Summary of Consolidated Financial Results [Japanese GAAP]

For the First Quarter of the Fiscal Year Ending March 31, 2021

July 31, 2020

Listed company: Nippon Kayaku Co., Ltd. (URL https://www.nipponkayaku.co.jp/english/)

Listed stock exchange: First Section, Tokyo Stock Exchange

Code No.: 4272

Representative (name, position): Atsuhiro Wakumoto, President

Director in charge of inquiries: Tsutomu Kawamura, Director, General Manager of Finance & Accounting Division, Financial Group

Filing date of quarterly securities report: August 7, 2020

Scheduled date for start of dividend payments: -

Preparation of supplementary materials for quarterly financial results: Yes

Quarterly results presentation meeting: Yes (for securities analysts and institutional investors)

1. Consolidated Business Results for the First Quarter of Fiscal Year Ending March 31, 2021 (April 1, 2020- June 30, 2020)

(Figures shown are rounded down to the nearest million yen.)

(1) Consolidated Operating Results

(Percentages indicate amount of change from the same period of the previous fiscal year.)

Net sales

Operating income

Ordinary income

Profit attributable to

owners of parent

First quarter of

Million yen

%

Million yen

%

Million yen

%

Million yen

%

fiscal year ending

36,825

(14.1)

2,773

(41.5)

2,984

(35.1)

1,748

(44.0)

March 31, 2021

First quarter of

fiscal year ended

42,893

0.9

4,744

(11.9)

4,595

(27.1)

3,122

(29.9)

March 31, 2020

Note: Comprehensive income

First quarter of fiscal year ending March 31, 2021:

4,326 million

yen (-%)

First quarter of fiscal year ended March 31, 2020:

120 million

yen

((97.5)%)

Profit attributable to owners of

Profit attributable to owners of

parent per share-primary

parent per share-diluted

First quarter of

Yen

Yen

fiscal year ending

10.24

-

March 31, 2021

First quarter of

fiscal year ended

18.03

18.03

March 31, 2020

Note 1: The percentage year-on-year change in comprehensive income for the first quarter of the fiscal year ending March 31, 2021 exceeds 1,000% and is therefore indicated with a dash (-).

Note 2: Profit attributable to owners of parent per share-diluted for the first quarter of the fiscal year ending March 31, 2021 is indicated with a dash (-) because the dilutive shares that do exist do not have a significant dilutive effect.

This document is an English translation of parts of the Japanese-language original.

All financial information has been prepared in accordance with generally accepted accounting principles in Japan.

Nippon Kayaku Co., Ltd.

Summary of Consolidated Financial Results [Japanese GAAP]

For the First Quarter of the Fiscal Year Ending March 31, 2021

(2) Consolidated Financial Position

Total assets

Net assets

Equity ratio

As of June 30,

Million yen

Million yen

%

287,373

211,776

73.5

2020

As of March 31,

278,496

210,019

75.2

2020

Reference: Equity As of June 30, 2020: 211,112 million yen

As of March 31, 2020: 209,344 million yen

2. Status of Dividends

Dividend amount per share

End of first

End of second

End of third

End of year

Year

quarter

quarter

quarter

Yen

Fiscal year ended

-

15.00

-

15.00

30.00

March 31, 2020

Fiscal year ending

-

March 31, 2021

Fiscal year ending

March 31, 2021

15.00

-

15.00

30.00

(forecast)

Note: Changes to the most recent dividend forecast: None

3. Consolidated Business Results Forecasts for the Fiscal Year Ending March 31, 2021 (April 1, 2020- March 31, 2021)

(Percentages indicate amount of change from the same period of the previous fiscal year.)

Profit attributable to

Profit attributable to

Net sales

Operating income

Ordinary income

owners of parent

owners of parent per

share

Million yen

%

Million yen

%

Million yen

%

Million yen

%

Yen

First half

77,000

(10.1)

4,500

(50.3)

5,000

(45.3)

3,000

(52.7)

17.57

Note: Changes to the most recent forecast for consolidated business results: Yes

Notes regarding consolidated business results forecasts

The forecasts for the first half of the fiscal year ending March 31, 2021 announced on May 22, 2020 have been revised. See the disclosure today entitled, Notice of Revision to the Business Results Forecasts for the First Half of the Fiscal Year Ending March 31, 2021 for further details.

