 

 

 

49,354

 

 

 

 

 

68,127

 

 

 

 

Accrued vacation

 

 

18,077

 

 

 —

 

 

63,984

 

 

 —

 

 

 

63,984

 

 

 

 

 

97,497

 

 

 

 

Other accrued expense

 

 

 —

 

 

 —

 

 

146,324

 

 

 —

 

Asset retirement obligations

 

 

15,537

 

 

 —

 

 

16,591

 

 

 —

 

 

 

16,591

 

 

 —

 

 

17,864

 

 

 —

 

Operating loss carryforwards

 

 

48,629

 

 

 —

 

 

109,413

 

 

 —

 

 

 

109,413

 

 

 —

 

 

396,055

 

 

 —

 

Derivatives

 

 

 —

 

 

 —

 

 

20,174

 

 

 —

 

 

 

20,174

 

 

 —

 

 

828

 

 

 —

 

Accounts payable

 

 

 —

 

 

 —

 

 

4,754

 

 

 —

 

 

 

4,754

 

 

 —

 

 

 —

 

 

 —

 

Prepaid expenses

 

 

 —

 

 

18,170

 

 

 —

 

 

21,635

 

 

 

 —

 

 

21,635

 

 

 —

 

 

 —

 

Unrealized gain on available-for-sale securities

 

 

 —

 

 

97,769

 

 

 —

 

 

141,653

 

 

 

 —

 

 

141,653

 

 

 —

 

 

120,291

 

Acquisition related costs

 

 

28,396

 

 

 —

 

 

26,885

 

 

 —

 

Acquisition related cost

 

 

26,885

 

 

 —

 

 

26,885

 

 

 —

 

Share-based compensation expense

 

 

14,547

 

 

 —

 

 

4,070

 

 

 —

 

 

 

4,070

 

 

 —

 

 

 —

 

 

 —

 

Intangible assets

 

 

 —

 

 

 —

 

 

 —

 

 

707,315

 

 

 

 —

 

 

707,315

 

 

 —

 

 

679,131

 

Others

 

 

30,227

 

 

23,432

 

 

40,600

 

 

8,260

 

 

 

40,600

 

 

8,260

 

 

156,229

 

 

50,901

 

Total

 

 

270,226

 

 

181,275

 

 

417,996

 

 

916,341

 

 

 

417,996

 

 

916,341

 

 

1,051,633

 

 

934,281

 

Valuation allowances

 

 

(88,870)

 

 

 —

 

 

(132,874)

 

 

 —

 

Valuation allowance

 

 

(132,874)

 

 

 —

 

 

(181,719)

 

 

 —

 

Total

 

¥

181,356

 

¥

181,275

 

¥

285,122

 

¥

916,341

 

 

¥

285,122

 

¥

916,341

 

¥

869,914

 

¥

934,281

 

 

In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in specific tax jurisdictions during the period in which these differences become deductible. Based on these factors, management believes it is more likely than not the Company will realize the benefits of these deductible differences, net of the existing valuation allowancesallowance as of March 31, 20152016 and 2016.2017.

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As of March 31, 2015,2016 and 2017, the valuation allowance for deferred tax assets related primarily to operating loss carryforwards of the Korean, Taiwanese and a certain domestic subsidiaries. As of March 31, 2016, the valuation allowance for deferred tax assets related primarily to operating loss carryforwards of the U.S., Taiwanesesubsidiaries, and certain domestic subsidiaries. The valuation allowance was provided at the amounts which are considered not more likely than not to be realized.

 

An analysis of the movement in the valuation allowance for deferred tax assets for the years ended March 31, 2014, 2015, 2016 and 20162017 is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

 

    

2014

    

2015

    

2016

 

    

2015

    

2016

    

2017

 

Balance at beginning of year

 

¥

22,856

 

¥

57,324

 

¥

88,870

 

 

¥

57,324

 

¥

88,870

 

¥

132,874

 

Additions

 

 

36,122

 

 

48,931

 

 

61,670

 

 

 

48,931

 

 

61,670

 

 

50,528

 

Deductions

 

 

(1,654)

 

 

(17,385)

 

 

(17,666)

 

 

 

(17,385)

 

 

(17,666)

 

 

(1,683)

 

Balance at end of year

 

¥

57,324

 

¥

88,870

 

¥

132,874

 

 

¥

88,870

 

¥

132,874

 

¥

181,719

 

 

As of March 31, 2016,2017, the Taiwan subsidiary, the U.S. subsidiariessubsidiary and domestic subsidiaries had operating loss carryforwards of ¥55,837¥318,557 thousand, ¥35,247¥1,024,402 thousand and ¥18,329¥224,778 thousand, respectively. These operating loss

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Table of Contents

carryforwards are available to offset future taxable income and will expire in March 2026 for TaiwaneseTaiwan taxes, March 2037 for U.S. taxes and March 2025 for Japanese income tax, respectively and will not expire for U.S. taxes.respectively.

 

Income taxes imposed by the national, prefectural and municipal governments of Japan resulted in a statutory tax rate of approximately 38.01 percent, 35.64 percent, 33.06 percent and 33.0630.62 percent for the years ended March 31, 2014, 2015, 2016 and 2016,2017, respectively.

 

Reconciliations between the amount of reported income taxestax expense (benefit) and the amount of income taxestax expense (benefit) computed using the normal statutory tax rate for the years ended March 31, 2014, 2015, 2016 and 20162017 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

 

    

2014

    

2015

    

2016

 

    

2015

    

2016

    

2017

 

Amount computed using normal Japanese statutory tax rate

 

¥

(208,752)

 

¥

163,336

 

¥

(75,716)

 

 

¥

163,336

 

¥

(75,716)

 

¥

(403,257)

 

Increase (decrease) in taxes resulting from:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in valuation allowance

 

 

34,468

 

 

31,545

 

 

44,004

 

 

 

31,545

 

 

44,004

 

 

48,845

 

Change in statutory tax rate

 

 

1,836

 

 

15,798

 

 

18,074

 

 

 

15,798

 

 

18,074

 

 

 —

 

Share-based compensation expense

 

 

25,331

 

 

6,927

 

 

21,531

 

 

 

6,927

 

 

21,531

 

 

(7,814)

 

Earnings of foreign subsidiaries taxed at different rates from the statutory rate in Japan

 

 

27,204

 

 

15,776

 

 

14,475

 

 

 

15,776

 

 

14,475

 

 

(104,407)

 

Officers’ remuneration not deductible for tax purpose

 

 

775

 

 

4,870

 

 

 —

 

 

 

4,870

 

 

 —

 

 

 —

 

Research and development tax credit

 

 

 —

 

 

(7,513)

 

 

 —

 

 

 

(7,513)

 

 

 —

 

 

(5,748)

 

Non-deductible acquisition costs and earn-out liability adjustment

 

 

 —

 

 

 —

 

 

157,739

 

Non-deductible acquisition costs and earn-out liabilities adjustment

 

 

 —

 

 

157,739

 

 

 —

 

Others-net

 

 

13,487

 

 

7,355

 

 

3,018

 

 

 

7,355

 

 

3,018

 

 

14,272

 

Income tax expense (benefit) as reported

 

¥

(105,651)

 

¥

238,094

 

¥

183,125

 

 

¥

238,094

 

¥

183,125

 

¥

(458,109)

 

 

ChangeThe change in valuation allowance for the year ended March 31, 2014 includes an increase of ¥19,860 thousand in the valuation allowance of the foreign subsidiaries in Korea and Taiwan and a domestic subsidiary as of March 31, 2014 for the deferred tax assets arising from their operating loss carryforwards incurred during the year ended March 31, 2014 and an increase of ¥16,262 thousand in the valuation allowance for the deferred tax assets arising from research and development tax credits.

Change in valuation allowance for  the year ended March 31, 2015 includes an increase of ¥20,536 thousand in the valuation allowance of thea foreign subsidiariessubsidiary in Taiwan and a domestic subsidiary as of March 31, 2015 for the deferred tax assets arising from their operating loss carryforwards incurred during the year ended March 31, 2015, and an increase of ¥28,395 thousand in the valuation allowance for the deferred tax assets arising from acquisition-relatedacquisition related costs, and a decrease of ¥16,262 thousand in the valuation allowance for the deferred tax assets arising from research and development tax credits.

