Consolidated Financial Results for the Fiscal Year Ended December 31, 2021
(Japanese GAAP)
February 14, 2022
Company name:Nishimoto Co., Ltd.
Listed exchange:
Tokyo
Code:
9260
URL: https://www.wismettac.com/
Representative:
Yoshiro Susaki, Chairman & President CEO
Contact:
Yuji Sasa, Director/CFO(Phone) 03-6870-2015
Scheduled date of the Annual General Meeting of Shareholders: March 30, 2022
Scheduled date of commencement of dividend payments:
March 16, 2022
Scheduled date of submission of the annual securities report:
March 31, 2022
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, 2021
(from January 1, 2021 to December 31, 2021)(1) Consolidated results of operations
Net sales(Percentages denote year-on-year changes)
Profit attributable toOrdinary income
owners of parent

Operating income

Million yen%

FY ended December 31, 2021
213,248
26.6
FY ended December 31, 2020
168,449(7.8)(Note) Comprehensive income
FY ended December 31, 2021: 9,809 million yen (–%)
FY ended December 31, 2020: (1,063) million yen (–%)
Net income pershare

Million yen%

Million yen%

Million yen

%

7,301
1,982

268.3
(54.4)

7,204
1,715

320.0
(62.2)

5,028
1,016

394.8
(59.2)

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

Yen

FY ended December 31, 2021
350.34
FY ended December 31, 2020
70.80
(Reference) Equity in earnings of affiliates
FY ended December 31, 2021: (8) million yen

Yen

%

%

%

349.90
–

9.2
2.0

5.6
1.6

3.4
1.2

FY ended December 31, 2020: (3) million yen(2) Consolidated financial position
Total assets

Net assets

Million yen

FY ended December 31, 2021
141,769
FY ended December 31, 2020
113,606(Reference) Shareholders' equity
FY ended December 31, 2021: 59,440 million yen

Equity ratio

Net assets per share

Million yen%

Yen

59,86250,84241.9
44.4

4,141.34
3,515.28

FY ended December 31, 2020: 50,454 million yen(3) Status of consolidated cash flows
Cash flows fromoperating activities
FY ended December 31, 2021
FY ended December 31, 2020

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

2,172
10,490(304)(9,002)

9,747
12,08565,64750,941

2. Dividends
Annual dividends
First
SecondThird
Year-endquarter-end quarter-end quarter-end
FY ended December 31, 2020
FY ended December 31, 2021
FY ending December 31, 2022
(Forecast)

Total

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

Yen

Yen

Yen

Yen

Yen

Million yen

%

%

–
–

0.00
35.00

–
–

20.00
70.00

20.00
105.00

287
1,507

28.2
30.0

0.6
2.7

–

35.00

–

35.00

70.00

30.4

3. Consolidated financial results forecast for the fiscal year ending December 31, 2022 (from January 1, 2022 to
December 31, 2022)

Net sales
Million yen

First half of FY ending
December 31, 2022
FY ending December 31, 2022

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

120,000

20.1

2,800

(14.5)

2,600(22.0)

1,900(26.6)

132.38240,000

12.5

5,000

(31.5)

4,700(34.8)

3,300(34.4)

229.92* 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: None(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,
2021

14,353,140 shares

December 31,
2020

14,353,140 shares

December 31,
2021

153 shares

December 31,
2020

112 shares

December 31,
2021

14,352,991 shares

December 31,
2020

14,353,028 shares

(Reference) Overview of respective financial results
1. Respective financial results for the period ended December 31, 2021 (from January 1, 2021 to December 31,
2021)(Percentages denote year-on-year changes)(1) Respective operating results
Net sales
FY ended December 31, 2021
FY ended December 31, 2020

Operating income

Ordinary income

Net income

Million yen%

Million yen%

Million yen%

Million yen

%

3,210
3,149

1.9
(2.0)

1,152
1,420

(18.9)
2.0

1,219
1,141

6.9
(18.5)

1,159
754

53.6
(45.4)Net income per share
FY ended December 31, 2021
FY ended December 31, 2020

Diluted net income
per share

Yen

Yen

80.81
52.60

80.71
–

(2) Respective financial position
Total assets
Million yen

FY ended December 31, 2021
50,193
FY ended December 31, 2020
39,570(Reference) Shareholders' equity
FY ended December 31, 2021: 13,237 million yen

Net assets

Equity ratio

Net assets per share

Million yen%

Yen

13,237
12,85926.4
32.5

922.28895.96

FY ended December 31, 2020: 12,859 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 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 for
management to promise the achievement of the forecast. Actual financial results may differ materially due to various factors.
For conditions of the assumptions in the forecast and notes to use of the forecast, please see the section titled "(4) Futureforecasts" under the chapter titled "1. Overview of operating results, etc." on the page 5 of the attachment.

(How to obtain supplementary explanatory materials for the financial results)
On Monday, February 14, 2022, supplementary explanatory materials for the financial results will be disclosed via TDnet andposted on the Company's website. On Wednesday, February 16, 2022, based on these materials, a meeting will be held to brief
institutional investors and analysts on the financial results.

