EX-1 3 k00599exv1.htm EX-1 CONDENSED FINANCIAL STATEMENTS (U.S. GAAP) EX-1 CONDENSED FINANCIAL STATEMENTS (U.S. GAAP)
 

Exhibit 1

U.S. GAAP

February 5, 2004

Condensed Statements of Consolidated Financial Results
For the Nine Months Ended December 31, 2003

     
Company Name:   NISSIN CO., LTD.
(URL: http://www.nissin-f.co.jp/)
     
Stock Exchange Listings:   Tokyo Stock Exchange, First Section (Code: 8571)
New York Stock Exchange (Trading Symbol: NIS)
     
Location of Head Office:   Tokyo and Ehime
     
President:   Kunihiko Sakioka,
Representative Director
     
Inquiries:   Hitoshi Higaki,
Managing Director
(Tel: +81-3-3348-2424)
     
Applications of different accounting principles from those used in the previous fiscal year:   None
     
Application of GAAP:   U.S. GAAP

1


 

U.S. GAAP

Summary of Consolidated Financial Results for the Nine Months Ended December 31, 2002 and 2003, and for the Year Ended March 31, 2003

1. Consolidated Operating Results

                                                 
    Millions of Yen Except Percentages
   
    Nine Months Ended December 31,   Year Ended March 31,
   
 
    2002   Change   2003   Change   2003   Change

Gross revenue
  ¥ 30,035       21.68 %   ¥ 30,180       0.48 %   ¥ 40,080       19.47 %
Income before income taxes
    7,040       20.98       7,940       12.78       9,100       5.79  
Net income
    3,927       20.91       4,516       15.00       5,176       7.81  
                           
      Yen
     
      Nine Months Ended December 31,   Year Ended March 31,
     
 
      2002   2003   2003

Net income per share:
                       
 
Basic
    ¥ 30.32       ¥ 36.15       ¥ 40.15  
 
Diluted
    28.12       33.36       37.24  
         
Notes:   (1)   Net income from equity-method affiliates was ¥5 million for the nine months ended December 31, 2002, and net losses from equity-method affiliates were ¥120 million for the nine months ended December 31, 2003 and ¥17 million for the year ended March 31, 2003.
    (2)   The weighted-average numbers of outstanding shares were 129,541,290 shares for the nine months ended December 31, 2002, 124,915,587 shares for the nine months ended December 31, 2003 and 128,920,040 shares for the year ended March 31, 2003.
    (3)   On May 20, 2003, NISSIN completed a two-for-one stock split. All share information disclosed above has been retroactively adjusted to reflect the stock split.
    (4)   The percentages indicated in the rows for gross revenue, income before income taxes and net income represent the rates of increase from the respective figures for the corresponding period of the previous year.

2. Consolidated Balance Sheets Highlights

                         
    Millions of Yen Except Per Share Data and Percentages
   
    December 31,   March 31,
   
 
    2002   2003   2003

Total assets
  ¥ 204,835     ¥ 200,781     ¥ 206,574  
Shareholders’ equity
    45,183       49,720       45,597  
Shareholders’ equity per share (Yen)
    351.63       402.63       360.57  
Ratio of shareholders’ equity to total assets (%)
    22.06 %     24.76 %     22.07 %
         
Notes:   (1)   There were 128,494,540 outstanding shares on December 31, 2002, 123,488,016 outstanding shares on December 31, 2003 and 126,459,540 outstanding shares on March 31, 2003.
    (2)   On May 20, 2003, NISSIN completed a two-for-one stock split. All share information disclosed above has been retroactively adjusted to reflect the stock split.

3. Consolidated Cash Flows

                         
    Millions of Yen
   
    Nine Months Ended December 31,   Year Ended March 31,
   
 
    2002   2003   2003

Net cash provided by operating activities
  ¥ 15,263     ¥ 14,899     ¥ 21,315  
Net cash used in investing activities
    (28,313 )     (7,853 )     (36,658 )
Net cash provided by (used in) financing activities
    19,772       (11,217 )     21,839  
Cash and cash equivalents at end of period
    23,838       19,441       23,612  

2


 

U.S. GAAP

4. Scope of Consolidation and Application of the Equity Method

     
Consolidated subsidiaries:   6 companies
Non-consolidated subsidiaries accounted for under the equity method:   None
Affiliates accounted for under the equity method:   3 companies

5. Change in the Scope of Consolidation and Application of the Equity Method

     
Newly consolidated subsidiaries:   3 companies
Formerly consolidated subsidiaries:   None
Affiliates newly accounted for under the equity method:   None
Affiliates formerly accounted for under the equity method:   2 companies

3


 

U.S. GAAP

CONSOLIDATED FINANCIAL STATEMENTS

1. CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

     (1) Results for the Three Months Ended December 31, 2002 and 2003

                                     
                                Thousands of
                                U.S. Dollars
        Millions of Yen   (Note 1)
       
 
        Three Months Ended   Three Months Ended
        December 31,   December 31,
       
 
        2002   2003   Change   2003

Interest income:
                               
 
Loans
  ¥ 9,856     ¥ 9,444     ¥ (412 )   $ 88,155  
 
Other
    176       527       351       4,919  
   
   
Total interest income
    10,032       9,971       (61 )     93,074  
Interest expense:
                               
 
Borrowings
    981       904       (77 )     8,439  
 
Other
    19       31       12       289  
   
   
Total interest expense
    1,000       935       (65 )     8,728  

   
Net interest income
    9,032       9,036       4       84,346  
 
Provision for loan losses
    2,766       3,320       554       30,990  

   
Net interest income after provision for loan losses
    6,266       5,716       (550 )     53,356  
 
