Interim Results - Part 1

Konami Corporation 28 November 2002 Consolidated Financial Results for the Six Months Ended September 30, 2002 (Prepared in Accordance with U.S. GAAP) November 28, 2002 KONAMI CORPORATION Address: 4-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo, Japan Stock code number: 9766 URL: http://www.konami.com Shares listed: Tokyo Stock Exchange, Osaka Securities Exchange, New York Stock Exchange, London Stock Exchange and Singapore Exchange Representative: Kagemasa Kozuki, Representative Director and CEO Contact: Noriaki Yamaguchi, Representative Director and CFO (Phone: 03-5220-0163) Date of Board Meeting to approve the financial November 28, 2002 results: Adoption of U.S. GAAP: Yes Note: Financial information presented herein was not audited by independent public accountants. 1. Consolidated Financial Results for the Six Months Ended September 30, 2002 (Amounts are rounded to the nearest million) (1) Consolidated Results of Operations (Millions of yen, except per share data) Income before income taxes, minority interest and equity in net income of Net revenues Operating income affiliated companies Six months ended September 30, 2002 Y113,195 Y10,165 Y10,150 Six months ended September 30, 2001 - - - Year ended March 31, 2002 225,580 18,087 22,678 Net income Diluted net income Net income per share (yen) per share (yen) Six months ended September 30, 2002 Y 4,368 Y35.66 - Six months ended September 30, 2001 - - - Year ended March 31, 2002 11,402 89.32 - Notes: 1. Equity in net income of affiliated companies Six months ended September 30, 2002: Y644 million Six months ended September 30, 2001: - million Year ended March 31, 2002: Y755 million 2. Weighted-average common shares outstanding Six months ended September 30, 2002: 122,503,419 shares Six months ended September 30, 2001: - shares Year ended March 31, 2002: 127,647,120 shares 3. Change in accounting policies: None 4. Net income per share was prepared in accordance with Statement of Financial Accounting Standard (SFAS) No. 128 'Earnings per Share' 5. The six months ended September 30, 2002 was the first period in which Konami prepared its interim consolidated financial statements in accordance with U.S. GAAP. Therefore U.S. GAAP consolidated financial information for the six months ended September 30, 2001 is not available. However, figures for the year ended March 31, 2002 presented herein have been prepared in accordance with U.S. GAAP. (2) Consolidated Financial Position (Millions of yen, except per share amounts) Total shareholders' Equity-assets Total shareholders' Total assets equity ratio equity per share (yen) September 30, 2002 Y305,386 Y125,234 41.0% Y1,039.38 September 30, 2001 - - - - March 31, 2002 328,091 134,990 41.1% 1,084.44 Note: Number of shares outstanding September 30, 2002: 120,488,459 shares September 30, 2001: - shares March 31, 2002: 124,479,815 shares (3) Consolidated Cash Flows (Millions of yen) Net cash provided by (used in) Cash and Operating Investing Financing cash equivalents activities activities activities at end of period Six months ended September 30, 2002 Y 6,835 Y (2,881) Y(17,504) Y61,547 Six months ended September 30, 2001 - - - - Year ended March 31, 2002 11,119 (16,024) 12,613 75,188 (4) Number of Consolidated Subsidiaries and Companies Accounted for by the Equity Method Number of consolidated subsidiaries: 32 Number of affiliated companies accounted for by the equity method: 4 (5) Changes in Reporting Entities Number of consolidated subsidiaries added: 1 Number of consolidated subsidiaries removed: 6 2. Consolidated Financial Forecast for the Year Ending March 31, 2003 (Millions of yen) Net revenues Operating income Income before Net income income taxes, minority interest and equity in net income of affiliated companies Year ending March 31, 2003 Y245,000 Y25,000 Y24,500 Y11,500 Note: Expected net income per share for the year ending March 31, 2003 is Y95.44 Cautionary Statement with Respect to Forward-Looking Statements: Statements made in this report with respect to our current plans, estimates, strategies and beliefs, including the above forecasts, are forward-looking statements about our future performance. These statements are based on management's assumptions and beliefs in light of information currently available to it and, therefore, you should not place undue reliance on them. A number of important factors could cause actual results to be materially different from and worse than those discussed in forward-looking statements. Such factors include, but are not limited to: (i) changes in economic conditions affecting our operations; (ii) fluctuations in currency exchange rates, particularly with respect to the value of the Japanese yen, the U.S. dollar and the Euro; (iii) our ability to continue to win acceptance of our products, which are offered in highly competitive markets characterized by the continuous introduction of new products, rapid developments in technology and subjective and changing consumer preferences; (iv) our ability to successfully expand internationally with a focus on our video game software business, card game business and gaming machine business; (v) our ability to successfully expand the scope of our business and broaden our customer base through our health and fitness business; (vi) regulatory developments and changes and our ability to respond and adapt to those changes; (vii) our expectations with regard to further acquisitions and the integration of any companies we may acquire; and (viii) the outcome of contingencies. 1. Organizational Structure of the Konami Group The Konami Group is a collection of companies with global operations in the entertainment industry and is comprised of KONAMI CORPORATION (the 'Company', 32 consolidated subsidiaries and 4 equity method affiliates. The Company, its subsidiaries and affiliated companies are categorized into business segments according to their operations as stated below. Business segment categorization is based on the same criteria explained in the segment information notes to the consolidated financial statements. Business Segments Major Companies Consumer Software (CS) Domestic The Company (Note 4, 9), Konami Marketing, Inc. (*2, *3) Konami Computer Entertainment Osaka, Inc. Konami Computer Entertainment Tokyo, Inc. Konami Computer Entertainment Japan, Inc. Konami Computer Entertainment Studios, Inc. Konami School, Inc. (*1, Note 4) Konami Mobile & Online, Inc. HUDSON SOFT CO., LTD. (*5), Genki Co., Ltd. (*5) Three other companies (*5, Note 7) Overseas Konami of America, Inc., Konami of Europe GmbH (*4) Konami Marketing (Asia) Ltd. Konami Software Shanghai, Inc., One other company Toy & Hobby (T&H) Domestic The Company (Note 4, 9), Konami Marketing, Inc. (*2, *3) or former Character Products Konami Music Entertainment, Inc. (CP) Overseas Konami of America, Inc. (Note 5) (*4) Konami Marketing (Asia) Ltd. Amusement Content (AC) Domestic The Company (Note 4, 9), Konami Marketing, Inc. (*2, *3) Konami Sports Life Corporation Konami Parlor Entertainment, Inc., One other company Overseas Konami of America, Inc. (*4) Konami Amusement of Europe Ltd. Konami Marketing (Asia) Ltd. Gaming Content (GC) Domestic The Company (Note 4, 9), Konami Marketing, Inc. (*2, *3) Konami Parlor Entertainment, Inc. (Note 6) One other company (Note 6) Overseas Konami Gaming, Inc. Konami Australia Pty Ltd., One other company Health & Fitness (H&F) Domestic Konami Sports Corporation Note 3, 8 or former Health and Fitness Konami Olympic Sports Club Corporation Note 3 (HF) Two other companies (Note 8) (Note 5) Other Domestic Konami Capital, Inc. (Note 9), Konami Service, Inc. TAKARA CO., LTD. (*5), One other company Overseas Three other companies Notes: 1. Companies that have multiple business segments are included in each segment in which they operate. 2. Primary changes in major companies for the six months ended September 30, 2002 are as follows: (*1) Konami Computer Entertainment School, Inc. merged with Roppongi Monitoring Center, Inc. on May 1, 2002 for the purpose of improving the efficiency of their operations and changed its company name to Konami School, Inc. (*2) Konami Amusement Operation, Inc. transferred its amusement facility operation business to its new wholly-owned subsidiary KAO Co., Ltd. on May 11, 2002. Konami Amusement Operation, Inc. then sold all shares in KAO Co., Ltd. to Amlead Co., Ltd. on May 13, 2002. (*3) Konami Marketing, Inc. merged with Konami Style.com Japan, Inc. and Konami Amusement Operation, Inc. to improve the efficiency of their operations on August 1, 2002. (*4) Konami (Singapore) Pte. Ltd. and Konami Corporation of Korea were dissolved in August 2002 and September 2002, respectively. (*5) These are equity method affiliates. 3. Konami Sports Corporation merged with Konami Olympic Sports Club Corporation on October 1, 2002 to improve the efficiency of their operations. 4. The education business of Konami School, Inc., which used to be included in the CS segment, was transferred to the Other segment as of October 1, 2002 in order to develop human resources in the whole Konami group, while its debugging operations for video game software remains included in the CS segment. Also, the Company plans to take over the debugging business of Konami School, Inc. by acquisition following a corporate split on January 1, 2003. 5. The Character Products (CP) segment and the Health and Fitness (HF) segment changed their names to Toy & Hobby (T&H) and Health & Fitness (H&F), respectively, on October 1, 2002. 6. Konami Parlor Entertainment, Inc. and Konami Parlor Research, Inc. changed their company names to KPE, Inc. and KPR, Inc., respectively, on November 11, 2002. 7. Konami Computer Entertainment Kobe, Inc. and Konami Computer Entertainment Nagoya, Inc. are scheduled to be dissolved in December 2002. 8. Konami Sports Corporation plans to merge with Konami Sports Plaza, Inc. on January 1, 2003 in order to improve the efficiency of their operations. 9. The Company plans to take over the financial service business, such as arrangement of intercompany loans, of its wholly-owned subsidiary Konami Capital, Inc. by acquisition following a corporate split on February 1, 2003. Konami Capital, Inc. will then concentrate on its real estate management business. 