RISK FACTORS

Below, we have outlined the potential risks associated with our group’s businesses. Some of the points we mention are not risks as such. We decided to include them anyway because we believe that being open and transparent about these matters will further assist investors in making investment decisions. The information below includes projections and other forward-looking assumptions, which are based on information available to us as of the end of March 2020. Please note that these statements are not exhaustive of all possible factors that may arise in the future.

(1) Risks related to the business climate

① Online advertising: market trends and competition

We operate in online advertising, the market for which has grown dramatically during the past 10 years. Online advertising and advertising in general is vulnerable to general economic trends. In the future, our financial position and performance might be adversely affected if economic conditions deteriorate, advertising budgets shrink, or if the market grows less than expected.
We do everything we can to gain an edge in this ever-competitive climate. However, even our very best efforts might prove unsuccessful. Failure to gain the competitive advantage we seek would adversely impact the financial position and performance of our group.

② Technological innovation risk

The services our group delivers are grounded in internet technology. The Internet-related field is a volatile business arena due to a constant succession of new technological innovations as well as the services they underlie. Smartphones, tablets, and similar devices have rapidly gained traction as ad-displaying devices, and this trend is prompting a series of new services that target these devices.
To manage innovation risk, we hire and train talented engineers, provide an innovation-friendly workplace, and acquire cutting-edge technology and knowhow—particularly in relation to smartphones.
However, if we struggle to acquire the necessary knowhow or if we fall behind in the technology race, our competitiveness might decline as a result. On the other hand, keeping up with new technology might entail increased spending on systems and human resources. If our technological prowess declines, so too will the quality of our services and our competiveness. Such an eventuality would adversely impact the financial position and performance of our group.

③ Overseas business risks

In our online advertising business, we have developed an Asian network consisting of subsidiaries in Singapore, Vietnam, Indonesia, Thailand, and India. We intend to keep advancing overseas because we regard overseas business as a future growth driver for the group. However, business might stall if we struggle to comply with the local business customs or regulatory environment. In such case, we might fail to recoup our investment, which would adversely impact the financial position and performance of our group.

④ Natural disasters

Since we rely on servers for our business activities, we must consider the risk of system failure in a natural or human-made disasters. We use a remotely located data center, back up our data regularly, monitor the backup status, and do everything else we can to preempt or avert this risk. However, if a major disaster (natural or human-made) strikes Tokyo (where we are headquartered), and if this disaster damages our facilities, limits our power supply, or causes us other trouble, we might have to suspend our services. The disaster might also force us to spend vast sums on repairing damaged facilities or compensating injured personnel. Such an eventuality would adversely impact the financial position and performance of our group.

⑤ COVID-19

On March 11, 2020, the World Health Organization (WHO) declared a pandemic of the novel coronavirus. We have changed our operations so that in principle, all of our employees are working from home. Meetings with customers and other outside parties are also conducted remotely via video conferencing and other means. In these and other ways, we are working flexibly to establish a structure for business continuity. At the same time, there is a possibility that acquisition of new projects will not go as planned due to reduced ad placements by advertisers and less investment by prospective customers, and this could have an impact on the Group’s earnings and financial position.

(2) Risks related to our businesses

① Ad Platform Business

i) Seasonal fluctuations

The advertising budgets of our customers determine our ad tech sales. Sales will rise or fall depending the advertisers’ monthly budgets, which tend to be most generous in December and the final month of the fiscal year (typically March).
Accordingly, unlike businesses with stable monthly recurring revenue, our source of revenue and profit is much more volatile. On the other hand, we must retain a large workforce at all times so that we can accommodate rushes during busy seasons. Therefore, our group’s financial position and performance would be adversely affected if our revenue source enters a significant downward trend of volatility.

ii) Stepping up efforts against problematic advertising

We understand that to guarantee the value that we deliver to customers, we must thoroughly manage the quality of the ads we distribute. To this end, we monitor any inappropriate or false/misleading ads, or any ads that appear on illegal sites. Moreover, we have set out rules for dealing with ads that are adult in nature, and we are trying to deal less in such ads. Despite these precautions, unexpected circumstances might catch us off guard, and as a result, we might end up having to pay damages to customers. This eventuality would adversely affect the financial position and performance of our group.

② Marketing Solutions Business

In the Marketing Solutions Business, we have been actively expanding our business domain, starting with marketing automation platform (“Majin”) in July 2016, customer relations management (CRM) and sales force automation (SFA) system (“Chikyu”) in June 2018 and chat-based customer service tool ("Chamo") in November 2018.
We are currently focusing on capturing market share and expanding our business, but if we fail to acquire new clients or make progress with monetization strategies as planned, the turnaround may be delayed, which would adversely affect the financial position and performance of our group.

