Consolidated Financial Results for the Fiscal Year Ended December 31, 2023
(Japanese GAAP)
February 14, 2024
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 28, 2024
Scheduled date of commencement of dividend payments:
March 13, 2024
Scheduled date of submission of the annual securities report:
March 29, 2024
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)Company name:
Code:
Representative:

1. Consolidated financial results for the fiscal year ended December 31, 2023
(from January 1, 2023 to December 31, 2023)(1) Consolidated results of operations
Net sales(Percentages denote year-on-year changes)
Profit attributable toOrdinary income
owners of parent

Operating income

Million yen%

Million yen%

Million yen%

Million yen%

300,847
9.3
11,0205.0
12,456
15.5
6,268
(8.1)
FY ended December 31, 2023
275,20929.1
10,49843.8
10,787
49.7
6,819
35.6
FY ended December 31, 2022
(Note) Comprehensive income
FY ended December 31, 2023: 10,935 million yen ((22.6)%)
FY ended December 31, 2022: 14,124 million yen (44.0%)
Net income per
share

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

Yen

436.75
FY ended December 31, 2023
475.15
FY ended December 31, 2022
(Reference) Equity in earnings of affiliates
FY ended December 31, 2023: 51 million yen

Yen

%

%

%

433.22473.08

8.3
10.4

6.4
6.7

3.7
3.8

FY ended December 31, 2022: 88 million yen(2) Consolidated financial position
Total assets

Net assets

Million yen

212,479
FY ended December 31, 2023
179,222
FY ended December 31, 2022
(Reference) Shareholders’ equity
FY ended December 31, 2023: 79,849 million yen

Equity ratio

Net assets per share

Million yen%

Yen79,866
72,06337.6
39.9

5,563.29
4,985.72

FY ended December 31, 2022: 71,559 million yen(3) Status of consolidated cash flows
Cash flows fromoperating activities
FY ended December 31, 2023
FY ended December 31, 2022

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

14,213(1,155)(7,958)(3,084)

9,607
9,869

93,94275,787

2. Dividends
Annual dividends
First
SecondThird
Year-endquarter-end quarter-end quarter-end
FY ended December 31, 2022
FY ended December 31, 2023
FY ending December 31, 2024
(Forecast)

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

Total(Total)(Consolidated)

Yen

Yen

Yen

Yen

Yen

Million yen

%

%

–
–

70.00
80.00

–
–

75.00
80.00

145.00160.00

2,081
2,296

30.5
36.6

3.2
3.0

–

90.00

–

33.33

–

30.1

(Note) At a meeting of the Board of Directors held on February 14, 2024, the Company resolved to conduct a stock split at a ratio of 3 shares for eachshare of common stock, with an effective date of July 1, 2024. For dividends for the fiscal year ending December 31, 2024 (forecast), theamount at the end of the second quarter refers to the amount before the stock split, and the amount at the end of the fiscal year refers to theamount after considering the stock split. The year-end dividend per share for the fiscal year ending December 31, 2024 (forecast), without
considering the stock split is 100.00 yen, and the annual dividend per share is 190.00 yen. Please refer to the Notice of Stock Split and Partial
Amendments to the Articles of Incorporation in Connection with Stock Split announced on the same day for details of the stock split.

3. Consolidated financial results forecast for the fiscal year ending December 31, 2024 (from January 1, 2024 to
December 31, 2024)

Net sales
Million yen

First half of FY ending
December 31, 2024
FY ending December 31, 2024

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

165,000

12.8

7,000

22.0

7,000

8.5

4,500

2.8

315.30354,000

17.7

15,00036.1

15,000

20.4

9,000

43.6

210.34(Note) 1. At a meeting of the Board of Directors held on February 14, 2024, the Company resolved to repurchase its own shares. The net income
per share in the consolidated financial results forecasts for the fiscal year ending December 31, 2024, reflects the impact of the repurchaseof its own shares. Please refer to the Notice Concerning Acquisition of Own Shares and Repurchase of Own Shares through the OffAuction Own Shares Repurchase Trading System (ToSTNeT-3) announced on the same day for details of such repurchase.
2. At a meeting of the Board of Directors held on February 14, 2024, the Company resolved to conduct a stock split at a ratio of 3 shares foreach share of common stock, with an effective date of July 1, 2024. Net income per share for the full year reflects the impact of the stock
split. Net income per share without considering the stock split is 631.01 yen for the full year. Please refer to the Notice of Stock Split andPartial Amendments to the Articles of Incorporation in Connection with Stock Split announced on the same day for details of the said stock
split.

* Notes(1) Changes in significant subsidiaries during the period (Changes in specified subsidiaries Yes
resulting in changes in the scope of consolidation):
New 1 company
Excluded — companies(Note)(Company name) Wismettac EMEA Holdings Limited(Company name) —For details, please see the section titled “(5) Notes to consolidated financial statements (Changes in significant subsidiaries during the
fiscal year)” under the chapter titled “3. Quarterly consolidated financial statements and major notes” on the page 13 of the attachment.