 

ChangeThe change in the valuation allowance for the year ended March 31, 2016 includes an increase of ¥61,670 thousand in the valuation allowance of foreign subsidiaries in Taiwan and U.S. and domestic subsidiaries as of March 31, 2016 for the deferred tax assets arising from their operating loss carryforwards incurred during the year ended March 31, 2016 and a decrease of ¥17,666 thousand in the valuation allowance for the deferred tax assets of the foreign subsidiary in Korea.

The combined statutory tax rate was 38.01 percent for the three years from April 1, 2012 to March 31, 2015 and 35.64 percent for the years beginning on or after April 1, 2015. Further, amendments to Japanese tax regulations were enacted into law on March 20, 2014. As a result, the 10 percent surtax was eliminated for the year from April 1, 2014 to March 31, 2015 and the combined statutory tax rate was reduced from 38.01 percent to 35.64 percent from the fiscal year beginning April 1, 2014. The effect of the change in tax rate was insignificant for the years ended March 31, 2014 and 2015.

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Table of Contents 

The change in the valuation allowance for the year ended March 31, 2017 includes an increase of ¥50,528 thousand in the valuation allowance of foreign subsidiaries in U.S. and domestic subsidiaries as of March 31, 2017 for the deferred tax assets arising from their operating loss carryforwards incurred during the year ended March 31, 2017 and a decrease of ¥1,683 thousand in the valuation allowance for the deferred tax assets of the foreign subsidiary in Taiwan.

On March 31, 2015, amendments to Japanese tax regulations were enacted into law. As a result, the combined Japanese statutory rate was reduced from 35.64 percent to 33.10 percent from the fiscal year beginning April 1, 2015 and from 33.10 percent to 32.34 percent from the fiscal year beginning April 1, 2016. The impact of the tax law changes was a net deferred income taxes benefit of ¥15,798 thousand for the year ended March 31, 2015.

 

On March 29, 2016, amendments to Japanese tax regulations were enacted into law. As a result, the combined Japanese statutory rate will bewas reduced from 32.34 percent to 30.86 percent for the two years from April 1, 2016 to March 31, 2018 and from 32.34 percent to 30.62 percent from the fiscal year beginning April 1, 2018. The impact of the tax law changes was a net deferred income taxes benefit of ¥18,074 thousand for the year ended March 31, 2016.

 

16.17.SHARE-BASED COMPENSATION

 

In April 2011, the Company granted options to purchase a total of 800,000 equity shares to one employee/director and five employees (“5th series Stock Option Grant”). Options are vested three years after the grant date and will be exercisable for three years from the vesting date.

 

On June 21, 2012, the Company granted options to purchase a total of 160,000 equity shares with an exercise price per share of ¥810 to two employee/directors, two statutory auditors, twelve employees and six external advisors (“6th series Stock Option Grant”). Options are vested three years after the grant date and will be exercisable for three years from the vesting date.

 

On May 31, 2013, the Company granted options to purchase a total of 300,000 equity shares with an exercise price per share of ¥469 to five employee/directors, seventeen employees and twenty five employees of subsidiaries (“7th series Stock Option Grant”). Options are vested three years after the grant date and will be exercisable for three years from the vesting date.

 

On May 15, 2013, the Company granted options to purchase a total of 88,000 equity shares with an exercise price per share of $5.03 to underwriters (“8th series Stock Option Grant”). Options are immediately vested and are exercisable from May 16, 2013 to May 17, 2017.

 

On May 22, 2014, the Company granted options to purchase a total of 200,000 equity shares with an exercise price per share of ¥489¥489 to five employee/directors and 19 employees (“(“9th series Stock Option Grant”). Options are vested three years after the grant date and will be exercisable for three years from the vesting date.

 

On May 28, 2015, the Company granted options to purchase a total of 200,000 equity shares with an exercise price per share of ¥1,029 to six employee/directors and 38 employees (“11th11th series Stock Option Grant”). Options are vested three years after the grant date and will be exercisable for three years from the vesting date.

 

On August 1, 2015, the Company granted options to purchase a total of 60,000 equity shares with an exercise price per share of ¥930 to 12 employees (“12th12th series Stock Option Grant”). Options are vested three years after the grant date and will be exercisable for three years from the vesting date.

 

On June 22, 2016, the Company granted options to purchase a total of 140,000 equity shares with an exercise price per share of ¥1,181 to 3 employees/directors and 42 employees45 employee (“13th13th series Stock Option Grant”). Options are vested three years after the grant date and will be exercisable for three years from the vesting date.

On August 26, 2016, the Company granted options to purchase a total of 70,000 equity shares with an exercise price per share of ¥809 to 34 employee/directors (“14th series Stock Option Grant”). Options are vested three years after the grant date and will be exercisable for three years from the vesting date.

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Table of Contents

On December 23, 2016, the Company granted options to purchase a total of 15,000 equity shares with an exercise price per share of ¥901 to a director (“15th series Stock Option Grant”). Options are vested three years after the grant date and will be exercisable for three years from the vesting date.

 

The Company issues new shares upon the exercise of stock options.

 

Share-based compensation is measured at the grant date, based on the fair value of the award. Share-based compensation for non-employees is measured as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete, based on the fair value of the award. For options granted to non-employees, the share-based payments are measured at their current fair values at each interim and year-end financial reporting date, and the change in fair value is recorded with an offsetting entry to additional paid-in capital, because (1) the quantity and

F-36


Table of Contents

terms of the equity instruments are known up front and prior to the measurement date, (2) the date at which the counterparty’s performance is complete is earlier than the date at which a commitment for performance by the counterparty to earn the equity instruments is reached because of no sufficiently large disincentives for nonperformance, and (3) the counterparty’s performance is required over a period of time. The compensation expense is recognized on a straight-line basis over the vesting period.

 

The following table presents total share-based compensation expense, which is a noncash charge, included in the consolidated statements of operations for the years ended March 31, 2014, 2015, 2016 and 2016:2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

 

    

2014

    

2015

    

2016

 

    

2015

    

2016

    

2017

 

Cost of revenue

 

¥

8,565

 

¥

5,200

 

¥

26,818

 

 

¥

5,200

 

¥

26,818

 

¥

24,758

 

Selling, general and administrative expenses

 

 

62,231

 

 

21,960

 

 

51,593

 

 

 

21,960

 

 

51,593

 

 

28,274

 

Pre-tax share-based compensation expense

 

 

70,796

 

 

27,160

 

 

78,411

 

 

 

27,160

 

 

78,411

 

 

53,032

 

Income tax benefit

 

 

(6,426)

 

 

(2,722)

 

 

(8,471)

 

 

 

(2,722)

 

 

(8,471)

 

 

 

Total share-based compensation expense, net of tax

 

¥

64,370

 

¥

24,438

 

¥

69,940

 

 

 

 

 

 

 

 

 

 

 

 

¥

24,438

 

¥

69,940

 

¥

53,032

 

 

Cash received from stock options exercised during the year ended March 31, 20152016 and 20162017 was ¥17,642¥21,197 thousand and ¥21,197¥184,375 thousand, respectively. The tax deductions related to stock options exercised during the year ended March 31, 2015 and 2016 were ¥4,586was ¥1,349 thousand, and ¥1,349 thousand, respectively.there we no tax deductions during the year ended March 31, 2017.

 

The expected term of the stock options granted to employeesemployees is estimated based on historical employee exercise patterns associated with prior similar option grants. The term of the stock options granted to non-employees is estimated based on the contractual term. The Company estimates the number of forfeitures prior to vesting at the grant date. The effect of a subsequent change in estimated forfeitures is recognized through a cumulative adjustment when the actual forfeitures exceed the Company’s estimate. As of March 31, 2016,2017, the total unrecognized compensation expense related to the unvested portion of the 7th, 9th, 11th,9th,11th, 12th, 13th, 14th, and 12th15th series Stock Option Grants was ¥98,548¥83,316 thousand. As of March 31, 2016,2017, the expense will be recognized over a remaining weighted-average periodsperiod of approximately 1.41.2 years.

