FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of February 2013
Commission File Number: 1-31452
KONAMI CORPORATION
(Translation of registrant’s name into English)
7-2, Akasaka 9-chome
Minato-ku, Tokyo 107-8323
Japan
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Information furnished in this form:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | |
| | | | KONAMI CORPORATION |
| | | |
Date: February 20, 2013 | | | | By: | | /s/ Takuya Kozuki |
| | | | Name: | | Takuya Kozuki |
| | | | Title: | | Representative Director, President |
KONAMI CORPORATION filed its Quarterly Securities Report for the nine-month period ended December 31, 2012 with the Director of the Kanto Local Finance Bureau of the Ministry of Finance of Japan on February 14, 2013. The following is the summary of the Quarterly Securities Report.
| 1. | Selected Financial Data |
| 1. | Risks Relating to Our Business |
| 3. | Results of Operations and Financial position |
| C. | Information on Reporting Company |
| b. | Stock Acquisition Rights |
| c. | Convertible Bonds Exercise |
| e. | Common Stock and Additional Paid-in Capital |
| 2. | Directors and Corporate Auditors |
| 1. | Quarterly Consolidated Financial Statements |
II | Information on Guarantors |
1. Consolidated Financial Statements
(1) Consolidated Balance Sheets (Unaudited)
| | | | | | | | |
| | Millions of Yen | |
| | March 31, 2012 | | | December 31, 2012 | |
ASSETS | | | | | | | | |
CURRENT ASSETS: | | | | | | | | |
Cash and cash equivalents | | ¥ | 76,451 | | | ¥ | 58,146 | |
Trade notes and accounts receivable, net of allowance for doubtful accounts of ¥380 million at March 31, 2012 and ¥224 million at December 31, 2012 | | | 33,647 | | | | 24,908 | |
Inventories | | | 22,121 | | | | 29,293 | |
Deferred income taxes, net | | | 20,503 | | | | 19,935 | |
Prepaid expenses and other current assets | | | 9,243 | | | | 13,961 | |
| | | | | | | | |
Total current assets | | | 161,965 | | | | 146,243 | |
| | | | | | | | |
| | |
PROPERTY AND EQUIPMENT, net | | | 62,251 | | | | 62,906 | |
| | |
INVESTMENTS AND OTHER ASSETS: | | | | | | | | |
Investments in marketable securities | | | 429 | | | | 394 | |
Investments in affiliate | | | 2,184 | | | | 2,179 | |
Identifiable intangible assets | | | 41,283 | | | | 42,213 | |
Goodwill | | | 21,875 | | | | 21,897 | |
Lease deposits | | | 26,827 | | | | 26,915 | |
Deferred income taxes, net | | | 976 | | | | 1,114 | |
Other assets | | | 10,216 | | | | 10,423 | |
| | | | | | | | |
Total investments and other assets | | | 103,790 | | | | 105,135 | |
| | | | | | | | |
TOTAL ASSETS | | ¥ | 328,006 | | | ¥ | 314,284 | |
| | | | | | | | |
See accompanying notes to consolidated financial statements.
– 1 –
| | | | | | | | |
| | Millions of Yen | |
| | March 31, 2012 | | | December 31, 2012 | |
LIABILITIES | | | | | | | | |
CURRENT LIABILITIES: | | | | | | | | |
Short-term borrowings | | ¥ | 2,300 | | | ¥ | 4,082 | |
Current portion of long-term debt | | | 5,000 | | | | 5,000 | |
Current portion of capital lease and financing obligations | | | 2,458 | | | | 2,186 | |
Trade notes and accounts payable | | | 16,290 | | | | 12,291 | |
Accrued income taxes | | | 10,449 | | | | 4,354 | |
Accrued expenses | | | 19,993 | | | | 17,330 | |
Deferred revenue | | | 5,595 | | | | 6,356 | |
Other current liabilities | | | 5,805 | | | | 5,977 | |
| | | | | | | | |
Total current liabilities | | | 67,890 | | | | 57,576 | |
| | | | | | | | |
LONG-TERM LIABILITIES: | | | | | | | | |
Long-term debt, less current portion | | | 5,000 | | | | — | |
Capital lease and financing obligations, less current portion | | | 24,803 | | | | 23,192 | |
Accrued pension and severance costs | | | 1,641 | | | | 1,535 | |
Deferred income taxes, net | | | 4,024 | | | | 4,200 | |
Other long-term liabilities | | | 8,928 | | | | 8,624 | |
| | | | | | | | |
Total long-term liabilities | | | 44,396 | | | | 37,551 | |
| | | | | | | | |
TOTAL LIABILITIES | | | 112,286 | | | | 95,127 | |
| | | | | | | | |
| | |
COMMITMENTS AND CONTINGENCIES (Note 12) | | | | | | | | |
EQUITY | | | | | | | | |
KONAMI CORPORATION stockholders’ equity: | | | | | | | | |
Common stock, no par value- Authorized 450,000,000 shares; issued 143,500,000 shares at March 31, 2012 and December 31, 2012; outstanding 138,620,152 shares at March 31, 2012 and 138,618,639 shares at December 31, 2012 | | | 47,399 | | | | 47,399 | |
Additional paid-in capital | | | 74,175 | | | | 74,175 | |
Legal reserve | | | 284 | | | | 284 | |
Retained earnings | | | 107,565 | | | | 109,455 | |
Accumulated other comprehensive loss | | | (2,719 | ) | | | (1,292 | ) |
Treasury stock, at cost- 4,879,848 shares at March 31, 2012 and 4,881,361 shares at December 31, 2012 | | | (11,246 | ) | | | (11,249 | ) |
| | | | | | | | |
Total KONAMI CORPORATION stockholders’ equity | | | 215,458 | | | | 218,772 | |
| | | | | | | | |
Noncontrolling interest | | | 262 | | | | 385 | |
| | | | | | | | |
TOTAL EQUITY | | | 215,720 | | | | 219,157 | |
| | | | | | | | |
TOTAL LIABILITIES AND EQUITY | | ¥ | 328,006 | | | ¥ | 314,284 | |
| | | | | | | | |
See accompanying notes to consolidated financial statements.