(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,
2023

14,353,140 shares

December 31,
2022

14,353,140 shares

December 31,
2023

241 shares

December 31,
2022

220 shares

December 31,
2023

14,352,908 shares

December 31,
2022

14,352,950 shares

(Reference) Overview of respective financial results

1. Respective financial results for the period ended December 31, 2023 (from January 1, 2023 to December 31,
2023)(1) Respective operating results(Percentages denote year-on-year changes)
Net sales

FY ended December 31, 2023
FY ended December 31, 2022

Operating income

Ordinary income

Net income

Million yen%

Million yen%

Million yen%

Million yen

%

5,226
4,437

17.8
38.2

1,450
1,763

(17.8)
53.1

1,187
2,123

(44.1)
74.1

1,182
2,052

(42.4)
77.0

Net income per share
FY ended December 31, 2023
FY ended December 31, 2022

Diluted net income
per share

Yen

Yen

82.35
143.02

81.69
142.40(2) Respective financial position
Total assets
Million yen

68,551
FY ended December 31, 2023
58,629FY ended December 31, 2022
(Reference) Shareholders’ equity
FY ended December 31, 2023: 12,255 million yen

Net assets

Equity ratio

Net assets per share

Million yen%

Yen

12,255
13,28717.9
22.7

853.86925.78FY ended December 31, 2022: 13,287 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 by management
to guarantee the achievement of the forecasts. Actual financial results may differ materially due to various factors. For theconditions of the assumptions in the forecasts and notes on the use of the forecasts, please see the section titled “(4) Futureforecasts” 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 Wednesday, February 14, 2024, supplementary explanatory materials for the financial results will be disclosed via TDnet andposted on the Company’s website. On Friday, February 16, 2024, 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, 2023

 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 ........................................................................................ 3(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
Consolidated statement of income ..................................................................................................................... 8
Consolidated statement of comprehensive income ............................................................................................ 9(3) Consolidated statement of changes in equity ................................................................................................... 10(4) Consolidated statement of cash flows .............................................................................................................. 12(5) Notes to consolidated financial statements ...................................................................................................... 13(Notes to assumption of going concern) .......................................................................................................... 13(Changes in significant subsidiaries during the fiscal year) ............................................................................. 13(Changes in accounting policy) ....................................................................................................................... 13(Application of US GAAP ASU No. 2016-13 Financial Instruments—Credit Losses) ................................... 13(Segment information) ..................................................................................................................................... 14(Business combinations) .................................................................................................................................. 19(Per share information) .................................................................................................................................... 21(Significant subsequent events) ....................................................................................................................... 21－1－

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2023

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.
[Overview of the current consolidated fiscal year]
During the current consolidated fiscal year, the inflation rate remains at high levels, although it is showing signs of peaking out,
and monetary policies by central banks around the world to combat inflation have been a factor in the downturn in economic
recovery. In addition, the future economic outlook remains uncertain, with raw material and energy prices remaining high due tothe protracted situation in Ukraine, as well as the slowdown in the Chinese economy due to its sluggish real estate market andgrowing tension in the Middle East.
Under these circumstances, our Company Group, as a global food-related company, has been striving to deliver products safely
and stably while responding to various changing business environments. The main businesses of the Company Group are the
Asian Food Global Business, which sells Japanese and other Asian foods and food ingredients mainly in North America, but alsoin Europe, China, Southeast Asia, Australia, etc., and the Agricultural & Seafood Products Trading Business, which engages indomestic sales of fruits and vegetables, as well as export and trilateral trade. We are also engaged in the business of sellingoverseas branded food products, seasonal products planned and developed in-house, and character products to imported foodstores and general merchandise stores in Japan, as well as the business of manufacturing and selling natural supplements. In
addition, we aim to become a company that identifies and provides solutions to various issues facing the food industry, bydeveloping businesses in new areas where ‘food’ and ‘healthcare’ converge, and providing solutions using digital technology forcompanies involved in the food industry.
In the Asian Food Global Business, we have aggressively pursued structural reforms to achieve sustainable and stable earnings
in our core region of North America and to expand our operating base outside North America, which is one of our growthstrategies. In the Agricultural & Seafood Products Trading Business, the Company Group has been working to expand sales to
its mainstay wholesale markets, mass retailers, home-meal replacement industries, and restaurant chains, etc., while also
developing overseas distribution routes, including export of domestic fruits and vegetables, offshore trading, and the wholesale
business in China.
As a result, with respect to the financial results for the current consolidated fiscal year, net sales stood at 300,847 million yen(9.3% increase year-on-year), operating income amounted to 11,020 million yen (5.0% increase year-on-year), ordinary income
amounted to 12,456 million yen (15.5% increase year-on-year) and profit attributable to owners of parent totaled 6,268 million
yen (8.1% decrease year-on-year).
Financial results by segment are as follows: It is noted that netsales of segments are net sales to external customers.
[Outline of operating 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 236,636 million yen (9.5% increase year-on-year) and operating income amounted to 14,054 million yen (13.7% increaseyear-on-year).
In the North America region, net sales increased from the previous year both in the restaurant and grocery markets withrobust sales. The expansion of sales to major grocery chains, the promotion of switching from national brands to private
labels, and sales activities focused on market share retention have been successful. In addition, the continued depreciationof the yen was a factor in pushing up sales on a yen-converted basis compared to the previous fiscal year (the U.S. dollaryen exchange rate was 140.56 yen for this fiscal year compared to 131.43 yen for the previous fiscal year).
In terms of profits, the Company endeavored to maintain the profit margin through appropriate price pass-throughs andother measures, but despite an increase in income from the previous fiscal year, the profit margin declined due to factors
including adjustments of wage levels to secure human resources and higher expenses resulting from widespread priceincreases.
As for regions other than North America, net sales in the European region, mainly to restaurant chains, increased from theprevious year despite sluggish consumer spending caused by ongoing inflation and interest rate hikes. As described in “3.
Consolidated financial statements and major notes (5) Notes to consolidated financial statements (Business combinations),”
the Company acquired all shares of Italy-based Uniontrade S.p.A. and all interests in Italy-based Uni Logistic S.r.l. on
October 31, 2023, and made them consolidated subsidiaries. In Asia and Oceania, although there was a slowdown in－2－

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2023

economic growth due to ongoing inflation, etc. similar to Europe and the US, net sales increased from the previous year due
to appropriate price pass-on as well as strong sales to restaurant chains.

