Consolidated Financial Results for the Fiscal Year Ended December 31, 2022
(Japanese GAAP)
February 14, 2023
Nishimoto Co., Ltd.
Listed exchange:
Tokyo
9260
URL: https://www.wismettac.com/
Yoshiro Susaki, Chairman & CEO
Yuji Sasa, President, Director, Managing Executive Officer,
Contact:(Phone) 03-6870-2015
COO, CFO
Scheduled date of the Annual General Meeting of Shareholders: March 30, 2023
Scheduled date of commencement of dividend payments:
March 16, 2023
Scheduled date of submission of the annual securities report:
March 31, 2023
Preparation of supplementary materials for financial results:
Yes
Holding of financial results presentation meeting:Yes(For institutional investors and analysts)(Amounts are rounded down to the nearest million yen)
1. Consolidated financial results for the fiscal year ended December 31, 2022
(from January 1, 2022 to December 31, 2022)(1) Consolidated results of operations(Percentages denote year-on-year changes)
Company name:
Code:
Representative:

Net sales

Operating income

Million yen%

Profit attributable toowners of parent

Ordinary income

Million yen%

Million yen%

Million yen%

FY ended December 31, 2022
275,20929.1
10,498213,248
26.6
7,301
FY ended December 31, 2021
(Note) Comprehensive income
FY ended December 31, 2022: 14,118 million yen (43.9%)
FY ended December 31, 2021: 9,809 million yen (–%)

43.8
268.3

10,787
7,204

49.7
320.0

6,815
5,028

35.5
394.8

Net income per
share

Diluted net income
Ordinary income to Operating income
Return on equity
per share
total assets
to net sales

Yen

474.87
FY ended December 31, 2022
FY ended December 31, 2021
350.34(Reference) Equity in earnings of affiliates
FY ended December 31, 2022: 88 million yen

Yen

%

%

%

472.80349.90

10.4
9.2

6.7
5.6

3.8
3.4

FY ended December 31, 2021: (8) million yen(2) Consolidated financial position
Total assets

Net assets

Million yen

179,215
FY ended December 31, 2022
FY ended December 31, 2021
141,769(Reference) Shareholders’ equity
FY ended December 31, 2022: 71,544 million yen

Equity ratio

Net assets per share

Million yen%

Yen

72,04859,86239.9
41.9

4,984.67
4,141.34

FY ended December 31, 2021: 59,440 million yen(3) Status of consolidated cash flows
Cash flows fromoperating activities
FY ended December 31, 2022
FY ended December 31, 2021

Cash flows frominvesting activities

Cash flows fromfinancing activities

Cash and cash
equivalents at the end of
the period

Million yen

Million yen

Million yen

Million yen(1,155)2,172(3,084)
(304)

9,869
9,747

75,78765,647

2. Dividends
Annual dividends
First
SecondThird
Year-endquarter-end quarter-end quarter-end
FY ended December 31, 2021
FY ended December 31, 2022
FY ending December 31, 2023
(Forecast)

Total

Total amount
Dividends
Payout ratioof dividends (Consolidated) on net assets(Total)(Consolidated)

Yen

Yen

Yen

Yen

Yen

Million yen

%

%

–
–

35.00
70.00

–
–

70.00
75.00

105.00145.00

1,507
2,081

30.0
30.5

2.7
3.2

–

70.00

–

80.00

150.0029.5

3. Consolidated financial results forecast for the fiscal year ending December 31, 2023 (from January 1, 2023 to
December 31, 2023)

Net sales
Million yen

First half of FY ending
December 31, 2023
FY ending December 31, 2023

Operating income% Million yen(Percentages denote year-on-year changes)
Profit attributable Net income per
Ordinary income
to owners of parent
share% Million yen% Million yen%

Yen

149,000

14.0

5,200

(14.1)

5,200(19.3)

3,600(20.1)

250.82304,000

10.5

11,0004.8

11,000

2.0

7,300

7.1

508.61* Notes(1) Changes in significant subsidiaries during the period (Changes in specified subsidiaries
None
resulting in changes in the scope of consolidation):New– companies (Company name)/ Excluded– companies(Company name)(2) Changes in accounting policies, changes to accounting estimates, and restatements(i) Changes in accounting policies due to revisions of accounting standards: Yes(ii) Changes in accounting policies other than (i) above:None(iii) Changes in accounting estimates:None(iv) Restatements:

None(3) Number of shares outstanding (common stock)(i) Number of shares outstanding at the end of
the period (including treasury shares)(ii) Number of treasury shares at the end of theperiod(iii) Average number of shares during the period

December 31,
2022

14,353,140 shares

December 31,
2021

14,353,140 shares

December 31,
2022

220 shares

December 31,
2021

153 shares

December 31,
2022

14,352,950 shares

December 31,
2021

14,352,991 shares

(Reference) Overview of respective financial results
1. Respective financial results for the period ended December 31, 2022 (from January 1, 2022 to December 31,
2022)(Percentages denote year-on-year changes)(1) Respective operating results
Net sales
FY ended December 31, 2022
FY ended December 31, 2021

Operating income

Ordinary income

Million yen%

Million yen%

Million yen

4,437
3,210

38.2
1.9

1,763
1,152

53.1
(18.9)

2,123
1,219

Net income per share
FY ended December 31, 2022
FY ended December 31, 2021

Net income
%

74.1
6.9

Million yen

%

2,052
1,159

77.0
53.6

Diluted net income
per share

Yen

Yen

143.0280.81

142.4080.71(2) Respective financial position
Total assets
Million yen

58,629FY ended December 31, 2022
50,193
FY ended December 31, 2021
(Reference) Shareholders’ equity
FY ended December 31, 2022: 13,287 million yen

Net assets

Equity ratio

Net assets per share

Million yen%

Yen

13,287
13,23722.7
26.4

925.78922.28FY ended December 31, 2021: 13,237 million yen* These financial results are not audited by certified public accountants or an audit corporation.
* Explanation of the proper use of financial results forecasts and other notes:(Notes on forward-looking statements)
The forward-looking statements such as the financial results forecasts contained in this document are based on information
currently available to the Company and certain reasonable assumptions. Thus, these statements are not intended bymanagement to guarantee the achievement of the forecasts. Actual financial results may differ materially due to various
factors. For the conditions of the assumptions in the forecasts and notes on the use of the forecasts, please see the section titled“(4) Future forecasts” under the chapter titled “1. Overview of operating results, etc.” on page 5 of the attachment.

(How to obtain supplementary explanatory materials for the financial results)
On Tuesday, February 14, 2023, supplementary explanatory materials for the financial results will be disclosed via TDnet andposted on the Company’s website. On Friday, February 17, 2023, based on those materials, a brief meeting will be held toinstitutional investors and analysts on the financial results.

