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8-K - 8-K - Liberty Global, Inc.a10-2382_38k.htm

Exhibit 99.1

 

(Translation from Japanese disclosure to JASDAQ)

 

January 28, 2010

[U.S. GAAP]

 

Consolidated Annual Financial Results Release

 

For the Year Ended December 31, 2009

 

Jupiter Telecommunications Co., Ltd. (Consolidated)

 

Company code number: 4817 (URL http://www.jcom.co.jp/)

Shares traded: JASDAQ

Executive position of legal representative: Tomoyuki Moriizumi, President & CEO

Please address all communications to:

Ken Sasaki, IR Department

Phone: +81-3-6765-8157

E-Mail: SasakiKe@jupiter.jcom.co.jp

Expected date of Annual Shareholder’s meeting: March 25, 2010

Expected date of filing of annual report: March 25, 2010  Expected date of dividend payment: March 26, 2010

 

1.              Consolidated operating results (From January 1, 2009 to December 31, 2009)

 

(1)         Consolidated financial results

 

(Fractional amounts rounded)

 

 

 

Revenue

 

Operating income

 

Income before
noncontrolling
interests and

income taxes

 

Net income
attributable to J:COM
shareholders

 

 

 

(Millions of yen)

 

%

 

(Millions of yen)

 

%

 

(Millions of yen)

 

%

 

(Millions of yen)

 

%

 

December 31, 2009

 

333,724

 

13.4

 

61,159

 

13.9

 

57,834

 

16.3

 

30,453

 

8.9

 

December 31, 2008

 

294,308

 

11.3

 

53,675

 

25.4

 

49,733

 

26.3

 

27,964

 

16.6

 

 

 

 

Net income
attributable to
J:COM
shareholders

per share(basic)

 

Net income
attributable to
J:COM
shareholders

per share(diluted)

 

Net income
attributable to J:COM
shareholders ratio

to net worth

 

Income before
noncontrolling
interests and
income tax ratio

to total assets

 

Income before
noncontrolling
interests and
income tax ratio

to total revenue

 

 

 

(Yen)

 

(Yen)

 

%

 

%

 

%

 

December 31, 2009

 

4,439.56

 

4,438.57

 

8.4

 

7.4

 

17.3

 

December 31, 2008

 

4,079.61

 

4,076.17

 

8.2

 

6.9

 

16.9

 

 

(Notes)

 

1. Equity in earnings of affiliates;

For the year ended December 31, 2009:     599 million yen    For the year ended December 31, 2008:    600 million yen

 

2. The percentages shown next to revenue, operating income, income before noncontrolling interest and income taxes and net income attributable to J:COM shareholders represent year-on-year changes.

 

(2)         Consolidated financial position

 

 

 

Total assets

 

J:COM Shareholders’
equity

 

Equity capital ratio
to total assets

 

J:COM Shareholders’
equity per share

 

 

 

(Millions of yen)

 

(Millions of yen)

 

%

 

(Yen)

 

December 31, 2009

 

801,657

 

374,902

 

46.8

 

54,649.54

 

December 31, 2008

 

755,670

 

349,352

 

46.2

 

50,940.10

 

 

(3)         Consolidated cash flow statement

 

 

 

Cash flows from
operating activities

 

Cash flows from
investing activities

 

Cash flows from
financing activities

 

Balance of cash &
cash equivalents

 

 

 

(Millions of yen)

 

(Millions of yen)

 

(Millions of yen)

 

(Millions of yen)

 

December 31, 2009

 

123,626

 

(56,558

)

(24,145

)

64,426

 

December 31, 2008

 

100,692

 

(76,357

)

(25,722

)

21,503

 

 

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2. Dividend information

 

 

 

Annual cash dividends per share
(Yen)

 

Total amount of

 

 

 

Total
amount of
dividends

 

 

 

End of
March,

2009

 

End of
June,

2009

 

End of
September,

2009

 

Year-end

 

Total

 

annual cash
dividends

(Millions of yen)

 

Dividends
payout ratio

(Millions of yen)

 

ratio to
shareholders’
equity

 

December 31, 2008

 

 

500.00

 

 

250.00

 

750.00

 

5,143

 

18.4

 

1.5

 

December 31, 2009

 

 

490.00

 

 

490.00

 

980.00

 

6,723

 

22.1

 

1.9

 

December 31, 2010 (Forecasts)

 

 

 

600.00

 

 

 

600.00

 

1,200.00

 

 

 

25.3

 

 

 

 

3. Consolidated forecasts for December 2010 term (from January 1, 2010 to December 31, 2010)

 

 

 

Revenue

 

Operating income

 

Income before
noncontrolling interests
and income taxes

 

Net income
attributable to
J:COM
shareholders

 

Net income
attributable to
J:COM
shareholders
per share

 

 

 

(Millions of yen)

 

(%)

 

(Millions of yen)

 

(%)

 

(Millions of yen)

 

(%)

 

(Millions of yen)

 

(%)

 

(Yen)

 

Annual

 

357,000

 

7.0

 

66,500

 

8.7

 

62,000

 

7.2

 

32,500

 

6.7

 

4,737.53

 

 

(Notes)  The percentages shown next to revenue, operating income, income before noncontrolling interests and income taxes and net income attributable to J:COM shareholders represent year-on-year changes

 

4.              Other information

 

(1) Change in significant consolidated subsidiaries : None

 

(2) Change in significant accounting and reporting policies

 

1.    Change in accounting methods in accordance with change in accounting policy : Yes

 

2.    Change in accounting methods other than above : None

 

(Note) Please refer to page 19.

 

(3) Outstanding shares

 

1. Number of issued shares at end of term (consolidated):

As of December 31, 2009: 6,940,110 shares    As of December 31, 2008: 6,938,107 shares

 

2 Number of treasury stock:

As of December 31, 2009:  80,000 shares     As of December 31, 2008:   80,000 shares

 

(Note) Regarding number of shares basis of per share data, please refer to page 23.

 

2



 

(Ref) Parent Company Only [JAPANESE GAAP]

 

1. Operating results (From January 1, 2009 to December 31, 2009)

 

(1)  Financial results

(In millions of yen, with fractional amounts rounded)

 

 

 

Revenue

 

Operating income

 

Ordinary income

 

Net income

 

 

 

 

 

%

 

 

 

%

 

 

 

%

 

 

 

%

 

December 31, 2009

 

130,700

 

10.8

 

12,465

 

19.3

 

12,568

 

19.9

 

8,452

 

21.1

 

December 31, 2008

 

117,933

 

9.4

 

10,448

 

28.2

 

10,477

 

21.0

 

6,982

 

10.4

 

 

 

 

Net income per share

 

Net income per share
(diluted)

 

 

 

 

 

 

 

 

 

 

 

(Yen)

 

(Yen)

 

 

 

 

 

 

 

 

 

December 31, 2009

 

1,232.17

 

1,231.90

 

 

 

 

 

 

 

 

 

December 31, 2008

 

1,018.59

 

1,017.73

 

 

 

 

 

 

 

 

 

 

The percentages shown next to revenue, operating income, ordinary income and net income represent year-on-year changes.

 

(2)  Financial position

(In millions of yen, with fractional amounts rounded)

 

 

 

Total assets

 

Net assets

 

Equity capital ratio
to total assets

 

Net assets
per share

 

 

 

(Millions of yen)

 

(Millions of yen)

 

(%)

 

(Yen)

 

December 31, 2009

 

501,132

 

253,882

 

50.6

 

36,991.88

 

December 31, 2008

 

439,479

 

250,404

 

57.0

 

36,505.18

 

 

(Notes) Stockholders’ equity:  As of December 31, 2009    ¥ 253,769 million  As of December 31, 2008    ¥ 250,356 million

 

(Cautionary note regarding future-related information)

 

The forecasts contained in this report have been prepared on the basis of information that is currently available. Because such estimates are inherently very uncertain, actual results may differ from the forecasts. The Company does not guarantee that it will achieve these estimated results and advises readers to refrain from depending solely on these forecasts. Readers should also note that the Company is under no obligation to revise this information on a regular basis.

 

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I. Business Results

 

(1) Analysis of Business Results

 

Throughout the fiscal year ended December 31, 2009, Jupiter Telecommunications Co., Ltd. (“J:COM” or “the Company”) continued to face fierce competition from major telecommunications and other rival companies in the broadcasting and telecommunication service markets. Under these circumstances, the J:COM Group (J:COM together with its consolidated subsidiaries) worked diligently to promote each of its Volume and Value strategies, which collectively aim to increase the number of service subscribing households while improving the monthly average revenue per unit (ARPU).

 

Taking into consideration the aforementioned operating conditions and J:COM Group endeavors, the total number of subscribing households (the number of households that subscribe to one or more services) as of December 31, 2009 rose by 107,400 (3%) compared with the previous fiscal year-end to 3,274,800 households. By type of service, from December 31, 2008 to December 31, 2009, cable television subscribers grew by 41,600 (2%) to 2,598,600 households. Of this total, the number of J:COM TV Digital subscribers rose by 351,400 (18%) to 2,348,400 households, accounting for 90% of all cable television subscribers as compared to 78% at December 31, 2008. The number of high-speed Internet access and telephony services subscribers increased by 98,100 (7%) and 193,300 (12%), respectively as compared to December 31, 2008, rising to 1,584,900 households and 1,763,100 households, respectively as of December 31, 2009.

 

ARPU slightly declined by ¥63 to ¥7,726, due mainly to the inclusion of newly acquired systems. However, excluding the impact of newly acquired systems, ARPU increased ¥30, to ¥7,819. Total revenue for the fiscal year ended December 31, 2009 amounted to ¥333,724 million, a year-on-year increase of 13%. Operating income climbed 14% to ¥61,159 million.

 

The bundle ratio (Number of services subscribed to per subscribing household) increased from 1.77 as of December 31, 2008 to 1.82 as of December 31, 2009.

 

The average monthly churn rates for our cable television, high-speed Internet and telephony services averaged 1.0%, 1.2% and 0.7% for the year ended December 31, 2008 compared to 1.1%, 1.2%, and 0.8% for the year ended December 31, 2009.

 

Efforts by the Company to Implement Its Growth Strategy

 

In the fiscal year under review, the J:COM Group steadfastly advanced each of its Volume, Value and  Content strategies.

 

In promoting its Volume strategy aimed at increasing the number of service subscribing households, the J:COM Group undertook the following three priority measures:

 

1.               Bolstered efforts to secure new subscribing households in regions experiencing increasingly intense competition while minimizing churn-

 

(a) Kansai region

 

The Company reviewed its existing basic monthly rate schedules for the Kansai region. As a result, in April 2009, J:COM launched the “Value Plan,” a new price package for triple-play service comprising cable television, high-speed Internet access and telephony services. The Company commissioned a series of terrestrial broadcast television commercials throughout the region to enhance public recognition and awareness as well as to boost sales of the new plan.

 

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(b) Kanto region

 

The Company released a new triple-play service plan that successfully packages high-speed Internet access, telephony and terrestrial digital broadcast retransmission services in August 2009 to minimize churn rates.

 

2.               Captured new subscribing households leading up to the complete changeover to terrestrial digital broadcasting-

 

Recognizing the complete changeover to terrestrial digital broadcasting in July 2011 as a significant business opportunity, the J:COM group placed considerable weight on efforts to capture the estimated 1,150,000 unconnected communal reception households within its service area by providing retransmission service of terrestrial broadcasts using J:COM Group network. During the fiscal year under review, buoyed by negotiations with several firms, the Company successfully contracted for approx. 540,000 households to deliver terrestrial retransmission service. The J:COM group promotes pay services including retransmission digital service to these communal reception households.

