Consolidated Financial Results for the First Quarter of the Fiscal Year Ending December 31, 2021
(Japanese GAAP)May 14, 2021

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 filing of quarterly report:
May 14, 2021
Scheduled date of commencement of dividend payments:—
Preparation of supplementary materials for quarterly financial results: Yes
Holding of quarterly financial results presentation meeting:No(Amounts are rounded down to the nearest million yen)

1.

Consolidated financial results for the first quarter of the fiscal year ending December 31, 2021
(from January 1, 2021 to March 31, 2021)(1) Consolidated results of operations (cumulative)
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

%

1,167

－

904

695.9

(270)

－

113

(88.8)First quarter of FY ending
44,611
3.6
1,122－
December 31, 2021
First quarter of FY ended
43,058(1.6)
5(99.6)
December 31, 2020
(Note) Comprehensive income
First quarter of FY ending December 31, 2021: 3,706 million yen (—%)
First quarter of FY ended December 31, 2020: (576) million yen (—%)
Diluted net income per
Net income per share
share
First quarter of FY ending
December 31, 2021
First quarter of FY ended
December 31, 2020

Yen

Yen

63.03

—

7.92

—

(2) Consolidated financial position
Total assets

Net assets

Million yen

As of March 31, 2021
121,313(FY 2021 1Q)
As of December 31, 2020
113,606(FY 2020)(Reference)
Shareholders' equity
First quarter of FY ending December 31, 2021:
FY ended December 31, 2020:2.

Equity ratio

Million yen%

54,26244.4

50,842

44.4

53,866 million yen
50,454 million yen

Dividends
Annual dividends
First quarter-end
Yen

Secondquarter-end

Third quarter-end
Yen

FY ended December 31, 2020—
0.00
FY ending December 31, 2021—
FY ending December 31, 2021—
(Forecast)(Note) Revision to the forecast for dividends announced most recently: None

Year-end

Total

Yen

Yen

Yen

—

20.00

20.00

—

20.00

—

3.

Consolidated financial results forecast for the fiscal year ending December 31, 2021
(from January 1, 2021 to December 31, 2021)

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

Operating income%

Million yen%

Million yen

First half of FY ending
90,000
12.8
600
—
450
December 31, 2021
FY ending December
187,000
11.0
2,000
0.9
1,700
31, 2021(Note) Revision to the forecast for financial results announced most recently: None%

Million yen

%

Yen

—

300

—

20.90

(0.9)

1,000

(1.6)

69.67

* Notes(1) Changes in significant subsidiaries during the first three months of the fiscal year:
None(Changes in specified subsidiaries resulting in changes in the scope of consolidation)
New – companies(Company name) / Excluded – companies (Company name)(2) Application of accounting treatment specific to the preparation of quarterly consolidated
financial statements:(3) Changes in accounting policies, changes to accounting estimates, and restatements(i) Changes in accounting policies due to revisions of accounting standards:

Yes

None

(ii) Changes in accounting policies other than (i) above:None(iii) Changes in accounting estimates:None(iv) Restatements:

None(4) Number of shares outstanding (common stock)(i) Number of shares outstanding at the end of the As of March 31,
December 31,
14,353,140 shares
14,353,140 shares
2021
2020
period (including treasury shares)(ii) Number of treasury shares at the end of the
As of March 31,
December 31,
153 shares
112 shares
2021
2020
period(iii) Average number of shares during the period
As of March 31,
14,353,006 shares March 31, 2020 14,353,028 shares
2021(three months ended March 31, 2021)* These quarterly financial results are not subject to quarterly review procedures.
* Explanation of the proper use of financial results forecasts and other notes(Cautionary note on forward-looking statements, etc.)
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 theachievement 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 "(3) Explanation of future forecasts such as consolidated
financial results forecasts" under the chapter titled "1. Qualitative information on quarterly financial results" on the page 4 of theattachment.
(How to obtain the quarterly financial results supplementary materials)
The quarterly financial results supplementary materials will be disclosed on TDnet on May 14, 2021 and will also be posted on the
Company's website.

