annual report 2002 - 田辺三菱製薬株式会社 mitsubishi pharma corporation net sales (¥ in...
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Annual Report 2002
Mitsubishi Pharma Corporation1
Net Sales(¥ in millions)
Net Income(¥ in millions)
Total Assets(¥ in millions)
19
9,15
7
181,
413
228,
983
8,
135
2,72
8
8,98
8
29
5,23
6
287,
699
352,
564
’00 ’01 ’02 ’00 ’01 ’02 ’00 ’01 ’02
Financial Highlights
Years ended March 31:Net salesOperating incomeNet income
At March 31:Total assetsShareholders’ equity
Amounts per share:Net incomeCash dividends applicable to the year
Common stock issued
¥ 181,4137,9212,728
¥ 287,699150,018
¥ 9.93
11.00
274,834
¥ 199,15719,0448,135
¥ 295,236151,833
¥ 29.60
10.75
274,834
Thousands of Millions of yen U.S. dollars
2002 2001 2000 2002
Yen U.S. dollars
Thousands of shares
Note: Yen amounts are translated into U.S. dollars, for convenience only, at the rate of ¥133 = US$1.00, the approximate exchange rate onMarch 31, 2002.
Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries
¥ 228,98319,9658,988
¥ 352,564192,387
¥ 24.54
10.00
458,435
$ 1,721,677150,11367,579
$ 2,650,8571,446,519
$ 0.18
0.08
—
Mitsubishi Pharma Corporation 2
We believe that our development as a global research-driven enterprise will support the fulfillment of our basicphilosophy statement, in which we undertake to“Endeavor to embrace humanity and contribute to theimprovement of people’s health and well-being.”
In realizing our ideal corporate profile, we see the firstthree-year period from 2002, covered by the Mid-termCorporate Action Plan, as a period in which to build onthe operational rationalization and other benefitsbrought by the merger and to make the investmentsand create the infrastructure which will pave the way tofuture growth. Alongside steady implementation ofbusiness reform and management reform, we planduring this period to raise R&D investment to around¥55 billion a year, including annual investments ofsome ¥20 billion in forward-looking genome-based drugdiscovery and overseas drug development.
Our Mid-term Corporate Action Plan sets us theambitious task of achieving performance targets(excluding figures for our U.S. subsidiary AlphaTherapeutic Corporation) of ¥270 billion in net sales,¥50 billion in operating income, ¥25 billion in netincome and return on equity of 11%. With the supportof our shareholders, we are confident of success.
onditions within the pharmaceutical industryhave become increasingly challenging in recentyears as long-term and sustained government
efforts to curtail pharmaceutical expenditure have led toa shrinkage of the domestic market, while theincreasing globalization of the world market hasresulted in intensified competition with overseas as wellas domestic rivals.
In order to meet this challenge by consolidating theiroperational bases ahead of future investment inresearch and development (R&D), Welfide Corporationand Mitsubishi-Tokyo Pharmaceuticals, Inc. enteredinto an operational merger on October 1, 2001, to makea fresh start as the newly formed Mitsubishi PharmaCorporation.
To mark this occasion, we put together an idealCorporate Profile detailing our vision of the newcompany of ten years hence. Simultaneously wedrafted a Long-range Corporate Vision and Strategy asa road map of basic strategies toward its realization anda Mid-term Corporate Action Plan covering the firstthree-year period from 2002.
Our Long-range Corporate Vision and Strategyforesees a steady advance toward our ideal corporateprofile as a global research-driven enterprise capable ofconsistently bringing to market drugs which meet globalneeds. This evolution will be founded on three basicmanagement policies: 1. Management to increasecorporate value, 2. Transparent management in linewith the global standard, and 3. Management makingmaximum use of the resources of the MitsubishiChemical Group.
To Our Shareholders
CTeruo Kobori
Mitsubishi Pharma Corporation3
Business results
Consolidated sales in the fiscal year ended March 31,2002, increased 26.2% from the previous year to¥228,983 million. The growth was due mainly to theoperational merger in the second half-year, and theresumption in June 2001 of normal shipments at theU.S. subsidiary Alpha Therapeutic Corporation.
Profitability also jumped with the ratio of cost of sales tonet sales improving 8.0 percentage points from theprevious year to 46%. This increase was mainly due tothe beneficial influence, of the June 2001 launch of theworld’s first ethical neuroprotective agent, RadicutInjection, whose sales expansion continued into thesecond half-year.
At ¥34,313 million, R&D expenses was 15% of netsales, resulting in an increase of 4.5 percentage pointsover the previous period as a ratio of net sales. Thiswas reflected in selling, general, and administrativeexpenses totaling ¥103,746 million by a correspondingincrease of 3.7% against net sales. The increase insales income and the improved cost-of-sales ratiocontributed to a 152.1% increase in operating incometo ¥19,965 million and a 229.5% increase in net incometo ¥8,988 million.
Regarding R&D activities — the backbone of ouroperation as an aspiring global research-drivenenterprise — we are devoting resources to thedevelopment of unique pharmaceuticals of high valuewhich meet medical needs, concentrating on fourstrategic therapeutic areas: neuropsychiatry, thecirculatory system and metabolism, the respiratorysystem and immunology, and oncology andhepatology. At the same time, by moving vigorouslyahead with global drug development, we are takingpositive steps toward shortening development periodsand creating new drugs with global market potential.
In genome-based drug discovery, we will bestrengthening ties with the genome-related divisions ofthe Mitsubishi Chemical Group in addition to projectsconducted at our own domestic and overseas researchinstitutes; and also undertaking collaborative researchwith biotech venture and overseas and domesticresearch firms. In this way, we will be able to take full
advantage of available external resources to assist inthe generation of innovative new drugs based ongenome and post-genome research.
Following the manufacturing approval in April 2001 ofthe neuroprotective agent Radicut Injection, threefurther approvals were obtained during the year: theexpectorant Cleanal Tablets, the new quinoloneantibacterial Pazucross Injection, and Heparin NaLOCK, the first ever kit product of a heparin sodiuminjectable. Among the products filed for approval is therecombinant human serum albumin preparation Albrec,which we expect to launch in the near future.
Looking ahead to the forthcoming fiscal year, theNational Health Insurance (NHI) price revisions of April2002 are expected on one hand to lead to substantialcuts in income; on the other hand, we look forward toreaping the benefits of the operational expansionbrought about by the merger and also to substantialcontributions to improved corporate performance fromsales growth by Radicut Injection, increasing marketpenetration by the expectorant Cleanal Tablets, andsales of Heparin Na LOCK.
With a 50% increase in R&D expenses to ¥50 billion,there is also likely to be a corresponding increase inselling, general, and administrative expenses in thecoming period. However, for an enterprise wishing tobe a global research-driven enterprise, increase of R&Dexpenses is essential and will, we are confident, bepositively reflected in active development of new drugs.
June 27, 2002
Teruo KoboriPresident & CEO
Mitsubishi Pharma Corporation 4
On October 1, 2001, we opened a new chapter in ourcorporate development when Welfide Corporation andMitsubishi-Tokyo Pharmaceuticals, Inc., entered into amerger of operations from which the new companyMitsubishi Pharma Corporation was born.
To mark this new departure, we adopted a corporatephilosophy statement committing us to “Endeavor to
embrace humanity and contribute to the improvementof people’s health and well-being” and declared ourcorporate ambition as being to progress from the levelof a domestic pharmaceutical company to a globalresearch-driven enterprise. The road to achieving thisaim lies in steadily implementing our Mid-termCorporate Action Plan.
Ideal Corporate Profile
The company committed to scientific progress, pharmaceutical advancement and the creation of products that benefit people’s health worldwide
Development as a global research-driven enterprise
Long-range Corporate Vision and Strategy
From domestic pharmaceutical company to global research-driven enterprise
Mitsubishi Pharma Corporation5
Mid-term Corporate Action Plan
Reforming into a global research-driven enterprise
In order to become the global research-drivenenterprise envisaged in our Long-range CorporateVision and Strategy, we have formulated a Mid-termCorporate Action Plan to cover the three-year periodfrom 2002 to 2004, and have already begun itsimplementation. The period covered by the plan is seenas a period for building on the rationalization and otherbenefits of the corporate merger and for makingforward-looking investments and infrastructuralimprovements.
With this objective, we will be pressing ahead withbusiness reform and management reform and withfuture-oriented investment in genome-based drugdiscovery and global drug development.
1. Business
restructuring
4. Improvement of
R&D capacity
3. Maximization of
sales income
1. Improvement of
corporate governance system
Business reform
Management reform
2. Rapid realization of
merger benefits
5. Improvement of
global development capacity
2. Implementation of
compliance program
0
100
200
300
0
12.5
25.0
37.5
50.0
2000 2001 2002 2003 2004
(billions of yen)(billions of yen)
Operating incomeNet income
Sales
2000, 2001: combined figures for pre-merger companies
2003, 2004: consolidated figures not including Alpha Therapeutic Corporation
Sales ¥270 billion
Operating income ¥50 billion
R&D expenses ¥55 billion
Return on equity 11%
0
2
4
6
8
10
12
2000 2001 2002 2003 2004
(%)
2000, 2001: combined figures for pre-merger companies
2003, 2004: consolidated figures not including Alpha Therapeutic Corporation
Mid-term Corporate Action Plan: performance targets
Key mid-term tasks and strategies
Sales, operating income, and net income (consolidated) Return on equity
Business performance
6Mitsubishi Pharma Corporation
Mid-term Corporate Action Plan
Business reform — 1Business restructuring
the operations of the subsidiary Yoshitomi FineChemicals, Ltd., with the active pharmaceuticalingredient and intermediate businesses operated byMitsubishi Chemical Corporation. Relevantpreparations are now under way.
Amendments to the current Pharmaceutical Affairs Lawin are now taking shape and the present manufacturingapproval system will be replaced by a marketingapproval system. In order to take full advantage ofbusiness opportunities in the wake of this change, it isplanned, with effect from October 1, 2002, to integrate
1. Alliance for Yoshitomi Fine Chemicals, Ltd.
Yoshitomi Fine ChemicalsMitsubishi Chemical Corp.
active pharmaceutical ingredient business
Integration planned from October 1, 2002
7 Mitsubishi Pharma Corporation
Mid-term Corporate Action Plan
Starting in August 1999, operations and shipments at aplant operated by the U.S. subsidiary AlphaTherapeutic Corporation were suspended by the orderof the U.S. Food and Drug Administration. Permissionto resume full shipment of the plant’s products wasfinally obtained in June 2001, and the plant has nowreturned to normal operations.