 

3.               Diversified sales and marketing channels-

 

At the J:COM Group, sales and marketing activities have historically centered on home visits by direct sales representatives. Recognizing the difficulty in contacting potential subscribers by engaging in door-to-door sales, J:COM strove to expand points of customer contact and to diversify sales and marketing channels. To this end, the J:COM Group undertook to implement the following initiatives:

 

(a) Raise awareness through mass advertising-

 

The J:COM Group launched its first nationwide terrestrial broadcast television commercial campaign (excluding Sendai area) in October and November 2009 in an effort to raise awareness and stimulate interest in the J:COM brand and J:COM services.

 

(b)Reinforce efforts to capture new subscribing households through increased use of J:COM Shops, inbound customer centers and website-

 

During the fiscal year under review, J:COM actively increased the number of J:COM Shops, which collectively comprise its nationwide sales network. As a result, the number of J:COM Shops as of December 31, 2009 was 85, an increase of 35 shops as compared to the end of the previous fiscal year. Complementing this initiative, the J:COM Group made effective use of flyers and inserts to further boost the contributions from its inbound customer centers and website. Leveraging the benefits of these diverse sales channels, the J:COM Group concentrated on increasing the number of subscribing households.

 

From a Value strategy perspective, the J:COM Group moved forward with the following three priority measures as a part of its efforts to increase ARPU:

 

1.               Enhance added value of existing services-

 

J:COM worked to expand sales in the context of its cable television hard disk recording (“HDR”) service, which enables the recording of high definition (HD) broadcasts to an internal hard disk drive using a set-top box (monthly fee ¥840) along with “HDR Plus”, that features an enhanced DVD recording system and increased recording capacity (monthly fee ¥1,260). Turning to the J:COM Group’s Video-on-Demand (VOD) services, the Company worked diligently to increase usage by enhancing attractiveness and usability to subscribers. Concentrating on efforts to augment its catch-up programming lineup, the Company added five new services during the fiscal year ended December 31, 2009, including Fuji TV on Demand, TV Asahi Videos and FOX ON DEMAND which specializes in the latest overseas dramas.

 

Buoyed by successful efforts promoting the 160 Mbps super high-speed Internet access service to its existing menu for subscribers who prefer super high-speed Internet access, J:COM increased its 160 Mbps subscriber numbers 1.7 times compared with the end of the previous fiscal year to 183,900 households.

 

5



 

2.               Improvement in bundle ratio through a new pricing strategy-

 

Underpinned by the introduction of the “Value Plan” to the Kansai region and the subsequent pickup in sales, the upswing in the bundle ratio (the number of services offered per subscribing household) gathered momentum. Taking the aforementioned into consideration, the increase in ARPU growth throughout the Kansai area outpaced that of other regions.

 

3.               Increase in ARPU through the integration of acquired companies-

 

During the fiscal year under review, J:COM vigorously worked to introduce its proven methods to recently acquired systems. This included the integration of the J:COM Group’s sales and marketing methods, the unification of product and service content, and efforts to ensure consistency through the consolidation of customer management systems. Focusing particularly on the former Mediatti Communications, Inc. and its subsidiaries (“Mediatti”) acquired in December 2008, J:COM completed integration and commenced marketing activities in four of the six Mediatti systems. These comprised J:COM Tojo Co., Ltd. in July 2009, Edogawa Cable Television, Inc. (J:COM Edogawa) and City Cable Net, Inc. (J:COM Tokorozawa) both in September 2009, and City Telecom Kanagawa, Inc. (J:COM Kanagawa Central) in November 2009. Through these means, Mediatti’s RGU grew by 12% during the year ended December 31, 2009, contributing to the increase of bundle ratio by 0.07 from 1.37 as of December 31, 2008 to 1.44 as of December 31, 2009. ,

 

From the perspective of ongoing and sustainable growth, the need to increase household penetration rates of pay multi-channel broadcasting services is a pressing issue not only for the J:COM Group but also for the market as a whole. In this context, continuous improvement in programming quality is an essential prerequisite. In order to achieve this end, the J:COM Group placed considerable weight on its Content strategy. As a part of this strategy, J:COM acquired additional outstanding shares in its equity-method affiliate J SPORTS Broadcasting Corporation (“J SPORTS”), Japan’s largest sports channel broadcaster. As a result, J SPORTS was consolidated as a subsidiary company from October 1, 2009. Through this initiative, J:COM is working to strengthen collaboration between J SPORTS and the Company as well as its J:COM Group channel network, in order to reinforce the J:COM Group’s competitiveness and brand image, and boost its programming content procurement capabilities. At the same time, the consolidation of J SPORTS has allowed the Company to further fulfill its leading role in revitalizing and expanding the overall pay multi-channel broadcast market.

 

Overview of business results

 

In the following discussion, we quantify the impact of acquisitions on our results of operations. The acquisition impact represents our estimate of the difference between the operating results of the periods under comparison that is attributable to the timing of an acquisition. In general, we base our estimate of the acquisition impact on an acquired entity’s operating results during the first three months following the acquisition date such that changes from those operating results in subsequent periods are considered to be organic changes. Included as acquisition impacts in the below discussion are the (i) January 2008 acquisition of Kyoto Cable Communications Co., Ltd., (ii) the February 2008 business transfer from the Kobe City Development & Management Foundation (arrangement for Cablenet Kobe-Ashiya Co., Ltd., to take over a portion of the service area of Kobe Cable Vision), (iii) the August 2008 consolidation of Fukuoka Cable Network Co., Ltd., (iv) the December 2008 acquisition of Jyohoku New Media Co., Ltd. (Taito Cable Television), (v) the December 2008 acquisition of Mediatti Communications, Inc. and its subsidiaries, and (vi) the October 2009 acquisition of J Sports Broadcasting Corporation (JSB).

 

Revenue

 

Total revenue increased by ¥39,416 million, or 13% from ¥294,308 million for the year ended December 31, 2008 to ¥333,724 million for the year ended December 31, 2009. This increase includes ¥24,420 million that is attributable to the aggregate impact of acquisitions. Excluding the effects of these acquisitions, total revenue increased by ¥14,996 million, or 5%.

 

6



 

Subscription fees increased by ¥35,887 million, or 14%, from ¥251,849 million for the year ended December 31, 2008 to ¥287,736 million for the year ended December 31, 2009. This increase includes ¥21,544 million that is attributable to the aggregate impact of acquisitions. Excluding the impact of acquisitions, subscription fees increased by ¥14,343 million, or 6%.

 

Cable television subscription fees increased by ¥21,478 million, or 16%, from ¥134,425 million for the year ended December 31, 2008 to ¥155,903 million for the year ended December 31, 2009. The increase in cable television subscription revenue includes a ¥5,459 million, or 4% organic increase in subscription fees that is attributable to an increase in the average number of digital cable subscribers, for which we charge a higher fee compared to our analog cable service. As of December 31, 2009, 90% of cable television subscribers were receiving our digital service, compared to 78% as of December 31, 2008.

 

High-speed Internet subscription fees increased by ¥10,046 million, or 14% from ¥73,479 million for the year ended December 31, 2008 to ¥83,525 million for the year ended December 31, 2009. The increase in high-speed Internet subscription revenue includes a ¥5,956 million, or 8% organic increase in subscription fees that is attributable to the net effect of (i) an increase in the average number of high-speed Internet subscribers and (ii) lower ARPU primarily due to product bundling discounts.

 

Telephony subscription fees increased by ¥4,363 million, or 10%, from ¥43,945 million for the year ended December 31, 2008 to ¥48,308 million for the year ended December 31, 2009. The increase in telephony subscription revenue includes a ¥2,928 million, or 7% organic increase attributable to the net effect of (i) an increase in the average number of telephony subscribers and (ii) lower ARPU due to a decrease in call volumes.

 

Other revenue increased by ¥3,529 million, or 8%, from ¥42,459 million for the year ended December 31, 2008 to ¥45,988 million for the year ended December 31, 2009. The organic increase in other revenue of ¥653 million, or 2% is primarily attributable to higher PRC (Poor Reception Compensation) revenue partially offset by lower construction and installation revenue.

 

Operating Costs and Expenses

 

Operating and programming costs increased by ¥10,951 million, or 10%, from ¥112,099 million for the year ended December 31, 2008 to ¥123,050 million for the year ended December 31, 2009. This increase includes ¥8,323 million that is attributable to the aggregate impact of acquisitions. The remaining increase is due to an increase in subscriber related cost and personnel cost, which was partially offset by lower construction costs.

 

Selling, general and administrative expenses increased by ¥6,827 million, or 11%, from ¥59,514 million for the year ended December 31, 2008 to ¥66,341 million for the year ended December 31, 2009. This increase includes ¥6,817 million that is attributable to the aggregate impact of acquisitions. The remaining increase is primarily attributable to the net effect of increases in personnel costs and advertising-sales promotion costs and decrease of commission costs.

 

Depreciation and amortization expenses increased by ¥14,154 million, or 21%, from ¥69,020 million for the year ended December 31, 2008 to ¥83,174 million for the year ended December 31, 2009. This increase is attributable to the aggregate impact of acquisitions and additions to fixed assets related to the installation of services to new customers.

 

Operating income, as a result of the above items, increased by ¥7,484 million, or 14% from ¥53,675 million for the year ended December 31, 2008 to ¥61,159 million for the year ended December 31, 2009.

 

Interest expense, net increased by ¥453 million, or 10%, from ¥4,719 million for the year ended December 31, 2008 to ¥5,172 million for the year ended December 31, 2009.

 

Income before noncontrolling interests and income taxes increased by ¥8,101 million, or 16% from ¥49,733 million for the year ended December 31, 2008 to ¥57,834 million for the year ended December 31, 2009.

 

7



 

Net income attributable to J:COM shareholders increased by ¥2,489 million, or 9%, from ¥27,964 million for the twelve months ended December 31, 2008 to ¥30,453 million for the twelve months ended December 31, 2009 for the reasons discussed above.

 

Outlook for the coming fiscal year

 

(In millions in yen)

 

 

 

Revenue

 

Operating Income

 

Income before
noncontrolling interests
and income taxes

 

Net Income
attributable to
J:COM shareholders

 

December 31, 2009 (Actual)

 

333,724

 

61,159

 

57,834

 

30,453

 

December 31, 2010 (Forecast)

 

357,000

 

66,500

 

62,000

 

32,500

 

Change (%)

 

7.0

 

8.7

 

7.2

 

6.7

 

 

Having a stagnant pay multi-channel broadcast market and weak economy in the background, the J:COM Group’s operating environment is becoming more and more severe in the intense competition among major telecommunications and related companies. On the other hand, as a group that delivers terrestrial digital solutions, J:COM recognizes the planned complete changeover to terrestrial digital broadcasting in July 2011 as a significant business opportunity.

 

Under these circumstances, the J:COM Group will proactively reinforce its efforts to capitalize on this digital service demand and aggressively target potential new customers in order to expand its subscriber base. In addition to further bolstering its marketing capabilities, the J:COM Group will at the same time continue to diversify sales channels. From a product perspective, the J:COM Group will introduce such new and attractive services as 3-D programming content as it works diligently toward addressing customer needs. Moreover, the J:COM Group will work in earnest to enhance the quality of its programming content through a variety of endeavors. This encompasses the provision of a lineup of high-definition programs through J SPORTS Broadcasting Corporation, which became J:COM’s consolidated subsidiary in October 2009.

 

Taking into consideration the aforementioned measures, consolidated revenues are estimated to total ¥357,000 million for the fiscal year ending December 31, 2010. On the earnings front, the J:COM Group is projecting consolidated operating income, income before non controlling interests and income taxes, and net income attributable to J:COM shareholders to reach ¥66,500 million, ¥62,000 million and ¥32,500 million, respectively.

 

The J:COM Group’s consolidated performance forecasts are based on business plans for the full fiscal year. Accordingly, performance forecasts for the first half on a cumulative basis are not provided.