We are not disclosing consolidated business results forecasts for the fiscal year ending March 31, 2021 at the present time because it is difficult to predict the impact from the spread of the novel coronavirus (COVID-19). The full-year forecasts will be disclosed once we have determined them.

Notes

  1. Significant changes in subsidiaries during the first quarter (changes in designated subsidiaries that result in changes in scope of consolidation): None
  2. Adoption of special accounting methods for presenting the quarterly consolidated financial statements: None
  3. Changes to accounting policies and estimates and restatement
    1. Changes to accounting policies associated with revision of accounting standards or similar items: None
    2. Changes other than [1]: None
    3. Changes to accounting estimates: None
    4. Restatements: None
  4. Number of shares issued (common stock)
    1. Number of shares issued at end of the fiscal period (including treasury stock) As of June 30, 2020: 177,503,570 shares
      As of March 31, 2020: 177,503,570 shares

This document is an English translation of parts of the Japanese-language original.

All financial information has been prepared in accordance with generally accepted accounting principles in Japan.

Nippon Kayaku Co., Ltd.

Summary of Consolidated Financial Results [Japanese GAAP]

For the First Quarter of the Fiscal Year Ending March 31, 2021

    1. Number of treasury stock at end of the fiscal period As of June 30, 2020: 6,709,860 shares
      As of March 31, 2020: 6,709,685 shares
    2. Average number of shares during the fiscal period (cumulative)
      First quarter of fiscal year ending March 31, 2021: 170,793,776 shares
      First quarter of fiscal year ended March 31, 2020: 173,144,631 shares
  • Quarterly summary financial statements are not subject to audit by a certified public accountant or audit firm.
  • Analysis related to appropriate use of the business forecasts, and other notes

(Disclaimer concerning forward-looking statements)

The information in this report constitutes forward-looking statements regarding future events and performance. This information is based on the beliefs and assumptions of management in light of information currently available to it at the time of announcement and subject to a number of uncertainties that may affect future results. Actual business results may differ substantially from the forecasts herein due to various factors. For matters pertaining to business forecasts, please refer to "(3) Analysis of Forward-looking Statements, Including Consolidated Business Forecasts" on page 3 of the Supplementary Information.

(How to obtain the materials for the briefing on quarterly financial results)

We have scheduled a teleconference for securities analysts and institutional investors on Friday, July 31, 2020. The materials for the briefing will be posted on the corporate website.

This document is an English translation of parts of the Japanese-language original.

All financial information has been prepared in accordance with generally accepted accounting principles in Japan.

Nippon Kayaku Co., Ltd.

Summary of Consolidated Financial Results [Japanese GAAP]

For the First Quarter of the Fiscal Year Ending March 31, 2021

Supplementary Information

Contents

1. Qualitative Information Concerning Results for the First Quarter

2

(1) Analysis of Operating Results

2

(2) Analysis of Financial Position

3

(3) Analysis of Forward-looking Statements, Including Consolidated Business Forecasts

3

2. Quarterly Consolidated Financial Statements and Notes to Consolidated Financial Statements

4

(1) Consolidated Balance Sheets

4

(2) Consolidated Statements of Income & Consolidated Statements of Comprehensive Income

6

(3) Notes to Quarterly Consolidated Financial Statements

8

(Notes Regarding Assumptions for the Going Concern)

8

(Notes in Case of Significant Change in Shareholders' Equity)

8

(Segment Information and Other Items)

8

(Business Combinations, etc.)

10

(Additional Information)

11

This document is an English translation of parts of the Japanese-language original.

All financial information has been prepared in accordance with generally accepted accounting principles in Japan.

- 1 -

Nippon Kayaku Co., Ltd.