– 2 –
(2)Consolidated Statements of Income and Consolidated Statements of Comprehensive Income (Unaudited)
For the nine months ended December 31, 2011 and 2012
Consolidated Statements of Income
| | | | | | | | |
| | Millions of Yen | |
| | Nine months ended December 31, 2011 | | | Nine months ended December 31, 2012 | |
NET REVENUES: | | | | | | | | |
Product sales revenue | | ¥ | 101,287 | | | ¥ | 68,399 | |
Service and other revenue | | | 93,235 | | | | 91,752 | |
| | | | | | | | |
Total net revenues | | | 194,522 | | | | 160,151 | |
| | | | | | | | |
COSTS AND EXPENSES: | | | | | | | | |
Costs of products sold | | | 62,727 | | | | 40,625 | |
Costs of services rendered and others | | | 62,847 | | | | 66,782 | |
Selling, general and administrative | | | 37,685 | | | | 37,824 | |
Earthquake related expenses | | | 342 | | | | — | |
| | | | | | | | |
Total costs and expenses | | | 163,601 | | | | 145,231 | |
| | | | | | | | |
Operating income | | | 30,921 | | | | 14,920 | |
| | | | | | | | |
OTHER INCOME (EXPENSES): | | | | | | | | |
Interest income | | | 166 | | | | 141 | |
Interest expense | | | (1,081 | ) | | | (991 | ) |
Foreign currency exchange gains, net | | | 32 | | | | 725 | |
Other, net | | | (20 | ) | | | (123 | ) |
| | | | | | | | |
Other expenses, net | | | (903 | ) | | | (248 | ) |
| | | | | | | | |
INCOME BEFORE INCOME TAXES AND EQUITY IN NET INCOME OF AFFILIATED COMPANY | | | 30,018 | | | | 14,672 | |
INCOME TAXES | | | 12,879 | | | | 5,735 | |
EQUITY IN NET INCOME OF AFFILIATED COMPANY | | | 25 | | | | 7 | |
| | | | | | | | |
NET INCOME | | | 17,164 | | | | 8,944 | |
NET INCOME ATTRIBUTABLE TO THE NONCONTROLLING INTEREST | | | 118 | | | | 123 | |
| | | | | | | | |
NET INCOME ATTRIBUTABLE TO KONAMI CORPORATION | | ¥ | 17,046 | | | ¥ | 8,821 | |
| | | | | | | | |
Consolidated Statements of Comprehensive Income
| | | | | | | | |
| | Millions of Yen | |
| | Nine months ended December 31, 2011 | | | Nine months ended December 31, 2012 | |
Net income | | ¥ | 17,164 | | | ¥ | 8,944 | |
| | | | | | | | |
Other comprehensive income (loss), net of tax: | | | | | | | | |
Foreign currency translation adjustments | | | (1,955 | ) | | | 1,375 | |
Net unrealized gains (losses) on available-for-sale securities | | | (11 | ) | | | 50 | |
Pension liability adjustment | | | 281 | | | | 2 | |
| | | | | | | | |
Other comprehensive income (loss) | | | (1,685 | ) | | | 1,427 | |
| | | | | | | | |
Comprehensive income | | | 15,479 | | | | 10,371 | |
| | | | | | | | |
Comprehensive income attributable to the non controlling interest | | | 118 | | | | 123 | |
| | | | | | | | |
Comprehensive income attributable to KONAMI CORPORATION | | ¥ | 15,361 | | | ¥ | 10,248 | |
| | | | | | | | |
| |
PER SHARE DATA: | | | | |
| | Nine months ended December 31,��2011 | | | Nine months ended December 31, 2012 | |
Net income attributable to KONAMI CORPORATION per share: | | | | | | | | |
Basic | | ¥ | 123.19 | | | ¥ | 63.63 | |
Diluted | | | 123.19 | | | | 63.63 | |
| | | | | | | | |
Weighted-average common shares outstanding | | | 138,377,599 | | | | 138,619,373 | |
Diluted weighted-average common shares outstanding | | | 138,377,599 | | | | 138,619,373 | |
See accompanying notes to consolidated financial statements.
