SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 8-K/A1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
June 16, 1997 (April 1, 1997).
------------------------------
DIMON Incorporated
--------------------
(Exact name of registrant as specified in charter)
Virginia 0-25734; 1-13684 54-1746567
_---------------------------------------------------------------------
(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification No.)
512 Bridge Street, Danville, Virginia 24543
--------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (804) 792-7511
--------------
_____________________________________________________________________
(Former name or former address, if changed since last report.)
<PAGE>
<TABLE>
<CAPTION>
DIMON Incorporated is amending its Form 8-K filed April 16, 1997,
to include financial information relating to its acquisition of
Intabex Holding Worldwide, S.A.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
Page Numbers
<C> <C> <C>
a) Financial Statements of Business Acquired
-----------------------------------------
Audited Consolidated Financial Statements
of Intabex Holdings Worldwide S.A.
("Intabex"):
Report of the Independent Auditors . . . . . . . . . . . 3
Consolidated Balance Sheets at March 31, 1997 and 1996. . . 4 - 5
Consolidated Statements of Income for the years
ended March 31, 1997, 1996 and 1995 . . . . . . . . . . 6
Consolidated Statements of Shareholders' Equity
for years ended March 31, 1997, 1996 and 1995 . . . . . 7
Consolidated Statements of Cash Flows for the
years ended March 31, 1997, 1996 and 1995 . . . . . . . 8
Notes to Consolidated Financial Statements . . . . . . . 9 - 30
b) Pro Forma Financial Information
-------------------------------
Unaudited Pro Forma Condensed Balance Sheet as
of March 31, 1997. . . . . . . . . . . . . . . . . . . . 31
Unaudited Pro Forma Condensed Statement of
Operations for year ended March 31, 1997 . . . . . . . . . 32
Notes to Unaudited Pro Forma Condensed Financial
Information. . . . . . . . . . . . . . . . . . . . . . . . 33 - 35
c) Index to Exhibits. . . . . . . . . . . . . . . . . . . . . 36 - 37
-----------------
</TABLE>
- - - 2 -
<PAGE>
Report of Independent Auditors
Board of Directors
Intabex Holdings Worldwide SA
We have audited the accompanying consolidated balance sheets of Intabex
Holdings Worldwide SA and subsidiaries as of March 31, 1997 and 1996,
and the related consolidated statements of income, shareholders' equity
and cash flows for the years ended March 31, 1997, 1996 and 1995. These
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits. We did not audit the financial statements of
certain subsidiaries in 1997, 1996, and 1995, which statements reflect
total assets constituting 8% in 1997 and 11% in 1996 and total revenues
constituting 8% in 1997, 5% in 1996 and 7% in 1995 of the related
consolidated totals. Those statements were audited by other auditors
whose reports have been furnished to us, and our opinion, insofar as
it relates to data included for these subsidiaries, is based solely on
the report of the other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits and the reports of other auditors provide a reasonable
basis for our opinion.
In our opinion, based on our audits and the reports of other auditors,
the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Intabex
Holdings Worldwide SA and subsidiaries at March 31, 1997 and 1996,
and the consolidated results of their operations and their cash flows
for the years ended March 31, 1997, 1996 and 1995, in conformity with
generally accepted accounting principles.
/s/ ERNST & YOUNG LLP
Raleigh, North Carolina
May 16, 1997
- - - 3-
<PAGE>
<TABLE>
<CAPTION>
Intabex Holdings Worldwide SA
Consolidated Balance Sheets
March 31
1997 1996
(US $ In Thousands)
-------------------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 83,708 $ 59,981
Accounts receivable, less allowance
of $1,050 in 1997 and $564 in 1996 249,564 217,024
Inventories (Note 2 ) 295,494 248,839
Advances on tobacco purchases 112,649 66,446
Amounts due from related parties 2,643 1,782
(Note 10)
Prepaid expenses and other current 13,610 6,106
assets -------------------
Total current assets 757,668 600,178
Investments and other assets:
Investment in partnership (Note 4) 11,748 12,553
Investment in affiliates (Note 3) 12,081 13,509
Intangibles (Note 5) 18,007 18,510
Long term receivables 6,744 8,205
Total investments and other assets 48,580 52,777
-------------------
Property and equipment:
Land 9,088 8,653
Buildings and improvements 43,464 44,983
Machinery and equipment 44,616 42,260
Furniture and fixtures 4,880 4,889
-------------------
102,048 100,785
Accumulated depreciation (20,994) (16,525)
-------------------
Total property and equipment 81,054 84,260
Total assets $887,302 $737,215
===================
</TABLE>
- - - 4 -
<PAGE>
<TABLE>
March 31
1997 1996
(US $ In Thousands)
-------------------
<S> <C> <C>
Liabilities and shareholders' equity
Current liabilities:
Short-term bank loans and cash $467,099 $411,439
overdrafts
Accounts payable 93,510 78,848
Accrued expenses 6,136 7,935
Advances from customers 33,960 21,433
Related party payables (Note 10) 2,288 4,475
Current portion of long-term debt 84,849 5,448
(Note 7)
Income taxes payable 4,201 3,011
-------------------
Total current liabilities 692,043 532,589
Non-current liabilities:
Long-term debt, less current portion 54,914 68,721
(Note 7)
Long-term creditors 1,720 266
Deferred taxes 1,060 923
Other liabilities 3,495 5,634
Total non-current liabilities 61,189 75,544
-------------------
Minority interest in subsidiaries 1,431 2,981
Commitments and contingencies (Note 12)
Shareholders' equity:
Common stock, 1,466,521 shares
authorized, issued and outstanding 17,080 17,080
Share premium 61,050 61,050
Additional paid-in capital--warrants 2,520 2,520
(Note 7)
Retained earnings 61,130 52,427
Currency translation adjustments (9,141) (6,976)
-------------------
Total shareholders' equity 132,639 126,101
-------------------
Total liabilities and shareholders $887,302 $737,215
equity ===================
</TABLE>
See accompanying notes.
- - - 5 -
<PAGE>
<TABLE>
<CAPTION>
Intabex Holdings Worldwide SA
Consolidated Statements of Income
Year ended March 31
1997 1996 1995
-----------------------------------
(US $ In Thousands,
except shares and per share amounts)
<S> <C> <C> <C>
Net sales $835,116 $566,065 $369,726
Cost of goods sold 711,386 480,130 311,319
-----------------------------------
Gross profit 123,730 85,935 58,407
Selling, general and administrative 65,461 52,415 35,725
expenses -----------------------------------
Operating income 58,269 33,520 22,682
Other income (expense):
Interest expense and similar (51,675) (33,172) (21,468)
financing charges
Interest income 8,690 4,991 2,450
Equity in earnings of affiliates 539 1,608 145
(Note 3)
Equity in earnings of partnership 627 458 631
(Note 4)
Foreign exchange (loss) gain (2,725) (2,408) 1,646
Gain on sales of assets 2,225 4,770 2,764
Other (2,608) 3,422 2,521
-----------------------------------
Income before income taxes and 13,342 13,189 11,371
minority interest
Provision for income taxes (Note 8) (5,421) (2,629) (2,102)
-----------------------------------
Income after taxes 7,921 10,560 9,269
Minority interest in net income 782 (285) (2,480)
(loss) of subsidiaries -----------------------------------
Net income $ 8,703 $10,275 $ 6,789
-----------------------------------
Net income per share $5.75 $6.80 $5.76
-----------------------------------
Weighted average shares outstanding 1,512,165 1,511,426 1,178,502
-----------------------------------
See accompanying notes.
