6-K 1 d269616d6k.htm FORM 6-K FORM 6-K
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2016

Commission File Number: 001-37821

 

 

LINE Corporation

(Translation of registrant’s name into English)

 

 

Shibuya Hikarie, 27th Floor

21-1 Shibuya 2-chome

Shibuya-ku, Tokyo 150-8510, Japan

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F      X                Form 40-F              

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):             

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):             

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

LINE Corporation

  (Registrant)
Date: November 8, 2016  

By: /s/ In Joon Hwang

  (Signature)
  Name: In Joon Hwang
  Title: Director and Chief Financial Officer


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This is an English translation of the original Japanese-language document. Should there be any inconsistency between the translation and the original Japanese text, the latter shall prevail. All references to the “Company,” “we,” “us,” or “our” shall mean LINE Corporation and, unless the context otherwise requires, its consolidated subsidiaries.

Cautionary statement with respect to forward-looking statements and other information

This document contains forward-looking statements with respect to the current plans, estimates, strategies and beliefs of the Company. Forward-looking statements include, but are not limited to, those statements using words such as “anticipate,” “believe,” “continues,” “expect,” “estimate,” “intend,” “project” and similar expressions and future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may,” or similar expressions generally intended to identify forward-looking statements. These forward-looking statements are based on information currently available to the Company, speak only as of the date hereof and are based on the Company’s current plans and expectations and are subject to a number of known and unknown uncertainties and risks, many of which are beyond the Company’s control. As a consequence, current plans, anticipated actions and future financial position and results of operations may differ significantly from those expressed in any forward-looking statements in the document. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented and the Company does not intend to update any of these forward-looking statements. Risks and uncertainties that might affect the Company include, but are not limited to:

 

  i. its ability to attract and retain users and increase the level of engagement of its users;

 

  ii. its ability to improve user monetization;

 

  iii. its ability to successfully enter new markets and manage its business expansion;

 

  iv. its ability to compete in the global social network services market;

 

  v. its ability to develop or acquire new products and services, improve its existing products and services and increase the value of its products and services in a timely and cost-effective manner;

 

  vi. its ability to maintain good relationships with platform partners and attract new platform partners;

 

  vii. its ability to attract advertisers to the LINE platform and increase the amount that advertisers spend with LINE;

 

  viii. its expectations regarding its user growth rate and the usage of its mobile applications;

 

  ix. its ability to increase revenues and its revenue growth rate;

 

  x. its ability to timely and effectively scale and adapt its existing technology and network infrastructure;

 

  xi. its ability to successfully acquire and integrate companies and assets;

 

  xii. its future business development, results of operations and financial condition;

 

  xiii. the regulatory environment in which it operates;

 

  xiv. fluctuations in currency exchange rates and changes in the proportion of its revenues and expenses denominated in foreign currencies; and

 

  xv. changes in business or macroeconomic conditions.


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LINE Corporation

Index

 

Cover   
A. Corporate information   
I.  Corporate overview   
  1. Selected consolidated financial data      1   
  2. Business description      2   
II. Business   
  1. Risk factors      3   
  2. Material contracts      3   
  3. Analysis of financial position, operating results and cash flow position      3   
III. Company information   
  1. Share information   
      (1)  Total number of shares      7   
      (2)  Stock acquisition rights      7   
      (3)  Exercises of bonds with stock acquisition rights with exercise price amendment clause      7   
      (4)  Rights plans      7   
      (5)  Total number of shares issued, share capital, etc.      8   
      (6)  Principal shareholders      8   
      (7)  Voting rights      8   
  2. Directors and executive officers      9   
IV. Accounting   
  1. Interim condensed consolidated financial statements (Unaudited)   
      (1)  Interim condensed consolidated statement of financial position (Unaudited)      11   
      (2)  Interim condensed consolidated statement of profit or loss (Unaudited)      12   
      (3)  Interim condensed consolidated statement of comprehensive income (Unaudited)      14   
      (4)  Interim condensed consolidated statement of change in equity (Unaudited)      16   
      (5)  Interim condensed consolidated statement of cash flows (Unaudited)      17   


Table of Contents

A. Corporate information

I. Corporate overview

1. Selected consolidated financial data

 

Term   

16th term

Nine months ended

September 30, 2015

   

17th term

Nine months ended

September 30, 2016

    16th term  
Accounting period   

From January 1,
2015 to

September 30, 2015

   

From January 1,
2016 to

September 30, 2016

   

      From January 1, 2015 to

      December 31, 2015

 

Revenues

[Third quarter]

(Thousands of yen)  

    

 

88,073,667

[31,899,163

  

   

 

103,239,332

[35,929,724

  

    120,405,531   

Profit/(loss) before tax from continuing operations

(Thousands of yen)  

     1,329,582        15,265,707        (530,118

(Loss)/profit for the period

(Thousands of yen)  

     (7,693,484     5,684,469        (7,972,111

(Loss)/profit for the period attributable to the shareholders of the Company

[Third quarter]

(Thousands of yen)  

    

 

(7,567,681

[(2,277,302


)] 

   

 

5,314,543

[2,755,264

  

    (7,581,801

Total comprehensive (loss)/income for the period, net of tax

(Thousands of yen)  

     (5,979,953     4,331,041        (6,333,191

Equity attributable to the shareholders of the Company

(Thousands of yen)  

     14,963,980        156,480,223        17,743,295   

Total assets

(Thousands of yen)  

     107,995,491        218,088,416        122,159,231   

Basic (loss)/profit for the period

[Third quarter]

(Yen)  

    

 

(43.25

[(13.02


)] 

   

 

28.54

[13.23

  

    (43.33

Diluted (loss)/profit for the period

(Yen)  

     (43.25     25.68        (39.12

Ratio of equity attributable to the shareholders of the Company to total assets

(%)  

     13.9        71.8        14.5   

Net cash (used in)/provided by operating activities

(Thousands of yen)  

     (384,639     16,347,024        6,979,470   

Net cash used in investing activities

(Thousands of yen)  

     (8,602,570     (4,059,420     (12,228,577

Net cash provided by financing activities

(Thousands of yen)  

     18,945,255        84,427,822        18,859,895   

Cash and cash equivalents at the end of the period

(Thousands of yen)  

     28,915,005        129,514,949        33,652,250   

 

Notes:

 

1. Trends in these selected financial data for the Company on a stand-alone basis are not separately discussed as we prepare quarterly consolidated financial statements.

 

2. Revenues do not include consumption taxes.

3. The above financial data were prepared based on the unaudited interim condensed consolidated financial statements and the consolidated financial statements prepared in accordance with International Financial Reporting Standards (IFRS).

4. On February 12, 2016, the Company’s board of directors approved the abandonment of the MixRadio service. The MixRadio business has been classified as a discontinued operation as of March 21, 2016, when the abandonment took effect. As a result, the MixRadio business was retrospectively presented as a discontinued operation in the Group’s Consolidated Statement of Profit or Loss for the year ended December 31, 2015 and Interim Condensed Consolidated Statement of Profit or Loss for the nine months ended September 30, 2015.

 

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2. Business description

During the nine months ended September 30, 2016, there were no material changes in the business of the Company and its subsidiaries (collectively, the “Group”) or in the principal subsidiaries and affiliates of the Company.

 

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II. Business

1. Risk factors

During the nine months ended September 30, 2016, there were no material changes either regarding the occurrence of new operational risks or regarding operational risks mentioned in the Securities Registration Statement.

For readers of this English translation: There were no material changes from the information presented in the Risk Factors section of the Company’s Registration Statement on Form F-1 (No. 333-211954) filed with the Securities and Exchange Commission (the “SEC”).

2. Material contracts

No important operational contracts, etc. were decided or entered into during the third quarter ended September 30, 2016.

For readers of this English translation: With respect to material contracts, there were no material changes from the information presented in the Company’s Registration Statement on Form F-1 (No. 333-211954) filed with the SEC.

3. Analysis of financial position, operating results and cash flow position

The analysis of financial position, operating results and cash flow position of the Group is as follows:

(1) Operating results

In the first nine months of 2016 (from January 1, 2016 to September 30, 2016), the global economy overall followed a gentle trend of recovery despite continuing uncertainty regarding the future direction of the emerging Asian economies, particularly the Chinese economy. On the other hand, the Japanese economy continued to lack strength in growth of personal spending, despite a gradual improvement in employment and income that accompanied a recovery in corporate earnings.

Amid such circumstances, in the internet industry in which the Group is engaged, the mobile internet market is continuing to expand. Smartphone shipments in Japan increased 2.9% during the period from April 1, 2015 to March 31, 2016 year on year to 29,170,000 units, and the ratio of smartphones among total mobile phone shipments increased 6.5 percentage points year on year to 79.7%, which illustrates an increase in users switching from feature phones to smartphones. The number of SIM-free smartphones also increased during the same period. (Source: MM Research Institute, Overview of domestic mobile phone shipments for FY 2015).

In this business environment, the Group actively moved forward with business development focused on the LINE business and portal segment. In September 2016, our global MAUs reached 220 million, a year-on-year increase of 3.5% and MAUs in our four key countries of Japan, Taiwan, Thailand and Indonesia reached 162 million, a year-on-year increase of 17.6%.

Revenues

LINE Business and Portal segment

In communication, existing services including original Stickers and Creators’ Stickers and new services such as LINE Creators’ Themes released in April 2016 contributed to increased revenues. In content, despite the continuing strong popularity of “LINE Brown Farm,” factors such as a weaker performance of new titles resulted in a decrease in revenues from content year on year. On the other hand, in LINE advertising, the increase in sales of “performance ads” such as Timeline Ads and LINE News Ads provided by the LINE advertising platform released in June 2016 has contributed to increased revenues. In other sales, in addition to an overseas-focused expansion in LINE Friends, the Group started LINE Mobile in September 2016 as a Mobile Virtual Network Operator (“MVNO”) service.

MixRadio segment

The Group had acquired MixRadio on March 16, 2015. Subsequently, the Group made a strategic decision to focus on its core LINE business and portal segment. On February 12, 2016, the Company’s board of directors approved the abandonment of the MixRadio segment. The operation of the MixRadio business was classified as a discontinued operation as of March 21, 2016, when the abandonment took effect. As a result, the MixRadio business was retrospectively presented as a discontinued operation on the Interim Condensed Consolidated Statement of Profit or Loss for the nine-month period ended September 30, 2015.

 

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As a result of the above, the Group recorded revenues during the first nine months of 2016 of 103,239,332 thousand yen, a year-on-year increase of 17.2%, mainly due to increases in communication and advertising sales. By service, revenues from communication increased by 6.2% to 22,317,307 thousand yen in the first nine months of 2016 compared to the first nine months of 2015, content decreased by 9.6% to 34,024,710 thousand yen in the first nine months of 2016 compared to the first nine months of 2015, and revenues from LINE advertising increased 72.2% to 31,423,408 thousand yen in the first nine months of 2016 from the first nine months of 2015.

