Interim Results

Konami Corporation 07 November 2005 Consolidated Financial Results for the Six Months Ended September 30, 2005 (Prepared in Accordance with U.S. GAAP) November 7, 2005 KONAMI CORPORATION Address: 4-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo, Japan Stock code number: 9766 URL: www.konami.net Shares listed: Tokyo Stock Exchange, New York Stock Exchange, London Stock Exchange and Singapore Exchange Representative: Kagemasa Kozuki, Chairman of the Board and Chief Executive Officer Contact: Noriaki Yamaguchi, Executive Vice President and Chief Financial Officer (Phone: +81-3-5220-0163) Date of Board Meeting to approve the financial November 7, 2005 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, 2005 (Amounts are rounded to the nearest million) (1) Consolidated Results of Operations (Millions of Yen, except per share data) Net revenues Change Operating income Change Income before Change income taxes Six months ended Y 111,870 (1.9)% Y 7,462 (37.0)% Y 14,335 23.7% September 30, 2005 Six months ended 114,009 (12.3) 11,851 (45.4) 11,586 (48.3) September 30, 2004 Year ended 260,691 28,136 27,442 March 31, 2005 Net income Change Net income Diluted net income per share (Yen) Per share (Yen) Six months ended Y 6,964 328.3% Y 53.45 Y 53.44 September 30, 2005 Six months ended 1,626 (85.0) 13.51 13.51 September 30, 2004 Year ended 10,486 87.41 87.41 March 31, 2005 Notes: 1. Equity in net income (loss) of affiliated companies Six months ended September 30, 2005: Y - million Six months ended September 30, 2004: (2,551) million Year ended March 31, 2005: (6,293) million 2. Weighted-average common shares outstanding Six months ended September 30, 2005: 130,300,952 shares Six months ended September 30, 2004: 120,388,556 shares Year ended March 31, 2005: 119,970,052 shares 3. Change in accounting policies: None 4. Change (%) of net revenues, operating income, income before income taxes and net income represents the increase or decrease relative to the same period of the previous year. (2) Consolidated Financial Position (Millions of Yen, except per share amounts) Total stockholders' Equity-assets Total stockholders' Total assets equity ratio equity per share (Yen) September 30, 2005 Y 302,021 Y 133,866 44.3% Y 1,027.32 September 30, 2004 294,274 99,847 33.9% 833.28 March 31, 2005 304,321 105,857 34.8% 885.97 Note: Number of shares outstanding September 30, 2005: 130,306,075 shares September 30, 2004: 119,823,294 shares March 31, 2005: 119,481,411 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, 2005 Y 2,270 Y 7,138 Y (23,840) Y 75,678 Six months ended September 30, 2004 6,547 (7,891) (6,814) 79,779 Year ended March 31, 2005 27,760 (14,343) (11,670) 89,583 (4) Number of Consolidated Subsidiaries and Companies Accounted for by the Equity Method Number of consolidated subsidiaries: 23 Number of affiliated companies accounted for by the equity method: 0 (5) Changes in Reporting Entities Number of consolidated subsidiaries added: 3 Number of consolidated subsidiaries removed: 7 Number of affiliated companies accounted for by the equity method added: 0 Number of affiliated companies accounted for by the equity method removed: 2 2. Consolidated Financial Forecast for the Year Ending March 31, 2006 (Millions of Yen) Net revenues Operating income Income before Net income income taxes Year ending March 31, 2006 Y270,000 Y28,500 Y34,000 Y18,000 (Reference) Expected net income per share for the year ending March 31, 2006 is Y138.14. Cautionary Statement with Respect to Forward-Looking Statements: Statements made in this document 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 exercise entertainment 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. Please refer to page 13 of the attached material for information regarding the assumptions and other related items used in the preparation of these forecasts. 1. Organizational Structure of the Konami Group The Konami Group is a conglomerate, engaged in the amusement and health industry providing customers with ''High Quality Life'' and is comprised of KONAMI CORPORATION (the ''Company''), its 23 consolidated subsidiaries. Each of the Company and its subsidiaries is categorized into business segments based on its operations as stated below. Four business segments categorization stated below is based on the same criteria explained under ''5. Segment Information (Unaudited).'' However, Gaming Business Segment changed its name to Gaming & System Business Segment on October 1, 2005, as mentioned note 2(*8) below. Business Segments Major Companies Digital Entertainment Domestic The Company (*1,2,3,4,6) Konami Marketing Japan, Inc. (*6) (*5) (*3) HUDSON SOFT CO., LTD(*4) Overseas Konami Digital Entertainment, Inc.(*7) Konami of Europe GmbH Konami Software Shanghai, Inc. Konami Marketing, Inc.(*7) Konami Corporation of Europe B.V. Konami Marketing (Asia) Ltd. Hudson Entertainment, Inc. (*4) Gaming & System Domestic The Company Overseas Konami Gaming, Inc. (*8) Konami Australia Pty Ltd, One other company Health & Fitness Domestic The Company Konami Sports Life Corporation (*5) Konami Sports Corporation Two other companies Other Domestic KPE, Inc., Konami Marketing Japan, Inc.(*6) Konami Real Estate, Inc., Konami School, Inc. Two other companies Overseas Konami Corporation of America Konami Corporation of Europe B.V., One other company Notes: 1. Companies that have operations categorized in more than one segment are included in each segment in which they operate. 2. Primary changes in major companies for the year ended September 30, 2005 are as follows. *1. The Company merged with Konami Computer Entertainment Studios, Inc., Konami Computer Entertainment Tokyo, Inc., Konami Computer Entertainment Japan, Inc., Konami Online, Inc. and Konami Media Entertainment, Inc. on April 1, 2005. *2. The Company merged with Konami Traumer, Inc. on June 1, 2005. *3. The Company has sold its entire shares of TAKARA Co., LTD, an equity-method affiliate, and has dissolved its equity relationship on April 25, 2005. *4. As a result of the Company's acceptance of a third party allotment of additional shares on April 27, 2005, HUDSON SOFT CO., LTD, an equity-method affiliate, became a 53.99% owned consolidated subsidiary of the Company. Hudson Entertainment, Inc., a subsidiary of HUDSON CO., LTD, became a consolidated subsidiary of the Company. *5. Digital Entertainment segment comprises previous Computer & Video Games segment, Toy & Hobby segment, Amusement segment, online business took over from Konami Online, Inc. and multimedia business took over from Konami Media Entertainment, Inc. on April 1, 2005. *6. The Company merged with Konami Marketing Japan, Inc. on October 1, 2005. *7. Konami Digital Entertainment, Inc. merged with and Konami Marketing, Inc. on October 1, 2005. *8. Gaming segment had changed its name to Gaming & System segment from October 1, 2005. Business Organization 2. Management Policy 1. Management Policy We place priority on our following corporate goal: 'We aim to be a business group of which people around the globe have high expectations, through creating and providing them with ''valuable time'. Furthermore, our basic management policy is to place priority on our shareholders, to maintain sound relationships with all stakeholders, including shareholders, and to make a wide range of social contributions as a good corporate citizen. We aim to make optimum use of the group's management resources and maintain these specific management policies: 'Adaptation to Global Standards', 'Maintaining Fair Competition' and 'Pursuit of High Profits'. In order to maximize our shareholders' value, we strive continuously to increase and improve our market capitalization and provide stable dividends to return profits to shareholders. Our policy is to use retained earnings for investments focused on business fields with good future profitability and other prospects to increase our corporate value and as a source to pay dividends in the future. We are working on maintaining sound relationships with our stakeholders, including investors, end-users, suppliers, employees and the community in general, as well as contributing to society by supporting a wide range of activities that promote education, sports and culture. Pursuant to this basic management policy, we aim to create a 'High Quality Life' full of ''dreams'', ''surprises'' and ''fascination'' in everyday life for people all over the world by offering entertainment and health products and services with universal appeal. 2. Profit Appropriation Policy The Company's basic policy in profit distribution is to provide stable and high dividend payouts to our stockholders and to increase our corporate value. Our policy is to use retained earnings for investments focused on business fields with good future profitability and other prospects to strengthen our growth potential and competitiveness. 3. Medium to Long-term Strategies and Objectives Restructuring of business operations in order to respond to changing market conditions The arrival of an internet society and the development of digital technology have been rapidly eroding the business barriers among industries related to digital entertainment. Especially this trend has accelerated since the emergence of the online game market. In order to respond to the diversifying needs of consumers, we positioned five areas (Computer & Video Games, Toy & Hobby, Amusement, On-line and Multimedia) as a unified Digital Entertainment Business and established a system that can maximize the synergy effects. Along with this business restructuring, we established three business segments to respond to the changing market conditions: the Digital Entertainment segment, the Gaming & System segment, and the Health & Fitness segment. Increased profitability and injection of managerial resources into growing business areas On April 1, 2005, we merged our three group companies engaged in the production of home videogame software and our two group companies specialized in online games, music and publishing. As a result, we will be integrating and sharing our creators, intellectual property, and production know-how-resources previously separated between our three production companies. We also will pursue improved profitability by promoting an effective product line-up and streamlining operations which have become redundant or complex over many years. With the maturation of the internet and other online environments, we plan to redistribute our managerial resources from our videogame software to our online business, an area which we expect to grow in the future. Through all of these efforts, we will strive to maintain the Company's growth. Promoting global development by implementing a corporate structure with regional responsibility Given the acceleration of globalization and the growth the internet in recent years, it is important for us to keep in mind of the features of a market which is growing globally, and respond flexibly and promptly, above and beyond the structure of our existing business segments. We now classify the world market into four regions -Japan, North America, Europe, and Asia. Henceforth we have built an organizational structure to achieve maximal synergy effects among the businesses in the market of each region. Regional directors in Japan, North America, Europe and Asia will take charge of the business in their respective markets. Regional directors are in charge of development, production, and sales across business segments, and shoulders the role of promoting further global development of the Konami Group by assuming ultimate responsibility in each region. Addition of Hudson as our subsidiary Responding to a request from HUDSON SOFT CO., LTD., a firm which expects to report a considerable net loss for the year ended March31, 2005, we decided to support an increase of its capitalization on April 27, 2005 and accept a subscription offer to increase allotment as a third party. Consequently, Hudson became our consolidated subsidiary. We will support Hudson's management reconstruction and aim for a gain of synergy effects, mainly with our online business. Reorganization of sales, distribution and services On October 1, 2005, we merged with our group company engaged in the sales and publicity of Digital Entertainment Business and will operate a full range of functions of planning, production, publicity and sales in order to operate the business more effectively and efficiently. At the same time, we divided our distribution and customer service departments and established a new consolidated subsidiary, Konami Logistics and Service, Inc. Group restructuring and shift to Holding Company structure by company separation In the population ages and birth rates decline and people become more health-conscious, our subsidiaries, Konami Sports Life and Konami Sports will merge and new Konami Sport after the merger becomes a wholly owned subsidiary of the Company by share exchange. We allocate management