Summary of Consolidated Financial Results [Japanese GAAP]

For the First Quarter of the Fiscal Year Ending March 31, 2021

1. Qualitative Information Concerning Results for the First Quarter

(1) Analysis of Operating Results

During the first quarter of this consolidated fiscal year (April 1 to June 30, 2020), a rapid deceleration in the global economy was seen from restrictions on economic activity to prevent the spread of the novel coronavirus. The increase in people infected with the virus led to restrictions on overseas travel and stay-at-home restrictions in the U.S. and Europe from March onward, and economic activity stagnated as steps were taken to close stores and other businesses, leading to an even greater deceleration in the economy. In China, economic conditions remained severe despite the resumption of economic activity and consequent signs of recovery, owing to the impact of stagnant overseas demand, restrictions on economic activities, and other factors. The declaration of a State of Emergency by the Japanese government in light of the spread of the virus caused further slowing of consumer spending and corporate revenues, making the future of the Japanese economy uncertain.

Amid these conditions, the Nippon Kayaku Group worked to implement the key themes and resolve the mid- and long-term key issues outlined in "KAYAKU Next Stage," the mid-term business plan launched in the fiscal year ended March 31, 2020, while also making active use of staggered work, telecommuting, and other systems to accommodate the restrictions on corporate activity. We took these steps to ensure the safety of employees working in the Company and at Group companies while also implementing a new lifestyle and promote efficient workstyles aimed at minimizing the impact on our business.

As a result, net sales for the first quarter of this consolidated fiscal year totaled 36,825 million yen, a decrease of 6,067 million yen (14.1%) year-on-year. Sales in the pharmaceuticals business outperformed the first quarter of the previous fiscal year, while sales in the functional chemicals and the safety systems businesses declined.

Operating income totaled 2,773 million yen, a decrease of 1,970 million yen (41.5%) year-on-year, due to the decline in net sales.

Ordinary income totaled 2,984 million yen, a decrease of 1,610 million yen (35.1%) year-on-year.

Profit attributable to owners of parent was 1,748 million yen, a decrease of 1,373 million yen (44.0%) year-on-year.

Performance by business segment is as described below.

[Functional Chemicals Business]

Sales stood at 15,833 million yen, a decrease of 1,141 million yen (6.7%) year-on-year.

The functional materials business outperformed the first quarter of the previous fiscal year, despite a decline in vehicle-related sales. This resulted from strong sales of epoxy resins used in semiconductor encapsulation and circuit boards due to increased demand for IT equipment such as high-speed (5G) communications devices and PCs.

The color materials business underperformed the first quarter of the previous fiscal year due to slow sales of dyes for textiles due to the impact from the spread of the novel coronavirus. Sales of colorants for inkjet printers for consumer use were firm due to telecommuting.

The catalyst business outperformed the same period of the previous fiscal year, both in Japan and overseas.

The Polatechno Group saw slow sales of both dye-type polarizing films and components for X-ray analysis systems due to the impact from the spread of the novel coronavirus, underperforming the same period of the previous fiscal year.

The decline in sales of the color materials business and the Polatechno Group resulted in a 224 million yen (13.0%) decline in segment profit from the same period of the previous fiscal year to 1,504 million yen.

[Pharmaceuticals Business]

Sales stood at 12,690 million yen, an increase of 842 million yen (7.1%) year-on-year.

Pharmaceuticals in Japan were impacted by two drug price revisions in October 2019 and April 2020. Nevertheless, the segment outperformed the first quarter of the previous fiscal year as growth in sales contributed to performance due to the switch to biosimilars and generic drugs, and growth in the antibody biosimilars, TRASTUZUMAB BS and INFLIXIMAB BS, in particular. The new drug, APREPITANT capsules, also contributed to sales.

Although sales of active pharmaceutical ingredients and contract production for the Japanese domestic market underperformed the same period of the previous fiscal year, exports outperformed the same period of the previous fiscal year. Diagnostic agents underperformed the same period of the previous fiscal year, owing to the impact from the reduction in medical exams due to the spread of the novel coronavirus.

Segment profit was totaled 2,151 million yen, an increase of 75 million yen (3.6%) year-on-year.

This document is an English translation of parts of the Japanese-language original.

All financial information has been prepared in accordance with generally accepted accounting principles in Japan.

- 2 -

Nippon Kayaku Co., Ltd.