Nishimoto Co., Ltd. (9260) - Consolidated Financial Results for the First Quarter of the Fiscal Year Ending December 31, 2021

 Attachment: Table of Contents
1. Qualitative information on quarterly financial results .............................................................................................. 2(1) Explanation of operating results ........................................................................................................................ 2(2) Explanation of financial position ....................................................................................................................... 3(3) Explanation of future forecasts such as consolidated financial results forecasts ................................................ 4
2. Quarterly consolidated financial statements and major notes .................................................................................. 5(1) Quarterly consolidated balance sheet ................................................................................................................. 5(2) Quarterly consolidated statements of income and comprehensive income ........................................................ 7(3) Notes to the quarterly consolidated financial statements ................................................................................... 9(Notes to assumption of going concern) ............................................................................................................ 9(Notes on significant changes in shareholders' equity) ...................................................................................... 9(Application of accounting treatment specific to the preparation of quarterly consolidated financial
statements) ......................................................................................................................................................... 9(Additional information) .................................................................................................................................... 9(Segment information) ..................................................................................................................................... 10(Business combination and other relationships)............................................................................................... 11–1–

Nishimoto Co., Ltd. (9260) - Consolidated Financial Results for the First Quarter of the Fiscal Year Ending December 31, 2021

1. Qualitative information on quarterly financial results(1) Explanation of operating results[Outline of the first quarter of the current consolidated fiscal year]
During the first quarter of the current consolidated fiscal year, uncertainty remained in the global economy due to the impact of
the COVID-19 pandemic. However, in countries and regions where vaccine development has progressed, regulations havebeen partially relaxed and fiscal and monetary policy measures have been implemented, and it seems that confusion has abated
and the situation has settled down somewhat. Also, the restaurant industry, which was hard-hit by COVID-19 during theprevious fiscal year, seems to be recovering gradually by adopting new forms of business suited to the circumstances wrought
by COVID-19, such as take-out and delivery services.
On the other hand, in countries and regions where COVID-19 has been resurging, regulations appear to have been reenforced
and gaps between regions have arisen in terms of the state of economic improvement. In Japan, the second state of emergency
was declared in January for 10 prefectures, and measures were implemented, such as requesting restaurants to shorten theirbusiness hours. Therefore, people have come to feel cooped-up in their daily lives.
Under such circumstances, the Company Group reacknowledged its mission as a food distributer and has been making efforts
to steadily supply goods while ensuring employee safety. The main businesses of the Company Group are the Asian Food
Global Business that distributes Asian food products and ingredients such as Japanese food around the world with a focus on
North America, as well as in Europe, China, South East Asia, Australia, etc., and the Agricultural & Seafood Products Trading
Business that distributes fruits and vegetables, fishery products, etc. in domestic markets, as well as overseas markets throughexports and offshore trading. Also, the Company Group engages in business that distributes foreign brand foods, seasonal
goods planned and developed by the Company Group, and character goods to imported food stores, daily sundry shops, etc. inJapan, and in business that manufactures and distributes natural supplements.
As for the Asian Food Global Business, the Company Group has been actively promoting a structural reform to continuously
achieve sustainable and stable incomes from the North American region and an expansion of the business platform in regions
outside of North America as one of our growth strategies. As for the Agricultural & Seafood Products Trading Business, theCompany Group has been working on expanding sales to the wholesale market, which is the main distribution route, massretailers, restaurant chains, home-meal replacement industries, etc. and overseas distribution routes (export of domestic fruits
and vegetables, offshore trading in fruits and vegetables, wholesale business in China, etc.).
As a result, with respect to the financial results for the first quarter of the current consolidated fiscal year, net sales stood at
44,611 million yen (3.6% increase year-on-year), operating income amounted to 1,122 million yen (operating income of 5
million yen in the same period of the previous year), ordinary income amounted to 1,167 million yen (ordinary loss of 270
million yen in the same period of the previous year) and profit attributable to owners of parent totaled 904 million yen (profit
attributable to owners of parent of 113 million yen in the same period of the previous year).
Financial results by segment are as follows: It is noted that net sales of segments are net sales to external customers.
[Outline of operating results by segment](i) Asian Food Global BusinessIn the Asian Food Global Business, for the first quarter of the current consolidated fiscal year, the Company had net sales of
33,348 million yen (7.1% increase year-on-year) and operating income of 1,248 million yen (operating income of 65 million
yen in the same period of the previous year).
In the North American region, at the end of the previous fiscal year, it was forecast that the COVID-19 pandemic would peakin January or February, so the forecast was conservative for the first quarter of the current consolidated fiscal year. In fact,
the number of new infections started to decline in mid-January. Although the business environment for restaurants, which are
the Company Group's major customers, remains difficult, net sales to restaurants are on a recovery trend because various
measures are being taken, including resumption of outdoor eating and drinking, resumption of eating and drinking insiderestaurants with reservations, and easing of capacity requirements for eating and drinking inside restaurants, etc. Also, sales
to grocery stores continue to be robust. In addition to efforts for existing businesses, promotion of sales to non-Asian grocery
stores and expansion of e-commerce also contributed to net sales. In March, average sales per day to restaurants and grocery
stores overall recovered to the level of 2019 prior to the COVID-19 pandemic. On the other hand, a delay in the arrival ofgoods due to a global shortage of containers and turbulence in logistics resulted in opportunity losses due to stockouts andincreased transportation costs.
Net sales for the first quarter of the current consolidated fiscal year decreased slightly year-on-year because sales in January
and February in the same period of the previous year were very robust and the impact of the COVID-19 pandemic on sales
throughout the previous year was minimal despite the effects of COVID-19, which began to be felt in late March. Income in
the first quarter of the current consolidated fiscal year significantly increased not only due to no additional provision ofallowance for doubtful accounts in the current fiscal year, which was recorded in the same period of the previous year, in–2–

