Form 6-K
Table of Contents

 

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

 


 

REPORT OF FOREIGN PRIVATE ISSUER

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

THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number: 333-10486

 

For the Month of February 2004

 

Trend Micro Incorporated

(Translation of registrant’s name into English)

 


 

Shinjuku MAYNDS Tower, 1-1, Yoyogi 2-chome,

Shibuya-ku, Tokyo 151-0053, Japan

(Address of principal executive offices)

 


 

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

 

Form 20-F      X            Form 40-F            

 

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

 

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

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes               No     X    

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-            

 



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Information furnished on this form:

 

Table of Contents

 

1.    Press release, dated February 4, 2004, relating to the announcement of earnings results for the fourth quarter 2003 and annual earnings results for the year ended December 31, 2003.     


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SIGNATURE

 

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

 

       

TREND MICRO INCORPORATED

Date:  

February 6, 2004

      By:  

/s/    MAHENDRA NEGI        


               

Mahendra Negi

Representative Director, Chief Financial Officer and

Executive Vice President


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Trend Micro Reports Q4 Earnings; Posts Record Consolidated Revenues and Earnings for 2003

 

2003 Revenues Hit 48.09 billion Yen (US $454 million); Fourth Quarter sales and net income up 14% and 58% respectively

 

Tokyo, Japan—February 4, 2004—Trend Micro, Inc. (TSE: 4704, NASDAQ: TMIC), a leader in network antivirus and Internet content security software and services, today announced earnings results for the fourth quarter 2003, and consolidated annual earnings results for the year ended December 31, 2003 (both U.S. GAAP).

 

Trend Micro posted consolidated net sales of 13.39 billion Yen (or US $126 million, based on an exchange rate of 106 JPY=1USD) and operating income of 5.25 billion Yen (or US $50 million) for the fourth quarter of 2003. These figures reflect increases of 14% in net sales and 18% in operating income compared with the same period a year ago. Net income increased 58% in the fourth quarter compared to the same period a year ago. Growth for the quarter came mainly from Europe at 24%, Asia-Pacific at 20% and North America at 16%.

 

Net sales for 2003 surpassed previous years at 48.09 billion Yen (or US $454 million), reflecting an increase of 12% from 2002. Operating income was 15.2 billion Yen (or US $143 million), up 9% from 2002. Net income was 9.3 billion Yen (or US $87.3 million), up 20% from 2002. The company plans to pay cash dividends of 1.8 billion Yen, or 14 Yen per share, for 2003. All regions worldwide experienced growth in 2003 and enterprise products and solutions comprised almost 80% of total revenues for the year.

 

“In 2003 we delivered several new products and services, forged key alliances, and won many key endorsements making Enterprise Protection Strategy and outbreak prevention a reality for our customers,” said Steve Chang, CEO and co-founder of Trend Micro, Inc. “2004 will continue to be a year of growth for Trend Micro as we build on our expertise of threat knowledge and deliver new technologies that help customers more efficiently fend off threats to their networks.”

 

Based on information currently available to the company, consolidated net sales for the first quarter ending March 31, 2004 is expected to be 12.2 billion yen (or US $115 million). Operating income and net income are expected to be 3.6 billion yen (or US $34 million) and 2.1 billion yen (or US $20 million), respectively.

 

Fourth Quarter Business Highlights

 

  During the fourth quarter, Trend Micro NeatSuite was awarded “Editor’s Choice” for 2003 by Network Computing Magazine; PC-cillin Internet Security 2004 desktop product was named CNET’s “Editor’s Choice”; and Spam Prevention Service was voted among “Products You Love” by readers of Microsoft Certified Professionals Magazine.

 

  Trend Micro was also honored with the Porter Prize for 2003 for achievements in the implementation of unique strategies based on innovations in products, processes, and management methodologies. Trend Micro Japan’s consumer support center was also awarded the Helpdesk Institute Team Excellence Award 2003.


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  TrendLabs headquarters in the Philippines achieved COPC-2000 Standards certification from the international Customer Operations Performance Center organization, making Trend Micro the first antivirus software company to achieve this certification. The TrendLabs facility in Lake Forest, California, received Support Center Practices certification in recognition of world-class support and focus on customer satisfaction. Additionally, ScanMail for Microsoft Exchange 2000/2003 was the first Microsoft Exchange antivirus product to be certified on Microsoft Windows 2003 Standard Edition, Enterprise Edition, and Data Center Edition, running on Exchange 2003.

 

  During this period, Trend Micro introduced several new products, including: Trend Micro GateLock 3000 and GateLock 5000 Remote Appliances, in a partnership with NetScreen Technologies, Inc.; PC-cillin Internet Security 2004; and several specialized products designed for the small and medium business customer (released in North America). In November 2003, Trend Micro announced its collaborative efforts with Cisco Network Admission Control Program to increase security within the enterprise.

 

  Notable customers won during this quarter include: Brasil Telecom, Brazil’s largest telecommunications provider; Bital, Mexico’s largest retail bank; Kohl’s Department Stores, one of the fastest growing retailers in the United States; and EMI Music, the world’s leading music publisher, headquartered in the U.K. New business has also been established with Honeywell, the U.S.-based diversified technology and manufacturing leader.

 

  In their December 2003 report “Local Vendors Gain in Regional Antivirus Markets” Gartner Dataquest called Trend Micro “most global” (as measured by license revenue earned outside a company’s home country.)

 

Notice Regarding Forward Looking Statements

 

Certain statements that we make in this release are forward-looking statements. These forward-looking statements are based upon management’s current assumptions and beliefs in light of the information currently available to it, but involve known and unknown risks and uncertainties.

 

Many important factors could cause our actual results to differ materially from those expressed in our forward-looking statements. These factors include:

 

  Difficulties in addressing new virus and other computer security problems

 

  Timing of new product introductions and lack of market acceptance for our new products

 

  The level of continuing demand for, and timing of sales of, our existing products

 

  Rapid technological change within the anti-virus software industry

 

  Changes in customer needs for anti-virus software

 

  Existing products and new product introductions by our competitors and the pricing of those products

 

  Declining prices for our products and services

 

  The effect of future acquisitions on our financial condition and results of operations

 

  The effect of adverse economic trends on our principal markets

 

  The effect of foreign exchange fluctuations on our results of operations

 

  An increase in the incidence of product returns

 

  The potential lack of attractive investment targets and

 

  Difficulties in successfully executing our investment strategy


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We assume no obligation to update any forward-looking statements.

 

For more details regarding risk factors relating to our future performance, please refer to our filings with the U.S. Securities and Exchange Commission.

 

About Trend Micro

 

Trend Micro, Inc. is a leader in network antivirus and Internet content security software and services. The Tokyo-based corporation has business units worldwide. Trend Micro products are sold through corporate and value-added resellers and managed service providers. For additional information and evaluation copies of all Trend Micro products, visit our Web site, www.trendmicro.com

 

# # #

 

Trend Micro, the t-ball logo, Control Manager, Gatelock, NeatSuite, PC-cillin, TrendLabs, and VirusWall are trademarks or registered trademarks of Trend Micro Incorporated. All other company or product names may be trademarks or registered trademarks of their owners.


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Supplementary Information

1. Consolidated Balance Sheets

 

 

           (Thousands of yen)  

Account


   December 31,
2002


   

December 31,

2003


 

<Assets>

            

Current assets:

            

Cash and cash equivalents

   47,829,821     46,718,940  

Time deposits

   65,722     440,323  

Marketable securities

   2,747,471     10,253,029  

Notes and accounts receivable, trade

   12,287,078     12,705,191  

Allowance for doubtful accounts and sales returns

   (962,037 )   (1,023,734 )

Inventories

   363,848     77,950  

Deferred income taxes

   4,044,672     4,896,909  

Prepaid expenses and other current assets

   798,243     1,397,821  
    

 

Total current assets

   67,174,818     75,466,429  
    

 

Investments and other assets:

            

Securities investments

   690,732     624,778  

Investment in and advances to affiliated companies

   96,117     119,591  

Software development costs

   936,058     505,616  

Other intangibles

   361,028     311,756  

Deferred income taxes

   1,548,313     1,804,238  

Other

   1,086,254     734,533  
    

 

Total investments and other assets

   4,718,502     4,100,512  
    

 

Property and equipment:

            

Office furniture and equipment

   2,619,820     2,823,506  

Other properties

   1,101,268     1,038,524  
    

 

     3,721,088     3,862,030  

Less: Accumulated depreciation

   (1,776,409 )   (2,157,884 )
    

 

Total property and equipment

   1,944,679     1,704,146  
    

 

Total assets

   73,837,999     81,271,087  
    

 


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           (Thousands of yen)  

Account


   December 31,
2002


   

December 31,

2003


 

<Liabilities and shareholders’ equity>

            

Current liabilities:

            

Current portion of long-term debt

   5,000,000     6,500,000  

Notes payable, trade

   85,035     96,204  

Accounts payable, trade

   1,014,215     899,508  

Accounts payable, other

   1,201,675     1,326,244  

Withholding income taxes

   183,663     490,315  

Accrued expenses

   1,807,241     1,984,175  

Accrued income and other taxes

   4,089,169     4,280,797  

Deferred revenue

   13,484,252     17,486,298  

Other

   573,068     557,050  
    

 

Total current liabilities

   27,438,318     33,620,591  
    

 

Long-term liabilities:

            

Long term debt

   6,500,000     —    

Deferred revenue

   2,188,460     3,017,105  

Accrued pension and severance costs

   356,044     487,409  

Other

   210,947     194,185  
    

 

Total long-term liabilities

   9,255,451     3,698,699  
    

 

Shareholders’ equity:

            

Common stock

            

Authorized

            

-December 31, 2002 250,000,000 shares (no par value)

            

-December 31, 2003 250,000,000 shares (no par value)

            

Issued

            

-December 31, 2002 132,503,417 shares

   7,257,060        

-December 31, 2003 132,620,100 shares

         7,396,194  

Additional paid-in capital

   13,021,554     13,165,881  

Retained earnings

   18,986,701     28,236,466  

Accumulated other comprehensive income

            

Net unrealized gain (loss) on debt and equity securities

   (83,877 )   70,965  

Cumulative translation adjustments

   285,079     (500,946 )
    

 

     201,202     (429,981 )
    

 

Treasury stock, at cost

            

-December 31, 2002 820,442 shares

   (2,322,287 )      

-December 31, 2003 1,958,647 shares

         (4,416,763 )
    

 

Total shareholders’ equity

   37,144,230     43,951,797  
    

 

Total liabilities and shareholders’ equity

   73,837,999     81,271,087  
    

 


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2. Consolidated Statements of Income

 

                 (Thousands of yen)

Account


  

For the year ended

December 31, 2002


    For the year ended
December 31, 2003


   

Increase

(Decrease)

%


Net sales

   42,979,637     48,088,347     11.9

Cost of sales

   2,353,862     3,168,467      
    

 

   

Gross profit

   40,625,775     44,919,880     10.6
    

 

   

Operating expenses:

                

Selling

   15,051,702     15,360,532      

Research and development

   3,505,565     3,919,024      

Customer support

   3,857,957     4,830,660      

General and administrative

   4,344,433     5,656,168      
    

 

   
     26,759,657     29,766,384      
    

 

   

Operating income

   13,866,118     15,153,496     9.3
    

 

   

Other incomes (expenses):

                

Interest income

   410,245     412,635      

Interest expense

   (277,328 )   (173,830 )    

Loss on sales of marketable securities

   (259,293 )   (65,259 )    

Impairment loss of securities investments

   (804,661 )   (7,360 )    

Foreign exchange gain, net

   52,424     120,650      

Other income (expense), net

   110,778     (111,345 )    
    

 

   
     (767,835 )   175,491      
    

 

   

Income before income taxes and equity in gain of affiliated companies

   13,098,283     15,328,987     17.0
    

 

   

Income taxes:

                

Current

   6,938,456     7,437,576      

Deferred

   (1,542,750 )   (1,334,998 )    
    

 

   
     5,395,706     6,102,578      
    

 

   

Income from consolidated companies

   7,702,577     9,226,409     19.8

Equity in gain of affiliated companies

   11,189     23,623      
    

 

   

Net income

   7,713,766     9,250,032     19.9
    

 

   

Per share data:

                

Net income

   Yen     Yen      
    

 

   

-Basic

   58.39     70.11     20.1

-Diluted

   58.22     69.95     20.1


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3. Comprehensive Income

 

           (Thousands of yen)  

Account


   For the year
ended December
31, 2002


   

For the year

ended December
31, 2003


 

Net income

   7,713,766     9,250,032  
    

 

Other comprehensive income (loss), net of tax:

            

Unrealized gains (losses) on debt and equity securities:

            

Unrealized holding gains (loss) arising during period

   (191,661 )   135,323  

Less reclassification adjustment for losses (gains) included in net income

   507,954     132,701  
    

 

     316,293     268,024  

Foreign currency translation adjustments

   (563,794 )   (786,025 )
    

 

Other comprehensive income, before tax

   (247,501 )   (518,001 )

Income tax expense related to items of other comprehensive income

   (89,690 )   (113,182 )
    

 

Other comprehensive income, net of tax

   (337,191 )   (631,183 )
    

 

Comprehensive income

   7,376,575     8,618,849  
    

 


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4. Consolidated Statement of Shareholders’ Equity

 

           (Thousands of yen)  

Account


   For the year ended
December 31, 2002


    For the year ended
December 31, 2003


 

<Common stock>

            

Balance at beginning of period

   6,833,678     7,257,060  

Exercise of stock purchase warrants and stock acquisition rights

   423,382     139,134  
    

 

Balance at end of period

   7,257,060     7,396,194  
    

 

<Additional paid-in capital>

            

Balance at beginning of period

   12,144,908     13,021,554  

Tax benefit from exercise of non-qualified stock warrants

   459,743     5,192  

Loss on sales of treasury stock, net of tax

   (6,466 )   —    

Exercise of stock purchase warrants and stock acquisition rights

   423,369     139,135  
    

 

Balance at end of period

   13,021,554     13,165,881  
    

 

<Retained earnings>

            

Balance at beginning of period

   11,277,576     18,986,701  

Net income

   7,713,766     9,250,032  

Stock issue costs, net of tax

   (4,641 )   (267 )
    

 