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2022

Attachment: Table of Contents
1. Overview of operating results, etc............................................................................................................................ 2(1) Overview of operating results for the current period ......................................................................................... 2(2) Overview of financial position for the current period ........................................................................................ 4(3) Overview of cash flows for the current period ................................................................................................... 4(4) Future forecasts.................................................................................................................................................. 5
2. Basic approach on selection of accounting standards .............................................................................................. 5
3. Consolidated financial statements and major notes .................................................................................................. 6(1) Consolidated balance sheet ................................................................................................................................ 6(2) Consolidated statements of income and comprehensive income ....................................................................... 8(3) Consolidated statement of changes in equity ................................................................................................... 10(4) Consolidated statement of cash flows .............................................................................................................. 12(5) Notes to the consolidated financial statements ................................................................................................ 13(Notes to assumption of going concern) .......................................................................................................... 13(Changes in accounting policy) ....................................................................................................................... 13(Additional information) .................................................................................................................................. 14(Segment information) ..................................................................................................................................... 14(Business combinations) .................................................................................................................................. 19(Per share information) .................................................................................................................................... 20(Significant subsequent events) ....................................................................................................................... 20-1-

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2022

1. Overview of operating results, etc.
(1) Overview of operating results for the current period
Forward-looking statements in the document are based on the judgment of the Company Group as of the end of the current
consolidated fiscal year.
The “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31, 2020; hereinafter referred to as the“Revenue Recognition Accounting Standard”) has been applied since the beginning of the current consolidated fiscal year, andcompared to the previous accounting method, net sales for the current consolidated fiscal year decreased by 196 million yen.
The impact on gross profit, operating income, ordinary income, and profit before income taxes is immaterial. For details,
please refer to “3. Consolidated financial statements and major notes, (5) Notes to the consolidated financial statements(Changes in accounting policy).”
Year-on-year comparisons in the document refer to the results for the previous year before the application of the Revenue
Recognition Accounting Standard and other accounting standards.
[Overview of the current consolidated fiscal year]
During the current consolidated fiscal year, the world economy saw, on one hand, countries move to reopen their economic
activities after lifting COVID-19 pandemic restrictions, and on the other hand, divisions in international society widen due tothe Russian invasion of Ukraine and the battle for supremacy between the U.S. and China, both of which led to increased
importance put on the supply chain and energy security. The world economy is also facing sharp inflation, and as the prices offood and other daily necessities have continued to rise, concerns about a global economic slowdown have also risen.
Under such circumstances, the Company Group reacknowledged its mission as a food distributor and has been making efforts
to steadily supply goods while ensuring employee safety. The main businesses of the Company Group are the Asian Food
Global Business that distributes Asian food products and ingredients such as Japanese food around the world with a focus on
North America, as well as Europe, China, South East Asia, Australia, etc., and the Agricultural & Seafood Products Trading
Business that distributes fruits and vegetables, fishery products, etc., in domestic markets through imports and domestic
trading, as well as in overseas markets through exports and offshore trading. The Company Group also engages in business that
distributes foreign brand foods, seasonal goods planned and developed by the Company Group, and character goods toimported food stores, daily sundry shops, etc., in Japan, as well as engaging in business that manufactures and distributes
natural supplements. In addition, the Company Group is expanding its business in new areas where “food” and other domains,such as “healthcare,” converge with the aim of evolving into a company that develops and provides solutions for various
challenges facing the food industry.
As for the Asian Food Global Business, the Company Group has been actively promoting initiatives to achieve sustainable andstable incomes from the North American region and an expansion of the business platform in regions outside of North America
as one of our growth strategies. In the Agricultural & Seafood Products Trading Business, the Company Group has beenworking to expand sales to its mainstay domestic markets (wholesale markets, mass retailers, home-meal replacement
industries, restaurant chains, etc.) while also developing overseas distribution routes, including exports of domestic fruits andvegetables, offshore trading, and wholesale business in China.
As a result, with respect to the financial results for the current consolidated fiscal year, net sales stood at 275,209 million yen(29.1% increase year-on-year), operating income amounted to 10,498 million yen (43.8% increase year-on-year), ordinary
income amounted to 10,787 million yen (49.7% increase year-on-year) and profit attributable to owners of parent totaled 6,815
million yen (35.5% increase year-on-year).
Financial results by segment are as follows. Please note that net sales of segments are net sales to external customers.
Effective from the current consolidated fiscal year, the Company has changed the classification method of business segments
to be indicated as reporting segments, and comparisons and analysis for the current consolidated fiscal year are based on theclassification after the change.
[Overview of financial results by segment](i) Asian Food Global BusinessIn regard to the financial results of the Asian Food Global Business for the current consolidated fiscal year, net sales stoodat 216,143 million yen (33.0% increase year-on-year) and operating income amounted to 12,355 million yen (49.6%
increase year-on-year).
In the mainstay North American region, sales to both restaurant and grocery stores remained firm as COVID-19-related
regulations were lifted and the region recovered to its pre-pandemic normality. In addition to a recovery in demand, efforts
to appropriately pass on overall cost increases (manufacturers’ selling prices, ocean freight, and other logistics expenses)-2-