2. Alliance for Alpha Therapeutic Corporation
Mitsubishi Pharma is the leading supplier of plasma-protein products in Japan. In order to ensure a morestable future supply of safe plasma-fractionationproducts, it has been decided that the BiologicalProducts Division will from October 1, 2002, be
3. Spin-off of biological products business unit
established as a subsidiary company under the nameof Benesis Corporation. This will serve to emphasizeautonomy and delineate responsibilities within thedivision, speed the decision-making process, andreinforce safety systems.
Benesis Corporation(From October 1, 2002)
Mitsubishi Pharma Corporation
Biological Products Division
Spin-off
For the future, Alpha Therapeutic will be devotingenergies to establishing robust sales systems so as torecover market share; at the same time, potentialbusiness alliances will be examined wherever theycould serve the company’s business advancement.
8Mitsubishi Pharma Corporation
Business reform — 2Rapid realization of merger benefits
In order to realize the benefits of the merger as quicklyas possible, we will be rapidly adjusting staffing tooptimal levels as well as proceeding energetically with
Mid-term Corporate Action Plan
Pre-merger Merger date FY 2002 FY 2004
Sales
116 bases 72 bases 72 bases
Adjustment tooptimal levels 14 branches 14 branches
166 sales offices 118 sales offices
Production 9 bases 8 bases 7 bases 6 bases(FY 2005: 5 bases)
Distribution 5 centers 4 centers 3 centers 3 centers
Research 7 centers 7 centers 6 centers 4 centers
Pre-merger Period covered by Mid-term Corporate Action Plan FY 2005
Mitsubishi Pharma 6,080 • Outsourcing• Streamlining of operations 5,350
Consolidated staff figures 9,350 Not including Alpha Therapeutic Corporation (U.S.) 6,050
Rationalization and consolidation of domestic bases (non-consolidated)
Optimization of domestic staff levels
the rationalization and consolidation of sales,manufacturing, distribution, and research bases.
9 Mitsubishi Pharma Corporation
Business reform — 3Maximization of sales income
We believe that the area where the merger benefitscan be reaped soonest is the sales field. The mergerbrought our number of Medical Representatives to1,620, the highest of any domestic pharmaceuticalcompany. Effective use of this powerful force will leadto expanded sales capacity. With this aim in mind, weare making full use of information technology toactively develop a system whereby information can bepresented to medical professionals in real time.
Mid-term Corporate Action Plan
The ethical neuroprotective agent Radicut Injection,launched in June 2001, obtained a premium forinnovativeness factored into its approved NHI drugprice in recognition of its unique action mechanism andhigh efficacy. It is expected to develop as a major newpharmaceutical bringing yearly sales of more than ¥20billion at the peak of its performance. Energeticpromotion and information provision by MedicalRepresentatives will be used to maximize sales ofRadicut Injection and other existing products as well asnewly launched products.
Business reform — 4Improvement of R&D capacity
Collaborative research with the Mitsubishi ChemicalGroup, biotech ventures, and academia will be part ofour strategy for applying genome-related information inthe search for new targets for drug discovery and novelcandidate substances of high quality. To assist in this,we will build a worldwide drug-discovery network toreinforce and activate R&D capacity. In parallel,improved pipeline management and stringent selectionof product candidates will be applied to shortendevelopment periods.
2. Enrichment of
product pipeline
Global research-driven enterprise
3. Improvement of
global drug development
1. Strategic areas of
disease and therapy
10Mitsubishi Pharma Corporation
1. Strategic areas of disease and therapy
Following the principle of selection and concentration,we are committed to strategic deployment ofoperational resources through specialization in certainareas, notably the circulatory system and metabolism,neuropsychiatry, the respiratory system andimmunology, and oncology and hepatology.
Neuropsychiatry
2000 2001 2002 2003 20040
20
40
60
0
5
10
15
20(billions of yen)
R&D expenses/sales(%)
Cerebral infarction
Schizophrenia
Chronic respiratory disease
Solid cancer
Ischemic heart disease
Neuro-degenerative disease
Autoimmune disease
Chronic liver disease
2000, 2001: combined figures for pre-merger companies
2003, 2004: consolidated figures not including Alpha Therapeutic Corporation
R&D expenses
Oncologyand hepatology
Respiratory systemand immunology
Circulatory systemand metabolism
At the same time, we are continuing with vigorousendeavors in the fields of genome-based drug-discovery and post-genome research so as to positionourselves as a leading player in the 21st century age ofgenome-based drug discovery.
Mid-term Corporate Action Plan
11 Mitsubishi Pharma Corporation
Mid-term Corporate Action Plan
2. Enrichment of pipeline
Pending manufacturing license Additional indicationsIn-house developed products
Co-developed products
Under clinical trial Additional formulations Derivation
MCC-847 Asthma, Rhinitis
SFPPGonarthrosis
AS-013 Peripheral Arterial Occlusive Disease (PAOD)
MCC-555 NIDDM
Anplag Chronic Pain
Radicut Amyotrophic Lateral Sclerosis (ALS)
OC-108 Therapeutic Agent for Hemorrhoids
Venoglobulin-IH Polymyositis/Dermatomyositis
Anplag Prevention of Recurrence of Cerebral Infarction
Radicut SubarachnoidHaemorrhage
Grtpa Acute Cerebral Infarction
Urso Hepatitis C
CR-1505 (tablets) Chronic Pancreatitis
HSR-81 Premature Labor
Omeprazon Gastritis
Albrec Hypoproteinemia
CR-1505 (injection) Acute Pancreatitis
TU-199 Peptic Ulcer
Neuart Toxemia of the Pregnancy
Venoglobulin-IH IgG-subclass Deficiency
Novastan Acute Ischemic Stroke[USA]
NM-702 Anti-platelet [USA]
MCC-135 Myocardial Infarct [Europe]
SSY726 Candisiasis [UK]
Cholebine Hyperphosphatemia (USA/Europe)
FTY720 Immunosuppressant [USA/Europe]
MCC-135 Heart Failure[Europe/USA]
MCC-555 NIDDM [USA/Europe]
AS-013 Peripheral Arterial OcclusiveDisease (PAOD) [USA]
Novastan HIT, HITTS [Europe]
1PI Alpha1 Proteinase Inhibitor Deficiency [USA]
Novastan Peripheral Arterial Occlusive Disease (PAOD) [China]
Pre-registration
Do
me
stic
Ove
rse
as
Phase II Phase IIIApproval applicationfiled
12Mitsubishi Pharma Corporation
3. Improvement of global drug development capacity
In order to develop drugs that meet global needs, wewill improve drug development capacity not only inJapan but also overseas. On October 1, 2001, weestablished the pharmaceutical research,development, and sales company Mitsubishi PharmaAmerica, Inc., in New Jersey. We plan to integrate intothe new entity the clinical development division of theformer Welfide subsidiary Welfide InternationalCorporation.
Meanwhile, following a £200,000 increase incapitalization, our Britain-based development companyMTP Europe Ltd. has been integrated with the formerWelfide London Representative Office to form the newcompany Mitsubishi Pharma Europe Ltd.
We are confident that these two companies will enjoysignificant successes as overseas drug developmentbases.
MPAAS-013
MCC-135
NM-702
Novastan
Cholebine
MPEMCC-135
Novastan
Cholebine
FTY720: Novartis NovastanChina
MPC
MCC-135: TakedaMCC-555: J&J
MCC-478: Eli LillyNovastan: TBC
Overseas GrowthBasic policy: growth through in-house drug development and alliances
Mid-term Corporate Action Plan
13 Mitsubishi Pharma Corporation
Mid-term Corporate Action Plan
Business reform — 5Improvement of global development capacity
We aim to improve global development capacityin the three areas of sales, drug development,and manufacturing. At present, we are engagedin initiatives to improve global developmentcapacity through our local bases MitsubishiPharma Europe Ltd. (MPE) and MitsubishiPharma America, Inc. (MPA). Strategicbusiness alliances will also be an option to beconsidered as we continue to pursue activebusiness development.
Construction ofsales organization
in Europe and America(with option of alliances)
Establishment of overseas drug development
organization(MPE and MPA)
Improvement ofglobal development capacity
Management reform — 1Improvement of corporate governance system
As part of the management reform envisaged in theMid-term Corporate Action Plan, we plan a range ofmeasures to restructure our system of corporategovernance, among them the recruitment of directorsfrom the exterior.
In order to clearly define roles within the board ofdirectors by separating decision-making andmanagement functions from executive functions, andat the same time to facilitate rapid and accurateresponse to changes in the business environment, wehave adopted an executive officer system.
Formerly the board comprised 11 directors, but afterthe general shareholders’ meeting of June 2002, weintend to halve the number of directors so as toestablish clearly defined management responsibilitiesand to speed the decision-making process. We arealso enhancing auditor functions by supplementing theinternal auditors with two external auditors, who willproactively verify the legal compliance and thesoundness of management decisions and actions.
Number of directors July 2001(pre-merger)
October 2001(merger date) July 2002
Former Welfide 7
11 6Former Mitsubishi-Tokyo 15
Total 22
Changes to board of directors
14Mitsubishi Pharma Corporation
Mid-term Corporate Action Plan
Management reform — 2Implementation of compliance program
In April 2002, as one step in the building of a corporateorganization fitting for a global research-drivenenterprise, we formulated a compliance program. Our
task from now on will be to implement the program byinstilling our Business Conduct Guidelines into eachand every employee.