 

The estimated fair value of stock options is determined using the Black-Scholes valuation model. Key inputs and assumptions to estimate the fair value of stock options include the exercise price of the award, the expected option term, the volatility of the Company’s share price, the risk-free interest rate and the Company’s dividend yield. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by individuals who receive equity awards, and subsequent events are not indicativeawards.

F-38


Table of the reasonableness of the original estimates of fair value made by the Company.Contents

The following table presents the weighted-average assumptions used in estimating the fair value of options granted to employees during the years ended March 31, 2014, 2015, 2016 and 2016.2017.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

2014

    

2015

    

2016

 

    

2015

    

2016

    

2017

 

Expected life of stock option (years)

 

4.3

 

4.3

 

4.2

 

 

4.3

 

4.2

 

4.2

 

Expected volatility

 

104.4%

 

109.3%

 

97.1%

 

 

109.3%

 

97.1%

 

71.9%

 

Risk-free interest rate

 

0.3%

 

0.2%

 

0.1%

 

 

0.2%

 

0.1%

 

0.2%

 

Expected dividend yield

 

1.2%

 

0.8%

 

0.3%

 

 

0.8%

 

0.3%

 

0.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

    

2014

    

2015

    

2016

 

Weighted-average grant-date fair value per option to purchase one share

 

¥

258

 

¥

293

 

¥

600

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

    

2015

    

2016

    

2017

 

Weighted-average grant-date fair value per option

 

¥

293

 

¥

600

 

¥

373

 

 

The expected volatility is estimated based upon on the historical volatility of the Company’s share price for the last two and half years adjusted for the effect of changes expected in the future. The expected risk-free interest rate is

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Table of Contents

based on the Japanese government bond interest rate for the expected term. The expected dividend yield is based on the actual dividends paid and expected payment in the future.

 

The weighted-average assumptions used in estimating the fair valueA summary of options granted to non-employeesstock option activity during the year ended March 31, 2014 are 5 years for contractual term, 106.9% for expected volatility, 0.4% for risk-free interest rate, and 1.3% for expected dividend yield, respectively. The weighted-average fair value per option to purchase one share as of March 31, 2014 is ¥270. No stock options granted to non-employees were outstanding as of March 31, 2016.

A summary of stock option activity except for 8th series Stock Option Grant during the year ended March 31, 2016,2017, is presented below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average

 

Aggregate

 

 

 

 

 

 

 

remaining

 

intrinsic value

 

 

 

 

 

Weighted-average

 

contractual term

 

(Thousands of

 

 

 

Shares

 

exercise price

 

(in years)

 

Yen)

 

Outstanding—March 31, 2015

 

1,332,000

 

¥

314

 

2.8

 

 

830,257

 

Granted

 

260,000

 

 

1,006

 

 

 

 

 

 

Exercised

 

(260,000)

 

 

82

 

 

 

 

 

 

Forfeited

 

(39,500)

 

 

736

 

 

 

 

 

 

Outstanding—March 31, 2016

 

1,292,500

 

¥

480

 

2.7

 

¥

632,571

 

Vested and expected to vest —March 31, 2016

 

1,201,920

 

¥

457

 

2.5

 

¥

613,272

 

Exercisable—March 31, 2016

 

748,500

 

¥

335

 

1.5

 

¥

469,175

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average

 

Aggregate

 

 

 

 

 

 

 

remaining

 

intrinsic value

 

 

 

 

 

Weighted-average

 

contractual term

 

(Thousands of

 

 

 

Shares

 

exercise price

 

(in years)

 

Yen)

 

Outstanding―March 31, 2016

 

1,285,000

 

¥

476

 

2.7

 

¥

632,571

 

Granted

 

225,000

 

 

1,047

 

 

 

 

 

 

Exercised

 

(545,000)

 

 

248

 

 

 

 

 

 

Forfeited

 

(70,000)

 

 

862

 

 

 

 

 

 

Outstanding—March 31, 2017

 

895,000

 

¥

729

 

3.3

 

¥

117,016

 

Vested and expected to vest ― March 31, 2017

 

895,000

 

¥

729

 

3.3

 

¥

117,016

 

Exercisable—March 31, 2017

 

376,000

 

¥

513

 

3.1

 

¥

86,960

 

 

Exercises of Stock Options

 

No stock options were exercised during the years ended March 31, 2014. The total intrinsic valuevalues of options exercised during the year ended March 31, 2015, 2016 and 2016 was2017 were ¥66,560 thousand, and ¥191,100 thousand and ¥333,700 thousand, respectively. The amount of cash received from exercise of stock options for the year ended March 31, 2015, 2016 and 20162017 were ¥17,642 thousand, and ¥21,197 thousand and ¥184,375 thousand, respectively. Cash received from exercise of options for the year ended March 31,2017 includes ¥49,412 thousand of options which were granted to underwriters (“8th series of Stock option Grant”) on May 15, 2013 and fully exercised during the year ended March 31, 2017. The total intrinsic value of 8th series of Stock Option Grant were 52,184 thousand. The total intrinsic values of options which were granted to non-employees during the year ended March 31, 2014 and exercised during the year ended March 31, 2017 was ¥52,184 thousand.

 

Nonvested Stock Options

 

A summary of the status of the Company’s nonvested stock options and their weighted-average grant date fair value at March 31, 2016,2017, is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-Average

 

 

 

 

Weighted-Average

 

 

 

 

Grant Date Fair

 

 

 

 

Grant Date Fair

 

 

Shares

 

Value

 

 

Shares

 

Value

 

Nonvested—April 1, 2015

 

492,000

 

 

292

 

Nonvested—April 1, 2016

 

544,000

 

¥

396

 

Granted

 

260,000

 

 

600

 

 

225,000

 

 

373

 

Vested

 

(168,500)

 

 

365

 

 

(180,000)

 

 

262

 

Forfeited

 

(39,500)

 

 

431

 

 

(70,000)

 

 

462

 

Nonvested—March 31, 2016

 

544,000

 

 

396

 

Outstanding—March 31, 2017

 

519,000

 

¥

422

 

 

 

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Table of Contents 

17.18.EQUITY

 

Japanese companies are subject to the Companies Act of Japan (the “Companies Act”). The significant provisions in the Companies Act that affect financial and accounting matters are summarized below:

 

Dividends

 

Under the Companies Act, companies can pay dividends at any time during the fiscal year in addition to the year-end dividend upon resolution at the shareholders meeting. For companies that meet certain criteria such as; (1) having a Board of Directors, (2) having independent auditors, (3) having a Board of Statutory Auditors, and (4) the term of service of the directors isbeing prescribed as one year rather than two years ofthe normal two-year term by its articles of incorporation, the Board of Directors may declare dividends (except for dividends in kind) at any time during the fiscal year if the Companycompany has prescribed so in its articles of incorporation. However, the Company cannot do so because it does not meet criteria (4) above. The Companies Act permits companies to distribute dividends-in-kind (non-cash assets) to shareholders subject to certain limitations and additional requirements. Semiannual interim dividends may also be paid once a year upon resolution by the Board of Directors if the articles of incorporation of the Companycompany so stipulate. The Companies Act provides certain limitations on the amounts available for dividends or the purchase of treasury stock. The limitation is defined as the amount available for distribution to the shareholders, but the amount of net assets after dividends must be maintained at no less than ¥3 million.

 

Increases / decreases and transfer of common stock, reserve and surplus

 

The Companies Act requires that an amount equal to 10% of dividends must be appropriated as legal reserve (a component of retained earnings) or as additional paid-in capital (a component of capital surplus) depending on the equity account charged upon the payment of such dividends until the total of the aggregate amount of legal reserve and additional paid-in capital equals 25% of common stock. Under the Companies Act, the total amount of additional paid-in capital and legal reserve may be reversed without limitation. The Companies Act also provides that common stock, legal reserve, additional paid-in capital, and other capital surplus and retained earnings can be transferred among the accounts under certain conditions upon resolution of the shareholders.

