FIRST QUARTERLY RESULTS ANNOUNCEMENT
FOR THE THREE MONTHS ENDED 30TH JUNE 2005
CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET (“GEM”) OF THE STOCK
EXCHANGE OF HONG KONG LIMITED (THE “STOCK EXCHANGE”)
GEM has been established as a market designed to accommodate companies to which a
high investment risk may be attached. In particular, companies may list on GEM with
neither a track record of profitability nor any obligation to forecast future profitability.
Furthermore, there may be risks arising out of the emerging nature of companies listed on
GEM and the business sectors or countries in which the companies operate. Prospective
investors should be aware of the potential risks of investing in such companies and should
make the decision to invest only after due and careful consideration. The greater risk
profile and other characteristics of GEM mean that it is a market more suited to professional
and other sophisticated investors.
Given the emerging nature of companies listed on GEM, there is a risk that securities
traded on GEM may be more susceptible to high market volatility than securities traded
on the main board of the Stock Exchange and no assurance is given that there will be a
liquid market in the securities traded on GEM.
The principal means of information dissemination on GEM is publication on the internet
website operated by the Stock Exchange. Listed companies are not generally required to
issue paid announcements in gazetted newspapers. Accordingly, prospective investors should
note that they need to have access to the GEM website in order to obtain up-to-date
information on GEM-listed issuers.
The Stock Exchange takes no responsibility for the contents of this announcement, makes no representation as
to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising
from or in reliance upon the whole or any part of the contents of this announcement.
This announcement, for which the directors of Rojam Entertainment Holdings Limited (the “Directors”) collectively
and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the
Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the “GEM
Listing Rules”) for the purpose of giving information with regard to Rojam Entertainment Holdings Limited. The
Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (1) the
information contained in this announcement is accurate and complete in all material respects and not misleading;
(2) there are no other matters the omission of which would make any statement in this announcement
misleading; and (3) all opinions expressed in this announcement have been arrived at after due and careful
consideration and are founded on bases and assumptions that are fair and reasonable.
– 2 –
HIGHLIGHTS
Turnover amounted to HK$118.9 million, 3 times of the turnover of the corresponding
period in last year.
Profit attributable to shareholders amounted to HK$7.3 million, compared to loss of HK$3.0
million of the corresponding period in previous year.
Basic earnings per share was 0.5 HK cent, compared to the loss per share of 0.2 HK cent in
last year.
The digital distribution business star ted contributing to the Group’s turnover.
New investment to accelerate digital content distribution.
The Board does not recommend the payment of an interim dividend for the three months
ended 30th June 2005.
RESULTS
The board of directors (the “Board”) of Rojam Entertainment Holdings Limited (the “Company”, together
with its subsidiaries, the “Group”) is pleased to present the unaudited consolidated results of the Group
for the three months ended 30th June 2005 together with the comparative unaudited figures for the
corresponding period in 2004.
Unaudited
Three months ended
30th June
2005 2004
Note HK$’000 HK$’000
Turnover 2 118,892 40,064
Other revenue 2 198 89
Total revenues 119,090 40,153
Cost of sales (75,118) (22,302)
Selling and distribution expenses (20,203) (11,009)
Other operating expenses (10,636) (7,902)
Amortisation of goodwill – (1,370)
Profit/(loss) before taxation 13,133 (2,430)
Taxation 3 (5,868) (435)
Profit/(loss) for the period 7,265 (2,865)
Profit/(loss) attributable to:
Equity holders of the Company 7,265 (2,954)
Minority interests – 89
7,265 (2,865)
Earnings/(loss) per share for profit/loss
attributable to the equity holders of the Company
during the period
– basic 4 0.5 cent (0.2 cent)
– 3 –
Notes:
1. Basis of preparation and accounting policies
The Company was incorporated in the Cayman Islands on 29th February 2000 as an exempted company with limited
liability under the Companies Law (Revised) of the Cayman Islands. Its shares were listed on GEM on 31st May 2001.
The unaudited consolidated accounts have been prepared in accordance with accounting principles generally accepted
in Hong Kong and comply with accounting standards issued by the Hong Kong Institute of Cer tified Public Accountants.