2. Management Policy 1. Management Policy In addition to our management policy of putting our primary priority on shareholders, we aim to maintain a healthy relationship with all the stakeholders including shareholders and to make wide range of social contributions as a good corporate citizen. Management policy of putting primary priority on shareholders Our management policy of putting our primary priority on shareholders is expressed in two ways. One is to continuously increase and improve shareholder value = corporate value = market capitalization and the other is to provide stable dividends as means to return profit to shareholders. We strive to realize our targets of consolidated return on equity of 15% through optimum utilization of management resources. 'Adaptation to Global Standards' 'Maintaining Fair Competition' and 'Pursuit of High Profit' are the keywords of our management policy. Healthy relationship with stakeholders and social contributions as a good corporate citizen Aiming to maintain a healthy relationship with shareholders, investors, end-users, suppliers, employees and the community in general, we promote disclosure of information and social contribution by supporting a wide range of activities that promote education, sports and culture. We aim to be an entertainment enterprise that achieves continuous expansion and the respect of society. 2. Profit Appropriation Policy We consider providing stable cash dividends and increasing and improving corporate value as important to return income to shareholders and aim to do so at levels of more than 30% of consolidated net income. Accumulated earnings will be used to invest in potentially profitable business fields to strengthen our growth potential and competitiveness. 3. Medium to Long-term Strategies and Company Priorities Consumers are becoming more and more diversified in their tastes for and selective about 'Entertainment', while the fields of games, toys movies, music, sports, education, publishing and communications are further merging and overlapping with each other in the entertainment industry. In such an environment, the competition among companies has intensified, and so we believe that innovative and diversified corporate strategy and further reinforcement of the corporate structure supporting such a strategy are required for a company to maintain its capacity to grow continuously. Thus, we are committed to further increase our production, marketing and financial resources and by doing so will place top priority on enhancing our brand value. Reinforcement of corporate structure We realized our long-cherished desire of listing on the New York Stock Exchange on September 30, 2002. We will continue to pursue our purposes of listing, which were to expand business operations in the U.S., increase the number of U.S. shareholders and enhance convenience for investors. In addition, we endeavor to obtain further trust from stakeholders by building a stronger management system and enhancing fair disclosure. As for brand value, we will establish and increase brand value by shifting our orientation from marketing to branding. As for human resources development, we will continue to nurture leadership and enhance management control capacity through our Leadership Development Program which was launched this year. 3. Business Performance and Financial Position The six months ended September 30, 2002 was the first period in which we prepared our interim consolidated financial statements in accordance with U.S. GAAP. Therefore, U.S. GAAP consolidated financial information for the six months ended September 30, 2001 is not available. However, figures for the year ended March 31, 2002 presented herein have been prepared in accordance with U.S. GAAP. 1. Business Review Overview Although the Japanese economy has improved somewhat due to increased exports, concern remains regarding the possibility of a downturn due to the leveling off of individual consumption and corporate earnings, concern about the future of the U.S. economy and the serious decline of domestic stock prices. With respect to the entertainment industry in which we operate, sales of PlayStation 2 grew most significantly among the full line-up of next generation video game software platforms. Sales of soccer game software were robust due to the continuation of the recent soccer boom in Japan. We performed well for the six months ended September 30, 2002 due to the following reasons: WORLD SOCCER WINNING ELEVEN 6, a home video game software title, sold over one million copies; the card game and video game software titles of Yu-Gi-Oh! became hits in the U.S.; MICRO iR products, which are high-technology toys, are gaining market acceptance; e-AMUSMENT products, which are amusement arcade games that allow players to compete directly with players in other arcade game locations via an on-line amusement connection, are developing well; and gaming machines in the overseas market achieved healthy sales. We engaged in more effective sales promotion activities by jointly presenting the products of four group companies (Konami, Takara Co., Ltd., Hudson Soft Co., Ltd. and Genki Co., Ltd.) at the Tokyo Game Show 2002 held in September 2002. Aiming to achieve a more appropriate business portfolio and to better focus management resources, we decided to transfer our amusement arcade operations, which had been conducted by Konami Amusement Operation, Inc. to test market preferences, to AmLead Co., Ltd. Also, Konami Sports Corporation unveiled a new style of sports clubs membership to improve customer convenience by introducing a new nationwide membership system that allows customers to use of all its sports clubs nationwide through a 'Single card system' We transferred our headquarters to Marunouchi, Tokyo in August 2002, and listed on the New York Stock Exchange on September 30, 2002. As a result of the fast-paced business expansion and efforts to create products and services that meet customer needs explained above, consolidated net revenues for the six months ended September 30, 2002 were Y113,195 million, and consolidated operating income was Y10,165 million, and net income was Y4,368 million for the same period. Dividends for the six months ended September 30, 2002 were Y19 per share (consolidated payout ratio: 52.4%). Performance by business segment Summary of net revenues by business segment: Millions of Yen Six months ended September 30, 2002 Consumer Software (CS) Y 35,398 Toy & Hobby (T&H) 19,444 Amusement Content (AC) 18,609 Gaming Content (GC) 8,415 Health & Fitness (H&F) 38,139 Other 2,703 Less: Intersegment revenues (9,513) Consolidated net revenues Y 113,195 Note: The Character Products (CP) segment and the Health and Fitness (HF) segment changed their names to Toy & Hobby (T&H) and Health & Fitness (H&F), respectively, on October 1, 2002. The CS segment released WORLD SOCCER WINNING ELEVEN 6 for the PlayStation 2 in April 2002, which became a hit shipping more than 1.1 million copies over the six months ended September 30, 2002. JIKKYO POWERFUL PRO BASEBALL 9 for both the PlayStation 2 and the Game Cube released in July 2002 shipped more than 500,000 copies. Shipments of SUIKODEN III for the PlayStation 2, a role-playing game, also released in July 2002, reached more than 350,000 copies. For the GameBoy Advance, shipments of Yu-Gi-Oh! Duel Monsters 7: The Duelcity Legend reached 300,000 copies, and HIKARU NO GO 2 and TENNIS NO OHJISAMA also experienced significant sales growth. HIKARU NO GO: HEIAN GENSO IBUNROKU and CAPTAIN TSUBASA: ARATANARU DENSETSU JOSHO released for the PlayStation generated favorable sales. Yu-Gi-Oh! Dark Duel Stories for the GameBoy Color in the U.S. and Yu-Gi-Oh! FORBIDDEN MEMORIES for the PlayStation released in the overseas market became hits selling more than 1.2 million copies altogether. As a result, consolidated revenues of the CS segment were Y35,398 million. The T&H (former CP) segment maintained solid sales of the Yu-Gi-Oh! Official Card Game series. The video game software of the Yu-Gi-Oh! series achieved significant sales growth in North America as a result of synergies with the cartoon TV program. The release of a new Yu-Gi-Oh! series card game helped us to maintain a high level of domestic sales as well. Electronic toys such as Combat DigiQ, a new product of the MICRO iR series, also achieved robust sales. Candy Toys, which enjoy popularity for their high quality figures, especially the SF Movie Selection: Thunderbirds series achieved more than two million sales, which gave them a dominant position in the market. As a result, consolidated revenues of the T&H segment were Y19,444 million. The AC segment introduced its first e-AMUSEMENT product for amusement arcades, MAH-JONG FIGHT CLUB, which continued to be popular. Sales of the pop'n music series and Beatmania series, which are music simulation games, remained strong. The WORLD SOCCER Winning Eleven Arcade Game Style arcade game that was adapted from the popular home video game, WORLD SOCCER WINNING ELEVEN, was also well received by the market. The health entertainment business continued to focus on expanding distribution of existing products such as Dance Dance Revolution FAMIMAT and MARTIAL BEAT, a fitness action game that uses popular martial arts. MARTIAL BEAT 2, the first game with the ability to measure physical strength was released in September 2002. The LCD unit business's results declined compared with that of the same period of the previous year because sales to main customers were affected by the World Cup Soccer tournament. As a result, consolidated revenues of the AC segment were Y18,609 million. During the second half of the fiscal year ending March 31, 2003, we aim to continue to introduce distinct and appealing products. The GC segment contributed to total sales with token-operated products that continue to be popular such as GI-WINNING SIRE, the latest large-scale token-operated horse racing game in the GI series which has a realistic 'right there in the midst of it' feel, and FORTUNE ORB, a large-sized 'Penny-falls' game machine, popular for its entertaining stage effects. Magicparade, a single token-operated machine released in September, also achieved favorable sales. With respect to our overseas gaming business, the installed base of video slot machines has been increasing in line with a more diverse line up of products. As a result, sales of our products are improving steadily in Nevada and the mid-west region of the U.S. Also, a casino management system was delivered to new customers in September 2002. The combination of WILD FIRE, a standalone progressive game with gaming contents has been well-received in Australia. We have acquired gaming licenses in all Australian states, and sales in Queensland, Victoria, and New South Wales were especially strong. As a result, consolidated revenues of the GC segment were Y8,415 million. The H&F (former HF) segment actively expanded the number of newly-open facilities by opening 14 facilities under its direct management including Moriguchi (Osaka), Funabashi (Chiba), Nishifunabashi (Chiba), and Sannomiya (Hyogo), which is the first facility to operate 24 hours a day. We also expanded operations by moving existing facilities to better locations in the same neighborhood or by acquiring facilities that had been operated by other companies. In a move to strengthen brand recognition of our Eg-zas clubs, we decided to integrate and operate our Sele and Freizeit clubs under the Eg-zas brand from April 1, 2002. In order to capitalize on the advantage of operating a large number of club locations, we are introducing a membership system that can be used at all facilities in our dominant area, Chiba prefecture, and another membership system that can be used at all Eg-zas and GRANCISE clubs nationwide. Service revenues also improved due to the fact that Konami Sports Corporation began consolidating the results of its subsidiary, Daiei Olympic Sports Club, Inc. (currently Konami Olympic Sports Club Corporation), since February 2002. As a result, the consolidated revenues of the H&F segment were Y 38,139 million. Consolidated revenues for the Other segment were Y2,703 million. 