 

The amount of retained earnings available for dividends under the Companies Act is based on the amount of retained earnings recorded in the Company’s general books of account prepared using generally accepted Japanese accounting practices. The adjustments included in the accompanying consolidated financial statements for U.S. GAAP purposes but not recorded in the general books of account have no effect on the determination of retained earnings available for dividends under the Companies Act. Retained earnings available for dividends shown in FRONTEO’s general books of account, as determined under Japanese  GAAP, amounted to ¥1,420,827¥1,316,504 thousand at March 31, 2016.

Net income attributable to FRONTEO’s shareholders and transfers from noncontrolling interest

The following schedule represents the effects of changes in FRONTEO’s ownership interest in its subsidiaries in the Company’s shareholder’s equity for the year ended March 31, 2015.

Thousands of Yen

2015

Net income attributable to FRONTEO, Inc. shareholders

¥

218,453

Transfers from noncontrolling interest

Increase in additional paid-in capital for

acquisition of noncontrolling interest of a subsidiary

37

Net transfers from noncontrolling interest

37

Change from net income attributable to FRONTEO, Inc. shareholders and transfers from noncontrolling interest

¥

218,490

2017.

 

 

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Table of Contents

18.19.OTHER COMPREHENSIVE INCOME

 

The changes in each component of other comprehensive income for the years ended March 31, 2014, 2015, 2016 and 2016,2017, are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

 

    

 

 

    

 

 

    

Adjustments

    

 

 

 

    

 

 

    

 

 

    

Adjustments

    

 

 

 

 

Foreign

 

 

 

 

related to

 

Accumulated

 

 

Foreign

 

 

 

 

related to

 

Accumulated

 

 

currency

 

Unrealized

 

retirement and

 

other

 

 

currency

 

Unrealized

 

retirement and

 

other

 

 

translation

 

holding gain on

 

severance

 

comprehensive

 

 

translation

 

holding gain on

 

severance

 

comprehensive

 

 

adjustments

 

securities

 

benefits

 

income (loss)

 

 

adjustments

 

securities

 

benefits

 

income

 

Balance at April 1, 2013

 

¥

26,794

 

¥

94,140

 

¥

808

 

¥

121,742

 

Period change

 

 

15,443

 

 

2,320

 

 

(4,886)

 

 

12,877

 

Balance at April 1, 2014

 

 

42,237

 

 

96,460

 

 

(4,078)

 

 

134,619

 

 

¥

42,237

 

¥

96,460

 

¥

(4,078)

 

¥

134,619

 

Period change

 

 

138,130

 

 

89,693

 

 

(1,703)

 

 

226,120

 

 

 

138,130

 

 

89,693

 

 

(1,703)

 

 

226,120

 

Balance at March 31, 2015

 

 

180,367

 

 

186,153

 

 

(5,781)

 

 

360,739

 

Balance at April 1, 2015

 

 

180,367

 

 

186,153

 

 

(5,781)

 

 

360,739

 

Period change

 

 

(449,944)

 

 

78,215

 

 

(17,495)

 

 

(389,224)

 

 

 

(449,944)

 

 

78,215

 

 

(17,495)

 

 

(389,224)

 

Balance at March 31, 2016

 

¥

(269,577)

 

¥

264,368

 

¥

(23,276)

 

¥

(28,485)

 

 

 

(269,577)

 

 

264,368

 

 

(23,276)

 

 

(28,485)

 

Period change

 

 

(51,994)

 

 

(15,759)

 

 

13,759

 

 

(53,994)

 

Balance at March 31, 2017

 

¥

(321,571)

 

¥

248,609

 

¥

(9,517)

 

¥

(82,479)

 

 

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Table of Contents

The tax effects allocated to each component of other comprehensive income for the years ended March 31, 2014, 2015, 2016 and 20162017, were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

 

 

2014

 

 

2015

 

    

Before Tax

    

Tax Benefit

    

Net of Tax

 

    

Before Tax

    

Tax Benefit

    

Net of Tax

 

 

Amount

 

(Expense)

 

Amount

 

 

Amount

 

(Expense)

 

Amount

 

Foreign currency translation adjustments

 

¥

17,616

 

¥

(2,173)

 

¥

15,443

 

 

¥

139,688

 

¥

(1,558)

 

¥

138,130

 

Unrealized holding gain on securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount arising during the period

 

 

3,605

 

 

(1,285)

 

 

2,320

 

 

 

139,410

 

 

(49,717)

 

 

89,693

 

Net unrealized holding gain during the period

 

 

3,605

 

 

(1,285)

 

 

2,320

 

 

 

139,410

 

 

(49,717)

 

 

89,693

 

Adjustments related to retirement and severance benefits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount arising during the period

 

 

(7,591)

 

 

2,705

 

 

(4,886)

 

 

 

(2,076)

 

 

373

 

 

(1,703)

 

Net adjustments related to retirement and severance benefits

 

 

(7,591)

 

 

2,705

 

 

(4,886)

 

 

 

(2,076)

 

 

373

 

 

(1,703)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income

 

¥

13,630

 

¥

(753)

 

¥

12,877

 

Other comprehensive income(loss)

 

¥

277,022

 

¥

(50,902)

 

¥

226,120

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

 

2016

 

    

Before Tax

    

Tax Benefit

    

Net of Tax

 

    

Before Tax

    

Tax Benefit

    

Net of Tax

 

 

Amount

 

(Expense)

 

Amount

 

 

Amount

 

(Expense)

 

Amount

 

Foreign currency translation adjustments

 

¥

139,688

 

¥

(1,558)

 

¥

138,130

 

 

¥

(459,187)

 

¥

9,243

 

¥

(449,944)

 

Unrealized holding gain on securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount arising during the period

 

 

139,410

 

 

(49,717)

 

 

89,693

 

 

 

127,612

 

 

(49,397)

 

 

78,215

 

Net unrealized holding gain during the period

 

 

139,410

 

 

(49,717)

 

 

89,693

 

 

 

127,612

 

 

(49,397)

 

 

78,215

 

Adjustments related to retirement and severance benefits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount arising during the period

 

 

(2,076)

 

 

373

 

 

(1,703)

 

 

 

(24,870)

 

 

7,375

 

 

(17,495)

 

Net adjustments related to retirement and severance benefits

 

 

(2,076)

 

 

373

 

 

(1,703)

 

 

 

(24,870)

 

 

7,375

 

 

(17,495)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income

 

¥

277,022

 

¥

(50,902)

 

¥

226,120

 

Other comprehensive income(loss)

 

¥

(356,445)

 

¥

(32,779)

 

¥

(389,224)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

 

    

Before Tax

    

Tax Benefit

    

Net of Tax

 

 

 

Amount

 

(Expense)

 

Amount

 

Foreign currency translation adjustments

 

¥

(52,440)

 

¥

446

 

¥

(51,994)

 

Unrealized holding gain on securities:

 

 

 

 

 

 

 

 

 

 

Amount arising during the period

 

 

(37,079)

 

 

21,320

 

 

(15,759)

 

Net unrealized holding gain during the period

 

 

(37,079)

 

 

21,320

 

 

(15,759)

 

Adjustments related to retirement and severance benefits:

 

 

 

 

 

 

 

 

 

 

Amount arising during the period

 

 

19,831

 

 

(6,072)

 

 

13,759

 

Net adjustments related to retirement and severance benefits

 

 

19,831

 

 

(6,072)

 

 

13,759

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income(loss)

 

¥

(69,688)

 

¥

15,694

 

¥

(53,994)

 

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Table of Contents 

 

 

 

 

 

 

 

 

 

 

 

 

 

2016

 

 

    

Before Tax

    

Tax Benefit

    

Net of Tax

 

 

 

Amount

 

(Expense)

 

Amount

 

Foreign currency translation adjustments

 

¥

(459,187)

 

¥

9,243

 

¥

(449,944)

 

Unrealized holding gain on securities:

 

 

 

 

 

 

 

 

 

 

Amount arising during the period

 

 

127,612

 

 

(49,397)

 

 

78,215

 

Net unrealized holding gain during the period

 

 

127,612

 

 

(49,397)

 

 

78,215

 

Adjustments related to retirement and severance benefits:

 

 

 

 

 

 

 

 

 

 

Amount arising during the period

 

 

(24,870)

 

 

7,375

 

 

(17,495)

 

