THE ACTELION ANNUAL REPORT 2002
Notes to the Consolidated Financial Statements
Summary of significant accounting policies

Basis of accounting
The consolidated financial statements of the Group have been prepared under the historical cost convention and in accordance with International Financial Reporting Standards (IFRS) including International Accounting Standards and Interpretations as issued by the International Accounting Standards Board (IASB) as explained below and in conformity with the legal provisions of the Swiss Code of Obligations. Individual items from the previous year have been reclassified in the consolidated income statement to ensure comparability with the 2002 presentation. The consolidated financial statements are presented in Swiss francs (CHF).

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual outcomes could differ from those estimates.

Principles of consolidation
Subsidiary undertakings, which are those companies in which the Parent Company, directly or indirectly, has an interest of more than 50% of the voting rights or otherwise has power to exercise control over the operations, are consolidated. Subsidiaries are consolidated from the date on which effective control is transferred to the Parent Company. All inter-company transactions, balances and unrealized surpluses and deficits on transactions between Group companies have been eliminated. Separate disclosure is made of minority interests.

Cash and cash equivalents
For the purpose of the cash flow statement, the Group considers all time deposits with an initial maturity of three months or less to be cash equivalents. Cash balances are accounted for on a gross basis, bank overdrafts would be included in current liabilities.

Foreign exchange risk
A significant portion of the Groups’ operations are denominated in foreign currencies, mainly in U.S. Dollar and Euro. The inherent exposure may adversely impact the Groups’ net income and net assets.

Interest rate risk
Interest rate risk arises from movements in interest rates, which could have adverse effects on the Groups’ net income or financial position. Changes in interest rates cause variations in interest income and expenses on interest-bearing assets and liabilities. In addition, they can affect the market value of certain financial assets, liabilities and instruments.

Foreign currencies
The income statements of foreign subsidiaries are translated into the Groups’ reporting currency at quarterly average exchange rates and the corresponding balance sheets are translated at the period-end exchange rate. Exchange differences arising from the translation of the net investment in foreign subsidiaries are taken to “Cumulative Translation Adjustment” in shareholders’ equity.

Foreign currency transactions are accounted for at the exchange rates prevailing at the date of the transactions. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement in the corresponding period.

Marketable securities
Marketable securities consist of equity and debt securities that are traded in liquid markets. They are classified as available-for-sale or held-to-maturity investments and are included in non-current assets unless management has the expressed intention of holding the investment for less than 12 months from the balance sheet date, in which case they are included in current assets. In addition, derivative financial instruments with a positive fair value are included in this category.

Available-for-sale
Marketable securities and investments that are deemed to be available-for-sale are stated at fair value. Any changes in their fair value will be recorded in the income statement.

Held-to-maturity
Held-to-maturity investments are carried at amortized cost using the effective interest rate method.

Derivative financial instruments – Hedging
The Group uses derivative financial instruments to manage its foreign currency exposure. It has established policies and procedures for risk assessment and approval of financial derivative instruments and does not enter into speculative or derivative transactions not related to the operating business.
The Group documents the relationship between a hedging instrument and the related hedged item, as well as risk management objectives and the strategy for undertaking each hedge transaction, at the inception of the transactions. Hedge effectiveness is assessed and reviewed both at the inception of the hedge and on an ongoing basis by determining whether the financial instruments used are highly effective in offsetting changes in fair value or cash flows of hedged items.
For cash flow hedges, the hedging instrument is recorded at fair value. The portion of any change in fair value that is an effective hedge is included in equity, and any remaining ineffective portion is reported in financial income (expense). The effective hedge is recognized in shareholders’ equity until such time as the corresponding hedged transaction is recognized in net income. At this time, the cumulative movement in fair value of the hedge is transferred to net income. Subsequent movements in fair value of such hedges are dealt with within net income.

Accounts receivable
Accounts receivable are carried at anticipated realizable value. An estimate is made for doubtful receivables based upon periodic review of all outstanding amounts. Bad debts are written off when identified.

Inventories
Inventories are stated at the lower of cost and net realizable value. Cost is determined by the first-in first-out method. Where necessary, provision is made for obsolete, slow moving or defective inventory.

Property, plant and equipment
Property, plant and equipment is recorded at historical cost less accumulated depreciation.