 

(2) Financial position

 

Asset, Liability and Stockholders’ equity

 

Total assets increased by ¥45,987 million, from ¥755,670 million as of December 31, 2008 to ¥801,657 million as of December 31, 2009. The increase was primarily due to acquisitions made in 2009.

 

Total liabilities increased by ¥14,683 million, from ¥397,383 million as of December 31, 2008 to ¥412,066 million as of December 31, 2009. The increase was primarily due to acquisitions made in 2009 and the cash provided from operations.

 

Total J:COM shareholders’ equity increased by ¥25,550 million, from ¥349,352 million as of December, 2008 to ¥374,902 million as of December 31, 2009. The increase was primarily due to current net income partially offset by distributions and dividends paid.

 

8



 

Cash flows

 

For the year ended December 31, 2009, the net cash provided by our operating activities of ¥123,626 million and existing cash and cash equivalent was used to fund net cash used in our investing and financing activities of ¥ 56,558 million and ¥ 24,145 million, respectively.

 

Cash Provided by Operating Activities

 

Net cash flows provided by operating activities increased ¥ 22,934 million from ¥100,692 million for the year ended December 31, 2008 to ¥ 123,626 million for the year ended December 31, 2009. The increase is primarily attributable to an increase in our net income, offset by an increase in cash paid for income taxes and changes in our working capital accounts.

 

Cash Used in Investing Activities

 

Net cash used in investing activities decreased ¥ 19,799 million from ¥76,357 million for the year ended December 31, 2008 to ¥56,558 million for the year ended December 31, 2009. The net cash used for the year ended December 31, 2009 primarily consisted of ¥51,774 million for capital expenditures and ¥5,286 million for our acquisition of new subsidiaries and the acquisition of business operations.

 

Cash Used in Financing Activities

 

Net cash used in financing activities decreased ¥ 1,577 million from ¥25,722 million for the year ended December 31, 2008 to ¥ 24,145 million for the year ended December 31, 2009. The ¥24,145 net cash used in financing activities for the year ended December 31, 2009 consisted of ¥30,000 million of proceeds from long-term debt, ¥10,000 million of proceeds from the issuance of a corporate bond, ¥42,453 million principle payments of long-term debt, ¥20,413 million of principle payments under capital lease obligations, ¥5,076 million of dividends paid to shareholders, offset by proceeds from the issuance of common stock and other financing activities.

 

(3) Fundamental policy regarding the distribution of profits

 

J:COM recognizes that the distribution of profits to shareholders is an important management issue. In this context, the Company will endeavor to consistently supplement the J:COM Group’s internal reserves for use in potential future investments such as the acquisition of other companies and businesses as well as capital expenditures, while at the same time maintaining stable and continuous returns to shareholders. As such, J:COM undertook the payment of an interim cash dividend of ¥490 per share. In connection with the year-end cash dividend, the Company plans to pay ¥490 per share.

 

Looking ahead, J:COM will continue to promote sustainable growth while working positively to return profits to shareholders. In fiscal 2010, the year ending December 31, 2010, taking into consideration the J:COM Group’s business results and other factors, the Company plans to pay an annual cash dividend of ¥1,200 per share, comprising an interim cash dividend of ¥600 per share and a year-end cash dividend of ¥600 per share, compared with ¥980 per share in fiscal 2009.

 

(4) Risk management

 

The J:COM Group has implemented organizational and structural risk management measures. However, should risks emerge, the possibility exists that they could significantly affect the J:COM Group’s business results, financial position or cash flows.

 

As of December 31, 2009, risks to the J:COM Group (some of which are outside of the control of the J:COM Group) were as follows:

 

1. Risks associated with the J:COM Group’s businesses

 

· An ineffective strategy for gaining new subscribers.

· Turnover among sales staff can reduce the effectiveness of marketing activities, causing the failure to maintain subscribers and the loss of opportunities to gain new subscribers.

· Risk that the J:COM Group might be unable to secure the funds, equipment, or obtain regulatory approvals needed for network expansion.

· Reduction in opportunities to expand operations through the acquisition of other businesses.

 

9



 

· Changes in the performance of J:COM Group companies might have a negative effect on operating results.

· Risks associated with non-compliance with certain regulations (for instance, claims for damages resulting from the unauthorized release of personal information).

 

2. Risks associated with business relationships

 

· Adverse developments, including the cessation of transactions, in the J:COM Group’s relationships with programming suppliers, network infrastructure providers, suppliers of service reception and transmission equipment (digital set-top boxes, etc.), and other CATV and satellite broadcast operators.

 

3. Risks associated with markets

 

· Intensifying competition with other firms in the same line of business as the J:COM Group, and adverse trends in markets.

 

4. Risks associated with changes in global macroeconomic conditions

 

· As concerns surrounding a downturn in the global economy increase, current macroeconomic conditions may have a negative impact on the Company’s performance.

 

5. Legal and regulatory risks

 

· Stricter government regulations, revisions to laws, etc.

 

6. Risks associated with natural and man-made disasters

 

· Outage of the J:COM Group’s transmission facilities due to natural disasters, terrorist attacks, etc.

 

For more detailed information on the foregoing, please refer to the J:COM annual securities report scheduled for submission in March 2010.

 

10



 

II.          Status of the Jupiter Telecommunications Co., Ltd. (J:COM) Group

 

GRAPHIC

 

11



 

III.         Management Policy

 

(1) Fundamental management policy

 

There have been no major changes to the information outlined in the Company’s Consolidated Quarterly Financial Results Release for the year ended December 31, 2008, disclosed on January 29, 2009. Accordingly, this information has been omitted.

 

For details of the Company’s fundamental management policy, please refer to the aforementioned release at the following Web sites.

 

J:COM’s Web site:

URL: http://www.jcom.co.jp/ir_en/irlibrary.html

 

(2) Target management indices

 

There have been no major changes to the information outlined in the Company’s Consolidated Quarterly Financial Results Release for the year ended December 31, 2008, disclosed on January 29, 2009. Accordingly, this information has been omitted.

 

For details of the Company’s fundamental management policy, please refer to the aforementioned release at the following Web sites.

 

J:COM’s Web site:

URL: http://www.jcom.co.jp/ir_en/irlibrary.html

 

(3) Medium- and long-term management strategies, and issues requiring action

 

Looking ahead to the fiscal year ending December 31, 2010 and beyond, the J:COM Group will continue its efforts to secure overall sustainable growth by working to: increase subscriber numbers, representing volume growth; raise ARPU, an indicator of value growth; and enhance the quality of its services. Through these means, the J:COM Group will endeavor to raise its corporate value.

 

1.              Volume Strategy

 

In the lead-up to the complete changeover to terrestrial and BS digital broadcasting, the J:COM Group is working to swiftly acquire approximately 610,000 communal reception households and introduce J:COM services including terrestrial digital broadcasting retransmission services. The J:COM Group recognizes that these endeavors play a critical role in expanding its customer base. Furthermore, through such complementary initiatives as its “Value Plan”, introduced throughout the Kansai region in April 2009, J:COM will continue to provide highly satisfying services that accurately address the needs of its customers.

 

As it strives to further increase subscriber numbers within existing areas, the J:COM Group is bolstering sales and marketing activities such as launching television commercial campaigns, developing J:COM Shops, and strengthening marketing via its website and inbound call centers. Moreover, the J:COM Group is working to increase the number of pay subscribers by proactively engaging in sales and marketing activities to the approximate 5.8 million retransmission homes within its area.

 

As another key pillar that underpins the Group’s efforts to increase subscribers in existing areas and to promote its volume strategy, J:COM will continue to aggressively pursue opportunities for equity participation and M&A of other cable television companies which are adjacent to J:COM service areas.

 

2.              Value Strategy

 

In order to strengthen its competitiveness against services offered by major telecommunications and other companies, the J:COM Group will remain steadfast in its efforts to bolster and augment its three major digital services: HDR, VOD and HD programming. To further enhance the user convenience of its HDR services, in January 2010 the J:COM Group will inrtoduce its Blu-ray HDR service, a higher-performance HDR service with functions exceeding those presently offered. In its VOD services, the J:COM Group is looking to improve the level

 

12



 

of customer satisfaction and to broaden customer base. To this end, the Group will continue to expand its catch-up programming services focusing mainly on CS channels. At the same time, plans are underway to commence broadcasts of 3-D programming content from spring 2010. As for its HD programming services, which currently comprises 32 terrestrial, BS and CS HD channels, J:COM will endeavor to further expand its menu line up.

 

3.              Content Strategy

 

Increasing the quality of programming content is essential to energize and expand the pay multi-channel broadcast market. Based on this recognition, each channel company within the J:COM Group will take the lead in creating and producing appealing content as well as improving program quality. In addition, steps will be taken to strengthen collaboration among the Company, the Group’s channel companies and J SPORTS Broadcasting Corporation, which was consolidated in October 2009. The Group plans to convert J SPORTS program line up and the remaining three J SPORTS Channels (J SPORTS 1, 2 and ESPN) to HD along with expanding its sports information programs in order to drive further development in the spectator sports industry and multi-channel broadcast markets.

 

13



 

IV.         Consolidated Annual Financial Statements

 

JUPITER TELECOMMUNICATIONS CO., LTD.

AND SUBSIDIARIES

 

CONSOLIDATED INCOME STATEMENTS

 

(YEN IN MILLIONS, EXCEPT SHARE AND PER SHARE AMOUNTS)

 

 

 

Year ended

 

Year ended

 

 

 

 

 

 

 

December 31, 2009

 

December 31, 2008

 

Change

 

Account

 

Amount

 

Amount

 

Amount

 

(%)

 

Revenue:

 

 

 

 

 

 

 

 

 

Subscription fees

 

287,736

 

251,849

 

35,887

 

14.2

 

Other

 

45,988

 

42,459

 

3,529

 

8.3

 

 

 

333,724

 

294,308

 

39,416

 

13.4

 

Operating costs and expenses

 

 

 

 

 

 

 

 

 

Operating and programming costs

 

(123,050

)

(112,099

)

(10,951

)

(9.8

)

Selling, general and administrative

 

(66,341

)

(59,514

)

(6,827

)

(11.4

)

Depreciation and amortization

 

(83,174

)

(69,020

)

(14,154

)

(20.5

)

 

 

(272,565

)

(240,633

)

(31,932

)

13.3

 

Operating income

 

61,159

 

53,675

 

7,484

 

13.9

 

Other income (expenses):

 

 

 

 

 

 

 

 

 

Interest expense, net:

 

 

 

 

 

 

 

 

 

Related parties

 

(1,693

)

(1,479

)

(214

)

(14.5

)

Other

 

(3,479

)

(3,240

)

(239

)

(7.4

)

Equity in earnings of affiliates

 

599

 

600

 

(1

)

(0.0

)

Other income, net

 

1,248

 

177

 

1,071

 

605.3

 

Income before noncontrolling interests and income taxes

 

57,834

 

49,733

 

8,101

 

16.3

 

Income tax expense

 

(24,579

)

(19,476

)

(5,103

)

(26.2

)

Net income

 

33,255

 

30,257

 

2,998

 

9.9

 

Less: Net income attributable to noncontrolling interests

 

(2,802

)

(2,293

)

(509

)

22.2

 

Net income attributable to J:COM Shareholders

 

30,453

 

27,964

 

2,489

 

8.9

 

Per Share data

 

 

 

 

 

 

 

 

 

Net income attributable to J:COM Shareholders per share

 

 

 

 

 

 

 

 

 

basic

 

4,439.56

 

4,079.61

 

359.95

 

8.8

 

– diluted

 

4,438.57

 

4,076.17

 

362.40

 

8.9

 

Weighted average number of ordinary shares outstanding

 

 

 

 

 

 

 

 

 

– basic

 

6,859,388

 

6,854,535

 

4,853

 

0.1

 

– diluted

 

6,860,910

 

6,860,334

 

576

 

0.0

 

 

(Note) Percentages are calculated based on amounts before rounding.