They have been prepared under the historical cost convention. The unaudited consolidated accounts have not been
audited by the Company’s auditors, but have been reviewed by the Company’s audit committee.
The accounting policies and methods of computation used in the preparation of the unaudited consolidated accounts
are consistent with those used in the annual financial statements for the year ended 31st March 2005 except that the
Group has changed cer tain of its accounting policies following its adoption of new/revised Hong Kong Financial
Reporting Standards (“HKFRS”) and Hong Kong Accounting Standards (“HKAS”) (collectively referred as “new HKFRSs”)
which are effective for accounting periods commencing on or after 1st Januar y 2005.
With effect from 1st April 2004, the Group has early adopted HKFRS 3 “Business Combinations”, HKAS 36 “Impairment
of Assets” and HKAS 38 “Intangible Assets”. The details of the accounting policies have been disclosed in the annual
financial statements for the year ended 31st March 2005.
With effect from 1st April 2005, the Group adopted other new HKFRSs which are relevant to its operations. The
adoption of these new HKFRSs did not result in substantial changes to the Group’s accounting policies. No prior period
adjustment has been made.
2. Turnover and revenue
The amounts of each significant category of revenue recognised during the three months ended 30th June 2005 are as
follows:
Unaudited
Three months ended
30th June
2005 2004
HK$’000 HK$’000
Turnover
Record distribution income 113,276 35,322
Music production income 1,139 428
Music publishing royalty 11 5
Digital distribution income 137 –
Discotheque income 4,098 4,132
Event management income 229 –
Merchandise sales 2 3
Banner advertising income – 174
118,892 40,064
Other revenue
Bank interest income 198 89
Total revenues 119,090 40,153
– 4 –
3. Taxation
No provision for Hong Kong profits tax has been made as the Company and its subsidiaries in Hong Kong have no
assessable profits for the current and prior year. No provision for United States income tax has been made as the
subsidiary in the United States of America has no assessable profit for the current and prior year.
The Japanese corporate income tax has been provided on the profit of the Group’s subsidiar y in Japan and calculated at
the applicable rates. The People’s Republic of China (the “PRC”) taxation has been provided on the profit of the
Group’s subsidiary in the PRC and calculated at the applicable rates.
The amount of taxation charged to the consolidated profit and loss account represents:
Unaudited
Three months ended
30th June
2005 2004
HK$’000 HK$’000
Current taxation
– Japanese corporate income tax 5,715 –
– PRC taxation 153 129
Deferred taxation – 306
Taxation charge 5,868 435
4. Earnings/loss per share
The calculation of the basic earnings/loss per share is based on the Group’s profit attributable to shareholders of
HK$7,265,000 (2004: loss of HK$2,954,000) and 1,554,684,403 (2004: 1,554,684,403) ordinary shares in issue during
the period.
Diluted earnings per share has not been presented for the three months ended 30th June 2005 as there was no dilutive
event during the period. Diluted loss per share has not been presented for the three months ended 30th June 2004 as
the conversion of the potential ordinary shares would have anti-dilutive effect to the basic loss per share.
5. Interim dividend
The Board does not recommend the payment of an interim dividend for the three months ended 30th June 2005
(2004: Nil).