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2021

 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(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(Additional information) .................................................................................................................................. 13(Segment information) ..................................................................................................................................... 13(Business combinations) .................................................................................................................................. 17(Per share information) .................................................................................................................................... 18(Significant subsequent events) ....................................................................................................................... 19-1-

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2021

1. Overview of operating results, etc.
(1) Overview of operating results for the current period[Overview of the current consolidated fiscal year]
During the current consolidated fiscal year, the world economy was hit by another pandemic caused by a new coronavirus
variant, but the number of infected people and its rippling impact moved away from their peak and the global economy was ona path to recovery as a whole. However, due to the inequality in the supply of vaccine, the gap and the division between
developed countries and developing countries deepened further. Even in developed countries where vaccination is proceeding
faster, waves of infection subsided and resurged repeatedly. Furthermore, while demand growth associated with deregulation isaccelerating, supply recovery is lagging due to logistical disruptions, and inflation is progressing rapidly in the U.S. and someemerging market countries, making economic recovery still accompanied by uncertainty.
Under such circumstances, the Company Group reacknowledged its mission as a food distributer and has been making efforts
to steadily supply delicious and safe food products to customers and general consumers all over the world, while ensuring
employee health and safety. At the same time, the Group has been working to recover and stabilize businesses impacted by the
COVID-19 pandemic.
The main businesses of the Company Group are: the Asian Food Global Business that distributes food products and ingredientsfrom Asian countries, including Japan, to countries and regions such as North America, Europe, Asia, and Oceania; theAgricultural & Seafood Products Trading Business that distributes overseas agricultural and seafood products (mainly fresh
fruits and vegetables) in domestic markets and exports Japanese fresh fruits and vegetables to overseas markets; and offshore
trading. Also, the Company Group engages in business that distributes foreign brand foods, character and seasonal goods
planned and developed by the Company Group to imported food stores, daily sundry shops, etc. in Japan, and in business thatdevelops and distributes natural supplements.
As for the Asian Food Global Business, the Company Group has continued to work on a business structural reform to achievesustainable and stable incomes from the North American region as its major sales destination. Also, as one of its growthstrategies, the Company Group has been promoting the expansion of its business platform in regions outside of North America
using methods such as M&A.
As for the Agricultural & Seafood Products Trading Business, the Company Group has focused on expanding sales of imported
agricultural and seafood products to the domestic wholesale market, mass retailers, and restaurant chains as the three major
sales destinations. The Company Group is also actively working on the expansion of overseas distribution routes, including
export of domestic fruits and vegetables, sales expansion in the Chinese market through offshore trading, in addition to its
overseas procurement capabilities developed so far.
As a result, with respect to the financial results for the current consolidated fiscal year, net sales stood at 213,248 million yen(26.6% increase year-on-year), operating income amounted to 7,301 million yen (268.3% increase year-on-year), ordinary
income amounted to 7,204 million yen (320.0% increase year-on-year) and profit attributable to owners of parent totaled 5,028
million yen (394.8% increase year-on-year).
Financial results by segment are as follows. It is noted that net sales of segments are net sales to external customers.
[Overview of financial results by segment](i) Asian Food Global BusinessIn regard to financial results of the Asian Food Global Business for the current consolidated fiscal year, net sales stood at
162,457 million yen (39.0% increase year-on-year) and operating income amounted to 8,257 million yen (356.7% increaseyear-on-year).
In terms of sales, although sales to restaurants declined significantly in the previous fiscal year due to lockdowns andother restrictions following the spread of COVID-19 infection, overall sales recovered steadily in the current fiscal year
despite lingering effects in some areas, resulting in a significant increase in sales.
In terms of profits, although the Company recognized a provision of allowance for doubtful accounts and a valuation loss
on inventories in the previous fiscal year, in addition to the decrease in profits caused by the significant decrease in sales
in the first half of the fiscal year, the Company posted a significant increase in profit in the current fiscal year due to theimplementation of various measures for the recovery of profit, and a reversal of valuation loss on inventories and aprovision of allowance for doubtful accounts, in addition to the increase in profits caused by the increase in sales. Specificmeasures to restore profitability include expansion of products for delivery and take-out services and grocery stores, early
price adjustment in anticipation of increases in costs, such as raw material, ocean freight, and labor costs, and reduction of
SG&A expenses.

