Washington | 000-55133 | 02-0592619 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): | |
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ACUCELA INC. | ||
Dated: | May 6, 2016 | |
BY: | ||
/s/ John Gebhart | ||
John Gebhart | ||
Chief Financial Officer |
(Translation) | ![]() |
Company name | Acucela Inc. |
Stock exchange listing | Tokyo Stock Exchange Mothers Market (Foreign Stocks) |
Code number | 4589 |
URL | http://www.acucela.jp/ |
Representative | Dr. Ryo Kubota |
Title: Chairman, President and Chief Executive Officer | |
Attorney-in-fact | Baker & McKenzie (Gaikokuho Joint Enterprise) |
Ken Takahashi (Telephone: 03-6271-9900) | |
Contact | Tomomi Sukagawa, Director of Investor Relations and Communications |
Japan Office, Acucela Inc. | |
(Telephone: 03-5789-5872) | |
Scheduled date of quarterly report submission | May 10, 2016 |
Scheduled date of dividend payment commencement | — |
Supplementary materials for financial results | Yes |
Earnings announcement for financial results | Yes (for analysts only) |
Revenue from collaborations | Loss from operations | Loss before income tax | Net loss | ||||||||||||||
$ | 3,756 | $ | (12,943 | ) | $ | (12,574 | ) | $ | (12,591 | ) | |||||||
1Q FY2016 (Consolidated) | ¥ | 423,226 | (47.9 | )% | ¥ | (1,458,417 | ) | NA | ¥ | (1,416,838 | ) | NA | ¥ | (1,418,754 | ) | NA | |
$ | 7,215 | $ | (4,159 | ) | $ | (3,940 | ) | $ | (3,940 | ) | |||||||
1Q FY2015 (Unconsolidated) | ¥ | 812,986 | (31.6 | )% | ¥ | (468,636 | ) | NA | ¥ | (443,959 | ) | NA | ¥ | (443,959 | ) | NA |
Basic loss per share | Diluted loss per share | ||||||
$ | (0.34 | ) | $ | (0.34 | ) | ||
1Q FY2016 (Consolidated) | ¥ | (38 | ) | ¥ | (38 | ) | |
$ | (0.11 | ) | $ | (0.11 | ) | ||
1Q FY2015 (Unconsolidated) | ¥ | (12 | ) | ¥ | (12 | ) |
Total assets | Net assets | Shareholders’ equity | Shareholders’ equity ratio | |||||||||
$ | 168,818 | $ | 161,020 | $ | 161,020 | |||||||
As of March 31, 2016 (Consolidated) | ¥ | 19,022,418 | ¥ | 18,143,735 | ¥ | 18,143,735 | 95 | % | ||||
$ | 175,950 | $ | 166,434 | $ | 166,434 | |||||||
As of December 31, 2015 (Consolidated) | ¥ | 19,826,047 | ¥ | 18,753,783 | ¥ | 18,753,783 | 95 | % |
Annual dividend per share | |||||||||||||
First Quarter | Second Quarter | Third Quarter | Year-end | Total | |||||||||
$ | — | $ | — | $ | — | $ | — | $0 | |||||
FY2015 (Consolidated) | ¥ | — | ¥ | — | ¥ | — | ¥ | — | ¥0 | ||||
$ | — | $ | — | $ | — | $ | — | $0 | |||||
FY2016 (Consolidated) | ¥ | — | ¥ | — | ¥ | — | ¥ | — | ¥0 | ||||
$ | — | $ | — | $ | — | $ | — | $0 | |||||
FY2016 (forecast) | ¥ | — | ¥ | — | ¥ | — | ¥ | — | ¥0 |
Revenue from collaborations (low) | Revenue from collaborations (high) | Loss from operations (low) | Loss from operations (high) | Income (loss) before income tax (low) | Income (loss) before income tax (high) | Net loss (low) | Net loss (high) | |||||||||||||||||
Full Year 2016 Forecast | $ | 25,000 | $ | 27,500 | $ | (37,440 | ) | $ | (36,940 | ) | $ | (36,940 | ) | $ | (35,740 | ) | $ | (36,940 | ) | $ | (35,740 | ) | ||
¥ | 2,817,000 | ¥ | 3,098,700 | ¥ | (4,218,739 | ) | ¥ | (4,162,399 | ) | ¥ | (4,162,399 | ) | ¥ | (4,027,183 | ) | ¥ | (4,162,399 | ) | ¥ | (4,027,183 | ) | |||
Full Year 2015 Results | $ | 24,067 | $ | (26,556 | ) | $ | (25,459 | ) | $ | (25,509 | ) | |||||||||||||
¥ | 2,711,870 | ¥ | (2,992,330 | ) | ¥ | (2,868,720 | ) | ¥ | (2,874,355 | ) | ||||||||||||||
Percentage Change (%) - omitted where not meaningful | 3.9 | % | 14.3 | % | — | % | — | % | — | % | — | % | — | % | — | % |
Net loss per share (low)¹ | Net loss per share (high)¹ | |||||
Full Year 2016 Forecast | $ | (0.99 | ) | $ | (0.96 | ) |
¥ | (112 | ) | ¥ | (108 | ) | |