Nishimoto Co., Ltd. (9260) - Consolidated Financial Results for the First Quarter of the Fiscal Year Ending December 31, 2021

consideration of the impact of the COVID-19 pandemic during and after the second quarter, but also due to a reduction inpersonnel expenses thanks to the successful pricing policy and efficient management of drivers and warehouse staff.
With regard to regions outside of North America, both net sales and income made steady progress in the Asia and Oceania
region, which has made progress overcoming the impact of the COVID-19 pandemic. In the European region, the regulatorylevel has not been lowered, and restaurants are forced to continue to conduct limited operations, so recovery is delayed. In
contrast, in the UK, where vaccination has been relatively successful, the regulatory level is planned to be lowered by meansof reservations, so there are some positive signs. Both net sales and income increased compared to the same period of theprevious year because COMPTOIRS DES 3 CAPS, which had been a French corporation and an equity method affiliate, wasmade into a consolidated subsidiary in July 2020.
(ii) Agricultural & Seafood Products Trading BusinessIn the Agricultural & Seafood Products Trading Business, for the first quarter of the current consolidated fiscal year, theCompany had net sales of 10,262 million yen (4.3% decrease year-on-year) and operating losses of 57 million yen (operating
income of 24 million yen in the same period of the previous year).
With regard to perishable fruits and vegetables, under the declaration of a state of emergency, industrial demand declined
due to operating regulations for the restaurant industry and domestically produced citrus fruits were plentiful, so sales ofimported citrus fruits as a whole were slow, resulting in price drops and quality deterioration due to long-term inventory. For
this reason, sales at significantly reduced prices were unavoidable until February, resulting in sales losses. In March,normalization of inventory levels and price increases worked well to establish a structure to improve cash flows starting fromthe second quarter.
As for frozen food items, distribution routes to manufacturers and retailers have made relatively steady progress. Although
distribution routes to the restaurant industry still face difficulties, shipping speed increased in the latter half due to thebuilding up of inventory in anticipation of the lifting of the declaration of the state of emergency.
(iii) Other businesses
In other businesses, for the first quarter of the current consolidated fiscal year, the Company had net sales of 1,000 million
yen (17.5% decrease year-on-year) and operating income of 62 million yen (38.7% decrease year-on year).
During the Valentine's Day and White Day sales season in the first quarter of the current consolidated fiscal year, when sales
are customarily expected to increase significantly, the Company, under the declaration of the state of emergency, madeefforts to ensure profit by reducing purchases according to the plan, reducing the number of temporary salespersons, andmaking use of e-commerce amid the expectation of an adverse environment, such as a reduction in the scale of events heldby department stores. The existing imported food and supplement business was steady, but this was not enough tocompensate for the decrease in sales during the Valentine's sales season.