Summary of Consolidated Financial Results [Japanese GAAP]

For the First Quarter of the Fiscal Year Ending March 31, 2021

[Safety Systems Business]

Sales stood at 6,301 million yen, a decrease of 5,643 million yen (47.2%) year-on-year.

Sales of airbag inflators, micro gas generators for seatbelt pretensioners, and squibs underperformed the first quarter of the previous fiscal year owing to the slump in the automotive market in all regions outside of China, including Japan, under the impact from the spread of the novel coronavirus.

A decline in sales due to the slump in the automotive market led to segment profit of 262 million yen, a decrease of 1,825 million yen (87.4%) from the same period of the previous fiscal year.

[Other]

Sales stood at 1,999 million yen, a decrease of 125 million yen (5.9%) year-on-year.

The agrochemicals business overall saw a year-on-year decline despite the year-on-year growth in domestic sales as exports underperformed the same period during the previous fiscal year.

Sales in real estate and other business increased compared to the first quarter of the previous fiscal year. Segment profit totaled 507 million yen, an increase of 69 million yen (15.9%) year-on-year, owing to growth

sales for real estate and other businesses.

(2) Analysis of Financial Position

Status of Assets, Liabilities, and Net Assets

Total assets were 287,373 million yen, an increase of 8,876 million yen from the end of the previous consolidated fiscal year. The main increases were in securities, an increase of 5,292 million yen; investment securities, an increase of 2,809 million yen; and goodwill, an increase of 2,467 million yen. The main decrease was in cash and deposits, a decrease of 3,264 million yen.

Liabilities were 75,596 million yen, an increase of 7,119 million yen compared to the end of the previous consolidated fiscal year. The main increases were in short-term loans payable, an increase of 9,528 million yen; and deposits received (included in "other" under current liabilities), an increase of 857 million yen. The main decreases were in income taxes payable, a decrease of 2,451 million yen; and accrued expenses (included in "other" under current liabilities), a decrease of 862 million yen.

Net assets were 211,776 million yen, an increase of 1,757 million yen compared to the end of the previous consolidated fiscal year. The main increases were in unrealized holding gains on other securities, an increase of 1,943 million yen; and translation adjustments, an increase of 590 million yen. The main decrease was in retained earnings, a decrease of 813 million yen (a 2,561 million yen decrease from dividends paid and a 1,748 million yen increase in profit attributable to owners of parent).

(3) Analysis of Forward-looking Statements, Including Consolidated Business Forecasts

The future business environment surrounding the Nippon Kayaku Group still bears the risk of an economic slowdown despite signs of a recovery in the global economy, due to uncertainty over an economic downswing under the impact from the spread of the novel coronavirus and U.S.-China trade friction, among other factors. The Japanese economy is still feeling the impact from the spread of the novel coronavirus and is being supported by monetary easing and the benefits from economic measures implemented by the Japanese government, but is expected to gradually improve from the second half of 2020.

Under these conditions, the Nippon Kayaku Group will work to ascertain and respond globally to the changing conditions. We will endeavor to keep our employees safe, while also continuing efforts to minimize the significant impact of this infectious disease on the business results of the Nippon Kayaku Group. The Nippon Kayaku Group also aims to respond flexibly to changes in the business environment and pursue optimal use of operating capital to increase the shareholder value, as well as expand existing businesses in global growth markets, accelerate the development of new businesses and new products, and enhance profits.

The forecasts for the first half of the fiscal year ending March 31, 2021 announced on May 22, 2020 have been revised. See the disclosure today entitled, Notice of Revision to the Business Results Forecasts for the First Half of the Fiscal Year Ending March 31, 2021 for further details.

Moreover, because it is difficult to predict the impact that the spread of the novel coronavirus will have on performance for the full consolidated fiscal year ending March 31, 2021, the Company is not disclosing forecasts at present. We will disclose full-year forecasts once we have determined them.

This document is an English translation of parts of the Japanese-language original.

All financial information has been prepared in accordance with generally accepted accounting principles in Japan.

- 3 -

Nippon Kayaku Co., Ltd.