-2-

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2021

In the North America region, the Company's main market, sales to restaurants have recovered beyond initial expectations
partly due to deregulation associated with progress in vaccinations and a rebound in consumer demand, resulting in
growth above the level of FY 2019, which is the period before the negative impact of the spread of COVID-19 wasrecognized. Sales to grocery stores had grown on the back of the rising trend for home-meal replacements and home meals
and underpinned the Company’s performance since the onset of the COVID-19 pandemic as they deal in products forhome consumption, and has remained strong even after the recovery of sales to restaurants.
As for regions other than North America, Europe is progressing relatively quickly with vaccinations and is showing a
steady recovery in general, although there are differences with each country. On the other hand, in the Asia and Oceania
regions, despite the relatively successful border measures, etc. in the past, our performance was significantly affectedparticularly in sales to restaurants in certain countries and regions where the rapid spread of infections led to theintermittent implementation of lockdowns and other measures. As restrictions were subsequently relaxed based on
vaccination rate, both sales and profits recovered rapidly, resulting in strong full-year performance.
(ii) Agricultural & Seafood Products Trading BusinessWith respect to financial results of the Agricultural & Seafood Products Trading Business for the current consolidated
fiscal year, net sales stood at 47,085 million yen (1.8% decrease year-on-year) and operating losses amounted to 111
million yen (an operating income of 683 million yen for the previous fiscal year).
In the first half of the current fiscal year, sales were supported by some positive factors, such as special demand for
Taiwanese pineapples and the beneficial effect of rising prices due to inventory adjustment amid a nationwide supply
shortage. However, in the second half of the year, demand for mainstay imported fruits and vegetables was sluggish due tothe prolonged state of emergency declaration, combined with the competition with low-priced domestic products. The
recovery in demand in the restaurant and other industries has been delayed even after the relaxation in the fourth quarterof restrictions on business operations including those on opening hours. As a result, sales decreased from the previous
fiscal year.
In terms of profits, even though it was difficult to secure profits in the previous fiscal year due to excessive inventory
caused by weak sales and sluggish prices, profits decreased in the current fiscal year due to a loss in the third quarter,
which is the high season along with the second quarter. In addition to poor quality in the production area, the main reason
for the loss in the third quarter was that delays in the schedule of entering the ports due to the global logistics turmoil
caused a backlog of inventory and a significant collapse in the market. Moreover, amid the difficulty in inventory control
based on supply and demand forecasts due to rising purchase costs in the weaker yen environment and logistics disruption,
sales measures prioritizing inventory turnover caused a decline in profits.
(iii) Other businesses
As to financial results of other businesses for the current consolidated fiscal year, net sales stood at 3,704 million yen(1.6% increase year-on-year) and operating income amounted to 41 million yen (69.2% decrease year-on-year).
During the Valentine's Day and White Day sales season, the highest sales season in the first half of the year, although theCompany secured profit by reducing purchases according to the plan and SG&A expenses, sales in the second and third
quarters decreased due to the continued impact on retailers, our major customers, including shortened business hours, in
April and onward by the intermittent declaration of a state of emergency, combined with a shortage of goods due tologistics stagnation. Imported goods, the arrival of which had been delayed, were delivered in order in the fourth quarter,and event product sales in the Halloween and Christmas seasons were strong, contributing to the recovery of sales.
Although full-year sales increased, profits declined from the previous fiscal year.
In order to incorporate the global diversification of needs for food as growth fields, the Company Group advances efforts
in new fields where the food field intersects with other fields, such as healthcare, ecosystem, new lifestyle, and foodinformatics. As new businesses in these efforts, we have started the provision of food for gastrectomized patients (food ×
healthcare) and launched the "home-meal replacement live kitchen business" (food × new lifestyle) aimed to support
home-meal replacement businesses of reputable upscale restaurants.

(2) Overview of financial position for the current period(Assets)
Total assets as of December 31, 2021 stood at 141,769 million yen, an increase of 28,162 million yen compared to
December 31, 2020, and was mainly attributable to the following.
Total current assets as of December 31, 2021 amounted to 124,737 million yen, an increase of 26,616 million yen
compared to December 31, 2020. The increase in total current assets was due to an increase of 12,929 million yen in cash-3-