Balance at end of period

   18,986,701     28,236,466  
    

 

<Net realized gain (loss) on debt and equity securities>

            

Balance at beginning of period

   (310,480 )   (83,877 )

Net change during the period

   226,603     154,842  
    

 

Balance at end of period

   (83,877 )   70,965  
    

 

<Cumulative translation adjustments>

            

Balance at beginning of period

   848,873     285,079  

Aggregate translation adjustments for the period

   (563,794 )   (786,025 )
    

 

Balance at end of period

   285,079     (500,946 )
    

 

<Treasury stock, at cost>

            

Balance at beginning of period

   (28,529 )   (2,322,287 )

Purchase of treasury stock

   (2,300,224 )   (2,094,476 )

Sales of treasury stock

   6,466     —    
    

 

Balance at end of period

   (2,322,287 )   (4,416,763 )
    

 

Total shareholders’ equity

   37,144,230     43,951,797  
    

 


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5. Consolidated Statements of Cash Flows

 

           (Thousands of yen)  

Account


   For the year
ended December
31, 2002


   

For the year

ended December
31, 2003


 

Cash flows from operating activities:

            

Net income

   7,713,766     9,250,032  

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

            

Depreciation and amortization

   1,910,246     2,266,356  

Pension and severance costs, less payments

   82,007     140,661  

Deferred income taxes

   (1,542,750 )   (1,334,998 )

Loss on sales of marketable securities

   259,293     65,259  

Impairment of securities investments

   804,661     7,360  

Equity in gain of affiliated companies

   (11,189 )   (23,623 )

Changes in assets and liabilities:

            

Increase in deferred revenue

   5,608,143     5,036,872  

Increase in accounts receivable, net of allowances

   (118,016 )   (446,201 )

(Increase) decrease in inventories

   (137,030 )   278,751  

Decrease in notes and accounts payable, trade

   (201,989 )   (52,021 )

Increase in accrued income and other taxes

   730,629     193,227  

Decrease (increase) in other current assets

   141,170     (67,898 )

Decrease in accounts payable, other

   (171,645 )   (11,962 )

Increase in other current liabilities

   96,567     602,296  

Increase in other assets

   (361,945 )   (324,879 )

Other

   (58,822 )   87,072  
    

 

Net cash provided by operating activities

   14,743,096     15,666,304  
    

 

Cash flows from investing activities:

            

Payments for purchases of property and equipment

   (811,632 )   (715,901 )

Software development cost

   (1,025,516 )   (793,361 )

Payments for purchases of other intangibles

   (306,573 )   (265,969 )

Proceeds from sales of marketable securities

   292,607     2,945,331  

Payments for purchases of marketable securities and security investments

   (1,326,512 )   (10,248,908 )

Proceeds from / (Payments for) time deposits

   5,046     (374,601 )
    

 

Net cash used in investing activities

   (3,172,580 )   (9,453,409 )
    

 

Cash flows from financing activities:

            

Issuance of common stock pursuant to exercise of stock warrants

   842,110     278,002  

Tax benefit from exercise of non-qualified stock warrants

   459,743     5,192  

Proceeds from issuance of bonds

   4,000,000     —    

Purchase of treasury bonds

   (4,008,800 )   —    

Redemption of bonds

   (3,000,000 )   (5,000,000 )

Purchase of treasury stock, net

   (2,293,758 )   (2,094,476 )

Other

   (6,744 )   —    
    

 

Net cash used by financing activities

   (4,007,449 )   (6,811,282 )
    

 

Effect of exchange rate changes on cash and cash equivalents

   (515,896 )   (512,494 )
    

 

Net increase (decrease) in cash and cash equivalents

   7,047,171     (1,110,881 )

Cash and cash equivalents at beginning of period

   40,782,650     47,829,821  
    

 

Cash and cash equivalents at end of period

   47,829,821     46,718,940  
    

 

Supplementary information of cash flow:

            

Payment for interest expense

   307,999     151,623  

Payment for income taxes

   5,835,904     7,102,721  


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For Additional Information

 

Mr. Mahendra Negi

Chief Financial Officer/IR Officer

Phone: +81-3-5334-4899

Fax: +81-3-5334-4874

ir@trendmicro.co.jp

 

For Media and Industry Analysts Only

 

North America

Michael Sweeny

Tel: +1 (408) 863-6384

email: michael_sweeny@trendmicro.com

 

Latin America

Todd Thiemann

Tel: +1 (408) 863-6566

Email: todd_thiemann@trendmicro.com

 

Europe, Middle East, Africa

Anna Wright

Tel: +44 (0) 1628 400534

Email: anna_wright@trendmicro.co.uk

 

APAC

Amy Liu

Tel: + 886 22 376 4939

Email: amy_liu@trend.com.tw

 

Japan

Naomi Ikenomoto

Tel: +81-3-5334-3658, Ext 8387

Email: ikenomoto_naomi@trendmicro.co.jp


Table of Contents

Feb 4, 2004

 

Report of Earning Results (Consolidated)

For Fiscal Year Ending December 31, 2003

 

[ Prepared in accordance with US GAAP ]

 

Company:

   Trend Micro Incorporated                          Tokyo Stock Exchange 1st Section

Code:

  

4704                                                             Location : Tokyo

(URL http://www.trendmicro.co.jp/)

Representative:

   Title          Representative Director and Chief Executive Officer
     Name        Chang, Ming-Jang

Contact:

  

Title          Controller, Finance & Accounting Department and General Manager, Corporate Affairs Department

     Name        Yuzuru Nanami             (Phone: 81-3-5334-3600)

Date of the board of directors

authorizing the earning results:                                    Feb 4, 2004

 

1. Financial Highlights for FY 2003 (January 1, 2003 through December 31, 2003)

 

(1) Consolidated Results of Operations

 

(All figures except for per share information are rounded to millions of yen.)

 

     Net Sales

   Growth rate

   Operating
income


   Growth rate

  

Net income

before tax


   Growth rate

     Millions of yen    %    Millions of yen    %    Millions of yen    %

FY 2003

   48,088    11.9    15,153    9.3    15,329    17.0

FY 2002

   42,980    37.2    13,866    84.5    13,098    68.9

 

     Net Income

  

Growth

rate


  

Net income

per share (basic)


  

Net income

per share (diluted)


  

Return on

shareholders’
equity


  

Net income before tax

/ total assets ratio


  

Net income before tax

ratio


     Millions of yen    %    Yen    Yen    %    %    %

FY 2003

   9,250    19.9    70.11    69.95    22.8    19.8    31.9

FY 2002

   7,714    75.9    58.39    58.22    22.7    18.9    30.5

 

(Note)

 

1. Equity in gain of affiliated companies:        24 million yen ( 11 million yen in FY 2002)
2. The company made no changes in accounting principle that had material effects on the financial position, results of operations, and cash flow position, during the period.
3. Weighted average number of shares outstanding:        131,940,179 shares (132,111,467 shares in FY 2002)
4. The percentage of net sales, operating income, net income before tax and net income are comparison to the prior fiscal year.

 

(2) Consolidated Financial Position

 

     Total assets

   Shareholders’ equity

   Shareholders’ equity ratio

  

Shareholders’ equity

per share


As of    Millions of yen    Millions of yen    %    Yen

December 31, 2003

   81,271    43,952    54.1    336.38

December 31, 2002

   73,838    37,144    50.3    282.07

 

(Note)

 

Number of shares outstanding : 130,661,453 shares as of December 31, 2003

                                131,682,975 shares as of December 31, 2002

 

1


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(3) Consolidated Cash Flow Position

 

    

Cash flows from

operating activities


  

Cash flows from

investing activities


   

Cash flows from

financing activities


    Ending balance of cash
and cash equivalents


     Millions of yen    Millions of yen     Millions of yen     Millions of yen

FY2003

   15,666    (9,453 )   (6,811 )   46,719

FY2002

   14,743    (3,173 )   (4,007 )   47,830

 

(4) Basis of consolidation and application of equity method:

The number of consolidated subsidiaries                 17

The number of unconsolidated subsidiaries accounted by equity method                 0

The number of affiliated companies                           3

 

(5) Change in the basis of consolidation and application of equity method:

The number of additional consolidated subsidiaries

 

2

The number of excluded consolidated subsidiaries

 

0

The number of additional consolidated affiliated companies

 

0

The number of excluded consolidated affiliated companies

 

1

 

2. Projected consolidated earnings

 

Projected earnings for the next quarter (January 1, 2004 through March 31, 2004)

 

     Net Sales

   Operating income

   Net income

     Millions of yen    Millions of yen    Millions of yen

1st Qtr

   12,200    3,600    2,100

 

(Note) Since the business environment surrounding Trend Micro Group tends to fluctuate in the short run, it is difficult to make the highly reliable projection figures on a yearly basis. We, therefore, decided to announce the earnings on a quarterly basis in the fiscal year ending December 31, 2004 as well as earnings projection of the succeeding quarter.

 

If we found through our calculation conducted from time to time that the net sales fluctuate from the most recent quarterly projection by more than 10%, or operating income or net income fluctuates by more than 30%, we will announce the revision of the earnings projection.

 

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Table of Contents

Attachment to the Report

 

1. Condition of corporate group

 

Trend Micro Group consists of Trend Micro Inc. (Japan), and its subsidiaries which develop and sell anti-virus products and offer other related services. Affiliated companies are Soft Trend Capital Corporation which manages capital funds to be invested into Internet-related ventures and NetSTAR Inc. which develops and offers the products of URL filtering.

 

The business related to anti-virus are described below.

 

Products related to anti-virus:

 

PC client products

LAN server products

Internet server products

Other products

 

Trend Micro Inc. (Japan) develops and sells the products. Some parts of the research and development activities are entrusted to Trend Micro Incorporated (Taiwan), Trend Micro Inc. (U.S.A.), Trend Micro Deutschland GmbH (Germany), Trend Micro(UK)Limited (UK), and Trend Micro (China) Incorporated. (China). Trend Micro Incorporated (Taiwan) also operates manufacturing and sales of the products too, part of which are purchased by Trend Micro Inc. (Japan), Trend Micro Inc. (U.S.A.), Trend Micro Korea Inc. (Korea), Trend Micro Deutschland GmbH(Germany), Trend Micro South Europe Italy S.r.l.(Italy), Trend Micro Australia Pty. Ltd.(Australia), Trend Micro do Brasil Ltda.(Brazil), Trend Micro France(France), Trend Micro Hong Kong Limited(Hong Kong), Trend Micro(UK)Limited(UK), Trend Micro Latinoamerica S.A.de C.V (Mexico), Trend Micro (China) Incorporated(China).

In addition, Trend Micro Inc. (Japan) owns software copyrights and receives from its overseas subsidiaries royalties based on the respective sales of products to such subsidiaries.

*Trend Micro(Shanghai)Inc has changed its name to Trend Micro(China) Incorporated in 2003.

 

LOGO

 

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Table of Contents

2. Management Policy and Results

 

Basic Group Management Policy

 

With a vision of “A world safe for exchanging digital information”, Trend Micro offers solutions to prevent the invasion of viruses and malicious contents into corporate networks and family PCs.

 

Network systems including the Internet are an integral part of corporate activities and home life. On the other hand, the methods viruses use to access computers have become more elaborate and malicious causing serious problems for network users. Furthermore, problems are arising wherein spam and bad URLs diminish the functionality and efficiency of network systems.

 

Against this backdrop, the needs of corporate and individual network users toward security vendors have expanded and intensified. Trend Micro’s role has approached the stage wherein the company goes beyond merely developing and selling security products but also combines services to offer a more effective security solution. Through this form of business Trend Micro is contributing to the development of a digital society in Japan and around the world.

 

Basic Profit Distribution Policy

 

In order to maintain competitiveness and to respond to changes in this volatile business environment, Trend Micro places importance on accumulating internal holdings and building a strong financial base. Accordingly, the company had chosen not to pay dividends with the exception of the commemorative dividend in fiscal 1998 when Trend Micro went public.

 

However, the company has enjoyed growth in income as a result of expansion of its business over the past few years. This growth has led to the company having ample internal holdings making it possible to pay dividends while still bolstering its financial position. Accordingly, Trend Micro is planning to pay dividends from this fiscal year. Initially the company plans to set 20 percent of consolidated net income as a base for the dividends. The company will decide the dividends per share in consideration of its stock repurchase plan and the retained earnings available for dividends within the limits set by the Japanese Commercial Code.

 

This fiscal year the company plans to pay 1,829 million yen in dividends (14 yen per share), equivalent to approximately 20 percent of the company’s consolidated net income of 9,250 million yen.

 

Approach Regarding Minimum Trading Unit Price

 

Trend Micro recognizes that retaining stock liquidity is an important issue. The current level of liquidity is not seen as a problem and the company does not consider a costly lowering of the minimum trading unit to be beneficial to all stockholders.

 

Trend Micro intends to review its minimum trading unit while considering the effect on share liquidity and whether it is beneficial to shareholders.

 

Corporate Governance

 

Trend Micro’s management system recognizes the importance of transparent and sound management and being able to swiftly respond to changes in the industry.

 

There are four members of the board in a framework that promotes swift decision-making and functionality. One of the members of the board was appointed from outside the company to bolster the monitoring capacity of the board.

 

On the executive side, Trend Micro conducts business in over 20 countries around the world through its subsidiaries and the management policy decisions made by the board permeate through the entire group and are reflected in actual day to day business. The company has a system wherein the board selects executives for each business division to be responsible for carrying duties.

 

To facilitate neutral monitoring of the management and actions of the board all four members of the board of auditors are external auditors.

 

In addition, Trend Micro has established a function in the Corporate Affaires Department to mange corporate governance and internal control of the overall group, with specialized persons performing management and supervision. Specific activities include the investigation of internal control environments of overseas subsidiaries, clarification and improvement of the functions of the Board of Auditors to external auditors and the Board of Directors, improvement of client credit control processes. Furthermore, in this fiscal year, the company has established a Code of Ethics to be applied to the CEO (Chief Executive Officer), CFO (Chief Financial Officer) and Regional Financial Controllers in the major regions of its group, encouraging compliance to regulations, and faithful and ethical actions in each country throughout the world. At the same time, the company is ensuring the establishment of systems in the process of the disclosure, which allow for information within the group to be gathered accurately and sufficiently and disclosed in a fair and timely manner.