(3) Risks associated with business expansion and development

① Dependence on a specific business

Our supply-side platform (“Geniee SSP”) has absorbed a large portion of our resources ever since we began, and we remain heavily dependent on this business. However, we aim to diversify (and thus strengthen) our revenue base by expanding business domain such as demand-side platform (“Geniee DSP”), business in digital OOH domain, customer relations management (CRM) and sales force automation (SFA) system (“Chikyu”), marketing automation platform (“Majin”) and chat-based customer service tool ("Chamo"). We will expand the market share of these new businesses while developing new features and services.
However, changes in the business climate might thwart these efforts. We might also see a decline in transaction volume if clients revise their distribution policies or if our systems break down. Such eventualities would adversely impact the financial position and performance of our group.

② Transactions with the SoftBank

We affiliate with SoftBank Group Corp. and list the corporation as under “other affiliates.” The basis of this affiliation is that one of SoftBank’s group companies, SoftBank Corp. holds a 31.3% stake in our company. Geniee is positioned as an equity affiliate recorded under Other. However, we have no contracts outlining special privileges in relation to matters voted on by the Geniee Board of Directors and we have ensured the independence of the Geniee Board of Directors.
Of our four directors, we invited one member of SoftBank Corp. to serve as director for the purpose of applying that person's vast experience towards enhancing our corporate structure. Also, one Softbank advisor serves as a director and audit & supervisory committee member. That director's name and position within Geniee and within the SoftBank Group are as follows.

Position within Geniee Name Position within the SoftBank Group
Director
(part-time)
Koichi Machida SoftBank Corp. Manager of New Business Promotion Department of Digital Marketing Business Division
Director and Audit & Supervisory Committee Member
(part-time)
Katsumasa Niki SoftBank Corp. Advisor

During the fiscal year ended March 31, 2019, we conducted the following transactions with SoftBank Group Corp.—specifically, with SoftBank Group Corp., with Yahoo! Japan and with SoftBank Corp. (which SoftBank Group Corp. partially owns):

Total transactions: ¥567,433 (4% of our consolidated sales)
Transaction costs: ¥249,832 (1.7% of our consolidated sales costs and SG&A expenses)

If SoftBank Group Corp. decides to change the terms of our transactions, it might adversely impact the financial position and performance of our group.

③ Expansion of service areas

Our service areas include a wide range of businesses centered on the Internet, which is a rapidly changing technology and business model. We are entering new service areas with the aim of creating new services and building business models that in line with the trends of the times. However, starting a new service requires a considerable amount of upfront investment and involves risk factors specific to that service, and even risk factors not mentioned here could become risk factors.
Depending on the speed of expansion and the scale of growth in the markets we enter, we may not be able to achieve the results we initially expected. In addition, in the event of a service outage or withdrawal, we may incur losses through the disposal or write-off of business assets. This would adversely affect the financial position and performance of our group.

④ Risk related to corporate acquisitions and investment

We acquire or invest in other companies as part of our growth strategy. Before we acquire companies, we examine in detail the business model, financial position, contractual relationships and labor affairs, among other aspects, to minimize business risk. However, contingent liabilities and unrecognized liabilities may be incurred after an acquisition is made. Fraud and compliance issues, among other problems, may result from a failure by us to properly and effectively apply its internal control system to a company we have acquired. Goodwill associated with acquisitions may arise, which may increase amortization costs. Given these factors, we may not be able to achieve the expected results, and this would adversely affect the financial position and performance of our group.

⑤ Impairment loss risk

We have tangible, intangible assets (including software and goodwill) and investment securities. The Management Council and the Board of Directors endeavor to identify business risks and deal with them promptly to minimize business risk. However, we report impairment losses if there are any indications of impairment losses in businesses having tangible or intangible assets caused by a sharp downturn in the market or intensifying competition, among other factors, or if undiscounted future cash flows generated from operating income fall below book value. If we determine that the value of investment securities has been reduced because of a deterioration in the financial condition at portfolio companies, we report impairment losses or provisions. These impairment losses would adversely affect the financial position and performance of our group.

(4) Risks related to the management

① Building a workforce

The cornerstone of our growth strategy is people. We place top priority on recruiting and training talented men and women. While we devote maximum energy to building an effective workforce, we might find that our workforce falls short in certain circumstances. For example, if we radically alter our business operations, our workforce might struggle to accommodate the increased workload. Another possibility is that our demand for labor will far surpass the supply. Even with a sufficient workforce, we face the risk of our key personnel getting headhunted or an unexpected surge in resignations. If our workforce does fall short for these or other reasons, it would adversely affect the financial position and performance of our group.

② System risks

The services we deliver to customers are online services that exist on servers and other computer systems. We always look for ways to help us deliver these services stably. For example, we augment our systems and strengthen our backup procedures. Nonetheless, we would be forced to suspend our services in certain circumstances. For example, our systems and networks might malfunction, sustain damage in a natural disaster, fail to accommodate a traffic spike, or suffer a virus infection. The same would apply if the programs or data were improperly accessed and modified. Depending on the situation, we might end up losing customer trust or even facing damages claims. Such eventualities would adversely affect the financial position and performance of our group.