Net adjustments related to retirement and severance benefits

 

 

(24,870)

 

 

7,375

 

 

(17,495)

 

Other comprehensive income

 

¥

(356,445)

 

¥

(32,779)

 

¥

(389,224)

 

The changes in accumulated other comprehensive income (loss) by component for the years ended March 31, 2014, 2015, 2016 and 20162017 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

 

    

 

 

    

 

 

    

Adjustments

    

 

 

 

    

 

 

    

 

 

    

Adjustments

    

 

 

 

 

 

 

 

 

 

 

related to

 

 

 

 

 

 

 

 

 

 

 

related to

 

 

 

 

 

Foreign currency

 

Unrealized

 

retirement and

 

 

 

 

 

Foreign currency

 

Unrealized

 

retirement and

 

 

 

 

 

translation

 

holding gain

 

severance

 

 

 

 

 

translation

 

holding gain

 

severance

 

 

 

 

 

adjustments

 

 on securities

 

benefits

 

Total

 

 

adjustments

 

 on securities

 

benefits

 

Total

 

Balance at March 31, 2013

 

¥

26,794

 

¥

94,140

 

¥

808

 

¥

121,742

 

Balance at March 31, 2014

 

¥

42,237

 

¥

96,460

 

¥

(4,078)

 

¥

134,619

 

Other comprehensive income (loss) before reclassifications

 

 

15,443

 

 

2,320

 

 

(4,774)

 

 

12,989

 

 

 

138,130

 

 

89,693

 

 

(2,782)

 

 

225,041

 

Amounts reclassified from accumulated other comprehensive income (loss)

 

 

 —

 

 

 —

 

 

(112)

 

 

(112)

 

 

 

 —

 

 

 —

 

 

1,079

 

 

1,079

 

Net current-year other comprehensive income (loss)

 

 

15,443

 

 

2,320

 

 

(4,886)

 

 

12,877

 

Balance at March 31, 2014

 

¥

42,237

 

¥

96,460

 

¥

(4,078)

 

¥

134,619

 

Other comprehensive income (loss) before reclassifications

 

 

138,130

 

 

89,693

 

 

(2,782)

 

 

225,041

 

Amounts reclassified from accumulated other comprehensive income

 

 

 —

 

 

 —

 

 

1,079

 

 

1,079

 

Net current-year other comprehensive income (loss)

 

 

138,130

 

 

89,693

 

 

(1,703)

 

 

226,120

 

 

 

138,130

 

 

89,693

 

 

(1,703)

 

 

226,120

 

Balance at March 31, 2015

 

¥

180,367

 

¥

186,153

 

¥

(5,781)

 

¥

360,739

 

 

¥

180,367

 

¥

186,153

 

¥

(5,781)

 

¥

360,739

 

Other comprehensive income (loss) before reclassifications

 

 

(449,944)

 

 

78,215

 

 

(18,883)

 

 

(390,612)

 

 

 

(449,944)

 

 

78,215

 

 

(18,883)

 

 

(390,612)

 

Amounts reclassified from accumulated other comprehensive income (loss)

 

 

 —

 

 

 —

 

 

1,388

 

 

1,388

 

 

 

 —

 

 

 —

 

 

1,388

 

 

1,388

 

Net current-year other comprehensive income (loss)

 

 

(449,944)

 

 

78,215

 

 

(17,495)

 

 

(389,224)

 

 

 

(449,944)

 

 

78,215

 

 

(17,495)

 

 

(389,224)

 

Balance at March 31, 2016

 

¥

(269,577)

 

¥

264,368

 

¥

(23,276)

 

¥

(28,485)

 

 

¥

(269,577)

 

¥

264,368

 

¥

(23,276)

 

¥

(28,485)

 

Other comprehensive income (loss) before reclassifications

 

 

(51,994)

 

 

(17,453)

 

 

10,767

 

 

(58,680)

 

Amounts reclassified from accumulated other comprehensive income (loss)

 

 

 —

 

 

1,694

 

 

2,992

 

 

4,686

 

Net current-year other comprehensive income (loss)

 

 

(51,994)

 

 

(15,759)

 

 

13,759

 

 

(53,994)

 

Balance at March 31, 2017

 

¥

(321,571)

 

¥

248,609

 

¥

(9,517)

 

¥

(82,479)

 

 

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Table of Contents

The amounts reclassified out of accumulated other comprehensive income (loss) into the consolidated statements of operations, with affected line items, for the years ended March 31, 2014, 2015, 2016 and 20162017 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Affected line items in the 

 

 

 

 

 

 

 

 

 

 

 

Affected line items in the 

 

Details about accumulated other comprehensive

 

Thousands of Yen

 

consolidated statements of

 

 

Thousands of Yen

 

consolidated statements of

 

income components

    

2014

 

2015

 

2016

 

 operations

 

income (loss)

    

2015

 

2016

 

2017

 

 operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments related to retirement and severance benefits

 

¥

(174)

 

¥

1,594

 

¥

2,001

 

*(1)

 

 

¥

1,594

 

¥

2,001

 

¥

4,313

 

*(1)

 

 

 

62

 

 

(515)

 

 

(613)

 

Income taxes (benefit)

 

 

 

(515)

 

 

(613)

 

 

(1,321)

 

Income taxes (benefit)

 

 

 

(112)

 

 

1,079

 

 

1,388

 

Net income (loss)

 

 

 

1,079

 

 

1,388

 

 

2,992

 

Net income (loss)

 

Adjustments related to unrealized holding gain on securities

 

 

 

 

 

 

2,441

 

Other income

 

 

 

 

 

 

 

(747)

 

Income taxes (benefit)

 

 

 

 

 

 

 

1,694

 

Net income (loss)

 

Total reclassifications for the year

 

¥

(112)

 

¥

1,079

 

¥

1,388

 

 

 

 

¥

1,079

 

¥

1,388

 

¥

4,686

 

 

 

 


*(1) These are included in the computation of net periodic pension cost (See Note 10)11).

 

19.20.NET INCOME (LOSS) PER SHARE

 

Basic net income (loss) per share is computed on the basis of weighted-average outstanding common shares. Diluted net income (loss) per share is computed on the basis of basic weighted-average outstanding common shares adjusted for the dilutive effect of stock options and convertible notes,bonds, if dilutive. Potentially dilutive common shares from series of stock option plans are determined by applying the treasury stock method to the assumed exercise of outstanding stock options. Potentially dilutive common shares are determined by applying the if-converted method for the convertible notes.bonds. The numerator of the diluted net income (loss) per share calculation is increased by the amount of interest expense, net of tax, related to outstanding convertible notesbonds if the net impact is dilutive.

 

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The computation of basic and diluted net income per share for the years ended March 31, 2014, 2015, 2016 and 20162017 is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

2014

 

 

    

 

 

    

Weighted-Average

    

 

 

 

 

 

(Thousands of Yen)

 

Common

 

 

 

 

 

 

 Net Income

 

Shares Outstanding

 

Per Share

 

 

 

 

 

(Denominator)

 

Amount

 

Basic net income attributable to FRONTEO, Inc. shareholders

 

¥

(448,350)

 

34,058,003

 

¥

(13.2)

 

Effect of dilutive securities: Stock options*(1)

 

 

 

 

 —

 

 

 

 

Diluted net income attributable to FRONTEO, Inc. shareholders

 

¥

(448,350)

 

34,058,003

 

¥

(13.2)

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

 

    

 

 

    

Weighted-Average

    

 

 

 

 

 

(Thousands of Yen)

 

Common

 

 

 

 

 

 

 Net Income

 

Shares Outstanding

 

Per Share

 

 

 

(Numerator)

 

(Denominator)

 

Amount

 

Basic net loss attributable to FRONTEO, Inc. shareholders

 

¥

218,453

 

34,956,728

 

¥

6.3

 

Effect of dilutive securities: Stock options*(1)

 

 

 

 

842,025

 

 

 

 

Diluted net loss attributable to FRONTEO, Inc. shareholders

 

¥

218,453

 

35,798,753

 

¥

6.1

 

 

 

 

 

 

 

 

 

 

 

 

 

2016

 

 

    

(Thousands of

    

Weighted-Average

    

 

 

 