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2022

resulting from inflation and other factors contributed to the year-on-year increase in net sales. Besides, the rapid
depreciation of the yen boosted net sales in yen terms (USD/yen exchange rate for the current fiscal year was 131.43 yen,versus 109.80 yen for the previous year).
As for income, the cost of goods sold and overhead expenses continued to rise, but the tight supply-demand situation
mainly in the first half of the year due to disruptions in international logistics and efforts to appropriately pass on prices, asmentioned above, helped to maintain a high profit margin. While our profit margin has been subject to downward pressurein the adjustment phases of inventories and prices amid rising concerns about an economic slowdown and the process of
supply chain normalization, its impact was within our expectations during the current consolidated fiscal year. As a result,
the Company achieved a significant increase in both net sales and income during the current consolidated fiscal year
compared to the previous year, when it was still dealing with the lingering impact of regulations related to COVID-19.
In regions outside of North America, net sales remained firm in Europe as economic activities were promoted as a resultof the easing of regulations related to COVID-19. However, in and after the latter half of the second quarter, themomentum of the recovery in performance slowed somewhat due to the effects of rising prices and interest rates, increases
in energy costs, etc. In the Asia and Oceania region, net sales declined in the first quarter due to tightened regulations
brought on by the spread of a new coronavirus variant and shortages of products due to deteriorating supply chains, but
net sales recovered steadily in and after the second quarter as regulations were eased and supply shortages began to abate.
On the other hand, we continued to face higher costs due to soaring raw materials prices and higher overhead expenses,
mainly fuel and labor costs.
(ii) Agricultural & Seafood Products Trading BusinessWith respect to the financial results of the Agricultural & Seafood Products Trading Business for the current consolidated
fiscal year, net sales stood at 55,199 million yen (16.6% increase year-on-year) and operating losses amounted to 877
million yen (operating losses of 114 million yen for the previous fiscal year).
As for imported fruits, our main product, inflation in the country of origin, soaring ocean freight costs, and increases inlogistics-related costs, as well as the rapid depreciation of the yen, reduced the price competitiveness against domestically
produced fruits and vegetables. Besides, the Company struggled to secure sales in the domestic market in the face of thetrend among consumers to reduce the frequency of fruit purchases amid the continuing price hikes of daily necessities ingeneral and some mass retailers that reduced the number of products they handled in response to higher selling prices thatwere reflective of the higher costs. Nevertheless, the segment as a whole posted a year-on-year increase in net sales thanks
to the contribution of making Ban Choon Marketing Pte. Ltd., a major fruit and vegetable wholesaler in Singapore, aconsolidated subsidiary in January 2022.
As for income, imported fruits, a core product, faced quality deterioration caused by delayed arrivals of container ships aswell as the aforementioned soaring costs, even as we were taking sales measures that prioritized inventory turnover. As aresult, income decreased year on year although we secured sufficient profit for a time by maintaining market prices when
product arrivals were limited.
(iii) Other businesses
As for the financial results of the other businesses for the current consolidated fiscal year, net sales stood at 3,866 million
yen (12.3% increase year-on-year) and operating losses amounted to 244 million yen (an operating income of 44 million
yen for the previous fiscal year).
In the mainstay imported foods business, both net sales and income had a good start in the first quarter thanks to thesuccess of the biggest sales event of the year—Valentine’s Day. Although income decreased in the second and third
quarters mainly due to the sharp depreciation of the yen combined with price increases of raw materials, both net sales andincome recovered in the fourth quarter mainly due to strong sales of Halloween and Christmas goods. In the supplementbusiness, both net sales and income remained firm due to the introduction of new products and the expansion of the ecommerce business.
On the other hand, for the other businesses as a whole, the development of new businesses in the domestic market, such as
the expansion of the ready-made meal support business in collaboration with well-known restaurants and the food supply
business catering to post-operative and post-acute care patients, resulted in prior selling, general, and administrative
expenses related to these new businesses and led to a year-on-year increase in net sales and a decrease in income.

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Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2022

(2) Overview of financial position for the current period(Assets)
Total assets as of December 31, 2022 stood at 179,215 million yen, an increase of 37,446 million yen compared to
December 31, 2021, and was mainly attributable to the following:
Total current assets as of December 31, 2022 amounted to 151,030 million yen, an increase of 26,293 million yen
compared to December 31, 2021. The increase in total current assets was due to an increase of 10,139 million yen in cash
and deposits, an increase of 8,086 million yen in inventories, and an increase of 6,863 million yen in notes and accounts
receivable—trade.
Total non-current assets as of December 31, 2022 came to 28,184 million yen, an increase of 11,152 million yen compared
to December 31, 2021. The increase in total non-current assets was due to an increase of 9,745 million yen in leased
assets, net.
(Liabilities)
Total liabilities as of December 31, 2022 stood at 107,166 million yen, an increase of 25,259 million yen compared to
December 31, 2021, and was mainly attributable to the following:
Total current liabilities as of December 31, 2022 amounted to 33,613 million yen, a decrease of 3,079 million yen
compared to December 31, 2021. The decrease in current liabilities was due to a decrease of 8,772 million yen in thecurrent portion of long-term loans payable, despite an increase of 3,133 million yen in short-term loans payable and anincrease of 2,092 million yen in lease obligations.
Total non-current liabilities as of December 31, 2022 amounted to 73,553 million yen, an increase of 28,339 million yen
compared to December 31, 2021. The increase in non-current liabilities was due to an increase of 20,558 million yen in
long-term loans payable and an increase of 8,134 million yen in lease obligations.
(Net assets)
Total net assets as of December 31, 2022 amounted to 72,048 million yen, an increase of 12,186 million yen compared to
December 31, 2021. The increase in total net assets was mainly due to an increase of 7,307 million yen in foreign currency
exchange rate adjustments and an increase of 4,843 million yen in retained earnings.

(3) Overview of cash flows for the current period
Cash and cash equivalents (hereinafter referred to as “funds”) as of December 31, 2022 amounted to 75,787 million yen, an
increase of 10,139 million yen compared to December 31, 2021.
The status of respective cash flows for the current consolidated fiscal year and the main factors affecting them are as follows:(Cash flow from operating activities)
Cash flow from operating activities was negative 1,155 million yen, and major factors were as follows: This was mainly
attributable to income taxes paid of 4,050 million yen, an increase of 3,801 million yen in inventories, an increase of 3,154
million yen in notes and accounts receivable—trade, and a decrease of 2,503 million yen in notes and accounts payable—
trade, despite 9,926 million yen in profit before income taxes and 2,735 million yen in depreciation and amortization as a
non-cash expense.
The amount of funds spent increased by 3,328 million yen compared to the previous consolidated fiscal year (in whichfunds of 2,172 million yen were generated), which was mainly due to an increase of 5,854 million yen in cash outflow
from notes and accounts payable—trade and an increase of 1,593 million yen in cash outflow from income taxes paid,
despite a decrease of 2,897 million yen in cash outflow from inventories and an increase of 2,583 million yen in profit
before income taxes.
(Cash flow from investing activities)
Cash flow from investing activities was negative 3,084 million yen, and major factors were as follows: This was mainly
attributable to a cash outflow of 2,038 million yen from the purchase of shares of subsidiaries resulting in change in scopeof consolidation and a cash outflow of 685 million yen from the purchase of intangible assets.
The amount of funds spent increased by 2,779 million yen (912.6% increase year-on-year) compared to the previous
consolidated fiscal year. Major factors included the absence of 1,793 million yen in cash inflow due to a net change intime deposits that occurred in the previous fiscal year and an increase of 868 million yen in expenditures for the purchaseof shares of subsidiaries resulting in change in scope of consolidation.