(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 59,759 million yen (8.3% increase year-on-year) and operating losses amounted to 1,017
million yen (operating losses of 877 million yen for the previous fiscal year).
Net sales increased year on year, mainly due to sales measures taken to expand the market shares of imported fruits andvegetables, and relatively steady shipments of overseas exported and frozen processed foods.
In terms of profits, the profitability of imported fruits, our main product, suffered due to continued cost increases caused by
the weak yen, a decline in gross profit margin resulting from the aforementioned sales measures prioritizing expansion ofmarket share, and missed sales periods due to poor harvests and unstable ocean transport on the production side. In addition,
our consolidated subsidiary in Singapore, Ban Choon Marketing Pte. Ltd., posted a loss due to a decrease in the market
share of customers and difficulties in passing on cost increases as a result of the economic slowdown, as well as increased
costs related to personnel increase and system installation for business expansion.
In addition to the above, the Company incurred up-front costs related to the new business described in the Medium-TermBusiness Plan announced in October 2023. As a result, earnings improved in frozen processed food sales due to successful
price pass-through, but earnings in the agricultural and marine products trading business as a whole decreased from theprevious fiscal year.
(iii) Other businesses
As for the financial results of the other businesses for the current consolidated fiscal year, net sales stood at 4,451 million
yen (15.1% increase year-on-year) and operating losses amounted to 167 million yen (operating losses of 244 million yen
for the previous fiscal year).
In the mainstay imported food business, in addition to the success of the Valentine’s Day event, which was the biggest sales
event in the first quarter and robust sales of Halloween and Christmas products during the fourth quarter, everyday import
brand products continued to perform well since the second quarter despite the depreciating yen and inflation, resulting in a
steady increase in both sales and profits. In the dietary supplement business, sales grew steadily, mainly through the mainstay
medical sales channel and e-commerce. In addition, the Company incurred upfront costs related to the development of new
businesses, such as the supply of meals for post-operative and post-illness patients and the Hometown Tax business, but
overall, other businesses posted increases in both sales and profit.

(2) Overview of financial position for the current period(Assets)
Total assets as of December 31, 2023 stood at 212,479 million yen, an increase of 33,256 million yen compared to December
31, 2022, and was mainly attributable to the following:
Total current assets as of December 31, 2023 amounted to 177,591 million yen, an increase of 26,560 million yen compared
to December 31, 2022. The increase in total current assets was due to an increase of 18,155 million yen in cash and deposits,
an increase of 4,080 million yen in notes and accounts receivable—trade, and an increase of 3,946 million yen in inventories.
Total non-current assets as of December 31, 2023 came to 34,888 million yen, an increase of 6,696 million yen compared
to December 31, 2022. The increase in fixed assets was due to a 3,752 million yen increase in goodwill, a 1,651 million yen
increase in leased assets, net, and a 935 million yen increase in buildings and structures, net, despite a 1,267 million yen
decrease in customer-related assets.
(Liabilities)
Total liabilities as of December 31, 2023 stood at 132,613 million yen, an increase of 25,454 million yen compared to
December 31, 2022, and was mainly attributable to the following:
Total current liabilities as of December 31, 2023 amounted to 47,748 million yen, an increase of 14,135 million yen
compared to December 31, 2022. This increase in total current liabilities was due to an increase of 6,277 million yen in
short-term loans payable, an increase of 3,891 million yen in notes and accounts payable—trade and an increase of 2,809
million yen in the current portion of long-term loans payable.

－3－

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2023

Total non-current liabilities as of December 31, 2023 amounted to 84,864 million yen, an increase of 11,318 million yen
compared to December 31, 2022. The increase in non-current liabilities was due to an increase of 9,477 million yen in longterm loans payable and an increase of 1,102 million yen in lease obligations.
(Net assets)
Total net assets as of December 31, 2023 amounted to 79,866 million yen, an increase of 7,802 million yen compared to
December 31, 2022. The increase in total net assets was mainly due to an increase of 4,586 million yen in foreign currencytranslation adjustment and an increase of 4,043 million yen in retained earnings (an increase due to recording of profit
attributable to owners of parent of 6,268 million yen and a decrease due to dividend payments of 2,224 million yen).