(2) Explanation of financial position(Assets)
Total assets as of March 31, 2021 stood at 121,313 million yen, an increase of 7,707 million yen compared to December 31,
2020, and was mainly attributable to the following.
Total current assets as of March 31, 2021 amounted to 104,245 million yen, an increase of 6,124 million yen compared to
December 31, 2020. The increase in total current assets was due to an increase of 3,630 million yen in inventories, anincrease of 1,313 million yen in cash and deposits, and an increase of 875 million yen in notes and accounts receivable—
trade.
Total non-current assets as of March 31, 2021, came to 17,067 million yen, an increase of 1,582 million yen compared to
December 31, 2020. The increase in total non-current assets was due to an increase of 825 million yen in goodwill and anincrease of 754 million yen in buildings and structures, net.
(Liabilities)
Total liabilities as of March 31, 2021 stood at 67,051 million yen, an increase of 4,287 million yen compared to December
31, 2020, and was mainly attributable to the following.
Total current liabilities as of March 31, 2021, amounted to 26,125 million yen, an increase of 4,632 million yen compared to
December 31, 2020. The increase in total current liabilities was due to an increase of 3,198 million yen in the current portionof long-term loans payable, an increase of 836 million yen in notes and accounts payable—trade, and an increase of 290
million yen in accounts payable—other.
Total non-current liabilities as of March 31, 2021 was 40,925 million yen (a decrease of 344 million yen compared to
December 31, 2020). The decrease in total non-current liabilities was due to a decrease of 446 million yen in long-term loans
payable, despite an increase of 63 million yen in other non-current liabilities including derivative obligations, etc.
–3–

Nishimoto Co., Ltd. (9260) - Consolidated Financial Results for the First Quarter of the Fiscal Year Ending December 31, 2021

(Net assets)
Total net assets as of December 31, 2021 amounted to 54,262 million yen, an increase of 3,419 million yen compared to
December 31, 2020. The increase in total net assets was mainly due to an increase of 2,750 million yen in foreign currencytranslation adjustment and an increase of 617 million yen in retained earnings.

(3) Explanation of future forecasts such as consolidated financial results forecasts
Forecasts of financial results for the fiscal year ending December 31, 2021 are described in the Consolidated Financial Results
for the Fiscal Year Ended December 31, 2020 (Japanese GAAP) announced on February 12, 2021. The forecasts remainunchanged.

–4–Nishimoto Co., Ltd. (9260) - Consolidated Financial Results for the First Quarter of the Fiscal Year Ending December 31, 2021

2. Quarterly consolidated financial statements and major notes(1) Quarterly 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
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
Total property, plant and equipment
Intangible assets
Goodwill
Software
Software in progress
Customer-related assets
Other
Total intangible assets
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–5–(Millions of yen)First quarter of FY 2021
(As of March 31, 2021)

52,71818,51025,223
2,196(527)
98,12154,031
19,38528,8532,503(528)
104,245

2,408
458
407
779
520
4,573

3,163
465
413
789
204
5,035

4,187
330
438
3,877
57
8,891

5,013
330
599
3,873
57
9,874

288
843
791
161
(63)
2,020
15,485
113,606

313
846
900
164
(67)
2,158
17,067
121,313

Nishimoto Co., Ltd. (9260) - Consolidated Financial Results for the First Quarter of the Fiscal Year Ending December 31, 2021

FY 2020(As of December 31, 2020)(Millions of yen)First quarter of FY 2021
(As of March 31, 2021)

10,930
3,513
371
290
2,445
383
823
88
11
2,635
21,493

11,767
3,511
3,569
292
2,735
527
872
87
10
2,750
26,12536,267
486
1,059
35
645
1,731
1,043
41,27062,76335,821
495
1,019
62
671
1,747
1,106
40,92567,051

2,646
6,531
43,339(0)52,5172,646
6,531
43,957(0)53,1341
0(2,045)(18)(2,062)387
50,842
113,606