Non-interest income (loss):
                               
 
(Losses) gain on investment securities, net
    (428 )     48       476       448  
 
Gain on sale of a subsidiary
    334             (334 )      
 
Commission income
    456             (456 )      
 
Guarantee fees received, net
    36       60       24       560  
 
Equity income (losses) in affiliates
    4       (47 )     (51 )     (439 )
 
Rents, dividends and other
    160       74       (86 )     691  
   
   
Total non-interest income
    562       135       (427 )     1,260  
Non-interest expense:
                               
 
Salaries and employee benefits
    1,596       1,752       156       16,354  
 
Occupancy, furniture and equipment
    507       523       16       4,882  
 
Advertising
    99       31       (68 )     289  
 
Other general and administrative expenses
    1,352       817       (535 )     7,626  
 
Losses on sale and impairment of long-lived assets, net
    19       1       (18 )     9  
 
Impairment of investment in affiliates
    286             (286 )      
 
Other
    82       6       (76 )     57  
 
Minority interests
    (19 )     2       21       19  
   
   
Total non-interest expense
    3,922       3,132       (790 )     29,236  

Income before income taxes
    2,906       2,719       (187 )     25,380  

Income taxes
    1,287       1,173       (114 )     10,949  

Net income
  ¥ 1,619     ¥ 1,546     ¥ (73 )   $ 14,431  

                                 
                            U.S. Dollars
            Yen   (Note 1)
           
 
Per share data           2002   2003   2003

         
 
 
    Net income   - basic   ¥ 12.53     ¥ 12.52     $ 0.12  
    - diluted     11.57       11.53       0.11  
                         
    Thousands of Shares   Thousands of Shares
   
 
Weighted average shares outstanding   2002   2003   2003

 
 
 
    Basic
    129,212       123,488       123,488  
    Diluted
    141,950       136,227       136,227  

See accompanying summary of significant accounting polices and other notes to consolidated financial statements

4


 

U.S. GAAP

     (2) Results for the Nine Months Ended December 31, 2002 and 2003

                                     
                                Thousands of
                                U.S. Dollars
        Millions of Yen   (Note 1)
       
 
        Nine Months Ended   Nine Months Ended
        December 31,   December 31,
       
 
        2002   2003   Change   2003

Interest income:
                               
 
Loans
  ¥ 28,738     ¥ 28,862     ¥ 124     $ 269,411  
 
Other
    362       1,344       982       12,546  
   
   
Total interest income
    29,100       30,206       1,106       281,957  
Interest expense:
                               
 
Borrowings
    2,941       2,779       (162 )     25,940  
 
Other
    43       79       36       737  
   
   
Total interest expense
    2,984       2,858       (126 )     26,677  

   
Net interest income
    26,116       27,348       1,232       255,280  
 
Provision for loan losses
    9,131       10,123       992       94,493  

   
Net interest income after provision for loan losses
    16,985       17,225       240       160,787  
 
Non-interest income (loss):
                               
 
Losses on investment securities, net
    (744 )     (248 )     496       (2,315 )
 
Gain on sale of a subsidiary
    334             (334 )      
 
Gain on sale of an affiliate
          17       17       159  
 
Commission income
    1,075             (1,075 )      
 
Guarantee fees received, net
    3       132       129       1,232  
 
Equity income (losses) in affiliates
    5       (120 )     (125 )     (1,120 )
 
Rents, dividends and other
    262       193       (69 )     1,802  
   
   
Total non-interest income (loss)
    935       (26 )     (961 )     (242 )
Non-interest expense:
                               
 
Salaries and employee benefits
    4,653       5,094       441       47,550  
 
Occupancy, furniture and equipment
    1,636       1,529       (107 )     14,272  
 
Advertising
    374       99       (275 )     924  
 
Other general and administrative expenses
    3,468       2,577       (891 )     24,055  
 
Losses (gain) on sale and impairment of long-lived assets, net
    114       (78 )     (192 )     (728 )
 
Impairment of investment in affiliates
    465             (465 )      
 
Other
    118       36       (82 )     338  
 
Minority interests
    52       2       (50 )     19  
   
   
Total non-interest expense
    10,880       9,259       (1,621 )     86,430  

Income before income taxes
    7,040       7,940       900       74,115  

Income taxes
    3,113       3,424       311       31,961  

Net income
  ¥ 3,927     ¥ 4,516     ¥ 589     $ 42,154  

                                 
                            U.S. Dollars
            Yen   (Note 1)
           
 
Per share data           2002   2003   2003

         
 
 
    Net income   - basic   ¥ 30.32     ¥ 36.15     $ 0.34  
    - diluted     28.12       33.36       0.31  
                         
    Thousands of Shares   Thousands of Shares
   
 
Weighted average shares outstanding   2002   2003   2003

 
 
 
    Basic
    129,541       124,916       124,916  
    Diluted
    142,280       137,655       137,655  

See accompanying summary of significant accounting polices and other notes to consolidated financial statements

5


 

U.S. GAAP

2. CONSOLIDATED BALANCE SHEETS

                             
                        Thousands of
                        U.S. Dollars
        Millions of Yen   (Note 1)
       
 
        March 31, 2003   December 31, 2003   December 31, 2003
       
 
 
        (Audited)   (Unaudited)   (Unaudited)

ASSETS
                       
Cash and cash equivalents
  ¥ 23,612     ¥ 19,441     $ 181,471  
Deposit of restricted cash in bank
    223       190       1,774  
Loans receivable, net
    166,977       161,073       1,503,528  
Purchased loans receivable, net
    2,946       4,307       40,203  
Interest receivable
    1,177       1,087       10,147  
Investment securities
    2,234       6,707       62,606  
Property and equipment:
                       