 

14



 

JUPITER TELECOMMUNICATIONS CO., LTD.

AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

 

(YEN IN MILLIONS)

 

 

 

December 31, 2009

 

December 31, 2008

 

Change

 

Account

 

Amount

 

Amount

 

Amount

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

64,426

 

21,503

 

42,923

 

Accounts receivable

 

16,507

 

14,838

 

1,669

 

Allowance for doubtful accounts

 

(475

)

(396

)

(79

)

Deferred tax asset—current

 

10,577

 

11,429

 

(852

)

Prepaid expenses and other current assets

 

7,480

 

7,250

 

230

 

Total current assets

 

98,515

 

54,624

 

43,891

 

Investments:

 

 

 

 

 

 

 

Investments in affiliates

 

9,122

 

13,363

 

(4,241

)

Investments in other securities, at cost

 

2,143

 

2,141

 

2

 

Total investments

 

11,265

 

15,504

 

(4,239

)

Property and equipment, at cost:

 

 

 

 

 

 

 

Land

 

3,924

 

3,056

 

868

 

Distribution system and equipment

 

676,853

 

620,017

 

56,836

 

Support equipment and buildings

 

54,389

 

45,580

 

8,809

 

 

 

735,166

 

668,653

 

66,513

 

Less accumulated depreciation

 

(357,161

)

(284,919

)

(72,242

)

Total property and equipment, at cost

 

378,005

 

383,734

 

(5,729

)

Other assets:

 

 

 

 

 

 

 

Goodwill

 

248,094

 

246,196

 

1,898

 

Identifiable intangible asset, net

 

46,029

 

38,159

 

7,870

 

Deferred tax asset—non current

 

4,566

 

4,137

 

429

 

Other

 

15,183

 

13,316

 

1,867

 

Total other assets

 

313,872

 

301,808

 

12,064

 

Total assets

 

801,657

 

755,670

 

45,987

 

 

15



 

 

 

December 31, 2009

 

December 31, 2008

 

Change

 

Account

 

Amount

 

Amount

 

Amount

 

Current liabilities:

 

 

 

 

 

 

 

Short-term loans

 

7,618

 

6,092

 

1,526

 

Long-term debtcurrent portion

 

12,353

 

12,453

 

(100

)

Capital lease obligationscurrent portion

 

 

 

 

 

 

 

Related parties

 

16,620

 

15,355

 

1,265

 

Other

 

2,939

 

3,108

 

(169

)

Accounts payable

 

25,616

 

21,298

 

4,318

 

Income tax payable

 

11,323

 

9,907

 

1,416

 

Deposit from related parties

 

5,133

 

4,124

 

1,009

 

Deferred revenuecurrent portion

 

8,383

 

7,314

 

1,069

 

Accrued expenses and other liabilities

 

11,384

 

10,059

 

1,325

 

Total current liabilities

 

101,369

 

89,710

 

11,659

 

 

 

 

 

 

 

 

 

Long-term debt, less current portion

 

158,135

 

170,488

 

(12,353

)

Corporate Bond, less current portion

 

10,000

 

 

10,000

 

Capital lease obligations, less current portion:

 

 

 

 

 

 

 

Related parties

 

38,520

 

38,705

 

(185

)

Other

 

5,709

 

6,763

 

(1,054

)

Deferred revenue

 

60,048

 

66,537

 

(6,489

)

Deferred tax liability — non current

 

15,034

 

11,827

 

3,207

 

Other liabilities

 

23,251

 

13,353

 

9,898

 

Total liabilities

 

412,066

 

397,383

 

14,683

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

 

Ordinary shares no par value

 

117,242

 

117,162

 

80

 

Additional paid-in capital

 

226,553

 

226,388

 

165

 

Retained earnings

 

39,834

 

14,457

 

25,377

 

Treasury stock

 

(7,520

)

(7,520

)

 

Accumulated other comprehensive loss

 

(1,207

)

(1,135

)

(72

)

Total J:COM shareholders’ equity

 

374,902

 

349,352

 

25,550

 

Noncontrolling interests in subsidiaries

 

14,689

 

8,935

 

5,754

 

Total shareholders’ equity

 

389,591

 

358,287

 

31,304

 

Total liabilities and shareholders’ equity

 

801,657

 

755,670

 

45,987

 

 

16


 


 

JUPITER TELECOMMUNICATIONS CO., LTD.

AND SUBSIDIARIES

 

Consolidated Statements of Shareholders’ Equity

 

(YEN IN MILLIONS)

 

 

 

Ordinary
Shares

 

Additional paid
in capital

 

Comprehensive
Income/(Loss)

 

Retained
earnings/
(Accumulated
Deficit)

 

Accumulated
Other
Comprehensive
Income/(Loss)

 

Noncontrolling
Interests

 

Treasury
Stock at
cost

 

Total

Shareholders’
Equity

 

Balance at December 31, 2007

 

116,734

 

231,493

 

 

 

(10,079

)

(619

)

5,399

 

(7,520

)

335,408

 

Net income

 

 

 

 

 

27,964

 

27,964

 

 

 

2,293

 

 

 

30,257

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain on cash flow hedge

 

 

 

 

 

(516

)

 

 

(516

)

 

 

 

 

(516

)

Comprehensive income

 

 

 

 

 

27,448

 

 

 

 

 

 

 

 

 

 

 

Adjustments due to changes in subsidiaries’ equity and other

 

 

 

 

 

 

 

 

 

 

 

1,281

 

 

 

1,281

 

Stock compensation

 

 

 

55

 

 

 

 

 

 

 

 

 

 

 

55

 

Ordinary shares issued upon exercise of Stock options exercise

 

428

 

428

 

 

 

 

 

 

 

 

 

 

 

856

 

Distribution to Parent in connection with Mediatti acquisition

 

 

 

(5,588

)

 

 

 

 

 

 

 

 

 

 

(5,588

)

Purchase from NCI

 

 

 

 

 

 

 

 

 

 

 

(38

)

 

 

(38

)

Dividend paid

 

 

 

 

 

 

 

(3,428

)

 

 

 

 

 

 

(3,428

)

Retirement of treasury stock

 

 

 

(0

)

 

 

 

 

 

 

 

 

0

 

 

Balance at December 31, 2008

 

117,162

 

226,388

 

 

 

14,457

 

(1,135

)

8,935

 

(7,520

)

358,287

 

Net income

 

 

 

 

 

30,453

 

30,453

 

 

 

2,802

 

 

 

33,255

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain on cash flow hedge

 

 

 

 

 

(72

)

 

 

(72

)

(3

)

 

 

(75

)

Comprehensive income

 

 

 

 

 

30,381

 

 

 

 

 

 

 

 

 

 

 

Adjustments due to changes in subsidiaries’ equity and other

 

 

 

 

 

 

 

 

 

 

 

3,215

 

 

 

3,215

 

Stock compensation

 

 

 

67

 

 

 

 

 

 

 

 

 

 

 

67

 

Ordinary shares issued upon exercise of Stock options exercise

 

80

 

80

 

 

 

 

 

 

 

 

 

 

 

160

 

Purchase from NCI

 

 

 

18

 

 

 

 

 

 

 

(260

)

 

 

(242

)

Dividend paid

 

 

 

 

 

 

 

(5,076

)

 

 

 

 

 

 

(5,076

)

Retirement of treasury stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2009

 

117,242

 

226,553

 

 

 

39,834

 

(1,207

)

14,689

 

(7,520

)

389,591

 

 

17



 

JUPITER TELECOMMUNICATIONS CO., LTD.

AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(YEN IN MILLIONS)

 

 

 

Year ended
December 31, 2009

 

Year ended December 31, 2008

 

Classification

 

Amount

 

Amount

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

33,255

 

30,257

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

83,174

 

69,020

 

Equity in earnings of affiliates

 

(599

)

(600

)

Stock compensation expenses

 

67

 

55

 

Deferred income taxes

 

588

 

2,772

 

Non-cash gain from forgiveness of debt

 

 

(135

)

Non-cash gain from previously held investment

 

(798

)

 

Changes in operating assets and liabilities, excluding effects of business combinations:

 

 

 

 

 

Decrease in accounts receivable, net

 

(120

)

96

 

Decrease/(increase) in prepaid expenses and other current assets

 

2,368

 

(1,273

)

Increase in other assets

 

(2,054

)

(2,339

)

Increase/(decrease) in accounts payable

 

383

 

(3,418

)

Increase in accrued expenses and other liabilities

 

9,493

 

7,247

 

Increase/(decrease) in deferred revenue

 

(2,131

)

(990

)

Net cash provided by operating activities

 

123,626

 

100,692

 

Cash flows from investing activities:

 

 

 

 

 

Capital expenditures

 

(51,774

)

(46,972

)

Acquisitions of new subsidiaries, net of cash acquired

 

(5,286

)

(27,700

)

Acquisition of business operation

 

 

(1,710

)

Other investing activities

 

502

 

25

 

Net cash used in investing activities

 

(56,558

)

(76,357

)

Cash flows from financing activities:

 

 

 

 

 

Proceeds from issuance of common stock

 

160

 

856

 

Acquisition of noncontrolling interests in consolidated subsidiaries

 

(242

)

 

Net increase/(decrease) in short-term loans

 

1,526

 

(294

)

Proceeds from long-term debt

 

30,000

 

55,284

 

Proceeds from corporate bond

 

10,000

 

 

Principal payments of long-term debt

 

(42,453

)

(62,438

)

Principal payments under capital lease obligations

 

(20,413

)

(17,105

)

Cash dividend paid to shareholders

 

(5,076

)

(3,428

)

Other financing activities

 

2,353

 

1,403

 

Net cash used in financing activities

 

(24,145

)

(25,722

)

Net increase/(decrease) in cash and cash equivalents

 

42,923

 

(1,387

)

Cash and cash equivalents at beginning of year

 

21,503

 

22,890

 

Cash and cash equivalents at end of term

 

64,426

 

21,503

 

 

18



 

Summary of significant accounting policies

 

1.  Scope of consolidation

 

(1)  Number of consolidated subsidiaries: 34

(2)  The names of the Company’s consolidated subsidiaries are shown in

“II. Status of the Jupiter Telecommunications Co., Ltd. (J:COM) Group”.

 

2.  Scope of application of equity method

 

(1)   Number of equity method affiliates: 9

(2)   The names of these equity method affiliates are shown in “II. Status of the Jupiter Telecommunications Co., Ltd. (J:COM) Group”.

 

3.  Significant accounting policies

 

(1)  Accounting standards used to prepare financial statements

 

The Company prepares its annual consolidated financial statements using terminology, forms and methods of preparation required under accounting principles generally accepted in the United States of America. In May 2008, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 162, The Hierarchy of Generally Accepted Accounting Principles (SFAS 162), which identified the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements that are presented in conformity with GAAP. In June 2009, SFAS 162 was replaced by SFAS No. 168, The FASB Accounting Standard Codification and the Hierarchy of Generally Accepted Accounting Principles — replacement of FASB Statement No. 162 (SFAS 168), subsequently codified within FASB Accounting Standards Codification (FASB ASC) Topic 105, Generally Accepted Accounting Principles. The FASB ASC is now the source of authoritative GAAP recognized by the FASB and is applicable for fiscal years and interim periods ending after September 15, 2009. We adopted SFAS 168 effective July 1, 2009 and such adoption did not have a material impact on our consolidated financial statements.

 

(2)  Securities valuation standards and valuation method

 

To value its investments, the Company applies Opinions of the Accounting Principles Board 18 The Equity Method of Accounting for Investments in Common Stock (as amended), which was subsequently codified within FASB ASC Topic 323, Investments — Equity method and Joint Ventures and Statement of Financial Accounting Standards SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, which was subsequently codified within FASB ASC Topic 325, Investments —other.