2. Financial Position Overview Millions of Yen Six months ended September 30, 2002 Net cash provided by operating activities Y 6,835 Net cash used in investing activities (2,881) Net cash used in financing activities (17,504) Effect of exchange rate changes on cash and cash equivalents (91) Net decrease in cash and cash equivalents (13,641) Cash and cash equivalents at September 30, 2002 61,547 Cash flows from operating activities: Net cash provided by operating activities amounted to Y6,835 million for the six months ended September 30, 2002. This was primarily due to net income of Y4,368 million, depreciation expense of Y5,909 million and a decrease in trade receivables, mainly at the CS segment, of Y9,610 million, with income taxes of Y 12,839 million paid for the previous fiscal year, an increase in inventories of Y2,390 million and a decrease in trade payables of Y2,243 million. Cash flows from investing activities: Net cash used in investing activities amounted to Y2,881 million for the six months ended September 30, 2002. This resulted primarily from acquisitions of property and equipment, which was due mainly to an active increase in new club locations of the H&F (former HF) segment, with proceeds from the sale of subsidiary shares of Y2,081 million and proceeds from the sale of property and equipment of Y1,098 million. Cash flows from financing activities: Net cash used in financing activities amounted to Y17,504 million for the six months ended September 30, 2002. This was primarily due to our purchases of treasury stock of Y10,648 million and a payment of dividends of Y3,769 million. 3. Outlook for Fiscal Year Ending March 31, 2003 The CS segment expects to release branded popular titles like World Soccer Winning Eleven 6 Final Evolution and Yu-Gi-Oh! Duel Monsters 8 in Japan, Yu-Gi-Oh! THE ETERNAL DUELIST SOUL and CONTRA: SHATTERED SOLDIER in the U.S., and Pro Evolution Soccer2 in Europe. The T&H segment expects to release new Yu-Gi-Oh! card games, which are gaining successful market acceptance in the U.S. resulting from an effective media mix promotion. It also hopes to introduce the product in Europe with the aim of making it a global hit. The division also plans to expand the value added product line-up of MICRO iR, which are advanced-technology toys. The AC segment will develop new products that have features to promote the keyword of 'live communication' The GC segment will expand distribution of our gaming business in North America, introduce link progressive games, and increase the line-up of software supporting existing machines. At the H&F segment, Konami Sports Corporation merged with its subsidiary Konami Olympic Sports Club Corporation in October 2002. The H&F segment aims to improve efficiency and acquire one million members by improving member services and convenience. As for the whole group, each business segment will, having 'Pursuit of High Profit' in mind, make efforts to provide high-quality products and services, which target consumer needs. Consolidated results for the year ending March 31, 2003 are expected as follows: Y245,000 million of net revenues; Y 25,000 million of operating income; Y24,500 million of income before income taxes, minority interest and equity in net income of affiliated companies; and Y 11,500 million of net income. A total annual dividend of Y54 per share, which consists of an interim dividend of Y19 per share and a year-end dividend of Y35 per share (consolidated payout ratio: 56.6%), is expected to be paid for the year ending March 31, 2003. Cautionary Statement with Respect to Forward-Looking Statements: Statements made in this report with respect to our current plans, estimates, strategies and beliefs, including the above forecasts, are forward-looking statements about our future performance. These statements are based on management's assumptions and beliefs in light of information currently available to it and, therefore, you should not place undue reliance on them. A number of important factors could cause actual results to be materially different from and worse than those discussed in forward-looking statements. Such factors include, but are not limited to: (i) changes in economic conditions affecting our operations; (ii) fluctuations in currency exchange rates, particularly with respect to the value of the Japanese yen, the U.S. dollar and the Euro; (iii) our ability to continue to win acceptance of our products, which are offered in highly competitive markets characterized by the continuous introduction of new products, rapid developments in technology and subjective and changing consumer preferences; (iv) our ability to successfully expand internationally with a focus on our video game software business, card game business and gaming machine business; (v) our ability to successfully expand the scope of our business and broaden our customer base through our health and fitness business; (vi) regulatory developments and changes and our ability to respond and adapt to those changes; (vii) our expectations with regard to further acquisitions and the integration of any companies we may acquire; and (viii) the outcome of contingencies. 4. Consolidated Financial Statements (1) Consolidated Balance Sheets (Unaudited) Millions of Yen Thousands of U.S. Dollars September 30, March 31, 2002 September 2002 30, 2002 % % ASSETS CURRENT ASSETS: Cash and cash equivalents Y 61,547 Y 75,188 $ 502,015 Trade notes and accounts receivable, net of allowance for doubtful accounts of Y611 million ($4,984 thousand) and Y636 million at September 30, 2002 and March 31, 2002, respectively 23,938 34,275 195,253 Inventories 18,280 15,990 149,103 Deferred income taxes, net 10,384 9,708 84,698 Prepaid expenses and other current assets 6,847 6,894 55,848 Total current assets 120,996 39.6 142,055 43.3 986,917 PROPERTY AND EQUIPMENT, net 43,283 14.2 43,562 13.3 353,042 INVESTMENTS AND OTHER ASSETS: Investments in marketable securities 169 204 1,378 Investments in and advances to affiliates 13,961 13,459 113,874 Identifiable intangible assets 58,387 60,169 476,240 Goodwill 37,150 36,825 303,018 Lease deposits 23,604 24,654 192,529 Other assets 7,836 7,163 63,915 Total investments and other assets 141,107 46.2 142,474 43.4 1,150,954 TOTAL ASSETS Y 305,386 100.0 Y 328,091 100.0 $ 2,490,913 See accompanying notes to consolidated financial statements Millions of Yen Thousands of U.S. Dollars September 30, March 31, 2002 September 2002 30, 2002 % % LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Short-term borrowings Y 13,401 Y 10,948 $ 109,306 Current portion of long-term debt and capital lease obligations 2,046 4,751 16,688 Trade notes and accounts payable 18,043 20,292 147,170 Income taxes payable 6,878 13,224 56,101 Accrued expenses 16,391 21,120 133,695 Deferred revenue 5,464 3,866 44,568 Other current liabilities 5,719 5,347 46,648 Total current liabilities 67,942 22.3 79,548 24.2 554,176 LONG-TERM LIABILITIES: Long-term debt and capital lease obligations, less current portion 48,331 48,031 394,217 Accrued pension and severance costs 2,579 2,607 21,036 Deferred income taxes, net 22,600 22,986 184,339 Other long-term liabilities 3,891 4,013 31,737 Total long-term liabilities 77,401 25.3 77,637 23.7 631,329 MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES 34,809 11.4 35,916 11.0 283,923 SHAREHOLDERS' EQUITY: Common stock, no par value- Authorized 450,000,000 shares; issued 128,737,566 shares at September 30, 2002 and March 31, 2002 47,399 15.5 47,399 14.4 386,615 Additional paid-in capital 46,736 15.3 46,736 14.2 381,207 Legal reserve 2,163 0.7 2,163 0.7 17,643 Retained earnings 54,157 17.7 53,149 16.2 441,738 Accumulated other comprehensive income 430 0.2 546 0.2 3,507 Total 150,885 49.4 149,993 45.7 1,230,710 Treasury stock, at cost- 8,249,107 shares and 4,257,751 shares at September 30, 2002 and March 31, 2002, respectively (25,651) (8.4) (15,003) (4.6) (209,225) Total shareholders' equity 125,234 41.0 134,990 41.1 1,021,485 COMMITMENTS AND CONTINGENCIES - - - TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY Y 305,386 100.0 Y 328,091 100.0 $ 2,490,913 See accompanying notes to consolidated financial statements (2) Consolidated Statements of Income (Unaudited) Millions of Yen Thousands of U.S. Dollars Six months ended Year ended Six months September 30, 2002 March 31, 2002 ended September 30, 2002 % % NET REVENUES: Product sales revenue Y 75,209 Y 165,154 $ 613,450 Service revenue 37,986 60,426 309,837 Total net revenues 113,195 100.0 225,580 100.0 923,287 COSTS AND EXPENSES: Costs of products sold 43,726 104,192 356,656 Costs of services rendered 33,486 50,459 273,132 Selling, general and administrative 25,818 52,842 210,587 Total costs and expenses 103,030 91.0 207,493 92.0 840,375 Operating income 10,165 9.0 18,087 8.0 82,912 OTHER INCOME (EXPENSES): Interest income 169 244 1,378 Interest expense (443) (767) (3,613) Gain on sale of subsidiary shares 552 4,655 4,502 Other, net (293) 459 (2,390) Other income (expenses), net (15) 0.0 4,591 2.1 (123) INCOME BEFORE INCOME TAXES, MINORITY INTEREST