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2021

and deposits, an increase of 9,274 million yen in inventories, and an increase of 3,944 million yen in notes and accounts
receivable—trade.
Total non-current assets as of December 31, 2021 came to 17,032 million yen, an increase of 1,546 million yen compared
to December 31, 2020. The increase in total non-current assets, despite a decrease of 318 million yen in property, plantand equipment – other, net including construction in progress, was due to an increase of 674 million yen in leased assets,net, an increase of 538 million yen in customer-related assets, and an increase of 501 million yen in buildings andstructures, net.
(Liabilities)
Total liabilities as of December 31, 2021 stood at 81,906 million yen, an increase of 19,142 million yen compared to
December 31, 2020, and was mainly attributable to the following.
Total current liabilities as of December 31, 2021 amounted to 36,693 million yen, an increase of 15,199 million yen
compared to December 31, 2020. The increase in current liabilities was due to an increase of 8,849 million yen in current
portion of long-term loans payable, an increase of 4,338 million yen in notes and accounts payable—trade, an increase of
902 million yen in accounts payable—other, and an increase of 621 million yen in other current liabilities, including
accrued expenses.
Total non-current liabilities as of December 31, 2021 amounted to 45,213 million yen, an increase of 3,943 million yen
compared to December 31, 2020. The increase in non-current liabilities, despite a decrease of 1,599 million yen in net
defined benefit liability, was due to an increase of 3,747 million yen in long-term loans payable and an increase of 1,450
million yen in other non-current liabilities, including long-term accounts payable.
(Net assets)
Total net assets as of December 31, 2021 amounted to 59,862 million yen, an increase of 9,019 million yen compared to
December 31, 2020. The increase in total net assets is mainly due to an increase of 4,712 million yen in foreign currencytranslation adjustment and an increase of 4,238 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, 2021 amounted to 65,647 million yen, an
increase of 14,706 million yen compared to December 31, 2020.
The status of respective cash flows for the current consolidated fiscal year and its main factors are as follows:(Cash flows from operating activities)
Cash flows from operating activities were positive at 2,172 million yen and major factors are as follows. This was mainly
attributable to 7,343 million yen in profit before income taxes, an increase of 3,350 million yen in notes and accounts
payable—trade, 2,185 million yen in depreciation and amortization as a non-cash expense, despite an increase of 6,699
million yen in inventories, income taxes paid of 2,457 million yen, and an increase of 2,306 million yen in notes andaccounts receivable—trade.
The amount of funds obtained decreased by 8,317 million yen compared to the previous consolidated fiscal year (79.3%
decrease year-on-year), which was mainly due to an increase of 10,055 million yen in cash outflows from inventories, anincrease of 4,913 million yen in cash outflows from notes and accounts receivable—trade, and an increase of 2,396
million yen in cash outflows from net defined benefit liability, despite an increase of 5,111 million yen in profit before
income taxes and an increase of 3,498 million yen in cash inflows from notes and accounts payable—trade.
(Cash flows from investing activities)
Cash flows from investing activities were negative at 304 million yen and major factors are as follows. This was mainly
attributable to a cash outflow of 1,169 million yen from the purchase of shares of subsidiaries resulting in change in scopeof consolidation, a cash outflow of 574 million yen from the purchase of property, plant and equipment, and a cash
outflow of 384 million yen from the purchase of intangible assets, despite a cash inflow of 1,793 million yen from income
due to a net change in time deposits.
The amount of funds spent decreased by 8,697 million yen (96.6% decrease year-on-year) compared to the previous
consolidated fiscal year. Major factors included a decrease of 5,092 million yen in expenditures for the purchase of sharesof subsidiaries resulting in change in scope of consolidation and an increase of 3,281 million yen in cash inflow due to a
net change in time deposits.

-4-Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2021

(Cash flows from financing activities)
Cash flows from financial activities were positive at 9,747 million yen. This was mainly attributable to a cash inflow of
11,262 million yen from proceeds from long-term borrowings, despite a cash outflow of 790 million yen for cash
dividends paid and a cash outflow of 628 million yen from repayments of long-term borrowings.
The amount of funds obtained decreased by 2,338 million yen (19.3% decrease year-on-year) compared to the previous
consolidated fiscal year. Major factors included a decrease of 2,844 million yen in proceeds from long-term borrowings,
and a decrease of 219 million yen in cash inflow due to a net change in short-term loans payable, despite a decrease of 823
million yen in expenditures due to repayments of long-term loans payable.

(4) Future forecasts(Millions of yen)
FY ended
December 31, 2021
(Actual)FY ending
December 31, 2022
(Forecast)

Increase (decrease)

Increase(decrease) rate

213,248

240,000

26,751

12.5

Operating income

7,301

5,000

(2,301)(31.5)

Ordinary income

7,204

4,700

(2,504)(34.8)

Profit attributable toowners of parent

5,028

3,300

(1,728)(34.4)Net sales

In the current consolidated fiscal year, the Company achieved higher net sales than initially expected as a result of a major
recovery particularly in sales to restaurants, supported in part by a rebound in consumption demand in response to the trend ofrelaxation of restrictions as a result of the progress of vaccination and other improvements, despite the lingering effect of theresurgence of infection cases due to COVID-19 variants. While a highly uncertain business environment is expected tocontinue during the process leading to the end of the pandemic, global economic activities are expected to recover steadily
going forward. In this environment, the Company will aim to achieve steady growth by working to further expand its businessfoundation, including the development of new sales channels and the start-up of businesses in new business domains.
Meanwhile, the impact of increases in raw material, ocean freight, personnel, and other expenses on current profits is
becoming increasingly evident on the back of global logistics disruption. In the future, during the process leading to thestabilization of logistics and the normalization of the supply-demand balance, events that may become pressures on profits are
expected to occur in terms of both gross profit and expenses, including the price adjustment phase reflecting the competitive
situation with other companies. As for rises in procurement cost, we predict that their impact on profit levels will be inevitable
to some extent because despite our efforts to secure profits through appropriate price adjustments and other measures, it will bedifficult for price adjustments alone to completely absorb the effect of upward pressure on costs, which is expected to bestronger going forward.
In addition, as the surge in logistics-related expenses particularly in personnel expenses in North America is expected to
become a factor to apply pressure on medium- to long-term profits, the need for aggressive investments in the improvement of
warehouse operations and logistics systems, the promotion of labor saving, etc., is rising. In addition to the investments torealize the transformation of business models and to capture growth opportunities, the Company will actively continue theinvestments to strengthen the existing business foundation.
Accordingly, we expect that net sales will stand at 240,000 million yen (an increase of 26,751 million yen year-on-year),
operating income will amount to 5,000 million yen (a decrease of 2,301 million yen year-on-year), ordinary income willamount to 4,700 million yen (a decrease of 2,504 million yen year-on-year), and profit attributable to owners of parent will
total 3,300 million yen (a decrease of 1,728 million yen year-on-year).
[Prerequisites for the forecast]
The exchange rate is assumed to be 110 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).