Compliance implementation structure
Compliance implementationcommittee
Compliance officer
Compliance implementationmanager
Compliance implementation staff
All staff
Compliance office Legal adviser
Hotline Hotline
1. To act with increased ethical awareness as anacknowledged life-supporting enterprise
2. To give absolute priority to respect for the law in allcorporate actions
3. To respect human rights and the individual and shundiscrimination and victimization
4. To coexist in harmony with society and take accountof the global environment in corporate activity
5. To ensure highly transparent, fair and freecompetition and business dealings
6. To maintain appropriate and healthy relations withpolitical and administrative bodies
7. To undertake active and fair disclosure of corporateinformation
8 To ensure appropriate management and effectiveutilization of corporate assets and information
Mitsubishi Pharma Business Conduct Guidelines
15
Thousands of U.S. dollarsMillions of yen
Years ended March 31:Net salesCost of salesSelling, general and administrative expenses
Operating incomeNet income
At March 31:Current assetsProperty, plant and equipment, net
Investments and other assetsTotal assetsCurrent liabilitiesLong-term liabilitiesMinority interestsShareholders’ equity
Amounts per share: Net incomeCash dividends applicable to the year
Common stock issued
2002 2001 2000 1999 1998 2002
¥ 181,413 ¥ 199,157 ¥ 214,703 ¥ 111,47498,053 102,093 116,050 56,590
75,439 78,020 81,275 39,1427,921 19,044 17,378 15,7422,728 8,135 7,105 5,735
¥ 172,549 ¥ 177,685 ¥ 169,931 ¥ 82,513
83,686 88,457 82,812 27,55831,464 29,094 30,867 14,569
287,699 295,236 283,610 124,640104,958 99,901 103,079 40,48628,002 36,053 31,748 9,5404,721 7,449 7,348 702
150,018 151,833 141,435 73,912
¥ 9.93 ¥ 29.60 ¥ 25.86 ¥ 38.05
11.00 10.75 8.50 8.50
274,834 274,834 274,834 150,730
Note: Amounts on or before March 31, 1998, are those for Yoshitomi Pharmaceutical Industries, Ltd. only. Amounts on or between April 1,1998 and March 31, 2001, are those for Welfide Corporation only.
Financial Section
Five-Year Summary
Thousands of shares
Yen U.S. dollars
¥ 228,983105,272
103,74619,9658,988
¥ 218,296
104,78729,481
352,564128,09924,0348,044
192,387
¥ 24.54
10.00
458,435
$ 1,721,677791,519
780,045150,11367,579
$ 1,641,323
787,872221,662
2,650,857963,150180,70760,481
1,446,519
$ 0.18
0.08
—
Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries
16
Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries
Financial Review
Net Sales(¥ in millions)
Net Income(¥ in millions)
Total Assets(¥ in millions)
Operating Income(¥ in millions)
’00 ’01 ’02
19,0
44
7,92
1
19,
965
8,1
35
2,72
8
8
,988
’00 ’01 ’02 ’00 ’01 ’02
199,
157
181,
413
228
,983
117
,551
11
5,15
0
1
34,2
68
177
,685
172,
549
218,
296
77.
4
76.
8
69
.8
’00 ’01 ’02
Fixed Assets Ratio (%)
Fixed Assets (¥ in millions)
Current Assets (¥ in millions)
Income and ExpensesNet sales for the fiscal year ended March 31, 2002, reached¥228,983 million ($1,721,677 thousand), an advance of 26.2% overthe previous year. The increase was due chiefly to the expandedscale of the Company’s pharmaceutical business in the second half-year following the operational merger and the resumption of normaloperations and shipments at the Company’s U.S. subsidiary.
The cost-of-sales ratio, based on cost of sales totaling ¥105,272million ($791,519 thousand), improved 8.1 percentage points overthat of the previous period due to such factors as the improvementin the cost-of-sales ratio at the U.S. subsidiary and expanded salesof new products in the domestic market. Selling, general, andadministrative expenses of ¥103,746 million ($780,045 thousand)rose as a percentage of net sales by 3.7 percentage points, theresult of an increase in research and development expenses,which, as a proportion of net sales, grew 4.5 percentage points to15%. Although selling, general, and administrative expensesincreased, higher sales and the improved cost-of-sales ratiocontributed to a substantial increase in operating income, which asa proportion of net sales advanced 4.4 percentage points.
Among other income and expenses, positive items included areversal of retirement allowances as a result of the reducedretirement benefit liabilities which followed a pension schemechange at the former Mitsubishi-Tokyo Pharmaceuticals, Inc., anda gain on disposal of assets at the U.S. subsidiary. These were,however, outweighed by negative items including a loss onrevaluation of investments in securities, special retirementallowances provided in association with the early-retirementincentive scheme, and special expenses related to the merger. Theresult was a deficit of ¥4,733 million ($35,587 thousand) in otherincome and expenses.
Income before income taxes and minority interests, at ¥15,232million ($114,526 thousand), showed a decline of 26.2% from theprevious year. This was due to the less favorable balance of other
income and expenses, which in the previous year had benefitedfrom a gain of ¥13,575 million on the sale of the intravenoussolutions business to record a positive figure of ¥12,715 million.
The effective tax rate applied to income before income taxes andminority interests, at 42.7%, was substantially lower than the85.8% of the previous year. The recording of a valuation allowancemeans that the accounts do not include any deferred tax assets onthe loss — brought forward from the previous year — arising fromthe interruption of operations at the U.S. subsidiary; the reductionin the tax rate was the result of a reduction in the loss at the U.S.subsidiary and from deferred tax assets on intragroup transactionsarising from enhancement of the U.S. research and developmentinfrastructure. As a result, net income surged by 229.5%.
Cash FlowsCash flows from operating activities: although income beforeincome taxes and minority interests fell by ¥5,404 million ($40,632thousand), the previous year’s amount had been boosted by thelarge sums contributed by other income, particularly the gain onthe sale of the intravenous solutions business, so that the fundsarising from actual operating activities were greater in the periodunder review. At the same time, the high level of other incomecontributed to the increase of ¥13,108 million ($98,556 thousand)in income taxes. The result was negative cash flows fromoperating activities of ¥6,706 million ($50,421 thousand).
Cash flows from investing activities: outflows including ¥13,062million ($98,211 thousand) in purchases of property, plant, andequipment were offset to some extent by ¥14,314 million($107,624 thousand) in proceeds from the sale of the intravenoussolutions business, allowing the negative balance of cash flowshere to be held to ¥902 million ($6,782 thousand).
Cash flows from financing activities: proceeds of ¥3,609 million($27,135 thousand) from contributions by minority shareholdersin the consolidated subsidiary BIPHA Corporation were offset by
17
Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries
Shareholders’ Equity(¥ in millions)
Return on Equity(%)
Capital Investment(¥ in millions)
R&D Expenses(¥ in millions)
Equity Ratio (%)
151
,833
150
,018
192,
387
5.55
1.81
5.25
19,0
35
19,0
10
34,
313
17,2
02
14,2
43
13,0
26
51
.43
52
.14
54.5
7
’00 ’01 ’02 ’00 ’01 ’02’00 ’01 ’02’00 ’01 ’02
cash dividends and other items to produce negative cash flows of¥626 million ($4,707 thousand).
The increase in cash and cash equivalents from the mergeramounted to ¥4,036 million ($30,346 thousand). However, sincenegative cash flows were recorded in each of operating, investing,and financing activities, cash and cash equivalents at year-end fellby ¥4,212 million ($31,669 thousand) to stand at ¥39,273 million($295,286 thousand).
Business SegmentsPharmaceuticals segment: in the domestic market, the range ofproducts handled by the Company increased in the second half-yeardue to the merger of operations; particularly significant among thenew products was the cerebral neuroprotective drug Radicut releasedlast year. The increase in income from industrial property rights alsocontributed to higher sales income. In the overseas market, as theU.S. subsidiary resumed full operations including shipping effectiveJuly 2001, sales of intravenous gamma globulin and other productsgrew and income from overseas sales increased accordingly.
Combined domestic and overseas pharmaceutical sales totaled¥205,078 million ($1,541,940 thousand), an increase of 32.5%over the ¥154,799 million of the previous year. Benefiting from theincreased sales and the improved cost-of-sales ratio, operatingincome of ¥17,348 million ($130,436 thousand) was recorded,which represents a significant rise of 208.7% over the ¥5,620million recorded in the previous year.
Chemicals segment: the entire chemicals industry was severelyaffected by recession in such related areas as informationtechnology, residential construction, and household electricalappliances. Despite these conditions, vigorously implementedsales and production activities were rewarded by an expansion ofsales of our own products.
Sales for the year reflected an increase in sales of our own products.However, with further profitability-oriented measures to reorganize
areas of low return, the overall sales amount of ¥23,113 million($173,782 thousand) represented a decline of 10.8% from the¥25,897 million of the previous year. Operating income — affectedamong other factors by price reductions due to the worsening marketconditions, increased depreciation expenses due to capitalinvestment, and increased research and development expenses —experienced a decline of 24.0%, from ¥1,858 million in the precedingyear to ¥1,414 million ($10,632 thousand) for the current year.
Geographical Area SegmentsJapan : several factors had a negative effect on sales here,including the sale of the intravenous solutions business andexclusion of the former consolidated subsidiary, InternationalReagents Corporation, from the scope of consolidation. On theother hand, the increased product range for the second half-yearfollowing the operational merger, including the contribution madeby the cerebral neuroprotective drug Radicut released last year,helped sales to grow by 20.6%, from the ¥156,198 million of theprevious year to ¥188,378 million ($1,416,376 thousand) in thecurrent year. Operating income, likewise, grew by 18.4%, from¥21,836 million to ¥25,845 million ($194,324 thousand).
North America: with the U.S. subsidiary resuming full operationseffective July 2001 and the resulting increased sales of intravenousgamma globulin and other products, sales reached ¥36,608 million($275,248 thousand), which represents a 70.5% increase over the¥21,471 million of the previous year. Operating loss was reducedas a result.
Asia: with the favorable performance of Welfide Korea Co., Ltd. —which was consolidated in the previous fiscal year — salesreached ¥3,997 million ($30,053 thousand), a 6.8% rise over theprevious year’s total of ¥3,744 million. Operating income of ¥521million ($3,917 thousand) rose 65.4% over the ¥315 millionrecorded in the previous fiscal year.
See accompanying notes to consolidated financial statements.
18
Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries
March 31, 2002 and 2001
Consolidated Balance Sheets
Thousands of U.S. dollars
(Note 3)Millions of yen
2002 2001 2002AssetsCurrent assets:
Cash and deposits (Note 14 )Securities (Notes 4 and 14 ) Notes and accounts receivable, trade:
Trade notesTrade accountsDue from affiliates
Inventories (Note 5)Deferred income taxes (Note 8)Other current assets (Note 14)Allowance for doubtful receivables
Total current assets
Property, plant and equipment:LandBuildings and structuresMachinery and equipmentConstruction in progress
Accumulated depreciationProperty, plant and equipment, net
Investments and other assets:Investments in securities (Note 4 ) Investments in unconsolidated subsidiaries and affiliates
Long-term prepaid expensesIntangible assetsGuarantee depositsDeferred income taxes (Note 8)Other assets
Total investments and other assetsTotal assets
¥ 43,090530
3,24452,864
1756,125
48,3276,801
18,226(550)
172,549
15,72574,18785,48211,647
187,041(103,355)
83,686
16,742
874364
2,5241,8192,1486,993
31,464¥ 287,699
¥ 35,882500
5,20985,774
2191,004
62,6799,656
18,974(399)
218,296
19,92391,543
111,7245,931
229,121(124,334)104,787
10,043
1,0011,1283,8722,212
11,112113
29,481¥ 352,564
$ 269,7903,759
39,166644,917
158684,241
471,27072,602
142,661(3,000)
1,641,323
149,797688,293840,03044,594
1,722,714(934,842)787,872
75,511
7,5268,481
29,11316,63283,549
850221,662
$ 2,650,857
See accompanying notes to consolidated financial statements.