AND EQUITY IN NET INCOME OF AFFILIATED COMPANIES 10,150 9.0 22,678 10.1 82,789 INCOME TAXES: Current 6,455 17,276 52,651 Deferred (1,243) (5,609) (10,139) Total 5,212 4.6 11,667 5.2 42,512 INCOME BEFORE MINORITY INTEREST AND EQUITY IN NET INCOME OF AFFILIATED COMPANIES 4,938 4.4 11,011 4.9 40,277 MINORITY INTEREST IN INCOME OF CONSOLIDATED SUBSIDIARIES 1,214 1.1 364 0.1 9,902 EQUITY IN NET INCOME OF AFFILIATED COMPANIES 644 0.6 755 0.3 5,253 NET INCOME Y 4,368 3.9 Y 11,402 5.1 $ 35,628 See accompanying notes to consolidated financial statements PER SHARE DATA: Yen U.S. Dollars Six months ended Year ended Six months September 30, ended 2002 March 31, 2002 September 30, 2002 Basic and diluted net income per share Y 35.66 Y 89.32 $ 0.29 Weighted-average common shares outstanding 122,503,419 127,647,120 See accompanying notes to consolidated financial statements Consolidated Statements of Shareholders' Equity and Accumulated Other Comprehensive Income (Unaudited) (3) Millions of Yen Common Additional Legal Retained Accumulated Treasury Total Stock Paid-in Earnings Other Stock, Shareholders' Capital Reserve Comprehensive Equity Income at Cost Balance at March 31, 2001 Y47,399 Y46,736 Y1,770 Y49,220 Y26 - Y145,151 Net income 11,402 11,402 Cash dividends, Y 54.0 per share (7,080) (7,080) Net unrealized losses on available-for-sale securities (189) (189) Foreign currency translation adjustments 709 709 Reissuance of treasury stock 3 3 Repurchase of treasury stock (15,006) (15,006) Transfer from retained earnings 393 (393) - Balance at March 31, 2002 47,399 46,736 2,163 53,149 546 (15,003) 134,990 Net income 4,368 4,368 Cash dividends, Y 27.0 per share (3,360) (3,360) Net unrealized losses on available-for-sale securities 97 97 Foreign currency translation adjustments (213) (213) Repurchase of treasury stock (10,648) (10,648) Balance at September 30, 2002 Y47,399 Y46,736 Y2,163 Y54,157 Y430 Y(25,651) Y125,234 Thousands of U.S. Dollars Common Additional Legal Retained Accumulated Treasury Total Stock Paid-in Earnings Other Shareholders' Capital Reserve Comprehensive Stock, Equity Income at Cost Balance at March 31, 2002 $386,615 $381,207 $17,643 $433,515 $4,453 $(122,374) $1,101,059 Net income 35,628 35,628 Cash dividends, $0.22 per share (27,405) (27,405) Net unrealized losses on available-for-sale securities 791 791 Foreign currency translation adjustments (1,737) (1,737) Repurchase of treasury stock (86,851) (86,851) Balance at September 30, 2002 $386,615 $381,207 $17,643 $441,738 $3,507 $(209,225) $1,021,485 See accompanying notes to consolidated financial statements (4) Consolidated Statements of Cash Flows (Unaudited) Millions of Yen Thousands of Six months Year ended U.S. Dollars ended March 31, Six months September 30, 2002 ended 2002 September 30, 2002 Cash flows from operating activities: Net income Y4,368 Y11,402 $35,628 Adjustments to reconcile net income to net cash provided by operating activities - Depreciation and amortization 5,909 15,460 48,197 Provision for doubtful receivables 623 4,189 5,082 Loss on sale or disposal of property and equipment, net 612 924 4,992 Gain on sale of subsidiary shares (552) (4,655) (4,502) Equity in net income of affiliated companies (644) (755) (5,253) Minority interest 1,214 364 9,902 Deferred income taxes (1,243) (5,609) (10,139) Change in assets and liabilities: Decrease (Increase) in trade notes and accounts receivable 9,610 (3,930) 78,385 Increase in inventories (2,390) (1,594) (19,494) Decrease in trade notes and accounts payable (2,243) (5,934) (18,295) Decrease in income taxes payable (6,385) (1,722) (52,080) Increase (decrease) in accrued expenses (4,175) 2,305 (34,054) Increase in deferred revenue 1,598 805 13,034 Other, net 533 (131) 4,347 Net cash provided by operating activities 6,835 11,119 55,750 Cash flows from investing activities: Purchases of investments in affiliates - (8,115) - Purchases of investments in a subsidiary (315) - (2,569) Proceeds from sales of investments in subsidiaries 2,081 1,797 16,974 Capital expenditures (4,886) (8,095) (39,854) Proceeds from sales of property and equipment 1,098 444 8,956 Acquisition of new subsidiaries, net of cash acquired - 692 - Decrease in time deposits 517 90 4,217 Increase in lease deposits, net (402) (1,877) (3,279) Other, net (974) (960) (7,944) Net cash used in investing activities (2,881) (16,024) (23,499) Cash flows from financing activities: Net increase (decrease) in short-term borrowings 2,615 (1,108) 21,330 Proceeds from long-term debt - 45,230 - Repayments of long-term debt (2,486) (13,172) (20,277) Principal payments under capital lease obligations (1,207) (2,407) (9,845) Net proceeds from issuance of common stock by a subsidiary - 7,035 - Dividends paid (3,769) (7,652) (30,742) Purchases of treasury stock by parent company (10,648) (15,006) (86,851) Purchases of treasury stock by subsidiaries (1,782) (194) (14,535) Other, net (227) (113) (1,853) Net cash provided by (used in) financing activities (17,504) 12,613 (142,773) Effect of exchange rate changes on cash and cash equivalents (91) 667 (742) Net increase (decrease) in cash and cash equivalents (13,641) 8,375 (111,264) Cash and cash equivalents, beginning of the period 75,188 66,813 613,279 Cash and cash equivalents, end of the period Y 61,547 Y 75,188 $ 502,015 See accompanying notes to consolidated financial statements Notes to Consolidated Financial Statements 1. Accounting Principles, Accounting Procedures and Method for Presenting Interim Consolidated Financial Statements The accompanying consolidated interim financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ('U.S. GAAP'), including Accounting Principles Board Opinion ('APB'), Statement of Financial Accounting Standards ('SFAS', Emerging Issues Task Force Consensus ('EITF')and the American Institute of Certified Public Accountants Statement of Position ('SOP'). Konami Corporation ('Konami') and its domestic subsidiaries maintain their books and records in conformity with accounting principles and practices generally accepted in Japan ('Japanese GAAP'), and its foreign subsidiaries in conformity with those of the country of their domicile. The consolidated financial statements presented herein have been prepared in a manner and reflect certain adjustments that are necessary to conform them with U.S. GAAP. The significant differences between accounting principles, accounting procedures and method of presentation which are adopted by Konami and its subsidiaries and those in Japan are as follows. In addition to an explanation of the differences, the approximate amount of each effect on income before income taxes under Japanese GAAP is shown if it is material. (a) Effect of Business Combinations Konami and its subsidiaries accounted for its business combinations initiated prior to June 30, 2001 using the purchase method of accounting in accordance with APB No. 16 'Business Combinations', Acquisitions initiated after June 30, 2001 are accounted for in accordance with SFAS No. 141 'Business Combinations'. The purchase method of accounting under APB 16 and SFAS 141 requires recording of acquired assets, including identifiable intangible assets, and liabilities assumed at their respective estimated fair value at the date of acquisition. Also, in accordance with SFAS No. 142 'Goodwill and Other Intangible Assets', which was adopted by Konami and its subsidiaries on April 1, 2002 in its entirety, goodwill and certain acquired intangible assets are no longer subject to amortization but are subject to assessments for impairment based on fair value. The differences between U.S. GAAP and Japanese GAAP therefore result from application of the purchase method of accounting and the differences in initial recognition and the subsequent amortization of goodwill and certain identifiable intangible assets. Effects of such differences on income before income taxes are an increase in income of Y1,651 million ($13,467 thousand) related to cessation of goodwill amortization and a decrease of Y1,613 million ($13,157 thousand) related to identifiable intangible assets for the six months ended September 30, 2002. (b) Long-lived Assets Basis Differences Long-lived assets are carried at cost less applicable depreciation or amortization and impairment losses recognized. Recognition of impairment losses is required when events and circumstances indicate that the carrying amount of those long-lived assets will not be recoverable. (c) Accrued Pension and Severance Costs Konami and its subsidiaries account for their pension plans in accordance with SFAS No. 87, 'Employers' Accounting for Pensions'. Certain of their plans have been determined to be a multiemployer defined benefit plan which requires recognition of net pension cost based on the amount of required contribution for the period. (d) Directors' Bonuses Directors' bonuses are charged to earnings. (e) Software Development Costs Konami and its subsidiaries account for software development costs for internal use in accordance with SOP 98-1, 'Accounting for the Costs of Computer Software Developed or Obtained for Internal Use', which requires expensing of costs incurred during the preliminary planning stage as well as post-implementation stage, and capitalization of costs incurred during the application development stage. (f) Capital Leases Konami and its subsidiaries capitalize all leased property meeting specified criteria under SFAS No. 13 'Accounting for Leases' as property and equipment based on the present value of the future minimum lease payments. 