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Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2022

(Cash flow from financing activities)
Cash flow from financing activities was positive 9,869 million yen. This was mainly attributable to a cash inflow of
19,381 million yen from the proceeds from long-term borrowings and a cash inflow of 2,710 million yen due to a netchange in short-term loans payable, despite a cash outflow of 9,582 million yen from repayments of long-term borrowings
and a cash outflow of 209 million yen for cash dividends paid.
The amount of funds obtained increased by 121 million yen (1.3% increase year-on-year) compared to the previous
consolidated fiscal year. Major factors included an increase of 8,119 million yen in cash inflow from the proceeds fromlong-term borrowings and an increase of 2,439 million yen in cash inflow due to a net change in short-term loans payable,
despite an increase of 8,954 million yen in expenditures due to repayments of long-term borrowings and an increase of
1,219 million yen in expenditures due to an increase in cash dividends paid.

(4) Future forecasts(Millions of yen)
FY ended
December 31, 2022
(Actual)FY ending
December 31, 2023
(Forecast)

Increase (decrease)

Increase(decrease) rate

Net sales

275,209

304,000

28,790

10.5

Operating income

10,49811,000501

4.8

Ordinary income

10,787

11,000212

2.0Profit attributable toowners of parent

6,815

7,300

484

7.1

In the current consolidated fiscal year, the Company as a whole achieved a significant year-on-year increase in both net sales
and income mainly due to sales remaining strong in the Asian Food Global Business which reflected the recovery trend in
consumption demand. However, income decreased year on year in the Agricultural & Seafood Products Trading Business as it
was significantly affected by external factors, such as disruptions in international logistics and the depreciation of the yen.
The Japanese and other Asian food markets are expected to continue to grow steadily all over the world, and the Company
aims to achieve steady growth by promoting initiatives to develop new sales channels and expand its market share. On theother hand, as rapid inflation is causing higher procurement costs and increases in personnel and logistics expenses, we expect
a slight decline in profit margins from the previous fiscal year.
In the Agricultural & Seafood Products Trading Business, the Company will focus on making a recovery in net sales in its
mainstay domestic markets while also promoting exports of Japanese fruits and vegetables.
Besides near-term aims to expand sales and secure income in existing businesses, in order to achieve further growth in the
Company Group, the Company will continue to promote initiatives to strengthen the existing business foundation, such as the
improvement of warehouse operations and logistics systems, as well as making investments in human resources to realize thetransformation of business models.
Accordingly, we expect that net sales will stand at 304,000 million yen (an increase of 28,790 million yen year-on-year),
operating income will amount to 11,000 million yen (an increase of 501 million yen year-on-year), ordinary income willamount to 11,000 million yen (an increase of 212 million yen year-on-year), and profit attributable to owners of parent will
total 7,300 million yen (an increase of 484 million yen year-on-year).
[Prerequisites for the forecast]
The exchange rate is assumed to be 130 yen/U.S. dollar.

2. Basic approach on selection of accounting standards
The Company Group prepares the consolidated financial statements in accordance with Japanese Generally Accepted Accounting
Principles (“Japanese GAAP”), taking into consideration the workload for establishing the system for the preparation of theconsolidated financial statements in accordance with International Financial Reporting Standards (IFRS).

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Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2022

3. Consolidated financial statements and major notes(1) Consolidated balance sheet
FY 2021(As of December 31, 2021)
AssetsCurrent assets
Cash and deposits
Notes and accounts receivable—trade
Inventories
Other
Allowance for doubtful accounts
Total current assets(Millions of yen)
FY 2022(As of December 31, 2022)

65,64722,45434,4972,539(402)

75,78729,31742,584
3,765(423)

124,737

151,030

Non-current assets
Property, plant and equipment
Buildings and structures, net
Machinery, equipment and vehicles, net
Tools, furniture and fixtures, net
Leased assets, net
Other, net

2,909
421
357
1,453
201

2,839
462
325
11,198252

Total property, plant and equipment

5,344

15,079Intangible assets
Goodwill
Software
Software in progress
Customer-related assets
Other

4,096
290
790
4,415
51

4,546
326
1,221
4,754
51

Total intangible assets

9,644

10,899

262
893
746
148
(7)

392
967
695
149
–

Investments and other assets
Investment securities
Guarantee deposits
Deferred tax assets
Other
Allowance for doubtful accounts
Total investments and other assets
Total non-current assets
Total assets

-6-

2,043

2,205

17,032

28,184

141,769

179,215

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2022

FY 2021(As of December 31, 2021)
Liabilities
Current liabilities
Notes and accounts payable—trade
Short-term loans payable
Current portion of long-term loans payable
Lease obligations
Accounts payable—other
Income taxes payable
Provision for bonuses
Provision for directors’ bonuses
Provision for shareholders’ benefits
Other
Total current liabilities
Non-current liabilities
Long-term loans payable
Lease obligations
Deferred tax liabilities
Provision for bonuses
Provision for share-based remuneration
Net defined benefit liability
Other
Total non-current liabilities(Millions of yen)
FY 2022(As of December 31, 2022)

15,269
3,395
9,221
386
3,347
363
1,279
157
15
3,256

15,171
6,528
448
2,479
3,518
213
1,427
142
23
3,660

36,69333,61340,015
1,115
1,209
135
111
131
2,494

60,573
9,250
1,204
86
455
129
1,853

45,21373,553

Total liabilities

81,906

107,166

Net assets
Shareholders’ equity
Capital stock
Capital surplus
Retained earnings
Treasury shares

2,646
6,531
47,578
(0)

2,646
6,531
52,421(0)56,75561,598

Accumulated other comprehensive income
Valuation difference on available-for-sale securities
Deferred gains or losses on hedges
Foreign currency translation adjustment

8
9
2,666

15
(43)
9,973

Total accumulated other comprehensive income

2,684

9,945

422

504

Total shareholders’ equity

Non-controlling interests
Total net assets
Total liabilities and net assets-7-

59,862

72,048

141,769

179,215

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2022

(2) Consolidated statements of income and comprehensive income
Consolidated statement of income

Net sales
Cost of sales

FY 2021(January 1, 2021 to
December 31, 2021)
213,248
172,210(Millions of yen)
FY 2022(January 1, 2022 to
December 31, 2022)
275,209219,895

Gross profit

41,03755,314

Selling, general and administrative expenses

33,73644,815

Operating income

7,301

10,498

56

447

–

88

195
3
2
55

283
1
7
121

314

950

373
8
4
24

658
–
–
3

Non-operating income
Interest and dividend income
Share of profit of entities accounted for using equity
methodForeign exchange gains
Insurance benefits received
Reversal of allowance for doubtful accounts
Other
Total non-operating income
Non-operating expenses
Interest expenses
Loss on equity-method investments
Provision of allowance for doubtful accounts
Other
Total non-operating expenses