 

Trend Micro is also listing on the NASDAQ in the U.S. and are subject to the Sabarnes Oxley Act in the U. S. and relevant NASDAQ’s corporate governance rules enacted after corporate scandals such as Enron’s Affairs, but aims further to establish internal control systems that strengthen our unique global corporate management beyond walls of time, space and culture.

 

Issues Facing the Company

 

There have been many technological advances in the world of computers and computer networking. Viruses and antivirus products have also seen several dramatic changes and it is thought that this trend will continue.

 

In the time when standalone computers were the norm the source of viruses was limited to floppy disks and other similar media. In a corporate network environment, viruses spread through shared files on servers and then when that network is connected to the internet email viruses and the like emerge.

 

Antivirus products respond to these changes in the way viruses spread and there are now products for protecting standalone PCs, network file servers and to prevent infection from viruses at the internet connection point (gateway) of a corporate network.

 

Recently, there have been new types of viruses emerging such as CodeRed and NIMDA in 2001 and MSBLAST, which wreaked havoc in fiscal 2003, all leading to a greater demand for new antivirus solutions. For these viruses, which single out security holes in operating systems and infect them without the user’s knowledge, the conventional method of downloading the virus pattern file then searching and removing to eliminate the virus is no longer sufficient.

 

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Table of Contents

As a solution to combat these new types of viruses, Trend Micro has come up with a new antivirus concept—the Trend Micro Enterprise Protection Strategy. The current version, which was completed in fiscal 2003 with independently developed technology by Trend Micro, has functions to prevent the spread of viruses such as the interception at specific ports and the stopping of specific subject lines in email and specific names of files. Furthermore there are functions, which restore changed systems and registries.

 

In the future it has been pointed out that advances in wireless communications technology, increased use of broadband connections and the gathering of popularity by new operating systems such as Linux are bringing about changes in the current network environment. Trend Micro realizes the importance of leading the field with independently developed product technology and new solutions to keep ahead of these changes.

 

On the other hand, sales and marketing divisions are expanding sales channels to small and medium size companies in North America and Europe. In addition, Trend Micro intends to bolster its sales and marketing organization in the emerging markets of China and Europe (excluding the U.K., Germany and France), which show great potential. These efforts will lead to further growth of the company.

 

Financial Results

 

With the war in Iraq and the SARS epidemic, the world economy remained unstable in fiscal 2003 affecting any real economic recovery in the world.

 

In the business environment of Trend Micro in the mid to long term continuous network promotion and revision of backbone systems especially for network security by companies, which is forecast to have a high priority for investment, will lead to favorable results. However, in fiscal 2003, it could not be said that capital investment including corporate investment in IT has reached the favorable level it was several years previously. The business environment of fiscal 2003 could by no means be thought of as acting as a tailwind to help the efforts of Trend Micro.

 

It was against this backdrop that in Japan sales of the consumer-targeted Virusbuster series and the corporate-targeted antivirus products for file servers and client PCs grew.

 

In North America, large-scale corporate spending on security has not fully recovered, causing difficulties during the first half of fiscal 2003. However in the English-speaking countries, where spam mail is a serious problem, sales of services and products combating this problem soared. Additionally the efforts of the sales department which pushed for the move to indirect selling through resellers began to bear fruit in the second half of fiscal 2003 increasing revenue for the year.

 

In Europe, antivirus products for upper hierarchy levels of the network such as gateway servers and mail servers continued to increase their sales for this semi-annual period, and sales of products for file servers and client PCs also increased as we expanded our customer segments to medium-sized enterprises.

 

As a result, consolidated net sales for this fiscal year amounted to 48,088 million yen (up 11.9 percent from the previous year).

 

Operating expenses rose from an increase in employee numbers over the entire company to 29,766 million yen (up 11.2 percent from the previous year ), resulting in a consolidated operating income of 15,153 million yen (up 9.3 percent from the previous year) and a net consolidated income of 9,250 million yen (up 19.9 percent from the previous year) for fiscal 2003.

 

Cash Flows

 

Cash flows from operating activities for this fiscal year increased by 15,666 million yen because of net income of 9,250 million yen for the period, etc., while cash flows from investing activities decreased by 9,453 million yen because of purchasing securities, etc. Cash flows from financing activities decreased by 6,811 million yen because of the redemption of our bonds, etc. As a result of adding effect of exchange rate changes, the balance of cash and cash equivalents as of end of the fiscal year 2003 amounted to 46,719 million yen decreased by 1,111 million yen from at the end of the previous fiscal year.

 

Forecast

 

In this business environment surrounding Trend Micro, change is often sudden and dramatic which makes it difficult to calculate a reliable forecast. Instead, Trend Micro announces a forecast for each quarter at the time of announcing the results of the quarter just finished.

 

If we found through our calculation conducted from time to time that revised projected net sales fluctuate from the most recent quarterly projection by more than 10%, or revised projected operating income or net income fluctuates by more than 30%, we will announce the revision of the earnings projection.

 

Forecast for the first quarter of the fiscal year 2004 (from January 1, 2004 to March 31, 2004)

 

Consolidated net sales  

12,200 million yen

Consolidated operating income  

  3,600 million yen

Consolidated net income  

  2,100 million yen

 

The above figures are based on the following estimated currency rates:

 

Exchange Rates: USD 1=JPY 106, Euro 1= JPY 132

 

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Table of Contents

3 CONSOLIDATED FINANCIAL STATEMENTS

 

(1) CONSOLIDATED BALANCE SHEETS

 

 

           (Thousands of yen)  

Account


   December 31,
2002


   

December 31,

2003


 

<Assets>

            

Current assets:

            

Cash and cash equivalents

   47,829,821     46,718,940  

Time deposits

   65,722     440,323  

Marketable securities

   2,747,471     10,253,029  

Notes and accounts receivable, trade

   12,287,078     12,705,191  

Allowance for doubtful accounts and sales returns

   (962,037 )   (1,023,734 )

Inventories

   363,848     77,950  

Deferred income taxes

   4,044,672     4,896,909  

Prepaid expenses and other current assets

   798,243     1,397,821  
    

 

Total current assets

   67,174,818     75,466,429  
    

 

Investments and other assets:

            

Securities investments

   690,732     624,778  

Investment in and advances to affiliated companies

   96,117     119,591  

Software development costs

   936,058     505,616  

Other intangibles

   361,028     311,756  

Deferred income taxes

   1,548,313     1,804,238  

Other

   1,086,254     734,533  
    

 

Total investments and other assets

   4,718,502     4,100,512  
    

 

Property and equipment:

            

Office furniture and equipment

   2,619,820     2,823,506  

Other properties

   1,101,268     1,038,524  
    

 

     3,721,088     3,862,030  

Less: Accumulated depreciation

   (1,776,409 )   (2,157,884 )
    

 

Total property and equipment

   1,944,679     1,704,146  
    

 

Total assets

   73,837,999     81,271,087  
    

 

 

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Table of Contents

 

           (Thousands of yen)  

Account


  

December 31,

2002


   

December 31,

2003


 

<Liabilities and shareholders’ equity>

            

Current liabilities:

            

Current portion of long-term debt

   5,000,000     6,500,000  

Notes payable, trade

   85,035     96,204  

Accounts payable, trade

   1,014,215     899,508  

Accounts payable, other

   1,201,675     1,326,244  

Withholding income taxes

   183,663     490,315  

Accrued expenses

   1,807,241     1,984,175  

Accrued income and other taxes

   4,089,169     4,280,797  

Deferred revenue

   13,484,252     17,486,298  

Other

   573,068     557,050  
    

 

Total current liabilities

   27,438,318     33,620,591  
    

 

Long-term liabilities:

            

Long term debt

   6,500,000     —    

Deferred revenue

   2,188,460     3,017,105  

Accrued pension and severance costs

   356,044     487,409  

Other

   210,947     194,185  
    

 

Total long-term liabilities

   9,255,451     3,698,699  
    

 

Shareholders’ equity:

            

Common stock

            

Authorized

            

-December 31, 2002 250,000,000 shares (no par value)

            

-December 31, 2003 250,000,000 shares (no par value)

            

Issued

            

-December 31, 2002 132,503,417 shares

   7,257,060        

-December 31, 2003 132,620,100 shares

         7,396,194  

Additional paid-in capital

   13,021,554     13,165,881  

Retained earnings

   18,986,701     28,236,466  

Accumulated other comprehensive income

            

Net unrealized gain (loss) on debt and equity securities

   (83,877 )   70,965  

Cumulative translation adjustments

   285,079     (500,946 )
    

 

     201,202     (429,981 )
    

 

Treasury stock, at cost

            

-December 31, 2002    820,442 shares

   (2,322,287 )      

-December 31, 2003 1,958,647 shares

         (4,416,763 )
    

 

Total shareholders’ equity

   37,144,230     43,951,797  
    

 

Total liabilities and shareholders’ equity

   73,837,999     81,271,087  
    

 

 

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Table of Contents

(2) CONSOLIDATED STATEMENTS OF INCOME

 

                 (Thousands of yen)

Account


   For the year ended
December 31, 2002


    For the year ended
December 31, 2003


   

Increase

(Decrease)

%


Net sales

   42,979,637     48,088,347     11.9

Cost of sales

   2,353,862     3,168,467      
    

 

   

Gross profit

   40,625,775     44,919,880     10.6
    

 

   

Operating expenses:

                

Selling

   15,051,702     15,360,532      

Research and development

   3,505,565     3,919,024      

Customer support

   3,857,957     4,830,660      

General and administrative

   4,344,433     5,656,168      
     26,759,657     29,766,384      
    

 

   

Operating income

   13,866,118     15,153,496     9.3
    

 

   

Other incomes (expenses):

                

Interest income

   410,245     412,635      

Interest expense

   (277,328 )   (173,830 )    

Loss on sales of marketable securities

   (259,293 )   (65,259 )    

Impairment loss of securities investments

   (804,661 )   (7,360 )    

Foreign exchange gain, net

   52,424     120,650      

Other income (expense), net

   110,778     (111,345 )    
    

 

   
     (767,835 )   175,491      

Income before income taxes and equity in gain of affiliated companies

   13,098,283     15,328,987     17.0
    

 

   

Income taxes:

                

Current

   6,938,456     7,437,576      

Deferred

   (1,542,750 )   (1,334,998 )    
    

 

   
     5,395,706     6,102,578      
    

 

   

Income from consolidated companies

   7,702,577     9,226,409     19.8

Equity in gain of affiliated companies

   11,189     23,623      
    

 

   

Net income

   7,713,766     9,250,032     19.9
    

 

   

Per share data:

                
     Yen

    Yen

     

Net income

                

-Basic

   58.39     70.11     20.1

-Diluted

   58.22     69.95     20.1
    

 

   

 

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(3) CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

           (Thousands of yen)  

Account


   For the year
ended
December 31,
2002


   

For the year

ended
December 31,

2003


 

Net income

   7,713,766     9,250,032  
    

 

Other comprehensive income (loss), net of tax:

            

Unrealized gains (losses) on debt and equity securities:

            

Unrealized holding gains (loss) arising during period

   (191,661 )   135,323  

Less reclassification adjustment for losses(gains) included in net income

   507,954     132,701  
    

 

     316,293     268,024  

Foreign currency translation adjustments

   (563,794 )   (786,025 )
    

 

Other comprehensive income, before tax

   (247,501 )   (518,001 )

Income tax expense related to items of other comprehensive income

   (89,690 )   (113,182 )
    

 

Other comprehensive income, net of tax

   (337,191 )   (631,183 )
    

 

Comprehensive income

   7,376,575     8,618,849  
    

 

 

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(4) CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

 

(Thousands of yen)

 

Account


   For the year ended
December 31,2002


    For the year ended
December 31,2003


 

<Common stock>

            

Balance at beginning of period

   6,833,678     7,257,060  

Exercise of stock purchase warrants and stock acquisition rights

   423,382     139,134  
    

 

Balance at end of period

   7,257,060     7,396,194  
    

 

<Additional paid-in capital>

            

Balance at beginning of period

   12,144,908     13,021,554  

Tax benefit from exercise of non-qualified stock warrants

   459,743     5,192  

Loss on sales of treasury stock, net of tax

   (6,466 )   —    

Exercise of stock purchase warrants and stock acquisition rights

   423,369     139,135  
    

 

Balance at end of period

   13,021,554     13,165,881  
    

 

<Retained earnings>

            

Balance at beginning of period

   11,277,576     18,986,701  

Net income

   7,713,766     9,250,032  

Stock issue costs, net of tax

   (4,641 )   (267 )
    

 

Balance at end of period

   18,986,701     28,236,466  
    

 

<Net realized gain (loss) on debt and equity securities>

            

Balance at beginning of period

   (310,480 )   (83,877 )

Net change during the period

   226,603     154,842  
    

 

Balance at end of period

   (83,877 )   70,965  
    

 

<Cumulative translation adjustments>

            

Balance at beginning of period

   848,873     285,079  

Aggregate translation adjustments for the period

   (563,794 )   (786,025 )
    

 

Balance at end of period

   285,079     (500,946 )
    

 

<Treasury stock, at cost>

            

Balance at beginning of period

   (28,529 )   (2,322,287 )

Purchase of treasury stock

   (2,300,224 )   (2,094,476 )

Sales of treasury stock

   6,466     —    
    

 

Balance at end of period

   (2,322,287 )   (4,416,763 )
    

 

Total shareholders’ equity

   37,144,230     43,951,797  
    

 

 

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Table of Contents

(5) CONSOLIDATED STATEMENTS OF CASH FLOWS

 

           (Thousands of yen)  

Account


  

For the year
ended
December 31,

2002


   

For the year

ended

December 31,

2003


 

Cash flows from operating activities:

            

Net income

   7,713,766     9,250,032  

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

            

Depreciation and amortization

   1,910,246     2,266,356  

Pension and severance costs, less payments

   82,007     140,661  

Deferred income taxes

   (1,542,750 )   (1,334,998 )

Loss on sales of marketable securities

   259,293     65,259  

Impairment of securities investments

   804,661     7,360  

Equity in gain of affiliated companies

   (11,189 )   (23,623 )

Changes in assets and liabilities:

            