Depreciation expense is recorded utilizing the straight-line method over the estimated useful life of the assets. Assets are written down to their estimated residual value. The depreciation period for fixed installations is recorded at the lower of estimated useful life or rent period. The depreciation periods are summarized as follows:

Group of assets Useful life [years]
Property 20
Laboratory furniture and installations 6–10
Laboratory equipment 5
Office furniture 5
Data processing equipment and software 3

The costs of repairs and maintenance are capitalized only if they improve the related asset or extend its useful life.

Leases
Leases of property, plant and equipment where the Group assumes substantial part of benefits and risks of ownership are classified as finance leases. Finance leases are capitalized at the estimated present value of the underlying lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate of interest on the balance outstanding. The corresponding rental obligations, net of finance charges, are included in short and long-term debt. The interest element of the finance charge is recorded as interest expense in the income statement over the lease period. The plant and equipment acquired under finance leasing contracts are depreciated over the useful life of the asset.

Leases of assets under which the lessor effectively retains all the risks and benefits of ownership are classified as operating leases. Payments made under operating leases are charged to the income statement on a straight-line basis over the period of the lease.

Patents and trademarks
Costs associated with the filing and registration of patents and trademarks were fully expensed in the period in which they occur.

Goodwill and other intangible assets
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the Groups’ share of net assets of the acquired company undertaking at the date of acquisition. The Group amortizes goodwill on a straight-line basis over a period of 20 years from the date of acquisition, in line with IAS 22 (revised). The carrying amount of goodwill is reviewed annually and written down for permanent impairment where it is considered necessary.

Other intangible assets
Licenses, software and other intangible assets are recorded at cost. Intangible assets are amortized utilizing the straight-line method over the lower of estimated useful live of the asset or patent expiry.

Impairment
The Group periodically reviews the recoverability of fixed assets and capitalized intangibles through discounting estimated expected future cash flows (without interest charges) of these assets. An impairment loss is recorded only if the carrying amount of the asset exceeds the higher of its fair value and its value in use.

Provisions
The Group recognizes provisions when it has a present legal or constructive obligation to transfer economic benefits as a result of past events and a reasonable estimate of the obligation can be made.
Retirement benefits
The Group maintains retirement plans covering all of its employees including its executive officers. In addition to retirement benefits, the Plans provide benefits on the death or long-term disability of its employees.

The Swiss employee pension plan is based on fixed contributions but also guarantees a minimum return. It therefore has both defined contribution and defined benefit elements. As the pension plan obligation is insured with a substantial insurance company, which has assumed all pension obligation risks for the next five years in return for fixed premiums for this period, the company considers that it is more appropriate to account for this plan as a defined contribution plan. This change in disclosure with effect from January 1, 2002 has no impact with respect to income statement and statement of shareholders’ equity.

The contributions, which the Group is called upon to pay in respect of a particular period, are recorded as expense in that period.

Revenue recognition
Sales represent amounts received and receivable for goods supplied and services rendered to customers after deducting discounts, returns, rebates and sales taxes. Sales are recognized on delivery or on providing services to third parties.

Revenue arising from multi-element development and co-promotion agreements is recognized on the basis of cost of efforts up to the reporting date, divided by the total expected research and development costs, multiplied by the total expected contractual payments under the arrangement. However, revenue is limited to the amount of nonrefundable cash payments received and the subsequent milestone payments that have become due and payable at the reporting date.

Cost of sales
Cost of sales comprises manufacturing costs and related production overhead measured at standard costs, royalty expenses directly related to product sales and costs for provision of clinical services.

Research and development
Research and development costs are expensed as incurred.

Deferred income taxes
Deferred taxes are provided, using the liability method, for all temporary differences between the tax bases of assets and liabilities and their carrying values for financial reporting purposes. Deferred tax assets relating to the carryforward of unused tax losses are recognized to the extent that future taxable profit is expected to be available against which the unused tax losses can be utilized. To determine deferred tax, currently enacted tax rates are used net of the beneficial effect of specific agreements to which the Group is a party.

Earnings/(loss) per share
Basic earning/(loss) per share is calculated by dividing the net profit/(loss) attributable to the shareholders by the weighted average shares outstanding during the period.

Diluted earning/(loss) per share is calculated by dividing the net profit/(loss) attributable to the shareholders by the weighted average shares outstanding during the period adjusted for the conversion of all dilutive potential shares.


1. Segment information

The Group is active in only one business segment. The primary segment information is presented according to geographical regions. The Group organizes its business primarily by regions. Segment information is prepared on the basis of the location of the assets. Usually the location of the customers does not differ from the location of the assets in the particular region. Intersegmental sales are charged at market rates.