Profit from operating activities

Profit from operating activities consists of revenues and other operating income reduced by operating expenses. In the first nine months of 2016, the Group recorded revenues and other operating income of 108,451,304 thousand yen, a year-on-year increase of 22.6%, and operating expenses of 90,157,457 thousand yen, a year-on-year increase of 3.3%. Other operating income for this period mainly consisted of 2,460,935 thousand yen of pre-tax gain on sale of land in Fukuoka and 1,730,917 thousand yen of gain on fair value measurement for the Group’s interest arising from the deconsolidation of LINE BIZ Plus Ltd., our former subsidiary providing LINE Pay services in Thailand that came to be accounted for as a joint venture under the equity method as RABBIT-LINE Pay Company Limited. Looking at operating expenses, there was an increase in employee compensation expenses, due to headcount growth in accordance with business expansion, and increases in costs associated with the expansion of the LINE Friends service and the office relocation in Fukuoka. On the other hand, the Group managed to achieve an overall decrease in marketing expenses because of factors such as the reduction of promotion expenses for new services associated with LINE Pay and LINE Music and the concentration of its business resources into gaining further recognition in the Asian market. This concentration of business resources began in the previous fiscal year and resulted in a decrease in marketing expenses outside of Asia. As a result, for the first nine months of 2016, the Group recorded profit from operating activities of 18,293,847 thousand yen, a more than 15 fold increase year on year.

Profit for the period from continuing operations

The Group recorded profit before tax for the period from continuing operations of 15,265,707 thousand yen in the first nine months of 2016, a more than 11 fold increase year on year, due in part to an increase in profit from operating activities and loss on foreign currency transactions, net, mainly caused by the strength of the yen against foreign currencies, particularly the US dollar, and also fair value measurement loss relating to conversion right of redeemable preferred stock held by the Company. On an after-tax basis, profit for the period from continuing operations was 7,447,001 thousand yen, compared to a loss of 2,957,626 thousand yen in the first nine months of 2015. The effective tax rate for the nine-month period ended September 30, 2016 of 51.2% differed from the Japanese statutory tax rate of 35.6 % for the year ended December 31, 2015. The effective income tax rate of 51.2% was primarily due to non-deductible share-based payment expenses, including share-based payment expenses in connection with stock options granted to non-Japanese employees and directors, and pre-tax losses recorded by subsidiaries on a standalone basis for which no deferred tax assets were recognized as the related tax benefits could not be recognized.

Profit for the period

After subtracting loss from discontinued operations, which consisted of the MixRadio business, from profit from continuing operations, profit for the period was 5,684,469 thousand yen in the first nine months of 2016, compared to a loss of 7,693,484 thousand yen in the first nine months of 2015. Profit for the period attributable to the shareholders of the Company was 5,314,543 thousand yen in the first nine months of 2016, compared to a loss attributable to the shareholder of the Company of 7,567,681 thousand yen in the first nine months of 2015.

 

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(2) Financial position

Regarding the financial position of the Group as of September 30, 2016, total assets of the Group increased by 95,929,185 thousand yen compared to the end of the previous fiscal year to 218,088,416 thousand yen, primarily due to a 95,862,699 thousand yen increase in cash and cash equivalents. Total liabilities decreased by 43,306,753 thousand yen to 61,319,593 thousand yen as of September 30, 2016, primarily attributable to a decrease of 41,966,187 thousand yen in other financial liabilities, current. Total shareholders’ equity increased by 139,235,938 thousand yen to 156,768,823 thousand yen as of September 30, 2016. These changes were primarily attributable to an issuance of new shares in connection with the initial public offering of the Company’s shares in the first nine months of 2016 and the repayments of borrowings using the net proceeds from the initial public offering.

 

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(3) Cash flow position

The balance of cash and cash equivalents (hereinafter, “cash”) as of September 30, 2016 increased by 95,862,699 thousand yen from the end of the previous fiscal year to 129,514,949 thousand yen.

The respective cash flow positions are as follows.

Cash flows from operating activities

Net cash provided by operating activities was 16,347,024 thousand yen in the first nine months of 2016, compared to net cash used in operating activities of 384,639 thousand yen in the first nine months of 2015. The cash inflows, and related adjustments for non-cash items and changes in working capital, in the first nine months of 2016 are primarily related to recognition of profit before tax from continuing operations of 15,265,707 thousand yen, recognition of share-based compensation expenses of 7,313,386 thousand yen, an increase of 4,068,686 thousand yen in other current liabilities and recognition of depreciation and amortization expenses of 3,658,943 thousand yen. The cash outflows, and related adjustments for non-cash items and changes in working capital, in the first nine months of 2016 are primarily related to income taxes paid of 6,887,881 thousand yen and a decrease of 5,859,564 thousand yen in trade and other payables.

Cash flows from investing activities

Net cash used in investing activities was 4,059,420 thousand yen in the first nine months of 2016, compared to net cash used in investing activities of 8,602,570 thousand yen in the first nine months of 2015. Factors affecting the cash flows in the first nine months of 2016 are primarily related to proceeds from disposal of property and equipment and intangible assets of 5,077,509 thousand yen, acquisition of property and equipment and intangible assets of 3,473,344 thousand yen, payments of office security deposits of 2,480,071 thousand yen, guarantee deposits for the Japanese Payment Services Act of 790,000 thousand yen, investments in associates of 782,431 thousand yen and purchase of time deposits of 731,228 thousand yen.

Cash flows from financing activities

Net cash provided by financing activities was 84,427,822 thousand yen in the first nine months of 2016, compared to net cash provided by financing activities of 18,945,255 thousand yen in the first nine months of 2015. The cash inflows in the first nine months of 2016 are primarily related to 126,847,875 thousand yen in proceeds from issue of new shares in connection with the Company’s initial public offering. The cash outflows in the first nine months of 2016 are primarily related to repayment of short-term borrowings of 42,427,428 thousand yen.

(4) Operational and financial issues to be addressed

During the nine months ended September 30, 2016, there were no material changes in operational and financial issues to be addressed by the Group.

(5) Research and development activities

Not applicable.

 

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III. Company information

1. Share information

(1) Total number of shares

 

  a. Total number of shares authorized

 

Class  

Total number of          

shares authorized (Share)          

 

Common stock

    690,000,000   

Total

    690,000,000   

 

  b. Number of shares issued

 

Class   

Number of shares
issued as of end of
period

(Shares; as of

September 30, 2016)

    

Number of shares

issued as of filing date

(Shares; as of

November 8, 2016)

    

Name of securities exchange

where the shares are traded or the

name of authorized financial

instruments firms association

where the shares are registered

                    Details                

Common stock

     217,147,000         217,234,000      

Tokyo Stock Exchange

(First Section) and

New York Stock Exchange

   100 shares constitute one “unit” of common stock, which is not restricted by any significant limitations in terms of shareholders’ rights.

Total

     217,147,000         217,234,000       —      —  

 

(Note)

   Through an amendment of its articles of incorporation effective as of March 31, 2016, the Company terminated its dual class structure and converted all class A shares into common shares. The amount stated in the “Number of shares issued as of filing date” does not include the number of shares issued upon the exercise of the stock options during the period from November 1, 2016 until the filing date of this Quarterly Securities Report.

(2) Stock acquisition rights

Not applicable.

(3) Exercises of bonds with stock acquisition rights with exercise price amendment clause

Not applicable.

(4) Rights plans

Not applicable.

 

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(5) Total number of shares issued, share capital, etc.

 

Date   

Change in the number
of shares issued

(Shares)

    

Balance of shares
issued

(Shares)

    

Change in share
capital

(Thousands of yen)

    

Balance of

share capital

(Thousands of yen)

     Change in legal
capital reserve
(Thousands of yen)
    

     Balance of legal

     capital reserve

     (Thousands of yen)

 
July 14, 2016
(Note 2)
     35,000,000         209,992,000         55,151,250         67,747,447         55,151,250         57,812,457   
August 16, 2016
(Note 3)
     5,250,000         215,242,000         8,272,687         76,020,135         8,272,687         66,085,144   
July 21, 2016
to September 30, 2016
(Note 4)
     1,905,000         217,147,000         1,296,103         77,316,238         1,296,103         67,381,248   

 

(Notes)    1.   Amounts less than one thousand yen are rounded down.
   2.   Public offering (offered by book-building process)
     Issue price   3,300 yen
     Issue value   3,151.50 yen
     Amount incorporated into capital   1,575.75 yen
     Aggregate paid-in amount   110,302,500 thousand yen
   3.   Third-party offering (allotment of new shares to third parties concerning secondary distribution by overallotment)
     Issue price   3,151.50 yen
     Amount incorporated into capital   1,575.75 yen
     Allottees   Morgan Stanley & Co. LLC, Nomura Securities Co., Ltd.
   4.   Increase in total number of shares issued as a result of the exercise of stock options.
   5.   Total number of shares issued increased by 87,000 shares, and share capital and legal capital reserve each increased by 75,539 thousand yen upon the exercise of the stock options during the period from October 1, 2016 to October 31, 2016.

(6) Principal shareholders

The principal shareholders are not presented on account of the current quarterly accounting period being the third quarter period.

(7) Voting rights

 

  a. Shares issued

 

(As of September 30, 2016)
Classification   

Number of shares

(Shares)

    

Number of voting rights

(Units)

     Details

Shares without voting rights

     —          —        —  

Shares with restricted voting rights (treasury stock, etc.)

     —          —        —  

Shares with restricted voting rights (others)

     —          —        —  

Shares with full voting rights (treasury stock, etc.)

     —          —        —  

Shares with full voting rights (others)

    

 

Common stock

217,139,000

  

  

     2,171,390       100 shares constitute one “unit” of common stock, which is not restricted by any significant limitations in terms of shareholders’ rights.

Shares constituting less than one unit

    

 

Common stock

8,000

  

  

     —        —  

Total number of shares issued

     217,147,000         —        —  

Total number of voting rights held by all shareholders

     —          2,171,390       —  

 

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  b. Treasury stock, etc.

Not applicable.

2. Directors and executive officers

Not applicable.

 

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IV. Accounting

Preparation of interim condensed consolidated financial statements

The interim condensed consolidated financial statements of the Group are prepared in conformity with International Accounting Standard 34, “Interim Financial Reporting” pursuant to the provisions of Article 93 of the Ordinance on Terminology, Forms and Preparation Methods of Quarterly Consolidated Financial Statements (Cabinet Office Ordinance No. 64 of 2007; hereinafter referred to as the “Ordinance on QCFS”).