</TABLE>
- - - 6 -
<PAGE>
<TABLE>
<CAPTION>
Intabex Holdings Worldwide SA
Consolidated Statements of Shareholders' Equity
Years ended March 31, 1997, 1996 and 1995
Common Stock Additional
---------------- Paid-in Currency Total
Share Capital- Retained Translation Shareholders
Shares Amount Premium Warrants Earnings Adjustment Equity
---------------------------------------------------------------------------
(US $ In Thousands, except shares and per share amounts)
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at March 31, 1994 1,000,000 $12,415 $ - $2,520 $36,363 $(6,211) $45,087
Net income - - - - 6,789 - 6,789
Currency translation - - - - - (3,468) (3,468)
adjustment
Dividends paid ($1.00 per - - - - (1,000) - (1,000)
share)
New issue 466,521 4,665 61,050 - - - 65,715
---------------------------------------------------------------------------
Balance at March 31, 1995 1,466,521 17,080 61,050 2,520 42,152 (9,679) 113,123
Net income - - - - 10,275 - 10,275
Currency translation - - - - - 2,703 2,703
adjustment ---------------------------------------------------------------------------
Balance at March 31, 1996 1,466,521 17,080 61,050 2,520 52,427 (6,976) 126,101
Net income - - - - 8,703 - 8,703
Currency translation - - - - - (2,165) (2,165)
adjustment ---------------------------------------------------------------------------
Balance at March 31, 1997 1,466,521 $17,080 $61,050 $2,520 $61,130 $(9,141) $132,639
===========================================================================
</TABLE>
See accompanying notes.
- - - 7 -
<PAGE>
<TABLE>
<CAPTION>
Intabex Holdings Worldwide SA
Consolidated Statements of Cash Flows
Year ended March 31
1997 1996 1995
(US $ In Thousands)
---------------------------
<S> <C> <C> <C>
Operating activities
Net income $8,703 $10,275 $6,789
Adjustments to reconcile net income
to net cash used in operating
activities:
Depreciation 7,988 4,834 3,400
Amortization 1,770 858 1,284
Foreign exchange loss (gain) 2,725 2,408 (1,646)
Equity in income of affiliates and (1,166) (2,066) (777)
partnership
Gain on sale of assets (2,225) (4,770) (2,764)
Changes in assets and liabilities:
Accounts receivable (32,824) (80,920) 2,441
Inventory and advances on tobacco (93,668) (92,113) (97,032)
purchases
Due from affiliates (869) 12,203 865
Prepaid expenses and other
current assets (5,497) 1,718 (2,324)
Accounts payable and other liabilities 22,215 7,049 5,725
Taxes payable 1,180 817 1,083
Deferred taxes 137 (77) (353)
---------------------------
Net cash used in operating activities (91,531) (139,784) (83,309)
Investing activities
Purchases of additional interest in (1,105) (8,898) (2,715)
affiliates, net (Note 3)
Proceeds from sale of property and 2,681 6,912 3,186
equipment
Purchases of property and equipment (10,793) (5,588) (11,098)
Proceeds from sale of other assets - 12,032 -
Payments on long-term receivables 1,448 3,314 -
Dividends received from affiliates 1,694 1,460 1,339
Cash acquired in acquisition - - 4,332
---------------------------
Net cash provided by (used in) investing (6,075) 9,232 (4,956)
activities
Financing activities
Proceeds from long-term debt, net of debt 70,809 26,526 3,550
placement costs
Repayment of long-term debt (6,140) (4,575) (7,017)
Net change in short-term bank loans and 55,175 141,657 91,947
cash overdrafts
Dividends paid - - (1,000)
---------------------------
Net cash provided by financing activities 119,844 163,608 87,480
Effect of exchange rate changes on cash 1,489 1,968 (2,945)
---------------------------
Increase (decrease) in cash and cash 23,727 35,024 (3,730)
equivalents
Cash and cash equivalents at beginning of 59,981 24,957 28,687
year ---------------------------
Cash and cash equivalents at end of year $83,708 $59,981 $24,957
Supplemental cash flow information
Interest and similar financing charges $51,675 $33,172 $21,468
paid ---------------------------
Income taxes paid $2,655 $1,885 $1,571
===========================
See accompanying notes.
</TABLE>
- - - 8 -
<PAGE>
Intabex Holdings Worldwide SA
Notes to Consolidated Financial Statements
March 31, 1997
1. Accounting Policies
Intabex Holdings Worldwide SA ("Intabex"), is incorporated in
the Grand Duchy of Luxembourg with financial holding company
status. Intabex, through its subsidiaries, is engaged
principally in the business of purchasing and processing leaf
tobacco on a worldwide basis and selling tobacco to a wide range
of manufacturers of cigarettes and other consumer tobacco
products.
On February 14, 1997, Intabex and its shareholders and DIMON
Incorporated ("DIMON") signed a Stock Purchase Agreement whereby
DIMON acquired all the outstanding capital stock and other
rights of Intabex on April 1, 1997. The Company incurred
approximately $3.2 million of costs in connection with these
transactions, which are included in selling, general and
administrative expenses for 1997. The accompanying consolidated
financial statements as of and for the year ended March 31, 1997
do not reflect any adjustments for DIMON's purchase of Intabex
as of April 1, 1997.
Basis of Presentation
The consolidated financial statements include the accounts of
Intabex and its subsidiaries (the "Company"). Intercompany
accounts and transactions have been eliminated in consolidation.
The consolidated financial statements are presented in
accordance with accounting principles generally accepted in the
United States of America.
Use of Estimates
The preparation of financial statements in accordance with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported
in the financial statements and accompanying notes. Actual
results could differ from those estimates.
- - - 9 -
<PAGE>
Intabex Holdings Worldwide SA
Notes to Consolidated Financial Statements (continued)
1. Accounting Policies (continued)
Cash and Cash Equivalents
The Company considers all highly liquid investments with a
maturity of three months or less when purchased to be cash
equivalents.
Inventories
Inventories are stated at the lower of cost or market. Actual
cost is used for tobaccos, with average costs used for
processing and direct overhead expenses. The cost of raw timber
is determined based on its average cost. The cost of packed
tobacco includes such direct overhead as freight, customs
duties, certain warehousing costs, and handling charges. The
Company determines market for tobacco on a group or package
basis which may include various lots, grades and type of
tobacco.
Investments in Affiliates
Investments in affiliates, which range in ownership interest from
20 to 50 percent, are accounted for using the equity method.
Investments in affiliates includes the excess of Intabex's cost
over the related equity in net assets of the affiliated companies
of $3.7 million at March 31, 1997 and 1996, respectively, which is
being amortized over 40 years. The carrying value of the excess of
cost over equity is reviewed if the facts and circumstances indicate
impairment of its carrying value. Any impairment in the carrying
value of the excess of costs over equity is recorded when identified.
Property and Equipment
Property and equipment is stated at cost. Depreciation is
computed principally by the straight-line method based on the
estimated useful lives.
- - - 10 -
<PAGE>
Intabex Holdings Worldwide SA
Notes to Consolidated Financial Statements (continued)
1. Accounting Policies (continued)
Long-Lived Assets
The Company adopted Statement of Financial Accounting Standards
No. 121, ("SFAS 121"), "Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed of" in
1997. SFAS 121 requires impairment losses to be recorded on
long-lived assets used in operation when indicators of
impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets'
carrying amounts. SFAS 121 also addresses the accounting for
long-lived assets that are expected to be disposed of. The
adoption of SFAS 121 did not effect the consolidated financial
statements.
Income Taxes
Income taxes are accounted for in accordance with Statement of
Financial Accounting Standards No. 109, ("SFAS 109"),
"Accounting for Income Taxes". Under the asset and liability
method of SFAS 109, deferred tax assets, net of a valuation
allowance, and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amount of existing assets and liabilities and
their respective tax basis
Each subsidiary computes its income tax based on the income tax
rates in effect in the country of operation.