Thousands of U.S. dollars
(Note 3)Millions of yen
2002 2001 2002
19
Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries
Liabilities and shareholders’ equityCurrent liabilities:
Short-term bank loans (Note 6)Current portion of long-term debt (Note 6)Notes and accounts payable, trade:
Trade notesTrade accounts
Accounts payable, otherIncome taxes payable (Note 8)Other current liabilities
Total current liabilities
Long-term liabilities:Long-term debt (Note 6)Accrued retirement benefits for employees (Note 10)Accrued retirement benefits for
directors and corporate auditorsDeferred income taxes (Note 8)Other long-term liabilities
Total long-term liabilities
Minority interests
Shareholders’ equity (Notes 7 and 13):Common stock
Authorized – 1,000,000,000 shares;Issued – 458,434,883 shares in 2002
– 274,834,883 shares in 2001Additional paid-in capitalRetained earnings (Note 17)Net unrealized holding gain on securities Translation adjustmentsTreasury common stock, at cost –
438,829 shares in 2002 and 10,298 shares in 2001Total shareholders’ equity
Total liabilities and shareholders’ equity
¥ 32,8405,817
1,96119,91721,878
11,94215,78016,701
104,958
16,4568,732
71937
2,05828,002
4,721
21,381
47,14582,9971,990
(3,485)
(10)150,018
¥ 287,699
¥ 52,6876,241
1,39120,05021,441
21,9937,819
17,918128,099
13,1498,650
57634
1,62524,034
8,044
30,561
70,96591,299
15234
(624)192,387
¥ 352,564
$ 396,14346,925
10,459150,752161,211
165,36058,789
134,722963,150
98,86565,037
4,331256
12,218180,707
60,481
229,782
533,571686,459
1,143256
(4,692)1,446,519
$ 2,650,857
See accompanying notes to consolidated financial statements.
20
Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries
Net sales (Note 15)Cost of sales
Gross profit
Selling, general and administrative expenses (Note 11)Operating income (Note 15)
Other income (expenses):Interest and dividend incomeInterest expenseEquity in earnings of unconsolidated subsidiaries
and affiliates(Loss) Gain on foreign exchangeGain on sales of investments in securitiesLoss on revaluation of investments in securitiesInsurance reimbursementAmortization of retirement benefit obligation
at transitionSpecial expenses related to mergerSpecial retirement allowancesGain on sale of intravenous solutions businessReversal of retirement allowancesGain on marketable securities contributed to
employees’ retirement benefit trustLoss arising from interruption of operations at
U.S. subsidiary Other, net
Income before income taxes and minority interests
Income taxes (Note 8)CurrentDeferred
Income before minority interests
Minority interests in (loss) income of consolidatedsubsidiaries
Net income (Note 13)
Consolidated Statements of Income
Years ended March 31, 2002 and 2001
Thousands of U.S. dollars
(Note 3)Millions of yen
2002 2001 2002
¥ 181,41398,05383,360
75,4397,921
568(2,979)
202,7743,569
(32)3,672
(12,518)——
13,5752,972
10,930
(8,199)(1,637)12,715
20,636
20,852(3,138)2,922
194¥ 2,728
¥ 228,983105,272123,711
103,74619,965
244(1,948)
40(547)173
(1,767)—
(938)(1,517)(1,660)
—2,068
1,071
—48
(4,733)
15,232
11,964(5,460)8,728
(260)¥ 8,988
$ 1,721,677791,519930,158
780,045150,113
1,835(14,647)
300(4,113)1,301
(13,286)—
(7,053)(11,406)(12,481)
—15,549
8,053
—361
(35,587)
114,526
89,955(41,053)65,624
(1,955)$ 67,579
See accompanying notes to consolidated financial statements.
Thousands of U.S. dollars
(Note 3)Millions of yen
2002 2001 2002
21
Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries
Common stockBalance at beginning of yearAdd:
Increase resulting from mergerBalance at end of year
Additional paid-in capitalBalance at beginning of yearAdd:
Increase resulting from mergerBalance at end of year
Retained earningsBalance at beginning of yearAdd:
Increase resulting from mergerIncrease resulting from exclusion of
a consolidated subsidiaryIncrease resulting from exclusion of an
affiliate accounted for by the equity methodNet income
Deduct:Cash dividends paidBonuses to directors and corporate auditorsDecrease resulting from exclusion of
consolidated subsidiariesDecrease resulting from exclusion of subsidiaries and
an affiliate accounted for by the equity methodBalance at end of year
Net unrealized holding gain on securities Balance at beginning of yearNet change during yearBalance at end of year
Translation adjustmentBalance at beginning of yearNet change during yearBalance at end of year
Treasury common stock, at cost
Total shareholders’ equity
Consolidated Statements of Shareholders’ Equity
Years ended March 31, 2002 and 2001
¥ 21,381
—¥ 21,381
¥ 47,145
—¥ 47,145
¥ 83,326
—
49
—2,728
3,02378
—
5¥ 82,997
¥ —1,990
¥ 1,990
¥ —(3,485)
¥ (3,485)
(10)
¥ 150,018
¥ 21,381
9,180¥ 30,561
¥ 47,145
23,820¥ 70,965
¥ 82,997
2,187
—
158,988
2,74867
55
18¥ 91,299
¥ 1,990(1,838)
¥ 152
¥ (3,485)3,519
¥ 34
(624)
¥ 192,387
$ 160,759
69,023$ 229,782
$ 354,473
179,098$ 533,571
$ 624,038
16,444
—
11367,579
20,662504
414
135$ 686,459
$ 14,963(13,820)
$ 1,143
$ (26,203)26,459
$ 256
(4,692)
$ 1,446,519
See accompanying notes to consolidated financial statements.
22
Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries
Years ended March 31, 2002 and 2001
Cash flows from operating activitiesIncome before income taxes and minority interestsAdjustments to reconcile income before income taxes and minority
interests to net cash (used in) provided by operating activities:Depreciation and amortization(Decrease) Increase in retirement allowancesInterest and dividend incomeInterest expenseEquity in (earnings) losses of unconsolidated subsidiaries and affiliatesGain on sales of investments in securitiesLoss on disposal of property, plant and equipmentLoss (Gain) on foreign exchangeGain on sale of investment in a subsidiaryGain on sale of intravenous solutions businessChanges in operating assets and liabilities:
Notes and trade accounts receivableInventoriesNotes and trade accounts payableConsumption tax payable
Other, net Subtotal
Interest and dividends received Interest paid Income taxes paid
Net cash (used in) provided by operating activities
Cash flows from investing activitiesIncrease in time depositsPurchases of property, plant and equipmentPurchase of investment in a subsidiaryProceeds from sales of property, plant and equipmentProceeds from sale of intravenous solutions businessProceeds from sales of investments in securitiesOther, net
Net cash (used in) provided by investing activities
Cash flows from financing activitiesIncrease (Decrease) in short-term bank loans, netContribution from minority interestRepayment of long-term debtCash dividends paidCash dividends paid to minority interestsOther, net
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalentsDecrease in cash and cash equivalentsCash and cash equivalents at beginning of yearIncrease in cash and cash equivalents from mergerIncrease in cash and cash equivalents resulting from
initial inclusion of a subsidiaryDecrease in cash and cash equivalents resulting from
exclusion of consolidated subsidiariesCash and cash equivalents at end of year (Note 14)
Consolidated Statements of Cash Flows
Millions of yen
2002 2001 2002
Thousands of U.S. dollars
(Note 3)
¥ 20,636
10,5121,679(568)
2,97960
(2,846)362
(2,517)(722)
(13,575)
1,064(2,166)2,0762,702
(4,657)15,019
557(2,738)
(11,262)1,576
(281)(13,990)(4,132)4,878
—20,365
266,866
(9,543)—
(4,128)(3,017)
(99)(294)
(17,081)
444(8,195)49,377
—
2,303
—¥ 43,485
¥ 15,232
12,850(2,584)
(244)1,948
(22)(173)524577
——
(767)(878)
(4,973)(2,729)
78819,549
236(2,121)
(24,370)(6,706)
(5,003)(13,062)
—2,981
14,3141,711
(1,843)(902)
5,0103,609
(4,645)(2,744)
(31)(1,825)
(626)
22(8,212)43,4854,036
—
(36)¥ 39,273
$ 114,526
96,617(19,429)
(1,835)14,647
(165)(1,301)3,9404,338
——
(5,767)(6,601)
(37,391)(20,519)
5,925146,985
1,774(15,947)
(183,233)(50,421)
(37,617)(98,211)
—22,414
107,62412,865
(13,857)(6,782)
37,66927,135
(34,925)(20,631)
(233)(13,722)
(4,707)
166(61,744)326,95530,346
—
(271)$ 295,286
23
1. Basis of PreparationMitsubishi Pharma Corporation (hereinafter the “Company”)and its consolidated subsidiaries maintain their accountingrecords and prepare their financial statements in accordancewith the provisions set forth in the Commercial Code ofJapan and the Securities and Exchange Law of Japan, andin conformity with accounting principles and practicesgenerally accepted in Japan. The accompanyingconsolidated financial statements have been prepared inaccordance with accounting principles and practicesgenerally accepted in Japan, which may differ in certainmaterial respects from accounting principles and practicesgenerally accepted in countries and jurisdictions other thanJapan, and are compiled from the consolidated financialstatements filed with the Director of the Kanto Local FinanceBureau as required by the Securities and Exchange Law.
In preparing the accompanying consolidated financialstatements, certain reclassifications and rearrangementshave been made to the consolidated financial statementsissued domestically in order to present them in a form that ismore familiar to readers outside Japan.