-5-

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2021

3. Consolidated financial statements and major notes(1) Consolidated balance sheet
FY 2020(As of December 31, 2020)
AssetsCurrent assets
Cash and deposits
Notes and accounts receivable—trade
Inventories
Other
Allowance for doubtful accounts
Total current assets(Millions of yen)
FY 2021(As of December 31, 2021)

52,71818,51025,2232,196(527)

65,64722,45434,497
2,539(402)

98,121

124,737

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

2,408
458
407
779
520

2,909
421
357
1,453
201

Total property, plant and equipment

4,573

5,344

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

4,187
330
438
3,877
57

4,096
290
790
4,415
51

Total intangible assets

8,891

9,644

288
843
791
161
(63)

262
893
746
148
(7)

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-

2,020

2,043

15,485

17,032

113,606

141,769

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2021

FY 2020(As of December 31, 2020)
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
Provision for directors' retirement benefits
Net defined benefit liability
Other
Total non-current liabilities(Millions of yen)
FY 2021(As of December 31, 2021)

10,930
3,513
371
290
2,445
383
823
88
11
2,635

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

21,49336,69336,267
486
1,059
35
–
645
1,731
1,043

40,015
1,115
1,209
135
111
–
131
2,494

41,27045,213

Total liabilities

62,763

81,906

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

2,646
6,531
43,339
(0)

2,646
6,531
47,578(0)52,51756,755

Accumulated 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

Total shareholders' equity

10(2,045)
(18)

8
9
2,666
–

Total accumulated other comprehensive income(2,062)

2,684

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

-7-

387

422

50,842

59,862

113,606

141,769

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2021

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

Net sales
Cost of sales

FY 2020(January 1, 2020 to
December 31, 2020)
168,449
139,017(Millions of yen)
FY 2021(January 1, 2021 to
December 31, 2021)
213,248
172,210Gross profit

29,431

41,037

Selling, general and administrative expenses

27,44833,736

Operating income

1,982

7,301

75
–
37
6
44

56
195
3
2
55

164

314

217
3
180
–
30

373
8
–
4
24

Non-operating income
Interest and dividend income
Foreign 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
Foreign exchange losses
Provision of allowance for doubtful accounts
Other
Total non-operating expenses
Ordinary income
Extraordinary income
Gain on sales of non-current assets
Gain on step acquisitions
Gain on revision of retirement benefit plan
Total extraordinary income
Extraordinary losses
Loss on retirement of non-current assets
Impairment loss
Loss on revision of retirement benefit plan
Total extraordinary losses

431

411

1,715

7,204

0
778
–

4
–
174

778

179

3
199
59

18
22
–

261

40

Profit before income taxes

2,231

7,343

Income taxes—current
Income taxes—deferred

1,040
162

2,262
29

Total income taxes

1,203

2,292

Net income

1,027

5,051

11

23

1,016

5,028

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, 2021

Consolidated statement of comprehensive income

1,027(Millions of yen)
FY 2021(January 1, 2021 to
December 31, 2021)
5,051

(6)
(6)
(2,041)
(18)

6
9
4,697
18

(18)

25

(2,091)

4,757(1,063)

9,809(1,092)

9,775

29

34

FY 2020(January 1, 2020 to
December 31, 2020)
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, 2021

(3) Consolidated statement of changes in equity
Previous consolidated fiscal year (from January 1, 2020 to December 31, 2020)(Millions of yen)
Shareholders' equity
Capital stock
Beginning balance

2,646

Capital surplus Retained earnings Treasury shares
6,531

43,112(0)

Total
shareholders'equity52,290Changes during the period
Dividends of surplus
Profit attributable toowners of parent
Changes in items other thanshareholders' equity, net
Total changes during theperiodEnding balance

(789)

(789)

1,016

1,016

–

–

226

–

226

2,646

6,531

43,339(0)52,517

Accumulated other comprehensive income
Total
Valuation
Foreign currency Remeasurements
accumulateddifference on Deferred gains ortranslationof defined benefit
otheravailable-for-sale losses on hedges
adjustment
planscomprehensive
securities
incomeBeginning balance

8

6

31

0

46

Non-controllinginterests

Total net assets–

52,337

Changes during the period
Dividends of surplus
Profit attributable toowners of parent
Changes in items other thanshareholders' equity, net
Total changes during theperiodEnding balance

(789)
1,016
(6)

(6)

(2,077)(18)(2,108)387(1,720)(6)(6)(2,077)(18)(2,108)387(1,494)1

0(2,045)(18)(2,062)387

50,842- 10 -

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2021

Current 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

(789)

(789)

Profit attributable toowners of parent

5,028

5,028

Purchase of treasury shares(0)

Sales of shares of
consolidated subsidiaries
Changes in items other thanshareholders' equity, net
Total changes during the periodEnding balance