 

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1 Interim condensed consolidated financial statements

(1) Interim Condensed Consolidated Statement of Financial Position - Unaudited

(In thousands of yen)

    

Notes

   December 31,
2015
    September 30,
2016
 

Assets

                                                                            

Current assets

       

Cash and cash equivalents

        33,652,250        129,514,949   

Trade and other receivables

   8      27,248,497        25,313,910   

Other financial assets, current

   8      341,403        1,899,520   

Inventories

        1,475,939        840,039   

Other current assets

        2,454,776        2,830,599   
     

 

 

   

 

 

 

Total current assets

        65,172,865        160,399,017   
     

 

 

   

 

 

 

Non-current assets

       

Property and equipment

   5      10,500,750        8,285,854   

Goodwill

   15      3,120,767        3,399,680   

Other intangible assets

   15      1,011,531        1,662,996   

Investments in associates and joint ventures

   17      1,785,826        4,284,683   

Other financial assets, non-current

   8      23,466,920        22,871,023   

Deferred tax assets

   6      16,942,051        16,901,045   

Other non-current assets

        158,521        284,118   
     

 

 

   

 

 

 

Total non-current assets

        56,986,366        57,689,399   
     

 

 

   

 

 

 

Total assets

        122,159,231        218,088,416   
     

 

 

   

 

 

 

Liabilities

       

Current liabilities

       

Trade and other payables

   8      22,983,242        17,945,717   

Other financial liabilities, current

   8      43,933,212        1,967,025   

Accrued expenses

        7,019,114        6,744,923   

Income tax payables

   6      3,018,891        3,094,466   

Advances received

        9,517,756        10,220,726   

Provisions, current

        381,217        734,614   

Other current liabilities

   7      9,024,284        12,191,434   
     

 

 

   

 

 

 

Total current liabilities

        95,877,716        52,898,905   
     

 

 

   

 

 

 

Non-current liabilities

       

Other financial liabilities, non-current

   8      8,284        —     

Deferred tax liabilities

   6      1,843,944        1,461,265   

Provisions, non-current

        1,400,986        944,369   

Post-employment benefits

        5,495,416        6,015,054   
     

 

 

   

 

 

 

Total non-current liabilities

        8,748,630        8,420,688   
     

 

 

   

 

 

 

Total liabilities

        104,626,346        61,319,593   
     

 

 

   

 

 

 

Shareholders’ equity

       

Share capital

   9      12,596,198        77,316,239   

Share premium

   9      18,982,776        89,019,715   

Accumulated deficit

        (19,204,203     (13,834,230

Accumulated other comprehensive income

        5,368,524        3,978,499   
     

 

 

   

 

 

 

Equity attributable to the shareholders of the Company

        17,743,295        156,480,223   
     

 

 

   

 

 

 

Non-controlling interests

        (210,410     288,600   

Total shareholders’ equity

        17,532,885        156,768,823   
     

 

 

   

 

 

 

Total liabilities and shareholders’ equity

        122,159,231        218,088,416   
     

 

 

   

 

 

 

See Notes to Interim Condensed Consolidated Financial Statements

 

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(2) Interim Condensed Consolidated Statement of Profit or Loss - Unaudited

(In thousands of yen)

For the nine-month period ended September 30,

    

Notes

   2015     2016  

Revenues and other operating income:

                                                                            

Revenues

          88,073,667        103,239,332   

Other operating income

   5,16      366,469        5,211,972   
     

 

 

   

 

 

 

Total revenues and other operating income

        88,440,136        108,451,304   
     

 

 

   

 

 

 

Operating expenses:

       

Payment processing and licensing expenses

        (20,883,232     (22,435,314

Employee compensation expenses

   13      (25,543,807     (28,889,376

Marketing expenses

        (13,466,046     (7,552,221

Infrastructure and communication expenses

        (5,575,265     (5,657,013

Authentication and other service expenses

        (9,137,972     (9,720,404

Depreciation and amortization expenses

        (2,629,264     (3,658,943

Other operating expenses

   18      (10,025,138     (12,244,186
     

 

 

   

 

 

 

Total operating expenses

        (87,260,724     (90,157,457
     

 

 

   

 

 

 

Profit from operating activities

        1,179,412        18,293,847   

Finance income

        54,831        55,229   

Finance costs

        (78,007     (57,944

Share of loss of associates and joint ventures

        (142,720     (325,982

Loss on foreign currency transactions, net

        (180,609     (1,646,405

Other non-operating income

   12      870,464        3,647   

Other non-operating expenses

   12      (373,789     (1,056,685
     

 

 

   

 

 

 

Profit before tax from continuing operations

        1,329,582        15,265,707   

Income tax expenses

   6      (4,287,208     (7,818,706
     

 

 

   

 

 

 

(Loss)/profit for the period from continuing operations

        (2,957,626     7,447,001   

Loss from discontinued operations, net of tax

   10      (4,735,858     (1,762,532
     

 

 

   

 

 

 

(Loss)/profit for the period

        (7,693,484     5,684,469   
     

 

 

   

 

 

 

Attributable to:

       

The shareholders of the Company

   11      (7,567,681     5,314,543   

Non-controlling interests

        (125,803     369,926   

(In yen)

 

Earnings per share

       

Basic (loss)/profit for the period attributable to the shareholders of the Company

   11      (43.25     28.54   

Diluted (loss)/profit for the period attributable to the shareholders of the Company

   11      (43.25     25.68   

Earnings per share from continuing operations

       

Basic (loss)/profit from continuing operations attributable to the shareholders of the Company

   11      (16.19     38.00   

Diluted (loss)/profit from continuing operations attributable to the shareholders of the Company

   11      (16.19     34.20   

Earnings per share from discontinued operations

       

Basic loss from discontinued operations attributable to the shareholders of the Company

   11      (27.06     (9.46

Diluted loss from discontinued operations attributable to the shareholders of the Company

   11      (27.06     (8.52

See Notes to Interim Condensed Consolidated Financial Statements

 

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Table of Contents

Interim Condensed Consolidated Statement of Profit or Loss - Unaudited

(In thousands of yen)

For the three-month period ended September 30,

    

Notes

   2015     2016  

Revenues and other operating income:

                                                                            

Revenues

        31,899,163        35,929,724   

Other operating income

        145,463        169,558   
     

 

 

   

 

 

 

Total revenues and other operating income

        32,044,626        36,099,282   
     

 

 

   

 

 

 

Operating expenses:

       

Payment processing and licensing expenses

        (7,723,305     (7,307,784

Employee compensation expenses

        (9,048,746     (9,775,038

Marketing expenses

        (3,453,180     (2,797,927

Infrastructure and communication expenses

        (2,057,835     (1,881,425

Authentication and other service expenses

        (3,293,526     (3,583,896

Depreciation and amortization expenses

        (929,674     (1,425,176

Other operating expenses

        (3,425,027     (4,401,470
     

 

 

   

 

 

 

Total operating expenses

        (29,931,293     (31,172,716
     

 

 

   

 

 

 

Profit from operating activities

        2,113,333        4,926,566   

Finance income

        12,376        15,051   

Finance costs

        (28,000     (17,526

Share of loss of associates and joint ventures

        (90,565     (181,749

Loss on foreign currency transactions, net

        (260,530     (269,880

Other non-operating income

        870,464        108,730   

Other non-operating expenses

        (243,848     (2,985
     

 

 

   

 

 

 

Profit before tax from continuing operations

        2,373,230        4,578,207   

Income tax expenses

        (2,575,582     (1,663,620
     

 

 

   

 

 

 

(Loss)/profit for the period from continuing operations

        (202,352     2,914,587   

Loss from discontinued operations, net of tax

        (2,139,054     (96,252
     

 

 

   

 

 

 

(Loss)/profit for the period

        (2,341,406     2,818,335   
     

 

 

   

 

 

 

Attributable to:

       

The shareholders of the Company

   11      (2,277,302     2,755,264   

Non-controlling interests

        (64,104     63,071   
     (In yen)  

Earnings per share

       

Basic (loss)/profit for the period attributable to the shareholders of the Company

   11      (13.02     13.23   

Diluted (loss)/profit for the period attributable to the shareholders of the Company

   11      (13.02     12.06   

Earnings per share from continuing operations

       

Basic (loss)/profit from continuing operations attributable to the shareholders of the Company

   11      (0.80     13.69   

Diluted (loss)/profit from continuing operations attributable to the shareholders of the Company

   11      (0.80     12.48   

Earnings per share from discontinued operations

       

Basic loss from discontinued operations attributable to the shareholders of the Company

   11      (12.22     (0.46

Diluted loss from discontinued operations attributable to the shareholders of the Company

   11      (12.22     (0.42

See Notes to Interim Condensed Consolidated Financial Statements

 

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Table of Contents

(3) Interim Condensed Consolidated Statement of Comprehensive Income - Unaudited

(In thousands of yen)

For the nine-month period ended September 30,

    

Notes

   2015     2016  

(Loss)/profit for the period

        (7,693,484     5,684,469   

Other comprehensive income

       

Items that may be reclassified to profit or loss:

                                                                            

Available-for-sale financial assets:

       

Net changes in fair value

   12      2,495,983        (729,210

Reclassification to profit or loss

        260,443        276,402   

Exchange differences on translation of foreign operations:

       

Loss arising during the period

        (998,996     (929,831

Reclassification to profit or loss

        —          50,318   

Proportionate share of other comprehensive income of associates and joint ventures

        13,922        (16,031

Income tax relating to items that may be reclassified subsequently to profit or loss

        (57,821     (5,076
     

 

 

   

 

 

 

Total other comprehensive income for the period, net of tax

        1,713,531        (1,353,428
     

 

 

   

 

 

 

Total comprehensive (loss)/income for the period, net of tax

        (5,979,953     4,331,041   
     

 

 

   

 

 

 

Attributable to:

       

The shareholders of the Company

        (5,864,458     3,924,518   

Non-controlling interests

        (115,495     406,523   

See Notes to Interim Condensed Consolidated Financial Statements

 

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Table of Contents

Interim Condensed Consolidated Statement of Comprehensive Income - Unaudited

(In thousands of yen)

For the three-month period ended September 30,

    

Notes

   2015     2016  

(Loss)/profit for the period

        (2,341,406     2,818,335   

Other comprehensive income

       

Items that may be reclassified to profit or loss:

                                                                            

Available-for-sale financial assets:

       

Net changes in fair values

        5,637,020        121,480   

Reclassification to profit or loss

        93,428        2,985   

Exchange differences on translation of foreign operations:

       

(Loss)/gain arising during the period

        (1,394,225     326,304   

Proportionate share of other comprehensive income of associates and joint ventures

        11,892        (3,040

Income tax relating to items that may be reclassified subsequently to profit or loss

        (1,144,516     (46,132
     

 

 

   

 

 

 

Total other comprehensive income for the period, net of tax

        3,203,599        401,597   
     

 

 

   

 

 

 

Total comprehensive income for the period, net of tax

        862,193        3,219,932   
     

 

 

   

 

 

 

Attributable to:

       

The shareholders of the Company

        915,425        3,158,333   

Non-controlling interests

        (53,232     61,599   

See Notes to Interim Condensed Consolidated Financial Statements

 

15


Table of Contents

(4) Interim Condensed Consolidated Statement of Change in Equity - Unaudited

(In thousands of yen)