Increase in deferred revenue

   5,608,143     5,036,872  

Increase in accounts receivable, net of allowances

   (118,016 )   (446,201 )

(Increase) decrease in inventories

   (137,030 )   278,751  

Decrease in notes and accounts payable, trade

   (201,989 )   (52,021 )

Increase in accrued income and other taxes

   730,629     193,227  

Decrease (increase) in other current assets

   141,170     (67,898 )

Decrease in accounts payable, other

   (171,645 )   (11,962 )

Increase in other current liabilities

   96,567     602,296  

Increase in other assets

   (361,945 )   (324,879 )

Other

   (58,822 )   87,072  
    

 

Net cash provided by operating activities

   14,743,096     15,666,304  
    

 

Cash flows from investing activities:

            

Payments for purchases of property and equipment

   (811,632 )   (715,901 )

Software development cost

   (1,025,516 )   (793,361 )

Payments for purchases of other intangibles

   (306,573 )   (265,969 )

Proceeds from sales of marketable securities

   292,607     2,945,331  

Payments for purchases of marketable securities and security investments

   (1,326,512 )   (10,248,908 )

Proceeds from / (Payments for) time deposits

   5,046     (374,601 )
    

 

Net cash used in investing activities

   (3,172,580 )   (9,453,409 )
    

 

Cash flows from financing activities:

            

Issuance of common stock pursuant to exercise of stock warrants

   842,110     278,002  

Tax benefit from exercise of non-qualified stock warrants

   459,743     5,192  

Proceeds from issuance of bonds

   4,000,000     —    

Purchase of treasury bonds

   (4,008,800 )   —    

Redemption of bonds

   (3,000,000 )   (5,000,000 )

Purchase of treasury stock, net

   (2,293,758 )   (2,094,476 )

Other

   (6,744 )   —    
    

 

Net cash used in financing activities

   (4,007,449 )   (6,811,282 )
    

 

Effect of exchange rate changes on cash and cash equivalents

   (515,896 )   (512,494 )
    

 

Net increase (decrease) in cash and cash equivalents

   7,047,171     (1,110,881 )

Cash and cash equivalents at beginning of period

   40,782,650     47,829,821  
    

 

Cash and cash equivalents at end of period

   47,829,821     46,718,940  
    

 

Supplementary information of cash flow:

            

Payment for interest expense

   307,999     151,623  

Payment for income taxes

   5,835,904     7,102,721  

 

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NOTES TO CONSOLIDATED FINANCIAL INFORMATION

 

1. Accounting Principles, Accounting Procedures and Methods for Presenting Consolidated Financial Statements

 

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), including Accounting Principles Board Opinion (“APB”), Statement of Financial Accounting Standards (“FAS”), Emerging Issues Task Force Consensus (“EITF”) and the American Institute of Certified Public Accountants Statement of Position (“SOP”). The company listed on the NASDAQ in July 1999, and prepares its consolidated financial statements pursuant to the terminology, forms and preparation methods required in order to issue American Depositary Shares, which are registered with the U.S. Securities and Exchange Commission. The company and its domestic subsidiaries maintain their books and records in conformity with accounting principles and practices generally accepted in Japan (“Japanese GAAP”), and its foreign subsidiaries in conformity with those of the country of their domicile. The consolidated financial statements presented herein have been prepared in a manner and reflect certain adjustments that are necessary to conform them with U.S. GAAP.

 

The significant differences between accounting principles, accounting procedures and methods of presentation which are adopted by the company and its subsidiaries and those in Japan are as follows. However, the approximate amount of each effect on income before income taxes under Japanese GAAP is immaterial.

 

(1) The Company and subsidiaries account for the retirement benefit plan in accordance with FAS No. 87 “Employers’ Accounting for Pensions”.

 

The difference, when FAS No. 87 is first applied, shall be amortized on a straight-line basis over the average remaining service period. However, the Company’s financial statement is prepared in local Japan GAAP, and following the Japan GAAP, we have amortized all the amount of difference initially in the first year of application.

 

(2) Disclosure of unusual profit and loss

 

In Japan GAAP, the loss on disposal of fixed assets is accrued in “unusual profit and loss”. We have disclosed this amount in “Other incomes (expenses)” in our financial statement.

 

(3) Common stock issue costs

 

Common stock issue costs are directly charged to retained earnings, net of tax, in the accompanying consolidated financial statements as the Japanese Commercial Code prohibits charging such stock issue costs to capital accounts, which is the prevailing practice in the United States of America.

 

2. Summary of significant accounting policies

 

(1) Basis of consolidation

 

The consolidated financial statements include the accounts of the parent company and those of its majority-owned subsidiaries. All intercompany transactions and accounts are eliminated on consolidation.

 

Investments in affiliated companies (20 to 50 percent-owned companies) in which the ability to exercise significant influence exists are stated at cost plus the equity in undistributed earnings (losses). Net consolidated income includes the company’s equity in the current net earnings (losses) of such companies, after elimination of unrealized intercompany profit.

 

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Consolidated subsidiaries:

 

All subsidiaries which are composed of the following 17 companies are consolidated:

 

Trend Micro Incorporated (Taiwan)

Trend Micro Inc. (USA)

Trend Micro Korea Inc.

Trend Micro Italy S.r.l.

Trend Micro Deutschland Gmbh (Germany)

Trend Micro Australia Pty. Ltd

Trend Micro do Brasil Ltda. (Brazil)

Trend Micro France

Trend Micro Hong Kong Limited

Trend Micro Incorporated Sdn.Bhd. (Malaysia)

Trend Micro (UK) Limited

Trend Micro Latinoamerica S.A.de C.V. (Mexico)

Trend Micro (NZ) Limited (Newzealand)

ipTrend Incorporated (Taiwan)

Trend Micro (China) Incorporated (China)

Trend Micro (EMEA) Limited (Ireland)

Servicentro TMLA, S.A.de C.V. (Mexico)

 

  *Trend Micro (Shanghai) Inc has changed its name to Trend Micro (China) Incorporated in 2003.

 

  Trend Micro Incorporated Sdn.Bhd. (Malaysia) and ipTrend Incorporated (Taiwan) are in the process of liquidation.

 

Affiliated companies:

 

Equity method is applied to investments in affiliated companies, which are composed of the following 3 companies.

 

Soft Trend Capital Corporation (Japan)

JCN Co., Ltd (Japan)

Net STAR, Inc. (Japan)

 

(2) Translation of foreign currencies

 

All asset and liability accounts of foreign subsidiaries are translated into Japanese yen at year-end rates of exchange and all income and expense accounts are translated at rates of exchange that approximate to those prevailing at the time of the transactions. The resulting translation adjustments are accumulated as a separate component of shareholders’ equity.

 

Foreign currency denominated receivables and payables are translated into Japanese yen at year-end rates of exchange and the resulting translation gains or losses are taken into current income.

 

(3) Revenue recognition

 

The Company’s revenue is derived primarily from product revenue, which includes software product license and post- contract customer support services. Other revenue is composed of hardware revenue, royalty revenue and supplementary services. Royalty revenue is represented by the fee via ‘Application service provider’ and ‘Internet service provider’ and supplementary services is represented by the services based on ‘Premium support program’ and ‘Service level agreement’. Product revenue includes the type of limited sales of our products to other companies for inclusion in their products.

 

The Company licenses its software products under perpetual licenses. The Company sells its products and services via its direct sales force and through domestic and foreign intermediaries.

 

The Company applies the provisions of SOP 97-2, “Software Revenue Recognition”, as amended by SOP 98-9 “Modification of SOP 97-2, Software Revenue Recognition, With Respect to Certain Transactions” to all transactions involving the sale of software products and hardware transactions where software is not incidental. For hardware transactions where software is not incidental, the Company does not bifurcate the fee and apply separate accounting guidance to the hardware and software elements.

 

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Revenue from the Company’s software product license and hardware where software is not incidental is recognized when persuasive evidence of an arrangement exists, the product has been delivered, the fee is fixed and determinable, and collection of the resulting receivable, net of allowances for doubtful accounts and sales returns, is reasonably assured. Post-contract customer support services revenue which includes virus pattern updates, product version updates, telephone and online technical support and free use of our 24-hour service centers and supplementary services revenue are deferred and recognized ratably over the service period. The Company allocates revenue to post-contract customer support services based on the fair value of the post-contract customer support services, which are determined based on separate sales of renewals to customers. Royalty revenue is recognized as earned unless collection of the related receivables is not assured and it is recognized upon receipt of cash if collection is not assured.

 

For all sales, the Company uses either a binding purchase order or signed license agreement as evidence of an arrangement. Sales through our intermediaries are evidenced by a master agreement governing the relationship together with binding purchase orders on a transaction by transaction basis.

 

At the time of the transaction, the Company assesses whether the fee associated with our revenue transactions is fixed and determinable and whether or not collection is reasonably assured. The Company assesses whether the fee is fixed and determinable based on the payment terms associated with the transaction. If a significant portion of a fee is due after our normal payment terms, which are 30 to 90 days from the invoice date, the Company accounts for the fee as not being fixed and determinable. In these cases, the Company recognizes revenue as the fees become due. The Company assesses collection based on a number of factors, including past transaction history with the customer and the credit-worthiness of the customer. The Company does not request collateral from our customers. If the Company determines that collection of a fee is not reasonably assured, the Company defers the fee and recognizes revenue at the time collection becomes reasonably assured, which is generally upon receipt of cash.

 

The Company recognizes revenue from sales to intermediaries when products have been delivered. At this time it depends on each transaction whether the Company or the intermediaries have either a binding purchase order or signed license agreement of their end-users. After sale, the Company may approve certain returns from intermediaries or end-users. Therefore, the Company makes an estimate of returns from intermediaries or end-users based on its historical experience. The provision for estimated returns is recorded as a reduction to revenue. It is ordinary that returns from intermediaries result from holding neither a binding purchase order nor signed license agreement of their end-users. These returns primarily result from retail package sales.

 

(4) Cash and cash equivalents

 

Cash and cash equivalents include cash on hand, cash on deposit with banks and all highly liquid investments, with original maturities of three months or less, that are readily convertible to known amounts of cash and are so near maturity that they present insignificant risk of changes in value because of changes in interest rates.

 

(5) Marketable securities

 

Marketable securities consist of debt and equity securities. Debt and equity securities designated as available-for-sale are carried at fair value with unrealized gains or losses included as a component of shareholders’ equity, net of applicable taxes. Debt securities designated as held-to-maturity are carried at amortized cost. Individual securities classified as either available-for-sale or held-to-maturity are reduced to net realizable value for other than temporary declines in market value. Realized gains and losses, which are determined on the average cost method, are reflected in income.

 

(6) Inventories

 

Finished products and raw materials are valued at the lower of weighted average cost or net realizable value. Work in process is stated at accumulated production costs.

 

(7) Property and equipment

 

Property and equipment are stated at cost. Major renewals and improvements are capitalized; minor replacements, maintenance and repairs are charged to current operations. Depreciation of property and equipment is computed on the declining-balance method for the parent company and on the straight-line method for foreign subsidiaries at rates based on estimated useful lives of the assets according to general class, type of construction and use. Estimated useful lives range from 3 to 5 years for office furniture and equipment, and from 4 to 24 for other properties.

 

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(8) Goodwill and intangibles

 

The Company adopts FAS No.142 “Goodwill and Other Intangible Assets”. FAS No.142 eliminates the amortization of goodwill, requires annual impairment testing of goodwill and introduces the concept of indefinite life intangible assets. Although FAS No.142 requires to perform an impairment test, the Company did not have any goodwill balances as of December 31, 2002 and December 31, 2003, respectively.

 

Intangibles, which mainly consist of software development costs and purchased software, are amortized on a straight-line basis over the current estimated economic lives of the products, generally up to a twelve-month period for software development costs and a five-year period for purchased software and other intangibles.

 

(9) Long-lived assets

 

The Company adopts FAS No.144 “Accounting for the Impairment or Disposal of Long-Lived Assets”. FAS No. 144 addresses significant issues relating to the implementation of FAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of”, and develops a single accounting model, based on the framework established in FAS No. 121 for long-lived assets to be disposed of by sale, whether such assets are or are not deemed to be a business. FAS No. 144 also modifies the accounting and reporting rules for discontinued operations.

 

(10) Research and development costs and software development costs

 

All costs relating to research and development, to establish the technological feasibility of software products, are expensed as incurred. Under the Company’s software development process, technological feasibility is established on completing all substantial testing for the original English language version of the software. Local language versions of software, such as Japanese or Chinese, are produced from the English language version, by adding Japanese language or Chinese language related functions. Production costs for such local language versions of software product masters, incurred subsequent to the availability of original English language version software, are capitalized. Production costs of the local language software product masters, which include direct labor and overhead costs, are amortized to cost of sales using the straight-line method over the current estimated economic lives of the products, generally up to twelve months.

 

Management considers the Company’s capitalized software development costs to be fully recoverable from future product sales. Management estimates are based upon supporting facts and circumstances, and may be significantly impacted based upon subsequent changes in business conditions.

 

(11) Advertising costs

 

Advertising costs are expensed as incurred.

 

(12) Stock-based compensation

 

The Company accounts for its stock-based incentive awards in accordance with the intrinsic value method as per APB No. 25, “Accounting for Stock Issued to Employees.” The Company complies with the disclosure provisions of FAS No. 123, “Accounting for Stock-Based Compensation”.

 

In December 2002, FASB issued FAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure—an amendment of FASB Statement No. 123.” FAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation.

 

Further, FAS No. 148 amends the disclosure requirements of FAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. From the fiscal year beginning January 1, 2002, the Company adopted this standard.

 

(13) Income taxes

 

The current provision for income taxes is computed based on the pretax income included in the consolidated statement of income. The asset and liability approach is used to recognize deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred assets (including deferred tax assets and liabilities on net unrealized gain or loss on debt and equity securities) of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.

 

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(14) Derivative financial instruments

 

The Company has a policy not to utilize any derivative financial instruments with off-balance sheet risk. In accordance with the policy, the parent company and its subsidiaries did not employ any derivative financial instruments.

 

However ipTrend, which was acquired in 2000, had entered into an interest rate swap arrangement and a cap arrangement to manage its exposure to interest rate movements by effectively converting a portion of its debt from fixed to variable rates. Subsequent to the acquisition in 2000, ipTrend repaid the underlying hedged debt without settling the interest rate swap and cap arrangements. In 2001, the parent company assumed an interest rate swap and cap arrangements upon the liquidation of ipTrend in December 2001. Those arrangements, which did not qualify for hedge accounting, were marked to market.