0

(0)
0

–

0

4,238

(0)

4,238

2,646

6,531

47,578(0)56,755

Valuation
Foreign currency Remeasurements
difference on Deferred gains ortranslationof defined
available-for-sale losses on hedges
adjustment
benefit planssecurities

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(789)

Profit attributable toowners of parent

5,028

Purchase of treasury shares
Sales of shares of
consolidated subsidiaries
Changes in items other thanshareholders' equity, net

(0)
0
6

9

4,712

18

4,746

34

4,780

Total changes during the period

6

9

4,712

18

4,746

34

9,019

Ending balance

8

9

2,666

–

2,684

422

59,862- 11 -

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2021

(4) Consolidated statement of cash flows(Millions of yen)
FY 2021(January 1, 2021 to
December 31, 2021)

FY 2020(January 1, 2020 to
December 31, 2020)
Cash flows from operating activities
Profit before income taxes
Depreciation and amortization
Loss (gain) on step acquisitions
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

2,231
1,749
(778)
–
199
211
(75)
217
3
11
2,606
3,355
(147)
(117)
232
(117)
3
–
168
956

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

10,711

4,938

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

124
(191)
(611)
456

41
(360)
(2,457)
10

Cash flows from operating activities

10,490

2,172

(589)
(473)

(574)
(384)

(6,262)(1,169)

(221)
(32)
77
(1,488)
(11)

–
(85)
16
1,793
99

(9,002)(304)

490
14,106(1,452)
–
(270)
(789)
(0)

271
11,262
(628)
(0)
(367)
(790)
–

12,085

9,747

Subtotal

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
Purchase of shares of affiliates
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
Other
Cash flows from financing activities
Effect of exchange rate change on cash and cash equivalents(1,476)

3,091

Net increase (decrease) in cash and cash equivalents

12,096

14,706

Cash and cash equivalents at beginning of period

38,84450,941

Cash and cash equivalents at end of period

50,94165,647- 12 -

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2021

(5) Notes to the consolidated financial statements(Notes to assumption of going concern)
No relevant items.
(Additional information)
Accounting estimate associated with the novel coronavirus 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 fiscal year ended December 31, 2021, its impact on the Company’s consolidated performance will beinsignificant, the Company Group has estimated the impairment of non-current assets, the recoverability of deferred tax assets,etc., based on the currently available information.
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.

Transfer from the lump-sum retirement benefit plan to the defined contribution pension plan
Effective as of April 2, 2021, the Company and some of its domestic consolidated subsidiaries transferred their lump-sum
retirement benefit plans, with some exceptions, to defined contribution pension plans, and have adopted "Accounting forTransfer between Retirement Benefit Plans" (ASBJ Guidance No. 1 revised on December 16, 2016) and "Practical Solution on
Accounting for Transfer between Retirement Benefits Plans" (ASBJ PITF No. 2 revised on February 7, 2007).
Along with this change, 174 million yen was recorded in gain on revision of retirement benefit plan under extraordinary
income for the current consolidated fiscal year.

(Segment information)
1.

Overview of reporting segments
A reporting segments 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 could determine theallocation of management resources and evaluate the 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.
The details of 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 business of Asian food products and ingredients with afocus on Japanese food around the world, etc.
Import and wholesaling of perishable and frozen processed fruits and vegetables, marine
products, etc. to wholesale markets, volume sellers, restaurants, home-meal replacement
industry, food manufacturers, etc. in Japan, export of domestically produced vegetables
and fruits, triangular trade, and so forth.
Original product sales business using foreign brand foods and characters, sales ofsupplements, catalog mail order business, 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 a figure on an operating income basis. The amount of intersegment sales and transfers
are based on market prices.

- 13 -

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2021

3.

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

Previous consolidated fiscal year (from January 1, 2020 to December 31, 2020)(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)
168,449

Net sales
Sales to external customers

116,870

47,931

3,646

168,449–

Intersegment sales or transfers

6,386

0

–

6,386

(6,386)–123,257

47,931

3,646

174,836(6,386)

168,449

Total
Segment profit

1,807

683

133

2,625

(642)

1,982

Segment assets

78,053

8,463

1,544

88,061

25,545

113,606

1,172

10

7

1,189

311

1,501

198

–

–

198

–

198

886

34

7

928

419

1,348

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) "Adjustment" for segment profit in the amount of (642) million yen includes (1,403) million yen for elimination ofintersegment transactions and 760 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, andcompany expenses mainly comprise general and administrative expenses not attributed to reporting segments.
(2) "Adjustment" for segment assets in the amount of 25,545 million yen includes 39,320 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 311 million yen is mainly depreciation concerning company-wide assets.
(4) The adjustment of 419 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 is adjusted with operating income in the consolidated financial statements.
Current consolidated fiscal year (from January 1, 2021 to December 31, 2021)(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)
213,248

Net sales
Sales to external customers

162,457

47,085

3,704

213,248–

Intersegment sales or transfers

5,401

1

–

5,402

(5,402)–

167,858

47,087

3,704

218,651(5,402)

213,248

Total
Segment profits/loss

8,257

(111)

41

8,187

(885)

7,301

Segment assets

95,433

7,613

1,840

104,887

36,882

141,769

1,449

17

6

1,473

307

1,780

215

–

–

215

–

215

1,551

20

38

1,610

424

2,035

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) "Adjustment" for segment profit or loss in the amount of (885) million yen includes (1,261) million yen for eliminationof intersegment transactions and 376 million yen 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 mainly comprise general and administrative expenses not attributed to reporting segments.
(2) "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 the company-wide assets.
2. Segment profit or loss is adjusted with operating income in the consolidated financial statements.