2. Sales

Reflect product sales and sales of clinical services.


3. Other operating income

  Year ended December 31,
[CHF] 2002 2001
Milestone payments 6,406,000 50,000,000
Fees from co-operation agreements and services 4,296,027 5,822,642
Total fees 10,702,027 55,822,642

In January 2001 the Group received a milestone payment of total CHF 56.4 mio (USD 35 mio) of which CHF 50 mio was recognized in the 2001 income statement. The remainder of CHF 6.4 mio is reflected in the 2002 income statement.


4. Employee costs
  Year ended December 31,
[CHF] 2002 2001
Wages and salaries 59,185,953 38,347,797
Social security costs 5,524,771 2,639,708
Pension costs – employer contribution 4,207,820 2,951,690
Other employee related costs 8,141,082 6,411,328
Total employee related costs 77,059,626 50,350,523
Number of employees expressed as average full time equivalents 483 329



5. Financial income, net
    Year ended December 31,
[CHF] 2002 2001
Interest income 1,717,895 7,434,750
Interest expense (693,745) (218,917)
Net foreign exchange gain/(loss) (4,811,866) 1,899,909
Net loss on marketable securities and other income (1,267,212) (4,463,140)
Total financial income/(expense), net (5,054,928) 4,652,602



6. Taxes

The income tax benefit credited to the income statement comprises:

    Year ended December 31,
[CHF] 2002 2001
Current tax (335,245) (378,420)
Deferred tax 6,553,961 11,221,052
Total 6,218,716 10,842,632

[%]
   
Statutory tax rate 25.0 25.0
Differences from local tax rates to applicable tax rates (8.1) (8.3)
Effect of non-recognition of tax losses in current year (4.0)
Effective tax rate 12.9 16.7


Deferred income taxes debited to the share premium in respect of formation expenses comprise:

[CHF] 2002 2001
Deferred tax 192,364 293,118


Deferred income tax asset at December 31 comprises:

[CHF] 2002 2001
Tax loss carryforwards 28,587,578 23,330,357
Temporary differences 1,919,576 2,446,069
Total 30,507,154 25,776,426


At December 31, 2002 the Group had unused tax losses of CHF 164,558,089. If not used, these tax losses will expire as follows:

[CHF] Recognized tax losses Unrecognized tax losses
After 3 years 4,531,209  
After 4 years 19,313,707 842,913
After 5 years 43,221,939 2,498,903
After more than 5 years 83,728,663 10,420,755
Total 150,795,518 13,762,571


At December 31, 2002 the Group had deductible temporary differences in the amount of CHF 18,267,652 for which a deferred tax asset of CHF 1,919,576 was recognized.



7. Minority interests
     
[CHF] 2002 2001
January 1 1,209,521 671,061
Change in minority interest due to capital increase 608,197
Change in minority interest due to result of the year (1,147,798) 538,460
December 31 669,920 1,209,521

The Groups’ share in Hesperion Ltd was increased in December 2002 from 64.17% to 69.13% as a result of the issuance of additional shares. Minority interests at December 31, 2002 consist of 30.87% of Hesperion Ltd and are held by Hesperion management and employees.


8. Earnings per share

Basic loss per share is calculated by dividing the net loss attributable to shareholders by the weighted average number of shares outstanding during the year.

  Year ended December 31,
[CHF except share data] 2002 2001
Net loss attributable to shareholders (40,751,967) (54,573,145)
Weighted average number of shares outstanding 21,282,433 20,561,372
Basic loss per share 1.91 2.65

The diluted loss per share calculation is not performed because the effect of inclusion of potential shares would have been anti-dilutive.

9. Property, plant and equipment


[CHF]
Building Office
equipment
Laboratory
equipment
Other Total
December 31, 2001 66,309 6,808,880 8,922,693 238,770 16,036,652
Additions 12,514,056 3,293,976 2,219,479 112,488 18,139,999
Depreciation charge (480,030) (2,694,396) (2,455,096) (56,687) (5,686,209)
Exchange differences   (55,667) (24,257) (79,924)
December 31, 2002 12,100,335 7,352,793 8,687,076 270,314 28,410,518

December 31, 2002
         
Historical cost 12,583,764 12,992,104 14,420,115 368,985 40,364,968
Accumulated depreciation (483,429) (5,639,311) (5,733,039) (98,671) (11,954,450)
Net book value 12,100,335 7,352,793 8,687,076 270,314 28,410,518

Net carrying amount of leased assets is CHF 1,568,032 and CHF 2,323,952 at December 31, 2002 and 2001, respectively.
Bank borrowings are secured on property to the value of CHF 12,100,335.