Foreign Currencies
The financial statements of foreign subsidiaries are translated
into U.S. dollars in accordance with Statement of Financial
Accounting Standards No. 52 ("SFAS 52"), "Foreign Currency
Translation". Except for operations in highly inflationary
economies, all asset and liability accounts are translated at
the current exchange rates for each year; the resulting
translation adjustments, net of deferred taxes, are made
directly to a separate component of shareholders' equity.
Transaction adjustments are recorded in the Consolidated
Statements of Income. Such transaction adjustments include
realized exchange adjustments, translation adjustments relating
to highly inflationary economies and to assets and liabilities
denominated in foreign currencies.
- - - 11 -
<PAGE>
Intabex Holdings Worldwide SA
Notes to Consolidated Financial Statements (continued)
1. Accounting Policies (continued)
Revenue Recognition
Revenue is recognized on the accrual basis when goods are
shipped.
Net Income Per Share
Net income per share of common stock is computed by dividing net
income by the weighted average number of shares of common stock
outstanding during the year as in accordance with APB Opinion
No. 15, "Earnings Per Share".
In February 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 128,
("SFAS 128"), "Earnings Per Share." SFAS 128 supercedes APB
Opinion No. 15 and is required to be adopted for annual periods
ending after December 15, 1997. The impact of SFAS 128 on the
calculation of net income per share is not expected to be
material.
Concentration of Credit and Off-Balance Sheet Risks
Financial instruments that subject the Company to credit risk
consist principally of cash, and trade receivables relating to
customers in the tobacco industry. Cash is deposited with high
credit quality financial institutions. Credit risk related to
receivables is limited due to the large number of customers with
which the Company transacts business, the geographic diversity
of these customers, and the fact that the Company principally
sells to customers who have provided guaranteed letters of
credit. The Company's five largest tobacco-related customers
accounted for approximately 41% in 1997 and 28% in 1996 of total
revenues, and tobacco-related customers with the five largest
accounts receivable balances accounted for approximately 44% at
March 31, 1997 and 18% at March 31, 1996 of total accounts
receivable.
- - - 12 -
<PAGE>
Intabex Holdings Worldwide SA
Notes to Consolidated Financial Statements (continued)
1. Accounting Policies (continued)
Fair Value of Financial Instruments
The Company's financial instruments consist of cash, accounts
receivable, amounts due from related parties, short-term bank
loans, cash overdrafts and long-term debt. The carrying
amount of cash, accounts receivable, amounts due from related
parties, short-term bank loans, cash overdrafts and long-term
debt approximate their fair value.
Reclassifications
Certain prior year amounts have been reclassified to conform
to the current year presentation. Such reclassifications had
no effect on shareholders' equity or net income.
2. Inventories
Inventories are comprised of the following:
<TABLE>
<CAPTION>
March 31
1997 1996
(US $ In Thousands)
--------------------
<S> <C> <C>
Raw materials:
Packing materials $ 3,128 $3,017
Timber 1,370 673
Work in process:
Green tobacco 33,922 31,647
Timber 87 103
Finished goods:
Packed tobacco 245,719 200,239
Timber 85 55
Other 2,318 7,202
Tobacco in transit 8,865 5,903
--------------------
$295,494 $248,839
====================
</TABLE>
- - - 13 -
<PAGE>
Intabex Holdings Worldwide SA
Notes to Consolidated Financial Statements (continued)
3. Investments in Affiliates
Investments in affiliates are comprised primarily of
investments in companies with tobacco operations as follows:
<TABLE>
<CAPTION>
March 31
% Owned 1997 1996
----------------------------
(US $ In Thousands)
<S> <C> <C> <C>
Tobacco Processors Lilongwe 48% $4,024 $3,866
Ltd.
Tobacco Processors (Malawi) 50% 939 1,037
Ltd.
H.I.B. Services Limited 50% 300 262
Intabex Hellas Ltd. 50% 2 2
Carrington & Michaux Ltd. 50% 2 2
Formento del Comercio del Cafe 49% 1,525 2,312
S.A.
P.M.A. Tobaccos Ltd. 50% 17 18
P.T. Europindo Mitranusa 35% (29) 81
Societe de Commercialisation de
Bobines En Europe S.A. 50% 196 210
Hermes Tutun Ihracat, S.A. 50% 644 348
Tabaphimis S.A. 49% 32 28
Philippine Bobbin Corporation 50% 1,064 1,034
Grupo Maerks 50% 917 853
Philippine Wrapper Corporation 50% (2) (2)
P.M.B. Ltd. 50% (193) 116
Espinosa Tabacos S.A. 50% 2,447 2,347
Zanzibar Cigarette Company Ltd. 13% - 460
Tabafil Insurance Agents (a) 100% 8 7
Tafil SA (a) 100% 31 156
Empresas de Tabacos Tropicales 100% - 137
(a)
Tabacalera Distribution Co. 25% 28 86
(Philippines)
Compania Exportadora Espanola 100% 129 148
S.A. (a)
Tafil Trading Singapore (a) 100% 1
----------------------------
$12,081 $13,509
============================
</TABLE>
(a) Investments with greater than 50% ownership have not
been consolidated due to immateriality.
- - - 14 -
<PAGE>
Intabex Holdings Worldwide SA
Notes to Consolidated Financial Statements (continued)
3. Investments in Affiliates (continued)
Combined summarized financial information for these
companies is as follows:
<TABLE>
<CAPTION>
March 31
1997 1996
--------------------
(US $ In Thousands)
<S> <C> <C>
Current assets $41,404 $47,031
Non-current assets 13,720 11,522
Current liabilities 32,661 41,877
Non-current liabilities 4,774 105
Shareholders' equity 17,689 16,571
</TABLE>
<TABLE>
<CAPTION>
Year ended
March 31
1997 1996 1995
----------------------------
(US $ In Thousands)
<S> <C> <C> <C>
Net sales $91,697 $108,907 $33,375
Gross profit 2,235 8,752 1,945
Net income 1,680 1,953 219
</TABLE>
Included in the 1995 amounts presented above is the financial
information for Rio Grande Tabacalera S.A. (renamed as Intabex
Processors Brazil Ltda), a 50% owned affiliate in 1995. On
October 31, 1995, Intabex Processors Brazil Ltda became a 100%
owned subsidiary of Intabex when Intabex purchased an
additional 50% interest from an unrelated party. The purchase
price of the additional interest was allocated to the assets
and liabilities based on their fair value. The acquisition
was accounted for as a purchase, and accordingly, the
consolidated financial statements include the results of
operations of this company from the date of acquisition.
The amount of consolidated retained earnings represented by
undistributed earnings of these unconsolidated affiliates was
$1,299,000 and $2,403,000 at March 31, 1997 and 1996,
respectively.
- - - 15 -
<PAGE>
Intabex Holdings Worldwide SA
Notes to Consolidated Financial Statements (continued)
4. Investment in Partnership
On April 1, 1992, a 100% owned subsidiary of the Company
entered into an agreement to aggregate its processing
facilities with DIMON. The partnership is owned 50% by the
subsidiary and required an initial capital contribution of
approximately $13,500,000 consisting of fixed assets and the
assumption of a note obligation. The subsidiary's investment
in the partnership reflects the initial investment at cost
adjusted for the subsidiary's equity in the earnings of the
partnership less dividends received from the partnership.