Full Year 2015 Results | $ | (0.71 | ) | |||
¥ | (80 | ) | ||||
Percentage Change (%) - omitted where not meaningful | — | % | — | % |
Number of Common Shares (in thousands) | ||
As of March 31, 2016 (Consolidated) | 37,390 | |
As of December 31, 2015 (Consolidated) | 36,517 |
Number of Treasury Shares (in thousands) | |
As of March 31, 2016 (Consolidated) | none |
As of December 31, 2015 (Consolidated) | none |
Weighted Average Number of Common Shares (in thousands) | ||
1Q FY2016 (Consolidated) | 36,891 | |
1Q FY2015 (Unconsolidated) | 35,809 |
Three Months Ended March 31, | 2015 to 2016 $ Change | 2015 to 2016 % Change | ||||||||||||
2016 | 2015 | |||||||||||||
Emixustat | $ | 3,756 | $ | 7,214 | $ | (3,458 | ) | (47.9 | )% | |||||
OPA-6566 | — | 1 | (1 | ) | (100.0 | )% | ||||||||
Total | $ | 3,756 | $ | 7,215 | $ | (3,459 | ) | (47.9 | )% |
Three Months Ended March 31, | 2015 to 2016 $ Change | 2015 to 2016 % Change | ||||||||||||
2016 | 2015 | |||||||||||||
Emixustat | ¥ | 423,226 | ¥ | 812,848 | ¥ | (389,622 | ) | (47.9 | )% | |||||
OPA-6566 | — | 138 | (138 | ) | (100.0 | )% | ||||||||
Total | ¥ | 423,226 | ¥ | 812,986 | ¥ | (389,760 | ) | (47.9 | )% |
Three Months Ended March 31, | 2015 to 2016 $ Change | 2015 to 2016 % Change | ||||||||||||
2016 | 2015 | |||||||||||||
Emixustat | $ | 3,477 | $ | 5,444 | $ | (1,967 | ) | (36.1 | )% | |||||
Internal Research | 5,442 | 422 | 5,020 | 1,189.6 | % | |||||||||
Total | $ | 8,919 | $ | 5,866 | $ | 3,053 | 52.0 | % |
Three Months Ended September 30, | 2015 to 2016 $ Change | 2015 to 2016 % Change | ||||||||||||
2016 | 2015 | |||||||||||||
Emixustat | ¥ | 391,817 | ¥ | 613,458 | ¥ | (221,641 | ) | (36.1 | )% | |||||
Internal Research | 613,176 | 47,523 | 565,653 | 1,190.3 | % | |||||||||
Total | ¥ | 1,004,993 | ¥ | 660,981 | ¥ | 344,012 | 52.0 | % |
• | approximately $2.4 million (¥266.3 million)of stock compensation expense of which $2.0 million (¥219.5 million) related to a new grant awarded to Dr. Kubota which fully vested as of March 31, 2016, $0.2 million (¥17.4 million) related to existing employees' grants, and $0.1 million (¥16.8 million) related to the new grants awarded to our Board of Directors; |
• | approximately $1.0 million (¥113.3 million), attributable to legal, filing fees, and accounting and compliance services related to the proposed Redomicile Transaction; |
• | approximately $0.4 million (¥41.7 million), related to accounting and compliance services, our internal audit function, and enterprise risk management system consulting; |
• | approximately $0.2 million (¥22.2 million), attributable to legal fees related to business development due diligence; |
• | partially offset by a prior year increase of $1.2 million (¥131.9 million), attributable to company incurred legal and consulting expenses related to our May 1, 2015 special shareholders meeting; and |
• | a decrease of approximately $0.6 million (¥64.6 million) in bonus payments, made during the prior year related to employee retention and equity equalization programs. |
Three Months Ended March 31, | Cash flows from operating activities | Cash flows from investing activities | Cash flows from financing activities | Cash and cash equivalents—end of period | ||||||||
$ | (6,648 | ) | $ | 5,536 | $ | 3,744 | $ | 7,720 | ||||
2016 | ¥ | (749,109 | ) | ¥ | 623,814 | ¥ | 421,875 | ¥ | 869,896 | |||
$ | (467 | ) | $ | 109 | $ | 2 | $ | 18,422 | ||||
2015 | ¥ | (52,626 | ) | ¥ | 12,282 | ¥ | 225 | ¥ | 2,075,787 |
FY2015 | Q1 FY2016 | ||||
Shareholders’ equity ratio (%) | 94.6 | % | 95.4 | % | |
Shareholders’ equity ratio based on market prices (%) | 153.4 | % | 544.4 | % | |
Debt to annual cash flow ratio (%) | — | — | |||