 

The Company adopted FAS No.133 “Accounting for Derivative Instruments and Hedging Activities,” as amended by FAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities.” FAS No.133, as amended, establishes accounting and reporting standards for derivative instruments. Specifically, FAS No.133 requires an entity to recognize all derivatives, including certain derivative instruments embedded in other contracts, as either assets or liabilities in the balance sheet and to measure those instruments at fair value. Additionally, the fair value adjustments will affect either shareholders’ equity or net income depending on whether the derivative instrument qualifies as a hedge for accounting purposes and, if so, the nature of the hedging activity.

 

(15) Net income per share

Basic net income per share is computed based on the average number of shares of common stock outstanding for the period. Diluted net income per share assumes the dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, or resulted in the issuance of common stock. Net income per share is appropriately adjusted for any stock splits or free distributions of common stock.

 

(16) Free distribution of common stock

 

On occasion, the Company made a free distribution of common stock to its shareholders which was accounted for either by a transfer of the applicable par value from additional paid-in capital to the common stock account or with no entry if free shares were distributed from the portion of previously issued shares accounted for as excess of par value in the common stock account in accordance with the Japanese Commercial Code. However, as a result of the amendments to the Japanese Commercial Code in 2001 where the concept of par-value of shares was eliminated effective from October 1, 2001, a free distribution of common stock to its shareholders is accounted for with no accounting entry. Under the Japanese Commercial Code, a stock dividend which is paid out of profits can be effected by an appropriation of retained earnings to the common stock account by resolution of the general shareholders’ meeting, followed by a free distribution with respect to the amount as appropriated by resolution of the Board of Directors.

 

(17) Common stock issue costs

 

Common stock issue costs are directly charged to retained earnings, net of tax, in the accompanying consolidated financial statements as the Japanese Commercial Code prohibits charging such stock issue costs to capital accounts, which is the prevailing practice in the United States of America.

 

(18) Comprehensive income

 

Other comprehensive income refers to revenues, expenses, gains and losses that under U.S. GAAP are included in comprehensive income but are excluded from net income as these amounts are recorded directly as adjustments to shareholders’ equity. The Company’s other comprehensive income primarily comprises unrealized gains on debt and equity securities and foreign currency translation adjustments.

 

(19) Market and credit risks

 

The anti-virus software market is characterized by rapid technological change and evolving industry standards in computer hardware and software technology. In addition, the markets for the Company’s products are highly competitive and rapidly changing. The Company could incur substantial operating losses if it is unable to offer products, which address technological and market place change in the anti-virus software industry.

 

Other financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash equivalents, marketable securities and accounts receivable. The Company invests primarily in time deposits, money market funds and marketable securities and places its investments with high quality financial institutions. The Company performs ongoing credit evaluations of its customers’ financial condition and maintains an allowance for uncollectible accounts receivable, if any, based upon the expected collectibility of accounts receivable.

 

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3. Per share information (“EPS”)

 

Reconciliation of the differences between basic and diluted EPS for the years ended December 31, 2002 and 2003, is as follows:

 

     Net income

  

Weighted-

average

shares


   EPS

For the year ended December 31, 2002

              
    

Thousands

of yen


  

Thousands

of shares


   Yen

Basic EPS:

              

Net income available to common stock holders

   7,713,766    132,111    58.39
    
  
  

Effect of dilutive securities:

              

Shares issuable from assumed exercise of stock option

   —      383     
    
  
  

Diluted EPS:

              

Net income for computation

   7,713,766    132,494    58.22
    
  
  

 

     Net income

  

Weighted-

average

shares


   EPS

For the year ended December 31, 2003

              
    

Thousands

of yen


  

Thousands

of shares


   Yen

Basic EPS:

              

Net income available to common stock holders

   9,250,032    131,940    70.11
    
  
  

Effect of dilutive securities:

              

Shares issuable from assumed exercise of stock option

   —      295     
    
  
  

Diluted EPS:

              

Net income for computation

   9,250,032    132,235    69.95
    
  
  

 

4. Cash and cash equivalents

 

Cash and cash equivalents as of December 31, 2002 and December 31, 2003 were as follows:

 

          (Thousands of yen)
    

December 31,

2002


  

December 31,

2003


Cash

   46,100,465    44,032,813

Time deposits with original maturities of three months or less

   1,729,356    2,686,127
    
  
     47,829,821    46,718,940
    
  

 

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5. Marketable securities and securities investments

 

Cash equivalents, marketable securities and securities investments include mutual funds and debt and equity securities for which the aggregate fair value, gross unrealized gains and losses and cost pertaining to “available-for-sale” investments as of December 31, 2002 and December 31, 2003, were as follows:

 

< Available for sale: >                                       (Thousands of yen)
     December 31, 2002

   December 31, 2003

     Cost

   Gains

   Losses

   Fair value

   Cost

   Gains

   Losses

   Fair value

Mutual funds

   536,380    —      —      536,380    4,142,902    63,213    —      4,206,115

Debt securities

   2,892,212    —      144,741    2,747,471    6,484,630    71,935    —      6,556,565
    
  
  
  
  
  
  
  

Equity securities

   154,352    —      —      154,352    126,992    —      11,865    115,127
    
  
  
  
  
  
  
  

Total

   3,582,944    —      144,741    3,438,203    10,754,524    135,148    11,865    10,877,807
    
  
  
  
  
  
  
  

 

Proceeds from sales and realized losses on sales of “available-for-sale” securities for the year ended December 31, 2002 were (Yen) 292,607 thousand and (Yen) 259,293 thousand, respectively. Proceeds from sales and realized losses on sales of “available-for-sale” securities for the year ended December 31, 2003 were (Yen) 2,945,331 thousand and (Yen) 65,259 thousand, respectively

 

6. Stock Option

 

Based on the Company’s 2000, 2001 and 2002 incentive plans, the Company issued the following bonds with detachable warrants to SOFTBANK or the public.

 

    

The end of warrant

exercise period


  

Exercise price per share

                                  (Yen)


5 round bond with detachable warrants

   June 19, 2003    7,850

6 round bond with detachable warrants

   March 12, 2004    5,675

7 round bond with detachable warrants

   May 28, 2004    5,760

8 round bond with detachable warrants

   November 12, 2004    2,590

9 round bond with detachable warrants

   April 11, 2006    3,450

 

Upon issuance of each bond, the Company bought all of the warrants and distributed such instruments to the directors and certain employees of the Company and its subsidiaries as a part of their remuneration.

 

These transactions were accounted for as issuance of debt to SOFTBANK or the public, as an issuance of warrants to the directors and certain employees of the Company and its subsidiaries. The issuance of warrants to the directors and employees was accounted for under APB No. 25.

 

Warrant activity was as follows:

 

    

Thousands of shares

represented by warrants


 

Outstanding at December 31, 2001

   6,292  

Granted

   1,159  

Exercised

   (451 )

Redeemed

   (1,759 )

Cancelled

   (1 )

Outstanding at December 31, 2002

   5,240  

Granted

   —    

Exercised

   (50 )

Redeemed

   (637 )

Cancelled

   —    

Outstanding at December 31, 2003

   4,553  

 

The grants based on 5 round, 6 round, 7 round, 8 round, and 9 round bonds with detachable warrants did not result in deferred compensation.

 

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In July 1999, the subsidiary in the United States introduced the U.S. program of the Company’s incentive plan. Under the U.S. program, STG Incentive Company L.L.C., a Delaware limited company organized for the program by three principal shareholders of the Company, grants stock options to purchase shares of the Company’s common stock, which vest one year from the date of grant and which are exercisable for the 3 years subsequent to the vesting date, to directors and certain employees of the subsidiary in the United States. The grants of options to the directors and employees were accounted for under APB 25. Option activity under the U.S. program was as follows:

 

    

Thousands of shares

represented by

the U.S. program


 

Outstanding at December 31, 2001

   1,462  

Granted

   —    

Exercised

   (112 )

Redeemed

   —    

Cancelled

   —    

Outstanding at December 31, 2002

   1,350  

Granted

   —    

Exercised

   —    

Redeemed

   (1,350 )

Cancelled

   —    

Outstanding at December 31, 2003

   —    

 

The exercise price per share for the options granted was determined as equivalent to the fair market value of the Company’s shares at the time of the grants. The weighted average exercise price per share for the option which is redeemed July 2003 was (Yen) 2,980 Consequently, the grants of the option did not result in deferred compensation.

 

Based on the resolution at the shareholders’ meeting on March 27, 2001, the Company introduced an incentive stock option plan as subscription right method, which qualified under Article 280-19 of the unrevised Japanese Commercial Code. In accordance with the terms of this plan, the Company granted options to purchase up to 724,500 shares of the Company’s common stock to certain directors and employees of the Company and its subsidiaries on May 16, 2001. The options granted are exercisable from April 1, 2002 through March 31, 2009. Option activity under this plan was as follows:

 

    

Thousands of shares

represented by

subscription right


Outstanding at December 31, 2001

   707

Granted

   —  

Exercised

   —  

Redeemed

   —  

Cancelled

   —  

Outstanding at December 31, 2002

   707

Granted

   —  

Exercised

   —  

Redeemed

   —  

Cancelled

   —  

Outstanding at December 31, 2003

   707

 

The grants of options to the directors and employees were accounted for under APB No. 25. The exercise price per share for the options granted of (Yen) 5,760 was determined as equivalent to the fair market value of the Company’s share at the time of the grants. Consequently, the grant of the options did not result in deferred compensation.

 

Based on the resolution of the extraordinary general shareholders’ meeting of the Company on September 12, 2002, Trend Micro adopted at the meeting of the board of directors on February 4, 2003 the following resolutions regarding Stock acquisition rights to be issued to the directors and employees of the Company and its subsidiaries in order to introduce the stock option plan. In accordance with the terms of this plan, the Company granted options to purchase up to 1,999,500 shares of the Company’s common stock to certain directors and employees of the Company and its subsidiaries on February 12,2003. The options granted are exercisable from November 1, 2003 through October 31, 2007.

 

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Based on the resolution of the fourteenth ordinary general shareholders’ meeting of the Company on March 26, 2003, Trend Micro adopted at the meeting of the board of directors on May 20, 2003 the following resolutions regarding Stock acquisition rights to be issued to the directors and employees of the Company and its subsidiaries in order to introduce the stock option plan. In accordance with the terms of this plan, the Company granted options to purchase up to 2,500,000 shares of the Company’s common stock to certain directors and employees of the Company and its subsidiaries on May 28, 2003. The options granted are exercisable from May 28, 2004 through May 27, 2008.

 

Based on the resolution of the fourteenth ordinary general shareholders’ meeting of the Company on March 26, 2003, Trend Micro adopted at the meeting of the board of directors on November 6, 2003 the following resolutions regarding Stock acquisition rights to be issued to the directors and employees of the Company and its subsidiaries in order to introduce the stock option plan. In accordance with the terms of this plan, the Company granted options to purchase up to 1,500,000 shares of the Company’s common stock to certain directors and employees of the Company and its subsidiaries on November 14, 2003. The options granted are exercisable from November 14, 2004 through November 13, 2008.

 

Option activity under this plan was as follows:

 

    

Thousands of shares

represented by

Stock acquisition rights


 

Outstanding at December 31, 2002

   —    

Granted

   6,000  

Exercised

   (67 )

Redeemed

   —    

Cancelled

   —    

Outstanding at December 31, 2003

   5,933  

 

The grants of Stock acquisition rights to the directors and employees were accounted for under APB No. 25. The exercise price per share for the rights granted of (Yen) 2,230 issued on February 12, 2003, (Yen) 1,955 issued on May 28, 2003 and (Yen) 2,695 issued on November 14, 2003 was determined as equivalent to the fair market value of the Company’s share at the time of the grants. Consequently, the grant of the Stock acquisition rights did not result in deferred compensation.

 

Certain pro forma disclosures

 

In October 1995, FAS 123 established a fair value based method of accounting for employee stock based compensation. Had compensation cost for the stock options with warrants, the stock options under the U.S. program, the stock options with subscription right which qualified under Article 280-19 of the unrevised Japanese Commercial Code, and the stock options with Stock acquisition rights been determined based on the fair value at the grant dates, as prescribed by FAS 123, the Company’s pro forma net income and net income per share would have been as follows:

 

 

     (Thousands of yen, except per share data)
    

For the year ended

December 31, 2002


  

For the year ended

December 31, 2003


Net income:

         

As reported

   7,713,766    9,250,032

Pro forma net income

   6,853,104    7,898,648

Net income per share:

         

As reported—

         

Basic

   58.39    70.11

Diluted

   58.22    69.95

Pro forma net income—

         

Basic

   51.87    59.87

Diluted

   51.72    59.73
    
  

 

The fair values of the stock options with warrants, the stock options under the U.S. program, the stock options with subscription right which qualified under Article 280-19 of the unrevised Japanese Commercial Code, and the stock options with Stock acquisition rights were estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants during the years ended December 31, 2002 and 2003; expected life of 4.0 years, volatility of 18.000% and dividend yield of 0.0% for 2002; expected life of 4.7-5.0 years, volatility of 44.870-60.240% and dividend yield of 0.48-0.66% for 2003 and the risk-free interest rate of 0.361% for options granted during the year ended December 31, 2002 and the rates of ranging from 0.160 % to 0.612% for options granted during the year ended December 31, 2003. The weighted average fair value per share of options granted above during fiscal 2002 and 2003 were (Yen) 518 and (Yen) 777-1,313 respectively.

 

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7. Short-term borrowings and long-term debt

 

At December 31, 2003, the Company had unused lines of credit amounting to (Yen) 700,000 thousand relating to bank overdraft and other short-term loan agreements. Under these overdraft agreements, the Company is authorized to obtain short-term financing at prevailing interest rates for periods not in excess of one year.