Summary financial information of the partnership at March 31,
1997 and 1996 and for the years ended March 31, 1997, 1996 and
1995 follows:
<TABLE>
<CAPTION>
March 31
1997 1996
----------------------
(US $ In Thousands)
<S> <C> <C>
Current assets $ 687 $ 1,206
Non-current assets 13,249 13,457
Current liabilities 1,172 1,169
Non-current liabilities 1,156 343
</TABLE>
<TABLE>
<CAPTION>
Year ended March 31
1997 1996 1995
-------------------------------
(US $ In Thousands)
<S> <C> <C> <C>
Net sales $15,896 $14,082 $13,709
Gross profit 2,840 2,448 2,667
Net income 1,432 931 1,155
</TABLE>
- - - 16 -
<PAGE>
Intabex Holdings Worldwide SA
Notes to Consolidated Financial Statements (continued)
5. Intangibles
Intangibles are comprised of the following:
<TABLE>
<CAPTION>
March 31
1997 1996
----------------------
(US $ In Thousands)
<S> <C> <C>
Goodwill $14,940 $14,501
Long-term debt placement costs 4,970 4,858
----------------------
19,910 19,359
Accumulated amortization (1,903) (849)
----------------------
$18,007 $18,510
======================
</TABLE>
Goodwill represents the excess cost over the related net
assets acquired from business combinations. Goodwill is
being amortized over 40 years. The carrying value of
goodwill is reviewed if the facts and circumstances
indicate impairment of its carrying value. Any impairment
in the carrying value of goodwill is recorded when
identified. Accumulated amortization related to goodwill
totaled $1,042,000 and $605,000 at March 31, 1997 and 1996,
respectively.
Long-term debt placement costs represent capitalized costs
associated with the issuance of the 8.13% Senior Notes on
March 15, 1996 and the 10.7% Senior Notes and warrants on
March 15, 1994 (See Note 7). These capitalized costs are
being amortized on a straight-line basis over the term of
the related notes. Accumulated amortization related to
long-term debt placement costs totaled $861,000 and $244,000
at March 31, 1997 and 1996, respectively.
6. Short-Term Borrowing Arrangements
The Company has lines of credit arrangements with several
banks under which the Company may borrow up to a total of
$673,300,000 at March 31, 1997. These lines of credit bear
interest at rates ranging from 7% to 37%. Unused lines of
credit at March 31, 1997 amounted to $168,600,000. The
weighted average interest rate on these short-term borrowing
arrangements for the year ending March 31, 1997 was 8.3%.
- - - 17 -
<PAGE>
Intabex Holdings Worldwide SA
Notes to Consolidated Financial Statements (continued)
7. Long-Term Debt and Warrants
Long-term debt consists of the following:
<TABLE>
<CAPTION>
March 31
1997 1996
-------------------
(US $ In Thousands)
<S> <C> <C>
Senior notes payable to insurance
companies at a rate,8.13%, secured by
certain subsidiary company
guarantees, maturity date March 28,
2004,payable in annual installments
of $11.7 million beginning in the
year 2000. $ 56,484 $56,484
Senior notes payable to a bank, at
LIBOR plus 1.25% (7.125% as of
March 31, 1997) secured by
certain subsidiary company
guarantees, maturity date
October 11, 2002, payable in
annual installments of $4.5 million. 22,500 -
Notes payable to banks, at rates
ranging from 4.5% to 12% secured
by factory, land, buildings and
machinery, maturity dates ranging
from 1997 to 2003 in annual
installments. 60,779 15,185
Note payable to a company, at prime,
secured by investment in - 2,500
partnership --------------------
139,763 74,169
Less current portion (84,849) (5,448)
--------------------
$54,914 $68,721
</TABLE>
On March 28, 1996, the Company issued $58.5 million of 8.13%
Senior Notes due in 2004 (the "1996 Notes"). Of the 1996
Notes, $30 million were issued in exchange for $30 million of
10.7% Senior Notes due in 2004 issued in 1994 (the "1994
Notes") and $3.5 million was issued pursuant to the terms of
the 1994 Notes as a "make-whole premium" to compensate for the
lower interest rate of the 1996 Notes compared to the 1994
Notes as a result of the exchange of the Notes. The make-
whole premium of $3.5 million has been deferred and is being
amortized as interest expense over the term of the 1996 Notes.
- - - 18 -
<PAGE>
Intabex Holdings Worldwide SA
Notes to Consolidated Financial Statements (continued)
7. Long-Term Debt and Warrants (continued)
Capitalized long-term debt placement costs totaled $1,470,000
at March 31, 1997 and is being amortized over the life of the
Notes. Accumulated amortization associated with these
placement costs totaled $387,000 at March 31, 1997.
The 1996 Notes are subject to certain covenants that, among
other things, require the Company to maintain minimum working
capital and tangible net worth amounts and restrict the
payment of dividends. The dividend amount may not exceed the
sum of 25% of cumulative consolidated net income, cash
proceeds received from the sale of common stock, and the
principal amount of any debt converted to common stock during
the period from January in the year of declaration of the
dividend.
Warrants entitling the holders thereof to purchase shares of
Common Stock, no par value, of the Company were issued on
March 15, 1994 in connection with the issuance of the 1994
Notes. The proceeds of $30 million from issuance of these
securities was allocated $2,520,000 to the warrants and
$27,480,000 to the 1994 Notes. The Notes are being accredited
over their term to their face amount as charges to interest
expense. The warrants are exercisable into 47,120 shares of
Common Stock at an exercise price of $0.001 per share on the
earlier of March 15, 1999 or the date in which the Company
shall have consummated a qualified initial public offering.
After completion of the acquisition of Intabex as described in
Note 1, DIMON advanced funds to Intabex which paid in full the
amounts due under the Senior Notes totaling approximately $81
million. Accordingly, the Company has presented the Senior
Notes as current liabilities in the consolidated financial
statements.
- - - 19 -
<PAGE>
Intabex Holdings Worldwide SA
Notes to Consolidated Financial Statements (continued)
7. Long-Term Debt and Warrants (continued)
Maturities of long-term debt for the five years succeeding
March 31, 1997 are as follows (US $ In Thousands):
<TABLE>
<CAPTION> <C>
<S>
1997 $ 84,849
1998 3,916
1999 16,543
2000 16,175
2001 17,588
Thereafter 692
---------
Total $139,763
=========
</TABLE>
8. Income Taxes
Income before income taxes and minority interest consisted of
the following:
<TABLE>
<CAPTION>
Year ended March 31
1997 1996 1995
----------------------------
(US $ In Thousands)
<S> <C> <C> <C>
Domestic $ 2,412 $ 1,264 $ 2,660
Foreign 10,930 11,925 8,711
----------------------------
$13,342 $13,189 $11,371
============================
</TABLE>
The components of the provision for income taxes expense are
as follows:
<TABLE>
<CAPTION>
Year ended March 31
1997 1996 1995
--------------------------
(US $ In Thousands)
<S> <C> <C> <C>
Current:
Domestic $ 295 $ 169 $ 583
Foreign 3,707 2,537 1,872
--------------------------
4,002 2,706 2,455
Deferred expense
(benefit):
Domestic 579 192 176
Foreign 840 (269) (529)
--------------------------
Total $5,421 $2,629 $2,102
==========================
</TABLE>
- - - 20 -
<PAGE>
Intabex Holdings Worldwide SA
Notes to Consolidated Financial Statements (continued)
8. Income Taxes (continued)
The Company's consolidated effective tax rate differed from
the statutory federal rate as set forth below
<TABLE>
<CAPTION>
Year ended March 31
1997 1996 1995
----------------------------
(US $ In Thousands)
<C> <C> <C>
<S>
Federal income taxes at $4,670 $4,616 $3,980
statutory rate
State and local income (37) (27) (106)
taxes, net of federal
benefit
Foreign earnings taxed at (2,199) (1,678) (1,477)
different rates
Other, mainly non- 2,987 (282) (295)
deductible items in 1997 ----------------------------
Actual provision for $5,421 $2,629 $2,102
income taxes ============================
</TABLE>
The significant components of the Company's deferred tax
liabilities and assets are as follows:
<TABLE>
<CAPTION>
March 31
1997 1996
-------------------
(US $ In Thousands)
<S> <C> <C>
Deferred tax liabilities:
Tax over book depreciation $2,740 $2,159
Deferred casualty gain 48 48
Other 103 546
-------------------
Total deferred tax liabilities 2,891 2,753
Deferred tax assets:
Amortization of non-compete 656 616
agreement
Deferred compensation 40 40
Net operating loss carryforwards 6,460 6,125
Alternative minimum tax credits 935 727
-------------------
Total deferred tax assets 8,091 7,508
Valuation allowance for deferred (6,260) (5,678)
tax assets -------------------
Net deferred tax assets 1,831 1,830
-------------------
Net deferred tax liability $1,060 $923
===================
</TABLE>
- - - 21 -
<PAGE>
Intabex Holdings Worldwide SA
Notes to Consolidated Financial Statements (continued)
8. Income Taxes (continued)
The Company had the following loss carry forwards available as
of March 31, 1997:
<TABLE>
<CAPTION>
Begin to
Country Amounts expire in Year
- - ---------------------------------------------------------------
(US $ in Thousands)
<S> <C> <C>
Argentina $ 5,900 2000
Brazil 8,000 No limitation
Italy 500 1998
Thailand 1,700 2000
USA - (state) 2,900 1998
--------
$19,000
========
</TABLE>
For financial reporting purposes, valuation allowances have
been recognized to offset the deferred tax assets generated by
Intabex's loss carry forwards of approximately $19 million.