In addition, certain reclassifications of previously statedamounts have been made to conform the consolidatedfinancial statements for the year ended March 31, 2001 tothe 2002 presentation. Such reclassifications had no effecton consolidated net income or shareholders’ equity.
2. Summary of Significant Accounting Policies(a) Basis of consolidation and accounting for investments in
unconsolidated subsidiaries and affiliatesThe accompanying consolidated financial statementsinclude the accounts of the Company and its significantsubsidiaries. All significant intercompany balances andtransactions have been eliminated in consolidation. Inthe initial consolidation and application of the equitymethod, the Company’s share in the net assets ofsubsidiaries and affiliates was stated at fair value. Allaccounts herein have been presented on the basis offiscal years ended March 31 for the Company and itsdomestic consolidated subsidiaries, and December 31for its foreign consolidated subsidiaries. Adjustmentshave been made for any significant intercompanytransactions which took place during the period betweenthe fiscal year-end of the foreign subsidiaries and that ofthe Company.
Differences between the cost and the fair value of theunderlying net equity in subsidiaries and affiliates whichare consolidated or accounted for by the equity methodare amortized on a straight-line basis over a period oftwenty years.
The consolidated financial statements include theaccounts of the Company and its 22 and 24 significantconsolidated subsidiaries for the years ended March 31,2002 and 2001, respectively. Investments in
unconsolidated subsidiaries and affiliates are accountedfor by the equity method. In general, companies ownedover 50% are treated as subsidiaries and those owned20% or more, but not exceeding 50%, are consideredaffiliates. However, certain companies owned atpercentages below those stated above, but over whichthe Company exercises significant influence in terms offinancial and operational policy, have been included inconsolidation.
(b) Foreign currency translation Revenue and expense items arising from transactionsdenominated in foreign currencies are generallytranslated into yen at the rates in effect at the respectivetransaction dates. Gain or loss on foreign exchange iscredited or charged to income in the period in whichsuch gain or loss is recognized for financial reportingpurposes.
The financial statements of the foreign subsidiaries andaffiliates are translated into yen at the rates of exchangein effect at the balance sheet date except for thecomponents of shareholders’ equity which are translatedat their historical exchange rates. Translation adjustmentsresulting from translating foreign currency financialstatements are not included in the determination of netincome and are reported as translation adjustments in aseparate component of shareholders’ equity and minorityinterests in the consolidated balance sheets.
Effective April 1, 2000, the Company and its domesticsubsidiaries adopted the revised “Accounting Standardfor Foreign Currency Translation” issued by theBusiness Accounting Deliberation Council (BADC) ofJapan. Under this method, all monetary assets andliabilities denominated in foreign currencies have beentranslated into yen at the rates of exchange in effect atthe balance sheet date and gain or loss on eachtranslation has been credited or charged to income.
(c) Securities and investments in securities Effective April 1, 2000, the Company and its domesticconsolidated subsidiaries adopted the “AccountingStandard for Financial Instruments” issued by theBADC. In accordance with this standard, securities areclassified into three categories: trading securities, held-to-maturity debt securities and other securities. Underthis standard, trade securities, consisting of debt andmarketable equity securities, are stated at fair value.Gain and loss, both realized and unrealized, are creditedor charged to income. Held-to-maturity debt securitiesare stated at their amortized cost. Marketable securitiesclassified as other securities are carried at fair value withany changes in unrealized holding gain or loss, net of theapplicable income taxes, reported as a separatecomponent of shareholders’ equity. Non-marketablesecurities classified as other securities are carried at costdetermined by the moving-average method.
Notes to Consolidated Financial StatementsMitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries
24
Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries
(d) InventoriesInventories of the Company and its domesticconsolidated subsidiaries are stated at cost determinedprincipally by the weighted-average method, and thoseof the foreign consolidated subsidiaries primarily at thelower of cost or market, cost being determined by thefirst-in, first-out method.
(e) Depreciation and amortizationProperty, plant and equipment is stated at cost. For theCompany and its domestic subsidiaries, depreciation iscomputed at rates based on the estimated useful lives ofthe respective assets by the declining-balance method,except for buildings to which the straight-line method isapplied.The principal estimated useful lives are as follows:
Buildings and structures.........10 to 50 yearsMachinery and equipment...... 5 to 8 years
For the foreign subsidiaries, assets are depreciated atrates based on the estimated useful lives of therespective assets by the straight-line method. Depreciation expense includes the amortization ofassets held under finance leases. Intangible assets areamortized by the straight-line method over theirestimated useful lives.
(f) Cash and cash equivalentsCash and cash equivalents include cash on hand and inbanks and other highly liquid investments with maturitiesof three months or less.
(g) LeasesFinance leases other than those under which theownership of the leased property is transferred to thelessee are accounted for in the same way as operatingleases. Finance leases of the foreign consolidatedsubsidiaries are capitalized.
(h) Income taxesThe Company and its consolidated subsidiariescalculate income taxes based on taxable income andcharge them to income on an accrual basis.
Deferred income taxes arising from temporarydifferences in the recognition of assets and liabilities fortax and financial reporting purposes are reflected in theconsolidated financial statements.
A valuation allowance is provided, when necessary, toreduce deferred income tax assets to the amountexpected to be realized.
(i) Retirement benefitsThe employees’ retirement pension plan provides forlump-sum payments determined with reference toemployees’ basic salary, length of service and theconditions under which termination occurs. Employees ofthe Company are covered both by non-contributory andcontributory trusteed pension plans.
Effective April 1, 2000, the Company and its domesticconsolidated subsidiaries adopted the “AccountingStandard for Retirement Benefits” issued by the BADC.In accordance with this standard, accrued retirementbenefits have been provided based on the projectedbenefit obligation reduced by the pension plan assets atfair value as of the end of the year.
Actuarial gain and loss are amortized in the yearfollowing the year in which the gain or loss is recognized,principally by the straight-line method over 5 years,which is within the estimated average remaining years ofservice of the eligible employees.
The net retirement benefit obligation at transition of¥6,566 million ($49,368 thousand), which the Companytook over from Mitsubishi-Tokyo Pharmaceutical Inc., thetransferor corporation, is being amortized by the straight-line method over 5 years.
The directors and corporate auditors of the Company andof certain consolidated subsidiaries are customarilyentitled, upon retirement, to lump-sum payments underan unfunded retirement allowance plan. Payments relatedto this retirement allowance plan are subject to approvalby the shareholders at a general meeting of shareholders.The provision for retirement allowances for these officershas been made on the basis of the internal rules of theCompany and of these consolidated subsidiaries.
(j) Appropriation of retained earningsUnder the Commercial Code of Japan, the appropriationof retained earnings with respect to a given financialperiod is made by resolution of the shareholders at ageneral meeting held subsequent to the close of suchfinancial period. The accounts for that period do not,therefore, reflect such appropriations. See Note 17.
3. U.S. Dollar AmountsThe amounts for the year ended March 31, 2002 in theaccompanying consolidated financial statements have beentranslated from yen into U.S. dollars solely for theconvenience of the reader and, as a matter of arithmeticcomputation only, at the rate of ¥133 = US$1.00, theapproximate rate of exchange prevailing on March 31, 2002.This translation should not be construed as a representationthat yen have been, could have been, or could in the futurebe, converted into U.S. dollars at the above or any other rate.
25
Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries
4. Securities and Investments in SecuritiesThe following is a summary of securities and investments insecurities at March 31, 2002 and 2001:1) Other securities (market value available)
2) Sales of other securities
3) Other securities (market value not available) at March 31,2002 and 2001:
5. InventoriesInventories at March 31, 2002 and 2001 were as follows:
6. Short-Term Bank Loans and Long-Term DebtInterest rates (at their annual weighted average) on bankloans at March 31, 2002 and 2001 were as follows:
As of March 31, 2002, property, plant and equipment andintangible assets amounting to ¥20,236 million ($152,150thousand) were pledged as collateral for short-term bankloans and long-term debt of ¥740 million ($5,564 thousand)and ¥10,629 million ($79,917 thousand), respectively.
In addition to the above collateral, ¥25,865 million ($194,474thousand) of liabilities consisting of short-term bank loans,long-term debt, accounts payable and other long-termliabilities were collateralized by accounts receivable,inventories, equipment and other intangible assets availableat a U.S. subsidiary, Alpha Therapeutic Corporation, inaccordance with Article 9 of the California UniformCommercial Code.
Long-term debt at March 31, 2002 and 2001 consisted of thefollowing:
The aggregate annual maturities of long-term debtsubsequent to March 31, 2002 are summarized as follows:
Thousands of Millions of yen U.S. dollars
2002 2001 2002
¥ 21,020 ¥ 12,883 $ 158,045
27,135 22,796 204,02214,524 12,648 109,203
¥ 62,679 ¥ 48,327 $ 471,270
Finished goods and merchandise ...Semi-finished goods and
work in process ............................Raw materials and supplies ............Total ................................................
Millions Thousands ofYear ending March 31, of yen U.S. dollars
2003 ............................................. ¥ 6,241 $ 46,9252004 ............................................ 3,742 28,1352005 ............................................ 1,622 12,1962006 ............................................ 1,438 10,8122007 and thereafter ..................... 6,347 47,722
Total ........................................ ¥ 19,390 $ 145,790
2002 2001
Short-term bank loans ............................. 1.79% 4.03%Current portion of long-term debt ............ 3.67% 6.76%Long-term debt ........................................ 2.50% 2.65%
Millions of yen
2002Acquisition Carrying Unrealized
cost amount* gain (loss)
¥ 3,076 ¥ 4,235 ¥ 1,159
5,334 4,437 (897)
Millions of yen
2001Acquisition Carrying Unrealized
cost amount* gain (loss)
¥ 6,883 ¥ 11,887 ¥ 5,004
5,836 4,412 (1,424)
Thousands of U.S. dollars
2002Acquisition Carrying Unrealized
cost amount* gain (loss)
$ 23,128 $ 31,842 $ 8,714
40,105 33,361 (6,744)
*estimated fair value
Securities with fair value which exceeds acquisition cost ...................
Securities with fair value which does not exceed acquisition cost ......
Securities with fair value which exceeds acquisition cost ...................
Securities with fair value which does not exceed acquisition cost .......
Securities with fair value which exceeds acquisition cost .......................
Securities with fair value which does not exceed acquisition cost .......
Carrying amountThousands of
Millions of yen U.S. dollars2002 2001 2002
¥ 1,305 ¥ 441 $ 9,812— 500 —
Equity securities ...............................Commercial paper ............................