③ Litigation risk and transactional problems

In aggressively pursuing business at home and overseas, we run the risk of violating the rights or interests of third parties (including our customers, trading partners, shareholders, and employees) and then facing any damages claims or other litigation that might ensue. We cannot entirely eliminate this possibility, although we do minimize it by constantly developing and refining risk management structures throughout our group. If such litigation arises, it might stall our efforts to develop our businesses, damage our reputation, or hurt us financially. Such eventualities would adversely affect the financial position and performance of our group.

④ Online privacy regulation

Our supply-side, demand-side, and data management platforms use cookies to track users’ interactions with our affiliated websites (such as the URLs they access and which parts of the website they view and in what order). In Japan, online privacy is primarily governed by the Act on the Protection of Personal Information.
The current legislation poses no impediment to our businesses. In the future, however, we might have to restrict our services if legislators pass a new law or an amendment concerning online advertising, or if we face public pressure to self-regulate. Such an eventuality might adversely affect the financial position and performance of our group.

⑤ Managing data security and personal information

Companies that use our customer relations management (CRM) and sales force automation (SFA) system (“Chikyu”), marketing automation platform (“Majin”) and chat-based customer service tool ("Chamo") entrust customer information to us. We have established a privacy policy to govern the way we manage this information, and we try our best to ensure that our group complies with the policy. Under this policy, we uphold a high standard of personal data protection. Indeed, in recognition of these efforts, the Japan Institute for Promotion of Digital Economy and Community has granted us the right to display the Privacy Mark. Still, we face the possibility that customer data will leak due to several possible factors, including system failure or cases where an unauthorized party somehow gains access or an employee mishandles personal data. We might then lose public trust or face damages claims from an injured company or individual. Such an eventuality would adversely affect the financial position and performance of our group.

⑥ Intellectual property rights

We do everything we can to weed out potential violations of third-party intellectual property rights. However, our investigations cannot cover all possible violations of intellectual property rights pertaining to our services. If another company violates our intellectual property rights or if we violate another company’s intellectual property rights, we might face a claim for injunctive relief or damages. Such an eventuality would adversely affect the financial position and performance of our group.

⑦ Internal controls

We regard effective corporate governance as essential to achieving corporate sustainability. Accordingly, we aim to put in place robust internal controls to inculcate a strong compliance culture. This includes fair and reasonable work processes, reliable financial reporting, and high standards of ethical conduct. However, we might struggle to maintain compliance management if our internal controls fail to keep up with the pace of rapid business expansion. Such an eventuality would adversely affect the financial position and performance of our group.
Additionally, to ensure that no affiliates of ours commit malpractice, we instruct the affiliates to fully comply with all applicable laws and rules, and we check whether they are doing so through our regular internal audits. However, these efforts cannot completely eliminate the potential for legal violations or malpractice among affiliates. If such occurs, it would adversely affect the financial position and performance of our group.

⑧ Dependence on a specific person

Our founder, Tomoaki Kudo, serves as representative director and CEO. Tomoaki is well-versed in the technologies underlying our online advertising services. Using this knowledge, he plays a critical role in shaping and realizing our big-picture corporate objectives and our specific business strategies.
To prevent us becoming overly dependent on Tomoaki’s personal leadership, we aim for an effective management team by encouraging our directors and top-level managers to communicate closely in the meetings of the Board of Directors and Management Council.
Nonetheless, if Tomoaki somehow becomes unable to go on leading the group, this would adversely affect the financial position and performance of our group.

⑨ The risks we face as a young company

We started in April 2010, making us a rather young company. So far, we have achieved continued revenue growth, but the online advertising arena is prone to sudden changes. Accordingly, we must allow for a large degree of uncertainty when formulating business plans for the group. Moreover, judging from our financial position and performance in past years, there is some room for improvement in our forecast accuracy.

(5) Other risks

① Dividend policy

Our basic policy on dividends is to sustain stable dividend payments while ensuring that we retain enough internal reserves to support future development plans and to strengthen our management.
At the moment, however, we neither pay dividends nor do we have any particular plan or schedule for paying them in the future. Our basic policy on distributing surplus to shareholders is to set a level commensurate with our performance and financial trends as well as with our future business and investment plans while also keeping an eye on our internal reserves.

② Share dilution when option holders exercise their options

We grant stock options to our directors and employees as an incentive to contribute to our long-term corporate value. In the future, we might also offer stock options as a means of attracting top talent. If the option holders exercise their options, it will prompt us to issue additional shares. This issuance would dilute the value of existing shares. As of May 31, 2020, the shares underlying the stock options amount to 264,600, which represents 1.5% of the total outstanding shares (other than treasury shares).

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