Interest coverage ratio (times) | — | — |
December 31, 2015 | March 31, 2016 | ||||||||||||||
(unaudited) | |||||||||||||||
Assets | |||||||||||||||
Current assets: | |||||||||||||||
Cash and cash equivalents | $ | 5,088 | ¥ | 573,316 | $ | 7,720 | ¥ | 869,896 | |||||||
Investments | 106,922 | 12,047,971 | 116,224 | 13,096,120 | |||||||||||
Accounts receivable from collaborations | 6,140 | 691,855 | 1,510 | 170,147 | |||||||||||
Prepaid expenses and other current assets | 2,051 | 231,107 | 2,544 | 286,658 | |||||||||||
Total current assets | 120,201 | 13,544,249 | 127,998 | 14,422,821 | |||||||||||
Property and equipment, net | 920 | 103,666 | 846 | 95,327 | |||||||||||
Long-term investments | 54,515 | 6,142,750 | 39,660 | 4,468,888 | |||||||||||
Other assets | 314 | 35,382 | 314 | 35,382 | |||||||||||
Total assets | $ | 175,950 | ¥ | 19,826,047 | $ | 168,818 | ¥ | 19,022,418 | |||||||
Liabilities and shareholders’ equity | |||||||||||||||
Current liabilities: | |||||||||||||||
Accounts payable | $ | 207 | ¥ | 23,325 | $ | 1,078 | ¥ | 121,469 | |||||||
Accrued liabilities | 3,138 | 353,590 | 3,268 | 368,243 | |||||||||||
Accrued compensation | 2,457 | 276,855 | 1,590 | 179,161 | |||||||||||
Deferred revenue from collaborations | 2,467 | 277,982 | 650 | 73,242 | |||||||||||
Deferred rent and lease incentives | 143 | 16,113 | 151 | 17,014 | |||||||||||
Total current liabilities | 8,412 | 947,865 | 6,737 | 759,129 | |||||||||||
Commitments and contingencies | |||||||||||||||
Long-term deferred rent, lease incentives, and others | 1,104 | 124,399 | 1,061 | 119,554 | |||||||||||
Total long-term liabilities | 1,104 | 124,399 | 1,061 | 119,554 | |||||||||||
Shareholders’ equity: | |||||||||||||||
Common stock, no par value, 100,000 shares authorized as of March 31, 2016 and December 31, 2015; 37,390 and 36,517 shares issued and outstanding as of March 31, 2016 and December 31, 2015 | 191,696 | 21,600,305 | 201,849 | 22,744,346 | |||||||||||
Additional paid-in capital | 6,288 | 708,532 | 2,873 | 323,730 | |||||||||||
Accumulated other comprehensive loss | (575 | ) | (64,791 | ) | (136 | ) | (15,324 | ) | |||||||
Accumulated deficit | (30,975 | ) | (3,490,263 | ) | (43,566 | ) | (4,909,017 | ) | |||||||
Total shareholders’ equity | 166,434 | 18,753,783 | 161,020 | 18,143,735 | |||||||||||
Total liabilities and shareholders’ equity | $ | 175,950 | ¥ | 19,826,047 | $ | 168,818 | ¥ | 19,022,418 |
Three Months Ended March 31, | ||||||||||||||||
2015 | 2016 | |||||||||||||||
(unaudited) | ||||||||||||||||
Revenue from collaborations | $ | 7,215 | ¥ | 812,986 | $ | 3,756 | ¥ | 423,226 | ||||||||
Expenses: | ||||||||||||||||
Research and development | 5,866 | 660,981 | 8,919 | 1,004,993 | ||||||||||||
General and administrative | 5,508 | 620,641 | 7,780 | 876,650 | ||||||||||||
Total expenses | 11,374 | 1,281,622 | 16,699 | 1,881,643 | ||||||||||||
Loss from operations | (4,159 | ) | (468,636 | ) | (12,943 | ) | (1,458,417 | ) | ||||||||
Other income (expense), net: | ||||||||||||||||
Interest income | 238 | 26,818 | 351 | 39,551 | ||||||||||||
Other income (expense), net | (19 | ) | (2,141 | ) | 18 | 2,028 | ||||||||||
Total other income, net | 219 | 24,677 | 369 | 41,579 | ||||||||||||
Loss before income tax | (3,940 | ) | (443,959 | ) | (12,574 | ) | (1,416,838 | ) | ||||||||
Income tax benefit (expense) | — | — | (17 | ) | (1,916 | ) | ||||||||||
Net loss | $ | (3,940 | ) | ¥ | (443,959 | ) | $ | (12,591 | ) | ¥ | (1,418,754 | ) | ||||
Net loss per share | ||||||||||||||||
Basic | $ | (0.11 | ) | ¥ | (12 | ) | $ | (0.34 | ) | ¥ | (38 | ) | ||||
Diluted | $ | (0.11 | ) | ¥ | (12 | ) | $ | (0.34 | ) | ¥ | (38 | ) | ||||