 

Long-term debt comprises the following:

 

           Thousands of yen  
    

December 31,

2002


   

December 31

2003


 

Unsecured 2.1% bonds, due 2003 with detachable warrants

   5,000,000     —    

Unsecured 1.75% bonds, due 2004 with detachable warrants

   5,000,000     5,000,000  

Unsecured 1.5% bonds, due 2004 with detachable warrants

   1,500,000     1,500,000  

Unsecured 1.75% bonds, due 2004 with detachable warrants

   6,000,000     6,000,000  

Unsecured 1.9% bonds, due 2006 with detachable warrants

   4,000,000     4,000,000  
    

 

Less—treasury bonds:

   21,500,000     16,500,000  

Unsecured 1.75% bonds, due 2004 with detachable warrants

   (6,000,000 )   (6,000,000 )

Unsecured 1.9% bonds, due 2006 with detachable warrants

   (4,000,000 )   (4,000,000 )
    

 

     11,500,000     6,500,000  

Less—portion due within one year

   (5,000,000 )   (6,500,000 )
    

 

     6,500,000     —    
    

 

 

Based on the Company’s incentive plans, the parent company issued unsecured bonds with detachable warrants and bought all of the warrants at the same time for the purpose of distributing such instruments to the directors and certain employees of the parent company and its subsidiaries as a part of their remuneration.

 

The Japanese Commercial Code, restricts redemptions and extinguishments of these bonds in case the amount of each outstanding bond is less than the aggregate amount of exercise price of each outstanding warrant. Therefore, in order to reduce interest costs, the parent company repurchased a part of the bonds through market with an intention to hold the treasury bonds until they can be extinguished legally. However, as the repurchase transaction is deemed as redemption of the bonds in substance, the treasury bonds are offset with the bonds on the face of consolidated balance sheets. Losses on the repurchase transaction were (Yen) 8,800 thousand and were charged to income as other expenses for the year ended December 31, 2002. There are no repurchase transactions for the year ended December 31, 2003.

 

8. Employee benefit plans

 

Pension and severance plans

 

The parent company has an unfunded retirement allowance plan (“Plan”) covering substantially all of its employees who meet eligibility requirements under the Plan. Under the Plan, employees whose service with the company is terminated are, under most circumstances, entitled to lump-sum severance indemnities, determined by reference to current basic rate of pay, length of service and conditions under which the termination occurs.

 

Effective from March 1, 1998, the Taiwan subsidiary introduced a defined benefit pension plan, which covers substantially all of its employees. Under the plan, only employees who are 55 years or older with services for more than 15 years or who are with services for more than 25 years at the retirement date are entitled to receive benefits. Benefits awarded under the plan are based primarily on current rate of pay and length of service.

 

Effective from July 1, 1998, the parent company’s U.S. subsidiary has a 401(k) retirement plan, which covers substantially all of its employees. Under the plan, employees contribute a certain percentage of their pre-tax salary up to the maximum dollar limitation prescribed by the United States Internal Revenue Code.

 

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Certain other subsidiaries have defined benefit pension plans or retirement plans, which cover substantially all of their employees, under which the cost of benefits is currently funded or accrued. Benefits awarded under these plans are based primarily on current rate of pay and length of service.

 

Information regarding the defined benefit pension plans for the Company and its consolidated subsidiaries is shown below:

 

           (Thousands of yen)  
     December 31, 2002

    December 31, 2003

 

Change in benefit obligation:

            

Benefit obligation at beginning of year

   412,380     573,804  

Service cost

   106,172     183,151  

Interest cost

   12,514     13,951  

Amendments

   —       33,127  

Actuarial (gain) / loss

   69,241     (34,374 )

Benefits Paid

   (13,293 )   (31,436 )

Foreign currency exchange impact

   (13,210 )   (3,901 )
    

 

Projected benefit obligation at end of year

   573,804     734,322  
    

 

Change in plan assets:

            

Fair value of plan assets at beginning of year

   (57,844 )   (76,947 )

Actual return on plan assets

   (1,388 )   (1,163 )

Benefits paid

   13,293     —    

Employer contribution

   (35,393 )   (23,864 )

Foreign currency exchange impact

   4,385     6,652  
    

 

Fair value of plan assets at end of year

   (76,947 )   (95,322 )
    

 

Funded status:

            

Unrecognized prior service cost

   (21,080 )   (51,379 )

Unrecognized net actuarial loss

   (118,310 )   (99,901 )

Unrecognized net transition obligation

   (1,423 )   (311 )
    

 

Accrued benefit cost

   356,044     487,409  
    

 

 

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Weighted-average assumptions as of December 31

 

    

For the year ended

December 31, 2002


   

For the year ended

December 31, 2003


 

Discount rate

   3.54 %   2.47 %

Expected return on plan assets

   5.00 %   4.00 %

Rate of compensation increase

   5.50 %   5.11 %

 

Components of net periodic benefit cost:

 

           (Thousands of yen)  
    

For the year ended

December 31, 2002


   

For the year ended

December 31, 2003


 

Service cost

   106,172     183,151  

Interest cost

   12,514     13,951  

Expected return on plan assets

   (3,334 )   (3,450 )

Amortization of unrecognized transition obligation

   1,112     1,112  

Amortization of prior service cost

   1,154     1,072  

Recognized actuarial loss

   760     4,748  
    

 

Net periodic pension cost

   118,378     200,584  
    

 

 

Under the Japanese Commercial Code and local practice, the Company may make severance payments to a retired director or corporate auditor with shareholder approval, if the Company’s management proposes such payments based on a resolution of the Board of Directors. However, the Company has no intention to make such a proposal. The Company does have an internal formula to determine the amounts of severance payments to corporate auditors if the Company were to make such a proposal for corporate auditors. The Company has not recorded any liabilities relating to severance payments to directors or corporate auditors as of December 31, 2002 and 2003.

 

Post-retirement benefits other than pensions and post-employment benefits

 

The Company does not provide health care or life insurance benefits to retired employees, nor does it provide benefits to former or inactive employees after employment but before retirement.

 

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9. Income taxes

 

Reconciliation of the differences between the statutory tax rate and the effective income tax rate is as follows:

 

    

For the year ended

December 31, 2002


   

For the year ended

December 31, 2003


 

Statutory tax rate:

   42.1 %   42.1 %

Increase (reduction) in rate resulting from—

            

Different tax rates applied to foreign subsidiaries

   (2.4 )   (1.3 )

State income taxes, net of federal tax

   0.7     0.4  

Permanent difference

   2.2     1.5  

Tax credit relating to Tax law applied to Parent company

   —       (1.3 )

Tax credit relating to Tax law applied to foreign subsidiaries

   (0.9 )   (1.1 )

Other

   (0.5 )   (0.5 )
    

 

Effective income tax rate

   41.2 %   39.8 %
    

 

 

The significant components of deferred income tax assets at December 31, 2002 and 2003 were as follows:

 

           (Thousands of yen)  
     December 31, 2002

    December 31, 2003

 

Deferred tax assets:

            

Deferred revenue

   3,298,508     4,344,292  
              

Allowance for doubtful accounts and sales returns

   460,988     319,280  

Accrued enterprise tax

   326,882     357,846  
              

Accrued liabilities

   236,272     257,672  

Tax loss carry forward

   103,467     89,674  

Amortization of intangibles

   343,767     509,086  

Impairment of securities investments

   275,500     242,676  

Other

   737,680     739,463  
    

 

Gross deferred tax assets

   5,783,064     6,859,989  

Less: Valuation allowance

   (190,079 )   (158,842 )
    

 

     5,592,985     6,701,147  
    

 

 

 

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10. Derivative instruments

 

The Company has a policy not to utilize any derivative financial instruments with off-balance sheet risk. In accordance with the policy, the parent company and its subsidiaries did not employ any derivative financial instruments.

 

However, ipTrend, which was acquired in 2000, had entered into an interest rate swap arrangement and a cap arrangement to manage its exposure to interest rate movements by effectively converting a portion of its debt from fixed to variable rates. Subsequent to the acquisition in 2000, ipTrend repaid the underlying hedged debt without settling the interest rate swap and cap arrangements. In 2001, the parent company assumed an interest rate swap and cap arrangements upon the liquidation of ipTrend in December 2001. Those arrangements, which did not qualify for hedge accounting, were marked to market with changes in value recognized in other income or expense.

 

At December 31, 2002, the notional principal amount of the interest rate swap arrangement and the interest rate cap arrangement were (Yen)200,000 thousand and (Yen)100,000 thousand, respectively and the aggregate carrying amount of the arrangements and the related fair value were a credit balance of (Yen) 7,493 thousand. At December 31, 2003, the notional principal amount of the interest rate swap arrangement and the interest rate cap arrangement were (Yen) 200,000 thousand and (Yen) 100,000 thousand, respectively and the aggregate carrying amount of the arrangements and the related fair value were credit balance of (Yen) 4,640 thousand. The fair value of interest rate swap arrangement and the interest rate cap arrangement are estimated based on the discounted amounts of future net cash flows.

 

11. Fair value of financial instruments

 

Other than debt and equity securities, the fair value of which are disclosed in “Marketable securities and securities investments”, the Company’s involvement in financial assets and liabilities with market risk is limited to cash and cash equivalents, time deposits, notes and accounts receivable, trade, notes and accounts payable, trade, and long-term debt. The estimated fair value of cash and cash equivalents, time deposits, notes and accounts receivable, trade, and notes and accounts payable, trade are carried at amounts, which approximate fair value. At December 31, 2002, the carrying amount and the estimated fair value of long-term debt including the current portion are (Yen) 11,500,000 thousand and (Yen) 11,524,870 thousand, respectively. At December 31,2003, the carrying amount and the estimated fair value of the current portion of the long-term debt are (Yen) 6,500,000 thousand and (Yen) 6,501,522 thousand, respectively.

 

The fair value of the long-term debt, including the current portion, is estimated based on the discounted amounts of future cash flows using the Company’s current incremental debt rates for similar liabilities.

 

12. Advertising costs

 

Advertising costs included in Operating expenses were (Yen) 2,507,735 thousand and (Yen) 2,511,704 thousand for the years ended December 31, 2002 and 2003, respectively.

 

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13. Business Segment and Major Customer Information

 

The company and its subsidiaries have been specializing in the “Security software business”. Management measures profitability based on the Company’s five geographic regions: Japan, North America, Europe, Asia Pacific, and Latin America. The regions are evidence of the operating structure of Company’s internal organization.

 

Following is the summary of the Company’s sales and income (loss) from operations by geographic region. These figures comply with the accounting policies disclosed in Notes to consolidated financial statements. For reconciliation to the consolidated financial statements, costs and expenses associated with corporate activities are represented as “Corporate”. These corporate expenses are not considered attributable to any specific geographic region. Summarized financial information concerning the Company’s net sales and operating income (loss) by business and geographic region is as follows:

 

    

Year ended

December 31,
2002


   

Year ended

December 31,

2003


 
     Thousands of yen

    Thousands of yen

 

Net sales to external customers:

            

Japan

   18,346,779     20,052,478  

North America

   9,215,591     9,633,103  

Europe

   9,807,095     12,138,158  

Asia Pacific

   4,208,527     4,809,092  

Latin America

   1,401,645     1,455,516  
    

 

Total

   42,979,637     48,088,347  
    

 

Operating income (loss)

            

Japan

   12,246,158     12,740,687  

North America

   5,789,640     6,067,435  

Europe

   4,760,862     5,606,304  

Asia Pacific

   626,866     857,604  

Latin America

   663,757     728,786  

Corporate

   (10,221,165 )   (10,847,320 )
    

 

Total

   13,866,118     15,153,496  
    

 

 

Significant customer

 

           (Thousands of yen)  

Customer


   The year ended
December 31, 2002


    The year ended
December 31, 2003


 
   Net sales

   Ratio

    Net sales

   Ratio

 

SOFTBANK BB

   10,130,276    23.6 %   9,204,071    19.1 %
    
  

 
  

 

SOFTBANK COMMERCE has changed its name to SOFTBANK BB on January 7, 2003.

 

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Table of Contents

14. Deferred Revenue by Region

 

               (Thousands of yen)
     As of December 31, 2002

   As of December 31, 2003

     Current

   Non-current

   Current

   Non-current

Japan

   6,014,966    882,416    7,921,049    1,399,596

North America

   3,516,529    460,594    3,687,256    385,688

Europe

   2,727,176    792,381    4,356,349    1,060,115

Asia Pacific

   885,964    53,069    1,196,123    171,706

Latin America

   339,617    —      325,521    —  
    
  
  
  

Total

   13,484,252    2,188,460    17,486,298    3,017,105
    
  
  
  

 

15. Leased assets

 

Rental expenses under operating leases for the year ended December 31 2002 and 2003 were (Yen)1,513,547 thousand, and (Yen) 1,438,801 thousand, respectively. The minimum rental payments required under operating leases that have initial or remaining non- cancelable lease terms at December 31, 2003 are as follows:

 

     Thousands of yen

Year ending December 31:

    

2004

   619,357

2005

   372,620

2006

   91,991

2007

   6,913

2008

   3,661
    

Total minimum future lease payments

   1,094,542
    

 

16. Commitments and contingent liabilities

 

From the fiscal year ended December 31, 2002, the Company has launched a new service based on ‘Service level agreement’ (“the Agreement”) where the Company guarantees a certain level of services rendered to customers and may be required to pay penalties up to the limited amounts defined in the Agreement if the Company cannot perform the services as specified in the Agreement. The Company has established (Yen)2,815 thousand and (Yen) 47,419 thousand of reserves for specific liabilities, as of December 31, 2002 and as of December 31, 2003, respectively, in connection with the Agreement that we currently deem to be probable and estimable.

 

17. Subsequent events

 

NONE

 

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18. Status of manufacturing and actual sales

 

(1) Manufacturing result

 

               (Thousands of Yen)

Products


   Period

  

For the year ended
December 31, 2002
(From January 1, 2002

to December 31, 2002)


  

For the year ended
December 31, 2003

(From January 1, 2003

to December 31, 2003)


PC client

        59,552    114,749

LAN server

        37,947    46,565

Internet server

        722,162    523,026

Other products

        810,344    423,589

Total

        1,630,005    1,107,929

 

(Note)

 

  1. Amount is based on manufacturing cost.
  2. Consumption tax is not included in the amount above.

 

(2) Sales result

 

               (Thousands of Yen)

Products


  

Period


  

For the year ended
December 31, 2002

(From January 1, 2002

to December 31, 2002)


  

For the year ended
December 31, 2003

(From January 1, 2003

to December 31, 2003)


PC client

        15,069,836    16,678,729

LAN server

        5,217,980    6,805,014

Internet server

        14,857,002    14,322,688

Other products

        1,175,859    1,067,130

Sub-total

        36,320,677    38,873,561

Other service

        6,658,960    9,214,786

Total

        42,979,637    48,088,347

 

(Note)

 

Quantity is omitted due to many types of products included in one product line.