– 5 –
6. Reserves
Share Exchange Accumulated
premium reserve losses Total
HK$’000 HK$’000 HK$’000 HK$’000
At 1st April 2004 148,329 (7,317) (65,159) 75,853
Loss for the period – – (2,954) (2,954)
Exchange adjustment on translation of
the accounts of overseas subsidiaries – (2,124) – (2,124)
At 30th June 2004 (unaudited) 148,329 (9,441) (68,113) 70,775
At 1st April 2005 148,329 (8,302) (7,335) 132,692
Profit for the period – – 7,265 7,265
Final dividend for the year ended
31st March 2005 – – (18,656) (18,656)
Exchange adjustment on translation of
the accounts of overseas subsidiaries – (3,985) – (3,985)
At 30th June 2005 (unaudited) 148,329 (12,287) (18,726) 117,316
BUSINESS REVIEW AND PROSPECTS
Financial Highlights
First Quarter in
Current Quarter Previous Quarter 2004/2005
(Apr to Jun 2005) (Jan to Mar 2005) (Apr to Jun 2004)
HK$’M HK$’M HK$’M
Turnover 118.9 61.1 40.1
Operating expenditures* 106.0 78.6 41.2
Profit/(loss) from operations 13.1 (17.5) (2.4)
Profit/(loss) attributable to shareholders 7.3 (22.6) (3.0)
* Cost of sales, selling & other operating expenses
– 6 –
Sales by Business Segments
Current Previous First Quarter
Quarter Quarter in 2004/2005
(Apr to Jun 2005) (Jan to Mar 2005) (Apr to Jun 2004)
HK$’M % HK$’M % HK$’M %
Record distribution 113.3 95 56.5 93 35.4 88
Music production 1.1 1 0.3 – 0.4 1
Discotheque 4.1 4 4.3 7 4.1 10
Others 0.4 – – – 0.2 1
Group Total 118.9 100 61.1 100 40.1 100
Financial Review
The first quar ter has been always a challenge for the Group due to the seasonal characteristics of the
music industry. In the past years, number of products being released in the first quarter was comparatively
fewer than that in other quarters among the year. This year, the Group has adjusted its release schedule. It
released the best-selling DVD in this quar ter. The Group recorded a turnover of HK$118.9 million in the
first quar ter of the financial year 2005/2006, representing an increase of 95% and 197% when compared
with the fourth quarter and the first quarter of 2004/2005 respectively.
The profit attributable to shareholders for the first quar ter amounted to HK$7.3 million, representing a
significant improvement compared with the loss of HK$22.6 million and HK$3.0 million for the four th
quarter and the first quar ter of 2004/2005 respectively. Earnings per share was 0.5 HK cent, compared to
loss per share of 1.5 HK cents and 0.2 HK cent in the previous quarter and the corresponding period of
last year respectively.
The main growth driver of the Group remains within the record distribution business. Of the total
turnover, HK$113.3 million or 95% was generated from the record distribution business, HK$1.1 million or
1% was generated from the music production business and HK$4.1 million or 4% was generated from the
discotheque business.
The operating expenditures including the cost of sales and selling and distribution expenses increased by
35% and 157% when compared to the fourth quar ter and the first quar ter of 2004/2005 respectively,
which was due to the increase of the turnover. In view of the Group’s small size, it can manage its
operation more effectively and efficiently.
At 30th June 2005, the Group had a cash balance of approximately HK$90.1 million, representing 57%
decrease from HK$209.8 million at 31st March 2005. The decrease in cash during the first quar ter is
attributed to the payment of the final dividend, and increased working capital requirements and trade
receivables. The Group’s trade receivables at 30th June 2005 increased to HK$56.1 million from HK$10.2
million at 31st March 2005, primarily due to the release of popular products near the end of the first
quarter and most of the trade receivables were not due. The Group has no long-term borrowing during
the quar ter, the same as for the past years.
– 7 –
Operations Review
Record distribution
Turnover from the record distribution business for the first quar ter of the financial year 2005/2006
amounted to HK$113.3 million, representing twofold of HK$56.5 million in the previous quar ter and
threefold of HK$35.4 million in the same period of last year. This business division accounted for
approximately 95% of the total turnover of the Group in the first quarter.
Due to the effect of seasonality, record and DVD sales are in general lower in the first quar ter than in
other quarters of the financial year. This year, the Group has adjusted its release schedule. It released the
popular DVD namely “ DVD�� �� �� �� �� (5)(��” in late
June of this quar ter. Based on historical records, the Downtown’s DVD series “ ” is
one of the best sellers of the Group. The change of release date of this major DVD from the last financial
year to the current financial year had a significant impact on the operating results.
During the first quar ter, the Group’s own label produced 23 music records and 13 DVDs. The products
released in the corresponding quarter of last year were 7 music records, 7 video tapes and 11 DVDs. The
more recent releases were also performing well including music records from Kingkong Kajiwara, Kinya,
Hound Dog and Fayray as well as DVDs titled “M-1 2004” and “ ”.
Digital distribution
In the past months, the Group has been at the forefront of the digital market in the telecommunication
sector in Japan. The Group has entered into digital par tnerships, in cooperation with Fandango, Inc.