2. Business and Organization Konami was founded in 1969 and was incorporated under the laws of Japan in March 1973. Konami and its subsidiaries engage in production and sale of game software for home video game systems, game machines for installation in amusement arcades and other entertainment venues and other amusement-related products, and operation of health and fitness club facilities. The principal markets for Konami and its subsidiaries' products are Japan, North America, Europe, Asia and Australia while all of its health and fitness club facility operations are in Japan. Substantially all of Konami and its subsidiaries' revenues from video game software have historically been derived from sales of software for use on proprietary game platforms developed and manufactured by other manufacturers. Konami and its subsidiaries may only publish its games for use on the manufacturers' game platforms if it receives a platform license from them, which is generally for an initial term of several years and may be extended for additional one-year terms. If Konami and its subsidiaries cannot obtain licenses to develop video game software from manufacturers of popular game platforms or if any of its existing license agreements are terminated, it will not be able to release software for those platforms, which may have a negative impact on its results of operations and profitability. To date, Konami and its subsidiaries have always obtained extensions or new agreements with the platform manufacturers. These licenses include other provisions such as approval rights by the manufacturers of all products and related promotional materials which could have an effect on Konami and its subsidiaries' costs and the timing of release of new game titles. In the United States, Canada and Australia, the manufacture and distribution of Konami and its subsidiaries' gaming machines are subject to numerous federal, state and local regulations. In addition, Konami and its subsidiaries may be subject to regulation as a gaming operator if it enters into lease participation agreements under which it shares in the revenues generated by gaming machines. These regulations are constantly changing and evolving, and may curtail gaming in various jurisdictions in the future, which would decrease the number of jurisdictions from which Konami and its subsidiaries can generate revenues. Konami and its subsidiaries and their key personnel are subject to an extensive investigation before each jurisdictional gaming license is issued. Also, Konami and its subsidiaries' gaming machines are subjected to independent testing and evaluation prior to approval from each jurisdiction. Generally, regulatory authorities have broad discretion when granting, renewing or revoking these game approvals and licenses. 3. Translation into U.S. Dollars The accompanying consolidated financial statements are stated in Japanese yen, the currency of the country in which Konami is incorporated and principally operates. The U.S. dollar amounts included herein represent a translation using the mid price for telegraphic transfer of U.S. dollars for yen quoted by The Bank of Tokyo-Mitsubishi, Ltd. as of September 30, 2002 of Y122.6 to $1 and are included solely for the convenience of the reader. The translation should not be construed as a representation that the yen amounts have been, could have been, or could in the future be converted into U.S. dollars at the above or any other rate. 4. Summary of Significant Accounting Policies (a) Consolidation Policy The accompanying consolidated financial statements include the accounts of Konami and all of its majority-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. (b) Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with an initial maturity of three months or less. (c) Marketable Securities Konami and its subsidiaries classify their debt and equity securities into one of the three categories: trading, available-for-sale, or held-to-maturity securities. Trading securities are bought and held primarily for the purpose of selling them in the near term. Held-to-maturity securities are those securities in which Konami and its subsidiaries have the ability and intent to hold them until maturity. All securities not included in trading or held-to-maturity categories are classified as available-for-sale. Trading and available-for-sale securities whose fair values are readily determinable are recorded at fair value. Held-to-maturity securities are recorded at amortized cost, adjusted for the amortization or accretion of premiums or discounts. Unrealized holding gains and losses on trading securities are included in earnings. Unrealized gains and losses, net of the related tax effect, on available-for-sale securities are excluded from earnings and are reported as a separate component of accumulated other comprehensive income until realized. Realized gains and losses from sale of available-for-sale securities are determined based on the average cost method. A decline in the market value of any available-for-sale security below cost that is deemed to be other than temporary results in a reduction in carrying amount to fair value. The impairment is charged to earnings and a new cost basis for the security is established. Dividend income is recognized when earned. As of September 30, 2002 and March 31, 2002, all equity securities held by Konami are classified as available-for-sale. (d) Investments in Affiliates For those investments in affiliates in which Konami's voting interest is between 20% and 50% and it has the ability to exercise significant influence over the affiliate's operations, the equity method of accounting is used. Under this method, the investment originally recorded at cost is adjusted to recognize Konami's share of the net earnings or losses of the affiliates, including amortization of the excess of Konami's cost over its percentage interest in the net assets of each affiliate. All significant intercompany profits from these affiliates have been eliminated. Investments in non-marketable equity securities in which Konami's ownership is less than 20% are carried at cost. A decline in the value of a non-marketable equity security below cost that is deemed to be other than temporary results in a reduction in carrying amount to fair value. The impairment is charged to earnings and a new cost basis for the security is established. e) Inventories Inventories, consisting of merchandise for resale, finished products, work-in-process, raw materials and supplies, are stated at the lower of cost or market. Cost is determined by the first-in, first-out method for merchandise, by the specific identification method for software products, and by the average method for others. (f) Property and Equipment Property and equipment are carried at cost. Depreciation is computed on the declining-balance method using estimated useful lives ranging from 3 to 50 years for buildings and structures and from 2 to 20 years for tools, furniture and fixtures. Equipment under capital leases is stated at the present value of minimum lease payments and is amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset, which ranged from 2 to 8 years. Ordinary maintenance and repairs are expensed as incurred. Major replacements and improvements are capitalized. When properties are retired or otherwise disposed of, the property and related accumulated depreciation accounts are relieved of the applicable amounts and any differences are included in operating income or expenses. (g) Intangible Assets Other Than Goodwill Under the provisions of SOP 98-1, 'Accounting for the Costs of Computer Software Developed or Obtained for Internal Use,' Konami and its subsidiaries have capitalized costs associated with software systems for internal use, that have reached the application stage and meet recoverability tests as capitalized computer software. Such capitalized costs primarily include external direct costs utilized in developing or obtaining the applications. Capitalization of such costs ceases at the point in which the project is substantially complete and ready for its intended use, and the costs capitalized are amortized on a straight-line basis over the estimated useful life of each application, ranging from two to five years. Konami and its subsidiaries expense costs incurred during the preliminary project stage which include costs for making strategic decisions about the project, and determining performance and system requirements. Konami and its subsidiaries also expense costs incurred for internal-use software in the post-implementation stage such as training and maintenance costs. Identifiable intangible assets represent intangible assets related to trademarks, membership lists, gaming licenses, existing technology, customer relationships and franchise contracts acquired in connection with acquisitions of subsidiaries. Intangible assets related to trademarks, gaming licenses, and franchise contracts are determined to have an indefinite useful life. Intangible assets with an indefinite life acquired prior to June 30, 2001 had been amortized using the straight-line method over 40 years in accordance with the requirements under APB No. 17, 'Intangible Assets'. Intangible assets with an indefinite life acquired after June 30, 2001 have not been subject to amortization according to the non-amortization provisions of SFAS No. 142 which is discussed in (h) below. Intangible assets related to membership lists, existing technology, and customer relationships have been amortized over their estimated useful lives of 2 to 5 years. Konami and its subsidiaries have assessed these intangible assets for impairment as described in (h) and (i) below. (h) Goodwill Goodwill represents the difference between the cost of acquired companies and amounts allocated to the estimated fair value of their net assets. In June 2001, the Financial Accounting Standards Board ('FASB') issued SFAS No. 141, 'Business Combinations,' which supercedes APB No. 16. SFAS No. 141 requires all business combinations initiated after June 30, 2001 to be accounted for under the purchase method of accounting. In addition, SFAS No. 141 establishes criteria for the recognition of intangible assets separately from goodwill. Konami and its subsidiaries adopted SFAS No. 141 on June 30, 2001 and the adoption did not have a material effect on Konami and its subsidiaries' results of operations, financial position or cash flows. In June 2001, the FASB issued SFAS No. 142, 'Goodwill and Other Intangible Assets'. Under SFAS No. 142, unamortized goodwill and certain other intangible assets are no longer subject to amortization over their useful lives, but are subject at least annually to assessments for impairment based on fair value. Goodwill and intangible assets acquired after June 30, 2001 are subject immediately to the non-amortization and amortization provisions of SFAS No. 142. Goodwill and other intangible assets acquired prior to June 30, 2001, were not subject to the non-amortization and amortization provisions until SFAS No. 142 was fully adopted by Konami and its subsidiaries on April 1, 2002. There was no transitional impairment charge of unamortized goodwill and intangible assets based on their fair value for any of the reporting units as of the April 1, 2002 measurement date. Konami and its subsidiaries expect that the adoption of SFAS No. 142 will have a significant impact on future operating results as income will increase as a result