- 14 -

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2021

[Related information]
Previous consolidated fiscal year (from January 1, 2020 to December 31, 2020)
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
54,193

Europe90,719Other
14,794

Total
8,741

168,449(Note) Of North America, 79,476 million yen is for the U.S.
(2) Property, plant and equipment(Millions of yen)Japan

North America
608

Europe

1,936

Other
1,698

Total
329

4,573

(Note) 1. Of North America, 1,496 million yen is for the U.S.
2. "Europe" includes 898 million yen for the U.K. and 543 million yen for France.
3.

Information for major customers
With respect to net sales to external customers, there are no customers that accounts 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, 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) Of North America, 101,560 million yen is for the U.S.
(Changes in presentation methods)
Net sales of "Europe," which was included in "Other" in the previous consolidated fiscal year, is presented separately for thecurrent consolidated fiscal year as its quantitative materiality has increased. In order to reflect this change in presentation
methods, the notes for the previous consolidated fiscal year have been reclassified.
As a result, the amount previously presented in "Other" in the previous consolidated fiscal year (23,535 million yen) has been
reclassified to "Europe" (14,794 million yen) and "Other" (8,741 million yen).

(2) Property, plant and equipment(Millions of yen)Japan

North America
490

Europe

2,192

Other
1,742

(Note) 1. Of North America, 1,447 million yen is for the U.S. and 744 million yen is for Canada.
2. "Europe" includes 1,016 million yen for the U.K.
3. "Other" includes 688 million yen for Singapore.
(Changes in presentation methods)- 15 -

Total
918

5,344

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2021

Property, plant and equipment of "Europe" which was included in "Other" in the previous consolidated fiscal year, is presented
separately for the current consolidated fiscal year as its quantitative materiality has increased. In order to reflect this change inpresentation methods, the notes for the previous consolidated fiscal year have been reclassified.
As a result, the amount previously presented in "Other" in the previous consolidated fiscal year (2,028 million yen) has been
reclassified to "Europe" (1,698 million yen) and "Other" (329 million yen).

3.

Information for major customers
With respect to net sales to external customers, there are no customers that accounts 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, 2020 to December 31, 2020)(Millions of yen)
Asian Food Global
Business

Agricultural &Seafood Products
Trading Business

199–

Impairment loss

Company-wide/
Eliminations

Other business
–

Total
–

199

Current 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

[Information on amortization of goodwill and unamortized balance for each reporting segment]
Previous consolidated fiscal year (from January 1, 2020 to December 31, 2020)(Millions of yen)
Asian Food Global
Business

Agricultural &Seafood Products
Trading Business

247

–

–

–

247

4,187

–

–

–

4,187

Amortization forthe current period
Balance at end ofcurrent period

Company-wide/
Eliminations

Other business

Total

Current 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 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, 2020 to December 31, 2020)
No relevant items.
Current consolidated fiscal year (from January 1, 2021 to December 31, 2021)
No relevant items.

- 16 -Total

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2021

(Business combinations)
Business combination by acquisition
Wismettac Harro Foods Limited, which is a consolidated subsidiary of the Company (hereinafter referred to as "Harro Foods"),
acquired 100% of shares of Interlock Investments Limited, which is located in Scotland, UK (hereinafter referred to as"Interlock") effective February 20, 2021, and Interlock was made into a consolidated subsidiary.
(1) Outline of business combination(i) Name of the acquired company and its business lines
Name of the acquired company: Interlock Investments Limited
Business lines: Import and wholesale of noodles and frozen fishery products (kanikama (imitation crab meat), frozen
sushi, etc.)(ii) Main reasons for the business combination
Harro Foods distributes Japanese food products and ingredients mainly to restaurants with a focus on the UK. This time,
Harro Foods acquired 100% of shares of Interlock, which is a pure holding company of Sco-Fro Group Limited(hereinafter referred to as "Sco-Fro"), which distributes Asian food products and ingredients mainly to retailers such as
supermarkets with a focus on the UK.
Sco-Fro distributes Asian food products and ingredients such as noodles and frozen fishery products (kanikama (imitation
crab meat), frozen sushi, etc.) based on long-term business relationships with major leading retailers in the UK, such as
ALDI, ASDA, and TESCO. Sco-Fro's business performance has been steady despite the COVID-19 pandemic. In addition
to the existing business for restaurants, in the future, Harro Foods will distribute Japanese food products and ingredientsprovided by the Company Group, utilizing the distribution routes to major retailers, a strength of Sco-Fro.
One of the Company Group's growth strategies for the Asian Food Global Business is to "expand our business platformin regions outside of North America." As of the previous fiscal year, the Company Group had completed the grouping ofbusiness units in three key countries in Europe ― namely, the UK, Germany, and France ― and established a businessplatform in Europe for the Asian Food Global Business with a focus on Japanese foods. This time, distribution routes toretailers in the UK were added to this business platform through Sco-Fro.
(iii) Date of business combination
February 20, 2021(iv) Legal form of the business combination
Through 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
As the Company Group acquired shares of Interlock for cash.
(2)