Weighted average shares | ||||||||||||||||
Basic | 35,809 | 36,891 | ||||||||||||||
Diluted | 35,809 | 36,891 |
Three months ended March 31, | |||||||||||||||
2015 | 2016 | ||||||||||||||
(unaudited) | |||||||||||||||
Net loss | $ | (3,940 | ) | ¥ | (443,959 | ) | $ | (12,591 | ) | ¥ | (1,418,754 | ) | |||
Other comprehensive income (loss): | |||||||||||||||
Net unrealized gain on securities, net of tax | 284 | 32,001 | 439 | 49,467 | |||||||||||
Comprehensive loss | $ | (3,656 | ) | ¥ | (411,958 | ) | $ | (12,152 | ) | ¥ | (1,369,287 | ) |
Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total | |||||||||||||||||||
Common Stock | ||||||||||||||||||||||
Shares | Amount | |||||||||||||||||||||
Balance at December 31, 2014 | 35,809 | 186,589 | 3,601 | (361 | ) | (5,466 | ) | 184,363 | ||||||||||||||
Stock-based compensation | — | — | 8,940 | — | — | 8,940 | ||||||||||||||||
Issuance of restricted shares of common stock | 904 | — | — | — | — | — | ||||||||||||||||
RSUs withheld for employee payroll taxes | (207 | ) | — | (1,165 | ) | — | — | (1,165 | ) | |||||||||||||
Common stock issued in connection with stock option exercises | 11 | 17 | (12 | ) | — | — | 5 | |||||||||||||||
Excess net tax benefit related to IPO costs | — | — | 14 | — | — | 14 | ||||||||||||||||
Net loss | — | — | — | — | (25,509 | ) | (25,509 | ) | ||||||||||||||
Vesting of restricted stock and exercise of options | — | 5,090 | (5,090 | ) | — | — | — | |||||||||||||||
Unrealized loss on marketable securities available for sale | — | — | — | (214 | ) | — | (214 | ) | ||||||||||||||
Balance at December 31, 2015 | 36,517 | 191,696 | 6,288 | (575 | ) | (30,975 | ) | 166,434 | ||||||||||||||
Stock-based compensation | — | — | 2,705 | — | — | 2,705 | ||||||||||||||||
Issuance of restricted shares of common stock | 12 | — | — | — | — | — | ||||||||||||||||
RSUs withheld for employee payroll taxes | (141 | ) | — | (1,539 | ) | — | — | (1,539 | ) | |||||||||||||
Common stock issued in connection with stock option exercises | 1,002 | 5,995 | (423 | ) | — | — | 5,572 | |||||||||||||||
Net loss | — | — | — | — | (12,591 | ) | (12,591 | ) | ||||||||||||||
Vesting of restricted stock and exercise of options | — | 4,158 | (4,158 | ) | — | — | — | |||||||||||||||
Unrealized gain on marketable securities available for sale | — | — | — | 439 | — | 439 | ||||||||||||||||
Balance at March 31, 2016 | 37,390 | $ | 201,849 | $ | 2,873 | $ | (136 | ) | $ | (43,566 | ) | $ | 161,020 |
Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total | |||||||||||||||||||
Common Stock | ||||||||||||||||||||||
Shares | Amount | |||||||||||||||||||||
Balance at December 31, 2014 | 35,809 | ¥ | 21,024,848 | ¥ | 405,760 | ¥ | (40,677 | ) | ¥ | (615,908 | ) | ¥ | 20,774,023 | |||||||||
Stock-based compensation | — | — | 1,007,360 | — | — | 1,007,360 | ||||||||||||||||
Issuance of restricted shares of common stock | 904 | — | — | — | — | — | ||||||||||||||||
RSUs withheld for employee payroll taxes | (207 | ) | — | (131,272 | ) | — | — | (131,272 | ) | |||||||||||||
Common stock issued in connection with stock option exercises | 11 | 1,916 | (1,353 | ) | — | — | 563 | |||||||||||||||
Excess net tax benefit related to IPO costs | — | — | 1,578 | — | — | 1,578 | ||||||||||||||||
Net loss | — | — | — | — | (2,874,355 | ) | (2,874,355 | ) | ||||||||||||||
Vesting of restricted stock and exercise of options | — | 573,541 | (573,541 | ) | — | — | — | |||||||||||||||
Unrealized loss on marketable securities available for sale | — | — | — | (24,114 | ) | — | (24,114 | ) | ||||||||||||||
Balance at December 31, 2015 | 36,517 | 21,600,305 | 708,532 | (64,791 | ) | (3,490,263 | ) | 18,753,783 | ||||||||||||||