– 3 –
For the three months ended December 31, 2011 and 2012
Consolidated Statements of Income
| | | | | | | | |
| | Millions of Yen | |
| | Three months ended December 31, 2011 | | | Three months ended December 31, 2012 | |
NET REVENUES: | | | | | | | | |
Product sales revenue | | ¥ | 39,728 | | | ¥ | 22,434 | |
Service and other revenue | | | 31,698 | | | | 31,044 | |
| | | | | | | | |
Total net revenues | | | 71,426 | | | | 53,478 | |
| | | | | | | | |
COSTS AND EXPENSES: | | | | | | | | |
Costs of products sold | | | 25,720 | | | | 14,142 | |
Costs of services rendered and others | | | 21,069 | | | | 23,057 | |
Selling, general and administrative | | | 13,894 | | | | 13,922 | |
Earthquake related expenses | | | 7 | | | | — | |
| | | | | | | | |
Total costs and expenses | | | 60,690 | | | | 51,121 | |
| | | | | | | | |
Operating income | | | 10,736 | | | | 2,357 | |
| | | | | | | | |
OTHER INCOME (EXPENSES): | | | | | | | | |
Interest income | | | 48 | | | | 50 | |
Interest expense | | | (355 | ) | | | (313 | ) |
Foreign currency exchange gains, net | | | 227 | | | | 1,094 | |
Other, net | | | (13 | ) | | | (4 | ) |
| | | | | | | | |
Other income (expenses), net | | | (93 | ) | | | 827 | |
| | | | | | | | |
INCOME BEFORE INCOME TAXES AND EQUITY IN NET INCOME OF AFFILIATED COMPANY | | | 10,643 | | | | 3,184 | |
INCOME TAXES | | | 5,038 | | | | 1,270 | |
EQUITY IN NET INCOME (LOSS) OF AFFILIATED COMPANY | | | 23 | | | | (6 | ) |
| | | | | | | | |
NET INCOME | | | 5,628 | | | | 1,908 | |
NET INCOME ATTRIBUTABLE TO THE NONCONTROLLING INTEREST | | | 44 | | | | 42 | |
| | | | | | | | |
NET INCOME ATTRIBUTABLE TO KONAMI CORPORATION | | ¥ | 5,584 | | | ¥ | 1,866 | |
| | | | | | | | |
Consolidated Statements of Comprehensive Income
| | | | | | | | |
| | Millions of Yen | |
| | Three months ended December 31, 2011 | | | Three months ended December 31, 2012 | |
Net income | | ¥ | 5,628 | | | ¥ | 1,908 | |
| | | | | | | | |
Other comprehensive income (loss), net of tax: | | | | | | | | |
Foreign currency translation adjustments | | | 387 | | | | 2,917 | |
Net unrealized gains (losses) on available-for-sale securities | | | (14 | ) | | | 23 | |
Pension liability adjustment | | | 160 | | | | 0 | |
| | | | | | | | |
Other comprehensive income | | | 533 | | | | 2,940 | |
| | | | | | | | |
Comprehensive income | | | 6,161 | | | | 4,848 | |
| | | | | | | | |
Comprehensive income attributable to the non controlling interest | | | 44 | | | | 42 | |
| | | | | | | | |
Comprehensive income attributable to KONAMI CORPORATION | | ¥ | 6,117 | | | ¥ | 4,806 | |
| | | | | | | | |
| |
PER SHARE DATA: | | | | |
| | Three months ended December 31, 2011 | | | Three months ended December 31, 2012 | |
Net income attributable to KONAMI CORPORATION per share: | | | | | | | | |
Basic | | ¥ | 40.28 | | | ¥ | 13.46 | |
Diluted | | | 40.28 | | | | 13.46 | |
| | | | | | | | |
Weighted-average common shares outstanding | | | 138,622,530 | | | | 138,619,012 | |
Diluted weighted-average common shares outstanding | | | 138,622,530 | | | | 138,619,012 | |
See accompanying notes to consolidated financial statements.
– 4 –
(3) Consolidated Statements of Cash Flows (Unaudited)
| | | | | | | | |
| | Millions of Yen | |
| | Nine months ended December 31, 2011 | | | Nine months ended December 31, 2012 | |
Cash flows from operating activities: | | | | | | | | |
Net income | | ¥ | 17,164 | | | ¥ | 8,944 | |
Adjustments to reconcile net income to net cash provided by operating activities - | | | | | | | | |
Depreciation and amortization | | | 7,082 | | | | 7,732 | |
Provision for doubtful receivables | | | 23 | | | | (183 | ) |
Loss on sale or disposal of property and equipment, net | | | 256 | | | | 108 | |
Equity in net income of affiliated company | | | (25 | ) | | | (7 | ) |
Deferred income taxes | | | 1,625 | | | | 622 | |
Change in assets and liabilities, net of businesses acquired: | | | | | | | | |
Decrease (increase) in trade notes and accounts receivable | | | (6,431 | ) | | | 9,791 | |
Increase in inventories | | | (3,676 | ) | | | (7,611 | ) |
Decrease in other receivables | | | 312 | | | | 338 | |
Decrease (increase) in prepaid expenses | | | 33 | | | | (571 | ) |
Decrease in trade notes and accounts payable | | | (3,719 | ) | | | (4,539 | ) |
Increase (decrease) in accrued income taxes, net of tax refunds | | | 2,662 | | | | (9,934 | ) |
Increase (decrease) in accrued expenses | | | 2,107 | | | | (1,578 | ) |
Increase in deferred revenue | | | 4,608 | | | | 638 | |
Decrease in advance received | | | (353 | ) | | | (112 | ) |
Increase in deposits | | | 413 | | | | 281 | |
Other, net | | | (11 | ) | | | (1,158 | ) |
| | | | | | | | |
Net cash provided by operating activities | | | 22,070 | | | | 2,761 | |
| | | | | | | | |
Cash flows from investing activities: | | | | | | | | |
Capital expenditures, including interest capitalized | | | (6,189 | ) | | | (8,283 | ) |
Proceeds from sales of property and equipment | | | 7 | | | | 73 | |
Decrease (increase) in lease deposits, net | | | 493 | | | | (10 | ) |
Decrease in term deposits, net | | | 1,412 | | | | — | |
Acquisition of business | | | — | | | | (1,245 | ) |
Other, net | | | 14 | | | | (9 | ) |
| | | | | | | | |
Net cash used in investing activities | | | (4,263 | ) | | | (9,474 | ) |
| | | | | | | | |
Cash flows from financing activities: | | | | | | | | |
Increase (decrease) in short-term borrowings, net | | | (1,600 | ) | | | 1,782 | |
Redemption of bonds | | | (5,000 | ) | | | (5,000 | ) |
Principal payments under capital lease and financing obligations | | | (1,735 | ) | | | (1,933 | ) |
Dividends paid | | | (5,546 | ) | | | (6,774 | ) |
Purchases of treasury stock by parent company | | | (24 | ) | | | (5 | ) |
Proceeds from sale-leaseback transaction | | | 1,547 | | | | — | |
Other, net | | | 2 | | | | 2 | |
| | | | | | | | |
Net cash used in financing activities | | | (12,356 | ) | | | (11,928 | ) |
| | | | | | | | |
Effect of exchange rate changes on cash and cash equivalents | | | (795 | ) | | | 336 | |
| | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | 4,656 | | | | (18,305 | ) |
| | | | | | | | |
Cash and cash equivalents, beginning of the period | | | 59,541 | | | | 76,451 | |
| | | | | | | | |
Cash and cash equivalents, end of the period | | ¥ | 64,197 | | | ¥ | 58,146 | |
| | | | | | | | |
See accompanying notes to consolidated financial statements.