Period of the financial results of the acquired entity included in the consolidated financial statements
From February 1, 2021 to December 31, 2021

(3)

Acquisition cost of the acquired company and breakdown

Consideration for acquisition: Cash

1,196 million yen

Acquisition cost

1,196 million yen(4)

Major acquisition-related costs and their amounts
Remuneration, fees, etc., to advisors: 44 million yen(5)

Goodwill, reason for recognizing goodwill, amortization method and amortization period(i) The amount of goodwill that occurred
183 million yen- 17 -

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2021(ii) The cause of occurrence
The occurrence reflects future excess earnings power that is expected to be created by future business developments andsynergies 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

Current assets

707 million yen

Non-current assets

94

Total assets

802

Current liabilities

410

Non-current liabilities

6

Total liabilities
(7)

416

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

Customer-related assets

AmountAmortization period

775 million yen

16 years(8) Approximate amount and calculation method of impact on consolidated statements of income for the current consolidated
fiscal year calculated as if the business combinations had been completed at the beginning of the consolidated fiscal year
Net sales

259 million yen

Operating income

8

Ordinary income

6

Profit before income taxes

6

Profit attributable to ownersof parent
Net income per share6
0.47 yen(Calculation method of approximate amount)
The approximate amount of the impact was calculated as the difference between the amount of net sales and profit and loss
information calculated as if the business combination had been completed at the beginning of the current consolidated fiscal
year and the amount of net sales and profit and loss information stated in the consolidated statements of income of theacquiring entity.
It should also be noted that this note has not been audited.

(Per share information)
FY 2020(January 1, 2020 to December 31, 2020)

FY 2021(January 1, 2021 to December 31, 2021)

Net assets per share

3,515.28 yen

4,141.34 yen

Net income per share

70.80 yen

350.34 yen– yen

349.90 yen

Diluted net income per share(Note) 1.
2.

Information on diluted net income per share for the previous consolidated fiscal year is omitted as there were no dilutive
shares.
The basis of calculation of net income per share and diluted net income per share is shown in the table below.

- 18 -

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2021

FY 2020
FY 2021(January 1, 2020 to December (January 1, 2021 to December
31, 2020)
31, 2021)
Net income per share
Profit attributable to owners of parent (million yen)

1,016

5,028

–

–

1,016

5,028

14,353,028

14,352,991

Adjustment to profit attributable to owners of parent(million yen)––

Increase in the number of common shares (shares)–

18,006–(18,006)

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)

Diluted net income per share(of which common shares by ex-post delivery-type sharebased compensation (shares))
Summary of potential common shares not included in thecalculation of diluted net income per share as they are notdilutive―(Significant subsequent events)(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 Ban Choon Marketing Pte. Ltd. (hereinafter referred to as "BCM") located in
Singapore. As a result, BCM became a consolidated subsidiary of the Company.
(1) Outline of business combination(i) Name of the acquired company and its business lines
Name of the acquired company: Ban Choon Marketing Pte. Ltd.
Business lines:
Wholesale of fruits and vegetables and processed foods(ii) Main reasons for the business combination
NTC Singapore currently operates import and wholesale business of Japanese foods mainly in Singapore. NTC Singapore
has recently acquired 100% of shares of BCM, a major wholesaler of fruits and vegetables in Singapore.
BCM, one of the leading companies in Singapore, is a wholesaler of vegetables and fruits serving a wide range ofcustomers including major retailers (including NTUC FairPrice, the largest retailer in Singapore), e-commerce retailers,
hotels and restaurants, and other food service 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 of fruits and vegetables and to 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 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 acquired100%- 19 -

Nishimoto Co., Ltd. - Consolidated Financial Results for the Fiscal Year Ended December 31, 2021(vii) Main reason for deciding to acquire the company
As the Company Group acquired shares of BCM for cash
(2)

Acquisition cost of the acquired company and breakdown

Consideration for acquisition: Cash

2,086 million yen

Acquisition cost

2,086 million yen(3)

Goodwill, reason for recognizing goodwill, amortization method and amortization period
To be determined.

(4)

Amounts of assets and liabilities acquired on the day of the business combination and breakdown
To be determined.

(5)

Terms of contingent consideration prescribed by business combination agreement and accounting policy to be applied fromthe current consolidated fiscal year onwards
The consideration for the acquisition may change going forward pursuant to the provisions of the share transfer agreement.
When the payment or delivery of contingent consideration becomes certain and its fair value becomes reasonably
determinable, the payment will be recognized as additional acquisition cost and additional goodwill or negative goodwill
will be recognized.

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