 
Land
    947       947       8,840  
 
Buildings and structures
    1,074       1,078       10,063  
 
Equipment and software
    4,318       5,038       47,027  
   
 
    6,339       7,063       65,930  
   
Accumulated depreciation and amortization
    (2,223 )     (2,358 )     (22,011 )
   
 
    4,116       4,705       43,919  
Investment in affiliates
    742       342       3,192  
Deferred income taxes
    2,184       961       8,970  
Other assets
    2,363       1,968       18,371  

   
Total assets
  ¥ 206,574     ¥ 200,781     $ 1,874,181  

 

LIABILITIES AND SHAREHOLDERS’ EQUITY
                       
Short-term borrowings
  ¥ 5,600     ¥ 5,800     $ 54,140  
Accrued income taxes
    2,925       972       9,073  
Accrued expenses
    521       473       4,415  
Long-term borrowings
    148,595       139,911       1,305,993  
Capital lease obligations
    1,914       2,048       19,117  
Accrued retirement benefits
    336       334       3,118  
Other liabilities
    1,086       1,511       14,104  

   
Total liabilities
    160,977       151,049       1,409,960  
 
Minority interests
          12       112  
 
Commitments and contingencies (Note 10)
                       
 
Shareholders’ equity:
                       
 
Common stock
    6,611       6,611       61,710  
 
Additional paid-in capital
    8,462       8,458       78,951  
 
Retained earnings
    33,275       36,790       343,414  
 
Cumulative other comprehensive income
    70       1,875       17,502  
 
Less treasury stock, at cost
    (2,821 )     (4,014 )     (37,468 )

   
Total shareholders’ equity
    45,597       49,720       464,109  

   
Total liabilities and shareholders’ equity
  ¥ 206,574     ¥ 200,781     $ 1,874,181  

See accompanying summary of significant accounting polices and other notes to consolidated financial statements

6


 

U.S. GAAP

3. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                             
                        Thousands of
                        U.S. Dollars
        Millions of Yen   (Note 1)
       
 
        Nine Months Ended   Nine Months Ended
        December 31,   December 31,
       
 
        2002   2003   2003

Operating Activities
                       
 
Net income
  ¥ 3,927     ¥ 4,516     $ 42,154  
 
Adjustments to reconcile net income to net cash provided by operating activities:
                       
 
Depreciation and amortization
    790       656       6,123  
 
Amortization of debt issuance costs
    187       201       1,876  
 
Amortization of loan origination costs
    522       623       5,815  
 
Amortization of cap option premium
    1              
 
Losses on sale and impairment of long-lived assets, net
    114       (78 )     (728 )
 
Provision for loan losses
    9,131       10,123       94,493  
 
Losses on investment securities, net
    744       248       2,315  
 
Equity (income) losses in affiliates
    (6 )     120       1,120  
 
Impairment of investment in affiliates
    465              
 
Gain on sale of a subsidiary
    (334 )            
 
Gain on sale of affiliates
          (17 )     (159 )
 
Minority interests
    52       2       19  
 
Changes in assets and liabilities:
                       
   
Interest receivable
    (49 )     90       840  
   
Accrued expenses and income taxes
    (1,392 )     (2,001 )     (18,678 )
   
Other liabilities
    1,111       416       3,884  

Net cash provided by operating activities
    15,263       14,899       139,074  

Investing Activities
                       
 
Cash used for loan originations, net of principal collections
    (25,452 )     (4,612 )     (43,050 )
 
Purchases of distressed loans, net of principal collections
    (908 )     (1,591 )     (14,851 )
 
Purchases of investment securities
    (306 )     (2,641 )     (24,652 )
 
Proceeds from sale of investment securities
    841       1,251       11,677  
 
Investment in affiliated company
    (535 )            
 
Purchases of property and equipment
    (819 )     (596 )     (5,563 )
 
Proceeds from sales of property and equipment
    34       365       3,407  
 
Cash decrease upon sale of a subsidiary
    (144 )            
 
Minority interest
    (3 )            
 
Changes in other assets
    (1,021 )     (29 )     (271 )

Net cash used in investing activities
    (28,313 )     (7,853 )     (73,303 )

Financing Activities
                       
 
Proceeds from short-term borrowings
    9,145       11,550       107,813  
 
Repayment of short-term borrowings
    (4,990 )     (11,350 )     (105,946 )
 
Proceeds from long-term borrowings
    63,968       38,318       357,678  
 
Repayment of long-term borrowings
    (45,306 )     (47,002 )     (438,738 )
 
Deferred debt issuance costs
    171       (9 )     (84 )
 
Restricted deposit
          33       308  
 
Payment of capital lease obligations
    (762 )     (569 )     (5,311 )
 
Repurchases of stock warrants
    (5 )     (5 )     (47 )
 
Purchases of treasury stock, net
    (1,616 )     (1,192 )     (11,127 )
 
Dividends paid
    (833 )     (1,001 )     (9,344 )
 
Proceeds from minority shareholders’ payments
          10       93  

Net cash provided by (used in) financing activities
    19,772       (11,217 )     (104,705 )

Net increase (decrease) in cash and cash equivalents
    6,722       (4,171 )     (38,934 )
Cash and cash equivalents at beginning of period
    17,116       23,612       220,405  

Cash and cash equivalents at end of period
  ¥ 23,838     ¥ 19,441     $ 181,471  

See accompanying summary of significant accounting polices and other notes to consolidated financial statements

7


 

U.S. GAAP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BUSINESS ORGANIZATION AND BASIS OF PRESENTATION

NISSIN CO., LTD. (“NISSIN”) was incorporated in 1960 in Ehime Prefecture, western Japan, and has expanded nationwide. NISSIN and its subsidiaries operate only in Japan. NISSIN currently maintains head offices in Tokyo and in the City of Matsuyama, Ehime Prefecture, Japan. Because of its concentration on lending and funding in Japan, NISSIN is exposed to negative changes in the Japanese economy and stability of its borrowing base in Japan.