of reduced amortization expense. Prior to the adoption of SFAS No. 142, the recoverability of goodwill was assessed according to SFAS No. 121 as described in (i) below. Goodwill acquired prior to June 30, 2001 had been amortized on a straight-line basis over the estimated useful life of 20 years in accordance with the requirements under APB No. 17. Goodwill acquired after June 30, 2001 has not been subject to amortization according to the non-amortization provisions of SFAS No. 142. (i) Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of Konami and its subsidiaries' long-lived assets are reviewed for impairment according to SFAS No. 121, 'Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,' whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Factors Konami and its subsidiaries consider important which could trigger an impairment review include: significant underperformance relative to expected historical or projected future operating results; significant changes in the manner of the use of the acquired assets or the strategy for overall business; significant negative industry or economic trends; significant decline in the stock price of the acquired entity for a sustained period; and market capitalization of the acquired entity relative to its net book value. When it is determined that the carrying amount of assets to be held and used may not be recoverable based upon the existence of one or more of these indicators of impairment, recoverability is measured by a comparison of the carrying amount of an asset to future net cash flows (undiscounted and without interest charges) expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. In August 2001, the FASB issued SFAS No. 144, 'Accounting for the Impairment or Disposal of Long-Lived Assets'. SFAS No. 144 supercedes SFAS No. 121, but retains SFAS No. 121's fundamental provisions for (a) recognition and measurement of impairment of long-lived assets held and used and (b) measurements of long-lived assets disposed of by sale. SFAS No. 144 also supercedes Accounting Principle Board Opinion No. 30 'Reporting the Results of Operation - Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions' for segments of a business to be disposed of but retains APB No. 30's requirement to report discontinued operations separately from continuing operations. SFAS 144 also extends reporting of discontinued operations to a part of a company that either has been disposed of or is classified as held for sale. SFAS No. 144 is effective for fiscal years beginning after December 15, 2001, and interim periods within those fiscal years. Konami and its subsidiaries adopted SFAS No. 144 on April 1, 2002 and the adoption did not have a material effect on the results of operations, financial position or cash flows. (j) Derivative Financial Instruments From time to time, Konami and its subsidiaries use certain derivative financial instruments to manage its foreign currency risks. Konami and its subsidiaries may enter into forward contracts to reduce its exposure to short-term (generally no more than one year) movements in exchange rates applicable to firm funding commitments that are denominated in currencies other than the Japanese yen. Effective April 1, 2001, Konami and its subsidiaries adopted SFAS No. 133, 'Accounting for Derivative Instruments and Hedging Activities.' span style= 'mso-spacerun: yes'> SFAS No. 133, as amended, requires that all derivative instruments be reported on the balance sheet as either assets or liabilities measured at fair value. For derivative instruments designated and effective as fair value hedges, changes in the fair value of the derivative instrument and of the hedged item attributable to the hedged risk are recognized in earnings. For derivative instruments designated as cash flow hedges, the effective portion of any hedge is reported in other comprehensive income until it is recognized in earnings in the same period in which the hedged item affects earnings. Any amounts excluded from the assessment of hedge effectiveness as well as the ineffective portion of all hedges are reported in current earnings each period. Changes in fair value of derivative instruments that are not designated as a hedge are recorded each period in current earnings. If a derivative instrument is not designated as a hedge, the gain or loss is recognized in earnings in the period of change. The adoption of SFAS 133 did not have a material impact on Konami and its subsidiaries' consolidated financial position and results of operations. To date, there has been no derivative instrument designated as a hedge by Konami and its subsidiaries. (k) Severance and Retirement Plans Konami and its domestic subsidiaries have defined benefit severance and retirement plans which are accounted for in accordance with SFAS No. 87, 'Employers' Accounting for Pensions.' It was not feasible to obtain actuarial information necessary to implement the standard as of the effective date as specified in the standard of April 1, 1989. Upon adoption, Konami and its subsidiaries recognized the entire amount of the transition obligation of Y199 million as a direct deduction to beginning shareholders' equity to reflect the effect of the retroactive adoption as of April 1, 1989. (l) Income Taxes Konami and its subsidiaries account for income taxes in accordance with SFAS No. 109, 'Accounting for Income Taxes.' Under SFAS No. 109, deferred income taxes are recognized by the asset and liability method for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards, using enacted tax rates in effect for the years in which those temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. (m) Revenue Recognition Konami and its subsidiaries derive revenue from primarily two sources: (i) product revenue, which includes packaged game software and other products, game machines and related equipment and components, and (ii) membership fee revenue from health and fitness club members. Konami and its subsidiaries' revenue recognition criteria are as follows: Persuasive Evidence of an Arrangement. For product sales, it is Konami and its subsidiaries' customary practice to have a written contract, which is signed by both the customer and Konami and its subsidiaries, or a purchase order or amendment to the written contract from those customers that have previously negotiated a standard purchase agreement. For Konami and its subsidiaries' health and fitness clubs, members are required to sign a standard monthly membership agreement upon admission, which is automatically renewed unless the member provides advance notice of his or her intention to cancel prior to the tenth day of the month at the end of which the membership will terminate. Delivery Has Occurred. Packaged game software and other products are physically delivered to customers. Also, Konami and its subsidiaries' game machines and related equipment are physically delivered to customers as a fully-assembled, ready to be installed unit. Accordingly, Konami and its subsidiaries recognize revenue from product sales upon delivery since the terms of the sale are based on free on board ('FOB') destination. Generally, Konami and its subsidiaries do not permit exchanges or accept returns of unsold merchandise except in the case of obvious defects. In certain limited circumstances Konami and its subsidiaries may allow returns, for which Konami and its subsidiaries estimate the related allowances based upon management's evaluation of historical experience, the nature of the software titles and other factors. These estimates are deducted from gross sales. Revenue from health and fitness club membership is derived primarily from monthly membership fees from club members. Revenue for those fees is recognized as monthly charges are generally made to the members' accounts in advance, at the end of each month, with respect to the following month's membership. This policy requires Konami to defer the applicable membership fee revenue for one month. Initial membership fee revenue is deferred and recognized over the estimated period of the related membership. The Price is Fixed or Determinable. The price customers pay for Konami and its subsidiaries' products is negotiated at the outset of an arrangement, and is generally determined by the specific volume of product to be delivered. Therefore, the prices are considered to be fixed or determinable at the start of the arrangement. Konami and its subsidiaries' membership fee for health and fitness clubs is fixed at the time of admission of the member. Collection is Probable. Probability of collection is assessed on a customer-by-customer basis. Konami and its subsidiaries typically sell to customers with whom Konami and its subsidiaries have a history of successful collection. New customers are subjected to a credit review process that evaluates the customers' financial position and ultimately their ability to pay. For Konami and its subsidiaries' health and fitness clubs, the collectibility of membership fees is assured as it generally charges members' accounts one-month in advance. (n) Software Development Costs Research and development expenses are charged to income as incurred. Research and development expenses included in selling, general and administrative expenses amounted to Y509 million ($4,152 thousand) and Y861 million for the six months ended September 30, 2002 and the year ended March 31, 2002, respectively, in the accompanying consolidated statements of income. SFAS No. 86, 'Accounting for the Cost of Computer Software to be Sold, Leased, or Otherwise Marketed', provides for the capitalization of certain software development costs incurred after technological feasibility is established or for development costs that have alternative future uses. Under Konami and its subsidiaries' current practice of developing new game software products, the technological feasibility is not established until substantially all development activities are complete, which generally include the development of a working template and the related tools. For game products where a proven game engine technology exists and other criteria supporting the technological feasibility of the game title in development have been met, which include coding and testing of unique or unproven functions and features, Konami and its subsidiaries capitalize these costs and begin to expense them upon release of the product through cost of revenues or when they are deemed unrecoverable. (o) Royalties and License Fees Konami pays royalties