 

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February 4, 2004

 

Report of Earning Results (Non-consolidated)

for Fiscal Year Ended December 31, 2003

 

[ Prepared in accordance with Japan GAAP ]

 

Company:

   Trend Micro Incorporated                        Tokyo Stock Exchange 1st Section

Code:

  

4704                                                             Location: Tokyo

(URL http://www.trendmicro.co.jp/)

Representative:    Title          Representative Director and Chief Executive Officer
     Name        Chang, Ming-Jang
Contact:   

Title          Controller, Finance & Accounting Department and

                  General Manager, Corporate Affairs Department

     Name        Yuzuru Nanami                                       (Phone:  81-3-5334-3600)

Date of the board of directors meeting

   February 4, 2004

Date of shareholder’s meeting

   March 25, 2004
The company can distribute semi-annual cash dividends based on the Articles of corporation.
The company adopts Unit Stock method. (One unit: 500 shares)

 

1. Financial Highlights for FY 2003 (January 1, 2003 through December 31, 2003)

 

(1) Results of operations

 

All figures are rounded down to millions of yen.)

     Sales

  

(Compared to

the previous year)


    Operating
income


  

Compared to

the previous year


   

Ordinary

income


  

Compared to

the previous year


 
     Millions of yen    %     Millions of yen    %     Millions of yen    %  

FY2003

   31,114    (11.9 )   12,335    (19.5 )   12,526    (28.3 )

FY2002

   27,797    (50.6 )   10,321    (36.2 )   9,765    (28.7 )

 

     Net income

  

(Compared to

the previous year)


   

Net income

per share

(Basic)


  

Net income per
share

(Diluted)


   Return on
shareholders’
equity


   Ordinary
income/total
assets ratio


   Ordinary
income ratio


     Millions of yen    %     Yen    Yen    %    %    %

FY 2003

   7,702    (32.5 )   58.38    58.25    27.0    22.7    40.3

FY 2002

   5,812    (—   )   43.99    43.87    24.9    19.0    35.1

 

(Note)

1. Number of weighted average shares outstanding:   131,940,179 shares (FY2003)
    132,111,467 shares (FY2002)
2.Change in accounting principle:            None    
3. The percentage of sales, operating income, ordinary income and net income are compared with the prior fiscal year.

 

 

(2) Cash dividends

 

     Annual cash dividends per share

  

Total dividends

(Annual)


   Dividend-payout
ratio


   Dividend/
stockholders’
equity ratio


    
   As of June end

   As of Dec end

        
     Yen    Yen    Yen    Millions of Yen    %    %

FY 2003

   14.00    0.00    14.00    1,829    24.0    5.8

FY 2002

   0.00    0.00    0.00    —      —      —  

 

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Table of Contents

(3) Financial Position

     Total assets

   Shareholders’ equity

  

Shareholders’

equity ratio


   Shareholders’ equity per
share


     Millions of yen    Millions of yen    %    Yen

FY 2003

   56,962    31,589    55.5    238.19

FY 2002

   53,499    25,517    47.7    192.58

 

(Note)

1. Number of shares issued at the end of fiscal year:    132,620,100 shares    (FY 2003)
     132,503,417 shares    (FY 2002)
2. Number of treasury stocks at the end of fiscal year:    1,958,647 shares    (FY 2003)
     820,442 shares    (FY 2002)

 

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Table of Contents

1. Non-consolidated Financial Statements

 

(1) Condensed non-consolidated balance sheets

 

                                (Thousands of yen)  

Account


   Period

   FY2003
(As of December 31,2003)


   FY2002
(As of December 31,2002)


  

Net increase

/decrease


 
      Amount

    Percentage

   Amount

    Percentage

   Amount

 
                %          %       

(Assets)

                                 
I        Current assets                                  

1. Cash and bank deposits

        29,015,289          33,449,175          (4,433,885 )

2. Accounts receivable, trade

   *3    7,223,897          7,156,521          67,375  

3. Marketable securities

        1,073,470          1,847,889          (774,419 )

4. Inventories

        45,269          186,610          (141,340 )

5. Intercompany short-term loan receivables

        82,612          283,701          (201,088 )

6. Other receivables

   *3    92,581          121,949          (29,368 )

7. Deferred tax assets

        4,132,806          3,337,271          795,534  

8. Others

   *3    398,971          93,835          305,135  

9. Allowance for bad debt

        (84,145 )        (100,023 )        15,878  
         

      

      

Total current assets

        41,980,754     73.7    46,376,931     86.7    (4,396,177 )

II        Non-current assets

                                 

1. Property and equipment

   *2    526,401     0.9    637,784     1.2    (111,382 )

2. Intangibles

                                 

(1)Software

        495,301          818,872          (323,571 )

(2)Software in progress

        34,378          156,595          (122,216 )

(3)Others

        14,417          23,851          (9,433 )
         

      

      

Total intangibles

        544,097     1.0    999,318     1.9    (455,221 )

3. Investments and other non-current assets

                                 

(1) Investments in securities

        9,294,685          1,053,932          8,240,752  

(2) Investments in subsidiaries and affiliates

        2,225,347          2,179,137          46,209  

(3) Investments in capital funds

        509,651          536,380          (26,728 )

(4) Investments in capital of affiliates

        5,277          5,277          —    

(5) Intercompany long-term loan receivables

        53,853          60,299          (6,446 )

(6) Claim in bankruptcy

        14,616          14,616          —    

(7) Security deposits

        328,880          515,109          (186,228 )

(8) Deferred tax assets

        1,493,962          1,134,958          359,004  

(9)Others

        —            902          (902 )

(10)Allowance for bad debt

        (14,698 )        (14,798 )        100  
         

      

      

Total investments and other non-current assets

        13,911,576     24.4    5,485,816     10.2    8,425,760  
         

      

      

Total non-current assets

        14,982,075     26.3    7,122,919     13.3    7,859,155  
         

      

      

Total assets

        56,962,829     100.0    53,499,851     100.0    3,462,978  
         

      

      

 

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Table of Contents
                                  (Thousands of yen)  

Account


   Period

  

FY2003

(As of December 31, 2003)


   

FY2002

(As of December 31, 2002)


   

Net increase

/decrease


 
      Amount

    Percentage

    Amount

    Percentage

    Amount

 
                %           %        

(Liabilities)

                                   

I        Current liabilities

                                   

1. Accounts payable, trade

   *3    276,381           181,140           95,241  

2. Current portion of long-term debt

   *4    6,500,000           5,000,000           1,500,000  

3. Accounts payables, other

   *3    2,395,985           2,376,445           19,539  

4. Accrued corporate tax and others

        3,495,000           3,223,185           271,814  

5.Accrued consumption taxes

        257,699           367,332           (109,633 )

6. Accrued expenses

        165,815           165,308           506  

7. Advances received

        136,885           198           136,686  

8. Deposits received

        40,478           16,921           23,556  

9. Allowance for sales return

        358,526           340,068           18,457  

10.Warrants

        1,930,086           2,584,009           (653,923 )

11.Deferred revenue

        7,921,048           6,014,965           1,906,083  

12. Others

        46,001           18,187           27,814  
         

       

       

       Total current liabilities

        23,523,908     41.3     20,287,764     37.9     3,236,144  

II        Long-term liabilities

                                   

1.Long-term debt

   *4    —             6,500,000           (6,500,000 )

2.Deferred revenue

        1,399,595           882,416           517,179  

3.Allowance for retirement benefits

        450,312           311,832           138,480  
         

       

       

Total long-term liabilities

        1,849,908     3.2     7,694,248     14.4     (5,844,340 )
         

       

       

Total liabilities

        25,373,817     44.5     27,982,012     52.3     (2,608,195 )

(Shareholders’ equity)

                                   

I         Common stock

   *1,7    7,396,194     13.0     7,257,059     13.6     139,134  

II        Capital surplus

                                   

1. Additional paid-in capital

        9,255,084     16.2     9,102,026     17.0     153,057  

III      Accumulated earnings

                                   

1. Legal reserve

        20,833     0.0     20,833     0.0     —    

2. Unappropriated retained earnings at the end of period

        19,246,977     33.8     11,544,082     21.6     7,702,894  

IV      Valuated difference on other securities

   *6    86,686     0.2     (83,877 )   (0.2 )   170,564  

V        Treasury Stock

   *5    (4,416,763 )   (7.8 )   (2,322,286 )   (4.3 )   (2,094,476 )
         

       

       

Total shareholders’ equity

        31,589,012     55.5     25,517,839     47.7     6,071,173  
         

       

       

Total liabilities and shareholders’ equity

        56,962,829     100.0     53,499,851     100.0     3,462,978  
         

       

       

 

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(2) Condensed non-consolidated income statements

 

                                  (Thousands of yen)  

Account


   Period

  

FY 2003

(From January 1,2003

to December 31,2003)


   

FY 2002

(From January 1,2002

to December 31,2002)


    Compared to the
previous year


 
      Amount

    Percentage

    Amount

    Percentage

    Amount

 
                %           %        

I        Sales

   *1    31,114,671     100.0     27,797,230     100.0     3,317,441  

II      Cost of sales

   *7    2,399,583     7.7     1,890,219     6.8     509,364  
    
  

 

 

 

 

           Gross profit

        28,715,087     92.3     25,907,011     93.2     2,808,076  

III     Selling, general and administrative expenses

   *2,7    16,379,679     52.6     15,585,167     56.1     794,512  
    
  

 

 

 

 

           Operating income

        12,335,408     39.6     10,321,843     37.1     2,013,564  

IV     Non-operating income

   *3    458,501     1.5     335,531     1.2     122,970  

V      Non-operating expenses

   *4    267,478     0.9     892,060     3.2     (624,582 )
         

       

       

           Ordinary income

        12,526,431     40.3     9,765,314     35.1     2,761,117  

VI     Unusual gains

   *5    640,000     2.1     446,215     1.6     193,785  

VII    Unusual losses

   *6    147,473     0.5     94,485     0.3     52,987  
         

       

       

Income before taxes

        13,018,958     41.8     10,117,044     36.4     2,901,914  

Corporate, inhabitant and enterprise tax

        6,594,793     21.2     5,411,847     19.5     1,182,945  

Income tax—deferred

        (1,278,729 )   (4.1 )   (1,107,009 )   (4.0 )   (171,719 )
         

       

       

Net income

        7,702,894     24.8     5,812,206     20.9     1,890,687  

Unappropriated retained earnings carried forward from the previous year

        11,544,082           5,731,876           5,812,206  
         

       

       

Unappropriated retained earnings at the end of the period

        19,246,977           11,544,082           7,702,894  
         

       

       

 

(3) Proposed appropriation of retained earnings

 

               (Thousands of yen)

Account Period


  

FY2003

(From January 1, 2003 To
December 31, 2003)


  

FY2002

(From January 1,
2002 To December
31 2002 )


I    Unappropriated retained earnings at the end of the period

        19,246,977         11,544,082

II   Profit appropriation

                   

1.  Dividends

   1,829,260    1,829,260    —      —  
    
  
  
  

III Unappropriated retained earnings carried forward

        17,417,716         11,544,082
         
       

 

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Table of Contents

Significant accounting policies and practices for preparing annual financial statements

 

1.      Accounting for evaluation of securities

 

(1)    Securities

Investments in affiliates and in subsidiaries

Cost basis by moving average method

 

Available-for-sale

Available-for-sale with market value:

The securities are stated at the market value method based on the value at the end of the period (valuated differences are recognized in equity directly not to reflect to net earnings and cost of selling is determined by the moving average method).

 

Available-for-sale without market value:

Cost basis by moving average method

 

(2)    Derivatives

Market value method

 

(3)    Inventories

Finished goods Ÿ Raw materials Ÿ Supplies

Cost basis by moving average method

 

Work-in-process

Work-in-process is stated at the cost being determined by accumulated production and development cost for individual projects.

     

2.      Depreciation and amortization method for fixed assets

 

(1)    Property and equipment

Declining-balance method

Building (excluding facilities and leasehold improvement) acquired after April 1, 1998 are depreciated by straight-line method.

Useful life of the main fixed assets are following :

Buildings : 3 – 28 years

Equipments : 2 – 10 years

 

(2)    Intangibles

<Software for sale>

Straight-line method over the estimated useful lives (12 months).

   

<Software for internal use>

Straight-line method over the estimated useful lives (5 years).

<Other intangibles>

Straight-line method over the estimated useful lives

     

3.      Accounting for deferred assets

  Stock issue costs and bond issue costs are charged to expenses when incurred.

 

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Table of Contents

4.      Accounting policies for provisions

 

(1)    Allowance for bad debt

 

In order to reserve future losses from default of notes and account receivable, allowance for bad debt is provided.

The amount is determined using the percentage based on actual doubtful account loss against total of debts. As for high-risk receivables, expected unrecoverable amount is considered individualy.

 

(2)    Allowance for sales return

 

In order to reserve future losses from sales return subsequent to the fiscal year end, allowance for sales return is provided based on the past experience in the sales return.

 

(3)    Allowance for retirement benefits

 

In order to reserve future losses arising from retirement of employees, allowance for retirement benefits is provided based on retirement benefit liabilities projected at the end of the period.

 

Actuarial gains and losses are expensed in the following accounting period.

     

5.      Policy for translation of major foreign currency assets and liabilities into Yen.

 

Foreign-currency financial assets and liabilities are translated into yen at the spot rate effective at the end of the period. Exchange difference is treated as a profit/loss.

 

     

6.      Revenue recognition policy

 

Revenue recognition method for Post Contract Customer Support Service.

 

Basically, the product license agreement contracted with the end-user states the article for PCS (customer support and upgrading of products and its pattern files).

 

The company applies the following revenue recognition method for the portion of PCS. Portion of PCS revenue is recognized separately from total revenue and is deferred as deferred revenues under current liabilities and non-current liabilities based on the contracted period.