resources properly and speed up management decision in the Health industry where the great demand is highly expected. Also, in terms of improving management transparency and building up speedy and flexible management structure, a newly established wholly owned subsidiary through company separation, Konami Digital Entertainment Corporation, will succeed our Digital Entertainment business and the Company will be a separate holding company. These restructures make positions clear each of Digital Entertainment Business, Health & Fitness Business and Gaming & System Business and separate decision and supervision functions of group, and execution function in each business with speeding up our management decision makings from our shareholders' point of view. 4. Corporate Governance Development Our basic management policy is to place priority on shareholders, to maintain a sound relationship with all stakeholders, including shareholders, and to make a wide range of social contributions as a good corporate citizen. We need to develop strong corporate governance in order to maintain and develop these policies, and we have placed reform of our board of directors as the first and most important item in our corporate governance development agenda. We adopted an outside corporate director in May 1992 in an effort to revitalize and strengthen the function of the board of directors, and we introduced a corporate officer system in June 1999. In June 2001, we reduced the size of our board of directors from fifteen directors to nine, including four directors from outside the company. We now have eight directors, three of whom are from outside the company. Diverse opinions are exchanged at meetings of the board of directors, with eight board directors and four auditors. Through such reform measures, we are striving to accelerate our managerial decision-making process, separate oversight and executive functions, strengthen our managerial monitoring system, revitalize our board of directors, and achieve management transparency. There are no direct interests between our outside directors and the Company, whether in terms of related-party transactions or otherwise. We are working to implement and revitalize committees so that we can respond more effectively to the ever-complicated environment in which we operate. We established the Risk Management Committee in April 2000 in order to enhance our ability to prevent and respond quickly and appropriately to internal and external risks. We established the Compliance Committee in September 2001 to reinforce our entire system for encouraging compliance with and keeping employees aware of applicable laws, rules, and regulations. As an SEC reporting company listed on the New York Stock Exchange, we are subject to the Sarbanes-Oxley Act. With the enactment of the Sarbanes -Oxley Act, we established a Disclosure Committee in April 2003. The Company will also be subject to Article 404 of the Sarbanes-Oxley Act, 'Management Assessment of Internal Controls,' from the fiscal year ending March 31, 2007. The entire Konami Group is currently reworking of our documentation and assessment methods and monitoring system for important internal controls over financial reporting. Through these processes, the Disclosure Committee is seeking to establish an internal management system and to develop group company reporting procedures to facilitate accurate and timely disclosure. We also established the Konami Group Code of Business Conduct and Ethics and the Konami Group Officers and Employees Conduct Guidelines in order to integrate the new systems and guidelines and improve standards throughout our group. 3. Business Performance and Cash Flows 1. Business Performance Overview During the interim consolidated accounting period under review, the Japanese economy showed signs of a solid recovery, driven by private-sector demand at home as corporate profits recovered, private-sector capital investment rose, and personal consumption slowly increased. The world economy, too, performed well overall despite concerns about the soaring price of crude oil; in particular, the U.S. economy showed steady growth that fueled a sharp rise in employment income, and the Chinese economy continued to grow. As for the industries in which we operate, in the entertainment industry new markets continued to open up as Nintendo and Sony released new portable game consoles. Furthermore, with the announcement of the next generation of fixed-type game consoles by Nintendo, Sony, and Microsoft, demand is expected to rise even further. In the health industry, demand for fitness clubs among middle-aged and senior consumers, our main target market, is rising as the Japanese population ages and birth rates decline. Although the percentage of people who join fitness clubs in Japan is still low compared with the U.S. and Europe, the market promises to grow as our target demographic group expands and people become more health-conscious. The following is a review of the Company's performance during the term, starting with the Digital Entertainment Segment. In our computer and video game businesses, we have recorded brisk global sales of our popular soccer games. At the Tokyo Game Show 2005 held in September 2005, we unveiled new titles for the next generation of consoles, all in high-quality images, and offered METAL GEAR SOLID 3 SUBSISTENCE, the latest addition to the METAL GEAR SOLID series that has been met with an enthusiastic response from users across the globe and enjoyed strong attention from visitors to the event. In our toy & hobby business, the Yu-Gi-Oh! card game series, which has expanded into a global business, with a particularly strong presence in the Japanese, U.S., and European markets, continued to record strong sales. In particular, domestic sales of the card game increased substantially from the previous year. In August 2005, the third Yu-Gi-Oh! World Championship 2005 was held in Tokyo bringing together finalists who had won regional championships in countries around the globe (42 countries for the card game and 12 counties for the computer game) to compete for the title of Yu-Gi-Oh! World Champion. In our amusement business, products incorporating e-AMUSEMENT services for amusement arcades, especially MAH-JONG FIGHT CLUB, recorded strong sales. In our online business, the full-dress service Yu-Gi-Oh! ONLINE, a realistic online recreation of Yu-Gi-Oh! Official Card Game-Duel Monsters, was launched simultaneously in Japan, the U.S., and Europe in April 2005. In combination with the commencement of our WORLD SOCCER Winning Eleven series online match-up service, this marked the Company's full debute the online games market. In our Gaming & System segment, construction of our new office building in Las Vegas was completed in June 2005, enhancing our production capabilities. We also made other moves to gain a more solid presence in the North American market. In September 2005, the unveiling of our new K2V gaming platform garnered strong interest at Global Gaming Expo 2005, one of the U.S.'s largest gaming shows. In our Health & Fitness segment, we expanded our network of sports facilities and, in an effort to further boost the quality of our services, we made steady progress in installing our original e-XAX IT health management system, primarily in new Konami Sports Clubs. We also expanded our lineup of original supplements with the addition of the low-calorie sports drink Isotonic Sports Drink 'Isocycle' and the extra-rich green vegetable Juice 'Ryokuno-Aoziru', thus continueing to offer a wide range of healthy lifestyle choices. On April 1, 2005, we merged with our three home video game software production subsidiaries and two subsidiaries engaged in the online, music, and publication business. On June 1, 2005, we completed a second merger with a subsidiary specialized in the planning, production and distribution of toys and upscale household goods. Through these mergers, we believe we are in a better position to adapt to changes in the entertainment industry. On April 25, 2005, we sold entire shares of Takara Co., Ltd., an equity-method affiliate and gained 6,360 million yen from it. On April 27, 2005, we accepted a request for third party allotment of additional shares from HUDSON SOFT CO., LTD. and acquired shares of Hudson shares, thereby converting it from an equity-method affiliate to a consolidated subsidiary. As a result, consolidated net revenues for the six months ended September 30, 2005, amounted to Y118,870 million; consolidated operating income was Y7,462 million; consolidated net income before income taxes was Y 14,335 million; and consolidated net income was Y6,964 million. The interim dividend payout will be Y27 per share. Performance by business segment Summary of net revenues by business segment: Millions of Yen Six months Six months % of previous year ended ended September 30, September 30, 2004 2005 Digital Entertainment Y 64,900 Y 66,671 102.7% Gaming & System 5,898 4,727 80.1% Health & Fitness 39,778 40,609 102.1% Other, Corporate and Eliminations 3,433 (137) - Consolidated net revenues Y 114,009 Y 111,870 98.1% *1 Computer & Video game Segment, Toy & Hobby Segment and Amusement Segment were reorganized to Digital Entertainment Segment effective on April 1, 2005. Thus, records in previous fiscal year are reclassified into new business segment. *2 Gaming segment had changed its name to Gaming & System segment from October 1, 2005. Digital Entertainment In our Computer & Video Games business, the popular soccer game WORLD SOCCER Winning Eleven 9 recorded strong sales in the Japanese market, and the well-established baseball titles JIKKYOU PAWAFURU PUROYAKYU 12 and PROYAKYU SPIRITS 2 both registered increased sales. Overseas, the Pro Evolution Soccer series which was released last year for the European markets continued to sell at high volumes. Sales of Dance Dance Revolution EXTREME 2 and METAL GEAR ACID remained strong. In our Toy & Hobby business, the Yu-Gi-Oh! card game series, which has expanded, with a particularly strong presence in the Japanese, U.S., and European markets, continued to record strong sales. Domestic sales of the game in particular increased substantially from the previous year. As a follow-up to the Yu-Gi-Oh! card game series, we also released two card games based on the popular animated TV series MALHEAVEN and EYESHIELD 21. Both are recording strong sales. In our Amusement business, the MAH-JONG FIGHT CLUB series, incorporating e-AMUSEMENT services for amusement arcades, continued to record strong sales. As for token-operated games, the large-scale horse-racing game machines GI-HORSEPARK and GI-TURFWILD 2 both performed well. In our Online business, we established a full-fledged presence in the online games market for home users, which we believe has tremendous growth potential, with the unveiling of the online match-up service for WORLD SOCCER Winning Eleven 8 LIVEWARE EVOLUTION in March 2005 and for WORLD SOCCER Winning Eleven 9 in August 2005. We also made a full-scale launch of Yu-Gi-Oh! ONLINE in April 2005. In addition, we made steady progress in the global expansion of our mobile content distribution services via major carriers based in Japan and around the world. In our Multimedia business, we released several guides to playing popular video games that earned favorable reviews. We also produced our own original animated TV program, GOKUJO SEITOKAI, and released a series of tie-in products consisting of music CDs, DVDs and character goods. In the future, we plan to further pursue a multi-pronged merchandising strategy that integrates content from different businesses of our Digital Entertainment Segment. As a result, consolidated net revenues in the Digital Entertainment segment for the six months ended September 30, 2005, amounted to Y66,671 million (102.7 % of the figure for the same period in the previous year). Gaming & System In North America, we steadily strengthened our presence in the gaming market. Construction of our new office building in Las Vegas was completed in June 2005, and in September the unveiling of our new K2V gaming platform enjoyed strong attention at Global Gaming Expo 2005, one of the largest events of its kind in the U.S. Sales of video slot machines, one of our flagship products, increased, as did those of our mechanical slot machines, and revenues from profit-sharing agreements have climbed. The Casino Management System, a system product that promises to generate steady revenues, also attracted much customer interest. As a result, we believe our systems division can look forward to strong growth. In Australia, the domestic gaming market showed little change. Nonetheless, we maintained sales levels through products such as our link progressive jackpot system, which won accolades at the Australasian Gaming Expo 2005 in August, one of the largest events of its kind in the Oceania region. Exports to European and Asian markets have been steady as well. As a result, consolidated