NISSIN is a non-bank financial institution specializing in providing loan products to individuals, including consumers, small business owners and sole proprietors. NISSIN distributes the following products by using a variety of channels:

Consumer loans: Unsecured revolving loans to consumers at fixed interest rates, payable monthly in arrears.

Wide loans: Debt-consolidation loans for consumers who already have a high level of outstanding debt with several consumer finance lenders. The borrower must supply one or more guarantors with a separate income source. These loans are payable monthly in arrears at fixed interest rates.

Small business owner loans: Designed for small business owners. The small business owner loan is an unsecured loan that, in NISSIN’s case, requires one or more guarantees from third-party individuals with an income source separate from the customer. It can be used without any restrictions to repay existing loans or to obtain working capital. These loans are payable monthly in arrears at fixed interest rates.

Business Timely loans: Unsecured revolving loans designed for small business owners. Business Timely loans are marketed to more creditworthy owners of businesses and sole proprietors and do not require a guarantor. These loans are payable monthly in arrears at fixed interest rates.

On April 25, 2003, NISSIN invested ¥10 million ($93 thousand) to establish Nissin Insurance Co., Ltd., a wholly-owned subsidiary, to operate as an agent for major life or non-life insurance companies in Japan.

On September 8, 2003, NISSIN invested ¥29 million ($271 thousand) to establish NIS Real Estate Co., Ltd., a 95% owned subsidiary, to act as an agent for company housing management.

On November 10, 2003, NISSIN invested ¥50 million ($467 thousand) to establish NIS Lease Co., Ltd. which is a wholly-owned subsidiary. NIS Lease Co., Ltd. plans to acquire equipment and related assets for lease and plans to commence leasing operations in Japan in early 2004.

The consolidated financial statements include the accounts of NISSIN and its majority-owned subsidiaries, Nissin Servicer Co., Ltd., Big Apple Co., Ltd., Nissin Credit Guarantee Co., Ltd., Nissin Insurance Co., Ltd., NIS Real Estate Co., Ltd. and NIS Lease Co., Ltd. (collectively, the “Company”). All significant intercompany accounts, transactions and profits and losses have been eliminated in consolidation.

The Company maintains its records in accordance with accounting principles generally accepted in Japan (“Japanese GAAP”). Certain adjustments and reclassifications have been made in the accompanying consolidated financial statements to conform with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These adjustments were not recorded in the statutory Japanese GAAP books of account.

The consolidated financial statements are stated in Japanese yen. The translations of the Japanese yen amounts into U.S. dollars are included solely for the convenience of the readers, using the prevailing exchange rate on December 31, 2003, which was ¥107.13 to $1.00. The convenience translations should not be construed as representations that the Japanese yen amounts have been, could have been, or could in the future be, converted into U.S. dollars at this or any other rate of exchange.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information. Accordingly, the Company does not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of the results for the interim period presented have been included. The notes to the financial statements as of and for the year ended March 31, 2003 contained in NISSIN’s Annual Report on Form 20-F should be read in conjunction with these condensed consolidated financial statements.

8


 

U.S. GAAP

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. These estimates are based on information available as of the date of the condensed consolidated financial statements. In particular, significant estimates are made regarding the Company’s allowance for loan losses. Actual results could differ from estimates, resulting in material charges to income.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Interest Income from Loans Receivable and Loan Origination Costs

Interest income from loans except for purchased loans is recognized on an accrual basis based on the principal amount outstanding. In Japan, the maximum interest rates are set by law at two general levels: an absolute maximum rate (legal limit) and a lower interest rate based on the principal amount of the loan (restricted rate). The Company may charge interest rates in excess of the restricted rate as long as it meets the specified requirements. The Company’s contractual loan interest rates do not exceed the legal limit. However, the Company’s contractual loan interest rates, as is customary in the consumer finance industry in Japan, normally exceed the restricted rate. Borrowers have a right to refuse to pay interest in excess of the restricted rate, and the Company cannot legally require borrowers to pay the excess interest. However, once a borrower has paid interest in excess of the restricted rate, and provided the Company has complied with the specified legal documentation and notification procedures, the Company has no legal or contractual obligation to refund or otherwise reimburse the excess interest payments.

The Company recognizes accrued interest income on loans receivable outstanding as of the balance sheet date at the lower of the restricted rate or the contractual interest rate. Contractual interest in excess of the restricted rate is recognized as interest income when collected, provided there are no remaining legal obligations to refund this excess portion. Accrual of interest income is suspended when loan principal is charged-off or is wholly or partially reserved. The accrued interest portion of a charged-off loan balance is deducted from the current period interest income and the principal amount is charged-off against the allowance for loan losses.

The Company capitalizes direct origination costs and defers fees on successful loan originations. Loan origination costs, net of loan origination fees, are deferred and amortized over the contractual life of loans, which averages approximately forty-four months.