     Equity attributable to the shareholder of the Company              
                             Accumulated other comprehensive income                    
     Notes    Share
capital
     Share
premium
    Accumulated
deficit
    Foreign
currency
translation
reserve
    Available-for-
sale reserve
    Defined
benefit plan
reserve
    Total     Non-
controlling
interests
    Total
shareholder’s

equity
 

Balance at January 1, 2015

        12,596,198         7,771,659        (11,622,496     527,802        3,866,280        (643,359     12,496,084        14,884        12,510,968   

Comprehensive (loss)/income

                      

Loss for the period

        —           —          (7,567,681     —          —          —          (7,567,681     (125,803     (7,693,484

Other comprehensive income

        —           —          —          (1,009,303     2,712,526        —          1,703,223        10,308        1,713,531   
     

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive (loss)/income for the period

        —           —          (7,567,681     (1,009,303     2,712,526        —          (5,864,458     (115,495     (5,979,953

Net investment by non-controlling interests

        —           —          94        —          —          —          94        143,906        144,000   

Recognition of share-based payments

   9,13      —           8,333,773        —          —          —          —          8,333,773        —          8,333,773   

Acquisition of subsidiary

        —           —          —          —          —          —          —          133        133   

Acquisition of non-controlling interests

   9      —           (1,513     —          —          —          —          (1,513     (142     (1,655
     

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at September 30, 2015

        12,596,198         16,103,919        (19,190,083     (481,501     6,578,806           (643,359     14,963,980        43,286        15,007,266   
     

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(In thousands of yen)

  

     Equity attributable to the shareholders of the Company              
                             Accumulated other comprehensive income                    
     Notes    Share
capital
     Share
premium
    Accumulated
deficit
    Foreign
currency
translation
reserve
    Available-for-
sale reserve
    Defined
benefit plan
reserve
    Total     Non-
controlling
interests
    Total
shareholders’
equity
 

Balance at January 1, 2016

        12,596,198         18,982,776        (19,204,203     239,984        6,917,774        (1,789,234     17,743,295        (210,410     17,532,885   

Comprehensive (loss)/income

                      

Profit for the period

        —           —          5,314,543        —          —          —          5,314,543        369,926        5,684,469   

Other comprehensive income

        —           —          —          (1,168,361     (221,664     —          (1,390,025     36,597        (1,353,428
     

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive (loss)/income for the period

        —           —          5,314,543        (1,168,361     (221,664     —          3,924,518        406,523        4,331,041   

Recognition of share-based payments

   9,13      —           7,314,639        —          —          —          —          7,314,639        —          7,314,639   

Forfeiture of stock options

   9,13      —           (55,430     55,430        —          —          —          —          —          —     

Exercise of stock options

   9,13      1,296,103         (75,679     —          —          —          —          1,220,424        —          1,220,424   

Acquisition of subsidiary

   15      —           —          —          —          —          —          —          92,401        92,401   

Initial public offering

   9      63,423,938         62,853,409        —          —          —          —          126,277,347        —          126,277,347   

Other

        —           —          —          —          —          —          —          86        86   
     

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at September 30, 2016

        77,316,239         89,019,715        (13,834,230     (928,377     6,696,110        (1,789,234     156,480,223        288,600        156,768,823   
     

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See Notes to Interim Condensed Consolidated Financial Statements

 

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Table of Contents

LINE Corporation

 

(5) Interim Condensed Consolidated Statement of Cash Flows - Unaudited

(In thousands of yen)

For the nine-month period ended September 30,

     Notes    2015     2016  

Cash flows from operating activities

       

Profit before tax from continuing operations

        1,329,582        15,265,707   

Loss before tax from discontinued operations

   10      (4,735,858     (2,699,083
     

 

 

   

 

 

 

(Loss)/profit before tax

        (3,406,276     12,566,624   

Adjustments for:

       

Depreciation and amortization expenses

        2,856,252        3,658,943   

Finance income

        (54,636     (55,229

Finance costs

        78,007        57,944   

Share-based compensation expenses

   9,13      8,333,773        7,313,386   

Gain on loss of control of subsidiaries

   16      —          (1,751,880

(Gain)/loss on financial assets at fair value through profit or loss

   12      (870,464     676,477   

Gain on disposal of property and equipment and intangible assets

   5      (1,189     (2,338,537

Impairment loss of available-for-sale financial assets

   8      260,443        276,402   

Share of loss of associates

        142,720        325,982   

Loss on foreign currency transactions, net

        1,397,828        1,523,947   

Changes in:

       

Trade and other receivables

        147,305        1,846,824   

Inventories

        72,180        486,716   

Trade and other payables

        (2,639,961     (5,859,564

Accrued expenses

        (602,500     (164,258

Advances received

        3,221,463        741,564   

Provisions

        512,261        87,539   

Post-employment benefits

        534,274        628,822   

Other current assets

        (976,094     (734,150

Other current liabilities

        1,560,636        4,068,686   

Others

        (632,662     (118,298
     

 

 

   

 

 

 

Cash provided by operating activities

        9,933,360        23,237,940   
     

 

 

   

 

 

 

Interest received

        56,556        51,036   

Interest paid

        (78,601     (54,071

Income taxes paid

        (10,295,954     (6,887,881
     

 

 

   

 

 

 

Net cash (used in)/provided by operating activities

        (384,639     16,347,024   
     

 

 

   

 

 

 

Cash flows from investing activities

       

Purchase of time deposits

        (1,892,273     (731,228

Proceeds from maturities of time deposits

        1,643,599        326,177   

Purchase of equity investments

   12      (436,789     (433,943

Acquisition of property and equipment and intangible assets

        (3,288,927     (3,473,344

Proceeds from disposal of property and equipment and intangible assets

   5      33,045        5,077,509   

Investments in associates

   17      (342,000     (782,431

Payments of office security deposits

        (1,094,534     (2,480,071

Guarantee deposits for the Japanese Payment Services Act

        (130,203     (790,000

Refund of office securities deposits

        130,922        160,770   

Return of the office security deposits received under sublease arrangement

        (393,650     (7,502

Decrease in loan receivables

        22,335        164   

Acquisition of subsidiaries, net of cash acquired

   15      (2,926,572     (423,424

Cash disposed on loss of control of subsidiary

   16      —          (484,731

Others

        72,477        (17,366
     

 

 

   

 

 

 

Net cash used in investing activities

        (8,602,570     (4,059,420
     

 

 

   

 

 

 

Cash flows from financing activities

       

Proceeds from/(repayment of) short-term borrowings, net

        19,806,510        (42,427,428

Payments for redemption of bonds

        (640,569     (510,000

Repayment of borrowing arrangement

        (368,625     —     

Capital contribution from third party non-controlling interests

        144,000        76   

Payment of common shares issuance costs

   9      —          (701,590

Proceeds from initial public offering

   9      —          126,847,875   

Proceeds from exercise of stock options

   9      —          1,220,424   

Others

        3,939        (1,535
     

 

 

   

 

 

 

Net cash provided by financing activities

        18,945,255        84,427,822   
     

 

 

   

 

 

 

Net increase in cash and cash equivalents

        9,958,046        96,715,426   
     

 

 

   

 

 

 

Cash and cash equivalents at the beginning of the year

        20,254,455        33,652,250   

Effect of exchange rate fluctuations on cash and cash equivalents

        (1,297,496     (852,727
     

 

 

   

 

 

 

Cash and cash equivalents at the end of the interim reporting period

        28,915,005        129,514,949   
     

 

 

   

 

 

 

See Notes to Interim Condensed Consolidated Financial Statements

 

17


Table of Contents

Notes to Interim Condensed Consolidated Financial Statements – Unaudited

 

1. Reporting Entity

LINE Corporation (the “Company”) was incorporated in September, 2000 in Japan in accordance with the Companies Act of Japan under the name Hangame Japan Corporation to provide online gaming services. The Company changed its name to NHN Japan Corporation in August 2003, and subsequently changed its name to LINE Corporation in April 2013. The Company is a subsidiary of NAVER Corporation (“NAVER”), formerly NHN Corporation, which is domiciled in Korea. NAVER is the Company and its subsidiaries’ (collectively, the “Group”) ultimate parent company. The Company’s head office is located at 2-21-1 Shibuya, Shibuya-ku, Tokyo, Japan.

The Company listed shares of its common stock in the form of American depositary shares on the New York Stock Exchange on July 14, 2016 and shares of its common stock on the Tokyo Stock Exchange on July 15, 2016. Additionally, on August 16, 2016, Nomura Securities Co., Ltd. and Morgan Stanley & Co. LLC. exercised their options to purchase 5,250,000 additional shares of common stock in an allotment of new shares. Refer to Note 9 Issued Capital and Reserves for further details.

The Group mainly operates a cross-platform messenger application, LINE, and provides communication and content sales and advertising services. Communication and content is provided via the LINE platform, while advertising services are provided via LINE advertising, livedoor blog and NAVER Matome.

 

2. Basis of Preparation

The unaudited interim condensed consolidated financial statements for the nine-month period ended September 30, 2016 have been prepared in accordance with IAS 34 Interim Financial Reporting.

The unaudited interim condensed consolidated financial statements do not include all the information and disclosures required in the annual consolidated financial statements and should be read in conjunction with the Group’s annual consolidated financial statements as of December 31, 2015.

The unaudited interim condensed consolidated financial statements were approved by Representative Director, President and Chief Executive Officer Takeshi Idezawa and Director and Chief Financial Officer In Joon Hwang on November 8, 2016.

The Group meets the criteria of a “specified company” defined under Article 1-2 of the Ordinance on QCFS.

The preparation of the unaudited interim condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent amounts at the date of the unaudited interim condensed consolidated financial statements as well as reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates and assumptions are reviewed by management on a regular basis. The effects of a change in estimates and assumptions are recognized in the period of the change or in the period of the change and future periods.

On February 12, 2016, the board of directors approved the abandonment of the MixRadio service (the “MixRadio”). The operation of the MixRadio business was classified as a discontinued operation on March 21, 2016, when the abandonment took effect. As a result, the MixRadio business was retrospectively presented as a discontinued operation in the Interim Condensed Consolidated Statement of Profit or Loss for the nine-month periods ended September 30, 2015 and 2016. Refer to Note 10 Discontinued Operations for further details.

Intercompany balances and transactions have been eliminated upon consolidation.

Prior year adjustments

In the nine-month period ended September 30, 2015, the Group recorded adjustments to correct prior period errors in revenue and net loss on foreign currency transactions, which originated in the fiscal years ended December 31, 2013 and 2014. The aggregated adjustment increased profit before tax from continuing operations in the Interim Condensed Consolidated Statement of Profit or Loss by 123,616 thousand yen for the nine-month period ended September 30, 2015. The Group determined that the adjustment was not material to the unaudited interim condensed consolidated financial statements for any of the prior periods and for the three-month and the nine-month periods ended September 30, 2015.