net revenue in the Gaming segment for the six months ended September 30, 2005, amounted to Y4,727 million (80.1 % of the figure for the same period in the previous year). Health & Fitness In our fitness club management business, we further expanded our network of Konami Sports Clubs with the opening of the Konami Sports Club Honten Hachioji (Tokyo) in May 2005, the Konami Sports Club Takamatsu (Kagawa Prefecture) in June and the Konami Sports Club Myoden (Chiba Prefecture) in September. With the introduction of a designated administrator system, we also expanded the scope of our subcontracting services to local governments, significantly increasing the number of facilities we have been engaged to manage. In the area of fitness products, we developed the e-XAX IT health management system, which incorporates the Konami Group's latest technology, and made steady progress with its installation, primarily in new Konami Sports Clubs. This new system has won much praise from members. We also worked on bolstering sales of original supplements by releasing two unique new products: the low-calorie sports drink Isotonic Sports Drink 'Isocycle' and the extra-rich green vegetable juice 'Ryokuno Aoziru'. In July, our nationwide chain of Konami Sports Clubs became the first private-sector facilities in Japan to be granted the right by the Japanese Olympic Committee to call themselves 'JOC Athlete Support Center authorized by the Japanese Olympic Committee.' Konami Sports Clubs throughout Japan are committed to supporting Japan's top athletes and promoting the Olympic movement in partnership with their members and all the people in their communities. At the 32nd Int. Home Care & Rehabilitation Exhibition, which took place in September, our display showcased proprietary equipment, programs, and services that we have developed specially for an increasingly aging society. These displays integrated the expertise that we have accumulated in the course of running the Konami Sports Club network with the collective know-how we have built up at the group level. We believe the many visitors to the event came away with a better idea of our products and services in the health industry. As a result, consolidated net revenue in the Health & Fitness segment for the six months ended September 30, 2005, amounted to Y40,609 million (102.1 % of the figure for the same period in the previous year). 2. Cash Flows Cash flow summary for the six months ended September 30, 2005: Millions of Yen Six months Six months Change ended ended September 30, September 30, 2004 2005 Net cash provided by operating activities Y 6,547 Y 2,270 Y (4,277) Net cash used in investing activities (7,891) 7,138 15,029 Net cash used in financing activities (6,814) (23,840) (17,026) Effect of exchange rate changes on cash and cash 1,052 527 (525) equivalents Net increase (decrease) in cash and cash equivalents (7,106) (13,905) (6,799) Cash and cash equivalents, end of the period 79,779 75,678 (4,101) Cash and cash equivalents (gcashh) amounted to Y 75,678 million (94.9 % of the figure for the same period in previous year) at the end of September 30, 2005, decreased Y 13,905 million compared to the amount at the end of last fiscal year. This resulted primarily from income before income taxes of Y 14,335 million (123.7 % of the figure for the same period in previous year) and the proceeds from sales of shares of an affiliated company of Y 11,016 million, offset by payment of taxes of Y 10,268 million ( 724.1% of the figure for the same period in previous year), capital expenditures of Y 6,187 million ( 79.7 % of the figure for the same period in previous year), and redemption of bond of Y 15,000 million. Cash flows from operating activities: Net cash provided by operating activities amounted to Y 2,270 million (34.7% of the figure for the same period in previous year) for the six months ended September 30, 2005. This resulted primarily from income before income taxes of Y 14,335 million, offset by payment of taxes of Y 10,268 million. Cash flows from investing activities: Net cash provided by investing activities amounted to Y 7,138 million for the six months ended September 30, 2005 (used Y 7,891 million for the same period in previous year). This resulted primarily from the proceeds from sales of shares of affiliated companies of Y 11,016 million and proceeds from sales of fixed assets Y 2,310 million, offset by capital expenditures of Y 6,187 million for investment into facilities. Cash flows from financing activities: Net cash used in financing activities amounted to Y 23,840 million for the six months ended September 30, 2005 (349.9% of the figure for the same period in previous year). This was primarily due to redemption of bond of Y 15,000 million and payments of dividends of Y 3,341 million. The following table represents certain cash flow indexes for the six months ended September 30, 2005: Six months Six months Year ended March 31, 2005 ended ended September 30, September 30, 2004 2005 Equity-assets ratio (%) 33.9 44.3 34.8 Equity-assets ratio at fair value (%) 99.4 110.2 93.4 Years of debt redemption (years) 11.8 29.9 2.8 Interest coverage ratio (times) 13.8 4.3 28.6 Equity-assets ratio = Stockholders ' equity Y Total assets Equity-assets ratio at fair value = Market capitalization Y Total assets Years of debt redemption = Interest-bearing debts Y Cash flows from operating activities Interest coverage ratio = Cash flows from operating activities Y Interest expense Notes: 1. Each index is calculated from figures prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP). 2. Cash flows from operating activities are from the consolidated statements of cash flow. 3. Interest-bearing debt covers all liabilities with interest in the consolidated balance sheets. 3. Activities for the Future Digital Entertainment In our Computer & Video Games business, we plan to release Pro Evolution Soccer 5, the European version of WORLD SOCCER Winning Eleven 9, which has a hit in Japan. In Japan, meanwhile, we intend to expand our range of sports game titles with such offerings as the soccer game J. League Winning Eleven 9 Asia Championship, the and JIKKYOU PAWAFURU PUROYAKYU 12, KETTEIBAN in the PAWAPURO series and plan to release GENSOSUIKODEN V which is the sequel of popular series. Also slated is the release of METAL GEAR ACID 2, the latest installment in the Metal Gear series which incorporates the SOLID EYE TOBIDAC!D stereoscopic viewing system which will allow users to see the world in a whole new light. In addition, we will be enhancing our library of other popular titles, starting with the Yu-Gi-Oh! series that has enjoyed sustained popularity abroad. In our Toy & Hobby business, we plan further expansion of our product lineup, especially card games. The latest version of the Yu-Gi-Oh! card game is expected to go on sale in Japan, the U.S., and Europe, and by continuing to organize teaching events and competitions in various locations, we hope to make the series more globally popular than ever before. In the area of toys for boys, the GRANSAZERS and THE JUSTIRISERS collection will soon be joined by the SAZER X series, which is affiliated with the TV program of the same name that began broadcasting in October 2005. In our Amusement business, we will continue efforts to boost sales of items incorporating e-AMUSEMENT services for amusement arcades. As for video games, we will be releasing a new installment in the MAH-JONG FIGHT CLUB series now well established. In the area of token-operated games, we will concentrate on further strengthening sales of our popular large-scale horse-racing game machines. In our Online business, we intend to expand our WORLD SOCCER Winning Eleven series online match-up service to make it available in all parts of the globe on both PC and mobile formats. Plans also call for the Company's popular Tokimeki Memorial to go online as a school community game for large numbers of players. In the area of mobile content distribution services, we will make the most of our extensive library of content, beginning with the WORLD SOCCER Winning Eleven series, in our campaign to expand our service area and add new carriers to our line-up. In our Multimedia business, we plan to bring out a steady stream of music CDs, video DVDs, books and other items that feature Konami content. We also expect to continue producing our own original animated programs, tying in merchandise from in all sectors of our Digital Entertainment Segment. Gaming & System In this segment, plan to adopt a two-pronged approach that focuses on, first, slot machines, particularly the new K2V gaming platform that attracted strong attention at the recent gaming expo, and, second, casino management systems. In October 2005, we concluded a sales agreement which installment amounts are the biggest for the Company in the past years for the Casino Management System with a casino directly operated by the government of Quebec in Canada. With the legalization of gambling in Pennsylvania and other jurisdictions in North America and growing demand in Europe and Southeast Asia, we believe the gaming market is poised for further expansion. The Company intends to make the most of this opportunity, both by tapping the increased production capacity provided by our new office building, and by enhancing our customer service and training facilities, indispensable to strengthening system sales. Health & Fitness In our fitness club management business, we plan to continue expanding our network of high-quality facilities in pursuit of our goal of providing safe, clean, comfortable sports clubs that cater to all our customers' fitness needs. In the fitness products business, we plan to make further headway in installing the e-XAX IT health management system, enhance our lineup of original supplements and products for the home and actively develop products and services designed to help seniors stay healthy and avoid the need for nursing care. In July 2005, The Company decided to give its name to the Asia Series 2005, the first official international baseball championship in which the top baseball teams from China, Chinese Taipei, South Korea, and Japan will compete for the top spot in Asia. This event, to take place in November, is officially called the KONAMI CUP Asia Series 2005. Through our Digital Entertainment and Health & Fitness segments, we help bring sports to people around the world. Also, as an official partner of Nippon Professional Baseball, we have long supported the healthy development of professional baseball. By sponsoring the Asia Series 2005, we hope again to create fun and excitement for sports lovers everywhere. We did not revise our consolidated earnings forecast for the year ending March 31, 2006, as announced on May 10, 2005. Year-end dividend payout for the consolidated fiscal year ending March 31, 2006 will be Y27 per share (dividend for the year: Y54 per share including an interim dividend of Y27 per share). Cautionary Statements with Respect to Outlook Statements made in this document 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 exercise entertainment 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, September 30, March 31, 2005 September 30, 2004 2005 2005 % % % ASSETS CURRENT ASSETS: Cash and cash equivalents Y 79,779 Y 75,678 Y 89,583 $668,593 Trade notes and accounts 25,017 25,029 33,577 221,124 receivable, net of allowance for doubtful accounts of Y754 million, Y 463 million ($ 4,090 thousand) and Y604 million at September 30, 2004, September 30, 2005 and March 31, 2005, respectively Inventories 23,826 22,550 15,488 199,223 Deferred income taxes, net 13,798 13,229 18,392 116,873 Prepaid expenses and other current 8,045 9,833 4,898 86,872 assets Total current assets 150,465 51.1 146,319 48.5 161,938 53.2 1,292,685 PROPERTY AND EQUIPMENT, net 47,394 16.1 52,277 17.3 46,595 15.3 461,852 INVESTMENTS AND OTHER ASSETS: Investments in marketable 130 185 165 1,634 securities Investments in affiliates 9,419 - 5,184 - Identifiable intangible assets 46,389 45,944 45,991 405,902 Goodwill 463 15,471 849 136,682 Lease deposits 23,684 25,032 24,216 221,150 Other assets 16,330 16,793 19,383 148,361 Total investments and other assets 96,415 32.8 103,425 34.2 95,788 31.5 913,729 TOTAL ASSETS Y 294,274 100.0 Y 302,021 100.0 Y 304,321 100.0 $2,668,266 See accompanying notes to consolidated financial statements Millions of Yen Thousands of U.S. Dollars September 30, September 30, March 31, 2005 September 30, 2004 2005 2005 % % % LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Short-term borrowings Y 7,073 Y 9,990 Y8,582 $88,259 Current portion of long-term debt 17,591 17,147 16,727 151,489 and capital lease obligations Trade notes and accounts payable 16,477 13,399 16,134 118,376 Accrued income taxes 21,960 19,770 28,372 174,662 Accrued expenses 18,173 17,248 19,875 152,381 Deferred revenue 6,088 5,986 5,396 52,885 Other current liabilities 4,139 4,080 4,741 36,045 Total current liabilities 91,501 