The matters recorded in the annual securities report concerning the overview of business, financial information, etc. include the following key risks that are recognized by the management as having the potential to exert a material impact on the financial position, operating results, and cash flows of consolidated companies.
Please note that matters concerning the future in this article were determined by the Group as of the end of the fiscal year ended March 31, 2024.
The Group operates its business through the Domestic Interior Segment, which in addition to planning and selling interior design materials such as wallcoverings, flooring material, and fabrics (curtains and upholstery) and manufacturing wallcoverings, also conducts design and proposals through to interior and architectural installation; the Domestic Exterior Segment, which sells and installs exterior products such as gates, fences, and terraces; and the Overseas Segment, which manufactures wallcoverings in the United States and sells interior materials in the Pacific Rim region of North America, China, Hong Kong, and Southeast Asia. Since these businesses are dependent on construction demand, there is a risk of losing business opportunities due to factors such as the overall trends of the national economy, government policies regarding housing, changes in the tax system, and a decrease in the number of new residential and non-residential construction starts due to a declining population, as well as a decrease in the contract market due to economic downturn.
In the domestic market that is the foundation of our business, we do not expect to see significant growth in new construction and renovation in the residential and non-residential sectors in the future due to the declining birthrate and aging population, and we are focusing on our medium-term strategy of expanding our market share and improving income through price increases under the background of reorganizing and improving our various domestic business foundations, while our long-term strategy is to expand our domestic Exterior Business and to profitably expand our Overseas Business. In terms of procurement, we are working to avoid risks by investing management resources into our manufacturing divisions to ensure stable supply from manufacturers and to facilitate product development from a medium- to long-term perspective. In addition, taking into account the long-term development potential of our current businesses, we established a Business Creation Promotion Division in April 2024 to explore and implement business development possibilities for further growth.
Much of the merchandise handled by the Group is made from raw materials such as petrochemical products, aluminum, and glass, such that extreme fluctuations in product purchase prices due to rising crude oil and mineral prices, or rising costs associated with marine transportation when procuring from overseas, could have an impact on the Group’s business performance. Additionally, there is also concern about the impact of recent increases in personnel, logistics, and energy expenses on domestic procurement prices.
We are constantly monitoring the price trends of major raw materials and have transitioned our material procurement to purchasing from multiple locations and adjusting production volumes, but the prices of major raw materials such as PVC, plasticizers, nylon, and polyester have skyrocketed since 2021, and the purchase prices of wallcoverings, flooring material, curtain fabrics, upholstery, adhesives, and sewing costs have increased significantly. Therefore, while closely monitoring the movements of our competitors, in order to maintain a stable supply of products and logistics service levels, as well as the healthy development of the interior industry, we have raised the prices of wallcoverings, flooring material, and fabrics by 13%–18% in September 2021 and 18%–24% in April 2022, and wallcoverings, flooring material and upholstery by 7%–12% in October 2022.
In the future, we will continue to closely monitor not only our suppliers, but also factors resulting from social conditions such as crude oil prices, price fluctuations among raw material manufacturers, and personnel expenses and logistics costs, and will be constantly preparing to gather information in order to make appropriate decisions regarding purchase price negotiations and sales price increases.
The Group conducts sales and marketing activities for wallcoverings and flooring material, which are the main merchandise we handle, by distributing sample books which contain samples of merchandise. The planning and development of the merchandise featured in the sample books are conducted in-house, but with the exception of a few items, manufacturing is carried out by external manufacturers and we receive the supply of products. As our industry is heavily dependent on maintaining a stable supply throughout the validity period of sample books, interruption to the supply of merchandise due to unforeseen factors such as production problems or raw materials procurement could have an impact on the Group’s business performance.
Our subsidiary, CREANATE Inc., is the largest manufacturer of wallcoverings in Japan. As we expand our wallcoverings business in the future, we believe that further development will be possible not only through strengthening our competitiveness and securing volume, but also through improving business efficiency by establishing an integrated manufacturing and sales system, and recognize that maintaining stable factory operation and a stable supply of merchandise is an issue that the entire Group must address. In addition, we plan to further increase our stable supply capacity through the construction of a new factory by CREANATE, which was announced in November 2022.
In order to ensure the stable procurement of merchandise from manufacturers, we inspect the manufacturers’ factories and check that their manufacturing processes are appropriate before purchasing, and in the event that procurement becomes difficult, we have established an environment as a backup system that is prepared for emergencies, such as ensuring sufficient inventory of major merchandise and preparing alternative merchandise.
In addition, to ensure a sustainable supply of merchandise from the Company to our customers, we are strengthening system integration at all stages, from receiving products to receiving orders and shipping, as well as regularly reviewing action plans to address risks that may hinder the stable operation of logistics centers, which serve as inventory hubs in each region, and are working to confirm the effectiveness of and improve countermeasures.
The Group not only sells interior design materials and exterior materials, but also designs and proposes space designs that utilize these materials, and even operates the business of installation work. In the design and installation business, the business activities must be conducted in accordance with various laws and regulations, including the Construction Business Act, and there are risks to business continuity and reputation if we are judged to have committed a violation.
We are constantly working to improve our operations by recruiting experienced personnel with specialized knowledge, reviewing and considering the systematization of workflows, and conducting thorough internal supervision from a legal perspective. In April 2024, we established a Construction Unit as a department in charge of design and construction business, and have established a system not only to expand the business but also to thoroughly manage risks related to the construction function of the entire Group.
The Group operates businesses that stock, ship and deliver goods. Maintaining a delivery network throughout Japan is not only essential for business continuity, but is a function that we consider to be one of the Company’s strengths. However, we recognize that securing drivers and, ultimately, securing delivery capacity is a major issue due to the ‘2024 problem’ in logistics.