– 5 –
Notes to Consolidated Financial Statements (Unaudited)
1. Basis of Presentation
KONAMI CORPORATION (the “Company”) and its subsidiaries (collectively “KONAMI”) prepared the accompanying consolidated financial statements in accordance with U.S. generally accepted accounting principles (“U.S.GAAP”). KONAMI became publicly traded on the New York Stock Exchange in September 2002, and prepares its consolidated financial statements pursuant to the terminology, forms and preparation methods required in order to issue American Depositary Shares, which are registered with the U.S. Securities and Exchange Commission.
2. Reclassifications
Certain reclassifications have been made to the prior periods’ consolidated financial statements to conform to the presentation used for the current period.
3. New Accounting Pronouncements Adopted
Effective April 1, 2012, KONAMI has adopted Accounting Standards Update (“ASU”) 2011-05 “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”, which was subsequently amended by ASU2011-12 “Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in ASU2011-05”. ASU2011-05 requires the presentation of net income and other comprehensive income in a single continuous statement or in two separate but consecutive statements and eliminates the current option to report comprehensive income in the statement of equity. ASU2011-12 would defer the requirement to separately present within net income reclassification adjustments of items out of accumulated other comprehensive income, a part of which is required in ASU2011-05. The adoption of ASU2011-05 and ASU2011-12 did not have a material impact on KONAMI’s financial position and results.
4. Inventories
Inventories at March 31, 2012 and December 31, 2012 consisted of the following:
| | | | | | | | |
| | Millions of Yen | |
| | March 31, 2012 | | | December 31, 2012 | |
Finished products | | ¥ | 7,158 | | | ¥ | 8,887 | |
Work in process | | | 10,078 | | | | 15,362 | |
Raw materials and supplies | | | 4,885 | | | | 5,044 | |
| | | | | | | | |
Total | | ¥ | 22,121 | | | ¥ | 29,293 | |
| | | | | | | | |
5. Property and Equipment
Property and equipment at March 31, 2012 and December 31, 2012 consisted of the following:
| | | | | | | | |
| | Millions of Yen | |
| | March 31, 2012 | | | December 31, 2012 | |
Property and equipment, at cost: | | | | | | | | |
Land | | ¥ | 14,532 | | | ¥ | 14,513 | |
Buildings and structures | | | 75,301 | | | | 77,161 | |
Tools, furniture and fixtures | | | 25,050 | | | | 26,106 | |
Construction in progress | | | 182 | | | | 1,966 | |
| | | | | | | | |
Total | | | 115,065 | | | | 119,746 | |
Less-Accumulated depreciation and amortization | | | (52,814 | ) | | | (56,840 | ) |
| | | | | | | | |
Net property and equipment | | ¥ | 62,251 | | | ¥ | 62,906 | |
| | | | | | | | |
– 6 –
6. Business Combinations
On July 2, 2012, 4K Media Inc. (formerly 4K Acquisition Corp.), a subsidiary of the Company, entered into an asset purchase agreement with 4Kids Entertainment, Inc., which was engaged in the business of production of television and movie programs and licensing-out its content. The purpose of this agreement was to upgrade and extend the content of the Digital Entertainment business. The assets including merchandising rights to its content were acquired for ¥1,164 million in cash. Costs related to the acquisition of these assets of ¥43 million were recorded in the operating expense in the accompanying consolidated statements of income.
The following table summarizes the assets acquired at the acquisition date, with the acquisition cost allocated to each acquired asset:
| | | | |
| | Millions of Yen | |
Current assets | | ¥ | 125 | |
Property and equipment | | | 7 | |
Identifiable intangible assets | | | 1,001 | |
Other assets | | | 31 | |
| | | | |
Total assets acquired | | ¥ | 1,164 | |
| | | | |
The acquired identifiable intangible assets consist of distribution and merchandising rights of ¥985 million and libraries of ¥16 million, which will be amortized over their estimated useful lives of eight years.
The results of operations of 4K Media Inc. from the acquisition date to this period ended December 31, 2012 were not material. The pro forma condensed combined financial information is not disclosed because the effect of this acquisition on KONAMI’s consolidated financial statements is not material.