Summary of Consolidated Financial Results [Japanese GAAP]

For the First Quarter of the Fiscal Year Ending March 31, 2021

2. Quarterly Consolidated Financial Statements and Notes to Consolidated Financial Statements

(1) Consolidated Balance Sheets

As of March 31, 2020

As of June 30, 2020

Million yen

Assets

Current assets

Cash and deposits

43,222

39,958

Notes and accounts receivable-trade

51,940

48,678

Electronically recorded monetary claims-operating

1,846

1,346

Securities

4,132

9,425

Merchandise and finished goods

30,987

30,542

Work in process

1,640

1,419

Raw materials and stores

14,988

16,882

Other

4,384

4,934

Allowance for doubtful accounts

(39)

(33)

Total current assets

153,102

153,155

Non-current assets

Property, plant and equipment

Buildings and structures, net

40,249

40,910

Machinery, equipment and vehicles, net

24,748

24,508

Other, net

20,961

21,672

Total property, plant and equipment

85,960

87,091

Intangible assets

Goodwill

748

3,216

Other

2,613

4,928

Total intangible assets

3,362

8,144

Investments and other assets

Investment securities

30,661

33,471

Net defined benefit asset

1,291

1,313

Other

4,140

4,219

Allowance for doubtful accounts

(22)

(23)

Total investments and other assets

36,071

38,980

Total non-current assets

125,393

134,217

Total assets

278,496

287,373

This document is an English translation of parts of the Japanese-language original.

All financial information has been prepared in accordance with generally accepted accounting principles in Japan.

- 4 -

Nippon Kayaku Co., Ltd.

Summary of Consolidated Financial Results [Japanese GAAP]

For the First Quarter of the Fiscal Year Ending March 31, 2021

As of March 31, 2020

As of June 30, 2020

Million yen

Liabilities

Current liabilities

Notes and accounts payable-trade

15,914

15,501

Short-term loans payable

4,359

13,888

Accounts payable-other

8,917

8,613

Income taxes payable

2,646

195

Other

6,961

7,079

Total current liabilities

38,800

45,278

Non-current liabilities

Bonds payable

12,000

12,000

Long-term loans payable

6,182

6,129

Net defined benefit liability

426

434

Other

11,067

11,754

Total non-current liabilities

29,676

30,318

Total liabilities

68,477

75,596

Net assets

Shareholders' equity

Common stock

14,932

14,932

Additional paid-in capital

15,757

15,757

Retained earnings

184,156

183,342

Treasury stock

(7,871)

(7,871)

Total shareholders' equity

206,975

206,161

Accumulated other comprehensive income

Unrealized holding gains on other securities

7,856

9,799

Translation adjustments

(4,589)

(3,998)

Remeasurements of defined benefit plans

(897)

(849)

Total accumulated other comprehensive income

2,369

4,951

Non-controlling interests

675

664

Total net assets

210,019

211,776

Total liabilities and net assets

278,496

287,373

This document is an English translation of parts of the Japanese-language original.

All financial information has been prepared in accordance with generally accepted accounting principles in Japan.

- 5 -

Nippon Kayaku Co., Ltd.

Summary of Consolidated Financial Results [Japanese GAAP]

For the First Quarter of the Fiscal Year Ending March 31, 2021

(2) Consolidated Statements of Income & Consolidated Statements of Comprehensive Income

Consolidated Statements of Income

First quarter of

First quarter of

fiscal year ended March

fiscal year ending March

31, 2020

31, 2021

Million yen

Net sales

42,893

36,825

Cost of sales

28,057

24,676

Gross profit on sales

14,836

12,148

Selling, general and administrative expenses

10,092

9,375

Operating income

4,744

2,773

Non-operating income

Interest income

67

61

Dividend income

385

331

Equity in earnings of affiliates

143

42

Other

216

184

Total non-operating income

812

618

Non-operating expenses

Interest expense

73

50

Foreign exchange losses

805

288

Other losses

82

68

Total non-operating expenses

961

407

Ordinary income

4,595

2,984

Extraordinary income

Gain on sales of non-current assets

0

0

Total extraordinary income

0

0

Extraordinary loss

Loss on disposal of non-current assets

78

104

Loss on valuation of investment securities

88

-

Total extraordinary loss

166

104

Profit before income taxes

4,428

2,879

Income taxes-current

774

124

Income taxes-deferred

488

1,006

Total income taxes

1,263

1,131

Profit

3,165

1,748

Profit attributable to non-controlling interests

43

0

Profit attributable to owners of parent

3,122

1,748

This document is an English translation of parts of the Japanese-language original.