and license fees to professional sports organizations and certain other third parties for use of their trade names. Minimum portions of such royalties and license fees paid up-front are recorded as prepaid royalties and are expensed to cost of products sold over the contractual terms ranging primarily from 4 to 12 months. Variable portions of such royalties and license fees, which are generally determined based on the number of copies shipped at the predetermined royalty rates, are expensed to cost of products sold based on actual shipment. Management periodically evaluates the future realizability of prepaid royalties and charges to income any amounts deemed unlikely to be realized. Prepaid royalties amounted to Y831 million ($6,778 thousand) and Y1,005 million at September 30, 2002 and March 31, 2002, respectively, and were included in Prepaid expenses and other current assets in the accompanying consolidated balance sheets. (p) Advertising Expenses Advertising expenses are charged to earnings as incurred and are included in selling, general and administrative expenses in the accompanying consolidated statements of income. Advertising expenses amounted to Y 5,101million ($41,607 thousand) and Y6,973 million for the six months ended September 30, 2002 and the year ended March 31, 2002, respectively. (q) Stock-based Compensation Konami accounts for its stock-based compensation plan to directors and employees using the intrinsic value based method prescribed by APB No. 25, 'Accounting for Stock Issued to Employees' and FASB Interpretation No. 44, 'Accounting for Certain Transactions Involving Stock Compensation-an Interpretation of APB No. 25' ('FIN No. 44'). As such, compensation expense is recorded on the date of grant only if the current fair value of the underlying stock exceeds the exercise price. SFAS No. 123, 'Accounting for Stock-Based Compensation,' allows companies to continue to apply the provisions of APB No. 25. Konami and its subsidiaries have elected to continue to apply the provisions of APB No. 25 for their stock-based compensation plans to directors and employees. (r) Issuance of Stock by Subsidiaries The change in Konami's proportionate share of subsidiary equity resulting from issuance of stock by the subsidiary is accounted for as gain or loss, including the related income tax effect, in the period such shares are issued provided the sale of such shares by the subsidiary is not a part of a broader corporate reorganization contemplated or planned by the registrant. If such transaction is considered to be a part of a broader corporate reorganization, it is accounted for as a capital transaction in the consolidated financial statements. (s) Comprehensive Income SFAS No. 130, 'Reporting Comprehensive Income,' requires classification of other comprehensive income in a financial statement and display of other comprehensive income separately from retained earnings and additional paid-in capital. Other comprehensive income includes primarily foreign currency translation adjustments and unrealized gains (losses) from marketable securities considered available-for-sale. (t) Translation of Foreign Currencies Transactions denominated in foreign currencies are recorded using the exchange rates in effect as of the transaction dates. The related foreign currency asset and liability balances are translated based on exchange rates prevailing at each balance sheet date with the resulting gain/loss charged to income. Assets and liabilities of a foreign subsidiary where the functional currency is other than Japanese yen are translated into Japanese yen at the exchange rates in effect at the balance sheet date. Revenue and expense accounts are translated at average exchange rates during the current period. The resulting translation adjustments are included in accumulated other comprehensive income. (u) Earnings Per Share Earnings per share ('EPS') is presented in accordance with the provisions of SFAS No. 128, 'Earnings Per Share.' Under SFAS No. 128, basic EPS excludes dilution for potential common stock and is computed by dividing consolidated net income by the weighted-average number of common shares outstanding. Diluted EPS reflects the effect of potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Diluted net income per share is calculated by dividing net income by the sum of the weighted-average number of shares plus additional shares that would be outstanding if potential dilutive shares had been issued. Konami has no dilutive securities outstanding at September 30, 2002 and March 31, 2002, and therefore there is no difference between basic and diluted EPS. (v) Use of Estimates Preparation of these consolidated financial statements requires management of Konami and its subsidiaries to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of financial statements, and the reported amounts of revenue and expenses during the reporting periods. There can be no assurance that actual results will not differ from those estimates. (w) Recent Pronouncements In June 2001, the FASB issued SFAS No. 143, 'Accounting for Asset Retirement Obligations' SFAS No. 143 is effective for Konami and its subsidiaries beginning April 1, 2003. SFAS No. 143 requires that legal obligations associated with the retirement of tangible long-lived assets be recorded as a liability and measured at fair value when those obligations are incurred if an estimate of fair value is possible. When a company initially recognizes a liability for an asset retirement obligation, it must capitalize the cost by recognizing an increase in the carrying amount of the related long-lived asset. Konami and its subsidiaries are in the process of determining the impact, if any, that SFAS No. 143 will have on the results of operations and financial position. In April 2002, the FASB issued SFAS No. 145, 'Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections'. SFAS No. 145 provides for the rescission of several previously issued accounting standards, new accounting guidance for the accounting for certain lease modifications and various technical corrections that are not substantive in nature to existing pronouncements. SFAS No. 145 will be adopted beginning April 1, 2003, except for the provisions relating to the amendment of SFAS No.13, which will be adopted for transactions occurring subsequent to May 15, 2002. Adoption of SFAS No. 145 will not have a material impact on the consolidated financial statements. In June 2002, the FASB issued SFAS No. 146, 'Accounting for Costs Associated with Exit or Disposal Activities'. SFAS No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, ('Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring)'. This statement requires recognition of a liability for a cost associated with an exit or disposal activity when the liability is incurred, as opposed to when the entity commits to an exit plan under EITF No. 94-3. The provisions of this statement are effective for exit or disposal activities that are initiated after December 31, 2002. The adoption of SFAS No. 146 is not expected to have a material impact on the consolidated financial statements. 5. Acquisitions Konami has acquired varying interests in subsidiaries during the periods presented. Konami has used the purchase method of accounting for all such acquisitions and, accordingly, has allocated the purchase price based on the estimated fair value of net assets of the acquired companies. Such companies have been included in the accompanying consolidated financial statements since the dates of acquisition. In February 2002, Konami acquired 82.17% of the issued and outstanding shares of Daiei Olympic Sports Club, Inc., a non-public health and fitness club operator in Japan and a subsidiary of The Daiei Inc., for the total cash consideration of Y3,604 million including direct acquisition costs. The acquired company was then renamed Konami Olympic Sports Club Corporation ('Konami Olympic'). The acquisition of Konami Olympic was made for the purpose of expanding the health and fitness club operations of Konami Sports Corporation ('Konami Sports'). Konami used the purchase method of accounting to account for the acquisition of Konami Olympic, and accordingly, the purchase price has been allocated to the tangible and intangible net assets of Konami Olympic based on the estimated fair value of such net assets. The allocation of the purchase price was made at the time of acquisition based on preliminary analyses and valuations that were available then as the acquisition occurred near Konami and its subsidiaries'fiscal year end. The amount of consideration paid in excess of the estimated fair value of the net assets acquired of Y1,647 million was recorded as goodwill for the year ended March 31, 2002, which was adjusted to Y 1,443 million for the six months ended September 30, 2002 for a post-acquisition adjustment. Such adjustment resulted from a decrease in accrued pension cost of Konami Olympic as a result of its withdrawal from the former shareholder group's welfare pension fund in June 2002 for transfer to the fund which Konami and its domestic subsidiaries have participated. Management of Konami believes that the solid growth history and potential of Konami Olympic have contributed to the purchase price that has resulted in recognition of such goodwill. The Konami Olympic assets, liabilities and operations have been included in the consolidated financial statements since the acquisition date. The following table reflects the February 28, 2002 condensed balance sheet of Konami Olympic, as adjusted to give effect to the purchase method accounting adjustments: Millions of Yen Cash, receivables and other assets Y 7,601 Property and equipment 4,607 Identifiable intangible assets 1,596 Goodwill 1,443 Debt and capital lease obligations (6,257) Minority interest (442) Other liabilities (4,944) Y 3,604 Identifiable intangible assets of Konami Olympic include intangible assets related to trademarks of Y767 million and membership lists of Y829 million acquired. Intangible assets related to trademarks are determined to have an indefinite useful life while membership lists are estimated to have a useful life of 2 years. Goodwill arising from the acquisition of Konami Olympic has all been allocated to the Health and Fitness segment of Konami and its subsidiaries. The following unaudited pro forma condensed combined results of operations for Konami and its subsidiaries is prepared assuming that the foregoing acquisition were completed as of