(3) Overview of cash flows for the current period
Cash and cash equivalents (hereinafter referred to as “funds”) as of December 31, 2023 amounted to 93,942 million yen, an
increase of 18,155 million yen compared to December 31, 2022.
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 positive 14,213 million yen, and major factors were as follows: This was mainly
attributable to profit before income taxes of 10,094 million yen, an increase in notes and accounts payable—trade of 1,443
million yen, a decrease in inventories of 1,009 million yen, depreciation and amortization as a non-cash expense of 2,913
million yen, and an impairment loss of 2,042 million yen, despite income taxes paid of 3,826 million yen.
The amount of funds obtained increased by 15,368 million yen compared to the previous consolidated fiscal year (in whichfunds of 1,155 million yen were spent), which was mainly due to an increase of 4,810 million yen in inventories, an increaseof 3,947 million yen in notes and accounts payable—trade, an increase of 2,644 million yen in trade receivables, and anincrease of 1,543 million yen in interest and dividends received.
(Cash flow from investing activities)
Cash flow from investing activities was negative 7,958 million yen, and major factors were as follows: This was mainly
attributable to a cash outflow of 4,625 million yen from the purchase of shares of subsidiaries resulting in change in scopeof consolidation, a cash outflow of 2,311 million yen from purchase of property, plant and equipment and a cash outflow of
943 million yen from the purchase of intangible assets.
The amount of funds spent increased by 4,874 million yen (158.0% increase year-on-year) compared to the previous
consolidated fiscal year. Major factors included an increase of 2,586 million yen in expenditures for the purchase of sharesof subsidiaries resulting in change in scope of consolidation and an increase of 1,923 million yen in purchase of property,
plant and equipment.
(Cash flow from financing activities)
Cash flow from financing activities was positive 9,607 million yen. This was mainly attributable to a cash inflow of 10,919
million yen from the proceeds from long-term borrowings and a cash inflow of 3,151 million yen due to a net change inshort-term loans payable, despite a cash outflow of 2,224 million yen for cash dividends paid and a cash outflow of 907
million yen for the purchase of shares of subsidiaries not resulting in change in scope of consolidation.
The amount of funds obtained decreased by 261 million yen (2.6% decrease year-on-year) compared to the previous
consolidated fiscal year. This was mainly attributable to a decrease of 8,462 million yen in cash inflow from the proceedsfrom long-term borrowings and an increase of 907 million yen in cash outflow for the purchase of shares of subsidiaries not
resulting in change in scope of consolidation, despite a decrease of 9,100 million yen in expenditures due to repayments oflong-term borrowings.

－4－

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2023

(4) Future forecasts(Millions of yen)
FY ended
December 31, 2023
(Actual)FY ending
December 31, 2024
(Forecast)

Increase (decrease)

Increase(decrease) rate

Net sales

300,847

354,000

53,152

17.7

Operating income

11,02015,000

3,979

36.1

Ordinary income

12,45615,000

2,543

20.4

Profit attributable toowners of parent

6,268

9,000

2,731

43.6

In October 2023, the Group announced its Medium-Term Business Plan (2024-2026) in order to accelerate growth toward further
progress and evolution, centered on the mainstay Asian Food Global Business. The plan sets the following performance targets
and financial policies, with the fiscal year ending December 31, 2026, as the final year.
<Performance targets (FY 2026, Group consolidated)>
Net sales
Operating income
Operating profit margin
ROWC(*)

500,000 million yen
25,000 million yen
5%
31% (*) Return On Working Capital

To achieve these targets, for the Asian Foods Global Business, we will aim for growth through efforts to develop new sales
channels and increase market share against the backdrop of the global expansion of the Asian food market, as well as throughexpansion of business areas by means of M&A, etc. In addition, we will promote the business strategies set forth in the MediumTerm Business Plan and continue to invest in personnel involved in strengthening the foundations of existing businesses,
including improvements in warehouse operations and logistics systems.
For the Agricultural & Seafood Products Trading Business, which recorded a loss in the current fiscal year, we will thoroughly
implement measures to improve profitability in the domestic fruit and vegetable business and in our overseas subsidiaries.
As a result of the above, for the fiscal year ending December 31, 2024, we are forecasting consolidated net sales of 354,000
million yen (up 53,152 million yen year-on-year), operating income of 15,000 million yen (up 3,979 million yen year-on-year),ordinary income of 15,000 million yen (up 2,543 million yen year-on-year), and profit attributable to owners of parent of 9,000
million yen (up 2,731 million yen year-on-year).
[Prerequisites for the forecast]
The exchange rates are assumed to be 135 yen/U.S. dollar and 145 yen/Euro.

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).

－5－

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2023

3. Consolidated financial statements and major notes(1) Consolidated balance sheet
FY 2022(As of December 31, 2022)
AssetsCurrent assets
Cash and deposits
Notes and accounts receivable—trade
Inventories
Other
Allowance for doubtful accounts
Total current assets(Millions of yen)
FY 2023(As of December 31, 2023)

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

93,94233,39846,5304,186(466)

151,030

177,591

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

2,839
462
325
11,198
252

3,775
638
353
12,850926

Total property, plant and equipment

15,07918,544

Intangible assets
Goodwill
Software
Software in progress
Customer-related assets
Other

4,546
326
1,221
4,754
51

8,298
1,759
244
3,486
45

Total intangible assets

10,89913,834

Investments and other assets
Investment securities
Guarantee deposits
Deferred tax assets
Other

392
967
703
149

575
1,042
776
114

2,213

2,509

Total investments and other assets
Total non-current assets
Total assets－6－

28,191

28,191

179,222

212,479

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2023

FY 2022(As of December 31, 2022)
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 share-based remuneration
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 2023(As of December 31, 2023)

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

19,062
12,805
3,258
2,795
3,142
192
1,182
167
296
22
4,821

33,61347,74860,573
9,250
1,197
86
455
129
1,853

70,051
10,352
968
21
937
106
2,426

73,54584,864

Total liabilities

107,158

132,613

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

2,646
6,531
52,435
(0)