10. Goodwill and other intangible assets

  Other intangible
[CHF] Goodwill assets Total
December 31, 2001 8,016,832 1,675,946 9,692,778
Additions 976,598 7,110,145 8,086,743
Depreciation charge (437,029) (994,050) (1,431,079)
Exchange differences (40,331) (120,003) (160,334)
December 31, 2002 8,516,070 7,672,038 16,188,108

December 31, 2002
Historical cost 9,717,365 8,980,810 18,698,175
Accumulated depreciation (1,201,295) (1,308,772) (2,510,067)
Net book value 8,516,070 7,672,038 16,188,108

In line with IAS 38 the Group recognized an intangible asset of CHF 6.5 million for milestone payments recorded in 2002 in connection with a license agreement.


11. Investment

[CHF] 2002 2001
Axovan AG 2,204,000 1,700,000

The investment is carried at cost.


12. Inventories

[CHF] 2002 2001
Intermediates 9,666,519 5,566,571
Finished products 4,154,314 679,640
Total inventories 13,820,833 6,246,211


13. Accounts receivable

[CHF] 2002 2001
Trade receivables 21,226,410 4,509,382
Accounts receivable from cooperations   4,061,173
Other accounts receivable 2,722,909 2,767,424
Total accounts receivable 23,949,319 11,337,979


14. Cash and cash equivalents

[CHF] 2002 2001
Short-term bank deposits 69,665,275 35,188,837
Cash at bank and in hand 46,735,611 51,823,989
Total cash and cash equivalents 116,400,886 87,012,826


15. Marketable securities

[CHF]  2002 2001 
Available-for-sale 669,814 65,177,791
Held-to-maturity 12,384,000
Derivative instruments 1,180,397
Total marketable securities 14,234,211 65,177,791

Derivative financial instruments at December 31, 2002 are as follows:
[CHF] Assets Liabilities
Foreign exchange options – cash flow hedges 1,180,397 64,167

Gains on foreign exchange options designated as cash flow hedges are as follows:

[CHF] 2002 2001
Gains recognized in equity 375,000
Gains recognized in other financial income 741,230

The forecasted transactions designated as the hedged items for the above foreign exchange options are expected to occur and be reported within net income within 6 months from the balance sheet date.

16. Share capital

At December 31, 2002, the issued share capital amounts to CHF 53,441,398 consisting of 21,376,559 common shares (including 13,500 treasury shares) with a nominal value of CHF 2.50 each. The shares are registered and fully paid-up.


17. Conditional capital

Since inception the Company has created conditional capital for the establishment of stock option plans, convertible bonds as well as for the potential issuance of shares in relation with certain credit facilities. At December 31, 2002 the Company has conditional capital of CHF 12,200,202.

Movements in conditional capital are as follows:

[CHF] 2001
January 1, 2001 12,314,700
Creation of conditional capital for Employee Stock Option Plans 500,000
Creation of conditional capital for convertible bonds/loans 780,000
Exercise of options and warrant (4,160,250)
December 31, 2001 9,434,450
Creation of conditional capital for Employee Stock Option Plans 1,250,000
Creation of conditional capital for convertible bonds/loans 2 2,120,000
Exercise of options (604,248)
December 31, 2002 12,200,202


18. Authorized capital

The Annual General Meeting of April 19, 2002 authorized the Company to create capital to be used for strategic purposes. The Board of Directors is authorized to increase until April 19, 2004 the share capital by an amount of not more than CHF 3,000,000 by issuance of not more than 1,200,000 fully paid-in registered shares with a nominal value of CHF 2.50 per share.


19. Financing arrangements

Capital leases
The Group had obligations outstanding under capital lease commitments as follows:

[CHF] 2002 2001
Within one year 494,772 736,620
Later than one year and not later than 5 years 101,609 533,751
Total 596,381 1,270,371

Financial debts  
Loans Mortgage
Amount [CHF] 40,000,000 7,460,000
Interest rate [%] LIBOR plus 3.6 – 4.8
Interest rate fixing after 6 months – CHF 5.6 mio after 2 years
    – CHF 1.9 mio variable


20. Deferred income

Deferred income consists of the amounts received at year-end under multi-element licensing, co-promotion and other service agreements that had not yet been recognized as revenue in the income statement.