U.S. alternative minimum tax credit carry forwards of
approximately $935,000 do not expire under current U.S. tax
law.
One of the Company's subsidiaries has received additional
income tax assessments for the fiscal years ended March 31,
1987 to March 31, 1991. The Company has lodged an application
against these assessments and is currently in the process of
preparing a case against these, and any future assessments
which may be received. The Company's management feels that
the application against the assessment will be successful.
9. Pension Plans
Several of the Company's subsidiaries participate in defined
contribution pension plans which cover eligible employees.
Total pension expense related to these plans was $1,458,000,
$1,441,000 and $1,202,000 for the years ended March 31, 1997,
1996 and 1995, respectively.
- - - 22 -
<PAGE>
Intabex Holdings Worldwide SA
Notes to Consolidated Financial Statements (continued)
10. Related Parties
Accounts receivable and payable with affiliates included in
the consolidated financial statements are as follows:
<TABLE>
<CAPTION>
March 31
1997 1996
-------------------
(US $ In Thousands)
<S> <C> <C>
Accounts receivable $2,643 $1,782
Accounts payable 2,288 4,475
</TABLE>
Additionally, at March 31, 1997, certain Intabex trading
subsidiaries had advances on tobacco purchases (approximately
$60 million) and advances from customers (approximately $7
million).
11. Acquisition of Cdf
On December 16, 1994, the Company acquired substantially all
of the issued and outstanding common stock of Compania de
Filipinas ("CdF") for 466,521 shares of the Company's Class B
Common Stock with a fair value of $66 million. CdF is
primarily involved in the tobacco trading industry.
The acquisition has been accounted for as a purchase business
combination. Accordingly, the results of operations of CdF
have been included in the Company's consolidated financial
statements subsequent to December 16, 1994 and the purchase
price has been allocated to assets and liabilities acquired
based on their fair values.
The following unaudited pro forma information has been
prepared assuming the acquisition of CdF had occurred at the
beginning of the year ended March 31, 1995.
<TABLE>
<CAPTION>
March 31, 1995
-------------------
(US $ In Thousands)
<S> <C>
Net sales $466,126
Net income 8,292
</TABLE>
- - - 23 -
<PAGE>
Intabex Holdings Worldwide SA
Notes to Consolidated Financial Statements (continued)
12. Contingencies
The Company from time to time is involved in litigation in the
ordinary course of business. In the opinion of management,
the ultimate outcome of any such matters will not have a
material impact on the Company's financial position or results
of operations.
In May 1997, certain of the Company's facilities in the
Philippines were forcefully seized and occupied by certain
individuals. Although uncertain as to the ultimate
resolution, the Company believes it has rightful ownership of
the facilities and will take legal action to regain occupancy
of the facilities.
13. Geographic Area Data, Export Sales and Other Information
The following description and tables present the Company's
tobacco and non-tobacco operations in different geographic
areas in conformity with Statement of Financial Accounting
Standards No. 14, "Financial Reporting for Segments of a
Business Enterprise". Geographic area information for tobacco
operations as to sales is based on where the product is sold.
Tobacco
The Company is principally engaged in the tobacco business.
The Company and its tobacco subsidiaries are engaged in
buying, processing, and exporting tobacco grown in the
following principal countries: Argentina, Brazil, China,
Dominican Republic, India, Indonesia, Italy, Malawi, Sri
Lanka, Spain, Thailand, United States, Zimbabwe, and other
areas in which tobacco is sold on the world markets. The
Company's investee companies are located primarily in Malawi,
Philippines, and United States.
The desegregation of entities necessary for geographic area
data requires the use of estimation techniques for operating
income, and the identifiable assets presentation does not take
into account the seasonal aspects of the tobacco business.
- - - 24 -
<PAGE>
Intabex Holdings Worldwide SA
Notes to Consolidated Financial Statements (continued)
13. Geographic Area Data, Export Sales and Other
Information (continued)
Non-Tobacco
The Company owns subsidiaries involved in timber sales and
insurance brokerage services. None of these subsidiaries have
extensive operations outside of their country of
incorporation.
<TABLE>
<CAPTION>
Year ended March 31
1997 1996 1995
----------------------------
(US $ In Thousands)
<S> <C> <C> <C>
Business segments
Sales:
Tobacco $826,755 $562,482 $361,397
Non-tobacco 8,361 3,583 8,329
-----------------------------
$835,116 $566,065 $369,726
=============================
Operating income (loss):
Tobacco $61,201 $36,385 $25,632
Non-tobacco 683 680 (371)
Corporate expenses (3,615) (3,545) (2,579)
-----------------------------
$58,269 $33,520 $22,682
=============================
Identifiable assets:
Tobacco (1) $877,020 $731,748 $493,900
Non-tobacco 6,356 1,700 1,306
Corporate 3,926 3,767 3,722
-----------------------------
$887,302 $737,215 $498,928
=============================
(1) Includes investment in partnership and affiliates-
tobacco related
Depreciation and amortization
expense:
Tobacco $9,191 $5,320 $4,334
Non-tobacco 203 66 57
Corporate 364 306 293
-----------------------------
$9,758 $5,692 $4,684
=============================
Capital expenditures:
Tobacco $9,064 $4,603 $10,759
Non-tobacco 1,349 318 177
Corporate 380 667 162
-----------------------------
$10,793 $5,588 $11,098
=============================
</TABLE>
- - - 25 -
<PAGE>
Intabex Holdings Worldwide SA
Notes to Consolidated Financial Statements (continued)
13. Geographic Area Data, Export Sales and Other
Information (continued)
<TABLE>
<CAPTION>
Year ended March 31
1997 1996 1995
----------------------------
(US $ In Thousands)
<S> <C> <C> <C>
Geographic areas
Sales:
Africa/Middle East $60,608 $70,677 $57,878
Europe 422,516 292,723 151,570
South America 24,998 12,923 4,920
North America 151,698 55,397 63,796
Far East/Australia 175,296 134,345 91,562
-----------------------------
$835,116 $566,065 $369,726
=============================
Operating income (loss):
Africa/Middle East $3,275 $3,007 $998
Europe 42,275 18,455 15,636
South America 6,264 1,286 (2,214)
North America 3,932 8,063 6,474
Far East/Australia 2,523 2,709 1,788
-----------------------------
$58,269 $33,520 $22,682
=============================
Indentifiable fixed assets:
Africa/Middle East $7,925 $6,153 $5,971
Europe 20,729 25,488 25,383
South America 37,153 35,351 9,830
North America 1,335 1,346 1,215
Far East/Australia 13,912 15,922 18,641
-----------------------------
$81,054 $84,260 $61,040
=============================
</TABLE>
- - - 26 -
<PAGE>
Intabex Holdings Worldwide SA
Notes to Consolidated Financial Statements (continued)
14. Interests in Subsidiary Companies and Affiliates
Tobacco Processors (Malawi) Ltd has a December 31 reporting
date. Accordingly, the consolidated results of operations
include its results for the periods January 1 through December
31. The differences between the results of operations on a
calendar year basis and the results of operations on a fiscal
year basis were not material.