(“Fandango”), with major mobile phone carriers in Japan, namely KDDI, NTT DoCoMo and Vodafone. The
Group’s full-length music tracks can be downloaded to subscribers’ mobile phones. The basic download
rate ranges from 100 Yen (HK$7) to 360 Yen (HK$25) per song.
Turnover from the digital distribution business is the net revenue received from Fandango after deducting
all external costs. The net revenue recognised to the accounts was HK$137,000 for the first quar ter.
Although the digital distribution business has yet to bring to the Group significant sales and profit contribution,
the Group will further develop this business.
Rojam Disco
Turnover from the discotheque business amounted to HK$4.1 million for the first quar ter, representing a
slight decline of 5% and 1% when compared to the previous quarter and the corresponding quarter in last
year. The decrease in turnover was mainly attributable to the reduction of admission under the current
competitive market. However, the successful international DJ par ties held every weekend helped
compensating for most of the patrons loss due to the intense competition.
The lease of the discotheque premises in Shanghai was renewed during the first quarter. As the rents of
the premises were approximately 25% of the total expenses of the discotheque on average, the operating
results of the discotheque were typically impacted by higher rents. In view of this, Rojam Disco has
successfully secured reasonable rental rates for each of the five years to reduce exposure to substantial
increase in rents in the next five years.
– 8 –
New investment
The subscription of 30,000 shares of Series A Conver tible Preferred Stocks of Bellrock Media, Inc.
(“Bellrock”) at an aggregate cash consideration of US$3,000,000 (equivalent to approximately
HK$23,400,000) was completed during the first quar ter.
Bellrock was established in Delaware, the United States on 26th January 2005. The principal focus of
Bellrock is to engage in the development, production and distribution of digital entertainment content
through multi-media platforms such as the mobile and internet markets in the United States and throughout
Asia. In addition, Bellrock will pursue strategic investment opportunities within the emerging mobile and
internet markets through an affiliated investment fund in Japan. Other investors in Bellrock include Intel
Corporation, a well-known leader in semiconductor manufacturing and technology, and Faith, Inc., a
Japan-based mobile industry leader of enabling software and ringtone technology.
The investment in Bellrock is in line with the Group’s objective to grow through strategic par tnerships with
technology companies providing music and enter tainment content in the digital distribution sector, in
particular companies with exper tise in mobile and internet-related technologies. The investment also
presents an excellent opportunity for the Group to establish itself as a leader in the music and entertainment
content distribution business and will complement and enhance the existing business of the Group.
Prospects
The current financial year has got off to a good star t. The Group’s performance in the first quar ter is
keeping the Group on track to achieve its full-year financial targets of achieving double-digit growth in both
revenue and net profit, and maximising growth in earnings per share.
The Group’s performance will continue to improve. A key driver will be the very rapid growth in digital
music and content. With the proliferation of increasingly more sophisticated handsets, mobile phones are
moving closer to become true mobile audio and visual machines. While the audio and video quality
possible on handsets is yet to be improved, the commercial success of ringtones and music download
show that there is promise for driving music and content sales and the potential for better applications as
the technology allows it. Digital content over mobile is increasingly being driven by improvements in
handsets as well as in 3G (third-generation) mobile phone networks.
The Group aims to enable its exclusive entertainment content to be downloaded to mobile phones or
through the broadband based internet soon. The management remains confident that digital distribution
business will drive the Group forward at attractive growth rates in the current financial year and that it will
become a significantly larger proportion of the Group’s business in the near future.
The recent revaluation of the Chinese currency will have little impact on the Group’s results because only
approximately 4% of the Group’s revenues currently come from its mainland operation, Rojam Disco.
However, the appreciation is cer tain to increase the exchange rate used to translate the results of Rojam
Disco from Renminbi into the Group’s presentation currency for reporting purpose.