31.1 87,620 29.0 99,827 32.8 774,097 LONG-TERM LIABILITIES: Long-term debt and capital lease 52,572 40,717 52,780 359,723 obligations, less current portion Accrued pension and severance 2,357 2,614 2,344 23,094 costs Deferred income taxes, net 20,731 14,936 16,147 131,955 Other long-term liabilities 2,307 6,670 1,879 58,927 Total long-term liabilities 77,967 26.5 64,937 21.5 73,150 24.0 573,699 TOTAL LIABILITIES 169,468 57.6 152,557 50.5 172,977 56.8 1,347,796 MINORITY INTEREST IN 24,959 8.5 15,598 5.2 25,487 8.4 137,804 CONSOLIDATED SUBSIDIARIES COMMITMENTS AND CONTINGENCIES - - - - - - - STOCKHOLDERS' EQUITY: Common stock, no par value- Authorized 450,000,000 shares; 47,399 16.1 47,399 15.7 47,399 15.6 418,756 issued 128,737,566 shares at September 30, 2004 and March 31, 2005, 139,531,708 shares at September 30, 2005; Outstanding 119,823,294 shares at September 30, 2004, 130,306,075 shares at September 30, 2005 and 119,481,411 shares at March 31, 2005 Additional paid-in capital 46,736 15.9 70,376 23.3 46,736 15.4 621,751 Legal Reserve - 207 0.1 - 1,829 Retained earnings 32,152 10.9 41,308 13.7 37,776 12.4 364,944 Accumulated other comprehensive 950 0.3 2,745 0.9 2,217 0.7 24,251 income Total 127,237 43.2 162,035 53.7 134,128 44.1 1,431,531 Treasury stock, at cost- 8,914,272 shares, 9,225,633 shares (27,390) (9.3) (28,169) (9.3) (28,271) (9.3) (248,865) and 9,256,155 shares at September 30, 2004, September 30, 2005 and March 31, 2005, respectively Total stockholders' equity 99,847 33.9 133,866 44.3 105,857 34.8 1,182,666 TOTAL LIABILITIES AND Y 294,274 100.0 Y 302,021 100.0 Y 304,321 100.0 $2,668,266 STOCKHOLDERS' EQUITY See accompanying notes to consolidated financial statements (2) Consolidated Statements of Operations (Unaudited) Millions of Yen Thousands of U.S. Dollars Six months ended Six months ended Year ended Six months September 30, September 30, ended 2004 2005 March 31, 2005 September 30, 2005 % % % NET REVENUES: Product sales revenue Y 74,933 Y 74,377 Y183,030 $ 657,099 Service revenue 39,076 37,493 77,661 331,239 Total net revenues 114,009 100.0 111,870 100.0 260,691 100.0 988,338 COSTS AND EXPENSES: Costs of products sold 45,409 44,038 114,547 389,063 Costs of services rendered 33,205 36,572 65,816 323,103 Selling, general and administrative 23,544 23,798 52,192 210,247 Total costs and expenses 102,158 89.6 104,408 93.3 232,555 89.2 922,413 Operating income 11,851 10.4 7,462 6.7 28,136 10.8 65,925 OTHER INCOME (EXPENSES): Interest income 239 365 518 3,225 Interest expense (475) (531) (971) (4,691) Gain on sale of shares of an - 6,917 563 61,109 affiliated company Other, net (29) 122 (804) 1,077 Other income (expenses), net (265) (0.2) 6,873 6.1 (694) (0.3) 60,720 INCOME BEFORE INCOME TAXES, 11,586 10.2 14,335 12.8 27,442 10.5 126,645 MINORITY INTEREST AND EQUITY IN NET INCOME(LOSS) OF AFFILIATED COMPANIES INCOME TAXES: 5,819 5.1 7,167 6.4 7,902 3.0 (63,318) INCOME BEFORE MINORITY INTEREST AND 5,767 5.1 7,168 6.4 19,540 7.5 63,327 EQUITY IN NET INCOME(LOSS) OF AFFILIATED COMPANIES MINORITY INTEREST IN INCOME OF 1,590 1.4 204 0.2 2,761 1.1 (1,802) CONSOLIDATED SUBSIDIARIES EQUITY IN NET INCOME(LOSS) OF (2,551) (2.3) - - (6,293) (2.4) - AFFILIATED COMPANIES NET INCOME Y 1,626 1.4 Y 6,964 6.2 Y10,486 4.0 $61,525 See accompanying notes to consolidated financial statements PER SHARE DATA: Yen U.S. Dollars Six months Six months Year ended Six months ended ended ended September 30, September 30, March 31, September 30, 2004 2005 2005 2005 Basic net income per share Y13.51 Y53.45 Y 87.41 $ 0.47 Diluted net income per share 13.51 53.44 87.41 0.47 Weighted-average common shares outstanding 120,388,556 130,300,952 119,970,052 See accompanying notes to consolidated financial statements Consolidated Statements of Stockholders' Equity (Unaudited) (3) For the six months ended September 30, 2004 Millions of Yen Common Additional Legal Retained Accumulated Treasury Total Stock Paid-in Earnings Other Stockholders'@Equity Capital Comprehensive Stock, Reserve Income (Loss) at Cost Balance at Y Y46,736 Y- Y33,779 Y(119) Y Y102,129 47,399 (25,666) March 31, 2004 Net income 1,626 1,626 Cash dividends, Y (3,253) (3,253) 27.0 per share Foreign currency 1,322 1,322 translation adjustments Net unrealized (253) (253) gains on available-for-sale securities Repurchase of (1,724) (1,724) treasury stock Balance at Y Y46,736 Y- Y 32,152 Y950 Y Y99,847 47,399 (27,390) September 30, 2004 For the six months ended September 30, 2005 Millions of Yen Common Additional Legal Retained Accumulated Treasury Total Stockholders' Stock Paid-in Earnings Other Equity Capital Reserve Comprehensive Stock, Income (Loss) at Cost Balance at Y Y46,736 Y@ - Y37,776 Y2,217 Y Y105,857 47,399 (28,271) March 31, 2005 Net income 6,964 6,964 Cash dividends, Y (3,225) (3,225) 27.0 per share Foreign currency 749 749 translation adjustments Net unrealized (221) (221) losses on available-for-sale securities Transfer from 207 207 Retained Earnings Transfer to Legal (207) (207) Reserve Common stock 23,583 23,583 issued Stock compensation 57 57 Reissuance of 102 102 treasury stock Balance at Y Y70,376 Y207 Y41,308 Y2,745 Y Y133,866 47,399 (28,169) September 30, 2005 See accompanying notes to consolidated financial statements For the year ended March 31, 2005 Millions of Yen Common Additional Legal Retained Accumulated Treasury Total Stock Paid-in Earnings Other Stock, Stockholders' Capital Reserve Comprehensive Equity Income (Loss) at Cost Balance at Y47,399 Y46,736 Y- Y33,779 Y(119) Y Y102,129 (25,666) March 31, 2005 Net income 10,486 10,486 Cash dividends, Y (6,489) (6,489) 54.0 per share Foreign currency 2,285 2,285 translation adjustments Net unrealized (20) (20) gains on available-for-sale securities Adjustment for 71 71 minimum pension liability Repurchase of (2,605) (2,605) treasury stock Balance at Y47,399 Y46,736 Y - Y37,776 Y2,217 Y Y105,857 (28,271) March 31, 2005 For the six months ended September 30, 2005 Thousands of U.S. Dollars Common Additional Legal Retained Accumulated Treasury Total Stock Paid-in Earnings Other Stockholders' Capital Reserve Comprehensive Stock, Equity Income (Loss) at Cost Balance at $418,756 $412,899 $ - $333,740 $19,586 $ $935,215 (249,766) September 30, 2004 Net income 61,525 61,525 Cash dividends, (28,492) (28,492) $0.24 per share Foreign currency 6,617 6,617 translation adjustments Net unrealized (1,952) (1,952) losses on available-for-sale securities Transfer from 1,829 1,829 Retained Earnings Transfer to Legal (1,829) (1,829) Reserve Common stock issued 208,348 208,348 Stock compensation 504 504 Reissuance of 901 901 treasury stock Balance at $418,756 $621,751 $1,829 $364,944 $24,251 $ $1,182,666 (248,865) September 30, 2005 See accompanying notes to consolidated financial statements (4) Consolidated Statements of Cash Flows (Unaudited) Millions of Yen Thousands of U.S. Dollars Six months Six months Year ended Six months ended ended ended March 31, September 30, 2005 September September 2005 30, 2004 30, 2005 Cash flows from operating activities: Net income Y 1,626 Y 6,964 Y 10,486 $ 61,525 Adjustments to reconcile net income to net cash provided by operating activities - Depreciation and amortization 4,224 5,054 9,360 44,651 Allowance (Reversal) for doubtful receivables (455) 814 (400) 7,191 Loss on sale or disposal of property and 635 830 1,553 7,333 equipment, net Loss on sale of marketable securities 46 - 46 - Gain on sales of shares of an affiliated company - (6,917) (563) (61,110) Equity in net loss of affiliated companies 2,551 - 6,293 - Minority interest 1,590 204 2,761 1,802 Deferred income taxes 1,616 4,104 (7,615) 36,258 Change in assets and liabilities, net of business acquired: Decrease (increase) in trade notes and accounts 955 10,797 (5,632) 95,388 receivable Decrease (increase) in inventories (5,246) (6,156) 2,949 (54,386) Increase (decrease) in trade notes and accounts (23) (2,619) 352 (23,138) payable Increase (decrease) in accrued income taxes (1,418) (10,268) 4,954 (90,715) Other, net 446 (537) 3,216 (4,744) Net cash provided by operating activities 6,547 2,270 27,760 20,055 Cash flows from investing activities: Proceeds from sales of shares of affiliated - 11,016 1,407 97,323 companies Capital expenditures (7,764) (6,187) (15,818) (54,660) Proceeds from sales of property and equipment 333 2,310 696 20,408 Proceeds from sales of investments in marketable 22 - 22 - securities Acquisition of a new subsidiary, net cash - 1,433 - 12,660 aquired Decrease in lease deposits, net 165 (827) (542) (7,306) Expenditure from acquisition of minority - (695) - (6,140) interests Other, net (647) 88 (108) 777 Net cash provided by (used in) investing (7,891) 7,138 (14,343) 63,062 activities Cash flows from financing activities: Net increase (decrease) in short-term borrowings 4,485 (3,632) 6,001 (32,088) Repayments of long-term debt (588) (642) (1,177) (5,672) Principal payments under capital lease (1,176) (1,210) (2,255) (10,690) obligations Redemption of bonds - (15,000) - (132,521) Dividends paid (4,217) (3,341) (7,963) (29,517) Purchases of treasury stock by parent company (2,605) (256) (1,724) (29) Purchases of treasury stock by subsidiaries (3,555) (1) (3,593) (9) Other, net (39) 15 (78) 134 Net cash used in financing activities (6,814) (23,840) (11,670) (210,619) Effect of exchange rate changes on cash and cash 1,052 527 951 4,656 equivalents Net increase (decrease) in cash and cash (7,106) (13,905) 2,698 (122,847) equivalents Cash and cash equivalents, beginning of the 86,885 89,583 86,885 791,440 period Cash and cash equivalents, end of the period Y 79,779 Y 75,678 Y 89,583 $668,593 See accompanying notes to consolidated financial statements 5. Segment Information (Unaudited) (1) Operations in Different Industries Six months ended Digital Gaming Health & Other, Consolidated Entertainment Fitness September 30, Corporate and 2004 Eliminations (Millions of Yen) Net revenue: Customers Y 64,489 Y 5,898 Y 39,719 Y 3,903 Y 114,009 Intersegment 411 - 59 (470) - Total 64,900 5,898 39,778 3,433 114,009 Operating 52,510 5,141 38,038 6,469 102,158 expenses Operating income Y 12,390 Y 757 Y 1,740 Y (3,036) Y 11,851 (loss) Six months ended Digital Health & Other, Consolidated Entertainment Fitness September 30, Gaming Corporate and 2005 Eliminations (Millions of Yen) Net revenue: Customers Y 65,864 Y 4,727 Y 40,553 Y 726 Y 111,870 Intersegment 807 - 56 (863) - Total 66,671 4,727 40,609 (137) 111,870 Operating 53,623 4,724 39,928 6,133 104,408 expenses Operating income Y 13,048 Y 3 Y 681 Y (6,270) Y 7,462 (loss) Year ended Digital Health & Other, Consolidated Entertainment Fitness March 31, 2005 Gaming Corporate and Eliminations (Millions of Yen) Net revenue: Customers Y 162,797 Y 11,641 Y 78,843 Y 7,410 Y 260,691 Intersegment 874 2 263 (1,139) - Total 163,671 11,643 79,106 6,271 260,691 Operating 131,018 10,201 77,059 14,277 232,555 expenses Operating income Y 32,653 Y 1,442 Y 2,047 Y (8,006) Y 28,136 (loss) Six months ended Digital Health & Other, Consolidated Entertainment Fitness September 30, Gaming Corporate and 2005 Eliminations (Thousands of U.S. Dollars) Net revenue: Customers $ 581,889 $ 41,762 $ 358,274 $ 6,413 $ 988,338 Intersegment 7,129 - 494 (7,623) - Total 589,018 41,762 358,768 (1,210) 998,338 Operating 473,743 41,735 352,752 54,183 922,413 expenses Operating income $ 115,275 $ 27 $ 6,016 $ (55,393) $ 65,925 (loss) Notes: 1. Primary businesses of each segment are as follows: Digital Entertainment Segment: Digital Entertainment Segment contains former three business segments, Computer & Video Games, Toy & Hobby and Amusement, and two new business areas, Online and Multimedia to respond to the change on the digital entertainment market. Computer & Video Games: Production, manufacture and sale of video game software for consoles. Production of contents for mobile phones. Distribution of video game software produced by third parties. Production of online game software. Toy & Hobby: Planning, production, manufacture and sale of card games, electronic toys, toys for boys, candy toys, figures, character goods and others. Amusement: Planning, manufacture and sale of the content for amusement facilities such as video games and token- operated games. Online: Creation of systems for online games. Management and operation of online servers. Distribution of the content for mobile phones. Multimedia: Planning, production and sale of the products related to music and video. Planning, production and sale of books and magazines. Gaming & System segment: Production manufacture and sale of gaming machines for casinos and casino management systems. Health & Fitness Segment: Management of fitness centers. Production manufacture and sale of gaming machines and health-related products. 2. Computer & Video game Segment, Toy & Hobby Segment and Amusement Segment were reorganized to Digital Entertainment Segment effective on April 1, 2005. Thus, records in previous fiscal year are reclassified into new business segment. 3. 