Thousands ofMillions of yen U.S. dollars
2002 2001 2002
¥ 1,700 ¥ 3,600 $ 12,782173 2,849 1,301
Proceeds.............................................Gain on sales ......................................
Thousands of Millions of yen U.S. dollars
March 31 March 31 March 312002 2001 2002
¥ 17,550 ¥ 17,526 $ 131,955260 1,000 1,955
1,580 3,747 11,88019,390 22,273 145,790
6,241 5,817 46,925¥ 13,149 ¥ 16,456 $ 98,865
Loans from banks ...........................Loans from insurance companies ......Loans from others ...........................
Less portion due within one year ....Total long-term debt .................
7. Shareholders’ EquityOn October 1, 2001, an amendment (the “Amendment”) tothe Commercial Code of Japan (the “Code”) becameeffective. The Amendment eliminates the stated par value ofthe Company’s outstanding shares, which resulted in alloutstanding shares having no par value as of October 1,2001. The Amendment also provides that all share issuancesafter September 30, 2001 will be of shares with no par value.Prior to the date on which the Amendment took effect, theCompany’s shares had a par value of ¥50.
The Code provides that an amount equal to at least 10% ofthe amount to be disbursed as distribution of earnings beappropriated to the legal reserve until the sum of the legalreserve and additional paid-in capital equals 25% of thecommon stock account. The Code also stipulates that, to theextent that the sum of the additional paid-in capital accountand the legal reserve exceeds 25% of the common stockaccount, the amount of any such excess is available forappropriation by resolution of the shareholders.
Retained earnings include the legal reserve provided inaccordance with the provisions of the Code. The legalreserve of the Company included in retained earnings atMarch 31, 2002 and 2001 amounted to ¥5,561 million($41,812 thousand) and ¥5,345 million, respectively.
8. Income TaxesThe Company and its domestic subsidiaries are subject to anumber of taxes based on income which, in the aggregate,resulted in a statutory tax rate of approximately 42% for theyears ended March 31, 2002 and 2001. Foreign subsidiariesare subject to the income taxes of the countries in whichthey operate. The Company has provided for Japanesedeferred income taxes on the undistributed income of foreignsubsidiaries and affiliates for the year ended March 31, 2002as it is anticipated that such earnings will be returned asdividends in the future.
The effective tax rates reflected in the consolidatedstatements of income for the years ended March 31, 2002and 2001 differ from the above statutory tax rate for thefollowing reasons:
Deferred income taxes reflect the net tax effect of thetemporary differences between the carrying amounts ofassets and liabilities for financial reporting purposes and thecorresponding amounts for income tax purposes. Thesignificant components of deferred tax assets and liabilitiesof the Company and its consdidated subsidiaries at March31, 2002 and 2001 are summarized as follows:
9. LeasesThe following pro forma amounts present the acquisitioncosts, accumulated depreciation and net book value ofproperty leased to the Company and its domesticconsolidated subsidiaries as of March 31, 2002 and 2001which would have been reflected in the balance sheets iffinance leases other than those which transfer the ownershipof the leased property to the Company and its domesticconsolidated subsidiaries (which are currently accounted foras operating leases) were capitalized:
26
Thousands ofMillions of yen U.S. dollars
2002 2001 2002Deferred tax assets:
Retirement allowances ................. ¥ 5,097 ¥ 2,345 $ 38,323Allowance for litigation.................. 700 748 5,263Allowance for bonuses ................. 2,121 1,269 15,947Unrealized intercompany profit..... 561 710 4,218Accrued business tax ................... 743 1,500 5,586Depreciation expense................... 993 584 7,466Loss on revaluation of
investments in securities ........... 377 660 2,835Net operating loss carry-forwards ... 9,903 5,010 74,459Amortization expense................... 4,311 — 32,414Research and development
costs .......................................... 3,134 — 23,564Other ............................................ 8,878 4,096 66,752
Gross deferred tax assets ................ 36,818 16,922 276,827Valuation allowance ..................... (12,728) (5,010) (95,699)
Total deferred tax assets .................. ¥ 24,090 ¥ 11,912 $ 181,128
Deferred tax liabilities:Reserve for advanced
depreciation deduction .............. ¥ (554) ¥ (433) $ (4,165)Reserve for accelerated
depreciation............................... (331) (248) (2,489)Revaluation gain on
investments in securities ........... (487) (2,102) (3,662)Other ............................................ (1,984) (216) (14,917)
Total deferred tax liabilities .............. (3,356) (2,999) (25,233)Net deferred tax assets..................... ¥ 20,734 ¥ 8,913 $ 155,895
Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries
2002 2001Statutory tax rate ........................................... 42.0% 42.0%
Expenses not deductible from taxable income...................................... 8.0 4.7
Income not added to taxable income ........ (3.7) (9.5)Elimination of dividends
upon consolidation ............................... 3.4 5.4Net loss of consolidated subsidiaries ....... — 43.8Tax credits primarily for research and
development costs ................................ (5.6) —Other.......................................................... (1.4) (0.6)
Effective tax rate ............................................ 42.7% 85.8%
Millions of yen2002
Acquisition Accumulated Net bookcost depreciation value
¥ 230 ¥ 117 ¥ 1132,763 1,425 1,3381,303 821 482
¥ 4,296 ¥ 2,363 ¥ 1,933
Category of property:Machinery ...................................Tools and equipment ..................Other............................................
Total................................................
Millions of yen2001
Acquisition Accumulated Net bookcost depreciation value
¥ 303 ¥ 194 ¥ 1092,796 1,693 1,1031,269 609 660
¥ 4,368 ¥ 2,496 ¥ 1,872
Category of property:Machinery ...................................Tools and equipment ..................Other............................................
Total................................................
Lease payments of the Company and its domesticconsolidated subsidiaries relating to finance leasetransactions amounted to ¥870 million ($6,541 thousand)and ¥892 million for the years ended March 31, 2002 and2001, respectively.
Depreciation expense on the leased assets calculated by thestraight-line method would have amounted to ¥870 million($6,541 thousand) and ¥892 million for the years endedMarch 31, 2002 and 2001, respectively, if they had beenreflected in the balance sheets.
Future minimum payments (including the interest portionthereon) subsequent to March 31, 2002 under financeleases other than those which transfer the ownership of theleased property to the Company and its domesticconsolidated subsidiaries are summarized as follows:
Future minimum payments subsequent to March 31, 2002under operating leases are summarized as follows:
10. Retirement BenefitsThe following table sets forth the funded and accrued status ofthe plans, and the amounts recognized in the consolidatedbalance sheets as of March 31, 2002 and 2001 for the
Company’s and the consolidated subsidiaries’ defined benefitplans:
Of the above, the following amounts have been carried overfrom Mitsubishi-Tokyo Pharmaceuticals, Inc. as a result ofthe merger effected on October 1, 2001.
The components of retirement benefit expense for the yearsended March 31, 2002 and 2001 are outlined as follows:
The assumptions used in accounting for the defined benefitplans for the years ended March 31, 2002 and 2001 are asfollows:
27
Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries
Thousands of U.S. dollars2002
Acquisition Accumulated Net bookcost depreciation value
$ 1,730 $ 880 $ 85020,774 10,714 10,0609,797 6,173 3,624
$ 32,301 $ 17,767 $ 14,534
Category of property:Machinery ...................................Tools and equipment ..................Other............................................
Total................................................
Millions Thousands ofYear ending March 31, of yen U.S. dollars
2003 ............................................. ¥ 811 $ 6,0982004 and thereafter ...................... 1,122 8,436
¥ 1,933 $ 14,534
Millions Thousands ofYear ending March 31, of yen U.S. dollars
2003 ............................................ ¥ 490 $ 3,6842004 and thereafter ..................... 575 4,323
¥ 1,065 $ 8,007
Thousands of Millions of yen U.S. dollars
2002 2001 2002
¥ (119,578) ¥ (78,339) $ (899,083)76,689 60,409 576,609
(42,889) (17,930) (322,474)
5,634 13 42,36128,739 9,256 216,083
(134) (71) (1,007)¥ (8,650) ¥ (8,732) $ (65,037)
Retirement benefit obligations at end of year......................................
Fair value of plan assets at end of year .....Unfunded retirement benefit obligation ....Unrecognized net retirement benefit
obligation at transition.........................Unrecognized actuarial loss.................Unrecognized prior service cost .........Accrued retirement benefits ...............
Thousands of Millions of yen U.S. dollars
2002 2001 2002
¥ 3,698 ¥ 2,862 $ 27,8043,386 2,803 25,459
(2,152) (2,044) (16,180)
946 12,525 7,1132,244 (28) 16,872
(2,078) (2,981) (15,624)¥ 6,044 ¥ 13,137 $ (45,444)
Service cost ......................................Interest cost .......................................Expected return on plan assets ..........Amortization:
Net retirement benefit obligation at transition ................................
Actuarial loss (gain) .......................Prior service cost ..........................
Retirement benefit expense..............
2002 2001
Discount rates............................ Principally 3.0% Principally 3.5%Expected rate of return
on plan assets ....................... Principally 3.5% Principally 3.5%
Millions Thousands of of yen U.S. dollars
¥ (32,788) $ (246,526)
19,378 145,699
(13,410) (100,827)
5,628 42,3165,449 40,970
¥ (2,333) $ (17,541)
Retirement benefit obligation at end of year .....................................
Fair value of plan assets at end of year .....................................
Unfunded retirement benefitobligation .......................................
Unrecognized net retirement benefit obligation at transition ........
Unrecognized actuarial loss..............Accrued retirement benefits..............
11. Research and Development CostsResearch and development costs included in selling, generaland administrative expenses for the years ended March 31,2002 and 2001 amounted to ¥34,313 million ($257,992thousand), and ¥19,010 million, respectively.
12. DerivativesDerivative financial instruments are stated at fair value andutilized by the Company and its consolidated subsidiaries toreduce the risks inherent in potential interest and foreignexchange rate fluctuations. The Company and itsconsolidated subsidiaries do not hold or issue derivatives forspeculative trading purposes.
At March 31, 2002 and 2001, interest-rate options andswaps were as follows:
13. Amounts per ShareAmounts per share of net income and shareholders’ equity arebased on the weighted-average number of shares of commonstock outstanding during each year and the number of sharesof common stock outstanding at the year-end, respectively, inaccordance with the Securities and Exchange Law.
Cash dividends per share represent the cash dividendsproposed by the Board of Directors as applicable to therespective years together with the interim cash dividends paid.