7. Severance and Retirement Plans
Net periodic cost of KONAMI’s plans for the nine and three months ended December 31, 2011 and 2012 included the following components:
During the fiscal year ended March 31, 2012, KONAMI terminated all of its defined benefit severance and retirement plans. Certain domestic subsidiaries made a transition to the defined contribution plans. Meanwhile, certain domestic subsidiaries encouraged the voluntary retirement plans, resulting in special granting termination benefits for the nine months ended December 31, 2011.
| | | | | | | | |
| | Millions of Yen | |
| | Nine months ended December 31, 2011 | | | Nine months ended December 31, 2012 | |
Service cost – benefits earned during the period | | ¥ | 132 | | | | — | |
Interest cost on projected benefit obligation | | | 15 | | | | — | |
Expected return on plan assets | | | (14 | ) | | | — | |
Recognized actuarial loss | | | 20 | | | | — | |
Settlement loss | | | 288 | | | ¥ | 4 | |
Loss from special termination benefit | | | 678 | | | | — | |
| | | | | | | | |
Net periodic cost | | ¥ | 1,119 | | | ¥ | 4 | |
| | | | | | | | |
| |
| | Millions of Yen | |
| | Three months ended December 31, 2011 | | | Three months ended December 31, 2012 | |
Settlement loss | | ¥ | 288 | | | ¥ | 1 | |
Loss from special termination benefit | | | 30 | | | | — | |
| | | | | | | | |
Net periodic cost | | ¥ | 318 | | | ¥ | 1 | |
| | | | | | | | |
– 7 –
8. Equity
The changes in the carrying amount of KONAMI CORPORATION stockholders’ equity, noncontrolling interest and total equity in the consolidated balance sheets for the nine and three months ended December 31, 2011 and 2012 were as follows:
| | | | | | | | | | | | |
| | Millions of Yen | |
For the nine months ended December 31, 2011 | | KONAMI CORPORATION stockholders’ equity | | | Noncontrolling interest | | | Total equity | |
Balance at March 31, 2011 | | ¥ | 193,914 | | | ¥ | 4,493 | | | ¥ | 198,407 | |
| | | | | | | | | | | | |
Cash dividends attributable to KONAMI CORPORATION stockholders | | | (5,697 | ) | | | — | | | | (5,697 | ) |
Purchase of treasury stock | | | 5,045 | | | | — | | | | 5,045 | |
Equity transaction with noncontrolling interests and others | | | (639 | ) | | | (4,356 | ) | | | (4,995 | ) |
Comprehensive income: | | | | | | | | | | | | |
Net income for the period | | | 17,046 | | | | 118 | | | | 17,164 | |
Other comprehensive income (loss), net of tax: | | | | | | | | | | | | |
Foreign currency translation adjustments | | | (1,955 | ) | | | — | | | | (1,955 | ) |
Net unrealized losses on available-for-sale securities | | | (11 | ) | | | — | | | | (11 | ) |
Pension liability adjustment | | | 281 | | | | — | | | | 281 | |
| | | | | | | | | | | | |
Comprehensive income for the period | | | 15,361 | | | | 118 | | | | 15,479 | |
| | | | | | | | | | | | |
Balance at December 31, 2011 | | ¥ | 207,984 | | | ¥ | 255 | | | ¥ | 208,239 | |
| | | | | | | | | | | | |
| |
| | Millions of Yen | |
For the nine months ended December 31, 2012 | | KONAMI CORPORATION stockholders’ equity | | | Noncontrolling interest | | | Total equity | |
Balance at March 31, 2012 | | ¥ | 215,458 | | | ¥ | 262 | | | ¥ | 215,720 | |
| | | | | | | | | | | | |
Cash dividends attributable to KONAMI CORPORATION stockholders | | | (6,931 | ) | | | — | | | | (6,931 | ) |
Purchase of treasury stock | | | (3 | ) | | | — | | | | (3 | ) |
Comprehensive income: | | | | | | | | | | | | |
Net income for the period | | | 8,821 | | | | 123 | | | | 8,944 | |
Other comprehensive income, net of tax: | | | | | | | | | | | | |
Foreign currency translation adjustments | | | 1,375 | | | | — | | | | 1,375 | |
Net unrealized gains on available-for-sale securities | | | 50 | | | | — | | | | 50 | |
Pension liability adjustment | | | 2 | | | | — | | | | 2 | |
| | | | | | | | | | | | |
Comprehensive income for the period | | | 10,248 | | | | 123 | | | | 10,371 | |
| | | | | | | | | | | | |
Balance at December 31, 2012 | | ¥ | 218,772 | | | ¥ | 385 | | | ¥ | 219,157 | |
| | | | | | | | | | | | |
| |
| | Millions of Yen | |
For the three months ended December 31, 2011 | | KONAMI CORPORATION stockholders’ equity | | | Noncontrolling interest | | | Total equity | |
Balance at September 30, 2011 | | ¥ | 205,335 | | | ¥ | 211 | | | ¥ | 205,546 | |
| | | | | | | | | | | | |
Cash dividends attributable to KONAMI CORPORATION stockholders | | | (3,466 | ) | | | — | | | | (3,466 | ) |
Purchase of treasury stock | | | (2 | ) | | | — | | | | (2 | ) |
Comprehensive income: | | | | | | | | | | | | |
Net income for the period | | | 5,584 | | | | 44 | | | | 5,628 | |
Other comprehensive income (loss), net of tax: | | | | | | | | | | | | |
Foreign currency translation adjustments | | | 387 | | | | — | | | | 387 | |
Net unrealized losses on available-for-sale securities | | | (14 | ) | | | — | | | | (14 | ) |
Pension liability adjustment | | | 160 | | | | — | | | | 160 | |
| | | | | | | | | | | | |
Comprehensive income for the period | | | 6,117 | | | | 44 | | | | 6,161 | |
| | | | | | | | | | | | |
Balance at December 31, 2011 | | ¥ | 207,984 | | | ¥ | 255 | | | ¥ | 208,239 | |
| | | | | | | | | | | | |