'Other' consists of segments which do not meet the quantitative criteria for separate presentation under SFAS No. 131 'Disclosures about Segments of an Enterprise and Related Information.' 4. 'Corporate' primarily consists of administrative expenses of the Company. 5. 'Eliminations' primarily consist of eliminations of intercompany sales and of intercompany profits on inventories. 6. Intersegment revenues primarily consist of Digital Entertainment segment to Health & Fitness segment sales of hardware and components from Amusement Health & Fitness. 7. Gaming segment had changed its name to Gaming & System segment from October 1, 2005. (2) Operations in Geographic Areas Six months ended Japan Americas Europe Asia Total Eliminations Consolidated September 30, 2004 /Oceania /Others (Millions of Yen) Net revenue: Customers Y 85,676 Y 14,422 Y 10,099 Y 3,812 Y 114,009 - Y 114,009 Intersegment 21,709 852 51 43 22,655 Y (22,655) - Total 107,385 15,274 10,150 3,855 136,664 (22,655) 114,009 Operating expenses 94,885 15,097 9,915 3,188 123,085 (20,927) 102,158 Operating income Y 12,500 Y 177 Y 235 Y 667 Y 13,579 Y (1,728) Y 11,851 Six months ended Japan Americas Europe Asia Total Eliminations Consolidated September 30, 2005 /Oceania /Others (Millions of Yen) Net revenue: Customers Y 90,332 Y 12,358 Y 5,120 Y 4,060 Y 111,870 - Y 111,870 Intersegment 11,396 881 22 64 12,363 Y (12,363) - Total 101,728 13,239 5,142 4,124 124,233 (12,363) 111,870 Operating expenses 93,063 13,557 6,923 3,268 116,811 (12,403) 104,408 Operating income Y 8,665 Y (318) Y (1,781) Y 856 Y 7,422 Y 40 Y 7,462 Year ended Japan Americas Europe Asia Total Eliminations Consolidated March 31, 2005 /Oceania /Others (Millions of Yen) Net revenue: Customers Y 176,566 Y 41,480 Y 34,878 Y 7,767 Y 260,691 - Y 260,691 Intersegment 57,123 1,593 450 419 59,585 Y (59,585) - Total 233,689 43,073 35,328 8,186 320,276 (59,585) 260,691 Operating expenses 211,500 41,682 32,207 6,684 292,073 (59,518) 232,555 Operating income Y 22,189 Y 1,391 Y 3,121 Y 1,502 Y 28,203 Y (67) Y 28,136 Six months ended Japan Americas Europe Asia Total Eliminations Consolidated September 30, 2005 /Oceania /Others (Thousands of U.S. Dollars) Net revenue: Customers $ 798,056 $ 109,179 $ 45,234 $ 35,869 $ 988,338 - $ 988,338 Intersegment 100,681 7,783 194 565 109,223 $ (109,223) - Total 898,737 116,962 45,428 36,434 1,097,561 (109,223) 988,338 Operating expenses 822,183 119,772 61,163 28,872 1,031,990 (109,557) 922,413 Operating income $ 76,554 $ (2,810) $ (15,735) $ 7,562 $ 65,571 $ 354 $ 65,925 Note: 1. For the purpose of presenting its operations in geographic areas above, the Company and its subsidiaries attribute revenues from external customers to individual countries in each area based on where products are sold and services are provided. Notes (Unaudited) 1. The U.S. dollar amounts included herein represent a translation using the mid price for telegraphic transfer of U.S. dollars as of September 30, 2005 of Y113.19 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. 2. The consolidated financial statements presented herein were prepared in accordance with U.S. generally accepted accounting principles('U.S.GAAP') Subsequent events For Six months ended September 30, 2004 The Board of Directors of the Company resolved a plan to set a limit to acquisition of treasury stock on October 21, 2004, pursuant to Article 211-3-1-2 of the Commercial Code of Japan to perform a timely and flexible capital strategy. Details of the Limit to Acquisition of Treasury Stocks 1. Type of shares to be acquired: Common Stock of the Company 2. Number of shares to be acquired: 1.5 million shares (maximum) 3. Total cost of shares to be acquired: 4.5 billion yen (maximum) 4. Treasury stock acquiring schedule: From November 11, 2004 to May 10, 2005 For Six months ended September 30, 2005 The Company, Konami Sports Life Corporation (hereafter referred as 'Konami Sports Life') and Konami Sports Corporation (hereafter referred as 'Konami Sports') hereby announce that their respective Boards of Directors' decided through resolutions at meetings held on today, November 7, 2005, to merge Konami Sports Life into Konami Sports into new Konami Sports, and to effect share exchange share exchange between the new Konami Sports and the Company, and have executed a basic agreement among the three companies as parties thereto. The Company will also shift to a holding company structure by separating its digital entertainment business into a newly formed wholly owned subsidiary. I. Merger of Konami Sports Life into Konami Sports into new Konami Sports and turning Konami Sports into wholly owned subsidiary of the Company by share exchange. 1.Objective It is expected that the multiple needs of the Health & Fitness service industry will expand as the arrival of population ages, birth rates decline, and people become more health-conscious. To meet the change in the current environment, we plan to merge Konami Sports, which operates sports clubs, and Konami Sports Life, which provides health and fitness products and services, to create new markets and provide more kinds of health and fitness services. In addition, we plan to turn Konami Sports into a wholly owned subsidiary of the Company by share exchange to allocate management resources properly, speed up management decisions and maximize shareholder value. 2. Outline of merger Schedule of the merger (planned) January 5, 2006 Board of Director's meeting to approve the resolution of basic agreement January 26, 2006 Shareholders' meeting for approval on merger contracts February 28, 2006 Date of merger Method of merger Konami Sports will be the surviving company and Konami Sports Life will subsequently be dissolved. Merger ratio Registered name Konami Sports Corporation Konami Sports Life Corporation (Surviving company) (Dissolving company) Merger ratio 1 3.99 Share allotment ratio 3.99 shares of Konami Sports will be allotted to 1 share of Konami Sports Life. Basis for the determination of merger ratio The calculation of the merger ratio was conducted by Nikko Cordial Securities Inc., ('Nikko') independently and reasonably based on each subject company's request. Nikko calculated the range of the merger ratio using adjusted a net asset method for Konami Sports Life and the market share price method and the DCF method (Discounted Cash Flow method) for Konami Sports. The merger ratio was agreed after consideration and negotiation between the subject companies based on the above evaluations. However, this merger ratio may be changed after discussions between the subject companies in the event material changes in the basis of calculation occur. Number of shares to be allotted with respect to the merger Konami Sports will allot 15,760,500 shares of its common stock held as treasury stock, which includes 15,457,741 shares that will be succeeded from Konami Sports Life, to the Company as a shareholder of Konami Sports Life. Cash paid due to merger Cash will not to be paid for this merger. 3. Outline of share exchange Share exchange schedule (planned) January 5, 2006 Board of Director's meetings to approve execution of on share exchange agreement. January 26, 2006 Extraordinary Shareholders' meetings for approval of share exchange agreement. February 23, 2006 Date of delisting of Konami Sports. March 1, 2006 Date of share exchange. Method of share exchange In the condition of effectiveness of merger between Konami Sports Life and Konami Sports, the Company and Konami Sports will execute share exchange that the Company will become a complete parent company and Konami Sports will become a wholly owned subsidiary. Share exchange ratio Registered name Konami Corporation Konami Sports Corporation Complete parent company A wholly owned subsidiary Share exchange ratio 1 0.79 Share allotment ratio 0.79 shares of Konami will be allotted to 1 share of Konami Sports. However, there will be no share allotment for Konami Sports' shares that will be allotted to the Company upon the merger between Konami Sports and Konami Sports Life. Basis of calculation of share exchange ratio The calculation of share exchange ratio was conducted by Nikko independently and reasonably based on each subject company's request. Nikko calculated the range of the share exchange ratio using the market share price method and the DCF method for Konami Corporation and Konami Sports. The share exchange ratio was agreed after consideration and negotiation between the subject companies based on the above evaluations. However, this share exchange ratio may be changed after discussions between the subject companies in the event material changes in the basis of calculation occur. Number of shares will be allotted with respect to the share exchange The Company will allot a total 9,898,911 shares of its common stock, including 4,024,078 newly issued shares and 5,874,833 shares held as treasury stocks. Cash paid due to share exchange Cash will not to be paid for this share exchange. II. Shifting to holding company structure by company separation 1. Objective The Konami group will endeavor to increase enterprise value and shareholder value and fulfill the social responsibility of the Konami group by achievement of the main aims provided below under the new holding company structure. Improving management transparency Konami group will endeavor to strengthen group governance through taking this opportunity to shift to a holding company structure, to build on the work on corporate governance we have done actively until now. We will pursue management transparency by further strengthening of our group management structure, separating the decision and supervision functions of the group, delineating the execution function in each business clearly, speeding up our management decision making, and executing business evaluation and allocating management resources from our shareholders' point of view. Creating a speedy and flexible management structure. We will make clear the position within our group that each of the Digital Entertainment Business, Health & Fitness Business and Gaming & System Business have within our group and try to respond more speedily and flexibly to changes in each business environment, with each of our group companies pursuing its area of specialty and creativity in each business area. In addition, we will try to create a structure that can execute business tie-ups, capital acquisitions and other activities more quickly. Creating a complete profit responsibility structure. We will make our profit responsibility structure clear by assessing the profitability of each business more completely. The holding company will have functions of planning the corporate strategy of the entire group, planning for investment projects through the allocation of management resources and checking the status of business execution within each subsidiary. Business subsidiaries will make timely and speedy decisions in each company's business area. Thus, we will aim to maximize our business values at the Konami group level. 2. Outline of company separation Schedule of separation (planned) January 5, 2006 Boards of Directors' meeting for preparation of separation planning documents January 26, 2006 Extraordinary shareholders' meetings for approval of separation planning documents March 31, 2006 Date of separation Method of separation The method to be used will be a company separation, with Konami (the Company) as the separating company and a newly established Konami Digital Entertainment as the succeeding company. For the fiscal year ended March 31, 2005 On December 16, 2004, the Company entered into a plan of merger agreement with three of its consolidated subsidiaries, Konami STUDIO, Konami TYO and Konami JPN, which was approved in the extraordinary shareholders' meeting of each company held on February 22, 2005. Under the terms of the agreement, 0.42, 1.00 and 0.81 of one share of the Company' common stocks were exchanged for each common share of Konami STUDIO, Konami TYO and Konami JPN. The Company consummated the mergers on April 1, 2005, by issuing 10,794,142 new common shares to minority shareholders of those merged companies. The Company will account for the acquisition of additional equity interest in the merged companies as a step-acquisition. On April 25, 2005, the Company sold its entire equity interest in Takara, an equity-method investee, for total cash consideration of Y11,016 million. The sale resulted in a gain of Y6,360 million. On April 27, 2005, the Company acquired an additional 3,000,000 shares of Hudson's newly issued common stock for total consideration of Y1,434 million in cash. Accordingly, the Company's equity ownership interest in Hudson increased from 45.47 % to 53.99 % and, as a result, Hudson became a consolidated subsidiary. The transaction will be accounted for as a step-acquisition. On June 23, 2005, the shareholders of the Company approved the Company's Board of Directors resolutions on May 10 and 19, 2005 for approval of the nine plans of stock