– 9 –
DIRECTORS’ AND CHIEF EXECUTIVES’ INTERESTS AND SHORT POSITIONS IN THE
SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY OR ANY
ASSOCIATED CORPORATION
At 30th June 2005, the interests and shor t positions of the Directors and chief executives of the Company
in the shares, underlying shares and debentures of the Company or any associated corporation (within the
meaning of Par t XV of the Securities and Futures Ordinance (“SFO”)), as recorded in the register
maintained by the Company under section 352 of the SFO or as notified to the Company and the Stock
Exchange were as follows:
Ordinary shares of HK$0.10 each in the Company
Approximate
shareholding
Capacity in which Personal in the
Name of Director the shares are held interests Company
Mr. Takeyasu Hashizume Beneficial owner 1,730,000 0.11%
Mr. Arihito Yamada Beneficial owner 8,913,600 0.57%
Mr. Yukitsugu Shimizu Beneficial owner 430,000 0.03%
Mr. Hiroshi Osaki Beneficial owner 1,300,000 0.08%
Save as disclosed above, at 30th June 2005, none of the Directors, chief executive or their respective
associates (as defined in the GEM Listing Rules) was deemed to have any interests or shor t positions in the
shares, underlying shares and debentures of the Company or any of its associated corporation (within the
meaning of Par t XV of the SFO) as recorded in the register required to be kept by the Company under
section 352 of the SFO or which, pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules relating to
securities transactions by Directors, to be notified to the Company and the Stock Exchange.
Save as disclosed above, at no time during the three months ended 30th June 2005 was the Company, its
holding companies or any of its subsidiaries or fellow subsidiaries a par ty to any arrangement to enable the
Directors and chief executives of the Company to acquire benefits by means of the acquisition of shares
in, or debentures of, the Company or its associated corporation.
– 10 –
SUBSTANTIAL SHAREHOLDERS’ INTERESTS AND SHORT POSITIONS IN THE SHARES
AND UNDERLYING SHARES OF THE COMPANY
The register of substantial shareholders maintained under section 336 of the SFO shows that as at 30th
June 2005, the Company had been notified of the following substantial shareholders’ interests and shor t
positions, being 5% or more of the Company’s issued share capital:
Interests in
the ordinary Approximate
shares of HK$0.10 shareholding in
Name of shareholder each in the Company the Company
Yoshimoto America, Inc. 450,000,000 28.94%
Fandango, Inc. (Note 1) 1,053,666,167 67.77%
Yoshimoto Kogyo Co., Ltd. (Note 2) 1,053,666,167 67.77%
CS Loginet Inc. 91,750,000 5.90%
Notes:
1. Yoshimoto America, Inc. is a wholly-owned subsidiary of Fandango, Inc. (“Fandango”), Fandango is deemed to have
interest in the 450,000,000 shares in the Company held by Yoshimoto America, Inc. in addition to 603,666,167 shares in
the Company directly held by itself.
2. Fandango controlled as to 63.5% by Yoshimoto Kogyo Co., Ltd. (“Yoshimoto”). Accordingly, Yoshimoto was interested in
1,053,666,167 shares in the Company by attribution.
Save as disclosed above, at 30th June 2005, the Directors or chief executives of the Company were not
aware of any other person (other than the Directors or chief executives of the Company) who had an
interest or shor t position in the shares or underlying shares of the Company under section 336 of the
SFO.
DIRECTORS’ INTEREST IN COMPETING BUSINESS
Mr. Yukitsugu Shimizu and Mr. Hiroshi Osaki, executive Directors of the Company, are directors of
Yoshimoto, a substantial shareholder of the Company, and certain of its associates (as defined in the GEM
Listing Rules). Pursuant to two deeds of non-competition undertakings, both dated 10th October 2002, as
each amended by a supplemental deed dated 28th September 2004, and entered into between Yoshimoto
and each of (i) the Company and (ii) R and C Ltd. (“R&C”), Yoshimoto irrevocably and unconditionally
undertakes to each of the Company and R&C that, unless with the written consent of the Company or
R&C (as the case may be) or except for cer tain circumstances, it will not and will procure that its
subsidiaries and associates will not, carry on or be engaged, concerned or interested directly or indirectly
in the production of master tapes and licensing of such master tape rights. Details of the deeds of
non-competition undertakings are set out in the circulars issued by the Company dated 31st July 2002 and
3rd September 2004.
Save as disclosed above, none of the Directors or the management shareholders (as defined in the GEM
Listing Rules) of the Company have any interest in a business, which competed or may compete with the
business of the Group or have any other conflict of interests with the Group.
Quadra
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