– 8 –
| | | | | | | | | | | | |
| | Millions of Yen | |
For the three months ended December 31, 2012 | | KONAMI CORPORATION stockholders’ equity | | | Noncontrolling interest | | | Total equity | |
Balance at September 30, 2012 | | ¥ | 217,432 | | | ¥ | 343 | | | ¥ | 217,775 | |
| | | | | | | | | | | | |
Cash dividends attributable to KONAMI CORPORATION stockholders | | | (3,465 | ) | | | — | | | | (3,465 | ) |
Purchase of treasury stock | | | (1 | ) | | | — | | | | (1 | ) |
Comprehensive income: | | | | | | | | | | | | |
Net income for the period | | | 1,866 | | | | 42 | | | | 1,908 | |
Other comprehensive income, net of tax: | | | | | | | | | | | | |
Foreign currency translation adjustments | | | 2,917 | | | | — | | | | 2,917 | |
Net unrealized income on available-for-sale securities | | | 23 | | | | — | | | | 23 | |
Pension liability adjustment | | | 0 | | | | — | | | | 0 | |
| | | | | | | | | | | | |
Comprehensive income for the period | | | 4,806 | | | | 42 | | | | 4,848 | |
| | | | | | | | | | | | |
Balance at December 31, 2012 | | ¥ | 218,772 | | | ¥ | 385 | | | ¥ | 219,157 | |
| | | | | | | | | | | | |
9. 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 the Company and its domestic 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 the Company and its domestic 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 the Company’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 forward contracts, all of which are used for purposes other than trading, are estimated by obtaining quotes from counterparties or third parties.
The estimated fair values of the Company and its domestic subsidiaries’ financial instruments at March 31, 2012 and December 31, 2012 are as follows:
| | | | | | | | | | | | | | | | |
| | Millions of Yen | |
| | March 31, 2012 | | | December 31, 2012 | |
| | Carrying amount | | | Estimated fair value | | | Carrying amount | | | Estimated fair value | |
Non-derivatives: | | | | | | | | | | | | | | | | |
Investment in marketable securities | | ¥ | 429 | | | ¥ | 429 | | | ¥ | 394 | | | ¥ | 394 | |
Long-term debt, including current portion | | | (10,000 | ) | | | (10,035 | ) | | | (5,000 | ) | | | (5,041 | ) |
Derivatives: | | | | | | | | | | | | | | | | |
Foreign exchange forward contracts: | | | | | | | | | | | | | | | | |
Assets | | | — | | | | — | | | | — | | | | — | |
Liabilities | | | (0 | ) | | | (0 | ) | | | (23 | ) | | | (23 | ) |
– 9 –
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.
10. Fair Value Measurements
Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants and requires that assets and liabilities carried at fair value are classified and disclosed in the following three categories:
| | | | |
Level 1 | | – | | Quoted prices for identical assets or liabilities in active markets |
| | |
Level 2 | | – | | Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets |
| | |
Level 3 | | – | | Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable |
Assets and Liabilities Measured at Fair Value on a Recurring Basis
As of March 31, 2012 and December 31, 2012, our assets and liabilities measured at fair value on a recurring basis are summarized in the following table by the type of inputs applicable to the fair value measurements.
| | | | | | | | | | | | | | | | |
| | Millions of Yen | |
March 31, 2012 | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Assets: | | | | | | | | | | | | | | | | |
Marketable securities | | ¥ | 429 | | | | — | | | | — | | | ¥ | 429 | |
| | | | | | | | | | | | | | | | |
Total assets | | ¥ | 429 | | | | — | | | | — | | | ¥ | 429 | |
| | | | | | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | | | | | |
Derivatives | | | — | | | ¥ | (0 | ) | | | — | | | ¥ | (0 | ) |
| | | | | | | | | | | | | | | | |
Total liabilities | | | — | | | ¥ | (0 | ) | | | — | | | ¥ | (0 | ) |
| | | | | | | | | | | | | | | | |
| |
| | Millions of Yen | |
December 31, 2012 | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Assets: | | | | | | | | | | | | | | | | |
Marketable securities | | ¥ | 394 | | | | — | | | | — | | | ¥ | 394 | |
| | | | | | | | | | | | | | | | |
Total assets | | ¥ | 394 | | | | — | | | | — | | | ¥ | 394 | |
| | | | | | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | | | | | |
Derivatives | | | — | | | ¥ | (23 | ) | | | — | | | ¥ | (23 | ) |
| | | | | | | | | | | | | | | | |
Total liabilities | | | — | | | ¥ | (23 | ) | | | — | | | ¥ | (23 | ) |
| | | | | | | | | | | | | | | | |
Level 1 investments are comprised solely of available-for-sale securities, which is valued using an unadjusted quoted market price in active markets with sufficient volume and frequency of transactions.
Derivative financial instruments are comprised of foreign exchange forward contracts. Level 2 derivatives are valued using quotes obtained from counterparties or third parties, which are periodically validated by pricing models using observable market inputs, such as foreign currency exchange rates and interest rates.
As of March 31, 2012 and December 31, 2012, KONAMI did not have any Level 3 financial instruments that were measured and recorded at fair value on a recurring basis.