subscription rights to directors and employees of the Company and its subsidiaries. Those stock subscription rights plans are intended to enable the grant of stock options and the total maximum number of shares issuable under the plans is 1,562,900 shares of common stock of the Company. The exercise periods will range from 4 months to 24 months through June 30, 2009, and exercise prices will range from Y1,670 to Y2,857, except for one plan for which the exercise price has not been set but will be equal to 1.20 times the daily average closing price on the Tokyo Stock Exchange for the month prior to the grant date. 6. Summary of Non-consolidated Financial Results for the Six Months Ended September 30, 2005 (Prepared in Accordance with Japanese GAAP) November 7, 2005 KONAMI CORPORATION Address: 4-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo, Japan Stock code number: 9766 URL: www.konami.net Shares listed: Tokyo Stock Exchange, New York Stock Exchange, London Stock Exchange and Singapore Exchange Representative: Kagemasa Kozuki, Chairman of the Board and Chief Executive Officer Contact: Noriaki Yamaguchi, Executive Vice President and Chief Financial Officer (Phone: +81-3-5220-0163) Date of Board Meeting to approve the financial November 7, 2005 results: Date of commencement of interim dividend payment: November 30, 2005 Adoption of interim dividend system: Yes Adoption of unit trading system: Yes (1 unit: 100 shares) 1. Financial Results for the Six Months Ended September 30, 2005 (1) Results of Operations (Figures truncated) Net Operating Ordinary revenues income income (Y million) Change (Y million) Change (Y million) Change Six months ended Y51,016 (12.6)% Y5,179 709.2% Y 9,408 155.3% September 30, 2005 Six months ended 58,350 (21.4) 640 (95.3) 3,685 (78.6) September 30, 2004 Year ended 134,117 4,261 13,447 March 31, 2005 Net Net income income per share (Y million) Change (Y) Six months ended Y11,197 304.8% Y85.93 September 30, 2005 Six months ended 2,766 (75.1) 22.98 September 30, 2004 Year ended 12,794 105.33 March 31, 2005 Notes: 1. Weighted-average common shares outstanding Six months ended September 30, 2005: 130,300,952 shares Six months ended September 30, 2004: 120,388,556 shares Year ended March 31, 2005: 119,970,052 shares 2. Change in accounting policies: None 3. Change (%) of net revenues, operating income, ordinary income and net income represents the percentage change of the increase or decrease compared to the same period of the previous year. (2) Dividends Cash dividends per share Interim Annual (Y) (Y) Six months ended September 30, 2005 Y27.00 - Six months ended September 30, 2004 27.00 - Year ended March 31, 2005 - Y54.00 (3) Financial Position (Figures truncated) Total stockholders' Equity-assets Total stockholders' Total assets equity ratio equity per share (Y million) (Y million) (%) (Y) September 30, 2005 Y203,217 Y149,486 73.6 Y1,147.20 September 30, 2004 179,580 105,512 58.8 880.57 March 31, 2005 187,798 111,423 59.3 931.24 Notes: Number of shares outstanding September 30, 2005: 130,306,075 shares September 30, 2004: 119,823,294 shares March 31, 2005: 119,481,411 shares Number of treasury stock September 30, 2005: 9,225,633 shares September 30, 2004: 8,914,272 shares March 31, 2005: 9,256,155 shares 2. Financial Forecast for the Year Ending March 31, 2006 Net Ordinary Net Cash dividends per share revenues income income Year-end Annual (Y million) (Y million) (Y million) (Y) (Y) Year ending March 31, 2006 Y27.00 Y54.00 Note: 1. Non-consolidated financial forecast for the year ending March 31, 2006 is not disclosed. 7. Non-consolidated Financial Statements (1) Non-consolidated Balance Sheets (Unaudited) (Millions of Yen) September 30, 2004 September 30, 2005 March 31, 2005 % % % ASSETS CURRENT ASSETS: Cash and cash equivalents Y32,470 Y57,773 Y37,121 Trade notes receivable - 1 - Trade accounts receivable 15,195 12,207 18,233 Inventories 6,592 13,061 5,585 Other (Note 1) 20,474 16,711 19,163 Allowance for doubtful accounts (167 ) ) (199 ) (16 Total current assets 74,566 41.5 99,738 49.1 79,904 42.5 FIXED ASSETS: Tangible fixed assets (Note 2) 2,392 3,709 1,986 Intangible fixed assets 6,830 11,767 11,332 Investments and other assets 95,791 88,001 94,574 Investment securities 89,231 80,654 87,678 Other 6,685 7,446 7,008 Allowance for doubtful accounts (125 ) (98 ) (111 ) Total fixed assets 105,013 58.5 103,478 50.9 107,894 57.5 TOTAL ASSETS Y 100.0 Y203,217 100.0 Y 100.0 179,580 187,798 See accompanying notes to non-consolidated financial statements (Millions of Yen) September 30, 2004 September 30, 2005 March 31, 2005 % % % LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Trade notes payable Y5,887 Y1,448 Y5,662 Trade accounts payable 8,721 8,710 8,589 Current portion of long-term 912 2,152 912 debt Current portion of long-term 15,000 15,000 15,000 bonds Income taxes payable 134 573 3,245 Other (Note 4) 6,157 7,236 7,598 Total current liabilities 36,814 20.5 35,120 17.3 41,008 21.9 LONG-TERM LIABILITIES: Straight bonds 30,000 15,000 30,000 Long-term debt 4,428 2,276 3,972 Allowance for directors' 1,354 1,332 retirement 1,354 Benefits Allowance for loss incurred 1,430 - - by subsidiaries Long-term deposits received 41 2 41 Total long-term liabilities 37,253 20.7 18,610 9.1 35,367 18.8 Total liabilities 74,067 41.2 53,730 26.4 76,375 40.7 STOCKHOLDERS'' EQUITY: Common Stock 47,398 26.4 47,398 23.3 47,398 25.2 Additional paid-in capital 47,106 26.2 60,236 29.6 47,106 25.1 Retained earnings 38,395 21.4 70,018 34.5 45,188 24.1 Legal reserve - 206 - Voluntary earned surplus 29,094 34,094 29,094 Unappropriated earned surplus 9,300 35,716 16,093 Net unrealized gains on 1 0.0 1 0.0 0 0.0 available-for-sale securities Treasury Stock (27,389 ) (15.2 ) (28,168 ) (13.8 ) (28,271 ) (15.1 ) Total stockholders' equity 105,512 58.8 149,486 73.6 111,423 59.3 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY Y 100.0 Y203,217 100.0 Y187,798 100.0 179,580 See accompanying notes to non-consolidated financial statements (2) Non-consolidated Statements of Operations (Unaudited) (Millions of Yen) Six months ended Six months ended Year ended September 30, 2004 September 30, 2005 March 31, 2005 % % % Net revenues Y58,350 100.0 Y51,016 100.0 Y134,117 100.0 Cost of revenues 46,423 79.6 33,041 64.8 107,121 79.9 Gross profit 11,927 20.4 17,975 35.2 26,995 20.1 Selling, general and administrative 11,286 19.3 12,795 22,733 16.9 expenses 25.1 Operating income 640 1.1 5,179 10.1 4,261 3.2 Non-operating income (Note 1) 3,339 5.7 4,505 8.8 9.838 7.3 Non-operating expenses (Note 2) 295 0.5 276 0.5 652 0.5 Ordinary income 3,685 6.3 9,408 18.4 13,447 10.0 Extraordinary income (Note 3) 0 0.0 5,788 11.3 1,722 1.3 Extraordinary losses (Note 4) 12 0.0 25 0.0 67 0.1 Income before income taxes 3,673 6.3 15,172 29.7 15,102 11.2 Income taxes: Current 672 697 4,410 Deferred 234 3,277 (2,102) Total income taxes 906 1.6 3,974 7.8 2,308 1.7 Net income 2,766 4.7 11,197 21.9 12,794 9.5 Unappropriated earned surplus 6,534 7,710 6,534 carried forward Received undistributed profit from - 16,808 - merger Interim cash dividends - - 3,235 Unappropriated earned surplus Y9,300 Y35,716 Y16,093 See accompanying notes to non-consolidated financial statements Basis of Presentation The accompanying interim non-consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in Japan. Summary of Significant Accounting Policies 1. Marketable and Investment Securities Investments in subsidiaries and affiliated companies and other securities for which the market value is not readily determinable are stated at cost based on the moving average method. Other securities for which the market value is determinable are stated at market value as of the balance sheet date. Unrealized gains and losses on those securities are reported in the stockholders' equity and the cost of securities sold is determined by the moving average method. 2. Derivative Financial Instruments Derivative financial instruments are stated at market value. 3. Inventories Inventories other than work in process are stated at cost determined by the moving average method. Work in process consisting of hardware products is stated at cost determined by the moving average method while work in process consisting of software products is stated at cost determined by the specific identification method. 4. Depreciation Methods Tangible fixed assets are depreciated using the declining balance method while intangible fixed assets are amortized mainly using the straight-line method. For in-house software, amortization is computed using the straight-line method based on the estimated useful life of 5 years. Long-term prepaid expenses are amortized using the straight-line method. 5. Provisions (a) Allowance for doubtful accounts Generally, allowance for doubtful accounts is calculated based on the actual ratio of bad debt losses incurred. For specific accounts with higher possibility of bad debt loss, the allowance is determined by independent judgment. (b) Allowance for employees' retirement benefits (Prepaid pension expense) Allowance for retirement benefits to be paid to employees as of balance sheet date is calculated based on the estimated amount of the projected benefit obligation and the plan assets at the fiscal year-end. Unrecognized net transition asset or obligation is amortized over 13 years. Unrecognized actuarial net gain or loss will be amortized from the following fiscal year within the average remaining service period of 8 years on a straight-line basis. (c) Allowance for directors' retirement benefits Required amount for retirement benefits to be paid to directors as of balance sheet date is reserved as liability. (d) Allowance for loss incurred by subsidiaries Allowance for loss incurred by subsidiaries is provided at the amount determined based on its financial condition. 6. Foreign Currency Translation Monetary assets and liabilities denominated in foreign currencies are translated at the current exchange rates as of the balance sheet date, and the translation gains and losses are credited or charged to income. 7. Leases Finance leases other than those that deem to transfer ownership of the leased property to the lessee are accounted for as operating lease transactions. 8. Other significant matters (a) Consumption Tax Consumption tax is excluded from the stated amount of revenue and expenses. Notes to Non-consolidated Financial Statements Notes to Balance Sheets 1. Net amount of consumption tax payable and consumption tax to be refunded at September 30, 2004, is included in 'Other' of current assets. 2. Accumulated depreciation of tangible fixed assets is as follows: (Millions of Yen) September 30, 2004 September 30, 2005 March 31, 2005 Accumulated depreciation of tangible fixed assets Y3,306 Y5,734 Y3,949 3. The Company guarantees subsidiaries' loans payable to financial institutions as follows: (Millions of Yen) September 30, 2004 September 30, 2005 March 31, 2005 Konami Software Shanghai, Inc. Y87 Y97 Y- (US$ 785 thousand) (US$ 863 thousand) - Total Y87 Y97 Y- 4. Net amount of consumption tax payable and consumption tax to be refunded at September 30, 2005, is included in 'Other' of current liabilities. 5. Number of shares issued for the six months ended September 30, 2005. Reason for Issue: Merger Issued date: April 1, 2005 Number of shares issued: 10,794,142 shares Issued price: - Total capitalized amount: - Notes to Statements of Operations 1. Non-operating income mainly consists of the following: Six months ended September 30, 2004: Interest income: Y 35 million, Dividend income: Y 3,199 million, Foreign exchange gains: Y 57 million Six months ended September 30, 2005: Interest income: Y 29 million, Dividend income: Y 4,394 million, Foreign exchange gains: Y 4 million Year ended March 31, 2005: Interest income: Y 64 million, Dividend income: Y 9,418 million, Foreign exchange gains: Y 245 million 2. Non-operating expenses mainly consist of the following: Six months ended September 30, 2004: Bond interest expenses: Y 200 million Six months ended September 30, 2005: Bond interest expenses: Y 200 million Year ended March 31, 2005: Bond interest expenses: Y 400 million 3. Extraordinary income mainly consists of the following: Six months ended September 30, 2004: None Six months ended September 30, 2005: Gain on sale of shares of affiliated companies: Y 5,555million Year ended March 31, 2005: Gain on sale of shares of affiliated companies: Y 703 million 4. Extraordinary losses mainly consist of the following: Six months ended September 30, 2004: Loss on sale and disposal of fixed assets : Y 12 million Six months ended September 30, 2005: Loss on sale and disposal of fixed assets: Y 25 million Year ended March 31, 2005: Loss on sale and disposal of fixed assets: Y 67 million 5. Depreciation expense for each period is as follows: (Millions of Yen) September 30, 2004 September 30, 2005 March 31, 2005 Tangible fixed assets Y464 Y634 Y1,303 Intangible fixed assets 285 1,352 715 Leases Finance leases other than those deemed to transfer ownership of leased property to the lessee: 1. Acquisition cost, accumulated depreciation, accumulated impairment and ending balance of leased assets (Millions of Yen) September 30, 2004 Acquisition Accumulated Ending cost depreciation balance Tangible Y811 Y361 Y449 fixed assets Intangible 10 3 7 fixed assets Total Y821 Y364 Y456 (Millions of Yen) September 30, 2005 March 31, 2005 Acquisition Accumulated Ending Acquisition Accumulated Ending cost depreciation balance cost depreciation balance Tangible fixed assets Y662 Y386 Y275 Y772 Y419 Y353 Intangible 10 5 4 10 4 6 fixed assets Total Y672 Y391 Y280 Y782 Y423 Y359 2. Obligations under finance leases (Millions of Yen) September 30, 2004 September 30, 2005 March 31, 2005 Due within one year Y188 Y156 Y166 Due after one year 288 136 209 Total Y476 Y292 Y375 3. Lease payments, depreciation expense, interest expense and impairment loss (Millions of Yen) Six month ended Six month ended Year ended September 30, 2004 September 30, 2005 March 31, 2005 Lease payments Y110 Y87 Y211 Depreciation expense 105 84 202 Interest expense 2 3 6 4. Depreciation expense is computed according to the straight-line method with lease term as useful life and salvage value of zero. 5. Interest expense is defined as the difference between total lease payment and acquisition cost, and allocated using the effective interest method to each period. 