In order to further strengthen the services of our logistics function and address the concern about anticipated shortages in delivery capacity, we are working to employ drivers in-house and strengthen our alliances with logistics companies, and in September 2022, we acquired Kurosukikaku Corporation, a logistics company with its business area in Kyushu, as a subsidiary. Additionally, in order to shift from a system that relies on manual labor for loading and unloading to a more efficient system, we are considering measures to systematize and save labor, and will implement these measures gradually from fiscal 2024.
Under the brand statement of “Joy of Design,” the Group strives to develop merchandise with excellent design and functionality that can provide the “Joy of Design” through the creation of a variety of spaces. However, there is a risk that similar merchandise may be manufactured by other companies.
Furthermore, if a third party alleges infringement of intellectual property rights and a lawsuit is filed, the Group may incur losses such as litigation costs and damages, which could have an adverse effect on business performance.
We are taking various measures to reduce risks, such as the following.
Unforeseen changes to laws and regulations may affect the business performance of the Group, which is subject to various legal regulations regarding product liability, intellectual property, the environment, and labor in the course of conducting its business.
We constantly monitor domestic and foreign laws and regulations to ensure that we comply with them. We also consider compliance to be a minimum requirement for a company, and have established a management system and are working to strengthen employee education.
The Group’s facilities related to merchandise development, manufacturing, procurement, logistics, sales, and services are spread throughout Japan and overseas (North America, China, Hong Kong, and Southeast Asian countries), and natural disasters such as earthquakes, floods, storms and heavy snow could cause infrastructure to stop, or buildings and facilities to be damaged or broken, resulting in confusion that could have an adverse effect on the Group’s business performance and financial position.
In order to minimize the impact of natural disasters on our business activities, the Group has formulated a Business Continuity Plan (BCP) for times of disaster. In it we have specified the initial response to an emergency, reporting methods, and the establishment and role of a response headquarters, and we have established a system to ensure appropriate action in the event of a disaster and also conduct regular training and equipment inspections. We also review the BCP every year in response to the status of disasters. In addition, to ensure the stable procurement and supply of merchandise, we have established a system that enables product procurement and delivery from alternative locations in the event that a party in the supply chain such as a supplier or one of the Group’s business locations is affected by a disaster.
Amid growing interest in the risks of climate change, the Paris Agreement was adopted by the United Nations in 2015, and the Sustainable Development Goals (SDGs) were adopted at the UN Summit held in the same year, which marked progress in the setting of goals targeted at 2030. Meanwhile, in a move related to financial institutions, the Principles for Responsible Investment (PRI), launched by a partnership between the United Nations Environment Programme and the United Nations Global Compact, requires investors to invest sustainably, and in response, Japan’s Government Pension Investment Fund (GPIF) has signed the PRI, making ESG investment a megatrend in Japanese finance as well. Regarding disclosure of climate changerelated information, the Task Force on Climate-related Financial Disclosures (TCFD) recommendations call for companies to disclose financial impact in the four areas of governance, strategy, risk management, and metrics and targets.
Amid these dramatic changes in the environment related to climate change, we are faced with the risk of not being able to reduce greenhouse gas (GHG) emissions from our business activities, the risk of not being able to reduce the carbon footprint of our products and sample books, the risk of not being able to collect and recycle the products and sample books, and other physical risks that may occur acutely or chronically, which may affect the business performance and financial position of the Group.
For example, being unable to reduce GHG emissions could result in an increased carbon tax burden and reputational harm, while being unable to reduce the carbon footprint of our products and sample books could mean being unable to meet the market’s needs, which could lead to a decline in trust and loss of business opportunities.
In response to climate change risks, we have established a Climate Change Risk Subcommittee under the Company-wide Risk Management Committee that is chaired by the President & CEO, and are building an organizational management system. Under this Climate Change Risk Subcommittee, each risk related to climate change is analyzed along the lines of transition risks, such as legal regulations, technology, market and reputation, and physical risks, such as acute and chronic risks. The Space Planning Division, Logistics Division, Business Division, and Corporate Division are working closely together to set specific management indicators and monitor and respond to risks.
In addition, in the Sangetsu Group Long-term Vision [DESIGN 2030], we set out the realization of a sustainable society that protects the global environment, and are striving to reduce GHG emissions that are a cause of climate change risks by setting fiscal 2029 GHG emission targets for our business activities (Scope 1 & 2) of carbon neutrality (net zero emissions) in the nonconsolidated company and a 55% reduction for the entire Group (compared to fiscal 2021).
The Group makes significant investments in order to appropriately manage the various confidential information, including personal information, collected through its business activities. In addition, we take maximum precautions to prevent system problems or external leaks of information when operating, introducing, or updating such systems. However, there is a risk of damage from external computer viruses or hacking, the breakdown of host computers or network equipment, system failures due to software defects, business suspension due to partial damage to systems caused by a disaster, and incidents such as information leaks to outside parties, and the occurrence of such unexpected problems could damage the trust from society and result in significant expenses, which may affect the Group’s business performance.
The Group provides credit to business counterparties and if a counterparty’s financial condition deteriorates due to an economic downturn or unforeseen circumstances, making it difficult to collect receivables, the Group may incur losses due to bad debts, which may affect the Group’s business performance. We are taking the following measures against these risks, strengthening our credit management system to prevent losses due to uncollectible receivables, and striving to avoid losses due to bad debts.
The Group conducts business mainly in North America, China, Hong Kong, and Southeast Asian countries, and there is a risk that the following events may affect the Group’s business performance and financial position.
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