14. Supplementary Cash Flow Information1) Cash and cash equivalents
In the presentation of the consolidated statements of cashflows, the following items from the consolidated balancesheets at March 31, 2002 and 2001 have been includedunder cash and cash equivalents:
2) Significant non-cash transactionsSee Note 16 which summarizes the assets and liabilitieswhich the Company acquired from Mitsubishi-TokyoPharmaceuticals, Inc. as of the merger date.
28
Thousands of U.S. dollars2002
Forward exchange contracts:Foreign currency, purchase ............... $ 7,015 $ (8)
Interest-rate options:Purchase (CAP) ................................. — —
Interest-rate swaps:Variable-rate into fixed-rate obligations.... 16,797 (406)
Notionalamounts
Unrealized gain (loss)
Yen U.S. dollars
2002 2001 2002
¥ 24.54 ¥ 9.93 $ 0.18¥ 420.06 ¥ 545.87 $ 3.16¥ 10.00 ¥ 11.00 $ 0.08
Net income ......................................Shareholders’ equity .......................Cash dividends applicable to the year .....
Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries
Millions of yen2002
Forward exchange contracts:Foreign currency, purchase ............... ¥ 933 ¥ (1)
Interest-rate options:Purchase (CAP) ................................. — —
Interest-rate swaps:Variable-rate into fixed-rate obligations.... 2,234 (54)
Millions of yen2001
Forward exchange contracts:Foreign currency, purchase ............... ¥ — ¥ —
Interest-rate options:Purchase (CAP) ................................. 3,000 0
Interest-rate swaps:Variable-rate into fixed-rate obligations.... 2,098 (41)
Notionalamounts
Notionalamounts
Unrealized gain (loss)
Unrealized gain (loss)
Thousands of Millions of yen U.S. dollars
2002 2001 2002
¥ 35,882 ¥ 43,090 $ 269,790500 530 3,759
8,000 — 60,15044,382 43,620 333,699
(5,109) (135) (38,413)
¥ 39,273 ¥ 43,485 $ 295,286
Cash and deposits ............................Securities ..........................................Cash equivalents in other
current assets ................................Subtotal ....................................
Time deposits with original maturities of more than 3 months.....................
Cash and cash equivalents at end of year .....................................
29
15. Segment InformationThe following tables present the consolidated segment information classified according to business sector and geographicalarea.
1) Business segments
I. Sales and operating income/expensesSales to third parties ....................Intersegment sales and transfers.......Total sales....................................Operating expenses.....................Operating income.........................
II. Assets, depreciation/amortization and capital expendituresTotal assets..................................Depreciation and amortization ........Capital expenditures ....................
¥ 205,078 ¥ 23,113 ¥ 792 ¥ 228,983 ¥ — ¥ 228,98379 2,588 2,561 5,228 (5,228) —
205,157 25,701 3,353 234,211 (5,228) 228,983187,809 24,287 2,834 214,930 (5,912) 209,018
¥ 17,348 ¥ 1,414 ¥ 519 ¥ 19,281 ¥ 684 ¥ 19,965
¥ 292,225 ¥ 25,307 ¥ 7,827 ¥ 325,359 ¥ 27,205 ¥ 352,56411,123 1,645 166 12,934 (84) 12,85010,936 2,085 30 13,051 (25) 13,026
ChemicalsPharma-ceuticals Other Total
Eliminations and general
corporate assetsConsolidated
Year ended March 31, 2002
Millions of yen
Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries
I. Sales and operating income/expensesSales to third parties ....................Intersegment sales and transfers.......Total sales....................................Operating expenses.....................Operating income.........................
II. Assets, depreciation/amortizationand capital expendituresTotal assets..................................Depreciation and amortization ........Capital expenditures ....................
¥ 154,799 ¥ 25,897 ¥ 717 ¥ 181,413 ¥ — ¥ 181,41364 2,446 3,775 6,285 (6,285) —
154,863 28,343 4,492 187,698 (6,285) 181,413149,243 26,485 4,028 179,756 (6,264) 173,492
¥ 5,620 ¥ 1,858 ¥ 464 ¥ 7,942 ¥ (21) ¥ 7,921
¥ 206,373 ¥ 25,859 ¥ 8,063 ¥ 240,295 ¥ 47,404 ¥ 287,6998,942 1,463 189 10,594 (82) 10,512
12,636 1,613 48 14,297 (54) 14,243
ChemicalsPharma-ceuticals Other Total
Eliminations and general
corporate assetsConsolidated
Year ended March 31, 2001
Millions of yen
30
2) Geographic area segments
I. Sales and operating income/expensesSales to third parties ....................Intersegment sales and transfers.......Total sales....................................Operating expenses.....................Operating income (loss) ...............
II. Assets ............................................
¥ 188,378 ¥ 36,608 ¥ 3,997 ¥ 228,983 ¥ — ¥ 228,983751 3,272 65 4,088 (4,088) —
189,129 39,880 4,062 233,071 (4,088) 228,983163,284 49,052 3,541 215,877 (6,859) 209,018
¥ 25,845 ¥ (9,172) ¥ 521 ¥ 17,194 ¥ 2,771 ¥ 19,965
¥ 263,302 ¥ 54,431 ¥ 4,169 ¥ 321,902 ¥ 30,662 ¥ 352,564
North AmericaJapan Asia Total
Eliminations and general
corporate assetsConsolidated
Year ended March 31, 2002
Millions of yen
Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries
I. Sales and operating income/expensesSales to third parties ....................Intersegment sales and transfers.......Total sales....................................Operating expenses.....................Operating income (loss) ...............
II. Assets ............................................
¥ 156,198 ¥ 21,471 ¥ 3,744 ¥ 181,413 ¥ — ¥ 181,413436 1,082 83 1,601 (1,601) —
156,634 22,553 3,827 183,014 (1,601) 181,413134,798 36,662 3,512 174,972 (1,480) 173,492
¥ 21,836 ¥ (14,109) ¥ 315 ¥ 8,042 ¥ (121) ¥ 7,921
¥ 191,375 ¥ 41,624 ¥ 4,000 ¥ 236,999 ¥ 50,700 ¥ 287,699
North AmericaJapan Asia Total
Eliminations and general
corporate assetsConsolidated
Year ended March 31, 2001
Millions of yen
I. Sales and operating income/expensesSales to third parties ....................Intersegment sales and transfers.......Total sales....................................Operating expenses.....................Operating income.........................
II. Assets, depreciation/amortizationand capital expendituresTotal assets..................................Depreciation and amortization ........Capital expenditures ....................
$ 1,541,940 $ 173,782 $ 5,955 $ 1,721,677 $ — $ 1,721,677594 19,459 19,255 39,308 (39,308) —
1,542,534 193,241 25,210 1,760,985 (39,308) 1,721,6771,412,098 182,609 21,308 1,616,015 (44,451) 1,571,564
$ 130,436 $ 10,632 $ 3,902 $ 144,970 $ 5,143 $ 150,113
$ 2,197,180 $ 190,278 $ 58,850 $ 2,446,308 $ 204,549 $ 2,650,85783,632 12,368 1,248 97,248 (631) 96,61782,226 15,677 225 98,128 (188) 97,940
ChemicalsPharma-ceuticals Other Total
Eliminations and general
corporate assetsConsolidated
Year ended March 31, 2002
Thousands of U.S. dollars
31
Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries
I. Sales and operating income/expensesSales to third parties ....................Intersegment sales and transfers.......Total sales....................................Operating expenses.....................Operating income (loss) ...............
II. Assets...............................................
$ 1,416,376 $ 275,248 $ 30,053 $ 1,721,677 $ — $ 1,721,6775,647 24,602 488 30,737 (30,737) —
1,422,023 299,850 30,541 1,752,414 (30,737) 1,721,6771,227,699 368,812 26,624 1,623,135 (51,571) 1,571,564
$ 194,324 $ (68,962) $ 3,917 $ 129,279 $ 20,834 $ 150,113
$ 1,979,714 $ 409,256 $ 31,346 $ 2,420,316 $ 230,541 $ 2,650,857
North AmericaJapan Asia Total
Eliminations and general
corporate assetsConsolidated
Year ended March 31, 2002
Thousands of U.S. dollars
3) Overseas sales
Thousands of Millions of yen U.S. dollars
2002 2001 2002
¥ 23,583 ¥ 13,852 $ 177,3167,609 6,867 57,2119,988 6,998 75,0984,489 1,577 33,751
¥ 45,669 ¥ 29,294 $ 343,376
¥ 228,893 ¥ 181,413 $ 1,721,677
19.9% 16.1% —
North America..................................Asia..................................................Europe .............................................Other ................................................Total overseas sales........................
Consolidated sales ..........................Overseas sales as a percentage
of consolidated sales.....................
32
Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries
16. Merger with Mitsubishi-TokyoPharmaceuticals, Inc.
On October 1, 2001, the Company merged with Mitsubishi-Tokyo Pharmaceuticals, Inc. (“MTP”), with the Company asthe surviving entity. The Company issued 183,600,000 newshares of common stock in exchange for all outstandingshares of common stock of MTP as of the date of themerger, on the basis of the agreed-upon ratio of 600 sharesof the Company’s common stock to each one share ofMTP’s common stock.
The following is a summary of the assets and liabilities whichthe Company took over from MTP as of the date of themerger:
17. Subsequent Events1) The following appropriations of retained earnings of the
Company, which have not been reflected in theaccompanying consolidated financial statements for theyear ended March 31, 2002, were approved at a generalmeeting of the shareholders held on June 27, 2002:
2) Acquisition and divestitureOn June 10, 2002, Yoshitomi Fine Chemicals, Ltd., aconsolidated subsidiary of the Company, entered into anagreement with Mitsubishi Chemical Corporation tointegrate its active pharmaceutical ingredients andpharmaceutical intermediates business and its finechemicals business.
In accordance with the terms of the agreement, YoshitomiFine Chemicals, Ltd. will acquire the active pharmaceuticalingredients and pharmaceutical intermediates businessand a portion of the fine chemicals business of MitsubishiChemical Corporation on October 1, 2002, by means of acorporate split and will issue 4,968 shares of its owncommon stock to Mitsubishi Chemical Corporation. Theassets and liabilities (at their estimated fair value atSeptember 30, 2002) which are expected to be transferredto Yoshitomi Fine Chemicals, Ltd. from these divisionsamount to ¥5,800 million ($43,609 thousand) and ¥2,100million ($15,789 thousand), respectively.