6. There is no impairment loss allocated to lease assets. Investments in Subsidiaries and Affiliated Companies Investments in subsidiaries and affiliated companies as of each balance sheet date are as follows: (Millions of Yen) September 30, 2004 September 30, 2005 March 31, 2005 Balance Balance Balance sheet sheet sheet amount Market amount Market amount Market value value value Differences Differences Differences Investments Y1,312 Y46,073 Y44,761 Y8,167 Y6,618 Y(1,548) in Y1,312 Y49,991 Y48,679 subsidiaries Investments 12,194 15,005 2,810 - - - 12,194 14,756 2,562 in affiliated companies Total Y13,506 Y61,078 Y47,571 Y8,167 Y6,618 Y(1,548) Y13,506 Y64,748 Y51,241 Subsequent Events For Six months ended September 30, 2004 The Board of Directors of the Company resolved a plan to set a limit to acquisition of treasury stock on October 21, 2004, pursuant to Article 211-3-1-2 of the Commercial Code of Japan to perform a timely and flexible capital strategy. Details of the Limit to Acquisition of Treasury Stocks 1. Type of shares to be acquired: Common Stock of the Company 2. Number of shares to be acquired: 1.5 million shares (maximum) 3. Total cost of shares to be acquired: 4.5 billion yen (maximum) 4. Treasury stock acquiring schedule: From November 11, 2004 to May 10, 2005 5. Acquisition of method: (a) Direct purchase from Securities Company (b) Purchase through Securities Company by preannouncement (c) Purchase through Securities Company by trust For Six months ended September 30, 2005 1. The Company merged with Konami Marketing Japan, Inc., ('KMJ'), a wholly owned consolidated subsidiary of the Company, effective on October 1, 2005, pursuant to resolutions of meetings of the Boards of Directors of the Company held on July 28, 2005. Prior to the merger with the Company, KMJ divided its distribution and customer-service departments and established a new consolidated subsidiary 'Konami Logistics and Service, Inc.'. (1) Objective of Merger KMJ has operated the sales, logistics and service distribution functions for the Company's computer & video games, card games toys, and amusement arcade machines including advertisement,. The Company will take over KMJ's sales and promotion operations, and cover total functions from planning and production up to advertisement and sales promotion for the Company's digital entertainment business. We believe that integrating KMJ's businesses and management division into the Company will enable us to operate the business more effectively and timely. (2) Method of Merger The Company is the surviving entity and KMJ was subsequently dissolved. This merger took place without the approval of a meeting of the Company's shareholders in accordance with Article 413-3-1 of the Japanese Commercial Code. In addition, KMJ divided its distribution and customer-service departments, and established a new consolidated subsidiary without the approval of a meeting of KMJ's shareholders in accordance with Article 374-6-1 of the Japanese Commercial Code. Effective date of Merger: October 1, 2005 Merger Ratio The Company KMJ 1.00 1.00 Cash Paid for the Merger: Cash will not be paid for the merger. (3) Outline of Merging Companies Registered name The Company KMJ (Surviving company) (Dissolved company) Total Assets 187,798 million yen 13,857 million yen Stockholders' Equity 111,423 million yen 4,934 million yen Number of employees 876 employees 304 employees Capital 47,398 million yen 1,162 million yen Total number of shares issued 128,737,566 shares 23,173 shares Main Business Planning, production and Sales and promotion activities of distribution activities of online consumer game software, card games, consumer game software, games toys and amusement machines card game, toys, contents for for whole sale amusement facility and contents for mobile phone Financial figures above are as ended March, 2005 (4) Outline of New Consolidated Company Registered name Konami Logistics and Service, Inc. Number of employees 113 employees Capital 100 million yen Total number of shares issued 100 shares Main business Repair, customer-service, set-up and delivery of amusement and health & fitness related 2. The Company, Konami Sports Life Corporation (hereafter referred as 'Konami Sports Life') and Konami Sports Corporation (hereafter referred as 'Konami Sports') hereby announce that their respective Boards of Directors' decided through resolutions at meetings held on today, November 7, 2005, to merge Konami Sports Life into Konami Sports into new Konami Sports, and to effect share exchange share exchange between the new Konami Sports and the Company, and have executed a basic agreement among the three companies as parties thereto. The Company will also shift to a holding company structure by separating its digital entertainment business into a newly formed wholly owned subsidiary. (1) Merger of Konami Sports Life into Konami Sports into new Konami Sports and turning Konami Sports into wholly owned subsidiary of the Company by share exchange. A. Objective It is expected that the multiple needs of the Health & Fitness service industry will expand as the arrival of population ages, birth rates decline, and people become more health-conscious. To meet cthe change in the current environment, we plan to merge Konami Sports, which operates sports clubs, and Konami Sports Life, which provides health and fitness products and services, to create new markets and provide more kinds of health and fitness services. In addition, we plan to turn Konami Sports into a wholly owned subsidiary of the Company by share exchange to allocate management resources properly, speed up management decisions and maximize shareholder value. B. Outline of merger Schedule of merger (planned) January 5, 2006 Board of Director's meeting to approve the resolution of the basic agreement. January 26, 2006 Extraordinary shareholders' meeting approval of merger contracts February 28, 2006 Date of merger Method of merger Konami Sports will be the surviving company and Konami Sports Life will subsequently be dissolved. Merger ratio Registered name Konami Sports Corporation Konami Sports Life Corporation (Surviving company) (Dissolving company) Merger ratio 1 3.99 Share allotment ratio 3.99 shares of Konami Sports will be allotted to 1 share of Konami Sports Life. Basis for the determination of merger ratio The calculation of the merger ratio was conducted by Nikko Cordial Securities Inc., ('Nikko') independently and reasonably based on each subject company's request. Nikko calculated the range of the merger ratio using adjusted a net asset method for Konami Sports Life and the market share price method and the DCF method (Discounted Cash Flow method) for Konami Sports. The merger ratio was agreed after consideration and negotiation between the subject companies based on the above evaluations. However, this merger ratio may be changed after discussions between the subject companies in the event material changes in the basis of calculation occur. Number of shares to be allotted with respect to the merger Konami Sports will allot 15,760,500 shares of its common stock held as treasury stock, which includes 15,457,741 shares that will be succeeded from Konami Sports Life, to the Company as a shareholder of Konami Sports Life. Cash paid due to merger Cash will not to be paid for this merger. 3. Outline of share exchange Share exchange schedule (planned) January 5, 2006 Board of Director's meeting to approve execution of the share exchange agreement. January 26, 2006 Extraordinary shareholders' meetings for approval of share exchange agreement. February 23, 2006 Date of delisting of Konami Sports. March 1, 2006 Date of share exchange. Method of share exchange In the condition of effectiveness of merger between Konami Sports Life and Konami Sports, the Company and Konami Sports will execute share exchange that the Company will become a complete parent company and Konami Sports will become a wholly owned subsidiary. Share exchange ratio Registered name Konami Corporation Konami Sports Corporation Complete parent company A wholly owned subsidiary Share exchange ratio 1 0.79 Share allotment ratio 0.79 shares of the Company will be allotted to 1 share of Konami Sports. However, there will be no share allotment for Konami Sports' shares that will be allotted to the Company upon the merger between Sports and Konami Sports Life. Basis of calculation of share exchange ratio The calculation of share exchange ratio was conducted by Nikko independently and reasonably based on each subject company's request. Nikko calculated the range of the share exchange ratio using the market share price method and the DCF method for Konami Corporation and Konami Sports. The share exchange ratio was agreed after consideration and negotiation between the subject companies based on the above evaluations. However, this share exchange ratio may be changed after discussions between the subject companies in that the event material changes in the basis of calculation occur. Number of shares will be allotted with respect to the share exchange The Company will allot a total 9,898,911 shares of its common stock, icluding 4,024,078 newly issued shares and 5,874,833 shares held as treasury stocks. Cash paid due to share exchange Cash will not to be paid for this share exchange. II. Shifting to holding company structure by company separation 1. Objective The Konami group will endeavor to increase enterprise value and shareholder value and fulfill the social responsibility of the Konami group by achievement of the main aims provided below under the new holding company structure. Improving management transparency Konami group will endeavor to strengthen group governance through taking this opportunity to shift to a holding company structure, to build on the work on corporate governance we have done actively until now. We will pursue management transparency by further strengthening of our group management structure, separating the decision and supervision functions of the group, delineating the execution function in each business clearly, speeding up our management decision making, and executing business evaluation and allocating management resources from our shareholders' point of view. Creating a speedy and flexible management structure. We will make clear the position within our group that each of the Digital Entertainment Business, Health & Fitness Business and Gaming & System Business have within our group and try to respond more speedily and flexibly to changes in each business environment, with each of our group companies pursuing its area of specialty and creativity in each business area. In addition, we will try to create a structure that can execute business tie-ups, capital acquisitions and other activities more quickly. Creating a complete profit responsibility structure. We will make our profit responsibility structure clear by assessing the profitability of each business more completely. The holding company will have functions of planning the corporate strategy of the entire group, planning for investment projects through the allocation of management resources and checking the status of business execution within each subsidiary. Business subsidiaries will make timely and speedy decisions in each company's business area. Thus, we will aim to maximize our business values at the Konami group level. 