2,646
6,145
56,479(1)

61,612

65,270

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

Total shareholders’ equity

15
(43)
9,975

25
(8)
14,561

Total accumulated other comprehensive income

9,947

14,579Non-controlling interests
Total net assets
Total liabilities and net assets

－7－

504

17

72,06379,866179,222

212,479

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2023

(2) Consolidated statements of income and comprehensive income
Consolidated statement of income(Millions of yen)
FY 2023(January 1, 2023 to
December 31, 2023)
300,847
238,663

Net sales
Cost of sales

FY 2022(January 1, 2022 to
December 31, 2022)
275,209219,895

Gross profit

55,31462,183

Selling, general and administrative expenses

44,815

51,163Operating income

10,49811,020

447

1,993

88

51

283
1
7
121

320
0
6
115

950

2,487

658
3

1,048
2

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
Other
Total non-operating expenses
Ordinary income
Extraordinary income
Gain on sales of non-current assets
Total extraordinary income
Extraordinary losses
Loss on retirement of non-current assets
Impairment loss
Loss on sales of investment securities
Business restructuring expenses
Total extraordinary losses

661

1,050

10,787

12,456

7

9

7

9

14
853
0
-

15
2,042
313

868

2,371

Profit before income taxes

9,926

10,094

Income taxes—current
Income taxes—deferred

3,325
(224)

4,144
(325)

Total income taxes

3,101

3,819

Net income

6,825

6,275

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

－8－

6

6

6,819

6,268

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2023

Consolidated statement of comprehensive income
FY 2022(January 1, 2022 to
December 31, 2022)
6,825

Net income
Other comprehensive income
Valuation difference on available-for-sale securities
Deferred gains or losses on hedges
Foreign currency translation adjustment
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－(Millions of yen)
FY 2023(January 1, 2023 to
December 31, 2023)
6,275

6
(53)
7,323

10
35
4,603

21

10

7,298

4,660

14,124

10,935

14,082

10,9004234Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2023

(3) Consolidated statement of changes in equity
Previous 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)

46
2,646

6,531

Total
shareholders’equity56,75546

47,625(0)56,802

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

6,819

6,819

Purchase of treasury shares

(0)

(0)

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

–

–

4,810

(0)

4,810

2,646

6,531

52,435(0)61,612

Accumulated other comprehensive income
Valuation
Foreign currency
difference on Deferred gains or
exchange rateavailable-for-sale losses on hedges
adjustments
securities
Beginning balance

8

9

2,666

Total
accumulated
othercomprehensive
income2,684

Cumulative effect ofchanges in accounting
policies
Restated balance

8

9

2,666

2,684

Non-controllinginterests

Total net assets

422

59,862046

422

59,909Changes during the period
Dividends of surplus(2,009)Profit attributable toowners of parent

6,819

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

6

(53)

7,308

7,262

82

7,344

Total changes during the period

6

(53)

7,308

7,262

82

12,154Ending balance

15

(43)

9,975

9,947

504

72,063－10－

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2023

Current consolidated fiscal year (from January 1, 2023 to December 31, 2023)(Millions of yen)
Shareholders’ equity
Capital stock
Beginning balance

Capital surplus Retained earnings Treasury shares

2,646

6,531

52,435(0)

Total
shareholders’equity61,612

Changes during the period
Dividends of surplus(2,224)(2,224)

Profit attributable toowners of parent

6,268

6,268

Purchase of treasury shares(0)Change in ownershipinterest of parent due totransactions with noncontrolling interests
Changes in items other thanshareholders’ equity, net
Total changes during the periodEnding balance

(386)

(0)
(386)

-

(386)

4,043

(0)

3,657

2,646

6,145

56,479(1)

65,270

Accumulated other comprehensive income
Total
Valuation
Foreign currency accumulateddifference on Deferred gains or
exchange rate
other
available-for-sale losses on hedges
adjustments
comprehensive
securities
incomeBeginning balance

15

(43)

9,975

9,947

Non-controllinginterests

Total net assets

504

72,063

Changes during the period
Dividends of surplus(2,224)

Profit attributable toowners of parent

6,268

Purchase of treasury shares
Change in ownershipinterest of parent due totransactions with noncontrolling interests
Changes in items other thanshareholders’ equity, net

(0)
(386)
10

35

4,586

4,632

(486)

4,145

Total changes during the period

10

35

4,586

4,632

(486)

7,802

Ending balance

25

(8)

14,561

14,57917

79,866－11－

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2023

(4) Consolidated statement of cash flows(Millions of yen)
FY 2023(January 1, 2023 to
December 31, 2023)

FY 2022(January 1, 2022 to
December 31, 2022)
Cash flows from operating activities
Profit before income taxes
Depreciation and amortization
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
programIncrease (decrease) in provision for share-based payments
Increase (decrease) in net defined benefit liability
Other

9,926
2,735
853
(25)
(447)
658
(88)
149

10,094
2,913
2,042
(22)
(1,993)
1,048
(51)
122

(3,154)(510)(3,801)(2,503)
1
(54)
(31)

1,009
1,443
(641)
(394)
19

8

(0)

342
(2)
(1,670)

758
(24)
1,063

Subtotal

2,894

16,876

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

443
(596)
(4,050)
153

1,987
(994)
(3,826)170

Cash flows from operating activities(1,155)