All subsidiary companies are wholly owned except where
indicated. Affiliated companies are not consolidated but are
accounted for using the equity method.
<TABLE>
<CAPTION>
% of
Equity Country of Principal
Consolidated Subsidiaries Held Incorporation Activities
- - ------------------------------------------------------------------------------
<S> <C> <C> <C>
A.L. Van Beek International Netherlands Investment holding
B.V.
Admiral House Ltd. England Property
Africa Holdings S.A. Luxembourg Investment/financial holding
Africa Overseas Ltd. BVI Tobacco merchant
Agmin Ltd. England Import/export of
commodities
ALB Zimbabwe (Pvt) Ltd. Zimbabwe Investment holding
Brookstone International Panama Commodity
Corp. S.A. merchant and
investment
holding
Carrington & Michaux BV Netherlands Tobacco merchant
Carrington & Michaux Italy Italy Investment
holding
Carrington & Michaux U.S.A Investment
Tobacco Co., Inc. holding
China American Tobacco Co. U.S.A. Tobacco merchant
Cial de Importaciones y Spain Inactive
Exportaciones S.A.
CdF Eastern Europe A/O Russia Tobacco merchant
Russia
CdF International S.A. Uruguay Tobacco merchant
Compania General de Tabacos 99 Spain Investment
de Filipinas S.A. holding
Compania Exportadora Spain General trade
Espanola S.A.
Cosmos Purchasing Co. (Pvt) Zimbabwe Tobacco merchant
Ltd.
Cosmos Tobacco Company Zimbabwe Investment
(Pvt) Ltd. holding
Domitab S.A. Dominican Tobacco merchant
Rep.
Domtabac S.A. Switzerland Tobacco merchant
Edwards Goodwin & Co. Malawi Tobacco buyer
(Africa) Ltd.
</TABLE>
- - - 27 -
<PAGE>
Intabex Holdings Worldwide SA
Notes to Consolidated Financial Statements (continued)
14. Interests in Subsidiary Companies and Affiliates
(continued)
<TABLE>
<CAPTION>
% of
Equity Country of Principal
Consolidated Subsidiaries Held Incorporation Activities
- - ------------------------------------------------------------------------------
<S> <C> <C> <C>
Edwards Goodwin & Co. Ltd. England Tobacco merchant
Exportadora de Tobacos
Transcontinental, Ltda. Brazil Tobacco merchant
Fairway B.V. Holland Tobacco merchant
Fesam S.A. Liberia Tobacco merchant
Fumex Tabacalera SA Brazil Tobacco merchant
Globe Tobacco Co. (Pvt) Ltd. Zimbabwe Investment holding
Hosoi Investments Madeira Investment holding
H.R. Wilden Ltd. England Investment holding
Intabex Lanka Ltd. Sri Lanka Tobacco
processor/grower
Intabex Antilles N.V. Antilles Investment holding
Intabex Argentina S.A. Argentina Service company
Intabex Belgium N.V. Belgium Service company
Intabex Canada Ltd. Canada Tobacco merchant
Intabex Germany Rohtabakwerk Germany Tobacco processor
GmbH
Intabex - Hail & Cotton U.S.A. Tobacco merchant
International Co.
Intabex International Ltd. Hong Kong Tobacco merchant
Intabex Italy S.r.l. Italy Tobacco merchant/
investment
holding
Intabex Processors Italy Italy Tobacco processor
S.r.l
Intabex Netherlands B.V. Netherlands Investment holding
Intabex (Malawi) Ltd. Malawi Tobacco merchant
Intabex Processors Argentina Argentina Tobacco
SA processors/merchant
Intabex (Thailand) Ltd. Thailand Tobacco
merchant/grower
Intabex S.A. Switzerland Tobacco merchant
Intabex S.A. (BVI) B.V.I. Tobacco merchant
Intabex Services Ltd. England Service company
Intabex Tobacco Processors Thailand Tobacco processor
(Thailand) Ltd.
Intabex Processors Brazil Brazil Tobacco
Limitada processor/merchant
Intabex Trading Limited BVI Tobacco merchant
Intabex S.A. (Pty) Ltd South Tobacco merchant
Africa
Intabex Zaire Sprl Zaire Tobacco merchant
International Timbers Ltd. Malawi Forestry and
lumbering
International Tobacco Malawi Investment holding
(Malawi) Ltd.
</TABLE>
- - - 28 -
<PAGE>
Intabex Holdings Worldwide SA
Notes to Consolidated Financial Statements (continued)
14. Interests in Subsidiary Companies and Affiliates
(continued)
<TABLE>
<CAPTION>
% of
Equity Country of Principal
Consolidated Subsidiaries Held Incorporation Activities
- - ------------------------------------------------------------------------------
<S> <C> <C> <C>
La Union Ventures Inc. 80 Philippines Tobacco merchant
L.R.H. Travel Ltd. England Travel agency
LRH Services Ltd. England Inactive
Manila Tobacco Trading Inc. Philippines Tobacco merchant
Olima Holding A.G. Switzerland Investment holding
Promociones Cocotur S.A. Spain Inactive
Siam Ventures Ltd. Thailand Investment
holding/service
company
Southern Tobacco Co. (Pvt) Zimbabwe Inactive
Ltd.
Tabex Brazil Tobaccos Brazil Tobacco merchant
Limitada
Talmin Trading (Pty) Ltd. South Trader and
Africa commodity
merchant
Tabacalera Industrial Philippines Various services
Development Inc.
Tabacosfil Paraguaya S.A. Paraguay Tobacco merchant
Tabatrade Internacional S.A. Spain International
trade
Tafil S.A. Switzerland Inactive
Tafil Trading Singapore Pte Singapore Inactive
Ltd.
Tarsal Ltd. B.V.I. Flower merchant
Tobacco Development Co., 51 Zambia Tobacco farming
Ltd.
Tobacco Packers Export Co. Zimbabwe Tobacco merchant
(Pvt) Ltd.
Tobacco Products B.V.I. Tobacco merchant
International Ltd
Tobacco Suppliers (Malawi) Malawi Tobacco buyer
Ltd.
Tobacco de Manica Limitada Mozambique Freight merchant
Unitob Inc. U.S.A. Investment holding
Yardiner, S.A. Paraguay General trade
Zambia and Overseas Tobacco Zambia Tobacco farming
Co. Ltd.