 

 

·

Investments in affiliates (excluding loans):

 

Equity method

 

·

Investments in other securities:

 

Cost method

 

When investments in affiliates or other securities appear to decline in value the Company considers the possibility of recognizing and impairment loss based on an other-than-temporary assessment.

 

(3)  Valuation standards and valuation methods for derivatives

 

The Company accounts for derivatives based on SFAS No.133 Accounting for Certain Derivative Instruments and Hedging Activities, as amended, which was subsequently codified with FASB ASC Topic 815, Derivatives and Hedging. ASC 815 states all derivatives are fair valued and recognized on the balance sheet as assets or liabilities.

 

·      Derivative instrument designated and effectively active as a fair value hedge:

Changes in the fair value of derivative instruments and of the assets or liabilities being hedged are recognized as periodic income/loss.

 

·      Derivative instrument designated as cash flow hedge—regarding the portion effectively active as a hedge:

Until income/losses on the assets or liabilities being hedged are recognized on the income statement, they must be recognized as other comprehensive income/loss.

 

·      Derivative instrument designated as cash flow hedge—regarding the portion that is not effectively active as a hedge:

Recognized as periodic income/loss.

 

·      Derivative instruments not designated as hedge:

Changes in fair value recognized as periodic income/loss.

 

(4)  Accounting for long-lived assets

 

For long-term assets other than goodwill, the Company evaluates the need for impairment losses on the guidance in SFAS No. 144 Accounting for the Impairment or Disposal of Long-Lived Assets, which was subsequently codified

 

19



 

with FASB ASC Topic 360 Property, Plant, and Equipment, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

 

(5)  Depreciation method for tangible fixed assets

 

The straight-line method is applied and the useful lives by major asset categories are:

 

Distribution system and equipment:

 

10 - 17 years

 

Buildings and structures:

 

15 - 40 years

 

Support equipment:

 

5 - 15 years

 

(Assets acquired through capital leases are depreciated over periods ranging from 2-20 years.)

 

(6)  Valuation standards and valuation methods for goodwill

 

The Company recognizes as goodwill the difference between the acquisition cost of consolidated subsidiaries and the estimated net asset fair value of the applicable companies. In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, which was subsequently codified with FASB ASC Topic 350 Intangibles — Goodwill and other, the Company conducts an annual impairment test or whenever an event occurs that suggests the possibility of impairment.

 

(7) Accounting methods of Asset Retirement Obligation

 

The company applies FASB Interpretation No. 47 which clarifies that the term asset retirement obligation as used in FASB Statement No.143, Accounting for Asset Retirement Obligations, which was subsequently codified with FASB ASC Topic 410 Asset Retirement and Environmental Obligations. This interpretation requires us to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated.

 

(8) Standards for recognition of important allowances

 

Bad debt allowance

The Company calculates a bad debt allowance on the basis of our best estimate of probable future losses on accounts receivable. It also recognizes estimated uncollectible amounts when such allowances are required.

 

(9)  Lease transactions

 

The Company accounts for leases in accordance with SFAS No.13 Accounting for Leases, which was subsequently codified with FASB ASC Topic 840 Leases.

 

(10)    Amortization of identifiable intangible assets

 

The Company accounts for Intangible assets SFAS No.142 Goodwill and Other Intangible assets, which was subsequently codified with FASB ASC Topic 350 Intangibles-Goodwill and Other Intangible assets. Intangible assets consist of customer relationships and distribution franchise, which are both amortized over the expected lives of our customers of 10 and 17 years, respectively

 

(11) Income Taxes

 

The Company and its subsidiaries account for income taxes under the asset and liability method in accordance with SFAS No.109 Accounting for Income Taxes, which was subsequently codified with FASB ASC Topic 740 Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

(12) Revenue Recognition

 

The Company and its subsidiaries recognize cable television, high-speed Internet access, telephony and programming revenues when such services are provided to subscribers in accordance with SFAS No.51 Financial Reporting by Cable Television Companies, which was subsequently codified with FASB ASC Topic 605 Revenue recognitions. Revenues derived from other sources are recognized when services are provided, events occur or products are delivered. Initial subscriber installation revenues are recognized in the period in which the related services are provided to the extent of direct selling costs. Any remaining amount is deferred and recognized over the estimated average period that the subscribers are expected to remain connected to the cable television system.  Historically, installation revenues have been less than related direct selling costs, therefore such revenues have been recognized as installations are completed.

 

The Company and its subsidiaries provide poor reception rebroadcasting services to noncable television viewers suffering from poor reception of television waves caused by artificial obstacles. The Company and its subsidiaries enter into agreements with parties that have built obstacles causing poor reception for construction and maintenance

 

20



 

of cable facilities to provide such services to the affected viewers at no cost to them during the agreement period. Under these agreements, the Company and its subsidiaries receive up-front, lump-sum compensation payments for construction and maintenance. Revenues from these agreements have been deferred and are being recognized in income on a straight-line basis over periods that are consistent with the durations of the underlying agreements which are up to 20 years. Such revenues are included in revenue - other in the accompanying consolidated statements of operations.

 

The Company’s channels distribute programming to individual satellite platform subscribers through an agreement with the platform operator which provides subscriber management services to channels in return for a fee based on subscription revenues. Individual satellite subscribers pay a monthly fee for programming channels under the terms of rolling one-month subscription contracts. Cable and broadband service providers generally pay a per-subscriber fee for the right to distribute the Company’s programming on their systems under the terms of generally annual distribution contracts. Revenue for such services is recognized in the periods in which programming services are provided to cable, satellite and broadband subscribers.

 

(13) Stock compensation

 

The FASB issued SFAS No. 123 (Revised 2004) (SFAS No. 123R) in December 2004. SFAS No. 123R is a revision of SFAS No. 123 Accounting for Stock-Based Compensation. SFAS No. 123R, which was subsequently codified with FASB ASC Topic 718 Compensation — Stock Compensation, which requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost will be recognized over the period during which an employee is required to provide service in exchange for the award. The Company has applied the modified prospective method to adopt SFAS No. 123R since January 1, 2006.

 

(14) Significant business combination

 

On December 25, 2008 the Company acquired a 100% interest in Mediatti Communications, Inc., (Mediatti) a broadband communications provider in Japan. Mediatti was partially owned by our parent company Liberty Global Inc., (LGI). Under the provisions of SFAS 141, Business Combinations, the Mediatti interest acquired from LGI has been treated as a transaction between entities under common control and the Mediatti interest acquired from third parties has been accounted for using the purchase method of accounting. The aggregate cost basis assigned to Mediatti interest acquired has been allocated to the acquired identifiable net assets based on the preliminary assessment of their respective fair values, with the excess of the aggregate cost basis over the preliminary fair values allocated to goodwill.

 

A summary of the purchase price and opening balance sheets for the above significant acquisition during the year ended December 31, 2008 is presented below (Yen in millions):

 

 

 

December 25, 2008
Mediatti

 

Cash, receivables and other assets

 

¥

11,493

 

Investment

 

307

 

Property and equipment

 

27,642

 

Goodwill

 

17,802

 

Intangible asset

 

4,172

 

Debt and capital lease obligations

 

(26,398

)

Other liabilities

 

(12,012

)

Additional paid in capital

 

5,588

 

Total purchase price

 

¥

28,594

 

 

 

 

 

Purchase price:

 

 

 

Cash consideration

 

¥

28,351

 

Direct acquisition costs

 

243

 

 

 

¥

 28,594

 

 

(15) Noncontrolling interest in consolidated financial statements

 

In December 2007, the FASB issued SFAS 160, Noncontrolling Interests in Consolidated Financial Statements (SFAS 160), subsequently codified within FASB ASC Topic 810, Consolidation (FASB ASC 810). SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It also states that a noncontrolling interest in a subsidiary is an ownership interest in a consolidated entity that should be reported as equity in the consolidated financial statements. In addition, SFAS

 

21



 

160 requires (i) that consolidated net income include the amounts attributable to both the parent and noncontrolling interest, (ii) that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated and (iii) expanded disclosures that clearly identify and distinguish between the interests of the parent owners and the interests of the noncontrolling owners of a subsidiary. SFAS 160 is effective for fiscal years and interim periods beginning on or after December 15, 2008. We adopted SFAS 160 effective January 1, 2009 and such adoption resulted in a change in the presentation of minority interests in subsidiaries, which was retrospectively reclassified to “noncontrolling interests” within equity.

 

(16) Consolidation

 

In December 2007, FASB issued SFAS No. 141(Revised), subsequently codified within FASB ASC Topic 805, Consolidation (FASB ASC 805). SFAS 141(R) replaces SFAS 141, Business Combinations and among other items, generally requires an acquirer in a business combination to recognize the assets acquired, the liabilities assumed (including those arising from contractual contingencies), any contingent consideration and any noncontrolling interest in the acquiree at the acquisition date, at fair values as of that date. The requirements of SFAS 141(R) will result in the recognition by the acquirer of goodwill attributable to the noncontrolling interest in addition to that attributable to the acquirer. SFAS 141(R) also provides that the acquirer shall not adjust the finalized accounting for business combinations, including business combinations completed prior to the effective date of SFAS 141(R), for changes in acquired tax uncertainties or changes in the valuation allowances for acquired deferred tax assets that occur subsequent to the effective date of SFAS 141(R).

 

(17) Subsequent Events

 

In May 2009, the FASB issued SFAS No. 165, Subsequent Events (SFAS 165), subsequently codified within FASB ASC Topic 855, Subsequent Events (FASB ASC 855). SFAS 165 modified the definition of subsequent events to refer to events or transactions that occur after the balance sheet date but before the financial statements are issued for public entities. In addition, SFAS 165 requires entities to disclose the date through which an entity has evaluated subsequent events and the basis for that date. The Company evaluates subsequent events from period end to the date the financial statements are filed with the SEC. SFAS 165 is effective on a prospective basis for interim or annual financial periods ending after June 15, 2009. Accordingly, the Company adopted SFAS 165 in the second quarter of 2009. The adoption of the provisions of SFAS 165 did not have a material impact on the Company’s financial position and results of operations.

 

4.  Recent Accounting Pronouncement

 

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) (SFAS 167). FASB Interpretation No. 46(R) (FIN 46(R)), as amended by SFAS 167, was subsequently codified within various FASB ASC Topics, primarily FASB ASC 810. SFAS 167, among other matters, (i) eliminates the exceptions of FIN 46(R) with respect to the consolidation of qualifying special-purpose entities, (ii) contains new criteria for determining the primary beneficiary and (iii) increases the frequency of required reassessments to determine whether a company is the primary beneficiary of a variable interest entity. SFAS 167 also contains a new requirement that any term, transaction or arrangement that does not have a substantive effect on an entity’s status as a variable interest entity, a company’s power over a variable interest entity or a company’s obligation to absorb losses or its right to receive benefits of an entity must be disregarded in applying the provisions of FASB Interpretation No. 46(R). SFAS 167 is applicable for fiscal years and interim periods beginning after November 15, 2009. We have not completed our analysis of the impact of SFAS 167 on our consolidated financial statements.

 

22



 

Notes to Annual Consolidated Financial Statements

 

Assumption for Going Concern

 

None

 

Segment Information

 

(1) Operating segments

 

The Company’s channel services are considered a separate operating segment, however, due to the insignificant size of these channel service operations, management has determined it has one reportable segment “Broadband communications services” as of December 31, 2009. Therefore, information on operating segments is not applicable in this section.

 

(2) Segment information by region

 

Because the Company does not have any overseas subsidiaries or branches, this section is not applicable.