 

 

 Yen)

 

Common

 

 

 

 

 

 

Net Income

 

Shares Outstanding

 

Per Share

 

 

 

(Numerator)

 

(Denominator)

 

Amount

 

Basic net loss attributable to FRONTEO, Inc. shareholders

 

¥

(417,632)

 

35,582,665

 

¥

(11.7)

 

Effect of dilutive securities: Stock options*(1)

 

 

 

 

 

 

 

 

 

Diluted net loss attributable to FRONTEO, Inc. shareholders

    

¥

(417,632)

    

35,582,665

    

¥

(11.7)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

 

    

(Thousands of

    

Weighted-Average

    

 

 

 

 

 

 Yen)

 

Common

 

 

 

 

 

 

Net Income

 

Shares Outstanding

 

Per Share

 

 

 

(Numerator)

 

(Denominator)

 

Amount

 

Basic net income attributable to FRONTEO, Inc. shareholders

 

¥

218,453

 

34,956,728

 

¥

6.3

 

Effect of dilutive securities: Stock options

 

 

 

 

842,025

 

 

 

 

Diluted net income attributable to FRONTEO, Inc. shareholders

    

¥

218,453

    

35,798,753

    

¥

6.1

 

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Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

2016

 

 

    

(Thousands of

    

Weighted-Average

    

 

 

 

 

 

 Yen)

 

Common

 

 

 

 

 

 

 Net Loss

 

Shares Outstanding

 

Per Share

 

 

 

(Numerator)

 

(Denominator)

 

Amount

 

Basic net income attributable to FRONTEO, Inc. shareholders

 

¥

(417,632)

 

35,582,665

 

¥

(11.7)

 

Effect of dilutive securities: Stock options *(1)

 

 

 

 

 —

 

 

 

 

Diluted net income attributable to FRONTEO, Inc. shareholders

 

¥

(417,632)

 

35,582,665

 

¥

(11.7)

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

 

    

(Thousands of

    

Weighted-Average

    

 

 

 

 

 

 Yen)

 

Common

 

 

 

 

 

 

 Net Loss

 

Shares Outstanding

 

Per Share

 

 

 

(Numerator)

 

(Denominator)

 

Amount

 

Basic net loss attributable to FRONTEO, Inc. shareholders

 

¥

(865,087)

 

36,372,576

 

¥

(23.8)

 

Effect of dilutive securities: Stock options*(1)

 

 

 

 

 —

 

 

 

 

Diluted net loss attributable to FRONTEO, Inc. shareholders

 

¥

(865,087)

 

36,372,576

 

¥

(23.8)

 


*(1) The calculation of diluted net loss per share for the years ended March 31, 20142016 and 20162017 does not include potentially dilutive securities because their inclusion would be anti-dilutive (i.e., reduce the net loss per share).

 

21.    SEGMENT REPORTING

 

20.SEGMENT REPORTING

Our operatingOperating segments are defined as components of our companythe Company that engage in business activities from which we earnthe Company earns revenues and incurincurs expenses and for which separate financial information is available that is evaluated regularly by the chief operation decision maker in deciding how to allocate resources and in assessing performance. OurThe Company provides a variety of eDiscovery and forensic services (“legal service”) which are provided by FRONTEO and its domestic subsidiaries for domestic (Japanese) clients, by FRONTEO USA, Inc. (formerly UBIC North America, Inc. and EvD, Inc.) and FRONTEO Government Services, Inc. (formerly TechLaw Solutions, Inc.), U.S. based wholly-owned subsidiaries of FRONTEO, for clients based in the U.S. or represented by U.S. -based attorneys who contracted FRONTEO USA, Inc. and FRONTEO Government Services, Inc., and by other foreign subsidiaries for foreign clients other than those who contracted FRONTEO USA, Inc. and FRONTEO Government Services, Inc. FRONTEO and its domestic subsidiaries also provide AI based business, such as healthcare and data marketing. The Company’s legal service operations in Japan, the U.S. and Other (which includes South Korea and Taiwan), and AI based service in Japan have been identified as our threethe four operating segments. Oursegments of the Company. The Company’s chief executive officer, who is also ourthe Company’s chief operating decision maker, regularly reviews the performance of the threefour operating segments and makes decisions regarding allocation of resources. OurThe Company’s chief operating decision maker utilizes various measurements which include revenues, operating income or loss and segment assets to assess segment performance and allocate resources to segments.

 

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AI based service in Japan segment has met a quantitative threshold for the year ended March 31, 2017 and the segment data for the year ended March 31, 2016 were presented for comparative purposes. No segment data for the year ended March 31, 2015 has been presented because AI based service did not exist in that year.

Each legal service segment recognizerecognizes revenue for which the segment has a direct contractual relationships with its clients. Most of ourthe Company’s clients are either corporate clients in Asia or U.S.- based law firms representing corporate clients in Asia. If ourthe Company’s services are contracted between a law firm in the U.S. and FRONTEO USA, Inc. or FRONTEO Government Services, Inc., revenue is recorded by the U.S. segment although the end corporate client may be located in areas other areas than the U.S.

 

The Company’s reportable segments are the same as its operating segments.

 

Segment information for the years ended March 31, 2014, 2015, 2016 and 20162017 is presented below:

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Table of Contents

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

 

    

2014

    

2015

    

2016

 

    

2015

    

2016

    

2017

 

Japan

 

 

 

 

 

 

 

 

 

 

Japan-legal

 

 

 

 

 

 

 

 

 

 

Outside customers

 

¥

2,217,334

 

¥

3,105,983

 

¥

3,845,598

 

 

¥

3,105,983

 

¥

3,726,683

 

¥

3,740,903

 

Intersegment*(1)

 

 

624,629

 

 

739,796

 

 

844,455

 

 

 

739,796

 

 

844,455

 

 

571,889

 

Total

 

 

2,841,963

 

 

3,845,779

 

 

4,690,053

 

 

 

3,845,779

 

 

4,571,138

 

 

4,312,792

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Japan-AI

 

 

 

 

 

 

 

 

 

 

Outside customers

 

¥

 

¥

118,915

 

¥

288,012

 

U.S.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outside customers

 

 

1,746,588

 

 

2,784,470

 

 

6,223,652

 

 

 

2,784,470

 

 

6,223,652

 

 

6,800,966

 

Intersegment*(1)

 

 

59,169

 

 

121,546

 

 

101,628

 

 

 

121,546

 

 

101,628

 

 

179,763

 

Total

 

 

1,805,757

 

 

2,906,016

 

 

6,325,280

 

 

 

2,906,016

 

 

6,325,280

 

 

6,980,729

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outside customers

 

 

207,696

 

 

384,007

 

 

483,758

 

 

 

384,007

 

 

483,758

 

 

377,850

 

Intersegment*(1)

 

 

111,728

 

 

124,488

 

 

138,977

 

 

 

124,488

 

 

138,977

 

 

47,876

 

Total

 

 

319,424

 

 

508,495

 

 

622,735

 

 

 

508,495

 

 

622,735

 

 

425,726

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eliminations

 

 

(795,526)

 

 

(985,830)

 

 

(1,085,061)

 

 

 

(985,830)

 

 

(1,085,061)

 

 

(799,529)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue after eliminations

 

 

4,171,618

 

 

6,274,460

 

 

10,553,007

 

 

 

6,274,460

 

 

10,553,007

 

 

11,207,730

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments*(2)

 

 

20,950

 

 

30,466

 

 

3,229

 

 

 

30,466

 

 

3,229

 

 

13,045

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total consolidated revenue

 

¥

4,192,568

 

¥

6,304,926

 

¥

10,556,236

 

 

¥

6,304,926

 

¥

10,556,236

 

¥

11,220,775

 


*(1)  Intersegment transaction prices and other conditions are determined based on market prices and total costs of transactions

transactions.

*(2) These amounts primarily represent the net impact of adjustments arising from differences in the timing of the revenue recognition under U.S. GAAP and Japanese GAAP.