</TABLE>
- - - 29 -
<PAGE>
Intabex Holdings Worldwide SA
Notes to Consolidated Financial Statements (continued)
14. Interests in Subsidiary Companies and Affiliates
(continued)
<TABLE>
<CAPTION>
% of
Equity Country of Principal
Interests in Affiliated Companies Held Incorporation Activities
- - ------------------------------------------------------------------------------
<S> <C> <C> <C>
Carrington & Michaux Ltd. 50 Greece Dorman
Colomer East Asia Ltd. 40 Hong Kong Inactive
Cordillerana Tabacalera 60 Paraguay Tobacco merchant
Paraguaya S.A.
Eastern Carolina Leaf 50 U.S.A. Tobacco processor
Processors
Espinosa Tabaccos S.A. 25 Colombia Tobacco merchant
Fomento del Comericio del 49 Spain Coffee merchant
Cafe S.A.
Grupo Maerks 50 Philippines Insurance
Hermes Tutun Ihracat A.S. 50 Turkey Tobacco merchant
HIB Services Ltd. 50 BVI Insurance broker
Iberleaf, S.A. 30 Spain Tobacco merchant
Intabex Hellas E.E. 50 Greece Inactive
P.M.A. Tobaccos Inc. 50 U.S.A. Inactive
P.T. Europindo Mitranusa 35 Indonesia International
trade
Philippine Wrapper 50 Philippines Marine services
Corporation
Phillippine Bobbin 50 Philippines Tobacco merchant
Corporation
PMB Ltd. 50 Paraguay Inactive
Scte. Comm. de Bobines en 50 France Cigar trading
Europe, S.A.
Tabafil Insurance Agents 100 Philippines Inactive
Inc.
Tabacalera Distribution, 25 Philippines Inactive
Inc.
Tabaphimis S.A. 49 Greece Tobacco merchant
Tobacco Processors (Malawi) 50 Malawi Tobacco processor
Ltd.
Tobacco Processors Lilongwe 48 Malawi Tobacco processor
Ltd.
Tobacosfil Colombiana SL 50 Colombia Inactive
</TABLE>
- - - 30 -
<PAGE>
<TABLE>
<CAPTION>
DIMON Incorporated
UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
as of MARCH 31, 1997
(IN THOUSANDS)
INTABEX
DIMON HOLDINGS PRO FORMA PRO FORMA
Incorporated WORLD WIDE S.A. ADJUSTMENT ADJUSTED
(Note 2)
_____________ _______________ __________ _________
<S> <C> <C> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $35,575 $83,708 ($78,048)a $41,256
21 b
Notes receivable 2,679 0 2,679
Trade receivables, net of allowances 213,461 252,207 381 b 466,049
Inventories: 0
Tobacco 310,674 288,506 9 b 579,189
(20,000)m
Other 25,824 6,988 89 b 32,901
Advances on purchases of tobacco 98,813 112,649 (444)b 211,018
Recoverable income taxes 2,392 0 2,392
Prepaid expenses and other assets 17,732 13,610 103 b 31,445
_____________ _______________ __________ _________
Total current assets 707,150 757,668 (97,889) 1,366,929
Investments and other assets 47,687 30,573 (17,411)b 60,849
Intangible assets 55,482 18,007 153,502 a 208,984
(18,007)e
Property, Plant and Equipment, net 227,594 81,054 18,494 b 337,701
(10,000)c
20,000 p
559 b
Deferred taxes and other deferred charges 21,648 0 21,648
_____________ _______________ __________ _________
Total Assets $1,059,561 $887,302 $49,248 $1,996,111
============= ============== ========= ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Notes payable $52,717 $467,099 $1,000 b $601,816
78,984 k
2,016 o
Accounts payable 105,631 95,798 479 b 201,908
Advances from customers 34,035 33,960 23 68,018
Accrued expenses 29,254 6,136 35,390
Income taxes 22,714 4,201 26,915
Long-term debt current 9,320 84,849 (78,984)k 15,185
_____________ _______________ __________ _________
Total current liabilities 253,671 692,043 3,518 949,232
_____________ _______________ __________ _________
Long-term debt 391,436 54,914 140,000 a 586,350
_____________ _______________ __________ _________
Deferred income taxes, compensation
and other benefits 65,824 6,275 299 b 72,398
_____________ _______________ __________ _________
Minority interests in subsidiaries 525 1,431 1,956
_____________ _______________ __________ _________
Commitments and contingencies 0 0 0
_____________ _______________ __________ _________
Shareholder's Equity
Common Stock 138,762 80,650 (80,650)d 176,832
38,070 a
Retained Earnings 210,127 61,130 (61,130)d 210,127
Equity-currency conversions 588 (9,141) 9,141 d 588
Minimum pension liability (1,372) 0 0 (1,372)
_____________ _______________ __________ _________
Total shareholder's equity 348,105 132,639 (94,569) 386,175
_____________ _______________ __________ _________
Total Liabilities and Shareholders' Equity $1,059,561 $887,302 $49,248 $1,996,111
============= ============== ========= ==========
See accompanying notes to unaudited pro forma financial information
</TABLE>
- - - 31 -
<PAGE>
<TABLE>
DIMON Incorporated
UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 1997
(IN THOUSANDS)
INTABEX
DIMON HOLDINGS PRO FORMA PRO FORMA
Incorporated WORLD WIDE S.A. ADJUSTMENT ADJUSTED
(Note 2)
_____________ ______________ __________ __________
<C> <C> <C> <C>
<S>
Sales and other operating revenues $2,337,492 $843,806 $1,450 b 3,182,748
Cost of goods and services sold 2,068,303 714,494 (1,284)b 2,781,513
_____________ ______________ __________ __________
269,189 129,312 2,734 401,235
Selling, administrative and
general expenses 121,181 65,461 3,838 f 189,426
(1,054)g
Restructuring and merger related costs 9,792 0 9,792
_____________ ______________ __________ __________
Operating income (loss) 138,216 63,851 (50) 202,017
Interest expense 39,502 51,675 8,750 h 104,454
5,328 I
9 b
(810)l
_____________ ______________ ___________ __________
Income (loss) before income taxes 98,714 12,176 (13,327) 97,563
Income taxes 38,928 5,421 (5,184)j 39,165
Income (loss) applicable to minority
interest 164 (782) (618)
Equity in net income (loss) of investee
companies, net of tax 651 1,166 (1,161)b 656
_____________ ______________ __________ __________
Net income (loss) $60,273 $8,703 (9,304) $59,672
============= ============== ========= ==========
Net income (loss) per share, primary * $1.41 $1.35
Weighted average number of shares 42,648 44,349 n
outstanding
* Computation of fully diluted earnings per share is anti-dilutive
See accompanying notes to unaudited pro forma financial information
</TABLE>
- - - 32 -
<PAGE>
DIMON Incorporated
Notes to Unaudited Pro Forma Condensed Financial Information
On April 1, 1997, DIMON Incorporated ("DIMON") acquired all
the outstanding capital stock and other rights of Intabex Holdings
Worldwide S.A. ("Intabex"), a privately-owned Luxembourg holding
company. Intabex maintains coordination and service offices in
Wokingham, England, near London. It owns and operates leaf
tobacco buying, processing and exporting operations in principal
tobacco markets around the world including the United States,
Brazil, Argentina, Malawi, Italy and Thailand. An Intabex
subsidiary, Compania de Filipinas (CdF), is one of the two
major suppliers of premium cigar leaf and other dark air-cured
tobaccos to the resurgent cigar industry in the United States
and Europe. Separately, a Zimbabwe company that is a
wholly-owned subsidiary of DIMON, acquired certain tobacco
assets from an Intabex affiliated company in Zimbabwe.
Intabex is a major supplier of Zimbabwean and other African
grown tobacco to the cigarette industry.