(b) Loans Receivable and Allowance for Loan Losses

Loans receivable are reported at the principal amount less an allowance for loan losses. The allowance for loan losses is maintained at a level that, in management’s judgment, is adequate to provide for estimated probable uncollectible loan losses from known and inherent risks in the Company’s loan portfolios. Increases to the allowance are made by charges to the provision for loans receivable. Recoveries of previously charged-off amounts are credited to the allowance. Allowances are reviewed both on an individual loan and portfolio basis. In evaluating the adequacy of the allowance, management considers various factors, including current economic conditions, such as unemployment and bankruptcy rates, and historical loss experience. Restructured loans include any loans which are restructured for interest, principal or term. Allowances for restructured loans are based on collection history or legal classification of the borrowers.

The Company’s policy is generally to charge off loan balances and cease accrual of interest as follows:

Consumer loans and Business Timely loans: When a loan’s contractual payment becomes 67 days delinquent or upon other events such as bankruptcy of the borrower.

Small business owner loans and Wide loans: When the Company believes the likelihood of any future collection is minimal. Events triggering charge-offs include bankruptcy of both the borrower and guarantor. In the case that loans are restructured, the Company charges off the amount of the recorded loan balance less the restructured loan balance. Interest accrual is terminated at the earlier of the date when contractual payments are 97 days delinquent or the date when all or a part of loan principal is deemed uncollectible.

9


 

U.S. GAAP

Secured loans: When the Company believes the likelihood of any future collection is minimal. The Company considers the availability and value of collateral in determining the level of charge-off. Interest accrual is terminated at the earlier of the date when contractual payments are 97 days delinquent or the date when all or a part of loan principal is deemed uncollectible.

(c) Purchased Loans Receivable and Revenue Recognition

Purchased loans are almost loans purchased from third party originators and are reported at purchased cost less an allowance for estimated loan losses. Due to the non-performing status of these loans when initially purchased and lack of history with the borrowers, the Company initially recognizes revenue from these loans using the cost recovery method. Under this method, payments from a borrower are first applied to loan principal. Once the purchased cost is fully recovered, subsequent receipts are recognized as interest income. If the Company determines that it cannot recover its cost, an allowance for the expected uncollectible portion is established. The loan is written-off once the Company deems the loan uncollectible.

However, for those purchased loans for which the Company can reasonably estimate the expected timing and amount of cash flows, the Company uses those expected future cash flows to record the loans receivable and amortize the implied interest into revenue using the level yield method. If the carrying amounts of those loans are greater than the present value of expected future cash flows from those loans, the difference is recorded as an allowance for the uncollectible portion. As of March 31, 2003 and December 31, 2003, approximately ¥257 million and ¥436 million ($4,070 thousand) in book value of loans was accounted for under the level yield interest method, respectively.

(d) Guarantees

In November 2002, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation (“FIN”) No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others,” which clarifies the requirements of Statement of Financial Accounting Standards (“SFAS”) No. 5, “Accounting for Contingencies,” relating to a guarantor’s accounting for and disclosure of certain guarantees issued. FIN No. 45 requires enhanced disclosures for certain guarantees. It also requires certain guarantees that are issued or modified after December 31, 2002, including certain third-party guarantees, to be initially recorded on the balance sheet at fair value. For guarantees issued on or before December 31, 2002, liabilities are recorded when and if payments become probable and estimable. The Company recognized reserves for guarantee losses of ¥9 million and ¥88 million ($821 thousand) at March 31, 2003 and December 31, 2003, respectively.

Additionally, in the normal course of business, the Company may guarantee or indemnify directors and service providers against litigation or claims. These claims are expected to be fully covered by company insurance policies.

(e) Treasury Stock

Treasury stock is recorded at cost. Pursuant to the Commercial Code of Japan (the “Code”), a company may purchase treasury stock with the appropriate shareholder approval, and can retire treasury stock by reducing retained earnings.

(f) Earnings Per Share (“EPS”)

Basic EPS is computed based on the average number of shares of common stock outstanding during each period and diluted EPS assumes the dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock.

On May 20, 2003, NISSIN completed a two-for-one stock split. All share information disclosed has been retroactively adjusted to reflect the stock split.

10


 

U.S. GAAP

3. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In April 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” SFAS No. 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133. In particular, SFAS No. 149 clarifies under what circumstances a contract within an initial net investment meets the characteristic of a derivative and when a derivative contains a financing component that warrants special reporting in the statement of cash flows. SFAS No. 149 is generally effective for contracts entered into or modified after June 30, 2003, and did not to have a material impact on the Company’s consolidated financial statements.

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” SFAS No. 150 establishes standards for how certain financial instruments with characteristics of both liabilities and equity shall be classified and measured. SFAS No. 150 requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). Many of those instruments were previously classified as equity. This statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. For certain financial instruments, the classification and measurement provisions of SFAS No. 150 have been deferred indefinitely. The adoption of SFAS No. 150 did not have a material impact on the Company’s consolidated financial statements.

In January 2003, the FASB issued FIN No. 46, “Consolidation of Variable Interest Entities — an Interpretation of ARB No. 51,” which clarifies the application of Accounting Research Bulletin No. 51, “Consolidated Financial Statements.” More specifically, FIN No. 46 explains how to identify variable interest entities and how to determine whether or not those entities should be consolidated. FIN No. 46 requires the primary beneficiaries of variable interest entities to consolidate the variable interest entities if they are subject to a majority of the risk of loss or are entitled to receive a majority of the residual returns. FIN No. 46 also requires that both the primary beneficiary and all other enterprises with a significant variable interest in a variable interest entity make certain disclosures. FIN No. 46 applies immediately to variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. It applies in the first fiscal year or interim period ending after December 15, 2003, to variable interest entities in which a public enterprise holds a variable interest that it acquired before February 1, 2003. The provisions of FIN No. 46 are not expected to have a material impact on the Company’s consolidated financial statements.