 

Deferred revenue is finally recognized evenly over the contracted period.

     

7.      Accounting policy for leased assets

  Finance leases without transfer of ownership of the leased assets are accounted for in the same manner as applied for operating leases.

 

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Table of Contents

8.      Other important matters for preparing annual financial statements

 

(1)    Consumption tax

 

Transactions subject to consumption tax are stated at the amount net of the related consumption tax.

 

(2)    Accounting for stock warrants granted to some officers and employees.

 

The Company adopts incentive plans where warrants to purchase parent company’s shares are granted to directors and certain employees after parent company issues bonds with detachable warrants and immediately repurchases all of the warants. Compensation costs are measured at repurchase costs of warrant securities at the point of grant because that is the only compensation scheme which grants warrants to directors and employees. Warrant portion of the bonds is recored as “other current liability (warrant)” upon issuance and then transferred to “additional paid-in capital” upon exercise.

 

In addition, the Company has adopted incentive plans of Stock Option (Subscription right method) for directors and certain employees of the Company based on pre-revised section 280-19-1 of the Business Law and section 9-1 of the Industrial Revitalization Special Measures Law and the incentive plans of Stock Option (Stock acquisition rights method) for directors and certain employees of the company based on section 280-20 and 280-21 of the Business Law. The company does not recognize compensation expense for these schemes.

 

(3)    Accounting method for treasury stock and reduction of legal reserves

 

Effective from current fiscal year, the Company adopted Financial Accounting Standards No.1: “Accounting Standards for Treasury Stock and Reduction of Legal Reserves”. Adoption of this new standard had no impact on the Company’s results of operations and financial position.

 

(4)    Per share information

 

Effective from current fiscal year, the Company adopted Financial Accounting Standards No.2: “Accounting Standards for Earnings per Share” and Financial Accounting Standards Implementation Guidance No.4: “Implementation Guidance for Accounting Standards for Earnings per Share”, issued by the Accouting Standards Board of Japan. Retroactive per share information is described in the “Per Share Data” section.

 

Additional Information

 

42.05% has been usually used as the statutory tax rate for the calculation of Deferred tax assets. However, 40.69% is used for the temporally differences, which is judged to have effect of change in tax law after 2004 from current fiscal year. When comparing the results using the usual rate of 42.05%, deferred tax asset is decreased by 44,221 thousand yen, and income tax- deferred (expense) is increased by 44,175 thousand yen.

 

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Table of Contents

Notes

 

(Non-consolidated balance sheets)

 

(Thousands of yen)

FY2003

(As of December 31, 2003)


   

FY2002

(As of December 31, 2002)


 

*1 Number of shares authorized

250,000,000 shares

Number of shares issued

132,620,100 shares

 

 

 

 

 

*1 Number of shares authorized

250,000,000 shares

Number of shares issued

132,503,417 shares

 

 

 

 

*2 Accumulated depreciation of property and equipment

509,756

 

 

 

*2 Accumulated depreciation of property and equipment

456,156

 

 

*3 Notes to intercompany balances which are not disclosed separately are as follows.

  

 

*3 Notes to intercompany balances which are not disclosed separately are as follows.

  

(1) Receivables

 

  (3) Receivables  

Accounts receivables, trade

   2,489,060          

Accounts receivables, trade    

   2,286,897       

Other receivables

   84,782          

Other receivables

   117,003       

Other current assets

   7,298          

Other current assets

   6,858       
    

            
      

Total

   2,581,142          

Total

   2,410,758       

(2) Payables

               (4) Payables            

Accounts payables, trade

   73,244          

Accounts payables, trade

   13       

Other payables

   1,427,091          

Other payables

   1,407,439       
    

            
      

Total

   1,500,335          

Total

   1,407,453       

*4 Treasury bonds

 

 

*4 Treasury bonds

 

In order to grant or transfer warrants to the directors and certain employees of the Company and affiliated companies, the Company issued unsecured bonds with detachable warrants. Under pre-revised section 341-8-4 of the Business Law, the redemption and retirement of these bonds are restricted when total amount of bonds is less than the total amount of issue price of the stocks from unexecuted warrants.

To reduce interest costs, the Company repurchased a part of the issued bonds after warrants were detached. The purpose of the repurchase is to hold the treasury bonds until they can be retired legally and it is same as the redemption substantially.

Thus, bonds and treasury bonds are disclosed in net amount in the balance sheet as follows.

       

    

  

 

In order to grant or transfer warrants to the directors and certain employees of the Company and affiliated companies, the Company issued unsecured bonds with detachable warrants. Under pre-revised section 341-8-4 of the Business Law, the redemption and retirement of these bonds are restricted when total amount of bonds is less than the total amount of issue price of the stocks from unexecuted warrants.

To reduce interest costs, the Company repurchased a part of the issued bonds after warrants were detached. The purpose of the repurchase is to hold the treasury bonds until they can be retired legally and it is same as the redemption substantially.

Thus, bonds and treasury bonds are disclosed in net amount in the balance sheet as follows.

The difference between the repurchased price and book value of the treasury bonds at the time of transaction are booked as loss on repurchase of treasury bonds in the unusual loss section.

       

     

  

    

           (Thousands of yen)               (Thousands of yen)  
     Current
liability


    Non-current
liability


         Current
liability


   Non-current
liability


 

Bonds

   12,500,000     4,000,000    

Bonds

   5,000,000    16,500,000  

Treasury bonds

   (6,000,000 )   (4,000,000 )  

Treasury bonds

   —      (10,000,000 )
    

 

      
  

     6,500,000     —            5,000,000    6,500,000  
    

 

      
  

*5 Number of treasury stocks

1,958,647 shares

 

 

 

*5 Number of treasury stocks

820,442 shares

 

 

*6 The amount of increase of net assets based on Section 124-3 of the enforcement regulation of the Commercial Code.

86,686 thousands of yen

  

 

 

*6

                                                                      

 

 

*7 Description of increases in the number of shares issued

 

 

*7 Description of increases in the number of shares issued

 

 

Type of issuance of

shares


   Number of
shares issued


   Issue
price
per
share


   Increase in
common
stock


 

Type of issuance of shares


   Number of
shares issued


   Issue
price
per
share


   Increase in
common
stock


Exercise of stock warrant detached from bonds and subscription warrant    116,683    —      139,134   Exercise of stock warrant detached from bonds    451,133    —      423,381

 

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Table of Contents

(Non-consolidated income statement)

 

(Thousands of yen)

FY2003

(From January 1, 2003

To December 31, 2003)


  

FY2002

(From January 1, 2002

To December 31, 2002)


*1 Intercompany sales included in net sales

   11,062,193   

*1 Intercompany sales included in net sales

   9,450,451

*2 Major components of selling, general and administrative expenses are as follows.

       

*2 Major components of selling, general and administrative expenses are as follows.

    

Sales promotion cost

   3,570,591   

Sales promotion cost

   3,984,830

Advertising

   259,857   

Advertising

   402,918

Salaries and bonuses

   2,287,282   

Salaries and bonuses

   1,983,100

Retirement benefit cost

   212,641   

Retirement benefit cost

   136,443

Depreciation expense

   139,807   

Depreciation expense

   141,620

Outside service fee

   1,973,491   

Outside service fee

   1,374,463

Research and development costs

   1,672,443   

Research and development costs

   1,676,728

Software maintenance fee

   2,193,623   

Software maintenance fee

   1,806,002

Intercompany charge

   1,296,489   

Intercompany charge

   1,514,089

*3 Major components of non-operating income

       

*3 Major components of non-operating income

    

Investment income

   186,033   

Investment income

   76,295

Interest income

   25,992   

Interest income

   95,653

Foreign exchange gain

   203,733   

Foreign exchange gain

   110,912

Gain from reverse of allowance for bad debt

   15,978   

Gain from reverse of allowance for bad debt

   28,661

*4 Major components of non-operating expenses

       

*4 Major components of non-operating expenses

    

Bonds interest expense

   160,773   

Bonds interest expense

   264,784

Evaluation loss on investments in securities

   7,359   

Bonds issued cost

   11,736

Loss on sales of investments in securities

   65,259   

Evaluation loss on investments in securities

   379,878

Evaluation loss on investments in capital fund

   26,728   

Loss on sales of investments in securities

   14,169
         

Evaluation loss on investments in capital fund

   171,009

*5 Major components of unusual gain

       

*5 Major components of unusual gain

    

Gain from reverse of unexecuted warrant

   640,000   

Gain from reverse of unexecuted warrant

   446,215

*6 Major components of unusual loss

       

*6 Major components of unusual loss

    

Loss on disposal of fixed assets

   141,623   

Loss on disposal of fixed assets

   9,358

Evaluation loss on investment in subsidiaries and affiliates

   5,849   

Evaluation loss on investment in subsidiaries and affiliates

   76,326
         

Loss on repurchased treasury bond

   8,800

*7 Depreciation and amortization expense

       

*7 Depreciation and amortization expense

    

Property and equipment

Intangibles

   163,535
1,246,661
  

Property and equipment

Intangibles

 

   182,733
946,530

 

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Table of Contents

(Lease Transactions)

None

 

(Marketable Securities)

 

FY2003 (as of December 31, 2003)

None of investments in subsidiaries and affiliates have fair value.

 

FY2002 (as of December 31, 2002)

None of investments in subsidiaries and affiliates have fair value.

 

  1. Per Share Data

 

    

FY2003

(From January 1, 2003

To December 31, 2003)


  

FY2002

(From January 1, 2002

To December 31 2002)


Net asset per share

   238.19    192.58

Net income per share – Basic

   58.38    43.99

Net income per share – Diluted

   58.25    43.87
     Effective from the current fiscal year, the Company adopted Financial Accounting Standards No.2: “Accounting Standards for Earnings per Share” and Financial Accounting Standards Implementation Guidance No.4: “Implementation Guidance for Accounting Standards for Earnings per Share”. Adoption of this standard had no impact on the Per Share Data for the previous fiscal year.     

 

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Table of Contents
*Basis  of calculation for net income per share and diluted net income per share as follows.

 

    

FY2003

(From January 1, 2003

To December 31, 2003)


  

FY2002

                    (From January 1, 2002                     

To December 31 2002)


Net income per share

         

Net income

   7,702,894    —  

(Thousands of Yen)

         

Earnings not allocated to common stock

   —      —  

(Thousands of Yen)

         

Net income for common stock

   7,702,894    —  

Numbers of weighted average shares outstanding

   131,940,179    —  

Net income per share—Diluted

         

Increased common stock

   294,949    —  

Details of shares not included in the computation of Diluted earning per share (Since it did not have dilutive effect)

         
    

873,127 stocks which were based on stock warrant regulated by pre-rivesed commercial law 280-19 were issued on March 19, 2001.

256,076 stocks which were based on stock warrant regulated by pre-revised commercial law 280-19 were issued on June 4, 2001.

2,264,864 stocks, which were based on stock warrant regulated by pre-revised commercial law 280-19, were issued on November 19, 2001.

1,158,840 stocks which were based on stock warrant regulated by pre-revised commercial law 280-19 were issued on April 18,2002.

713,500 stocks which were based on stock subscription right and approved at shareholder’s meeting on March 27 2001 and regulated by pre-revised commercial law 280-19 and Industrial Revitalization Special Measures Law No.9 were issued on May 16, 2001.

1,933,000 stocks, which were based on stock acquisition rights and approved at shareholder’s meeting on September 12, 2002 and regulated by commercial law 280-20 and 280-21, were issued on February 12, 2003.

   —  

 

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Table of Contents

(Accounting for deferred tax)

 

      (Thousands of yen)  

FY 2003

From January 1, 2003 to December 31, 2003


   

FY 2002

From January 1, 2002 to December 31, 2002


 

1. Major items causing deferred tax assets and liabilities

 

  1. Major items causing deferred tax assets and liabilities  

(Deferred tax assets)

        

(1) Current assets

      

(1) Current assets

        

(Deferred tax assets)

      

Deferred Revenue

   3,330,801    

Deferred Revenue

   2,529,293  

Accrued enterprise taxes

   357,845    

Accrued enterprise taxes

   326,881  

Allowance for sales return

   216,520    

Allowance for sales return

   208,759  

Uncertainty accrued expenses

   122,798    

Uncertainty accrued expenses

   110,185  

Other

   176,160    

Valuated difference on other securities

   47,082  

Valuation allowance

   (38,465 )  

Other

   153,534  
               

Offset with deferred tax liability (Current)

   (32,854 )  

Sub Total

   3,375,736  
    

          

Total

   4,132,806    

Valuation allowance

   (38,465 )
               

          

Total

   3,337,271  

(2) Non-current assets

                 

Deferred revenue

   569,495    

(2) Non-current assets

      

Intangibles

   509,085    

(Deferred tax assets)

      

Loss on evaluation for investments in securities

   142,308    

Deferred revenue

   371,056  

Pension and severance costs

   173,947    

Intangibles

   341,371  

Evaluation loss on investment in capital fund

   111,243    

Loss on evaluation for investments in securities

   161,559  

Other

   18,354    

Pension and severance costs

   117,418  

Offset with deferred tax liability
(Non-current)

   (30,471 )  

Evaluation loss on investment in capital fund

   115,761  
    

          

Total

   1,493,962    

Other

   27,791  
               

          

Total

   1,134,958  

Deferred tax assets total

   5,626,769             

(Deferred tax liability)

                 

(1) Current assets

                 

Valuated difference on other securities

   (32,854 )           

Offset with deferred tax assets
(Current)

   32,854             
    

          

Total

   —               

(2) Non-current assets

                 

Valuated difference on other securities

   (30,471 )           

Offset with deferred tax assets
(Non-current)

   30,471             
    

          

Total

   —               

Deferred tax liability total

   —               

Total : Net deferred tax assets

   5,626,769             

2.      Major items causing differences between statutory rate and effective rate after tax effect accounting.

 

         Due to variance by less than five hundredth between statutory rate and effective rate after tax effect accounting, footnote is omitted.

         

              

 

2.      Major items causing differences between statutory rate and effective rate after tax effect accounting.

 

         Due to variance by less than five hundredth between statutory rate and effective rate after tax effect accounting, footnote is omitted

         

              

 

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Table of Contents

(Significant subsequent events)

 

None

 

(Change of Directors)

 

None

 

42