All financial information has been prepared in accordance with generally accepted accounting principles in Japan.

- 6 -

Nippon Kayaku Co., Ltd.

Summary of Consolidated Financial Results [Japanese GAAP]

For the First Quarter of the Fiscal Year Ending March 31, 2021

Consolidated Statements of Comprehensive Income

First quarter of

First quarter of

fiscal year ended March

fiscal year ending March

31, 2020

31, 2021

Million yen

Profit

3,165

1,748

Other comprehensive income

Unrealized holding gains on other securities

(1,484)

1,943

Translation adjustments

(1,582)

586

Remeasurements of defined benefit plans

21

47

Share of other comprehensive income of companies

0

0

accounted for by the equity-method

Total other comprehensive income

(3,045)

2,577

Comprehensive income

120

4,326

Comprehensive income attributable to:

Owners of parent

249

4,330

Non-controlling interests

(129)

(4)

This document is an English translation of parts of the Japanese-language original.

All financial information has been prepared in accordance with generally accepted accounting principles in Japan.

- 7 -

Nippon Kayaku Co., Ltd.

Summary of Consolidated Financial Results [Japanese GAAP]

For the First Quarter of the Fiscal Year Ending March 31, 2021

(3) Notes to Quarterly Consolidated Financial Statements

(Notes Regarding Assumptions for the Going Concern) No items to report

(Notes in Case of Significant Change in Shareholders' Equity) No items to report

(Segment Information and Other Items)

First quarter of the fiscal year ended March 31, 2020 (April 1, 2019-June 30, 2019) 1. Information on sales and profit (loss) by reportable segment

Reportable segments

Other

Adjust-

Consoli-

Functional

Pharma-

Safety

Total

ments

dated

(Note 1)

chemicals

ceuticals

systems

Total

(Note 2)

(Note 3)

business

business

business

Million yen

Sales

16,974

11,848

11,945

40,768

2,124

42,893

-

42,893

Sales to third parties

Intersegment sales

25

0

-

25

24

50

(50)

-

and transfers

Total

17,000

11,848

11,945

40,794

2,149

42,943

(50)

42,893

Segment profit

1,729

2,075

2,088

5,892

438

6,331

(1,587)

4,744

Note 1: "Other" indicates a business segment that is not included in the reportable segments, including the agrochemicals business and real estate business.

Note 2: The 1,587 million yen downward adjustment to segment profit reflects a negative 1,602 million yen in corporate expense not allocable to the reportable segments and 15 million yen in eliminations for intersegment transactions. The corporate expense is mainly a general and administrative expense that is not attributed to the reportable segments.

Note 3: Segment profit has been adjusted to correspond with the total operating income as shown in the consolidated statements of income.

  1. Changes in reportable segments No items to report
  2. Information concerning impairment losses on non-current assets, goodwill, etc. by reportable segment No items to report

First quarter of the fiscal year ending March 31, 2021 (April 1, 2020-June 30, 2020) 1. Information on sales and profit (loss) by reportable segment

Reportable segments

Other

Adjust-

Consoli-

Functional

Pharma-

Safety

Total

ments

dated

(Note 1)

chemicals

ceuticals

systems

Total

(Note 2)

(Note 3)

business

business

business

Million yen

Sales

Sales to third parties

15,833

12,690

6,301

34,825

1,999

36,825

-

36,825

Intersegment sales

34

0

-

34

23

58

(58)

-

and transfers

Total

15,867

12,690

6,301

34,860

2,023

36,884

(58)

36,825

Segment profit

1,504

2,151

262

3,918

507

4,426

(1,652)

2,773

Note 1: "Other" indicates a business segment that is not included in the reportable segments, including the agrochemicals business and real estate business.

Note 2: The 1,652 million yen downward adjustment to segment profit reflects a negative 1,664 million yen in corporate expense not allocable to the reportable segments and 11 million yen in eliminations for intersegment transactions. The corporate expense is mainly a general and administrative expense that is not attributed to the reportable segments.