411

661

7,204

10,787

4
174

7
-

179

7

18
22
–

14
853
0

40

868

Profit before income taxes

7,343

9,926

Income taxes—current
Income taxes—deferred

2,262
29

3,325
(220)

Total income taxes

2,292

3,105

Net income

5,051

6,821

23

6

5,028

6,815

Ordinary income
Extraordinary income
Gain on sales of non-current assets
Gain on revision of retirement benefit plan
Total extraordinary income
Extraordinary losses
Loss on retirement of non-current assets
Impairment loss
Loss on sales of investment securities
Total extraordinary losses

Profit attributable to non-controlling interests
Profit attributable to owners of parent-8-

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2022

Consolidated statement of comprehensive income

5,051(Millions of yen)
FY 2022(January 1, 2022 to
December 31, 2022)
6,821

6
9
4,697
18

6
(53)
7,321
–

25

21

4,757

7,297

9,809

14,118

9,775

14,07634

42

FY 2021(January 1, 2021 to
December 31, 2021)
Net income
Other comprehensive income
Valuation difference on available-for-sale securities
Deferred gains or losses on hedges
Foreign currency translation adjustment
Remeasurements of defined benefit plans
Share of other comprehensive income of entities
accounted for using equity method
Total other comprehensive income
Comprehensive income(Breakdown)Comprehensive income attributable to owners of parent
Comprehensive income attributable to non-controllinginterests-9-

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2022

(3) Consolidated statement of changes in equity
Previous consolidated fiscal year (from January 1, 2021 to December 31, 2021)(Millions of yen)
Shareholders’ equity
Capital stock
Beginning balance

2,646

Capital surplus Retained earnings Treasury shares
6,531

43,339(0)

Total
shareholders’equity52,517

Changes during the period
Dividends of surplus
Profit attributable toowners of parent
Purchase of treasury shares
Sales of shares of
consolidated subsidiaries
Changes in items other thanshareholders’ equity, net
Total changes during theperiodEnding balance

(789)

(789)

5,028

5,028
(0)

0

(0)
0

–

0

4,238

(0)

4,238

2,646

6,531

47,578(0)56,755

Valuation
Foreign currency Recalculation ofdifference on Deferred gains or
exchange rate
defined benefit
available-for-sale losses on hedges
adjustments
plans
securities

Total
accumulated
othercomprehensive
incomeAccumulated other comprehensive income

Beginning balance

10(2,045)(18)(2,062)

Non-controllinginterests

Total net assets

387

50,842

Changes during the period
Dividends of surplus
Profit attributable toowners of parent
Purchase of treasury
sharesSales of shares of
consolidated subsidiaries
Changes in items other thanshareholders’ equity, net
Total changes during theperiodEnding balance

(789)
5,028
(0)
0
6

9

4,712

18

4,746

34

4,780

6

9

4,712

18

4,746

34

9,019

8

9

2,666

–

2,684

422

59,862- 10 -

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2022

Current consolidated fiscal year (from January 1, 2022 to December 31, 2022)(Millions of yen)
Shareholders’ equity
Capital stock
Beginning balance
Cumulative effect ofchanges in accounting
policies
Restated balance

2,646

Capital surplus Retained earnings Treasury shares
6,531

47,578

(0)

36
2,646

6,531

47,615

Total
shareholders’equity56,75536(0)56,792

Changes during the period
Dividends of surplus(2,009)(2,009)Profit attributable toowners of parent

6,815

6,815

Purchase of treasury shares

(0)

(0)

Changes in items other thanshareholders’ equity, net
Total changes during the periodEnding balance

–

–

4,806

(0)

4,806

2,646

6,531

52,421(0)61,598Valuation
Foreign currency Recalculation ofdifference on Deferred gains or
exchange rate
defined benefit
available-for-sale losses on hedges
adjustments
plans
securities

Total
accumulated
othercomprehensive
incomeAccumulated other comprehensive income

Beginning balance
Cumulative effect ofchanges in accounting
policies
Restated balance

8

9

2,666

–

2,684

Non-controllinginterests

Total net assets

422

59,862
36

8

9

2,666

–

2,684

422

59,899Changes during the period
Dividends of surplus(2,009)Profit attributable to ownersof parent

6,815

Purchase of treasury shares(0)Changes in items other thanshareholders’ equity, net

6

(53)

7,307

–

7,261

Total changes during the period

6

(53)

Ending balance

15

(43)

7,307

–

9,973

–

- 11 -

82

7,343

7,261

82

12,1499,945

504

72,048

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2022

(4) Consolidated statement of cash flows(Millions of yen)
FY 2022(January 1, 2022 to
December 31, 2022)

FY 2021(January 1, 2021 to
December 31, 2021)
Cash flows from operating activities
Profit before income taxes
Depreciation and amortization
Gain on revision of retirement benefit plan
Impairment loss
Increase (decrease) in allowance for doubtful accounts
Interest and dividend income
Interest expenses
Share of (profit) loss of entities accounted for using equity method
Foreign exchange losses (gains)
Decrease (increase) in notes and accounts receivable—trade
Decrease (increase) in inventories
Increase (decrease) in notes and accounts payable—trade
Increase (decrease) in accounts payable—other
Increase (decrease) in provision for bonuses
Increase (decrease) in provision for directors’ bonuses
Increase (decrease) in provision for shareholder benefit program
Increase (decrease) in provision for share-based payments
Increase (decrease) in net defined benefit liability
Other

7,343
2,185
(174)
22
(160)
(56)
373
8
(7)
(2,306)(6,699)
3,350
674
476
60
3
111
(2,227)
1,960

9,926
2,735
–
853
(25)
(447)
658
(88)
149
(3,154)(3,801)(2,503)
1
(54)
(31)
8
342
(2)
(1,670)Subtotal

4,938

2,894

Interest and dividend income received
Interest expenses paid
Income taxes paid
Income taxes refunded

41
(360)
(2,457)
10

443
(596)
(4,050)153

Cash flows from operating activities

2,172(1,155)

(574)
(384)
(1,169)

(387)
(685)
(2,038)

(85)
16
1,793
99

(128)
47
–
108

(304)

(3,084)271
11,262
(628)
(0)
(367)
(790)

2,710
19,381(9,582)(0)(630)(2,009)Cash flows from investing activities
Purchase of property, plant and equipment
Purchase of intangible assets
Purchase of shares of subsidiaries resulting in change inscope of consolidation
Expenditures due to payment for guarantee deposits
Proceeds from refunds of guarantee deposits
Net decrease (increase) in time deposits
Other
Cash flows from investing activities
Cash flows from financing activities
Net increase (decrease) in short-term loans payable
Proceeds from long-term borrowings
Repayments of long-term borrowings
Purchase of treasury shares
Repayments of finance lease obligations
Cash dividends paid

9,747

9,869

Effect of exchange rate change on cash and cash equivalents

Cash flows from financing activities

3,091

4,510

Net increase (decrease) in cash and cash equivalents

14,706

10,139Cash and cash equivalents at beginning of period

50,94165,647

Cash and cash equivalents at end of period

65,64775,787- 12 -

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2022

(5) Notes to the consolidated financial statements(Notes to assumption of going concern)
No relevant items.