14,213

(387)
(685)

(2,311)(943)(2,038)(4,625)

(128)
47
108

(63)
50
(65)

(3,084)(7,958)2,710
19,381(9,582)(0)(630)(2,009)3,151
10,919
(482)
(0)
(848)
(2,224)

-

(907)

9,869

9,607

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
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
Purchase of shares of subsidiaries not resulting in change
in scope of consolidation
Cash flows from financing activities
Effect of exchange rate change on cash and cash equivalents

4,510

2,293

Net increase (decrease) in cash and cash equivalents

10,13918,155

Cash and cash equivalents at beginning of period

65,64775,787

Cash and cash equivalents at end of period

75,787

93,942－12－

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2023

(5) Notes to consolidated financial statements(Notes to assumption of going concern)
No relevant items.
(Changes in significant subsidiaries during the fiscal year)
Wismettac EMEA Holdings Limited is included in the scope of consolidation in the current fiscal year, because it has become aconsolidated subsidiary due to its incorporation.

(Changes in accounting policy)(Application of International Accounting Standard IAS 12—Income taxes)
With effect from the beginning of the current consolidated fiscal year, the Company Group’s foreign consolidated subsidiaries
that apply International Financial Reporting Standards have adopted International Accounting Standard IAS 12—Income Taxes(as revised in May 2021; hereafter referred to as “the standard” in this section). Accordingly, deferred tax assets relating to leased
and abandoned assets are recognized.
The change in accounting policy has been applied retrospectively, and the consolidated financial statements and consolidated
financial statements for the previous fiscal year have been retrospectively applied, and the cumulative effect has been reflected
in net assets at the beginning of the previous consolidated fiscal year.
The application of the standard did not have a material impact on the consolidated financial statements and per share information
for the previous consolidated fiscal year. The impact on segment information is stated in the relevant section.
(Application of US GAAP ASU No. 2016-13 Financial Instruments—Credit Losses)
With effect from the beginning of the current consolidated fiscal year, the Company Group’s foreign consolidated subsidiaries
that apply US GAAP have adopted ASU No. 2016-13, Financial Instruments—Credit Losses (hereafter referred to as “thestandard” in this section). Accordingly, impairment losses on financial assets are recognized based on the expected credit loss
model.
In applying the standard, the Company has adopted a method to recognize the cumulative effect of the application of the standard
on the first day of the application, which is a method permitted as a transitional treatment.
The application of the standard did not have a material impact on the consolidated financial statements and per share information
for the current consolidated fiscal year. The impact on segment information is stated in the relevant section.

－13－

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2023

(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 segregated financial
information is available and is subject to review on a regular basis so that the Board of Directors can determine the allocationof 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 business activities.
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

2.

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, etc. towholesale 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.

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 described in Changes in accounting policy, the Company Group’s foreign consolidated subsidiaries that apply US GAAP
have adopted ASU No. 2016-13, Financial Instruments—Credit Losses effective from the beginning of the current consolidated
fiscal year. Accordingly, the calculation method of profit or loss for the business segments was changed in the same manner, but
the impact of this change on the profit or loss of the business segments for the current consolidated fiscal year was negligible.
In addition, the Company Group’s foreign consolidated subsidiaries that apply International Financial Reporting Standards haveadopted International Accounting Standard IAS 12—Income Taxes (as revised in May 2021; hereafter referred to as “the standard”
in this section), effective from the beginning of the current consolidated fiscal year. As a result of the adoption of the standard,
deferred tax assets related to leases and disposal obligations have been recognized, and the calculation method of the assets ofthe business segments have been changed in the same manner. The change in the accounting policy has been applied
retrospectively, and figures for segment assets for the previous consolidated fiscal year have been retrospectively adjusted, but
the impact of this change is negligible. The application of this standard did not change the calculation method of the profit orloss of the business segments.

－14－

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2023

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

Adjustments(Note 1)

Amount recorded on
the Consolidated
Financial Statements(Note 2)

Net sales
Japan

8,308

44,065

3,866

56,240－56,240

North America

156,852－－

156,852－

156,852

Europe39,011－－39,011－39,011

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

Segment profits/loss

12,355

(877)

(244)

11,234(735)

10,498Segment assets

121,294

14,391

1,926

137,61241,609179,222

1,717

166

4

1,888

319

2,207

325

－

－

325

－

325

12,175102

23

12,301577

12,878

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 (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
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 anddeposits) 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.”－15－

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2023

Current consolidated fiscal year (from January 1, 2023 to December 31, 2023)(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
Japan
North America
EuropeOther
Revenue from contracts with customers
Sales to external customers
Intersegment sales or transfers
Total
Segment profits/loss
Segment assets

8,324
169,456
45,483
13,371
236,636
236,636555
237,191
14,054
146,280

48,492－－
11,26659,75959,7593
59,762(1,017)
12,124

4,451
－
－
－
4,451
4,451
38
4,490
(167)
2,297

61,268
169,456
45,483
24,638300,847
300,847596
301,444
12,869160,703－61,268
169,456
45,483
24,638300,847
300,847

(596)

－

(596)

300,847
11,020212,479

1,767
387

173
－

13
－

1,954
387

418
－

2,373
387

5,126

123

24

5,275

543

5,819

－
－
－
－
－

(1,849)51,776

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 (1,849) million yen includes (2,979) million yen for theelimination of intersegment transactions and 1,130 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
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 51,776 million yen includes 66,183 million yen for company
assets not allotted to reporting segments and so forth. The company-wide assets are mainly surplus funds (cash anddeposits) that are not attributable to any reporting segments.
(3) The depreciation adjustment of 418 million yen is mainly depreciation concerning company-wide assets.
(4) The adjustment of 543 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.