8
36
704
(17)
731
395
54,262
121,313

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 directors' retirement benefits
Net defined benefit liability
Other
Total non-current liabilities
Total liabilities
Net assets
Shareholders' equity
Capital stock
Capital surplus
Retained earnings
Treasury shares
Total shareholders' equity
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 accumulated other comprehensive income
Non-controlling interests
Total net assets
Total liabilities and net assets–6–

Nishimoto Co., Ltd. (9260) - Consolidated Financial Results for the First Quarter of the Fiscal Year Ending December 31, 2021

(2) Quarterly consolidated statements of income and comprehensive income
Quarterly consolidated statement of income
First three months ended March 31, 2021

Net sales
Cost of sales

43,05835,135(Millions of yen)First three months of FY 2021
(January 1, 2021
to March 31, 2021)
44,611
36,066Gross profit

7,923

8,545

Selling, general and administrative expenses
Operating income

7,918
5

7,423
1,122

41

14

7

1

16
—

3
110

Reversal of allowance for doubtful accounts
Other

1
8

1
9

Total non-operating income

75

139

First three months of FY 2020
(January 1, 2020
to March 31, 2020)

Non-operating income
Interest and dividend income
Share of profit of entities accounted for using equity
methodInsurance benefits received
Foreign exchange gains

Non-operating expenses
Interest expenses

31

86

318
—
1

—
3
4

Total non-operating expenses
Ordinary income or loss

350
(270)

95
1,167

Extraordinary income
Marginal gain for gradual acquisition

325—

Total extraordinary income
Extraordinary losses

325—

Total extraordinary losses
Profit before income taxes

—
55

—
1,167

Income taxes—current
Income taxes—deferred
Total income taxes

72
(130)
(58)

425
(172)
252

Net income
Profit attributable to non-controlling interests

113
—

914
9

Profit attributable to owners of parent

113

904

Foreign exchange losses
Provision of allowance for doubtful accounts
Other

–7–

Nishimoto Co., Ltd. (9260) - Consolidated Financial Results for the First Quarter of the Fiscal Year Ending December 31, 2021

Quarterly consolidated statement of comprehensive income
First three months ended March 31, 2021

113

(Millions of yen)First three months of FY 2021
(January 1, 2021
to March 31, 2021)
914

(6)
(8)

7
36

(651)
0

2,734
0

(23)

13

(690)
(576)

2,792
3,706

(576)

3,698

—

7

First three months of FY 2020
(January 1, 2020
to March 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–8–

Nishimoto Co., Ltd. (9260) - Consolidated Financial Results for the First Quarter of the Fiscal Year Ending December 31, 2021

(3) Notes to the quarterly consolidated financial statements(Notes to assumption of going concern)
No relevant items.
(Notes on significant changes in shareholders' equity)
No relevant items.
(Application of accounting treatment specific to the preparation of quarterly consolidated financial statements)
Calculation of tax expenses
The tax expenses of some of non-Japan consolidated subsidiaries were calculated by multiplying net income before taxes by aneffective tax rate, which was estimated as the rate after the application of tax effect accounting to net income before taxes forthe fiscal year including the first quarter of the fiscal year.
(Additional information)
Accounting estimates associated with the novel coronavirus pandemic
There have been no significant changes in the assumptions regarding the impact of the COVID-19 pandemic, which were
described under Additional information—Accounting estimate associated with the novel coronavirus pandemic in theConsolidated Financial Results for the Fiscal Year Ended December 31, 2020.

–9–

Nishimoto Co., Ltd. (9260) - Consolidated Financial Results for the First Quarter of the Fiscal Year Ending December 31, 2021

(Segment information)
First three months of the fiscal year (from January 1, 2020 to March 31, 2020)
1.