11. Segment Information
Operating segments are defined as components of an enterprise about which separate financial information is available that is regularly evaluated by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The operating segments are managed separately as each segment represents a strategic business unit that offers different products and serves different markets.
– 10 –
KONAMI operates on a worldwide basis principally with the following four business segments:
| | |
1. Digital Entertainment: | | Production, manufacture and sale of digital content and related products including Content for social networks, Online games, Computer & Video Games, Amusement and Card Games. |
| |
2. Health & Fitness: | | Operation of health and fitness clubs, and production, manufacture and sale of health and fitness related goods. |
| |
3. Gaming & Systems: | | Development, manufacture, sale and service of gaming machines and the Casino Management System for overseas markets. |
| |
4. Pachinko & Pachinko Slot Machines: | | Production, manufacture and sale of pachinko slot machines and LCDs units for pachinko machines. |
Notes:
1. | “Corporate” primarily consists of administrative expenses of the Company. |
2. | “Eliminations” primarily consist of eliminations of intercompany sales and of intercompany profits on inventories. |
3. | Intersegment sales and revenues are generally recorded at values that represent arm’s-length fair value. |
The following tables summarize revenue and operating income (loss) by operating segment which are the primary measures used by KONAMI’s chief operating decision maker to measure KONAMI’s operating results and to measure segment profitability and performance. This information is derived from KONAMI’s management reports which have been prepared based on U.S. GAAP.
a. Segment information
| | | | | | | | | | | | | | | | | | | | | | | | |
Nine months ended December 31, 2011 | | Digital Entertainment | | | Health & Fitness | | | Gaming & Systems | | | Pachinko & Pachinko Slot Machines | | | Corporate and Eliminations | | | Consolidated | |
| | (Millions of Yen) | |
Net revenue: | | | | | | | | | | | | | | | | | | | | | | | | |
External customers | | ¥ | 98,949 | | | ¥ | 61,933 | | | ¥ | 18,103 | | | ¥ | 15,537 | | | | — | | | ¥ | 194,522 | |
Intersegment | | | 515 | | | | 119 | | | | — | | | | 22 | | | ¥ | (656 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 99,464 | | | | 62,052 | | | | 18,103 | | | | 15,559 | | | | (656 | ) | | | 194,522 | |
Operating expenses | | | 75,175 | | | | 60,002 | | | | 13,038 | | | | 11,741 | | | | 3,645 | | | | 163,601 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Operating income (loss) | | ¥ | 24,289 | | | ¥ | 2,050 | | | ¥ | 5,065 | | | ¥ | 3,818 | | | ¥ | (4,301 | ) | | ¥ | 30,921 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Nine months ended December 31, 2012 | | Digital Entertainment | | | Health & Fitness | | | Gaming & Systems | | | Pachinko & Pachinko Slot Machines | | | Corporate and Eliminations | | | Consolidated | |
| | (Millions of Yen) | |
Net revenue: | | | | | | | | | | | | | | | | | | | | | | | | |
External customers | | ¥ | 80,102 | | | ¥ | 59,998 | | | ¥ | 16,599 | | | ¥ | 3,452 | | | | — | | | ¥ | 160,151 | |
Intersegment | | | 466 | | | | 24 | | | | — | | | | 2 | | | ¥ | (492 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 80,568 | | | | 60,022 | | | | 16,599 | | | | 3,454 | | | | (492 | ) | | | 160,151 | |
Operating expenses | | | 64,984 | | | | 57,956 | | | | 13,002 | | | | 4,307 | | | | 4,982 | | | | 145,231 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Operating income (loss) | | ¥ | 15,584 | | | ¥ | 2,066 | | | ¥ | 3,597 | | | ¥ | (853 | ) | | ¥ | (5,474 | ) | | ¥ | 14,920 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Three months ended December 31, 2011 | | Digital Entertainment | | | Health & Fitness | | | Gaming & Systems | | | Pachinko & Pachinko Slot Machines | | | Corporate and Eliminations | | | Consolidated | |
| | (Millions of Yen) | |
Net revenue: | | | | | | | | | | | | | | | | | | | | | | | | |
External customers | | ¥ | 41,182 | | | ¥ | 20,469 | | | ¥ | 7,560 | | | ¥ | 2,215 | | | | — | | | ¥ | 71,426 | |
Intersegment | | | 172 | | | | 5 | | | | — | | | | 19 | | | ¥ | (196 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 41,354 | | | | 20,474 | | | | 7,560 | | | | 2,234 | | | | (196 | ) | | | 71,426 | |
Operating expenses | | | 32,172 | | | | 19,509 | | | | 5,248 | | | | 2,105 | | | | 1,656 | | | | 60,690 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Operating income (loss) | | ¥ | 9,182 | | | ¥ | 965 | | | ¥ | 2,312 | | | ¥ | 129 | | | ¥ | (1,852 | ) | | ¥ | 10,736 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Three months ended December 31, 2012 | | Digital Entertainment | | | Health & Fitness | | | Gaming & Systems | | | Pachinko & Pachinko Slot Machines | | | Corporate and Eliminations | | | Consolidated | |
| | (Millions of Yen) | |
Net revenue: | | | | | | | | | | | | | | | | | | | | | | | | |
External customers | | ¥ | 27,785 | | | ¥ | 19,677 | | | ¥ | 5,206 | | | ¥ | 810 | | | | — | | | ¥ | 53,478 | |