Subsequent to the completion of this business acquisition,Yoshitomi Fine Chemicals, Ltd. will change its name toAPI Corporation.
Millions Thousands ofof yen U.S. dollars
Cash dividends (¥6 = $0.05 per share) ¥ 2,748 $ 20,662Bonuses to directors and corporate auditors ¥ 57 $ 429
Millions Thousands of of yen U.S. dollars
Cash and deposits........................................... ¥ 1,036 $ 7,789Notes and accounts receivable, trade ............. 33,240 249,925Inventories....................................................... 10,185 76,579Deferred income taxes .................................... 3,016 22,676Other current assets........................................ 5,430 40,827Allowance for doubtful receivables.................. (74) (556)
Total current assets .................................... 52,833 397,240
Property, plant and equipment ........................ 19,543 146,940Investments and other assets ......................... 5,570 41,880
Total assets................................................. ¥ 77,946 $ 586,060
Short-term bank loans ..................................... ¥ 12,700 $ 95,489Current portion of long-term debt .................... 290 2,180Notes and accounts payable, trade................. 4,165 31,316Accounts payable, other.................................. 14,323 107,692Other current liabilities..................................... 7,276 54,706
Total current liabilities ................................. 38,754 291,383
Long-term debt ................................................ 815 6,128Accrued retirement benefits for employees..... 3,127 23,511Other long-term liabilities................................. 100 752
Total liabilities ............................................. ¥ 42,796 $ 321,774
33
Mitsubishi Pharma Corporation (formerly Welfide Corporation) and Consolidated Subsidiaries
Report of Independent Certified Public Accountants
The Board of DirectorsMitsubishi Pharma Corporation
We have audited the consolidated balance sheets of Mitsubishi Pharma Corporation (formerly WelfideCorporation) and consolidated subsidiaries as of March 31, 2002 and 2001, and the related consolidatedstatements of income, shareholders’ equity and cash flows for the years then ended, all expressed in yen. Ouraudits were made in accordance with auditing standards, procedures and practices generally accepted andapplied in Japan and, accordingly, included such tests of the accounting records and such other auditingprocedures as we considered necessary in the circumstances.
In our opinion, the accompanying consolidated financial statements, expressed in yen, present fairly theconsolidated financial position of Mitsubishi Pharma Corporation and consolidated subsidiaries at March 31,2002 and 2001, and the consolidated results of their operations and their cash flows for the years then ended inconformity with accounting principles and practices generally accepted in Japan applied on a consistent basis.
As described in Note 2, Mitsubishi Pharma Corporation and consolidated subsidiaries adopted new accountingstandards for foreign currency translation, financial instruments and retirement benefits effective the year endedMarch 31, 2001 in the preparation of their consolidated financial statements.
The U.S. dollar amounts in the accompanying consolidated financial statements with respect to the year endedMarch 31, 2002 are presented solely for convenience. Our audit also included the translation of yen amountsinto U.S. dollar amounts and, in our opinion, such translation has been made on the basis described in Note 3.
Osaka, JapanJune 27, 2002
See Note 1 which explains the basis of preparation of the consolidated financial statements of Mitsubishi PharmaCorporation under Japanese accounting principles and practices.
34
Overview
Company Name: Mitsubishi Pharma Corporation
Date of Establishment: October 1, 2001
Headquarters: 2-6-9, Hiranomachi, Chuo-ku Osaka 541-0046, Japan
Tokyo Headquarters: 2-2-6, Nihonbashi-Honcho, Chuo-ku Tokyo 103-8405, Japan
Primary Business Activities: The manufacture, sales and marketing, and import and export of pharmaceuticals
President & CEO: Teruo Kobori
Paid-in Capital: ¥30,560 million
Shares of Common Stock Issued: 458,434,883
Listings on Stock Exchange: Tokyo, Osaka, Fukuoka
Japanese Stock Exchange Trade Code: 4509
Principal Shareholders: Mitsubishi Chemical CorporationTakeda Chemical Industries, Ltd.(as of March 31, 2002)
Number of Employees: 5,339 [within Group: 9,020] (as of March 31, 2002)
Fiscal Year-end: March 31
Board of Directors
President and CEO: Teruo Kobori*
Senior Managing Director: Takeshi Komine**Representative Director
Managing Directors: Yoshihiko KawaseHisashi Ishikawa
Executive Adviser: Shinichiro Handa
Board Director: Kunihiko Shimojuku
Standing Corporate Auditors: Mitsuo AokiHiroki MatsuiKazumichi Irie
Corporate Auditors: Toshihiko Murate Shoutaro Yoshimura
(as of June 27, 2002)
Corporate Data
35
Domestic Network
Headquarters 2-6-9, Hiranomachi, Chuo-ku Osaka 541-0046, JapanTel: +81-6-6201-1600
Annex2-5-6, Awajimachi, Chuo-kuOsaka 541-0047, JapanTel: +81-6-6201-1600
Tokyo Headquarters2-2-6, Nihonbashi-Honcho, Chuo-kuTokyo 103-8405, JapanTel: +81-3-3241-7905
Main Branches Hokkaido, Tohoku, Joshinetsu, Saitama,Chiba, Tokyo, Yokohama, Nagoya, Kyoto,Osaka, Kobe, Chugoku, Shikoku, Kyushu
Plants Iwaki, Ashikaga, Kashima, Umeda,Yodogawa, Osadano, Yoshitomi
Research CentersKazusa 1-1- 1, Kazusa-Kamatari, KisarazuChiba 292-0818, JapanTel: +81-438-52-3511
Yokohama1000, Kamoshida-cho, Aoba-kuYokohama 227-0033, JapanTel: +81-45-963-3300
Tokyo3-7-25, Koyata, IrumaSaitama 358-0026, JapanTel: +81-42-963-3300
Osaka 2-25-1, Shodai-Ohtani, HirakataOsaka 573-1153, JapanTel: +81-72-850-0100
Fukusaki214-1, Yamasaki, Fukusaki-cho Kanzaki-gun, Hyogo 679-2296, JapanTel: +81-790-22-5700
Pharmaceutical Development CentersKashima14, Sunayama, Hasaki-machi Kashima-gun, Ibaraki 314-0255, JapanTel: +81-479-46-6112
Yoshitomi955, Oaza-Koiwai Yoshitomi-cho, Chikujo-gunFukuoka 871-0801, JapanTel: +81-979-23-8950
Pharmaceuticals and Chemicals Affiliates API Corporation2-4-9, Hiranomachi, Chuo-kuOsaka 541-0046, JapanTeI: +81-6-6201-1900
Yoshitomiyakuhin Corporation 2-5-6, Awajimachi, Chuo-kuOsaka 541-0047, JapanTel: +81-6-6202-8455
CAREX, lnc.1-1-47, Chuo, Joto-kuOsaka 536-0005, JapanTel: +81-6-6935-9255
Seac Yoshitomi, Ltd. 955, Oaza-Koiwai Yoshitomi-cho, Chikujo-gunFukuoka 871-0801, JapanTel: +81-979-22-9577
BIPHA CORPORATION 1007-124, lzumisawa, ChitoseHokkaido, 066-0051, JapanTel: +81-123-28-8180
ATOFINA Yoshitomi, Ltd. 2-4-9, Hiranomachi, Chuo-kuOsaka 541-0046, JapanTel: +81-6-6201-2646
Logistics Affiliates Yoshitomi Warehouses Co., Ltd. 1-259 Aza-Mukaiwari Aotashindentobichi, KashiwaChiba 227-0881, JapanTel: +81-471-31-3245
Kyushu Yoshitomi Distribution Co., Ltd. 955, Oaza-KoiwaiYoshitomi-cho, Chikujo-gunFukuoka 871-0801, JapanTel: +81-979-23-8909
Services Affiliate Welfide Service Corporation 2-5-6, Awajimachi, Chuo-kuOsaka 541-0047, JapanTel: +81-6-6202-8451
Construction Affiliate Yoshitomi Engineering, Ltd.955, Oaza-KoiwaiYoshitomi-cho, Chikujo-gunFukuoka 871-0801, JapanTel: +81-979-22-0011
OtherFuji Kosan, Ltd. 3-16-8, KamitominoKokurakitaku, KitakyushuFukuoka 802-0022, JapanTel: +81-93-531-4636
Overseas Network
International Offices BeijingRoom 901 , CITIC Building 19,Jianguomenwai DajieBeijing 100004, People’s Republic of ChinaTel: +86-10-6500-6424
ShanghaiRoom 5603 Plaza 661266 Nanjing West RoadJingan District, Shanghai 200040People’s Republic of ChinaTel: +86-21-6288-1830
AffiliatesWelfide International Corporation5555 Valley Blvd.Los Angeles, CA 90032, USATel: +1-323-227-7599
Alpha Therapeutic Corporation5555 Valley Blvd.Los Angeles, CA 90032, USATel: +1-323-225-2221
Alpha Therapeutic Thailand Ltd.8th Fl., Liberty Square, 287 Silom Rd.Bangrak, Bangkok 10500, ThailandTel: +66-2-631-2056
Midori Pharmerica Corporation150 East 52nd St.New York, NY 10022, USATel: +1-212-644-8642
Taiwan Green Cross Co., Ltd.Taipei Office6th Fl., No. 244, Sec. 3Chengteh Rd., Taipei, TaiwanTel: +886-2-2596-0277
Alpha Therapeutic Asia Pte., Ltd.1 Maritime Square #10-33AWorld Trade Centre, Singapore 099253Tel: +65-273-1033
Welfide Korea Co., Ltd.903-4, Sangsin-Ri, Hyangnam-MyunHwasung-Gun, Kyonggi-Do, KoreaTel: +82-339-353-6671
Green Cross Guangzhou Pharmaceutical Co., Ltd.Jiaoyuan Rd., GETDD, GuangzhouPeople’s Republic of ChinaTel: +86-20-8222-0238
Mitsubishi Pharma Europe Ltd.Jupiter House, Triton Court14 Finsbury SquareLondon EC2A 1BR, UKTel: +44-20-7065-5000
Mitsubishi Pharma America, Inc.25 Independence Blvd., Suite 201Warren, NJ 07059, USATel: +1-908-607-1950
Directory
2-6-9,Hiranomachi,Chuo-ku,Osaka 541-0046,JapanTel: +81-6-6201-1696 Fax: +81-6-6277-5165 URL: http://www.m-pharma.co.jp