the beginning of the respective period in which the acquisition occurred. This pro forma condensed combined financial information does not purport to represent what Konami and its subsidiaries' results of operations would actually have been if such transaction had in fact occurred on such dates. The pro forma adjustments are based upon available information and upon certain assumptions that management believes are reasonable. Millions of Yen, except for per share data Year ended March 31, 2002 Net revenue Y 238,070 Net income 10,780 Basic and diluted net income per share 84.45 6. Marketable and Investment Securities Marketable and investment securities at September 30, 2002 and March 31, 2002 consisted of the following: Millions of Yen September 30, 2002 March 31, 2002 Cost Gross unrealized Gross Fair value Cost Gross Gross Fair gains unrealized unrealized unrealized value losses gains losses Available-for-sale: Marketable equity securities Y 188 Y 1 Y 118 Y 71 Y 191 Y 6 Y 107 Y 90 Other securities 200 - 102 98 200 - 86 114 Total Y 388 Y 1 Y 220 Y 169 Y 391 Y 6 Y 193 Y 204 Thousands of U.S. Dollars September 30, 2002 Cost Gross unrealized Gross Fair value gains unrealized losses Available-for-sale: Marketable equity securities $ 1,534 $ 8 $ 963 $ 579 Other securities 1,631 - 832 799 Total $ 3,165 $ 8 $ 1,795 $ 1,378 7. Property and Equipment Property and equipment at September 30, 2002 and March 31, 2002 consisted of the following: Millions of Yen Thousands of U.S. Dollars September 30, 2002 March 31, September 30, 2002 2002 Property and equipment, at cost: Land Y 8,327 Y 7,797 $ 67,920 Buildings and structures 52,169 52,733 425,522 Tools, furniture and fixtures 23,129 24,802 188,654 Construction in progress 175 175 1,427 Total 83,800 85,507 683,523 Less-Accumulated depreciation (40,517) 41,945) (330,481) Net property and equipment Y 43,283 Y 43,562 $ 353,042 Depreciation expense for the six months ended September 30, 2002 and the year ended March 31, 2002 amounted to Y3,401 million ($27,741 thousand) and Y 7,688 million, respectively. 8. Goodwill and Identifiable Intangible Assets Goodwill and identifiable intangible assets, primarily representing intangible assets acquired in connection with acquisitions of subsidiaries, at September 30, 2002 and March 31, 2002 consisted of the following: Amortized intangible assets, net of accumulated Millions of Yen Thousands of U.S. Dollars amortization: September 30, 2002 March 31, September 30, 2002 2002 Goodwill Y - Y 37,064 $ - Trademarks - 50,277 Membership lists 5,915 5,915 48,246 Existing technology 736 800 6,004 Customer relationships 86 93 701 Franchise contracts - 6,785 - Total 6,737 100,934 54,951 Less-Accumulated amortization (4,873) (6,734) (39,747) Net goodwill and identifiable intangible assets Y 1,864 Y 94,200 $ 15,204 Unamortized intangible assets: Millions of Yen Thousands of U.S. Dollars September 30, 2002 March 31, September 30, 2002 2002 Goodwill Y 37,150 Y 1,772 $ 303,018 Trademarks 49,682 767 405,236 Franchise contracts 6,601 - 53,842 Gaming licenses 240 255 1,958 Total Y 93,673 Y 2,794 $ 764,054 Goodwill acquired prior to June 30, 2001 had been amortized on a straight-line basis over the estimated useful life of 20 years in accordance with the requirements under APB No. 17 until SFAS No. 142 was fully adopted by Konami and its subsidiaries on April 1, 2002. Goodwill acquired after June 30, 2001 has not been subject to amortization according to the non-amortization provisions of SFAS No. 142. Trademarks, franchise contracts and gaming licenses are determined to have an indefinite useful life while membership lists, existing technology and customer relationships are estimated to have useful lives of 2 to 5 years. Intangible assets with an indefinite life acquired prior to June 30, 2001 had been amortized using the straight-line method over 40 years in accordance with the requirements under APB No. 17 until SFAS No. 142 was fully adopted by Konami and its subsidiaries on April 1, 2002. Intangible assets with an indefinite life acquired after June 30, 2001 have not been subject to amortization according to the non-amortization provisions of SFAS No. 142. Aggregate amortization expense for the six months ended September 30, 2002 and the year ended March 31, 2002 was Y1,707 million ($13,923 thousand) and Y6,233 million, respectively. Effective, April 1, 2002, Konami and its subsidiaries adopted SFAS No. 142 in its entirety. As a result, amortization on goodwill, equity method goodwill and intangible assets with an indefinite life acquired prior to June 30, 2001 has ceased and such assets will be assessed annually for impairment. Konami and its subsidiaries had no transitional impairment charge of unamortized goodwill and intangible assets based on their fair value for any of its reporting units as of the April 1, 2002 measurement date. The changes in the carrying amount of goodwill for the six months ended September 30, 2002 are as follows: Millions of Yen Gaming Health and Fitness Content segment segment Total Balance at April 1, 2002 Y 125 Y 36,700 Y 36,825 Additional acquisitions during the period - 529 529 Post-acquisition adjustment - (204) (204) Balance at September 30, 2002 Y 125 Y 37,025 Y 37,150 Thousands of U.S. Dollars Gaming Health and Fitness Content segment segment Total Balance at April 1, 2002 $ 1,020 $ 299,347 $ 300,367 Additional acquisitions during the period - 4,315 4,315 Post-acquisition adjustment - (1,664) (1,664) Balance at September 30, 2002 $ 1,020 $ 301,998 $ 303,018 Konami acquired additional shares of Konami Sports and Konami Olympic during the six months ended September 30, 2002. As a result, additional goodwill was recorded at the Health and Fitness segment for the excess cost over the estimated fair value of the additional net assets acquired. The post-acquisition adjustment for goodwill resulted from a decrease in accrued pension cost of Konami Olympic as a result of its withdrawal from the former shareholder group's welfare pension fund in June 2002. 9. Derivative Financial Instruments Konami and its subsidiaries use foreign exchange forward contracts with terms ranging from 3 to 6 months to reduce its exposure to short-term movements in the exchange rates applicable to firm funding commitments denominated in currencies other than Japanese yen. The aggregate notional amounts of derivative financial instruments outstanding at September 30, 2002 and March 31, 2002 were as follows: Millions of Yen Thousands of September 30, March 31, U.S. Dollars 2002 2002 September 30, 2002 Forward exchange contracts: To sell foreign currencies Y 7,010 Y 6,793 Y 57,178 Konami and its subsidiaries do not designate the forward exchange contracts as hedges. Accordingly the foreign currency losses of Y225 million ($1,835 thousand) and Y49 million arising from these forward exchange contracts at September 30, 2002 and March 31, 2002, respectively, were included in earnings under the caption Other, net in the accompanying consolidated statements of income. Foreign exchange net gains and (losses), including those on these forward exchange contracts, for the six months ended September 30, 2002 and the year ended March 31, 2002 were Y305million ($2,488 thousand) and Y335 million, respectively. Effects of exchange rate changes subsequent to September 30, 2002 on the fair value of those forward exchange contracts have not been significant as of the reporting date. 10. Fair Value of Financial Instruments Cash and cash equivalents, Trade notes and accounts receivable, Trade notes and accounts payable, Accrued expenses, and Short term borrowings The carrying amount approximates fair value because of the short maturity of these instruments. Investments in marketable securities The fair values of Konami and its subsidiaries' investments in marketable securities are based on quoted market prices. Investments in non-marketable securities For investments in non-marketable securities for which there are no quoted market prices, a reasonable estimate of fair value could not be made without incurring excessive costs. It was not practicable to estimate the fair value of common stock representing certain untraded companies. These investments are carried at cost. Long-term debt The fair values of Konami and its subsidiaries' long-term debt instruments are based on the quoted price in the most active market or the present value of future cash flows associated with each instrument discounted using Konami's current borrowing rate for similar debt instruments of comparable maturity. Derivative financial instruments The fair values of derivative financial instruments, consisting principally of foreign exchange contracts, all of which are used for purposes other than trading, are estimated by obtaining quotes from brokers. The estimated fair values of Konami and its subsidiaries' financial instruments at September 30, 2002 and March 31, 2002 are as follows: Millions of Yen Thousands of U.S. Dollars September 30, 2002 March 31, 2002 September 30, 2002 Carrying Estimated Carrying Estimated Carrying Estimated amount fair value amount fair value amount fair value Nonderivatives: Investment in marketable securities Y 169 Y 169 Y 204 Y 204 $ 1,378 $ 1,378 Long-term debt, including current installments (45,325) (43,803) (47,838) (45,329) (369,698) (357,284) Derivatives: Foreign exchange forward contracts: Assets - - 8 8 - - Liabilities (225) (225) (57) (57) (1,835) (1,835) Limitations Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instruments. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. 11. Supplemental Disclosures to Consolidated Statements of Cash Flows Millions of Yen Thousands of U.S. Dollars Six months ended September Year ended March 31, Six months ended September 30, 2002 2002 30, 2002 Cash paid during the period for: Interest Y 430 Y 691 $ 3,507 Income taxes 12,839 19,010 104,723 Cash acquisitions of new subsidiaries: Fair value of assets acquired - 30,849 - Liabilities assumed - (29,048) - Goodwill - 1,772 - Minority interest - (4,265) - Cash paid, net of cash acquired - (692) - Cash sale of all shares in a subsidiary: Assets transferred 2,018 - 16,460 Liabilities transferred (489) - (3,988) Gain on sale of subsidiary shares 552 - 4,502 Cash proceeds received, net of cash transferred 2,081 - 16,974 Property acquired under capital leases during the period 1,997 1,923 16,289 This information is provided by RNS The company news service from the London Stock Exchange
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