 

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3. Significant Accounting Policies

The accounting policies adopted in the preparation of the unaudited interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended December 31, 2015.

The adoption of new and revised IFRSs issued by the International Accounting Standards Board that are mandatorily effective for an accounting period that begins on or after January 1, 2016 had no impact on the Group’s unaudited interim condensed consolidated financial statements as of and for the nine-month periods ended September 30, 2015 and 2016 and annual consolidated financial statements as of December 31, 2015.

Standards issued but not yet effective

The IASB issued IFRS 15 Revenue from Contracts with Customers for recognizing revenue. IFRS 15 establishes a five-step model that will apply to revenue earned from a contract with a customer, regardless of the type of revenue transaction or industry, with limited exceptions. The Group has determined not to early adopt IFRS 15 and is currently assessing the impacts of IFRS 15’s adoption. The Group has not early adopted any other standards, interpretations or amendments that have been issued but are not yet effective.

 

4. Segment Information

The operating segment of the Group is a component for which discrete financial information is available and whose operating results are regularly reviewed by the Group’s chief operating decision maker in making decisions about allocation of resources and assessment of performance. The chief operating decision maker has been identified as the Company’s board of directors. No operating segments have been aggregated to form the reportable segments.

Since the fourth quarter of 2015, the structure of the business units that management uses to make decisions about operating matters and the main performance measures used for the purpose of allocating resources to the units had changed. Segment reporting was based on two business units, the LINE business and portal segment and the MixRadio segment.

However, the board of directors approved the abandonment of the MixRadio segment on February 12, 2016. The MixRadio segment was subsequently abandoned on March 21, 2016, and retrospectively classified as a discontinued operation. Refer to Note 10 Discontinued Operations for further details.

 

(1) Description of Reportable Segment

The Group has a single reportable segment:

 

        LINE business and portal segment  –

   The Group mainly operates a cross-platform messenger application, LINE, and provides communication and content and advertising services. Communication and content are primarily provided to end users via various communication and content. Communication mainly includes LINE Stickers. Content includes LINE Games and LINE Play. Others within Communication and Contents include LINE Friends. Advertising services are provided via LINE advertising, livedoor blog and NAVER Matome. LINE advertising includes LINE Official Accounts, Sponsored Stickers, LINE Point Ads and Timeline Ads.

 

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5. Property and Equipment

During the nine-month periods ended September 30, 2015 and 2016, the Group acquired property and equipment with a cost of 2,628,762 thousand yen and 3,948,529 thousand yen, respectively. Such purchases mainly consisted of server infrastructure purchased for the operation of the LINE business and portal segment. The purchases of server infrastructure amounted to 1,478,679 thousand yen and 1,665,104 thousand yen for the nine-month periods ended September 30, 2015, and 2016, respectively. Additionally, such purchases included 749,110 thousand yen of furniture and fixture purchased due to relocation of a subsidiary’s office during the nine-month period ended September 30, 2016.

Contractual commitments for the acquisition of property and equipment as of December 31, 2015 and September 30, 2016 were 199,090 thousand yen and 331,079 thousand yen, respectively.

On June 29, 2016, the Company sold land in Fukuoka prefecture to Kyushu Railway Company. The sale price was 5,050,000 thousand yen and the Group recognized a gain on the sale of 2,460,935 thousand yen, which was recognized in the Interim Condensed Consolidated Statement of Profit or Loss as “Other operating income.”

 

6. Income Taxes

The Group’s tax provision for interim periods is determined using an estimate of the Group’s annual effective tax rate, adjusted for discrete items arising during the period. In each quarter the Group updates the estimate of the annual effective tax rate, and if the estimated annual tax rate changes, the Group makes a cumulative adjustment in that quarter.

The effective tax rate for the nine-month period ended September 30, 2015 of 322.4% differed from the Japanese statutory tax rate of 38.0% for the year ended December 31, 2014. The effective income tax rate of 322.4% was primarily due to non-deductible share-based payment expenses, including share-based payment expenses in connection with stock options granted to non-Japanese employees and directors, and partially attributable to pre-tax losses recorded by subsidiaries on a standalone basis for which no deferred tax assets were recognized as the related tax benefits could not be recognized.

The effective tax rate for the nine-month period ended September 30, 2016 of 51.2% differed from the Japanese statutory tax rate of 35.6 % for the year ended December 31, 2015. The effective income tax rate of 51.2% was primarily due to non-deductible share-based payment expenses, including share-based payment expenses in connection with stock options granted to non-Japanese employees and directors, and partially due to pre-tax losses recorded by subsidiaries on a standalone basis for which no deferred tax assets were recognized as the related tax benefits could not be recognized.

The effective tax rate for the nine-month period ended September 30, 2016 was 51.2% compared to the effective tax rate of 322.4% for the nine-month period ended September 30, 2015. This change resulted mainly from an increase in the estimated annual profit before tax and a decrease in estimated annual non-deductible share-based payment expenses for the year ending December 31, 2016 as compared to the year ended December 31, 2015, resulting in the percentage of income tax expenses over the profit before tax from continuing operations for the nine-month period ended September 30, 2016 to decrease compared to the percentage of income tax expenses over the profit before tax from continuing operations for the nine-month period ended September 30, 2015. The decrease in estimated annual non-deductible share-based payment expenses is due to the vesting in 2016 of most of the stock options granted to the directors and employees.

 

7. Other Current Liabilities

Other current liabilities as of December 31, 2015 and September 30, 2016 are as follows:

 

     (In thousands of yen)  
     December 31,
2015
     September 30,
2016
 

Deferred revenue

     7,820,054         9,326,984   

Others

     1,204,230         2,864,450   
  

 

 

    

 

 

 

Total other current liabilities

     9,024,284         12,191,434   
  

 

 

    

 

 

 

 

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8. Financial Assets and Financial Liabilities

The carrying amounts and fair value of financial instruments, except for cash and cash equivalents, by line item in the Interim Condensed Consolidated Statement of Financial Position and by category as defined in IAS 39 Financial Instruments: Recognition and Measurement as of December 31, 2015 and September 30, 2016, are as follows:

The fair value is not disclosed for those financial instruments which are not measured at fair value in the Interim Condensed Consolidated Statement of Financial Position, and whose fair value approximates their carrying amount due to their short-term and/or variable-interest bearing nature. Refer to Note 12 Fair Value Measurements for more details of the available-for-sale financial assets, which are measured at fair value.

(In thousands of yen)

     December 31, 2015      September 30, 2016  

Items

   Book value      Fair value      Book value      Fair value  

Financial assets

           

Trade and other receivables

           

Loans and receivables

     27,248,497            25,313,910      
  

 

 

       

 

 

    

Other financial assets, current

           

Loans and receivables-Time deposits

     314,194            707,769      

Office security deposits

     —              1,124,359      

Other

     27,209            67,392      
  

 

 

       

 

 

    

Total

     341,403            1,899,520      
  

 

 

       

 

 

    

Other financial assets, non-current

           

Held-to-maturity investments(1)

     280,490         294,595         280,432         296,570   

Loans and receivables

           

Guarantee deposits(1)

     2,531,620            3,321,620      

Office security deposits

     3,832,993         3,661,179         4,758,914         4,637,158   

Financial assets at fair value through profit or loss

           

Conversion right and redemption right of preferred stock

     871,309         871,309         286,428         286,428   

Available-for-sale financial assets(2)

     15,863,543         15,863,543         14,194,440         14,194,440   

Other

     86,965            29,189      
  

 

 

       

 

 

    

Total

     23,466,920            22,871,023      
  

 

 

       

 

 

    

Financial liabilities

           

Trade and other payables

           

Financial liabilities measured at amortized cost

     22,983,242            17,945,717      
  

 

 

       

 

 

    

Other financial liabilities, current

           

Financial liabilities measured at amortized cost

           

Deposits received

     935,041            1,705,803      

Short-term borrowings(3)

     42,464,553            58,000      

Current portion of long-term borrowings(4)

     —              203,222      

Corporate bonds

     510,000            —        

Other

     23,618            —        
  

 

 

       

 

 

    

Total

     43,933,212            1,967,025      
  

 

 

       

 

 

    

Other financial liabilities, non-current

           

Financial liabilities measured at amortized cost

           

Office security deposits received under sublease agreement

     7,502         7,502         —        

Other

     782            —        
  

 

 

       

 

 

    

Total

     8,284            —        
  

 

 

       

 

 

    

 

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8. Financial Assets and Financial Liabilities (continued)

 

(1) The Japanese Payment Services Act requires non-banking entities that engage in business activities involving advance payments from end users using virtual credits to secure a certain amount of money equal to or more than one half of the unused balance of virtual credits purchased by the end users as of the most recent base date set on March 31 and September 30 of each year, either by depositing or entrusting a cash reserve or government bonds with the Legal Affairs Bureau, or by concluding a guarantee contract with a financial institution. If deposits are made, they are recorded as guarantee deposits. If guarantee contracts are entered into, guarantee fees equal to the contractual amount times a guarantee fee rate are incurred. In accordance with the Japanese Payment Services Act, the Group had deposited cash of 2,530,200 thousand yen and 3,320,200 thousand yen as of December 31, 2015 and September 30, 2016, respectively. The Group also had deposited investments in Japanese government bonds of 280,490 thousand yen and 280,432 thousand yen as of December 31, 2015 and September 30, 2016, respectively, which the Group intends to hold until maturity for this purpose. In addition, the Group entered into a credit guarantee contract with a bank in the year ended December 31, 2014 and in the nine-month period ended September 30, 2016, for 2,000,000 thousand yen with a guarantee fee rate of 0.2% and 12,600,000 thousand yen with a guarantee fee rate of 0.1%, respectively, to comply with the Japanese Payment Services Act.
(2) Impairment losses of 1,789,603 thousand yen and 276,402 thousand yen were recognized for available-for-sale financial assets for the year ended December 31, 2015 and the nine-month period ended September 30, 2016, respectively.
(3) The weighted average interest rate of the remaining outstanding short-term borrowings as of December 31, 2015 and September 30, 2016 was 0.2% and 1.0%, respectively. Most of the loans have been repaid during the three-month period ended September 30, 2016.
(4) The weighted average interest rate of the remaining outstanding long-term borrowings as of September 30, 2016 was 1.0%.

 

9. Issued Capital and Reserves

 

(1) Shares issued

The movements of shares issued for the nine-month period ended September 30, 2016 are as follows:

 

                                                                                                              
     Shares issued
(Share capital with no-par value)
        
     Common
Shares
     Class A shares      Share capital
(In thousands of yen)
 

January 1, 2016

     —           174,992,000         12,596,198   

Conversion of class A shares to common shares(1)

     174,992,000         (174,992,000      —     

Initial public offering(2)

     40,250,000         —           63,423,938   

Exercise of stock options(3)

     1,905,000         —           1,296,103   
  

 

 

    

 

 

    

 

 

 

September 30, 2016

     217,147,000         —           77,316,239   
  

 

 

    

 

 

    

 

 

 

 

(1) Through an amendment of its articles of incorporation effective as of March 31, 2016, the Company terminated its dual class structure of common shares and class A shares and converted all class A shares into common shares.
(2)  The Company issued 35,000,000 shares of common stock through the initial public offering of new shares on July 14, 2016. Additionally, on August 16, 2016, Nomura Securities Co., Ltd. and Morgan Stanley & Co. LLC. exercised their options to purchase 5,250,000 additional shares of common stock in an allotment of new shares.
(3) Refer to Note 13 Share-Based Payments for further details.