In December 2003, the Accounting Standards Executive Committee issued Statement of Position (“SOP”) 03-3, “Accounting for Certain Loans or Debt Securities Acquired in a Transfer.” The SOP addresses accounting for differences between contractual cash flows and cash flows expected to be collected from an investor’s initial investment in loans or debt securities acquired in a transfer. The SOP is effective for loan acquired in fiscal years beginning after December 15, 2004. The Company is currently assessing the impact of this statement on the Company’s results of operations and financial position but does not expect the adoption of this statement to have a significant impact.

4. LOANS RECEIVABLE

The following is a summary of loans outstanding as of March 31, 2003 and December 31, 2003:

                                 
                            Thousands of
    Millions of Yen   U.S. Dollars
   
 
    March 31, 2003   December 31, 2003   Change   December 31, 2003

Consumer loans
  ¥ 40,938     ¥ 36,436     ¥ (4,502 )   $ 340,110  
Wide loans
    63,993       59,460       (4,533 )     555,027  
Small business owner loans
    53,915       57,381       3,466       535,620  
Business Timely loans
    17,303       17,904       601       167,124  
Secured and other loans
    1,623       1,972       349       18,408  

Total loans outstanding
    177,772       173,153       (4,619 )     1,616,289  
Allowance for loan losses
    (11,827 )     (13,127 )     (1,300 )     (122,534 )
Deferred origination costs
    1,032       1,047       15       9,773  

Balance at end of period
  ¥ 166,977     ¥ 161,073     ¥ (5,904 )   $ 1,503,528  

11


 

U.S. GAAP

5. ALLOWANCE FOR LOAN LOSSES

A summary of changes in the allowance for loan losses for the nine months ended December 31, 2002 and 2003 is as follows:

                                 
                            Thousands of
    Millions of Yen   U.S. Dollars
   
 
    Nine Months Ended December 31,           Nine Months Ended
    2002   2003   Change   December 31, 2003

Balance at beginning of period
  ¥ 8,831     ¥ 11,827     ¥ 2,996     $ 110,399  
Provision for loan losses
    9,075       9,893       818       92,346  
Charge-offs, net of recoveries
    (6,906 )     (8,593 )     (1,687 )     (80,211 )

Balance at end of period
  ¥ 11,000     ¥ 13,127     ¥ 2,127     $ 122,534  

6. INTEREST INCOME

The following is a summary of interest income from loans receivable for the nine months ended December 31, 2002 and 2003:

                                 
                            Thousands of
    Millions of Yen   U.S. Dollars
   
 
    Nine Months Ended December 31,           Nine Months Ended
    2002   2003   Change   December 31, 2003

Consumer loans
  ¥ 8,978     ¥ 7,449     ¥ (1,529 )   $ 69,532  
Wide loans
    9,763       9,875       112       92,178  
Small business owner loans
    6,967       8,592       1,625       80,202  
Business Timely loans
    3,388       3,419       31       31,914  
Secured and other loans
    164       150       (14 )     1,400  

Total interest revenue from loans receivable
    29,260       29,485       225       275,226  
Less: Amortization of loan origination costs
    (522 )     (623 )     (101 )     (5,815 )
Purchased loans and other
    362       1,344       982       12,546  

Total interest income
  ¥ 29,100     ¥ 30,206     ¥ 1,106     $ 281,957  

12


 

U.S. GAAP

7. PURCHASED LOANS RECEIVABLE

Nissin Servicer Co., Ltd. purchases distressed loans from financial institutions and services these loans. As of March 31, 2003 and December 31, 2003, summary of purchased loans is as follows:

                                                         
    Millions of Yen
   
    March 31, 2003
   
                    Collections                
                   
               
    Contract   Purchased                           Allowance   Carrying
    Amount   Amount   Principal   Interest   Charge-offs   Increased   Value

Purchased loans
  ¥ 411,966     ¥ 5,234     ¥ 2,145     ¥ 712     ¥ 12     ¥ 131     ¥ 2,946  

                                                         
    Millions of Yen
   
    December 31, 2003
   
                    Collections                
                   
               
    Contract   Purchased                           Allowance   Carrying
    Amount   Amount   Principal   Interest   Charge-Offs   Increased   Value

Purchased loans
  ¥ 765,513     ¥ 6,343     ¥ 1,806     ¥ 1,343     ¥ 30     ¥ 200     ¥ 4,307  

                                                         
    Thousands of U.S. Dollars
   
    December 31, 2003
   
                    Collections                
    Contract   Purchased  
          Allowance   Carrying
    Amount   Amount   Principal   Interest   Charge-Offs   Increased   Value

Purchased loans
  $ 7,145,645     $ 59,208     $ 16,858     $ 12,536     $ 280     $ 1,867     $ 40,203  

8. SHORT-TERM AND LONG-TERM BORROWINGS

Short-term borrowings as of March 31, 2003 and December 31, 2003 comprised the following:

                         
                    Thousands of
    Millions of Yen   U.S. Dollars
   
 
    March 31, 2003   December 31, 2003   December 31, 2003

Bank loans
  ¥ 3,200     ¥ 3,100     $ 28,937  
Commercial paper
    2,400       2,500       23,336  
Rediscounted notes
          200       1,867  

Total short-term borrowings
  ¥ 5,600     ¥ 5,800     $ 54,140  

Interest rates on bank loans as of March 31, 2003 and December 31, 2003 are fixed under contracts ranging from 1.998% to 2.500% and from 1.971% to 2.250%, with the weighted average interest rates of these bank loans being 2.039% and 1.982%, respectively. Interest rates on commercial paper as of March 31, 2003 and December 31, 2003 range from 1.100% to 1.330% and from 0.450% to 0.800%, respectively. The weighted average interest rates of the commercial paper as of March 31, 2003 and December 31, 2003 are 1.227% and 0.520%, respectively. Interest rates on all rediscounted notes as of December 31, 2003 are 2.370%. All short-term borrowings have terms ranging from 2 months to 12 months and are usually renewed at maturity subject to renegotiation of interest rates and other factors.