－16－

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2023

[Related information]
Previous 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

15,079(Note) For North America, 9,239 million yen is from the U.S. and 2,111 million yen is from Canada.
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, 2023 to December 31, 2023)
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
61,268Europe169,456

Other
45,483

Total
24,638300,847(Note) For North America, 146,778 million yen is from the U.S.
(2) Property, plant and equipment(Millions of yen)Japan

North America
86

Europe13,666

Other
3,254

Total
1,536

18,544(Note) For North America, 8,759 million yen is from the U.S. and 4,907 million yen is from Canada.
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.

－17－

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2023

[Information regarding impairment losses on non-current assets for each reporting segment]
Previous 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

Current consolidated fiscal year (from January 1, 2023 to December 31, 2023)(Millions of yen)
Asian Food Global
Business

Agricultural &Seafood Products
Trading Business

–

2,042

Impairment loss

Company-wide/
Eliminations

Other business
–

Total
–

2,042

[Information on amortization of goodwill and unamortized balance for each reporting segment]
Previous 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 forthe current period
Balance at end ofcurrent period

Company-wide/
Eliminations

Other business

Total

Current consolidated fiscal year (from January 1, 2023 to December 31, 2023)(Millions of yen)
Asian Food Global
Business

Agricultural &Seafood Products
Trading Business

474

65

－

－

540

8,298

－

－

－

8,298

Amortization for thecurrent period
Balance at end ofcurrent period

Other business[Information on gain on bargain purchase for each reporting segment]
Previous consolidated fiscal year (from January 1, 2022 to December 31, 2022)
No relevant items.
Current consolidated fiscal year (from January 1, 2023 to December 31, 2023)
No relevant items.

－18－

Company-wide/
Eliminations

Total

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2023

(Business combinations)(Business combination through acquisition)
The company acquired 100% of the shares of Uniontrade S.p.A. (head office: Italy; “UT”) and 100% of the interests in Uni
Logistic S.r.l. (head office: Italy; “UL”) through Wismettac Harro Foods Limited, a consolidated subsidiary of the Company, andconverted the two companies into its subsidiaries.
(1) Outline of the business combination(i)Names of the acquired companies and their business
Name of the acquired company: Uniontrade S.p.A.
Business:

Wholesale business of Japanese and other Asian food products
and operation of cash and carry

Name of the acquired company: Uni Logistic S.r.l.
Business:

Provision of logistics services to UT and its subsidiary Plaza Latina S.r.l.

(ii) Main reasons for the business combination
The Company, as part of its Asian Food Global Business in the European region, conducts the import and wholesale ofJapanese and other Asian food products mainly in the U.K., Germany, and France. The Company has resolved to acquire
100% of the shares of UT, which conducts a wholesale business for Japanese and other Asian food products in Italy, and100% of the shares of UL, which performs certain logistics functions of UT.
UT is one of the leading wholesalers of Japanese and other Asian food products in Italy. Based on its long-standing business
relationships with restaurants and retailers, UT sells food products and ingredients such as seafood, rice, and seasonings,
and is also engaged in the cash and carry (purchasing and taking out goods from a warehouse) of commercial food products
for restaurants. The Company plans to leverage the Wismettac Group’s product lineup to offer a wider range of value-added
products to its customers.
One of the growth strategies of the Group’s Asian Food Global Business is to expand our business foundation outside ofNorth America. We have been developing the business foundation of our Asian Food Global Business with a focus on
Japanese food in Europe by converting our business bases in major countries such as the U.K., Germany, and France into
group companies, and now we will establish a sales channel in the Italian market through UT.
(iii) Date of the business combination
October 31, 2023 (Date of acquisition of shares and equity)
December 31, 2023 (deemed acquisition date)(iv) Legal form of the business combination
Acquisition of shares and interests for cash consideration(v) Company names after the business combination
No changes(vi) Percentage of voting rights acquired
UT: 100%
UL: 100%(vii) Principal basis in determining the companies to be acquired
The Company acquired the shares and interests for cash consideration.
(2) Period of the financial results of the acquired entity included in the consolidated financial statements
Since the deemed acquisition date is December 31, 2023, only the balance sheet is consolidated and the consolidated
statement of income for the current consolidated fiscal year does not include the results of the acquired entity.
(3) Acquisition cost of the acquired companies and breakdown of consideration by type
Consideration for the acquisition:
Acquisition cost

5,029 million yen in cash
5,029 million yen－19－Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2023

(4) Major acquisition-related costs and their amounts
Remuneration, fees, etc., to advisors: 146 million yen(5) Amount of goodwill incurred, reason for the incurrence, amortization method, and amortization period(i)

The amount of goodwill that occurred:
4,354 million yen
The amount of goodwill has been provisionally calculated, as the allocation of the acquisition cost has not been
finalized as of the end of the current consolidated fiscal year.