2. Outline of company separation Schedule of separation (planned) January 5, 2006 Boards of Directors' meeting for approval of separation planning documents January 26, 2006 Extraordinary shareholders' meetings for approval of separation planning documents March 31, 2006 Date of separation Method of separation The method to be used is a company separation, with the Company as the separating company and a newly established, Konami Digital Entertainment as the succeeding company. 3. Corporate profiles after shifting to holding company structure. (1) @KONAMI CORPORATION Main Business Planning and execution of management strategy to improve the profitability of the entire group, as well as the management of business execution within each subsidiaries. Head office location 2-4-1, Marunouchi, Chiyoda-ku, Tokyo, Japan Representative Chairman of the Board Kagemasa Kozuki Capital 47,398 million yen Total Assets Undecided (2) @Konami Digital Entertainment Co., Ltd. Main Business Planning, production, manufacturing and distribution of online games, computer & video games, amusement machines, toys, card games, contents for mobile phone, music, image software, books, and magazines. Head office location 6-10-1, Roppongi, Minato-ku, Tokyo, Japan Representative Representative Director and President Fumiaki Tanaka Capital Undecided Total Assets Undecided (3) @Konami Sports & Life CorporationiFormerly Konami Sports Corporationj Main Business Management of sports clubs. Operation of Fitness Clubs, and development, manufacturing and sales of health and care support machines and health and care support goods. Providing health services and prevention of care. Head office location 4-10-1, Higashi-Shinagawa, Shinagawa-ku, Tokyo, Japan Representative Representative Director and President Toshimitsu Oishi Capital 5,040 million yen Total assets Undecided (*)Konami Sports Corporation will change its registered name to Konami Sports & Life Corporation on March 31, 2006, after executing share exchange. 4. Outline concerning company (1) Registered KONAMI Konami Sports Konami Sports Life name CORPORATION Corporation Corporation As of September 30, 2005 As of September 30, As of September 30, 2005 2005 (2) Main business Planning, production, and Operating fitness Developing, distribution of computer & clubs, swimming manufacturing and video games, amusement schools, gymnastic sales on fitness and machines, toys, card games, schools and other care support machines online games, contents for relating business. and fitness and care mobile phone, music, image support goods. software, books, and magazines. (3) Date of March 19, 1973 March 14, 1973 December 16, 1975 incorporation (4) Head office 2-4-1, Marunouchi, 4-10-1, 4-10-27, location Chiyoda-ku, Tokyo Higashi-shinagawa, Higashi-shinagawa, Shinagawa-ku, Tokyo Shinagawa-ku, Tokyo (5) Representative Kagemasa Kozuki, Chairman of Toshimitsu Oishi, Fumiaki Tanaka, the Board and CEO Representative Chairman of the Board Director and President (6) Capital 47,398 million yen 5,040 million yen 15,050 million yen (7) Total number 139,531,708 shares 28,290,768 shares 3,950,000 shares of shares issued (8) Shareholders' 149,486 million yen 11,368 million yen 30,630 million yen Equity (9) Total assets 203,217 million yen 48,719 million yen 32,329 million yen (10) Financial year March 31 March 31 March 31 end (11) Number of 1,960 employees 1,507 employees 80 employees employees (12) Major venders (Suppliers) (Suppliers) (Suppliers) and customers Sony Computer Entertainment Konami Sports Life Konami Corporation Inc. (Purchasers) Japan Beverage Inc. Nintendo Co., Ltd. Individual member, (Purchasers) (Purchasers) Corporate member Konami Sports Konami Digital Entertainment Inc. (13) Major Kozuki Holding 9.69% Konami 54.64% KONAMI 100.00% shareholder's B.V. Sports Life CORPORATION and Corporation shareholding Kozuki 9.69% Japan 2.45% ratios Foundation For Trustee Sports and Bank of Education Japan, Ltd. The Master Trust 7.46% Bank of Japan, Ltd, Konami 1.50% Sports Japan Trustee 7.46% Employee Bank of Japan, Stock Ltd. Purchase KONAMI 6.61% Association CORPORATION (14) Main banks Sumitomo Mitsui Banking Bank of Sumitomo Mitsui Corporation Tokyo-Mitsubishi Ltd. Banking Corporation (15) Relationship among concerning company Capital The Company owns 100% of the issued shares of Konami Sports Life. Konami Sports Life owns 54.64% of the issued shares of Konami Sports. Personnel The Chairman of the board of Konami Sports also serves as director of the Company. The Chairman of the board of Konami Sports Life also serves as executive corporate officer of the Company and director of Konami Sports. The President of Konami Sports also serves as President of Konami Sports Life. Transactions Konami Sports Life consigns the production of fitness machines to the Company. Konami Sports purchases fitness machines and health related goods from Konami Sports Life. (16)Results for the last three fiscal years A. KONAMI CORPORATION (Unit: million yenj Non-consolidated Consolidated Fiscal Year March 31, March 31, March 31, September March 31, March 31, March 31, September 2003 2004 2005 30, 2005 2003 2004 2005 30, 2005 Net sales 130,186 146,654 134,117 51,016 253,657 273,412 260,691 111,870 Operating 11,577 13,303 4,261 5,179 (21,870) 40,713 28,136 7,462 income Ordinary 13,068 16,910 13,447 9,408 (22,096) 40,107 27,442 14,335 income Net income (11,284) 10,381 12,794 11,197 (28,519) 20,104 10,486 6,964 Net income (92.82) 83.71 105.33 85.93 (234.58) 166.86 87.41 53.45 per share Annual dividend 54.00 54.00 54.00 27.00 | | | | per share (interim) Shareholders' 872.38 894.08 931.24 1,147.20 750.35 847.66 885.97 1,027.32 equity per share B. Konami Sports Corporation (Unit: million yen) Non-consolidated Consolidated Fiscal Year March 31, March 31, March 31, September March 31, March 31, March 31, September 2003 2004 2005 30, 2005 2003 2004 2005 30, 2005 Net sales 66,682 76,486 77,380 39,946 75,149 77,511 78,026 40,115 Operating 2,944 5,023 4,412 963 3,220 5,063 4,451 960 Income Ordinary 2,791 4,738 3,965 833 3,002 4,771 4,003 827 income Net income 950 1,157 1,204 301 933 1,155 1,216 291 Net income 34.67 43.81 48.08 12.50 34.05 43.71 48.59 12.07 per share Annual dividend 45.60 30.00 30.00 15.00 | | | | per share (interim) Shareholders' 572.44 545.43 473.20 471.12 578.43 551.92 480.59 478.08 equity per share C. Konami Sports Life Corporation (Unit: million yenj Non-consolidated Fiscal Year March 31, March 31, March 31, September 30, 2003 2004 2005 2005 Net sales 14,135 7,222 5,043 2,158 Operating 585 (157) (705) (42) income Ordinary 475 425 (242) 190 income Net income 239 223 (253) 152 Net income 101.24 56.60 (64.09) 38.45 per share Annual dividend per - - - - share Shareholders' 7723.64 7,780.25 7,716.16 7,754.60 equity per share Note: There is no consolidated financial statement for Konami Sports Life Corporation 5. Future forecast after shifting to holding company structure Forecasts for non-consolidated and consolidated operating results after company separation, merger and share exchange will be released as soon as they are determined. For the fiscal year ended March 31, 2005 1. The Company merged with Konami Computer Entertainment Studios, Inc, ('Konami STUDIO), Konami Computer Entertainment Tokyo, Inc, ('Konami TYO') and Konami Computer Entertainment Japan, Inc. ('Konami JPN'), (collectively, the 'Production Companies') effective on April 1, 2005, under the approval of shareholders' meetings of each company, held on February 22, 2005. (1) Objective of Merger Currently, for the Computer & Video Games business of Konami Group, Production Companies develop game software, and the Company merchandizes such game software as a publisher and then, the products are sold through sales subsidiaries in the Konami Group. With this merger, the Company will take over the three Production Company's active role. As a result, the Company will be an integrated game software publisher taking functions, from planning and developing products to acquiring merchandizing rights and sales promotion, which will enable us to be faster and more flexible in making business decisions. We will shift our managerial resources into the online game business which is expected to grow, integrating and sharing the creative forces and know-how in developing game software which each Production Company presently possesses separately. In addition, we will enhance the effectiveness of the merger by merging with Konami Online, Inc. on April 1, 2005, a wholly-owned subsidiary which is a core company in our online game business. We will also strive to improve synergy with our other businesses, including our Amusement business and Toy & Hobby business. (2) Method of Merger The Company is the surviving entity and absorbs Konami STUDIO, Konami TYO and Konami JPN, which was subsequently dissolved. Effective date of Merger April 1, 2005 Merger Ratio Konami Konami STUDIO Konami TYO Konami JPN 1.00 0.42 1.00 0.81 Cash paid for the Merger The Company set an appraised basis as, 50% of net income for the year ending March 31, 2005, less interim dividend. Standard date is the day before the merger date, and was paid to shareholders' of each company as shown in the table below. Konami STUDIO 0 million yen (0 yen Y per share) Konami TYO 424 million yen (88.00 yen Y per share) Konami JPN 271 million yen (55.50 yen Y per share) (3) Outline of Merging Companies Registered name Konami STUDIO Konami TYO Konami JPN Net revenues 8,907 million yen 15,766 million yen 11,232 million yen Net income 17 million yen 3,563 million yen 2,400 million yen Total Assets 7,826 million yen 17,791 million yen 18,193 million yen Stockholders' Equity 5,371 million yen 13,039 million yen 14,658 million yen Number of Employees 351 employees 293 employees 220 employees Capital 1,213 million yen 2,323 million yen 3,366 million yen Total number of shares 14,941,500 shares 14,601,840 shares 14,424,000 shares issued Main business Production, manufacture Production, manufacture Production, manufacture and sales for consumer and sales for consumer and sales for consumer game software game software game software Financial figures above are as ended March 2005 2. On April 11, 2005, pursuant to resolutions adopted at meeting of the Board of Directors, the Company supported HUDSON SOFT CO., LTD., ('Hudson') by accepting a third party allotment of new shares of Hudson, an equity method affiliate of the Company. As a result, the Company owned 53.99% of Hudson shares and Hudson became a consolidated subsidiary of the Company. (1) Objective of Merger Hudson expected to record a large loss in the fiscal year ended March 31, 2005, which was expected to result in a substantial reduction in its net worth, and it requested the assistance of the Company in connection with the reorganization of its business and operations. The Company has decided to accept the request and support its company. The Company will support its reorganization and drive for synergy with its company especially in online business area. (2) Method of acceptance of third share allotment of new shares Number of Shares Acquired: 3,000,000 shares (Acquisition Cost: 1,434 million yen) Date of Payment: April 27, 2005 (3) Outline of Hudson Registered name Hudson Net revenues 11,605 million yen Net income (8,382) million yen Total Assets 8,511 million yen Stockholders' Equity 744 million yen Number of Employee 480 employees Capital 4,347 million yen Total number of shares issued 16,214,000 shares Main business Production, manufacture and sales of contents for mobile, online and consumer game software Financial figures above are as ended March 2005 3. The Company made a decision to sale Takara Co., Ltd. ('Takara') shares, pursuant to resolutions adopted at meeting of the Board of Directors, held on April 25, 2005, and sold them on this very day. (1) Objective of sales of shares The Company held 20,104,000 shares, or 22.2% of the outstanding shares of Takara. In July 2000, in response to a request from Takara, the Company accepted a third party allotment of new shares of Takara, and the Company has supported Takara since then. However, the business environment for both parties has changed drastically over the last 4 years and 9 months, prompting the Company to review its capital relationship with Takara, which led to its decision to sell its holdings of Takara shares. (2) Outline of sale of holding shares Number of Shares Owned before the Sale 20,104,000 shares Number of Shares Sold 20,104,000 shares (Sale Price: 11,016 million yen) Number of Shares Owned after the Sale 0 shares Gain on the Sale 5,555million yen (Non-Consolidated Basis) Date of sale of holding shares April 25, 2005 (3) Outline of Takara Registered name Takara Net revenues 45,606 million yen Net income (20,385) million yen Total Assets 43,423 million yen Stockholders' Equity 8,725 million yen Number of Employees 484 employees Capital 18,121 million yen Total number of shares issued 90,462,244 shares Main business Production and sales of contents for toys Financial figures above are as ended March 2005 This information is provided by RNS The company news service from the London Stock Exchange
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