 

Earning per share

 

 

 

2009

 

2008

 

Net income attributable to J:COM Shareholders (Yen in Million)

 

¥

30,453

 

¥

27,964

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

Basic

 

6,859,388

 

6,854,535

 

Effect of dilutive common stock equivalents

 

1,522

 

5,799

 

Diluted

 

6,860,910

 

6,860,334

 

 

 

 

 

 

 

Earnings per share (Yen):

 

 

 

 

 

Basic

 

¥

4,439.56

 

¥

4,079.61

 

Diluted

 

¥

4,438.57

 

¥

4,076.17

 

 

Subsequent events

 

None

 

23



 

V.      Annual financial Statements (Parent Company Only - Japanese GAAP)

 

JUPITER TELECOMMUNICATIONS CO., LTD

(Parent Company Only - Japanese GAAP)

INCOME STATEMENTS

 

(YEN IN MILLIONS)

 

 

 

For the year ended
December 31, 2008)

 

For the year ended
December 31, 2009

 

 

 

 

 

 

 

Net sales

 

117,933

 

130,700

 

Cost of sales

 

93,448

 

103,050

 

Gross profit

 

24,485

 

27,650

 

Selling, general and administrative expenses

 

 

 

 

 

Compensations, salaries and allowances

 

4,605

 

5,267

 

Retirement payments

 

89

 

107

 

Welfare expenses

 

698

 

813

 

Rents

 

1,322

 

1,466

 

Repair and maintenance

 

878

 

846

 

Business consignment expenses

 

2,162

 

1,956

 

Depreciation

 

1,131

 

1,426

 

Amortization of goodwill

 

779

 

1,100

 

Miscellaneous expenses

 

2,373

 

2,204

 

Total general and administrative expenses

 

14,037

 

15,185

 

Operating income

 

10,448

 

12,465

 

Non-operating income

 

 

 

 

 

Interest income

 

2,212

 

1,638

 

Dividends income

 

129

 

934

 

Guarantee commission received

 

91

 

77

 

Other

 

326

 

478

 

Total non-operating income

 

2,758

 

3,127

 

Non-operating expenses

 

 

 

 

 

Interest expenses

 

2,434

 

2,740

 

Amortization of long-term prepaid expenses

 

188

 

188

 

Other

 

107

 

96

 

Total non-operating expenses

 

2,729

 

3,024

 

Ordinary income

 

10,477

 

12,568

 

Extraordinary income

 

 

 

 

 

Gain on sales of subsidiaries’ stocks

 

428

 

 

Gain on goodwill amortization of previous year

 

282

 

 

Total extraordinary income

 

710

 

 

Extraordinary loss

 

 

 

 

 

Loss on one-time amortization of loan expense

 

144

 

 

Head office transfer cost

 

 

382

 

Loss on extinguishment of tie-in shares

 

 

87

 

Loss on adjustment for changes of accounting standard for lease transactions

 

 

81

 

Total extraordinary losses

 

144

 

550

 

Income before income taxes

 

11,043

 

12,018

 

Income taxes-current

 

32

 

32

 

Income taxes-deferred

 

4,029

 

3,534

 

Total income taxes

 

4,061

 

3,566

 

Net income

 

6,982

 

8,452

 

 

* Fractional rounded makes some differences between sum of breakdown and total in Change column.

 

24



 

JUPITER TELECOMMUNICATIONS CO., LTD

(Parent Company Only - Japanese GAAP)

BALANCE SHEETS

 

(YEN IN MILLIONS)

 

 

 

For the year ended
December 31, 2008

 

For the year ended
December 31, 2009

 

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and deposits

 

402

 

320

 

Accounts receivable-trade

 

12,091

 

14,762

 

Lease investment assets

 

 

12,879

 

Short-term investment securities

 

10,495

 

59,090

 

Merchandise

 

1,848

 

238

 

Prepaid expenses

 

645

 

551

 

Deposits paid

 

5,000

 

3,002

 

Deferred tax assets

 

4,408

 

5,184

 

Other

 

3,943

 

5,050

 

Total current assets

 

38,832

 

101,076

 

Noncurrent assets

 

 

 

 

 

Property, plant and equipment

 

 

 

 

 

Buildings

 

1,460

 

1,629

 

Accumulated depreciation

 

(452

)

(470

)

Buildings, net

 

1,008

 

1,159

 

Structures

 

51

 

51

 

Accumulated depreciation

 

(24

)

(27

)

Structures, net

 

27

 

24

 

Tools, furniture and fixtures

 

2,473

 

3,303

 

Accumulated depreciation

 

(1,055

)

(1,384

)

Tools, furniture and fixtures, net

 

1,418

 

1,919

 

Land

 

429

 

429

 

Lease assets

 

 

2,644

 

Accumulated depreciation

 

 

(1,921

)

Lease assets, net

 

 

723

 

Total property, plant and equipment

 

2,882

 

4,254

 

Intangible assets

 

 

 

 

 

Goodwill

 

6,744

 

9,829

 

Software

 

3,853

 

4,443

 

Lease assets, net

 

 

151

 

Other

 

17

 

19

 

Total intangible assets

 

10,614

 

14,442

 

Investments and other assets

 

 

 

 

 

Investment securities

 

2,706

 

2,706

 

Stocks of subsidiaries and affiliates

 

297,427

 

311,513

 

Long-term loans receivable

 

233

 

233

 

Long-term loans receivable from subsidiaries and affiliates

 

84,500

 

30,000

 

Long-term prepaid expenses

 

543

 

411

 

Guarantee deposits

 

1,717

 

1,797

 

Lease investment assets

 

 

34,630

 

Other

 

25

 

26

 

Total investments and other assets

 

387,151

 

381,316

 

Total noncurrent assets

 

400,647

 

400,012

 

Deferred assets

 

 

 

 

 

Bond issuance cost

 

 

44

 

Total deferred assets

 

 

44

 

Assets

 

439,479

 

501, 132

 

 

25


 


 

 

 

For the year ended
December 31, 2008

 

For the year ended
December 31, 2009

 

Liabilities

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable-trade

 

7,012

 

9,497

 

Current portion of long-term loans payable

 

8,984

 

8,984

 

Lease obligations

 

 

13,455

 

Accounts payable-other

 

2,672

 

4,106

 

Accrued expenses

 

1,380

 

1,613

 

Income taxes payable

 

221

 

278

 

Deposits received

 

387

 

470

 

Other

 

182

 

142

 

Total current liabilities

 

20,838

 

38,545

 

Noncurrent liabilities

 

 

 

 

 

Bonds payable

 

 

10,000

 

Long-term loans payable

 

155,984

 

147,000

 

Lease obligations

 

 

34,986

 

Deferred tax liabilities

 

10,313

 

14,538

 

Other

 

1,940

 

2,181

 

Total noncurrent liabilities

 

168,237

 

208,705

 

Total liabilities

 

189,075

 

247,250

 

Net assets

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

Capital stock

 

117,162

 

117,242

 

Capital surplus

 

 

 

 

 

Legal capital surplus

 

31,302

 

31,382

 

Other capital surplus

 

94,132

 

94,132

 

Total capital surplus

 

125,434

 

125,514

 

Retained earnings

 

 

 

 

 

Other retained earnings

 

 

 

 

 

Retained earnings brought forward

 

16,363

 

19,739

 

Total retained earnings

 

16,363

 

19,739

 

Treasury stock

 

(7,520

)

(7,520

)

Shareholders’ equity

 

251,439

 

254,975

 

Valuation and translation adjustments

 

 

 

 

 

Deferred gains or losses on hedges

 

(1,083

)

(1,206

)

Valuation and translation adjustments

 

(1,083

)

(1,206

)

Subscription rights to shares

 

48

 

113

 

Total net assets

 

250,404

 

253,882

 

Liabilities and net assets

 

439,479

 

501,132

 

 

(Note)

 

 

 

December 31, 2008

 

December 31, 2009

 

1.  Guarantee liabilities (for bank loan) *

 

¥20,145 million

 

¥18,308 million

 

 


*Other than above guarantee liabilities, we have ¥ 2,332 million (USD 25 million), ¥2,846 million (USD 32 million) exchange reservation contract on behalf of certain subsidiaries and affiliates in 2009 and 2008 respectively.

 

26



 

JUPITER TELECOMMUNICATIONS CO., LTD

(Parent Company Only - Japanese GAAP)

Statements of changes in net assets

 

(Yen in millions)

 

 

 

For the year ended
December 31, 2008

 

For the year ended December 31, 2009

 

Shareholders’ equity

 

 

 

 

 

Capital stock

 

 

 

 

 

Balance at the end of previous period

 

116,734

 

117,162

 

Changes of items during the period

 

 

 

 

 

Issuance of new shares-exercise of subscription rights to shares

 

428

 

80

 

Total changes of items during the period

 

428

 

80

 

Balance at the end of current period

 

117,162

 

117,242

 

Capital surplus

 

 

 

 

 

Legal capital surplus

 

 

 

 

 

Balance at the end of previous period

 

30,873

 

31,302

 

Changes of items during the period

 

 

 

 

 

Issuance of new shares-exercise of subscription

 

429

 

80

 

Total changes of items during the period

 

429

 

80

 

Balance at the end of current period

 

31,302

 

31,382

 

Other capital surplus

 

 

 

 

 

Balance at the end of previous period

 

94,132

 

94,132

 

Changes of items during the period

 

 

 

 

 

Disposal of treasury stock

 

(0

)

 

Total changes of items during the period

 

(0

)

 

Balance at the end of current period

 

94,132

 

94,132

 

Total capital surplus

 

 

 

 

 

Balance at the end of previous period

 

125,005

 

125,434

 

Changes of items during the period

 

 

 

 

 

Disposal of treasury stock

 

(0

)

 

Issuance of new shares-exercise of subscription

 

429

 

80

 

Total changes of items during the period

 

429

 

80

 

Balance at the end of current period

 

125,434

 

125,514

 

Retained earnings

 

 

 

 

 

Other retained earnings

 

 

 

 

 

Retained earnings brought forward

 

 

 

 

 

Balance at the end of previous period

 

12,809

 

16,363

 

Changes of items during the period

 

 

 

 

 

Dividends from surplus

 

(3,428

)

(5,076

)

Net income

 

6,982

 

8,452

 

Total changes of items during the period

 

3,554

 

3,376

 

Balance at the end of current period

 

16,363

 

19,739

 

Total retained earnings

 

 

 

 

 

Balance at the end of previous period

 

12,809

 

16,363

 

Changes of items during the period

 

 

 

 

 

Dividends from surplus

 

(3,428

)

(5,076

)

Net income

 

6,982

 

8,452

 

Total changes of items during the period

 

3,554

 

3,376

 

Balance at the end of current period

 

16,363

 

19,739

 

Treasury stock

 

 

 

 

 

Balance at the end of previous period

 

(7,520

)

(7,520

)

Changes of items during the period

 

 

 

 

 

Disposal of treasury stock

 

0

 

 

Total changes of items during the period

 

0

 

 

Balance at the end of current period

 

(7,520

)

(7,520

)

Total shareholders’ equity

 

 

 

 

 

Balance at the end of previous period

 

247,028

 

251,439

 

Changes of items during the period

 

 

 

 

 

Dividends from surplus

 

(3,428

)

(5,076

)

Net income

 

6,982

 

8,452

 

Issuance of new shares-exercise of subscription

 

857

 

160

 

Total changes of items during the period

 

4,411

 

3,536

 

Balance at the end of current period

 

251,439

 

254,975

 

 

27



 

 

 

For the year ended
December 31, 2008

 

For the year ended December 31, 2009

 

Valuation and translation adjustments

 

 

 

 

 

Deferred gains or losses on hedges

 

 

 

 

 

Balance at the end of previous period

 

(584

)

(1,083

)

Changes of items during the period

 

 

 

 

 

Net changes of items other than shareholders’ equity

 

(499

)

(123

)

Total changes of items during the period

 

(499

)

(123

)

Balance at the end of current period

 

(1,083

)

(1,206

)

Total valuation and translation adjustments

 

 

 

 

 

Balance at the end of previous period

 

(584

)

(1,083

)

Changes of items during the period

 

 

 

 

 

Net changes of items other than shareholders’ equity

 

(499

)

(123

)

Total changes of items during the period

 

(499

)

(123

)

Balance at the end of current period

 

(1,083

)

(1,206

)

Subscription rights to shares

 

 

 

 

 

Balance at the end of previous period

 

14

 

48

 

Changes of items during the period

 

 

 

 

 

Net changes of items other than shareholders’ equity

 

34

 

65

 

Total changes of items during the period

 

34

 

65

 

Balance at the end of current period

 

48

 

113

 

Net assets

 

 

 

 

 

Balance at the end of previous period

 

246,458

 

250,404

 

Changes of items during the period

 

 

 

 

 

Dividends from surplus

 

(3,428

)

(5,076

)

Net income

 

6,982

 

8,452

 

Issuance of new shares-exercise of subscription

 

857

 

160

 

Net changes of items other than shareholders’ equity

 

(465

)

(58

)

Total changes of items during the period

 

3,946

 

3,479

 

Balance at the end of current period

 

250,404

 

253,882

 

 

28



 

Significant Accounting Policies

 

1. Securities Valuation Method

 

Investments to subsidiaries and affiliates

Acquisition cost by the moving average method

 

Other investments

Non-marketable Securities

Acquisition cost by the moving average method

 

2. Inventory Valuation

 

Lower of cost or market by the moving average method

 

3. Depreciation Method of Tangible Fixed Assets

 

The straight-line method is applied.