 

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Table of Contents 

Segment Performance Measure:Measures:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

 

    

2014

    

2015

    

2016

 

    

2015

    

2016

    

2017

 

Segment profit (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Japan

 

¥

(378,553)

 

¥

303,149

 

¥

30,177

 

 

¥

303,149

 

¥

557,597

 

¥

698,608

 

Japan-AI

 

 

 —

 

 

(527,420)

 

 

(728,926)

 

U.S.

 

 

(100,923)

 

 

39,926

 

 

35,013

 

 

 

39,926

 

 

35,013

 

 

(1,132,981)

 

Other

 

 

(119,140)

 

 

(77,006)

 

 

3,933

 

 

 

(77,006)

 

 

3,933

 

 

(43,363)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total segment profit after eliminations

 

 

(598,616)

 

 

266,069

 

 

69,123

 

 

 

266,069

 

 

69,123

 

 

(1,206,662)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments*(3)

 

 

(39,377)

 

 

9,353

 

 

(139,402)

 

 

 

9,353

 

 

(139,402)

 

 

27,811

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total consolidated operating income (loss)

 

 

(637,993)

 

 

275,422

 

 

(70,279)

 

 

 

275,422

 

 

(70,279)

 

 

(1,178,851)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unallocated amounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

691

 

 

1,699

 

 

1,672

 

 

 

1,699

 

 

1,672

 

 

3,634

 

Interest expense

 

 

(30,867)

 

 

(28,177)

 

 

(54,793)

 

 

 

(28,177)

 

 

(54,793)

 

 

(125,743)

 

Loss on derivatives

 

 

 —

 

 

 —

 

 

(258,205)

 

Foreign currency exchange gains

 

 

120,246

 

 

200,438

 

 

161,680

 

Gain (loss) on derivatives

 

 

 —

 

 

(258,205)

 

 

43,594

 

Foreign currency exchange gains (losses)

 

 

200,438

 

 

161,680

 

 

(13,751)

 

Dividend income

 

 

6,750

 

 

9,000

 

 

11,250

 

 

 

9,000

 

 

11,250

 

 

14,400

 

Other-net

 

 

(8,030)

 

 

(85)

 

 

(20,075)

 

 

 

(85)

 

 

(20,075)

 

 

(60,255)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total consolidated income (loss) before income taxes

 

¥

(549,203)

 

¥

458,297

 

¥

(228,750)

 

 

¥

458,297

 

¥

(228,750)

 

¥

(1,316,972)

 


*(3) Adjustments primarily relate to differences between U.S. GAAP and Japanese GAAP for revenue recognition, amortization of goodwill, remeasurement of earn-out and vacation allowance expenses for employees.

 

Segment Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

 

    

2015

    

2016

 

    

2016

    

2017

 

Segment assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Japan

 

¥

7,622,397

 

¥

11,944,178

 

 

¥

11,586,133

 

¥

12,334,732

 

Japan-AI

 

 

358,045

 

 

3,468,157

 

U.S.

 

 

2,367,794

 

 

7,658,961

 

 

 

7,658,961

 

 

8,600,034

 

Other*(4)

 

 

632,699

 

 

720,152

 

Others*(4)

 

 

720,152

 

 

734,277

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eliminations

 

 

(2,981,224)

 

 

(7,404,501)

 

 

 

(7,404,501)

 

 

(8,978,328)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total segment assets after eliminations

 

 

7,641,666

 

 

12,918,790

 

 

 

12,918,790

 

 

16,158,872

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments*(5)

 

 

51,511

 

 

(52,135)

 

 

 

(52,135)

 

 

86,736

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total consolidated assets

 

¥

7,693,177

 

¥

12,866,655

 

 

¥

12,866,655

 

¥

16,245,608

 


*(4) The Company recognized an impairment loss on long-lived assets of ¥5,144 thousand for the year ended March 31, 2016 consisted ofrelated to property, plant and equipment owned by a subsidiary in Taiwan.

*(5) Adjustments primarily relate to differences between U.S. GAAP and Japanese GAAP for revenue recognition, depreciation and amortization and deferred tax assets.

 

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Capital expenditures on long-lived assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

 

    

2014

    

2015

    

2016

 

    

2015

    

2016

    

2017

 

Capital expenditures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Japan

 

¥

496,451

 

¥

575,196

 

¥

455,889

 

 

¥

575,196

 

¥

300,447

 

¥

616,757

 

Japan-AI

 

 

 

 

155,442

 

 

384,606

 

U.S.

 

 

8,836

 

 

89,463

 

 

660,982

 

 

 

89,463

 

 

660,982

 

 

361,777

 

Other

 

 

15,737

 

 

24,628

 

 

8,982

 

Others

 

 

24,628

 

 

8,982

 

 

6,331

 

 

 

 

 

 

 

 

 

 

 

Total consolidated capital expenditures

 

¥

521,024

 

¥

689,287

 

¥

1,125,853

 

 

¥

689,287

 

¥

1,125,853

 

¥

1,369,471

 

 

Capital expenditures relate to property and equipment, capitalized computer software costs and other intangible assets on an accrual basis.basis, other than those disclosed in Note 2 of the notes to the consolidated financial statements.

 

Other Significant Items:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

 

    

2014

    

2015

    

2016

 

    

2015

    

2016

    

2017

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Japan

 

¥

346,285

 

¥

431,287

 

¥

523,037

 

 

¥

431,287

 

¥

474,533

 

¥

444,094

 

Japan-AI

 

 

 

 

 

48,504

 

 

125,715

 

U.S.

 

 

49,752

 

 

113,768

 

 

313,025

 

 

 

113,768

 

 

313,025

 

 

429,618

 

Other

 

 

41,282

 

 

42,703

 

 

47,545

 

Others

 

 

42,703

 

 

47,545

 

 

39,769

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total depreciation and amortization

 

 

437,319

 

 

587,758

 

 

883,607

 

 

 

587,758

 

 

883,607

 

 

1,039,196

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments*(6)

 

 

5,284

 

 

1,774

 

 

12,218

 

Adjustments

 

 

1,774

 

 

12,218

 

 

9,431

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total consolidated depreciation and amortization

 

¥

442,603

 

¥

589,532

 

¥

895,825

 

 

¥

589,532

 

¥

895,825

 

¥

1,048,627

 


Adjustments primarily relate to differences between U.S. GAAP and Japanese GAAP for depreciation and amortization.

 

Entity-Wide Information:

 

For the year ended March 31, 2014, revenue from Samsung Electronics Co., Ltd. and TMI Associates amounted to ¥1,639,791 thousand and ¥622,355 thousand, respectively, representing approximately 39.1 percent and 14.8 percent, respectively, of the total revenue. For the year ended March 31, 2015, revenue from Samsung Electronics Co., Ltd. and TMI Associates amounted to ¥1,969,335 thousand and ¥641,074 thousand, respectively, representing approximately 31.4 percent and 10.2 percent, respectively, of the totalconsolidated revenue. For the year ended March 31, 2016, revenue from Samsung Electronics Co., Ltd. and TMI Associates amounted to ¥1,657,074 thousand and ¥1,022,656 thousand, respectively, representing approximately 15.6 percent and 9.7 percent, respectively, of consolidated revenue. For the totalyear ended March 31, 2017, revenue from TMI Associates amounted to ¥1,253,860 thousand representing approximately 11.2 percent of consolidated revenue. These customers are attributable to Japan except revenues of ¥1,639,791 thousand, ¥1,969,335 thousand and ¥1,657,074 thousand for Samsung Electronics Co., Ltd. for the years ended March 31, 2014, 2015 and 2016, respectively, which are reported in the U.S. and Other. For the year ended March 31, 2017, revenue from TMI Associates amounted to ¥1,253,860 thousand, representing approximately 11.2% of the total revenue.