Stock-based compensation | — | — | 304,799 | — | — | 304,799 | ||||||||||||||||
Issuance of restricted shares of common stock | 12 | — | — | — | — | — | ||||||||||||||||
RSUs withheld for employee payroll taxes | (141 | ) | — | (173,414 | ) | — | — | (173,414 | ) | |||||||||||||
Common stock issued in connection with stock option exercises | 1,002 | 675,517 | (47,663 | ) | — | — | 627,854 | |||||||||||||||
Net loss | — | — | — | — | (1,418,754 | ) | (1,418,754 | ) | ||||||||||||||
Vesting of restricted stock and exercise of options | — | 468,524 | (468,524 | ) | — | — | — | |||||||||||||||
Unrealized gain on marketable securities available for sale | — | — | — | 49,467 | — | 49,467 | ||||||||||||||||
Balance at March 31, 2016 | 37,390 | ¥ | 22,744,346 | ¥ | 323,730 | ¥ | (15,324 | ) | ¥ | (4,909,017 | ) | ¥ | 18,143,735 |
Three months ended March 31, | |||||||||||||||
2015 | 2016 | ||||||||||||||
(unaudited) | |||||||||||||||
Cash flows from operating activities | |||||||||||||||
Net loss | $ | (3,940 | ) | ¥ | (443,959 | ) | $ | (12,591 | ) | ¥ | (1,418,754 | ) | |||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||||||
Depreciation and amortization | 120 | 13,522 | 76 | 8,582 | |||||||||||
Stock-based compensation | 342 | 38,537 | 2,705 | 304,799 | |||||||||||
Amortization net of premium/discount on marketable securities | 561 | 63,213 | 434 | 48,911 | |||||||||||
Deferred taxes | 103 | 11,606 | — | — | |||||||||||
Changes in operating assets and liabilities: | |||||||||||||||
Accounts receivable from collaborations | 373 | 42,030 | 4,630 | 521,708 | |||||||||||
Prepaid expenses and other current assets | 39 | 4,390 | (184 | ) | (20,769 | ) | |||||||||
Accounts payable | 569 | 64,115 | 871 | 98,144 | |||||||||||
Accrued liabilities | 1,211 | 136,455 | 130 | 14,648 | |||||||||||
Accrued compensation | (268 | ) | (30,198 | ) | (867 | ) | (97,694 | ) | |||||||
Deferred rent and lease incentives | 1,243 | 140,061 | (35 | ) | (3,944 | ) | |||||||||
Deferred revenue from collaborations | (820 | ) | (92,398 | ) | (1,817 | ) | (204,740 | ) | |||||||
Net cash used in by operating activities | (467 | ) | (52,626 | ) | (6,648 | ) | (749,109 | ) | |||||||
Cash flows from investing activities | |||||||||||||||
Purchases of marketable securities available for sale | (22,541 | ) | (2,539,920 | ) | (21,658 | ) | (2,440,388 | ) | |||||||
Maturities of marketable securities available for sale | 23,020 | 2,593,894 | 27,196 | 3,064,445 | |||||||||||
Net additions to property and equipment | (370 | ) | (41,692 | ) | (2 | ) | (243 | ) | |||||||
Net cash provided by investing activities | 109 | 12,282 | 5,536 | 623,814 | |||||||||||
Cash flows from financing activities | |||||||||||||||
Equity awards withheld for tax liability | — | — | (4,571 | ) | (515,059 | ) | |||||||||
Proceeds from issuance of common stock | 2 | 225 | 8,315 | 936,934 | |||||||||||
Net cash provided by financing activities | 2 | 225 | 3,744 | 421,875 | |||||||||||
Increase (decrease) in cash and cash equivalents | (356 | ) | (40,119 | ) | 2,632 | 296,580 | |||||||||
Cash and cash equivalents—beginning of period | 18,778 | 2,115,906 | 5,088 | 573,316 | |||||||||||
Cash and cash equivalents—end of period | $ | 18,422 | ¥ | 2,075,787 | $ | 7,720 | ¥ | 869,896 |
FY2015 Q1 | FY2016 Q1 | ||||||
Numerator: | |||||||
$ | (3,940 | ) | $ | (12,591 | ) | ||
Net loss | ¥ | (443,959 | ) | ¥ | (1,418,754 | ) | |
Denominator: | |||||||
Weighted-average shares outstanding—basic (shares) | 35,809 | 36,891 | |||||
Dilutive effect of stock options, RSUs and restricted stock awards | — | — | |||||
Diluted weighted average shares of common stock outstanding (shares) | $ | 35,809 | $ | 36,891 | |||