 

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9. Issued Capital and Reserves (continued)

 

(2) Share premium

The movements in share premium for the nine-month period ended September 30, 2015 are as follows:

 

(In thousands of yen)  
     Share-based
payments(1)
     Common
control
business
combinations
     Others(2)      Share
premium total
 

January 1, 2015

     3,810,281         293,629         3,667,749         7,771,659   

Share-based payments

     8,333,773         —           —           8,333,773   

Acquisition of non-controlling interests

     —           —           (1,513      (1,513
  

 

 

    

 

 

    

 

 

    

 

 

 

September 30, 2015

     12,144,054              293,629           3,666,236         16,103,919   
  

 

 

    

 

 

    

 

 

    

 

 

 

The movements in share premium for the nine-month period ended September 30, 2016 are as follows:

 

(In thousands of yen)  
     Share-based
payments(1)
     Common
control
business
combinations
     Others(2)      Share
premium total
 

January 1, 2016

     15,022,911         293,629         3,666,236         18,982,776   

Share-based payments

     7,314,639         —           —           7,314,639   

Forfeiture of stock options

     (55,430      —           —           (55,430

Exercise of stock options

     (1,816,028      —           1,740,349         (75,679

Initial public offering(3)

     —           —           63,423,938         63,423,938   

Cost related to initial public offering(4)

     —           —           (570,529      (570,529
  

 

 

    

 

 

    

 

 

    

 

 

 

September 30, 2016

     20,466,092              293,629         68,259,994         89,019,715   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)  Refer to Note 13 Share-Based Payments for further details.
(2) Resulted mainly from capital reserve requirements under the Companies Act of Japan.
(3) The Company issued 35,000,000 shares of common stock through the initial public offering of new shares on July 14, 2016. Additionally, on August 16, 2016, Nomura Securities Co., Ltd. and Morgan Stanley & Co. LLC. exercised their options to purchase 5,250,000 additional shares of common stock in an allotment of new shares.
(4) Incremental costs directly attributable to the issue of common shares are recognized as a deduction from equity, net of any tax effects.

 

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10. Discontinued Operations

The Group acquired MixRadio on March 16, 2015. Subsequently, the Group made a strategic decision to focus on its core LINE business and portal segment. On February 12, 2016, the board of directors approved the abandonment of the MixRadio segment. The operation of the MixRadio business was classified as a discontinued operation on March 21, 2016, when the abandonment took effect. As a result, the MixRadio business has been retrospectively presented as a discontinued operation on the Interim Condensed Consolidated Statement of Profit or Loss for the nine-month periods ended September 30, 2015 and 2016.

The aggregated results of the discontinued operations for the nine-month periods ended September 30, 2015 and 2016 are presented below.

 

(In thousands of yen)  
     2015      2016  

Revenues

     170,115          443,742    

Other income

     19,791            

Expenses(1)

     (4,925,764)         (3,142,827)   
  

 

 

    

 

 

 

Loss before tax from discontinued operations

     (4,735,858)         (2,699,083)   

Income tax benefits on disposal(2)

     —           936,551    
  

 

 

    

 

 

 

Loss for the period from discontinued operations (attributable to the shareholders of the Company)

     (4,735,858)         (1,762,532)   
  

 

 

    

 

 

 

 

(1) In connection with the abandonment of MixRadio on March 21, 2016, restructuring expenses related to employee termination benefits of 1,164,758 thousand yen and office lease termination fees of 125,786 thousand yen have been incurred.
(2) The income tax benefits for the nine-month period ended September 30, 2016 is mainly due to the deductible temporary difference arising from the investment in MixRadio Limited, which incurred loss during the period.

The aggregated cash flow information for the discontinued operations for the nine-month periods ended September 30, 2015 and 2016 are presented below.

 

(In thousands of yen)  
     2015      2016  

Operating

     (4,875,550)         (4,672,115)   

Investing

     (2,349,819)         6,679    

Financing

     —           —     
  

 

 

    

 

 

 

Net cash outflow

     (7,225,369)         (4,665,436)   
  

 

 

    

 

 

 

 

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11. Earnings per Share

The profit or loss for the period and the weighted average number of shares used in the calculation of earnings per share are as follows:

For the nine-month period ended September 30

 

(In thousands of yen, except number of shares)  
     2015     2016  

(Loss)/profit for the period attributable to the shareholders of the Company from continuing operations

     (2,831,823     7,077,075   

Loss for the period attributable to the shareholders of the Company from discontinued operations

     (4,735,858     (1,762,532
  

 

 

   

 

 

 

Total (loss)/profit for the period attributable to the shareholders of the Company for basic and diluted earnings per share

     (7,567,681     5,314,543   
  

 

 

   

 

 

 

Weighted average number of total common shares and class A shares for basic earnings per share(1)

     174,992,000        186,259,776   

Effect of dilution:

    

Stock options

     —          20,672,714   
  

 

 

   

 

 

 

Weighted average number of total common shares and class A shares adjusted for the effect of dilution(1)

     174,992,000        206,932,490   
  

 

 

   

 

 

 

For the three-month period ended September 30

(In thousands of yen, except number of shares)

     2015     2016  

(Loss)/profit for the period attributable to the shareholders of the Company from continuing operations

     (138,248     2,851,516   

Loss for the period attributable to the shareholders of the Company from discontinued operations

     (2,139,054     (96,252
  

 

 

   

 

 

 

Total (loss)/profit for the period attributable to the shareholders of the Company for basic and diluted earnings per share

     (2,277,302     2,755,264   
  

 

 

   

 

 

 

Weighted average number of total common shares and class A shares for basic earnings per share(1)

     174,992,000        208,310,694   

Effect of dilution:

    

Stock options

     —          20,109,292   
  

 

 

   

 

 

 

Weighted average number of total common shares and class A shares adjusted for the effect of dilution(1)

     174,992,000        228,419,986   
  

 

 

   

 

 

 

 

(1)  Through the amendment of its articles of incorporation on June 15, 2015, the Company introduced a dual class structure of common shares and class A shares and converted all outstanding common shares into class A shares; therefore, the weighted average number of shares for the three-month and nine-month periods ended September 30, 2015 include average number of common shares and class A shares for the three and nine-month periods ended September 30, 2015. Additionally, through an amendment of its article of incorporation effective as of March 31, 2016, the Company terminated its dual class structure of commons shares and class A shares and converted all class A shares into common shares.

 

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11. Earnings per Share (continued)

 

In calculating diluted earnings per share, share options outstanding and other potential shares are taken into account where their impact is dilutive. Outstanding stock options as of September 30, 2015, which were equivalent to 9,942,500 common shares and 15,836,500 class A shares upon exercise, were excluded from the potential common and class A shares used in the calculation of diluted earnings per share for both the three and nine-month periods ended September 30, 2015, as their impact was antidilutive.

Potential common shares used in the calculation of diluted earnings per share for the nine-month period ended September 30, 2016, included options representing 23,559,500 shares which were outstanding as of September 30, 2016 as their impact was dilutive.

 

12. Fair Value Measurements

 

(1) Fair value hierarchy

The Group referred to the levels of the fair value hierarchy for financial instruments measured at fair value on the consolidated financial statements based on the following inputs:

 

    Level 1 inputs are quoted prices in active markets for identical assets or liabilities.

 

    Level 2 inputs are quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

    Level 3 inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable, which reflect the reporting entity’s own assumptions that market participants would use in establishing a price.

 

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12. Fair Value Measurements (continued)

 

(2) Fair value measurements by fair value hierarchy

Assets and liabilities measured at fair value on a recurring basis as of December 31, 2015 and September 30, 2016 are as follows:

(In thousands of yen)

                                                                           

December 31, 2015

   Level 1      Level 2      Level 3      Total  

Financial asset at fair value through profit or loss

           

Conversion right and redemption right of preferred stock

     —           —           871,309         871,309   

Available-for-sale financial assets

           

Listed equity securities

     2,215,330         —           —           2,215,330   

Private equity investments

     —           —           13,648,213         13,648,213   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     2,215,330         —           14,519,522         16,734,852   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(In thousands of yen)

  

September 30, 2016

   Level 1      Level 2      Level 3      Total  

Financial asset at fair value through profit or loss

           

Conversion right and redemption right of preferred stock

     —           —           286,428         286,428   

Available-for-sale financial assets

           

Listed equity securities

     2,148,795         —           —           2,148,795   

Private equity investments

     —           —           12,045,645         12,045,645   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     2,148,795         —           12,332,073         14,480,868   
  

 

 

    

 

 

    

 

 

    

 

 

 

There have been no transfers among Level 1, Level 2 and Level 3 during the nine-month period ended September 30, 2016.

 

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12. Fair Value Measurements (continued)

 

(3) Reconciliations from the opening balance to the closing balance of financial instruments categorized within Level 3 are as follows:

(In thousands of yen)

     2015      2016  
     Private equity
investments
     Conversion right
and redemption
right of preferred
stock
     Private equity
investments
     Conversion right
and redemption
right of preferred
stock
 

Fair value as of January 1

     7,302,439         816,605         13,648,213         871,309   

Total (loss)/gain for the period:

           

Included in profit or loss(1)

     (93,428      870,464         (12,342      (676,477

Included in other comprehensive income(2)

     6,214,372         —           (689,217      —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Comprehensive income (loss)

     6,120,944         870,464         (701,559      (676,477

Purchases

     416,306         —           243,450         188,965   

Return of capital

     —           —           (8,363      —     

Effect of exchange rate changes

     (984,319      (130,990      (1,136,096      (97,369
  

 

 

    

 

 

    

 

 

    

 

 

 

Fair value as of September 30

     12,855,370         1,556,079         12,045,645         286,428   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) This amount is included in “Other non-operating income” or “Other non-operating expenses” in the Group’s Interim Condensed Consolidated Statement of Profit or Loss.
(2)  This amount is included in “Net changes in fair value” of available-for-sale financial assets in the Group’s Interim Condensed Consolidated Statement of Comprehensive Income.