(Changes in accounting policy)(Application of Accounting Standard for Revenue Recognition, etc.)
The Company applied the “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31, 2020;
hereinafter referred to as the “Revenue Recognition Accounting Standard”) from the beginning of the current consolidated
fiscal year and recognized revenue at the amount expected to be received in exchange for the promised goods or services whencontrol of the promised goods or services has been transferred to the customer.
As a result, in the domestic sales of fresh fruits and vegetables in the Agricultural & Seafood Products Trading Business, theCompany previously recognized revenue when the selling price to the customer was determined but changed the method torecognize revenue when the customer is able to pick up the product from the designated warehouse at its discretion. In
addition, center fees and other payments made to customers, which were previously treated as costs of sales, are now deductedfrom the transaction price.
As for the application of the Revenue Recognition Accounting Standard and other accounting standards, in accordance with thetransitional treatment prescribed in the proviso of Paragraph 84 of the Revenue Recognition Accounting Standard, thecumulative effect of retrospective application of the new accounting policy prior to the beginning of the current consolidated
fiscal year is added to or deducted from retained earnings at the beginning of the current consolidated fiscal year, and the new
accounting policy is applied from such beginning balance.
As a result, net sales decreased by 196 million yen, and gross profit, operating income, ordinary income, and profit before
income taxes each increased by 53 million yen in the consolidated statement of income for the current consolidated fiscal year
after the application of the Revenue Recognition Accounting Standard, etc.
While profit before income taxes increased by 53 million yen in the consolidated statement of cash flows for the current
consolidated fiscal year, cash flows from operating activities were not affected.
As the cumulative effect of the change in accounting policies was reflected in the net assets at the beginning of the current
consolidated fiscal year, the beginning balance of retained earnings in the consolidated statement of changes in equity
increased by 36 million yen.
The impact of this change on per share information for the current consolidated fiscal year is insignificant, and the impact of
this change on segment information is disclosed in the applicable section.
In accordance with the transitional treatments as provided for in Paragraph 89-3 of the Revenue Recognition AccountingStandard, notes on revenue recognition for the previous consolidated fiscal year are omitted.

(Application of Accounting Standard for Calculation of Fair Value)
The “Accounting Standard for Calculation of Fair Value” (ASBJ Statement No. 30, July 4, 2019; hereinafter referred to as “Fair
Value Calculation Accounting Standard”) has been applied from the beginning of the current consolidated fiscal year, and inaccordance with Paragraph 19 of the Fair Value Calculation Accounting Standard and transitional treatment prescribed in
Paragraph 44-2 of “Accounting Standards for Financial Instruments” (ASBJ Statement No. 10, July 4, 2019), the new
accounting policy prescribed by the Fair Value Calculation Accounting Standard will be applied prospectively. The application
has no impact on the consolidated financial statements for the current consolidated fiscal year.
(Application of U.S. GAAP ASU No. 2016-02 “Leases”)
The Company and its consolidated subsidiaries in the United States have applied ASU No. 2016-02 “Leases” (hereinafterreferred to as the “Standard”) effective from the current consolidated fiscal year. As a result, in principle, all leases of lessees
are accounted for as leased assets, net and lease obligations.
In applying the Standard, the Company has adopted a method to recognize the cumulative effect of the application of theStandard on the first day of the application, which is a method permitted as a transitional treatment.
As a result of the application of the Standard, property, plant and equipment, current liabilities, and non-current liabilities
increased by 9,158 million yen, 1,976 million yen, and 7,689 million yen, respectively, in the consolidated balance sheet forthe current consolidated fiscal year.

- 13 -

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2022

The impact of this change on profit or loss and per share information for the current consolidated fiscal year is insignificant,and the impact of this change on segment information is disclosed in the applicable section.
(Additional information)
Accounting estimates associated with the COVID-19 pandemic
The COVID-19 pandemic is having a broad-reaching impact on the economy and corporate activities, and it is difficult at thispoint to reasonably predict when it will end. Based on the assumption that while the impact of the pandemic will linger to someextent beyond the current fiscal year, its impact on the Company’s consolidated performance will be insignificant, theCompany Group has estimated the impairment of non-current assets, the recoverability of deferred tax assets, etc., based on theinformation currently available.
Since it is uncertain when COVID-19 infections will end, if the current situation changes going forward, our future financial
condition and operating results may be affected.
(Segment information)
1.

Overview of reporting segments(1) Method of determining reporting segments
A reporting segment of the Company Group is one of the structural units of the Company Group in which segregatedfinancial information is available and is subject to review on a regular basis so that the Board of Directors can determine
the allocation of management resources and evaluate operating results.
The Company Group has a holding company structure in which the Company is the holding company. The Company
formulates the Group’s business strategies and performs general management, and the subsidiaries conduct businessactivities. The Company Group consists of business segments that are classified in consideration of similarities in
economic characteristics, etc. into one of three reportable segments: the Asian Food Global Business, the Agricultural &Seafood Products Trading Business, and the other business.
(2) Type of services that belong to each reporting segment
The details of the services that are included in each reporting segment are as follows:
Segment

Asian Food Global Business
Agricultural & Seafood Products
Trading Business
Other business

Major products or business details
Wholesaling and distribution around the world of Asian food products and ingredientswith a focus on Japanese food, etc.
Importing and wholesaling perishable and frozen processed fruits and vegetables, marine
products, etc. to wholesale markets, volume sellers, restaurants, the home-meal
replacement industry, food manufacturers, etc. in Japan, and exporting domestically
produced fruits and vegetables, trilateral trade, catalog mail order business, and so forth.
Original product sales businesses using foreign brand foods and characters, sales ofsupplements, etc.

(3) Matters related to changes in reporting segments
Effective from the current consolidated fiscal year, following a partial review of performance management categories
within the Company Group, the Company has revised its classification method of business segments. As a result, theCompany changed the “World Gift Business” previously included in the “Other business” segment to the “Agricultural &Seafood Products Trading Business.”
The segment information for the previous consolidated fiscal year is presented based on the classification method after thechange in “Previous consolidated fiscal year” under “3. Information on the amount of sales, profit or loss, assets, liabilities
and other items for each reporting segment.”