21. Accrued expenses

[CHF] 2002 2001
Accrued compensation expenses 8,611,050 3,605,069
Other accrued expenses 11,759,001 4,467,842
Total 20,370,051 8,072,911


22. Commitments and contingencies

Licensing-in agreements
The Group is required to pay royalties related to net sales of certain products, consistent with industry standards.


Operating lease commitments
The future minimum lease payments under non-cancelable operating leases are as follows:
[CHF] 2002 2001
Within one year 4,500,562 3,940,116
Later than one year and not later than 5 years 14,722,635 14,502,695
Later than five years 1,679,052 1,374,902
Total 20,902,249 19,817,713


Operating lease commitments comprise mainly future rental payments for offices and laboratories.

Capital commitments
At December 31, 2002 capital commitments which have not been recognized in the financial statements amounted to CHF 184,187.


23. Stock option plans

No compensation expense has been recognized for options granted under the Option Plans except to the extent that the social security costs related to the issuance of options have been expensed.

Option plans
Options are granted at the beginning of employment or service. The options vest on a pro-rata basis quarterly 4 years from the date of grant, with an one year initial cliff vesting. All options expire no later than ten years from the date of approval of the respective plan. One option entitles to one share.

Summary of otion plans

2002 2001
Shares authorized for issuance 3,700,000 3,200,000
Share options available for grants 323,937 99,032
Share options vested 2,258,173 1,484,321

Share options outstanding at the end of the year have the following terms:

Exercise Price [CHF] 2002 2001
Up to 25 958,190 1,215,160
From 25.1 to 50.0 242,428 80,160
From 50.1 to 75.0 629,206 489,464
From 75.1 to 100.0 19,776
From 100.1 to 150.0 253,504 287,788
From 150.1 to 250.0 200,576 210,176
Total 2,303,680 2,282,748

Weighted average price of options outstanding

54.29

50.10


Movements in the number of share options outstanding are as follows:

[Share options] 2002 2001
January 1 2,282,748 3,284,472
Granted 372,364 653,624
Exercised (241,699) (1,616,100)
Canceled (96,317) (39,248)
Expired (13,416)
December 31 2,303,680 2,282,748


24. Subsidiaries

Company Country Location Ownership Interest Consolidation method Share Capital
Actelion Pharmaceuticals Australia Pty Ltd
Australia

Sydney

100 %

Full

AUD 2,016,667
Actelion Pharmaceuticals
Austria GmbH

Austria

Vienna

100 %

Full

EUR 35,000
Actelion Pharmaceuticals
do Brasil Ltda

Brazil

Rio de Janeiro

100 %

Full

BRL 376,444
Actelion Pharmaceuticals
Canada Inc

Canada

Laval

100 %

Full

CAD 2,600,000
Actelion Pharmaceuticals
France SAS

France

Paris

100 %

Full

EUR 200,000
Actelion Pharmaceuticals
Deutschland GmbH

Germany

Freiburg

100 %

Full

EUR 1,000,000
Actelion Pharmaceuticals
Hellas SA

Greece

Chalandri

100 %

Full

EUR 84,300
Actelion Pharmaceuticals
Italia S r l

Italy

Milan

100 %

Full

EUR 15,000
Actelion Pharmaceuticals
Japan Ltd

Japan

Tokyo

100 %

Full

JPY 95,000,000
Actelion Pharmaceuticals
Nederland BV

Netherlands

Hoofddorp

100 %

Full

EUR 50,000
Actelion Pharmaceuticals
Espana SL

Spain

Barcelona

100 %

Full

EUR 3,100
Actelion Pharmaceuticals
Sverige AB

Sweden

Danderyd

100 %

Full

SEK 1,000,000
Actelion Pharmaceuticals Ltd (CH)
Switzerland

Allschwil

100 %

Full

CHF 614,610
Actelion Pharmaceuticals UK Ltd
United Kingdom

London

100 %

Full

EUR 250,000

Actelion Registration Ltd

United Kingdom

London

100 %

Full

GBP 0
Actelion Pharmaceuticals US Inc
United States
South San Francisco
100 %

Full

USD 5,000

Hesperion Ltd

Switzerland

Allschwil

69.1 %

Full

CHF 140,000


25. Related party transactions

Senior executive and board compensation

  Year ended December 31,
Senior executives 2002 2001
Monetary compensation 4,193,726 2,241,959
Share options granted 97,200 52,168
Members 11 9

Board members
   
Monetary compensation 105,000 90,000
Share options granted 13,500 5,000
Members 7 6