 

(4) Valuation techniques and inputs

Measured at fair value

Conversion right and redemption right of preferred stock

The conversion right and redemption right of preferred stock are embedded derivatives. Such conversion right and redemption right are bifurcated from the underlying preferred stock and measured at fair value using a binomial option pricing model. Below is the quantitative information regarding the valuation technique and significant unobservable inputs used in measuring the fair value of certain conversion right and redemption right of preferred stock:

 

Valuation technique

  

Significant
unobservable input

  

December 31,

2015

  

September 30,

2016

Binomial option pricing model

   Comparable listed companies’ average historical volatility    63.6%    17.0% - 41.7%
   Discount rate    1.9%    1.3% - 1.4%

A significant increase (decrease) in the comparable listed companies’ average historical volatility would result in a higher (lower) fair value of the conversion right and redemption right of preferred stock, while a significant increase (decrease) in the discount rate would result in a lower (higher) fair value of the conversion right and redemption right of preferred stock.

 

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12. Fair Value Measurements (continued)

 

(4) Valuation techniques and inputs (continued)

 

Private equity investments

Available-for-sale financial assets categorized within Level 3 mainly consist of unlisted equity securities and private equity investment funds. Private equity investment funds were measured at fair value based on net asset value as of December 31, 2015 and September 30, 2016.

Unlisted equity securities are measured at fair value either based on the most recent transactions, or using the market approach and option pricing model. Below is the quantitative information regarding the valuation techniques and significant unobservable inputs used in measuring the fair value of certain unlisted equity securities:

 

Valuation technique

  

Significant

unobservable input

  

December 31,

2015

  

September 30,

2016

Market approach - market comparable companies

   EBITDA multiple    11.1-16.0    11.8-18.3
   EBIT multiple    11.4    11.3
   Revenue multiple    1.5-4.7    1.5-4.6
   Liquidity discount    30%    30%

Option pricing model

   Comparable listed companies’ average historical volatility    64.5%-81.5%    17.0%-79.4%
   Discount rate    (0.0%)-1.9%    (0.2%)-1.4%

A significant increase (decrease) in the EBITDA, EBIT and revenue multiple would result in a higher (lower) fair value of the unlisted equity securities, while a significant increase (decrease) in the liquidity discount, comparable listed companies’ average historical volatility and discount rate would result in a lower (higher) fair value of the unlisted equity securities.

The valuation techniques and the valuation results of the Level 3 financial assets, including those performed by the external experts, were reviewed and approved by the management of the Group.

 

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13. Share-Based Payments

The Group has stock option incentive plans for directors and employees. Each stock option represents the right to purchase 500 common shares at a fixed price (344 yen for 2012 and 2013 grants and 1,320 yen for 2014 and 2015 grants per common share) for a defined period of time. During the nine-month period ended September 30, 2016, no additional stock options were granted.

On June 15, 2015, through the amendment of its articles of incorporation, the Company introduced a dual class structure of common shares and class A shares. Under the dual class structure, each common share has one vote per unit of 100 shares, and each class A share has one vote per unit of 10 shares, while both classes of shares have the same rights to share in profit, distribution of retained earnings and residual assets. Additionally, the Company amended the terms applicable to a portion of two tranches of stock options. As a result of the amendment, 24,724 Common Stock Options originally granted on December 17, 2012 and 6,949 Common Stock Options originally granted on February 4, 2015 were converted to Class A Stock Options. While all other contract terms remain unchanged, the holders of Class A Stock Options are entitled to acquire 500 class A shares upon exercise of each stock option. The Class A Stock Options are mandatorily converted to Common Stock Options on a one-to-one basis upon passage of time or occurrence of certain events as specified in the terms and conditions of Class A Stock Options.

Through an amendment of its article of incorporation effective as of March 31, 2016, the Company terminated its dual class structure of commons shares and class A shares and amended the terms applicable to stock options from class A shares to common shares.

The fair value of stock options is determined using the Black-Scholes model, a commonly accepted stock option pricing method. Stock options granted vest after two years from the grant date and are exercisable for a period of eight years from the vesting date. Conditions for vesting and exercise of the stock options require that those who received the allotment of stock options continue to be employed by the Group from the grant date to the vesting date, and from the grant date to the exercise date, respectively, unless otherwise permitted by the board of directors.

 

(1) Movements during the nine-month period ended September 30, 2016

The following table illustrates the number and weighted average exercise prices (“WAEP”) of, and movements in, outstanding Common Stock Options and Class A Stock Options on a per-common-share and a per-class-A-share basis, respectively, during the period:

 

     Common Stock Options      Class A Stock Options  
     Number
(shares)
     WAEP
(yen per share)
     Number
(shares)
     WAEP
(yen per share)
 

Outstanding at January 1, 2016

     9,848,000         827         15,836,500         558   

Granted during the period

     —           —           —           —     

Forfeited during the period

     (220,000      1,123         —           —     

Exercised during the period(1)

     (1,905,000      641         —           —     

Expired during the period

     —           —           —           —     

Conversion of Class A Stock Options to Common Stock Options

     15,836,500         558         (15,836,500      558   
  

 

 

    

 

 

    

 

 

    

 

 

 

Outstanding at September 30, 2016

     23,559,500         659         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Exercisable at September 30, 2016

     17,658,500         438         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)  The weighted average share price at the date of exercise of these options was 4,275 yen.

The weighted average remaining contractual life for the Common Stock Options outstanding as of September 30, 2016 was 6.9 years.

 

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13. Share-Based Payments (continued)

 

(2) The Group has recognized 8,333,773 thousand yen and 7,313,386 thousand yen of share-based compensation expenses in the Interim Condensed Consolidated Statement of Profit or Loss for the nine-month periods ended September 30, 2015 and 2016, respectively.

 

14. Related Party Transactions

The following tables provides the total amount of related party transactions entered into during the nine-month periods ended September 30, 2015 and 2016, as well as balances with related parties as of December 31, 2015 and September 30, 2016.

 

(1) Significant related party transactions during the nine-month period ended September 30, 2015, and outstanding balances with related parties as of December 31, 2015, are as follows:

(In thousands of yen)            

Relationship

  

Name

 

Transaction

  Transaction
amount
    Outstanding
receivable/
(payable)
balances(3)
 

Parent company

   NAVER   Advertising service(1)     967,596        159,964   

Subsidiary of parent company

   NAVER Business Platform Corp.(2)   Operating expenses     5,967,430        (942,488

 

(1) LINE Plus and NAVER entered into an agreement for exchange of services in which LINE Plus provides advertising services via the LINE platform and the right to use certain LINE characters in exchange for NAVER’s advertising services for LINE Plus via NAVER’s web portal. The Group incurred advertising revenues of 967,596 thousand yen in connection with the advertising services provided by NAVER for the nine-month period ended September 30, 2015.
(2) This subsidiary of NAVER provided IT infrastructure services and related development services to the Group
(3) The payable amount outstanding is unsecured and will be settled in cash.

 

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14. Related Party Transactions (continued)

 

(2) Significant related party transactions during the nine-month period ended September 30, 2016 and outstanding balances with related parties as of September 30, 2016, are as follows:

 

         (In thousands of yen)  

Relationship

  

Name

 

Transaction

  Transaction
amount
    Outstanding
receivable/
(payable)
balances(3)
 

Parent company

   NAVER   Advertising service(1)     264,424        136,157   

Subsidiary of parent company

   NAVER Business Platform Corp.(2)   Operating expenses     5,412,392        (803,339

 

(1)  LINE Plus and NAVER entered into an agreement for exchange of services in which LINE Plus provides advertising services via the LINE platform and the right to use certain LINE characters in exchange for NAVER’s advertising services for LINE Plus via NAVER’s web portal. The Group generated advertising revenues of 264,424 thousand yen in connection with the advertising services provided to NAVER for the nine-month period ended September 30, 2016.
(2) This subsidiary of NAVER provided IT infrastructure services and related development services to the Group.
(3) The payable amount outstanding is unsecured and will be settled in cash.

 

(3) The total compensation of key management personnel for the nine-month periods ended September 30, 2015 and 2016 are as follows:

 

     (In thousands of yen)  
     2015      2016  

Salaries (including bonuses)

     189,654         327,739   

Share-based payments(1)

     3,847,692         4,285,294   
  

 

 

    

 

 

 

Total

     4,037,346         4,613,033   
  

 

 

    

 

 

 

 

(1) Refer to Note 13 Share-Based Payments for further details.

Key management personnel include directors and corporate auditors of the Company.

 

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Table of Contents
15. Business Combinations

Acquisition in 2015

Acquisition of MixRadio

On March 16, 2015, the Group acquired the MixRadio, a music streaming service, from Microsoft Mobile Oy. The acquisition of MixRadio allowed the Group to expand the range of services. The Group determined that the acquisition of MixRadio was a business combination in accordance with IFRS 3, as the Group acquired inputs and processes, such as music rights and the trade name of MixRadio, with which principal activities had been commenced. The valuation of the fair values of the assets acquired and the liabilities assumed was completed as of December 31, 2015.

In the fourth quarter of 2015, the Group made a strategic decision to focus on its core LINE business and portal segment. As of December 31, 2015, the Group considered the abandonment of the MixRadio business to be probable. Therefore, as the future cash flows were expected to be negative, goodwill allocated to the MixRadio business was fully impaired. In addition, MixRadio’s intangible assets with definite useful life and property and equipment were fully impaired. MixRadio was subsequently abandoned on March 21, 2016. Refer to Note 10 Discontinued Operations for further details.

Assets acquired and liabilities assumed

The fair values of the identifiable assets and liabilities of MixRadio as of the date of acquisition were as follows:

 

     (In thousands of yen)  
     Fair value
recognized
on acquisition
 

Assets

  

Property and equipment

     39,320   

Intangible assets

  

Technology

     845,121   

Music rights

     543,292   

Trademarks

     156,951   

Customer relationships

     108,658   

Other intangible assets

     3,665   
  

 

 

 
     1,697,007   
  

 

 

 

Liabilities

  

Trade and other payables

     1,544,410   

Other liabilities

     550,774   
  

 

 

 
     2,095,184   
  

 

 

 

Total identifiable net assets at fair value

     (398,177

Goodwill

     2,697,621   

Total consideration

     2,299,444   
  

 

 

 

The Group paid 2,299,444 thousand yen in cash, which was included as part of cash flows from investing activities in the Interim Condensed Consolidated Statement of Cash Flows, and assumed certain liabilities in acquiring MixRadio. Goodwill of 2,697,621 thousand yen represented the value of expected synergies arising from the acquisition. All of the goodwill recognized is expected to be deductible for income tax purposes.

 

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Table of Contents
15. Business Combinations (continued)

Acquisition in 2015 (continued)

Acquisition of MixRadio (continued)

 

As part of the business combination, the Group also acquired an assembled workforce from MixRadio. However, the assembled workforce did not meet the criteria for recognition as an intangible asset under IAS 38.

From the date of acquisition, MixRadio increased the Group’s loss from discontinued operations, net of tax, by 4,735,858 thousand yen for the nine-month period ended September 30, 2015. However, because MixRadio was classified as a discontinued operation, revenues and expenses from continuing operations were not impacted. If the combination had taken place on January 1, 2015, the loss for the nine-month period ended September 30, 2015, would have been 8,548,249 thousand yen (unaudited). However, because MixRadio was classified as a discontinued operation, revenues and expenses from continuing operations were not impacted.