2.

Method of calculation of the amount of sales, profit or loss, assets, liabilities, and other items for each reporting segment
The accounting treatment for the reported business segments is basically the same as that adopted in the preparation of theconsolidated financial statements.
The profit of the reporting segment is figured on an operating income basis. The amounts for intersegment sales and transfers
are based on market prices.
As noted in the “Changes in accounting policy” section, the Company changed the accounting method of revenue recognition
by applying the Revenue Recognition Accounting Standard, etc., starting from the consolidated financial statements for the- 14 -

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2022

current consolidated fiscal year. As a result, the Company also changed the calculation method of operating segment income orloss.
As a result of this change, net sales and segment loss in the Agricultural & Seafood Products Trading Business for the current
consolidated fiscal year decreased by 196 million yen and 53 million yen, respectively, as compared to the amounts calculated
according to the previous accounting method.
As noted in the “Changes in accounting policy” section, the Company changed the lessee accounting for leases at its U.S.
consolidated subsidiaries by applying U.S. GAAP ASU No. 2016-02 “Leases” starting with the current consolidated fiscal
year. As a result, the Company also changed the calculation method of operating segment assets.
As a result of this change, segment assets of the Asian Food Global Business for the current consolidated fiscal year increased
by 9,158 million yen as compared to the amount calculated according to the previous accounting method.

- 15 -

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2022

3.

Information on the amount of sales, profit or loss, assets, liabilities, and other items and revenue breakdown for each reporting
segment

Previous consolidated fiscal year (from January 1, 2022 to December 31, 2022)(Millions of yen)
Reporting segment
Agricultural &Asian Food
Seafood Products Other business
Global BusinessTrading Business

Total

Adjustment(Note 1)

Amount recorded on
the Consolidated
Financial Statements(Note 2)
213,248

Net sales
Sales to external customers

162,457

47,3483,442

213,248–

Intersegment sales or transfers

5,401

1

–

5,402

(5,402)–

167,858

47,3493,442

218,651(5,402)

213,248

Segment profit/loss

8,257

(114)

44

8,187

(885)

7,301

Segment assets

95,433

7,691

1,762

104,887

36,882

141,769

1,449

22

1

1,473

307

1,780

215

–

–

215

–

215

1,551

26

32

1,610

424

2,035

Total

Other items
Depreciation
Investments in entities accounted forusing equity method
Increase in property, plant andequipment as well as intangible assets(Note) 1. Adjustments are as follows:(1) The adjustment for segment profit or loss in the amount of (885) million yen includes (1,261) million yen for theelimination of intersegment transactions and 376 million yen for company profit/loss not allotted to reporting segments(net company profits and net company expenses). Company profits consist mainly of consulting fee income from
reporting segments, and company expenses are mainly comprised of general and administrative expenses not attributed
to reporting segments.
(2) The adjustment for segment assets in the amount of 36,882 million yen includes 51,224 million yen for company assets
not allotted to reporting segments and so forth. The company-wide assets are mainly surplus funds (cash and deposits)
that are not attributable to any reporting segments.
(3) The depreciation adjustment of 307 million yen is mainly depreciation concerning company-wide assets.
(4) The adjustment of 424 million yen in relation to the increase in property, plant and equipment as well as intangible
assets is the increase in non-current assets concerning company-wide assets.
2. Segment profit or loss is adjusted with operating income in the consolidated financial statements.
Current consolidated fiscal year (from January 1, 2022 to December 31, 2022)(Millions of yen)
Reporting segment
Agricultural &Asian Food
Seafood Products Other business
Global BusinessTrading Business

Total

Adjustments(Note 1)

Amount recorded on
the Consolidated
Financial Statements(Note 2)

Net sales
8,308

44,065

3,866

56,240－56,240

North America

156,852－－

156,852－

156,852

Europe39,011－－39,011－39,011

Japan

Other

11,970

11,133－

23,104－

23,104

Revenue from contracts with customers

216,143

55,1993,866

275,209－275,209

Sales to external customers

216,143

55,1993,866

275,209－275,209

Intersegment sales or transfers

6,749

10

－

6,760

(6,760)－222,892

55,2103,866

281,969(6,760)275,209

Total
Segment profits/loss

12,355

(877)

(244)

11,234(735)

10,498Segment assets

121,287

14,391

1,926

137,605

41,609179,215

1,717

166

4

1,888

319

2,207

325

－

－

325

－

325

12,175102

23

12,301577

12,878Other items
Depreciation
Investments in entities accounted forusing equity method
Increase in property, plant andequipment as well as intangible assets(Note) 1. Adjustments are as follows:(1) The adjustment for segment profit or loss in the amount of (735) million yen includes (2,389) million yen for theelimination of intersegment transactions and 1,654 million yen for company profit/loss not allotted to reporting
segments (net company profits and net company expenses). Company profits consist mainly of dividend income from- 16 -

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2022

reporting segments, and company expenses are mainly comprised of general and administrative expenses not attributed
to reporting segments.
(2) The adjustment for segment assets in the amount of 41,609 million yen includes 58,426 million yen for company assets
not allotted to reporting segments and so forth. The company-wide assets are mainly surplus funds (cash and deposits)
that are not attributable to any reporting segments.
(3) The depreciation adjustment of 319 million yen is mainly depreciation concerning company-wide assets.
(4) The adjustment of 577 million yen in relation to the increase in property, plant and equipment as well as intangible
assets is the increase in non-current assets concerning the company-wide assets.
2. Segment profit or loss is adjusted with operating income in the consolidated financial statements.
3. The increase in property, plant and equipment as well as intangible assets includes the amount of increase due to theapplication of U.S. GAAP ASU No. 2016-02 “Leases.”[Related information]
Previous consolidated fiscal year (from January 1, 2021 to December 31, 2021)
1.

Information on respective products and services
Similar information is disclosed in the “Segment information,” and therefore descriptions are omitted.

2.

Information for each region(1) Net sales(Millions of yen)Japan

North America
54,967

Europe116,067

Other
30,991

Total
11,221

213,248(Note) For North America, 101,560 million yen is from the U.S.
(2) Property, plant and equipment(Millions of yen)Japan

North America
490

Europe

2,192

Other
1,742

Total
918

5,344

(Note) 1. For North America, 1,447 million yen is from the U.S. and 744 million yen is from Canada.
2. Europe includes 1,016 million yen from the U.K.
3. “Other” includes 688 million yen from Singapore.
3.

Information regarding major customers
With respect to net sales to external customers, there are no individual customers that account for 10% or more of the net sales
on the consolidated statement of income, and therefore descriptions are omitted.