$ | (0.11 | ) | $ | (0.34 | ) | ||
Basic net loss per share (common stock) | ¥ | (12 | ) | ¥ | (38 | ) | |
$ | (0.11 | ) | $ | (0.34 | ) | ||
Diluted net loss per share (common stock) | ¥ | (12 | ) | ¥ | (38 | ) |
US GAAP | Japanese GAAP |
Revenue Recognition | Revenue Recognition |
In the United States, in accordance with the authoritative accounting guideline (which summarizes the views of certain of the staff of the Securities and Exchange Commission (the "SEC")) publicized and amended by the SEC, revenue shall be recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery of products has occurred or services have been rendered; (3) the seller's price to the buyer is fixed or determinable; and (4) collectibility is reasonably assured. In addition, another authoritative accounting guideline on revenue recognition has been added to arrangements in which multiple products or services are provided; the amendment has been applicable to the Company prospectively, as from November 1, 2010. | In Japan, the authoritative guidance states that revenues are recognized upon sale of goods or provision of services in accordance with the principle of realization. The authoritative guidance in Japan is not as prescriptive as US GAAP. |
In the United States, in October 2009, the FASB amended the guideline on revenue recognition with regard to multi-element arrangements. The guideline has eliminated the residual method of allocation with regard to revenue recognition and requires that if neither vendor-specific objective evidence (VSOE) nor third-party evidence (TPE) is available, management's best estimate of the selling price of each element in the relevant arrangement be used. Furthermore, in April 2010, the FASB publicized guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions; the guidance was early adopted by the Company as of December 31, 2009. |
Marketable Securities | Marketable Securities |
At each reporting period, the Company determines whether a decline in the value of marketable securities and investments is temporary, based on the criteria that include the duration and extent of the market decline, the financial position and business outlook of the issuer and the intent and ability of the Company to retain the marketable securities and investments for a sufficient period of time for anticipated recovery in fair value. If a decline in the value of marketable securities and investments is determined to be other than temporary, the difference between the book value and the fair value shall be recorded as an impairment charge in the statement of income. | For securities where there is a market price or rationally calculable value, the fair value after the significant drop should be used as the new book value, unless the fair value is expected to recover. The valuation differences are treated as loss for the accounting period. |
Compensated Absences | Compensated Absences |
Under ASC Topic 710, Compensation - General 10-25, a liability for compensation for future absences is recorded if certain criteria are met. | There is no requirement to record accruals for compensated absences under Japanese GAAP. |
Stock Option | Stock Option |