Intersegment | | | 92 | | | | 10 | | | | — | | | | 1 | | | ¥ | (103 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 27,877 | | | | 19,687 | | | | 5,206 | | | | 811 | | | | (103 | ) | | | 53,478 | |
Operating expenses | | | 23,992 | | | | 18,985 | | | | 4,459 | | | | 1,874 | | | | 1,811 | | | | 51,121 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Operating income (loss) | | ¥ | 3,885 | | | ¥ | 702 | | | ¥ | 747 | | | ¥ | (1,063 | ) | | ¥ | (1,914 | ) | | ¥ | 2,357 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
– 11 –
b. Geographic information
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Nine months ended December 31, 2011 | | Japan | | | United States | | | Europe | | | Asia/Oceania | | | Total | | | Eliminations | | | Consolidated | |
| | (Millions of Yen) | |
Net revenue: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
External customers | | ¥ | 154,306 | | | ¥ | 25,033 | | | ¥ | 9,696 | | | ¥ | 5,487 | | | ¥ | 194,522 | | | | — | | | ¥ | 194,522 | |
Intersegment | | | 8,536 | | | | 2,048 | | | | 256 | | | | 162 | | | | 11,002 | | | ¥ | (11,002 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 162,842 | | | | 27,081 | | | | 9,952 | | | | 5,649 | | | | 205,524 | | | | (11,002 | ) | | | 194,522 | |
Operating expenses | | | 138,179 | | | | 22,013 | | | | 9,538 | | | | 4,974 | | | | 174,704 | | | | (11,103 | ) | | | 163,601 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating income | | ¥ | 24,663 | | | ¥ | 5,068 | | | ¥ | 414 | | | ¥ | 675 | | | ¥ | 30,820 | | | ¥ | 101 | | | ¥ | 30,921 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
Nine months ended December 31, 2012 | | Japan | | | United States | | | Europe | | | Asia/Oceania | | | Total | | | Eliminations | | | Consolidated | |
| | (Millions of Yen) | |
Net revenue: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
External customers | | ¥ | 123,639 | | | ¥ | 24,164 | | | ¥ | 8,485 | | | ¥ | 3,863 | | | ¥ | 160,151 | | | | — | | | ¥ | 160,151 | |
Intersegment | | | 8,088 | | | | 2,061 | | | | 103 | | | | 462 | | | | 10,714 | | | ¥ | (10,714 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 131,727 | | | | 26,225 | | | | 8,588 | | | | 4,325 | | | | 170,865 | | | | (10,714 | ) | | | 160,151 | |
Operating expenses | | | 120,298 | | | | 22,588 | | | | 8,853 | | | | 4,330 | | | | 156,069 | | | | (10,838 | ) | | | 145,231 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating income (loss) | | ¥ | 11,429 | | | ¥ | 3,637 | | | ¥ | (265 | ) | | ¥ | (5 | ) | | ¥ | 14,796 | | | ¥ | 124 | | | ¥ | 14,920 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
Three months ended December 31, 2011 | | Japan | | | United States | | | Europe | | | Asia/Oceania | | | Total | | | Eliminations | | | Consolidated | |
| | (Millions of Yen) | |
Net revenue: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
External customers | | ¥ | 51,811 | | | ¥ | 11,095 | | | ¥ | 5,967 | | | ¥ | 2,553 | | | ¥ | 71,426 | | | | — | | | ¥ | 71,426 | |
Intersegment | | | 4,446 | | | | 1,381 | | | | 62 | | | | 48 | | | | 5,937 | | | ¥ | (5,937 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 56,257 | | | | 12,476 | | | | 6,029 | | | | 2,601 | | | | 77,363 | | | | (5,937 | ) | | | 71,426 | |
Operating expenses | | | 49,302 | | | | 9,895 | | | | 5,327 | | | | 2,146 | | | | 66,670 | | | | (5,980 | ) | | | 60,690 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating income | | ¥ | 6,955 | | | ¥ | 2,581 | | | ¥ | 702 | | | ¥ | 455 | | | ¥ | 10,693 | | | ¥ | 43 | | | ¥ | 10,736 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
Three months ended December 31, 2012 | | Japan | | | United States | | | Europe | | | Asia/Oceania | | | Total | | | Eliminations | | | Consolidated | |
| | (Millions of Yen) | |
Net revenue: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
External customers | | ¥ | 42,161 | | | ¥ | 7,207 | | | ¥ | 2,830 | | | ¥ | 1,280 | | | ¥ | 53,478 | | | | — | | | ¥ | 53,478 | |
Intersegment | | | 2,749 | | | | 1,162 | | | | 28 | | | | 196 | | | | 4,135 | | | ¥ | (4,135 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total | | | 44,910 | | | | 8,369 | | | | 2,858 | | | | 1,476 | | | | 57,613 | | | | (4,135 | ) | | | 53,478 | |
Operating expenses | | | 43,156 | | | | 7,655 | | | | 3,016 | | | | 1,478 | | | | 55,305 | | | | (4,184 | ) | | | 51,121 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating income (loss) | | ¥ | 1,754 | | | ¥ | 714 | | | ¥ | (158 | ) | | ¥ | (2 | ) | | ¥ | 2,308 | | | ¥ | 49 | | | ¥ | 2,357 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
For the purpose of presenting its operations in geographic areas above, KONAMI attributes revenues from external customers to individual countries in each area based on where the Company and its subsidiaries sold products or rendered services.
12. Commitments and Contingencies
KONAMI is subject to pending claims and litigation. After review and consultation with counsel, management considered that any liability that may result from the disposition of such lawsuits would not be material.
KONAMI has placed firm orders for purchases of property and equipment and other assets amounting to approximately ¥17,131 million as of December 31, 2012.
13. Subsequent Events
No reportable subsequent events occurred.
– 12 –