Buildings

 

15–50 years

 

Other structures

 

10–60 years

 

Machinery and equipment

 

4–15 years

 

 

4. Amortization Method of Intangible Fixed Assets

 

Straight-line method

With regard to software for in-house use, straight-line method over estimated in-house useful life (5 years).

With regard to goodwill, straight-line method over 10 years

 

5. Depreciation Method of Leased Assets

 

Leased assets except for finance lease where ownership is expected to transfer to the lessee are depreciated over leased-term.

 

6. Long term Prepaid Expenses

 

Amortized using straight-line method.

 

7. Accounts for Deferred Assets

 

Bond issuance cost is amortized by bond redemption date using straight line method.

 

8. Allowance and Reserve

 

(1) Allowance for Bad debts

 

Calculate based on historical bad debt ratio approach for general receivables and on debtor’s financial evaluation approach for particular doubtfuls.

 

9. Important foreign exchange hedge method

 

(1) Hedge accounting method

 

Deferred hedge method is applied. When allotment is applicable, such method is used.

 

(2) Measure and object for hedge

 

Hedge measure: Foreign exchange reserve, and interest swap

Object for hedge: Account receivables and payables in foreign currency, and interest of debt loans with variable interest rate

 

(3) Hedge policy

 

The Company tries to minimize the risks of foreign exchange fluctuations of account receivables and payables in foreign currency as well as the risks of fluctuations of interest rate for debt loans based on the Company’s internal regulations.

 

(4) Valuation of hedge

 

Valuation is done comparing reserved rates and actual rates at closing dates and settlement dates. With regard to interest swap, valuation is done by the interest risk as object for hedge being diminished.

 

10. Consumption Taxes

 

Consumption taxes are excluded from income and expenses in Statement of Operations, and net of payables / receivables of Consumption Taxes are recorded in Balance Sheet.

 

Change of Significant Accounting Policies (Parent Only-Japanese GAAP)

 

Leased assets except for finance lease where ownership is expected to transfer to the lessee, we adopted Accounting Principles for Lease Transaction and Guidance for Accounting principles for Lease transaction. Due to this adoption, our operating income and ordinary income both increased by ¥83 million and ¥26 million respectively. And our net income before taxes decreased by ¥55 million.

 

29



 

Additional Information

 

Business combination-treated as a transaction between entities under common control.

 

We merged Mediatti Communications, Inc., a wholly owned consolidated subsidiary of us on April 1, 2009, in accordance with Principles for Business Combination which treated as the transaction between entities under common control.

 

VI.             Other

 

Changes in executives

 

As soon as the information becomes available, we will disclose it.

(Currently expected on March 10, 2010)

 

30


 


 

GRAPHIC

January 28, 2010
Jupiter Telecommunications Co.,Ltd.

 

Highlights of 2009

 

Consolidated Quarterly Financial Data (U.S. GAAP)

 

(100 million yen)

 

 

 

3 months ended Mar 31

 

6 months ended Jun 30

 

9 months ended Sep 30

 

12 months ended Dec 31

 

 

 

 

 

2008

 

2009

 

2008

 

2009

 

2008

 

2009

 

2008

 

2009

 

2010

 

P/L

 

Actual

 

Actual

 

change
(amount)

 

Actual

 

Actual

 

change
(amount)

 

Actual

 

Actual

 

change
(amount)

 

Actual

 

Actual

 

change
(amount)

 

Forecasts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

715

 

808

 

93

 

1,438

 

1,625

 

187

 

2,177

 

2,460

 

283

 

2,943

 

3,337

 

394

 

3,570

 

Subscription fees

 

605

 

708

 

103

 

1,221

 

1,424

 

203

 

1,857

 

2,148

 

291

 

2,518

 

2,877

 

359

 

 

 

CATV

 

324

 

385

 

61

 

654

 

773

 

119

 

993

 

1,165

 

173

 

1,344

 

1,559

 

215

 

 

 

HS Internet access

 

176

 

206

 

31

 

355

 

414

 

59

 

541

 

624

 

83

 

735

 

835

 

100

 

 

 

Telephony

 

106

 

117

 

11

 

212

 

236

 

24

 

323

 

359

 

36

 

439

 

483

 

44

 

 

 

Other

 

110

 

100

 

(10

)

217

 

201

 

(16

)

320

 

312

 

(8

)

425

 

460

 

35

 

 

 

Operating costs and expenses:

 

581

 

653

 

72

 

1,184

 

1,321

 

137

 

1,783

 

2,010

 

227

 

2,406

 

2,726

 

319

 

2,905

 

Operating & programming costs

 

275

 

297

 

22

 

558

 

596

 

38

 

840

 

903

 

63

 

1,121

 

1,230

 

110

 

 

 

Selling, general & administrative expenses

 

142

 

159

 

18

 

293

 

330

 

37

 

438

 

491

 

53

 

595

 

663

 

68

 

 

 

Depreciation & amortization

 

165

 

197

 

32

 

332

 

394

 

62

 

505

 

616

 

111

 

690

 

832

 

142

 

 

 

Operating Income

 

134

 

155

 

21

 

254

 

304

 

50

 

393

 

450

 

56

 

537

 

612

 

75

 

665

 

Income before noncontrolling interests and income taxes

 

125

 

147

 

22

 

237

 

284

 

46

 

366

 

418

 

52

 

497

 

578

 

81

 

620

 

Net Income attributable to J:COM shareholders

 

67

 

69

 

3

 

131

 

143

 

12

 

204

 

216

 

11

 

280

 

305

 

25

 

325

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OCF*(1)

 

299

 

352

 

53

 

587

 

699

 

112

 

899

 

1,067

 

167

 

1,228

 

1,444

 

217

 

 

 

Margin (%)

 

41.8

%

43.5

%

1.7

%

40.8

%

43.0

%

2.2

%

41.3

%

43.4

%

2.1

%

41.7

%

43.3

%

1.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital Expenditure

 

119

 

150

 

31

 

244

 

316

 

72

 

399

 

476

 

78

 

624

 

694

 

70

 

 

 

Capital expenditure

 

79

 

112

 

34

 

173

 

235

 

63

 

289

 

348

 

59

 

470

 

518

 

48

 

 

 

Capital lease expenditure

 

41

 

38

 

(3

)

71

 

81

 

9

 

109

 

128

 

19

 

154

 

176

 

22

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3 months ended Mar 31

 

6 months ended Jun 30

 

9 months ended Sep 30

 

12 months ended Dec 31

 

 

 

 

 

 

 

2009

 

 

 

2009

 

 

 

2009

 

 

 

2009

 

 

 

Assets and Liabilities

 

As of Dec 08

 

Actual

 

change
(amount)

 

 

 

Actual

 

change
(amount)

 

 

 

Actual

 

change
(amount)

 

 

 

Actual

 

change
(amount)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

7,557

 

7,592

 

35

 

 

 

7,631

 

75

 

 

 

7,804

 

247

 

 

 

8,017

 

460

 

 

 

J:COM Shareholders’ Equity

 

3,494

 

3,548

 

55

 

 

 

3,622

 

128

 

 

 

3,660

 

166

 

 

 

3,749

 

255

 

 

 

Equity capital ratio to total assets

 

46

%

47

%

1

%

 

 

47

%

1

%

 

 

47

%

1

%

 

 

47

%

1

%

 

 

Debt (Including lease obligations)

 

2,530

 

2,526

 

(4

)

 

 

2,472

 

(57

)

 

 

2,540

 

10

 

 

 

2,519

 

(11

)

 

 

Net debt

 

2,315

 

2,225

 

(89

)

 

 

2,075

 

(239

)

 

 

1,946

 

(368

)

 

 

1,875

 

(440

)

 

 

D/E ratio (Net debt / J:COM shareholders’ equity)

 

0.66

 

0.63

 

0.03

 

 

 

0.57

 

(0.09

)

 

 

0.53

 

(0.13

)

 

 

0.50

 

(0.16

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3 months ended Mar 31

 

6 months ended Jun 30

 

9 months ended Sep 30

 

12 months ended Dec 31

 

 

 

 

 

2008

 

2009

 

2008

 

2009

 

2008

 

2009

 

2008

 

2009

 

 

 

Cash Flows

 

Actual

 

Actual

 

 

 

Actual

 

Actual

 

 

 

Actual

 

Actual

 

 

 

Actual

 

Actual

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash provided by operating activities

 

180

 

259

 

 

 

448

 

575

 

 

 

719

 

893

 

 

 

1,007

 

1,236

 

 

 

 

 

Cash used in investing activities

 

(108

)

(113

)

 

 

(201

)

(233

)

 

 

(326

)

(345

)

 

 

(764

)

(566

)

 

 

 

 

Cash used in financing activities

 

(87

)

(61

)

 

 

(154

)

(161

)

 

 

(261

)

(170

)

 

 

(257

)

(241

)

 

 

 

 

Free Cash Flow*(2)

 

61

 

109

 

 

 

204

 

259

 

 

 

320

 

416

 

 

 

383

 

542

 

 

 

 

 

Increase (Decrease) in cash

 

(15

)

85

 

 

 

94

 

182

 

 

 

132

 

378

 

 

 

(14

)

429

 

 

 

 

 

 


(  ) indicates minus figure.

Effects of acquisitions: Revenue 24.4 bn, (Subscription fee 21.5 bn, Others 2.9 bn), Operating & programming costs 8.3 bn, Selling, general & administrative expenses 6.8 bn.

Amounts have been rounded to the nearest 100 million yen. As a result, the sums of individual items might not equal the totals.

Figures for previous year have been adjusted to conform to the method of presentation for the year ending December 2009.

Quarterly financial data has not been audited or reviewed by independent auditors.

*(1) :  OCF and Free Cash Flow are non-GAAP measures as contemplated by the U.S. Securities and Exchange Commission’s Regulation G. For related definitions and reconciliations, see the Investor Relations section of the Liberty Global Inc.website (www.lgi.com)

OCF = Revenue less Operating & programming costs less Selling, general & administrative expenses (exclusive of stock compensation, other operating charges or credits)

*(2):   (Free Cash Flow)=(Cash flows from operating activities) - (Capital expenditures)-(Capital lease expenditures)

 

(Cautionary note regarding future-related information)

The forecasts contained in this report have been prepared on the basis of information that is currently available. Because such estimates are inherently very uncertain, actual results may differ from the forecasts. The Company does not guarantee that it will achieve these estimated results and advises readers to refrain from depending solely on these forecasts. Readers should also note that the Company is under no obligation to revise this information on a regular basis.