In the United States, stock-based compensation, including stock options, shall be accounted for in accordance with the guidance of ASC Topic 718, Compensation - Stock Compensation. The guidance, which requires the recognition of cost of all stock-based payment transactions on the financial statements, requires entities to determine fair value as a measuring object and apply a measurement method based on fair value in accounting for stock-based payment transactions. | In Japan, in accordance with the Accounting Standards Board of Japan (ASBJ) Accounting Standard - ASBJ Statement No. 8, Accounting Standard for Stock-based Payment, with regard to stock options granted on or after May 1, 2006, such compensation costs shall be recognized based on fair appraisal value thereof as of the grant date for the period from the grant date of the stock options to the date on which the stock options become exercisable, and the corresponding amount shall be recorded as a separate item in the "net assets section" of the balance sheet. With regard to stock options granted prior to May 1, 2006, no specified accounting standard exist and generally, no compensation cost is recognized. The stock acquisition right account would be reversed when the options are expired unused and reversal gain is recognized in earnings. |
Research and Development | Research and Development |
In the United States, in accordance with ASC 730, "Research and Development Arrangements", nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities shall be deferred, and shall be amortized for the period during which goods or services are used or rendered, based on the evaluation of their recoverability. | In Japan, no such accounting treatment is required. |
Fair Value | Fair Value |
In the United States, ASC Topic 820, Fair Value Measurements and Disclosures defines fair value, provides a framework for fair value measurements and expands disclosures about fair value measurements. With regard to the definition of fair value, while the guidance under Topic 820 still uses the concept of a price for exchange, it expressly provides that the price is a price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants on the measurement date. ASC Topic 820 emphasizes that fair value is a market-based value and is not an entity-specific value. It also establishes a multi-level hierarchy of fair values as a framework for fair value measurements and requires expanded disclosures of assets and liabilities measured at fair value. | In Japan, there is no comprehensive accounting standard for fair value measurements. In the respective accounting standards for financial instruments and nonfinancial assets and liabilities, fair value is defined as a value based on a market price or if no market price is available, a reasonably assessed value. |
Subsequent Event Disclosure | Subsequent Event Disclosure |
The scope is events or transactions that occur after the balance sheet date but before financial statements are issued or are available to be issued. Financial statements are considered available to be issued when they are complete in a form and format that complies with GAAP and all approvals necessary for issuance have been obtained. | “Audit Treatment for Subsequent Events” defines subsequent events, which are within the scope of the financial statements review, as events which occur after the balance sheet date and before the reporting date. Because it includes the definition, scope and treatment of subsequent events, it is used as a practical guide for accounting. In addition, it sets the rules for the events which occur after the reporting date and before the submission date of the quarterly security report. |
• | Directors |
• | Officers |
• | Corporate Auditors |
.GPJR71*Z?WW2U\C2T' MX'^'O#>JZ/>6MK*MQH;7DL#/*7,D]V5,\\A/+RM@_,3P'8=#QL^,/!]KXVTN M&UNFN(Q;W4%[#)"^UHYH9%DC;N#AE!PP(/<4452HP47%+1_\-^1<<+2C!TXQ M23W7R2_))?(YN_\ @!H=U):W"_:5O+2\N=1,IEQ]KN+A-DK2A<9#+A2%V_+\ MHPI(/*?"SX!>(?!'B'3=2.M7UG<-6>H&179TABDB#1H9G#@[@R MA,?-DFBBL98.DY*25FNWR_R.:65X=S51*S6NFG;_ "MZ'7M\ O#S>'-'TOR[ MS[-HE_<:E 1.0\DTZW"S,Y[[Q "=>U;4+,W1FUBYD MNY5DEW)&\@3?L&!C=Y:= .#H1:E&"36VG967X *:'14445J=)__V0$! end