13


 

U.S. GAAP

Long-term borrowings as of March 31, 2003 and December 31, 2003 comprise the following:

                         
                    Thousands of
    Millions of Yen   U.S. Dollars
   
 
    March 31, 2003   December 31, 2003   December 31, 2003

3.00% unsecured bonds, due April 20, 2004
  ¥ 10,000     ¥ 10,000     $ 93,345  
3.32% unsecured bonds, due April 11, 2003
    5,000              
2.45% unsecured bonds, due March 28, 2005
    10,000       10,000       93,345  
2.30% unsecured bonds with warrants, due April 20, 2004 (A)
    1,500       1,500       14,001  
2.35% unsecured bonds, due November 1, 2005
    5,000       5,000       46,672  
1.90% unsecured bonds, due July 31, 2006
          500       4,667  
0.80% unsecured bonds, due September 19, 2008
          300       2,800  
1.70% unsecured convertible bonds, due September 29, 2006 (B)
    10,000       10,000       93,345  

Total bonds
    41,500       37,300       348,175  

Loans from banks and other financial institutions
    107,095       102,611       957,818  

Total long-term borrowings
  ¥ 148,595     ¥ 139,911     $ 1,305,993  

(A)   Under NISSIN’s incentive warrant plan and as a part of NISSIN’s normal funding activity, on April 20, 2001, NISSIN issued ¥1.5 billion of 2.3% unsecured bonds with detachable warrants to purchase 2,598 thousand shares of common stock at an exercise price of ¥577.50 ($5.39) per share. These warrants were immediately repurchased at their deemed fair value in order to be granted as compensation to directors and selected employees of NISSIN. The issuance price of the bond was ¥1,088,000 per ¥1,000,000, of which ¥88,000 was attributable to the fair value of warrants. The exercise period of the warrant is from July 2, 2001 through April 19, 2004. The bond will mature on April 20, 2004.
 
(B)   On September 13, 2001, NISSIN issued ¥10 billion of 1.7% unsecured convertible bonds issued at par and redeemable on September 29, 2006. The conversion price is ¥785.00 ($7.33) per share of common stock.

As of March 31, 2003 and December 31, 2003, the weighted average rates of loans from banks and other financial institutions are 2.415% and 2.390%, respectively.

During the year ended March 31, 2003, NISSIN entrusted certain loans outstanding to a trust bank. In order to raise funds, the Company sold its senior beneficiary interest in these loans outstanding in trust to a third party. These transactions constitute a legal sale under Japanese law. Since the Company reserves an option to repurchase the senior beneficiary interest, the Company does not recognize the extinguishment of the aforementioned interest in the financial statements herein, and the funds are recognized as long-term liability related interest. As of March 31, 2003 and December 31, 2003, entrusted loans outstanding included in loans receivable are ¥4,573 million and ¥3,490 million ($32,577 thousand), respectively. The related long-term liability recorded in loans from banks and other financial institutions are ¥3,574 million and ¥2,046 million ($19,098 thousand), respectively.

9. CUMULATIVE OTHER COMPREHENSIVE INCOME

Comprehensive income is ¥3,862 million and ¥6,321 million ($59,003 thousand) for the nine months ended December 31, 2002 and 2003, respectively. The components of other comprehensive income are as follows:

                         
                    Thousands of
    Millions of Yen   U.S. Dollars
   
 
    Nine Months Ended   Nine Months Ended
    December 31,   December 31, 2003
    2002   2003        

Decrease (increase) in unrealized losses on cash flow hedging instruments
  ¥ 45     ¥ (3 )   $ (28 )
(Decrease) increase in net unrealized gain on investment securities
    (110 )     1,808       16,877  

Total other comprehensive (loss) income
  ¥ (65 )   ¥ 1,805     $ 16,849  

14


 

U.S. GAAP

10. COMMITMENTS AND CONTINGENCIES

Under the terms and conditions of the Company’s revolving credit line agreements, the Company may, but is not committed to, lend funds to Consumer loan and Business Timely loan customers. The Company reviews credit lines and related funding needs based on account usage and customer creditworthiness. The Company’s unfunded credit lines as of March 31, 2003 and December 31, 2003 are as follows:

                         
                    Thousands of
    Millions of Yen   U.S. Dollars
   
 
    March 31, 2003   December 31, 2003   December 31, 2003

Unfunded credit lines with loans outstanding
  ¥ 7,221     ¥ 6,837     $ 63,820  
Unfunded credit lines without any loans outstanding
    28,706       31,076       290,077  

Total unfunded credit lines
  ¥ 35,927     ¥ 37,913     $ 353,897  

The Company is involved in legal proceedings and claims in the ordinary course of its business. In the opinion of management, none of these proceedings and claims is expected to materially impact the Company’s financial position or results of operations.