 

1



 

GRAPHIC

January 28, 2010

Jupiter Telecommunications Co.,Ltd.

 

Highlights of  2009

 

Consolidated Quarterly Operational Data

Consolidated systems

 

 

 

Number of Households

 

 

 

As of Mar 31

 

As of Jun 30

 

As of Sep 30

 

As of Dec 31

 

 

 

2008

 

2009

 

Change

 

2008

 

2009

 

Change

 

2008

 

2009

 

Change

 

2008

 

2009

 

Change

 

Homes passed*(1)

 

9,874,200

 

12,380,000

 

2,505,800

 

9,940,100

 

12,466,300

 

2,526,200

 

10,845,400

 

12,525,900

 

1,680,500

 

12,241,500

 

12,593,800

 

352,300

 

RGUs*(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CATV

 

2,224,300

 

2,554,700

 

330,400

 

2,245,500

 

2,574,600

 

329,100

 

2,346,800

 

2,587,900

 

241,100

 

2,557,000

 

2,598,600

 

41,600

 

of which digital service

 

1,563,500

 

2,085,300

 

521,800

 

1,640,300

 

2,178,400

 

538,100

 

1,767,600

 

2,263,500

 

495,900

 

1,997,000

 

2,348,400

 

351,400

 

High Speed Internet access

 

1,242,200

 

1,503,800

 

261,600

 

1,280,600

 

1,536,400

 

255,800

 

1,348,800

 

1,559,400

 

210,600

 

1,486,800

 

1,584,900

 

98,100

 

Telephony

 

1,356,000

 

1,615,100

 

259,100

 

1,404,900

 

1,666,200

 

261,300

 

1,510,600

 

1,714,400

 

203,800

 

1,569,800

 

1,763,100

 

193,300

 

Total

 

4,822,500

 

5,673,600

 

851,100

 

4,931,000

 

5,777,200

 

846,200

 

5,206,200

 

5,861,700

 

655,500

 

5,613,600

 

5,946,600

 

333,000

 

Total number of subscriber*(3)

 

2,714,700

 

3,181,200

 

466,500

 

2,759,600

 

3,219,200

 

459,600

 

2,903,300

 

3,247,300

 

344,000

 

3,167,400

 

3,274,800

 

107,400

 

Average number of RGUs per customer

 

1.78

 

1.78

 

0

 

1.79

 

1.79

 

0.0

 

1.79

 

1.81

 

0.02

 

1.77

 

1.82

 

0.05

 

Monthly churn rate*(4)

 

1.1

%

1.2

%

0.1

%

1.0

%

1.1

%

0.1

%

1.0

%

1.1

%

0.1

%

1.0

%

1.1

%

0.1

%

CATV

 

1.1

%

1.2

%

0.1

%

1.1

%

1.2

%

0.1

%

1.0

%

1.1

%

0.1

%

1.0

%

1.1

%

0.1

%

HS Internet access

 

1.5

%

1.5

%

0.0

%

1.3

%

1.4

%

0.1

%

1.3

%

1.3

%

0.0

%

1.2

%

1.2

%

0.0

%

Telephony

 

0.8

%

0.9

%

0.1

%

0.8

%

0.9

%

0.1

%

0.7

%

0.9

%

0.2

%

0.7

%

0.8

%

0.1

%

ARPU*(5)

 

¥7,733

 

¥7,703

 

¥-30

 

¥7,754

 

¥7,717

 

¥-37

 

¥7,774

 

¥7,715

 

¥-59

 

¥7,789

 

¥7,726

 

¥-63

 

 


Number of Homes passed, total RGUs and total number of subscribers are rounded to the nearest hundred.

*(1) Number of households that are connected to the network and can receive J:COM services.

*(2) Revenue Generating Units

*(3) Number of households subscribing at least one service.

*(4) Average monthly churn rate = Monthly number of disconnects from a service / Monthly weighted-average number of subscribers / Number of months in the period

*(5) ARPU is calculated as follows: average monthly revenue of managed system (excluding installation, poor reception and other revenues) for the period, divided by the weighted-average number of connected customers during the period.

 

J:COM Group

 

 

 

 

 

2009

 

 

 

 

 

 

 

 

 

As of Dec 08

 

As of Mar 31

 

Change

 

As of Jun 30

 

Change

 

As of Sep 30

 

Change

 

As of Dec 31

 

Change

 

 

 

 

 

 

 

Consolidated subsidiaries

 

36

 

35

 

(1

)

33

 

(3

)

33

 

(3

)

34

 

(2

)

 

 

 

 

 

 

CATV company

 

25

 

25

 

 

23

 

(2

)

23

 

(2

)

23

 

(2

)

 

 

 

 

 

 

Others

 

11

 

10

 

(1

)

10

 

(1

)

10

 

(1

)

11

 

 

 

 

 

 

 

 

Equity-method affiliates

 

9

 

10

 

1

 

10

 

1

 

10

 

1

 

9

 

 

 

 

 

 

 

 

CATV company

 

1

 

1

 

 

1

 

 

1

 

 

1

 

 

 

 

 

 

 

 

Others

 

8

 

9

 

1

 

9

 

1

 

9

 

1

 

8

 

 

 

 

 

 

 

 

Group total

 

45

 

45

 

 

43

 

(2

)

43

 

(2

)

43

 

(2

)

 

 

 

 

 

 

CATV company total

 

26

 

26

 

 

24

 

(2

)

24

 

(2

)

24

 

(2

)

 

 

 

 

 

 

Others

 

19

 

19

 

 

19

 

 

19

 

 

19

 

 

 

 

 

 

 

 

 

(Note) Changes show the difference from December 31, 2008

 

(Consolidated subsidiaries)

The number of consolidated subsidiaries decreased by one, as a result of the merger on January 1, 2009 of @Net Home Co., Ltd. and J:COM Technologies Co., Ltd.,with a new company name, Technology Networks Inc.

The number of consolidated subsidiaries decreased by 2, as a result of the merger on April 1, 2009 of Jupiter Telecommunications Co., Ltd. and Mediatti Communications, Inc. and a result of the merger on May 1, 2009 of J:COM West Co., Ltd. and Kitakawachi Cable Net Co., Ltd.

The number of consolidated subsidiaries increased by two through the merger of J SPORTS Broadcasting Corporation and Active Sports broadcasting Coporation on Octorber 1 ,2009.

The number of consolidated subsidiaries decreased by one through the liquidation of TM Lease Co., Ltd on Octorber 30, 2009.

(Equity-method affiliates)

The number of equity-method affiliates decreased by one through the change to consolidated subsidiary  from the merger of J SPORTS Broadcasting Coporation on Octorber 1 ,2009.

The number of equity-method affiliates increased by one through the establishment of Open Wireless Platform LLC. on March 31, 2009.

 

2


 


 

GRAPHIC

January 28, 2010
Jupiter Telecommunications Co.,Ltd.

 

Highlights of 2009

 

Operational Data of Newly Consolidated Subsidiaries

 

 

 

Number of Households

 

 

 

As of Mar 31

 

As of Jun 30

 

As of Sep 30

 

As of Dec 31

 

 

 

2008

 

2009

 

Change

 

2008

 

2009

 

Change

 

2008

 

2009

 

Change

 

2008

 

2009

 

Change

 

Former Fukuoka Cable Network

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Homes passed

 

 

 

570,000

 

 

 

 

 

584,800

 

 

 

540,800

 

586,300

 

45,500

 

553,000

 

 

 

 

 

RGUs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CATV

 

 

 

86,600

 

 

 

 

 

87,900

 

 

 

85,900

 

88,100

 

2,200

 

86,400

 

 

 

 

 

of which digital service

 

 

 

67,000

 

 

 

 

 

72,300

 

 

 

60,000

 

76,000

 

16,000

 

63,200

 

 

 

 

 

High Speed Internet access

 

 

 

45,800

 

 

 

 

 

47,300

 

 

 

44,400

 

47,900

 

3,500

 

45,300

 

 

 

 

 

Telephony

 

 

 

63,500

 

 

 

 

 

65,300

 

 

 

60,500

 

66,300

 

5,800

 

62,000

 

 

 

 

 

Total

 

 

 

195,900

 

 

 

 

 

200,500

 

 

 

190,800

 

202,300

 

11,500

 

193,700

 

 

 

 

 

Total number of subscribers

 

 

 

116,300

 

 

 

 

 

118,400

 

 

 

114,400

 

119,100

 

4,700

 

115,700

 

 

 

 

 

Average number of RGUs per customer

 

 

 

1.68

 

 

 

 

 

1.69

 

 

 

1.67

 

1.70

 

0.03

 

1.67

 

 

 

 

 

Taito Cable Televison

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Homes passed

 

 

 

80,200

 

 

 

 

 

80,800

 

 

 

 

 

80,800

 

 

 

80,000

 

81,500

 

1,500

 

RGUs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CATV

 

 

 

10,000

 

 

 

 

 

10,200

 

 

 

 

 

10,600

 

 

 

10,100

 

11,000

 

900

 

of which digital service

 

 

 

6,800

 

 

 

 

 

7,200

 

 

 

 

 

8,100

 

 

 

6,700

 

8,700

 

2,000

 

High Speed Internet access

 

 

 

4,300

 

 

 

 

 

4,400

 

 

 

 

 

4,600

 

 

 

4,300

 

4,800

 

500

 

Telephony

 

 

 

 

 

 

 

 

200

 

 

 

 

 

700

 

 

 

 

1,200

 

1,200

 

Total

 

 

 

14,300

 

 

 

 

 

14,800

 

 

 

 

 

15,900

 

 

 

14,400

 

17,000

 

2,600

 

Total number of subscribers

 

 

 

11,800

 

 

 

 

 

12,600

 

 

 

 

 

13,100

 

 

 

11,900

 

13,600

 

1,700

 

Average number of RGUs per customer

 

 

 

1.21

 

 

 

 

 

1.17

 

 

 

 

 

1.21

 

 

 

1.21

 

1.25

 

0.04

 

Former Mediatti Group

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Homes passed

 

 

 

1,251,000

 

 

 

 

 

1,245,800

 

 

 

 

 

1,246,600

 

 

 

1,224,700

 

1,261,500

 

36,800

 

RGUs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CATV

 

 

 

184,400

 

 

 

 

 

187,600

 

 

 

 

 

190,200

 

 

 

184,100

 

193,700

 

9,600

 

of which digital service

 

 

 

146,700

 

 

 

 

 

152,700

 

 

 

 

 

158,600

 

 

 

142,200

 

165,100

 

22,900

 

High Speed Internet access

 

 

 

107,200

 

 

 

 

 

109,500

 

 

 

 

 

110,800

 

 

 

105,300

 

112,700

 

7,400

 

Telephony

 

 

 

14,700

 

 

 

 

 

17,900

 

 

 

 

 

22,000

 

 

 

10,900

 

28,500

 

17,600

 

Total

 

 

 

306,300

 

 

 

 

 

315,000

 

 

 

 

 

323,000

 

 

 

300,300

 

334,900

 

34,600

 

Total number of subscribers

 

 

 

218,700

 

 

 

 

 

222,800

 

 

 

 

 

226,700

 

 

 

218,900

 

232,000

 

13,100

 

Average number of RGUs per customer

 

 

 

1.40

 

 

 

 

 

1.41

 

 

 

 

 

1.42

 

 

 

1.37

 

1.44

 

0.07

 

 

We disclose operational data for the system operator acquired within one year.

Subscriber numbers of the newly consolidated systems and operations are included in Operational Data. These numbers are subject to change once they are unified under J:COM’s calculation method.

 

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