Current consolidated fiscal year (from January 1, 2022 to December 31, 2022)
1.

Information on respective products and services
Similar information is disclosed in the “Segment information,” and therefore descriptions are omitted.

2.

Information for each region(1) Net sales(Millions of yen)Japan

North America
56,240Europe156,852

Other
39,011

Total
23,104275,209(Note) For North America, 136,721 million yen is from the U.S.
(2) Property, plant and equipment(Millions of yen)Japan

North America
256

Europe11,351

Other
1,788

Total
1,683

(Note) For North America, 9,239 million yen is from the U.S. and 2,111 million yen is from Canada.

- 17 -

15,079

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2022

3.

Information regarding major customers
With respect to net sales to external customers, there are no individual customers that account for 10% or more of the net sales
on the consolidated statement of income, and therefore descriptions are omitted.

[Information regarding impairment losses on non-current assets for each reporting segment]
Previous consolidated fiscal year (from January 1, 2021 to December 31, 2021)(Millions of yen)
Asian Food Global
Business

Agricultural &Seafood Products
Trading Business

22–

Impairment loss

Company-wide/
Eliminations

Other business
–

Total
–

22

Current consolidated fiscal year (from January 1, 2022 to December 31, 2022)(Millions of yen)
Asian Food Global
Business

Agricultural &Seafood Products
Trading Business

771

81

Impairment loss

Company-wide/
Eliminations

Other business
–

Total
–

853

[Information on amortization of goodwill and unamortized balance for each reporting segment]
Previous consolidated fiscal year (from January 1, 2021 to December 31, 2021)(Millions of yen)
Asian Food Global
Business

Agricultural &Seafood Products
Trading Business

404

–

–

–

404

4,096

–

–

–

4,096

Amortization forthe current period
Balance at end ofcurrent period

Company-wide/
Eliminations

Other business

Total

Current consolidated fiscal year (from January 1, 2022 to December 31, 2022)(Millions of yen)
Asian Food Global
Business

Agricultural &Seafood Products
Trading Business

431

59

–

–

491

3,989

556

–

–

4,546

Amortization for thecurrent period
Balance at end ofcurrent period

Company-wide/
Eliminations

Other business[Information on gain on bargain purchase for each reporting segment]
Previous consolidated fiscal year (from January 1, 2021 to December 31, 2021)
No relevant items.
Current consolidated fiscal year (from January 1, 2022 to December 31, 2022)
No relevant items.

- 18 -Total

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2022

(Business combinations)
Business combination by acquisition
On January 7, 2022, our consolidated subsidiary NTC Wismettac Singapore Pte. Ltd. (hereinafter referred to as “NTC
Singapore”) acquired 100% of the shares of the Singapore-based Ban Choon Marketing Pte. Ltd. (hereinafter referred to as“BCM”). As a result, BCM became a consolidated subsidiary of the Company.
(1) Outline of the business combination(i)Name of the acquired company and its business lines:
Name of the acquired company: Ban Choon Marketing Pte. Ltd.
Business lines: Wholesaler of fruits and vegetables and processed foods(ii) Main reasons for the business combination:
NTC Singapore currently conducts import and wholesale business of Japanese foods mainly in Singapore. NTC Singapore
recently acquired 100% of the shares of BCM, a major wholesaler of fruits and vegetables in Singapore.
BCM, one of the leading companies in Singapore, is a wholesaler of fruits and vegetables serving a wide range of customers
including major retailers (including NTUC FairPrice, the largest retailer in Singapore), e-commerce retailers, hotels andrestaurants, and other foodservice operators.
The Company Group operates a business catering to major mass retailers, restaurant chains, individual restaurants, etc., inJapan, North America, Europe, China, and Southeast Asia by taking advantage of its sales network infrastructure of
agricultural and marine products and Japanese and other Asian processed foods.
With the acquisition of BCM, the Company aims to achieve business growth by leveraging its strong global procurement
function for fruits and vegetables and expand and strengthen its sales network infrastructure across Southeast Asia.
(iii) Date of business combination:
January 7, 2022(iv) Legal form of the business combination:
Through the acquisition of shares for cash consideration(v) Name of the controlling entity after the business combination:
The name remains unchanged.
(vi) Percentage share of voting rights acquired:
100%(vii) Main reason for deciding to acquire the company:
The Company Group acquired shares of BCM for cash.
(2)

Period of the financial results of the acquired entity included in the consolidated financial statements
From January 1, 2022 to December 31, 2022

(3)

Acquisition cost of the acquired company and breakdown

Consideration for acquisition: Cash

2,111 million yen

Acquisition cost

2,111 million yen(4)

Major acquisition-related costs and their amounts
Remuneration, fees, etc., to advisors: 30 million yen(5)

Goodwill, reason for recognizing goodwill, amortization method, and amortization period(i) The amount of goodwill that occurred:
532 million yen(ii) Cause of the occurrence:
The occurrence reflects the future excess earnings power that is expected to be created by future business developments
and synergies between the Company Group and the acquired company.
(iii) The amortization method and the amortization period:
Straight-line amortization over 10 years(6)

Amounts of assets and liabilities acquired on the day of the business combination and breakdown- 19 -

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2022

Current assets

1,451 million yen

Non-current assets

466

Total assets

1,918

Current liabilities

1,012

Non-current liabilities

252

Total liabilities
(7)

1,265

Amounts allocated to intangible assets other than goodwill and the amortization period
Type

Customer-related assets

AmountAmortization period

1,115 million yen

18 years(Per share information)
FY 2021(January 1, 2021 to December 31, 2021)

FY 2022(January 1, 2022 to December 31, 2022)

Net assets per share

4,141.34 yen

4,984.67 yen

Net income per share

350.34 yen

474.87 yen

Diluted net income per share

349.90 yen

472.80 yen(Note) The basis of the calculation of net income per share and diluted net income per share is shown in the table below.
FY 2021
FY 2022(January 1, 2021 to December (January 1, 2022 to December
31, 2021)
31, 2022)
Net income per share
Profit attributable to owners of parent (million yen)Amount not attributable to common shareholders (million
yen)Profit attributable to owners of parent concerning commonshares (million yen)
Average number of common shares during the period(shares)

5,028

6,815

–

－

5,028

6,815

14,352,991

14,352,950–－

18,00662,785(18,006)(62,785)

Diluted net income per share
Adjustment to profit attributable to owners of parent(million yen)
Increase in the number of common shares (shares)(Compensation for the common shares above through ex
post-facto-type share-based compensation (shares))
Summary of potential common shares not included in thecalculation of diluted net income per share as they are notdilutive―(Significant subsequent events)
No relevant items.

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