As discussed in the summary of significant accounting policies, the Company, as is customary in the consumer finance industry in Japan, normally charges interest rates in excess of the restricted rate. In most cases, where the contractual interest rate exceeds the restricted rate, borrowers have a right to refuse to pay the excess interest. Accordingly, the Company does not accrue unpaid excess interest. Once a borrower has paid the excess interest, the borrower does not have legal rights to obtain a refund of the amounts paid, provided the appropriate documentation and notification requirements have been met. Borrowers, however, still do occasionally dispute payments of excess interest. The Company has negotiated refunds of previously paid excess interest in certain situations primarily involving threatened customer bankruptcy or threatened litigation. During the nine months ended December 31, 2002 and 2003, approximately ¥50 million and ¥88 million ($821 thousand) in interest income was refunded to borrowers, respectively.

Pursuant to an agreement with Sanyo Club Co., Ltd., in exchange for guaranteeing 40% of the outstanding balance of specified borrowings, NISSIN receives 40% of the interest income from the total borrowings and pays 40% of the related administration expenses and other incurred by Sanyo Club Co., Ltd. NISSIN is required to perform as a guarantor for the loans for which payments are 120 days or more delinquent. Under the loan agreement, borrowers are not required to have a guarantor nor collateral. The Company maintains a reserve for estimated guarantee losses in its other liabilities.

NISSIN guarantees borrowings by customers of Shinsei Business Finance Co., Ltd. (“SBF”), an affiliate 25% owned by NISSIN, and receives guarantee fees. NISSIN receives guarantee fees from the following loan products that SBF sells:

3S loans: NISSIN guarantees 100% of borrowings by customers for 3S loans and receives a guarantee fee at the borrowing contract rate less 4%. NISSIN is required to perform as a guarantor for the loans for which payments are 14 days or more delinquent. 3S loans are unsecured loans that require one or more guarantees from third party individuals with an income source separate from the customer, and is designed for small or middle size corporations. The Company maintains a reserve for estimated guarantee losses.

Business loans: NISSIN guarantees 10% of borrowings by customers for Business loans and receives 10% of the interest received from the total borrowings. NISSIN is required to perform as a guarantor for the loans for which payments are 90 days or more delinquent. Business loans are unsecured loans designed for small or middle size corporations. The Company maintains a reserve for estimated guarantee losses.

As of March 31, 2003 and December 31, 2003, NISSIN guaranteed borrowings and reserve for guarantee losses are as follows:

                         
                    Thousands of
    Millions of Yen   U.S. Dollars
   
 
    March 31, 2003   December 31, 2003   December 31, 2003

Guaranteed borrowings
  ¥ 1,504     ¥ 3,016     $ 28,153  
Reserves for guarantee losses
    9       88       821  

15


 

U.S. GAAP

During the nine months ended December 31, 2002 and 2003, NISSIN paid the related administration expenses and other, as discussed above, and received guarantee fees as follows:

                         
                    Thousands of
    Millions of Yen   U.S. Dollars
   
 
    Nine Months Ended December 31,   Nine Months Ended
    2002   2003   December 31, 2003

Guarantee fees received
  ¥ 45     ¥ 244     $ 2,277  
Administration expenses and other paid
    (42 )     (112 )     (1,045 )

Net guarantee fees received
  ¥ 3     ¥ 132     $ 1,232  

During the nine months ended December 31, 2002 and 2003, as a result of contractual commitments, NISSIN paid ¥962 thousand and ¥48 million ($448 thousand) as a guarantor for the borrowings.

11. SUPPLEMENTAL CASH FLOW INFORMATION

Non-cash investing and financing activities during the nine months ended December 31, 2002 and 2003 are as follows:

                         
                    Thousands of
    Millions of Yen   U.S. Dollars
   
 
    Nine Months Ended December 31,   Nine Months Ended
    2002   2003   December 31, 2003

Property and equipment obtained under capital leases
  ¥ 1,187     ¥ 718     $ 6,702  

16


 

U.S. GAAP

12. SEGMENT INFORMATION

The Company has historically operated as a single segment, consisting of consumer and other related ordinary loans to individuals. This segment historically included consumer, Wide, Business Timely, small business owner, secured and other loans. On July 11, 2001, the Company established Nissin Servicer Co., Ltd. to acquire and service non-performing debts from banks and the financial institutions in Japan. Nissin Servicer is being operated as separate segment but does not qualify as a separate reportable segment under SFAS No. 131. All operating activities are currently conducted exclusively in Japan. Selected information for our segments as being operated is as follows:

                           
      Millions of Yen
     
      Consumer and        
      Ordinary Loans   Other   Total

Nine Months Ended December 31, 2002
                       
 
Interest income
  ¥ 28,739     ¥ 361     ¥ 29,100  
 
Interest expense
    2,967       17       2,984  
 
Provision for loan losses
    9,075       56       9,131  
 
Net income
    3,808       119       3,927  

Nine Months Ended December 31, 2003
                       
 
Interest income
  ¥ 28,863     ¥ 1,343     ¥ 30,206  
 
Interest expense
    2,770       88       2,858  
 
Provision for loan losses
    9,893       230       10,123  
 
Net income
    4,129       387       4,516  

                           
      Thousands of U.S. Dollars
     
      Consumer and        
      Ordinary Loans   Other   Total

Nine Months Ended December 31, 2003
                       
 
Interest income
  $ 269,421     $ 12,536     $ 281,957  
 
Interest expense
    25,856       821       26,677  
 
Provision for loan losses
    92,346       2,147       94,493  
 
Net income
    38,542       3,612       42,154  

13. SUBSEQUENT EVENT

On February 5, 2004, the Board of Directors approved a two-for-one stock split to be effective on May 20, 2004 to shareholders of record on March 31, 2004.

17