(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 15 years(6) Amounts of assets and liabilities accepted on the date of business combination and major items
UT and UL
Current assets

4,375

Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities

1,634
6,009
4,349
1,034
5,383

million yen(7) Details of conditional acquisition consideration stipulated in the business combination agreement and its accounting policy
after the current consolidated fiscal year(i)

Details of conditional acquisition consideration
An additional payment of up to 785 million yen is to be made depending on the progress made toward achieving theperformance targets set by the acquired entity for each fiscal year from the fiscal year ended December 31, 2023, tothe fiscal year ending December 31, 2024.

(ii) Accounting policy going forward
In the event of a change in the acquisition consideration, the acquisition cost will be adjusted assuming that the change
occurred at the time of acquisition, and the amount of goodwill and the amount of amortization of goodwill will be
adjusted accordingly.
(8) Allocation of the acquisition cost
The allocation of the acquisition cost has not been finalized as the period from the date of business combination to theclosing date is short, and the identification of identifiable assets and liabilities as of the date of business combinationand estimation of their fair value have not been completed, so the amount has been provisionally calculated.
(9) Estimated amount and calculation method of the impact of the business combination on the consolidated statement of income
for the current consolidated fiscal year, assuming that the business combination was completed as of the beginning of theconsolidated fiscal year
UT and UL
Net sales
Operating income
Ordinary income
Profit before income taxes
Profit attributable to owners of parent
Net income per share

14,249million yen

(340)
(420)
(422)
(412)
(28.77) yen－20－

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2023

(Calculation method of the estimated amount)
Net sales and profit/loss information of the acquired entity from the beginning date of the consolidated fiscal year to thedate of business combination are used as the estimated amount of the impact of the business combination, assuming that thebusiness combination was completed on the beginning date of the consolidated fiscal year. The amount of amortization of
goodwill was calculated and included in the estimated amount, assuming that the goodwill was generated at the beginningof the current fiscal year.
Please note that the Company has not obtained an audit certification for these notes.
(Per share information)

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

FY 2023(January 1, 2023 to December 31, 2023)

Net assets per share

4,985.72 yen

5,563.29 yen

Net income per share475.15 yen

436.75 yen

Diluted net income per share

473.08 yen

433.22 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 2022(January 1, 2022 to
December 31, 2022)

FY 2023(January 1, 2023 to
December 31, 2023)

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)

6,819

6,268

－

－

6,819

6,268

14,352,950

14,352,908－－

62,785

116,891(62,785)(116,891)

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)
Acquisition of own shares
At a meeting of the Board of Directors held on February 14, 2024, the Company resolved matters concerning the acquisition of its
own shares in accordance with Article 9 of the Company’s Articles of Incorporation as stipulated by Article 165, Paragraph 2 of
the Companies Act.
1.

Reasons for the acquisition of own shares
The Company intends to use the acquired own shares for the purpose of allocating shares to be delivered in conjunction
with restrictions on stock compensation, as well as for the purpose of implementing a flexible capital policy in response tochanges in the business environment and improving capital efficiency.

－21－

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2023

2.

Details of matters relating to the acquisition(i)Type of shares to be acquired

Common stock(ii) Number of shares to be acquired

125,000 shares(iii) Total amount of shares to be acquired

752,500,000 yen (upper limit)(iv) Period of the share acquisition

February 15, 2024(v) Method of acquisition

Acquired through the Tokyo Stock Exchange’s Off-Auction Own Shares
Repurchase Trading System (ToSTNeT-3)

Stock split and partial amendment to the Articles of Incorporation in conjunction with the stock split
At a meeting of the Board of Directors held on February 14, 2024, the Company resolved to conduct a stock split and to partiallyamend the Articles of Incorporation in conjunction with the stock split.
1.

Purpose of the stock split
The purpose of the stock split is to establish a more investment-friendly environment and to expand our investor base by
reducing the amount per unit of investment in our stock.

2.

Outline of the stock split(1) Method of the stock split
With Sunday, June 30, 2024 as the record date, the Company will split the shares of common stock held by shareholders
as of the same date at a ratio of 3 shares for each share held.
(2) Number of shares to be increased by the stock split(i) Number of shares issued and outstanding before the stock split

14,353,140 shares(ii) Number of shares to be increased by the stock split

28,706,280 shares(iii) Total number of shares issued and outstanding after the stock split

43,059,420 shares(iv) Total number of authorized shares after the stock split

150,000,000 shares(3) Schedule of the stock split(i) Date of public notice of record date

Friday, June 14, 2024 (scheduled)(ii) Record date

Sunday, June 30, 2024(iii) Effective date

Monday, July 1, 2024*

The actual record date will be Friday, June 28, 2024, as the record date falls on a holiday of the shareholder registryadministrator.

(4) Other
There will be no change in the amount of capital stock as a result of this stock split.
3.

Partial amendments to the Articles of Incorporation in conjunction with the stock split(1) Reason for the amendment to the Articles of conjunction with Incorporation
In conjunction with the above stock split, the Company will partially amend its Articles of Incorporation with aneffective date of July 1, 2024, pursuant to Article 184, Paragraph 2 of the Companies Act.
(2) Details of the amendments to the Articles of Incorporation
Articles of Incorporation before amendment

Articles of Incorporation after amendment(Total number of shares authorized to be issued)
Article 6 The total number of shares authorized to
be issued by the Company shall be
50,000,000 shares.

(Total number of shares authorized to be issued)
Article 6 The total number of shares authorized to
be issued by the Company shall be
150,000,000 shares.

－22－

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2023

(3) Schedule of the amendment to the Articles of Incorporation
Effective date

Monday, July 1, 2024－23－