This document is an English translation of parts of the Japanese-language original.

All financial information has been prepared in accordance with generally accepted accounting principles in Japan.

- 8 -

Nippon Kayaku Co., Ltd.

Summary of Consolidated Financial Results [Japanese GAAP]

For the First Quarter of the Fiscal Year Ending March 31, 2021

Note 3: Segment profit has been adjusted to correspond with the total operating income as shown in the consolidated statements of income.

2. Changes in reportable segments

(Revision of the method for allocation of corporate expenses)

From the first quarter of the consolidated fiscal year under review, the Company's general and administrative expenses which has previously been allocated among the reportable segments, have been reclassified as corporate expenses. This was done to reflect the actual state of responsibility for management activities for the entire Group and to more accurately ascertain the performance of each reportable segment.

This has resulted in increases in segment profit in the first quarter of the consolidated fiscal year under review of 774 million yen in the functional chemicals business, 455 million yen in the pharmaceuticals business, 456 million yen in the safety systems business, and 79 million yen in the other businesses, and a decrease of 1,765 million yen in adjustments to segment profit compared calculations under the previous method.

The segment information provided for the first quarter of the previous fiscal year has been recalculated to show segment profit and loss after the revision.

3. Information concerning impairment losses on non-current assets, goodwill, etc. by reportable segment (Material change in the amount of goodwill)

The acquisition of a business from Henkel AG & Co. KGaA in the functional chemicals business resulted in goodwill. This event resulted in an increase in goodwill of 2,602 million yen in the first quarter of the consolidated fiscal year under review.

This document is an English translation of parts of the Japanese-language original.

All financial information has been prepared in accordance with generally accepted accounting principles in Japan.

- 9 -

Nippon Kayaku Co., Ltd.

Summary of Consolidated Financial Results [Japanese GAAP]

For the First Quarter of the Fiscal Year Ending March 31, 2021

(Business Combinations, etc.)

(Business combination through acquisition)

The Company approved transfer of the LCD and semiconductor cleaner business operated by Henkel AG & Co. KGaA (Head office: Düsseldorf, Germany) to the Company at the Board of Directors meeting on December 24, 2019. The business transfer agreement was concluded on the same day, and the business was transferred on April 1,

2020. A summary of the transaction is provided below.

  1. Summary of business combination
    1. Name and description of business acquired
      Name of company acquired from: Henkel AG & Co. KGaA
      Description of business: LCD and semiconductor cleaner business
    2. Reason for business combination
      LCD and semiconductor cleaners are always used to wash substrates and in the developing and photoresist stripping processes of circuit formation when manufacturing LCDs, semiconductors, and other products. Many different cleaners are used in large volumes. The Company has acquired the business as an addition to its existing epoxy resins for semiconductor encapsulation, MEMS resist, LCD sealants, acrylate for solder resist, and other products to expand and grow the business domain as manufacturer of materials for LCDs and semiconductors and contribute to the achievement of the business targets for 2025.
    3. Date of business combination April 1, 2020
    4. Legal form of business combination Business transfer for cash
    5. Name of company after combination No change.
    6. Main grounds for the decision to acquire the business The company paid cash to acquire the business.
  2. Period of performance for the acquired business included in the Consolidated Statements of Income for the first quarter of the consolidated fiscal year under review:

  3. April 1 to June 30, 2020
  4. Breakdown of the acquisition cost of business acquired and type of payment:

6,228 million yen in cash was paid as compensation for the business.

4. Amount of goodwill, reason for recognition of goodwill, and amortization method and period

  1. Amount of goodwill recognized 2,602 million yen
  2. Reason for recognition
    To recognize the additional earning power expected from future expansion of the business.
  3. Amortization method and period Straight-line depreciation over eight years

This document is an English translation of parts of the Japanese-language original.

All financial information has been prepared in accordance with generally accepted accounting principles in Japan.

- 10 -

Nippon Kayaku Co., Ltd.