Acquisition related transaction costs of 74,029 thousand yen have been expensed and are included in “Other operating expenses” in the Interim Condensed Consolidated Statement of Profit or Loss.

 

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Table of Contents
15. Business Combinations (continued)

 

Acquisition in 2016

Acquisition of M.T. Burn

On February 29, 2016, the Group acquired 50.5% of the voting shares of M.T. Burn Inc., (“M.T. Burn”), an unlisted company based in Japan, specialized in developing and providing a native mobile advertising platform, “Hike”. M.T. Burn became a consolidated subsidiary. The Group acquired M.T. Burn for the purpose of enhancing the Group’s knowledge and technological capability for advertisement. The final purchase price allocation of M.T. Burn was completed and resulted in an increase of 401,000 thousand yen in customer relationships, an increase of 26,000 thousand yen in software, an increase in deferred tax assets of 88,453 thousand yen and an increase in deferred tax liabilities of 148,639 thousand yen as compared with the preliminary estimates. The corresponding impact for these adjustments was a decrease in goodwill of 185,219 thousand yen and an increase of 181,595 thousand yen in non-controlling interest.

Assets acquired and liabilities assumed

The identifiable assets and liabilities of M.T. Burn, which are measured at fair value as of the date of acquisition except for limited exceptions in accordance with IFRS, were as follows:

 

     (In thousands of yen)  
     Fair value
recognized

on acquisition
 

Assets

  

Cash and cash equivalents

     86,551   

Trade receivables, net

     83,161   

Intangible assets

  

Customer relationships

     401,000   

Software

     26,000   

Deferred tax assets

     88,453   

Other assets

     1,221   
  

 

 

 
     686,386   
  

 

 

 

Liabilities

  

Trade and other payables

     77,695   

Other financial liabilities, current

     50,000   

Other financial liabilities, non-current

     210,141   

Deferred tax liabilities

     148,639   

Other liabilities

     13,266   
  

 

 

 
     499,741   
  

 

 

 

Total identifiable net assets at fair value

     186,645   
  

 

 

 

Non-controlling interest

     (92,401

Goodwill

     415,731   
  

 

 

 

Total consideration

     509,975   
  

 

 

 

All consideration was paid in cash. The fair value of the trade receivables was 83,161 thousand yen. The gross contractual amounts of the trade receivables were not materially different from the fair value determined as part of the purchase price allocation.

 

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Table of Contents
15. Business Combinations (continued)

Acquisition in 2016 (continued)

Acquisition of M.T. Burn (continued)

 

Non-controlling interest in the acquiree that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation are measured at the present ownership instruments’ proportionate share in the recognized amounts of the acquiree’s identifiable net assets at the acquisition date.

Goodwill of 415,731 thousand yen represented the value of expected synergies arising from the acquisition and was allocated entirely to the LINE business and portal segment. None of the goodwill recognized was expected to be deductible for income tax purposes.

From the date of acquisition, M.T. Burn had contributed 252,014 thousand yen to revenue and had reduced profit before tax from continuing operations of the Group by 582,430 thousand yen for the nine-month period ended September 30, 2016. If the combination had taken place on January 1, 2016, revenue for the Group from continuing operations would have been 103,376,324 thousand yen (unaudited) and profit before tax from continuing operations for the Group would have been 15,255,852 thousand yen (unaudited) for the nine-month period ended September 30, 2016.

Acquisition related transaction costs of 5,468 thousand yen have been expensed and are included in “Other operating expenses” in the Interim Condensed Consolidated Statement of Profit or Loss.

 

     (In thousands of yen)  

Analysis of cash flows on acquisition:

  

Total consideration related to the acquisition

     (509,975

Net cash acquired with the subsidiary

     86,551   
  

 

 

 

Net cash flows on acquisition (included in cash flows from investing activities)

     (423,424
  

 

 

 

 

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Table of Contents
16. Principal Subsidiaries

Information on subsidiaries

The table below includes subsidiaries which were newly consolidated during the nine-month period ended September 30, 2016, and subsidiaries in which the Company’s percentage of ownership changed during such period:

 

               Percentage of ownership  

Name

  

Primary business activities

   Country of
incorporation
   December 31,
2015
    September 30,
2016
 

PT LINE PLUS INDONESIA(1)

   Marketing    Indonesia      —          99.8

LINE Mobile Corporation(2)

   MVNO service    Japan      —          100.0

M.T. Burn(3)

   Advertising platform service    Japan      —          50.5

Bonsai Garage Corporation(4)

   Fashion    Japan      100.0     —     

RABBIT-LINE Pay Company Limited(5)

   Payment service    Thailand      100.0     50.0

 

(1) LINE Plus established PT LINE PLUS INDONESIA in January 2016.
(2)  The Company established LMN Corporation in February 2016. LMN Corporation was renamed to LINE Mobile Corporation in June 2016.
(3)  The Company acquired M.T. Burn in February 2016.
(4)  Bonsai Garage Corporation was sold to a third party in February 2016.
(5)  On April 25, 2016, an issuance of new shares to BSS Holdings Co., Ltd., a provider of smart cards for mass transit systems and offline e-payment at retail in Thailand, resulted in a decrease of the Group’s ownership of LINE BIZ Plus Ltd. from 100.0% to 50.0%. LINE BIZ Plus Ltd. was accounted for as a joint venture under the equity method because the Group had joint control of the entity under the shareholders agreement. Through the issuance of new shares, the joint venture added new channels for making payments and adding funds and expanded the user base in Thailand. As of the transaction date, the re-measurement to fair value of the investment retained by the Group in LINE BIZ Plus Ltd. amounted to 2,383,846 thousand yen and was based on the issuance of new shares for 750 million Baht. As a result, the Group recognized a gain of 1,730,917 thousand yen, which was recognized in the Interim Condensed Consolidated Statement of Profit or Loss as “Other operating income”.

The assets, liabilities and other items of LINE BIZ Plus Ltd. transferred in connection with the loss of control were as follows:

 

     (In thousands of yen)  

Cash and cash equivalents(*)

     481,610   

Other current assets

     18,636   

Non-current assets

     177,512   

Current liabilities

     (70,936

Non-current liabilities

     (4,220

Exchange differences on translation of foreign operations

     50,318   

Non-controlling interests

     9   
  

 

 

 

Total

     652,929   
  

 

 

 

 

(*)  This amount is included in “Cash disposed on loss of control of subsidiary” in the Group’s Interim Condensed Consolidated Statement of Cash Flows.

The carrying amount of the investment in this joint venture was 2,223,030 thousand yen as of September 30, 2016. As a result of the transaction, LINE BIZ Plus Ltd. was renamed to RABBIT-LINE Pay Company Limited.

 

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Table of Contents
16. Principal Subsidiaries (continued)

 

Ultimate parent company of the Group

The next senior and the ultimate parent company of the Group is NAVER, which is domiciled in Korea and listed on the Korean Stock Exchange.

 

17. Investments in Associates and Joint Ventures

Establishment of Beijing Lantu Times Technology Company Limited

In April 2016, Lantu Games Limited, a 50% owned joint venture of the Group, established Beijing Lantu Times Technology Company Limited, a wholly-owned subsidiary. The amount of investment in this entity was 870,841 thousand yen. Beijing Lantu Times Technology Company Limited plans to provide game development and related services.

Change in LINE BIZ Plus Ltd. (RABBIT-LINE Pay Company Limited) from subsidiary to joint venture

Refer to Note 16 Principal Subsidiaries for further details.

Sale of shares of LINE Bros. Corporation

All of the shares of LINE Bros. Corporation held by the Company were sold to a third party in May 2016.

Establishment of transcosmos online communications inc.

In May 2016, the Group acquired a 40.0% interest in a new entity, transcosmos online communications inc., established to provide customer support services to certain business partners that use the LINE platform. The carrying amount of the investment in this associate was 45,707 thousand yen as of September 30, 2016.

Investment in NPLE GAMES Co., Ltd.

In August 2016, LINE Naver Game Partnership, a 66.7% owned joint operation of the Group, acquired a 22.2% interest in NPLE GAMES Co., Ltd.. As the Group has significant influence over NPLE GAMES Co., Ltd. through LINE Naver Game Partnership, the Group accounts for its ownership in NPLE GAMES Co., Ltd. using the equity method. The carrying amount of the investment in this associate was 132,840 thousand yen as of September 30, 2016.

 

18. Other Operating Expenses

Other operating expenses in the nine-month period ended September 30, 2016, consist mainly of 2,556,401 thousand yen for cost of goods, 2,257,698 thousand yen for rent expenses, 1,647,779 thousand yen for professional fees and 1,250,183 thousand yen for travel expenses compared to 1,807,961 thousand yen, 1,587,449 thousand yen, 1,634,969 thousand yen and 1,363,915 thousand yen, respectively, in the nine-month period ended September 30, 2015. Cost of goods and rent increased mainly due to the expansion of the LINE Friends service and the office relocation in Fukuoka.

 

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Table of Contents
19. Subsequent Events

Investment in Yume no Machi Souzou Iinkai Co., Ltd.

On September 29, 2016, the Company’s board of directors approved an investment in Yume no Machi Souzou Iinkai Co., Ltd. (“Yume no Machi Souzou Iinkai”), which operates a delivery portal site “Demae-Can” and has a share capital of 1,113,300 thousand yen. On October 14, 2016, the Company acquired 11.9% of the outstanding shares of Yume no Machi Souzou Iinkai by paying 2,376,000 thousand yen in cash. Additionally, on October 18, 2016, the Company acquired 8.1% of the outstanding shares of Yume no Machi Souzou Iinkai by paying 1,620,000 thousand yen in cash, resulting in the Company owning 20.0% of Yume no Machi Souzou Iinkai. The acquisition of shares of Yume no Machi Souzou Iinkai is expected to allow the Company to further develop its online-to-offline services and its delivery services. The Group determined that it exercises significant influence over Yume no Machi Souzou Iinkai. Therefore, the Group will account for its ownership interest in Yume no Machi Souzou Iinkai using the equity method.

Investment in Snow Corporation

On September 29, 2016, the Company’s board of directors approved an investment in Snow Corporation, which has a share capital of 1,700,000 thousand Korean won and is a subsidiary of NAVER, the Group’s ultimate parent company. On October 18, 2016, the Company acquired newly issued voting shares of Snow Corporation by paying 49,999,800 thousand Korean won (4,610,401 thousand yen) in cash, resulting in the Company owning 25.0% of Snow Corporation. Snow Corporation develops and operates a self-portrait photograph app, which is distributed primarily in Asia. The acquisition of shares of Snow Corporation is expected to allow the Company to expand its business in Asia and to extend the Company’s services to the existing users. The Group determined that it exercises significant influence over Snow Corporation. Therefore, the Group will account for its ownership interest in Snow Corporation using the equity method.

 

39