 

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The information concerning revenue by service categoriescategory for the years ended March 31, 2014, 2015, 2016 and 2016,2017, is presented below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

Thousands of Yen

 

    

2014

    

2015

    

2016

 

    

2015

    

2016

    

2017

 

eDiscovery

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Review

 

¥

472,074

 

¥

832,492

 

¥

1,998,276

 

 

¥

832,492

 

¥

1,998,276

 

¥

2,630,785

 

Other

 

 

3,297,799

 

 

5,027,090

 

 

8,047,850

 

 

 

5,027,090

 

 

8,047,850

 

 

7,830,595

 

Total

 

 

3,769,873

 

 

5,859,582

 

 

10,046,126

 

 

 

5,859,582

 

 

10,046,126

 

 

10,461,380

 

Investigation

 

 

240,843

 

 

299,095

 

 

283,957

 

 

 

299,095

 

 

283,957

 

 

304,233

 

AI

 

 

 —

 

 

118,914

 

 

288,011

 

Sales of software

 

 

24,344

 

 

41,054

 

 

44,523

 

Sales of forensic tools

 

 

62,576

 

 

21,926

 

 

41,794

 

 

 

21,926

 

 

41,794

 

 

29,971

 

Forensic training

 

 

28,934

 

 

6,325

 

 

9,990

 

 

 

6,325

 

 

9,990

 

 

12,485

 

Other

 

 

90,342

 

 

117,998

 

 

174,369

 

 

 

93,654

 

 

14,401

 

 

80,172

 

Total revenue

 

¥

4,192,568

 

¥

6,304,926

 

¥

10,556,236

 

 

¥

6,304,926

 

¥

10,556,236

 

¥

11,220,775

 

 

Long-lived assets held in Japan, Japan-AI, the U.S., and Other as of March 31, 20162017 were ¥425,485¥308,415 thousand, ¥631,532¥66,879 thousand, ¥771,734 thousand and ¥63,703¥29,828 thousand, respectively. Long-lived assets include property and equipment.

 

21.22.   ADVERTISING COSTS

 

Advertising costs, which are included in “Selling, general and administrative expenses” incurred during the years ended March 31, 2014, 2015, 2016 and 2016,2017, relate primarily to advertisements in magazines and journals and amounted to ¥194,157 thousand, ¥179,064 thousand, ¥151,214 thousand and ¥151,214¥200,946 thousand, respectively.

 

22.23.RESEARCH AND DEVELOPMENT COSTS

 

Research and development costs, which are included in “Selling, general and administrative expenses” relate primarily to costs incurred in the research and development of new internal use software products and enhancements to existing internal use software products, which do not meet the criteria for capitalization.capitalization, and new solutions. Such costs are expensed as incurred. Research and development costs incurred during the years ended March 31, 2014, 2015, 2016 and 20162017 amounted to ¥122,940 thousand, ¥89,451 thousand, ¥91,600 thousand and ¥91,600¥83,679 thousand, respectively.

 

23.24.RELATED PARTY TRANSACTIONS

 

During the years ended March 31, 2014, 2015 and 2016, the Company entered into transactions with Shirasaka & Patent Partners (“SPP”) which was managed by president of UBIC Patent Partners Inc. (“UPP”), a subsidiary of FRONTEO. SPP provides patent filing services to the Company. During the year ended March 31, 2016 UPP was absorbed into FRONTEO.

The amounts of balances as of March 31, 2014, 2015 and 2016 and transactions of the Company with SPP for the years ended March 31, 2014, 2015 and 2016, are summarized as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

 

    

2014

    

2015

    

2016

 

Advance payment

 

¥

 

¥

66,675

 

¥

 

 

 

 

 

 

 

 

 

 

 

 

 

Thousands of Yen

 

    

2014

    

2015

    

2016

Expenses

 

¥

34,502

 

¥

30,886

 

¥

20,962

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During the year ended March 31, 2016,2017, the Company entered into transactions with Consultoris, Inc. (“CI”) and IIOSS, Inc. (“IIOSS”), which are managed by management of foreign subsidiaries. CI provides consulting services and IIOSS provides outsourcing support services to the Company.

 

The amounts of balances as of March 31, 2016 was nil, and transactions of the Company with CI and IIOSS forFor the year ended March 31, 2016, werethe total amount of  transactions with CI and IIOSS was ¥40,363 thousand.

   For the year ended March 31, 2017, the amount of transactions with CI was ¥44,419 thousand, and the amount of transactions with IIOSS was not material.

 

24.25.SUBSEQUENT EVENTS

 

Stock Optionsoptions

On June 29, 2016, the 16th series Stock Option Grant was approved at FRONTEO’s ordinary general meeting of shareholders. On April 20, 2017, FRONTEO’s board of directors resolved and approved the issuance of stock options under the 16th series Stock Option Grant.

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The key terms and conditions for the 16th series Stock Option Grant are as follows:

Grant date

April 22, 2017

Number of shares to be issued

105,000 shares

Exercise price per share

¥774

Vesting period

3 years

Exercise period of the stock options

April 22, 2020  to

April 21, 2023

Total number of recipients – employee/directors and employees of the Company

6

Conditions for the stock options to be vested

Enrolled as director or employee of the Company

 

On June 23,14, 2017, FRONTEO’s board of directors resolved and approved the issuance of stock options under the 17th series Stock Option Grant.

The key terms and conditions for the 17th series Stock Option Grant are as follows:

Number of shares to be issued

870,000 shares

Issue price per share

¥42

Exercise price per share

¥731

Vesting period

3 years

Exercise period of the stock options

July 1, 2019 to

July 6, 2022

On June 29, 2016, the 13th18th series Stock Option Grant was approved at FRONTEO’s ordinary general meeting of shareholders. On June 21, 2016,22, 2017, FRONTEO’s board of directors resolved and approved the issuance of stock options under the 13th18th series Stock Option Grant.

 

The key terms and conditions for the 13th18th series Stock Option Grant are as follows:

 

 

 

 

Grant date

 

June 22, 201623, 2017

Number of shares to be issued

 

140,00070,000 shares

Exercise price per share

 

¥1,181730

Vesting period

 

3 years

Exercise period of the stock options

 

June 23, 201924, 2020 to

 

 

June 22, 202223, 2023

Total number of recipients – employee/directors and employees of the Company

 

4539

Conditions for the stock options to be vested

 

Enrolled as director or employee of the Company

 

Conclusion and executionOn June 29, 2016, the 19th series Stock Option Grant was approved at FRONTEO’s ordinary general meeting of a syndicated loan agreement

At theshareholders. On July 20, 2017, FRONTEO’s board of directors meeting held on May 26, 2016,resolved and approved the directors resolved to enter into a syndicated loan agreement withissuance of stock options under the Bank of Tokyo-Mitsubishi UFJ, Ltd., an arranger, aiming for steadily financing funds for the 19th series Stock Option Grant.

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Company’s working capital.

The Company concludedkey terms and conditions for the syndicated loan agreement and took out the loan on July 26, 2016,19th series Stock Option Grant are as follows:

 

 

 

 

Amount of the loan

¥1,000,000 thousand

AgreementGrant date

 

July 26, 201621, 2017

Agreement FormNumber of shares to be issued

 

Term loan with an executable time limit6,000 shares

Agreement TermExercise price per share

 

6 years¥806

Borrowing rateVesting period

 

Floating rate (basic rate of interest + spread)3 years

CollateralExercise period of the stock options

 

Without collateral

Financial covenant

1. The Company shall maintain its total net assets both in the non-consolidated and consolidated balance sheets at least 75% of the greater of the total net assets as of March 31, 2016, or the total net assets as of March 31, 2015, at every fiscal year end.July 22, 2020 to

 

 

2. The Company shall not report ordinary loss in two consecutive periods in the non-consolidated and consolidated statements of income for every fiscal year.July 21, 2023

ArrangerTotal number of recipients – employee/directors and agentemployees of the Company

 

The Bank of Tokyo-Mitsubishi UFJ, Ltd2

Participating financial institutionsConditions for the stock options to be vested

 

The BankEnrolled as director or employee of Tokyo-Mitsubishi UFJ, Ltdthe Company

Issuance of stocks by exercise of stock options

On April 24, 2017, we issued stocks by exercise of the 5th series Stock Option Grant as follows:

 

 

Sumitomo Mitsui Banking Corporation

Number of shares to be issued

 

The Bank of Yokohama80,000 shares

Proceeds from issuance of stocks

 

Mizuho Bank, Ltd.¥30,552 thousand

Amount of increased common stock

 

Resona Bank, Limited¥15,276 thousand

Amount of increased additional paid-in capital

¥15,276 thousand

 

 

 

 

 

 

 

 

 

 

 

* * * * * *

 

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