Summary of Consolidated Financial Results [Japanese GAAP]

For the First Quarter of the Fiscal Year Ending March 31, 2021

(Additional Information)

(Company split from consolidated subsidiary (simple, abbreviated absorption-type split))

At its Board of Directors meeting held on March 31, 2020, Nippon Kayaku passed the following resolution for the Company to take over the business of manufacturing and selling polarizing films for LCDs, polarizing films for projectors, and other precision-processed products (hereafter, "the business") from its consolidated subsidiary, POLATECHNO CO., LTD. (hereafter, "Polatechno"), via an absorption-type split (hereafter, "the absorption-type split"), effective on October 1, 2020 (planned date).

1. Summary of transaction

(1) Companies involved in the business combination and names and descriptions of the business

The business of Polatechno, a wholly-owned subsidiary, in manufacturing and selling polarizing films for LCDs, polarizing films for projectors, and other precision-processed products

(2) Date of business combination

Date of Board of Directors resolution approving the absorption-type split agreement (Nippon Kayaku): March 31, 2020

Date of Board of Directors resolution approving the absorption-type split agreement (Polatechno): March 27, 2020

Conclusion date of absorption-type split agreement: May 22, 2020

Date on which the absorption-type split agreement will become effective: October 1, 2020 (planned date)

Note: This absorption-type merger constitutes an abbreviated split under Article 784, Paragraph 1 of the Companies Act for Polatechno, the company splitting off the business; and as a simple split under Article 796, Paragraph 2 of the Companies Act for Nippon Kayaku, the succeeding company. Both companies therefore intend to execute the absorption-type split agreement without obtaining approval from the Shareholders Meeting.

(3) Legal form of business combination

The form is an absorption-type split (simple absorption-type split) in which Polatechno is the splitting company and Nippon Kayaku is the succeeding company.

(4) Name of company after business combination

There are no changes planned to the names, location of headquarters, titles and names of representatives, capital, and fiscal year-end of either company as a result of this absorption-type split at the present time. However, in regard to the description of the main businesses of the split company after the absorption-type split, there are planned changes to the land leasing business by the date on which the absorption-type split will be concluded.

(5) Other information concerning the summary of the transaction

Incorporating the business into the Company as a business division will enable more effective use and optimal allocation of the management resources possessed by both companies, such as human resources, sales channels, production locations, and intellectual property. The Company is aiming to improve the efficiency of and expand the business by integrating the R&D structures of both companies to improve the efficiency and speed of R&D, strengthen governance, and achieve other benefits.

2. Summary of accounting standards implemented

The Company plans to handle the combination as a transaction under common control in accordance with ASBJ Statement No.21, Accounting Standard for Business Combinations (January 16, 2019) and ASBJ Guidance No.10, Implementation Guidance on Accounting Standard for Business Combinations and Accounting Standard for Business Divestitures (January 16, 2019).

(Accounting estimates of the impact from the spread of the novel coronavirus)

The Nippon Kayaku Group estimated impairment losses on non-current assets and determined the recoverability of deferred tax assets for accounting purposes based on internal and external information available at the time the consolidated financial statements were produced. Although the impact and degree of impact from the spread of the novel coronavirus will differ depending on the business, the trend in significant economic deceleration due to declaration of a State of Emergency and the stagnation of economic activities is concerning, and we expect this to impact the performance of the Nippon Kayaku Group.

While we recognize the uncertainty over forecasts of when the spread of the virus will be brought under control,

This document is an English translation of parts of the Japanese-language original.

All financial information has been prepared in accordance with generally accepted accounting principles in Japan.

- 11 -

Nippon Kayaku Co., Ltd.

Summary of Consolidated Financial Results [Japanese GAAP]

For the First Quarter of the Fiscal Year Ending March 31, 2021

we based our decisions on the recoverability of deferred tax assets and recognition of impairment losses in calculating accounting estimates in businesses where there is concern over an impact from declining operating revenues on assumption that the spread of the novel coronavirus will peak out between April and June of 2020 and will subsequently improve.

This document is an English translation of parts of the Japanese-language original.

All financial information has been prepared in accordance with generally accepted accounting principles in Japan.

- 12 -

Attachments

  • Original document
  • Permalink

Disclaimer

Nippon Kayaku Co. Ltd. published this content on 04 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 August 2020 03:01:10 UTC