Information related to net sales and profits/losses by reporting segment(Millions of yen)Amounts recordedin the quarterly
consolidated
statement of income(Note 2)

Reporting segment
Agricultural &Asian Food
Seafood Products Other business
Global BusinessTrading BusinessNet sales
Sales to external customers

Adjustment(Note 1)

Total

31,126

10,7191,212

43,058–Intersegment sales or transfers

3,883

0

–

3,883

(3,883)–

Total

35,00965

10,719
24

1,212
101

46,942
191(3,883)(186)

43,0585

Segment profit

43,058(Note) 1. "Adjustment" for segment profit in the amount of (186) million yen includes (1,403) million yen for elimination ofintersegment transactions and 1,217 million yen for company profit/loss not allotted to reporting segments (netcompany profits and net company expenses). Company profits consist mainly of dividend income from reporting
segments, and company expenses mainly comprise general and administrative expenses not attributed to reporting
segments.
2. The segment profit is reconciled with the operating income on the Quarterly Consolidated Statement of Income.
2.

Information related to impairment loss of non-current assets and goodwill by reporting segment(Material fluctuation in goodwill)In the Asian Food Global Business segment, shares of SSP Konsumgüter TRADE & CONSULT GmbH, an equity method
affiliate, were additionally acquired, and the company was made into a consolidated subsidiary. The increase in goodwill
attributable to this event was 2,794 million yen in the first quarter of the previous consolidated fiscal year.
The goodwill is a provisionally calculated amount because the acquisition cost had not been fully distributed at the end of thefirst quarter of the previous consolidated fiscal year.

First three months of the fiscal year (from January 1, 2021 to March 31, 2021)
1.

Information related to net sales and profits/losses by reporting segment(Millions of yen)Amounts recordedin the quarterly
consolidated
statement of income(Note 2)

Reporting segment
Agricultural &Asian Food
Seafood Products Other business
Global BusinessTrading BusinessNet sales
Sales to external customers
Intersegment sales or transfers
Total
Segment profit/loss

Adjustment(Note 1)

Total

33,348

10,262

1,000

44,611

–

2,329

0

–

2,329

(2,329)–35,677
1,248

10,262
(57)

1,000
62

46,9401,253(2,329)(131)

44,611
1,122

44,611(Note) 1. "Adjustment" for segment profit or loss in the amount of (131) million yen includes (119) million yen for eliminationof intersegment transactions and (11) million yen for company profit/loss not allotted to reporting segments (netcompany profits and net company expenses). Company profits consist mainly of dividend income from reporting
segments, and company expenses mainly comprise general and administrative expenses not attributed to reporting
segments.
2. The segment profit or loss is reconciled with the operating income on the Quarterly Consolidated Statement of Income.
2.

Information related to impairment loss of non-current assets and goodwill by reporting segment(Material fluctuation in goodwill)In the Asian Food Global Business segment, 100% of shares of Interlock Investments Limited was acquired, and the company
was made into a consolidated subsidiary. The increase in goodwill attributable to this event is 828 million yen in thisconsolidated cumulative first quarter.
The goodwill is an amount calculated provisionally because the acquisition cost is not fully distributed in this consolidated
financial first quarter.
– 10 –

Nishimoto Co., Ltd. (9260) - Consolidated Financial Results for the First Quarter of the Fiscal Year Ending December 31, 2021

(Business combination and other relationships)(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 platform inregions 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 acquired shares of Interlock for cash.
(2) Period associated with the business results of the acquired company included in the quarterly consolidated statement of income
relating to the quarterly consolidated cumulative period
The deemed acquisition date of the acquired company is January 31, 2021, and only balance sheets were consolidated
because the difference in the closing dates of quarterly consolidation between the Company and the acquired company does
not exceed three months. Therefore, the first quarter consolidated statement of income for the current fiscal year does notinclude the financial results of the acquired company.
(3) Acquisition cost of the acquired company and breakdown
Consideration for acquisition: Cash

1,196 million yen

Acquisition cost

1,196 million yen– 11 –

Nishimoto Co., Ltd. (9260) - Consolidated Financial Results for the First Quarter of the Fiscal Year Ending December 31, 2021

(4) Goodwill, reason for recognizing goodwill, amortization method and amortization period(i) Goodwill accrued
828 million yen
The above is a provisional amount.
(ii) Cause of occurrence
The amount reflects the future excess earning power expected from the future business development and the synergy of
the Company Group and the acquired company(iii) Depreciation method and period
Straight-line method for 10 years– 12 –