The $264.19 million aggregate purchase price for Intabex,
the Zimbabwe assets and other rights acquired consisted of
1.70 million shares of DIMON common stock, $140 million in
10-year, 6.25 percent subordinated debentures convertible
into 4.866 million DIMON shares $28.77 per share, and $86.12
million in cash. The source of cash was working capital of
DIMON. Intabex's shareholders, Folium Inc., Tabacalera, S.A.
and Leaf Management Investments Ltd., have agreed to idemnify
DIMON against certain liabilities in connection with the
acquisition of Intabex, subject to a maximum of $90 million.
DIMON may set-off any such liabilities against $90 million of
the debentures held by Folium and Tabacalera. The amount of
debentures subject to set-off declines in stages, with $15
million subject to set-off after October 1, 1998, through
July 31, 1999, and $10 million subject to set-off from
August 1, 1999, through April 1, 2000, subject to extension
with respect to outstanding claims. A DIMON subsidiary in
Zimbabwe is entitled to similar indemnification and set-off
rights in connection with the Zimbabwe tobacco assets
purchased, subject to a maximum of $12 million. Pursuant
to the Stock Purchase Agreement, the purchase price is
subject to post-closing adjustments in certain circumstances.
The unaudited pro forma financial information is presented
for illustrative purposes only and is not necessarily
indicative of the financial position or results of
operations of DIMON that would have occurred if the
transaction had been consummated on the dates indicated
in the unaudited pro forma condensed balance sheet and
statement of operations. No adjustments have been made
to reflect the benefit of any synergies that may occur as
a result of the integration of the businesses of DIMON and
Intabex or miscellaneous non-recurring costs of that
integration. The pro forma financial information should
be read in conjunction with DIMON's historical consolidated
financial statements and the notes thereto included in its
Annual Report for the fiscal year ended June 30, 1996,
and its Quarterly Reports on Form 10-Q for the quarters
ended September 30 and December 31, 1996, and March 31,
1997, and with the historical consolidated financial
statements and the notes thereto of Intabex included
elsewhere herein.
- - - 33 -
<PAGE>
DIMON Incorporated
Notes to Unaudited Pro Forma Condensed Financial Information (continued)
1. Basis of Preparation:
The accompanying unaudited pro forma condensed financial statements
have been prepared using the purchase method of accounting to reflect
the acquisition of Intabex by DIMON for a purchase price of $256.12
million (excluding $12 million of Zimbabwean assets and including
$3.9 million of other transaction costs). Intabex has not previously
prepared interim financial statements. Therefore, the accompanying
unaudited pro forma financial information is presented using Intabex's
audited financial statements for their fiscal year ended March 31,
1997 and unaudited financial information for the twelve months ended
March 31, 1997 for DIMON. DIMON calculated its results of
operations for the twelve months ended March 31, 1997 using the
unaudited results of operations for the nine months ended March 31,
1997 plus the audited results of operations for the year ended
June 30, 1996 less the unaudited results of operations for the nine
months ended March 31, 1996. In addition, the unaudited pro forma
financial information is presented assuming the acquisition occurred
on April 1, 1996 for purposes of the unaudited pro forma condensed
statement of operations and March 31, 1997 for the unaudited pro forma
condensed balance sheet.
The accompanying pro forma financial information is based on
preliminary allocations of the fair market values of assets
and liabilities acquired. Final allocation of the purchase
price or adjustments to the purchase price, may result in
adjustments to the amounts reported herein.
2. Pro Forma Adjustments
a. In connection with the acquisition, the Company
incurred the following ($000's):
Cash paid $ 78,048
6.25% convertible debentures issued 140,000
Value of 1.7 million shares of
common stock issued 38,070
________
Total consideration 256,118
Estimated fair value of net assets
acquired from Intabex 102,616
________
Goodwill $153,502
========
The estimated fair value of net assets acquired from Intabex are
comprised of the following:
Equity of Intabex at March 31, 1997 $132,639
Less: Property, plant and equipment excluded
from the acquisition (Adjustment c.) (10,000)
Intangible assets (Adjustment e.) (18,007)
Inventory revaluation (Adjustment m.) (20,000)
Unamortized discount on long term
debt (Adjustment o.) (2,016)
Add: Revaluation of fixed assets
(Adjustment p.) 20,000
---------
$102,616
=========
- - - 34 -
<PAGE>
DIMON Incorporated
Notes to Unaudited Pro Forma Condensed Financial Information (continued)
b. Consolidation of Eastern North Carolina Leaf Processors
Incorporated which was previously accounted for as an
investment by both DIMON and Intabex.
c. Elimination of Property, Plant and Equipment related to
Intabex which was excluded from acquisition.
d. Elimination of common shareholders' equity accounts of
Intabex.
e. Elimination of goodwill and other intangible assets of
Intabex. Amount relates to $13.898 million of
goodwill and $4.109 million of long-term debt
placement costs which were on the books of Intabex as
of March 31, 1997. The long-term debt was refinanced
by DIMON in connection with the acquisition. See
adjustment k. below.
f. Amortization of goodwill on a straight-line basis over
40 years.
g. Elimination of amortization of goodwill and other
intangible assets recorded by Intabex.
h. Annual interest charges on $140 million of 6.25%
convertible debentures issued in connection with the
acquisition which matures on April 1, 2007.
i. Lost interest income on cash paid in connection
with the acquisition.
j. Income taxes relating to the pro forma income statement
adjustments.
k. Reclassification of Intabex debt refinanced by DIMON
in connection with the acquisition.
l. Reduction of interest charges relating to adjustment k.
m. Reflects adjustment to Intabex's inventory to reflect
estimated fair value and to conform application of lower of
cost or market valuation.
n. Increase in weighted average number of shares
outstanding due to issuance of 1.7 million shares of
common stock in connection with the acquisition.
o. Unamortized discount on long term debt which was
refinanced by DIMON in connection with the
acquisition.
p. Revaluation of fixed assets for estimated fair
market values.
- - - 35 -
<PAGE>
<TABLE>
<CAPTION>
Index To Exhibits
-----------------
Company(ies) Page
Exhibit Consents of Intabex Auditors
- - ------- ---------------------------- -------------------------------------------------- ------
<S> <C> <C> <C>
23.1 Ernst & Young LLP Intabex Holdings Worldwide.. . . . . . . . . . . . 39
Raleigh, NC S.A.
23.2 Price Waterhouse Intabex (Malawi) Limited . . . . . . . . . . . . . 40
Lilongwe, Malawi
23.3 Price Waterhouse International Tobacco (Malawi) . . . . . . . . . . 41
Blantyre, Malawi Limited
23.4 Price Waterhouse International Timbers Limited. . . . . . . . . . . 41
Blantyre, Malawi
23.5 Nanayakkara & Co. Intabex Lanka Limited. . . . . . . . . . . . . . . 42
Sri Lanka
23.6 John A. Geddes Intabex Trading Limited. . . . . . . . . . . . . . 43
Belgium
23.7 Peat Marwick Mercantile-Filipinus Inc.. . . . . . . . . . . . . 44
Philippines
23.8 Peat Marwick Maerks-Filipinus, Inc. . . . . . . . . . . . . . . 45
Philippines
23.9 Peat Marwick Maerks-Filipinus Crewing, Inc. . . . . . . . . . . 46
Philippines
23.10 Peat Marwick Mercantile Ocean Maritime
Philippines Co. (Filipinus) Inc.. . . . . . . . . . . . . . . 47
23.11 Peat Marwick Fomento del Comercio del Cafe, S.A.. . . . . . . . 48
Madrid
23.12 Price Waterhouse Domitab S.A. . . . . . . . . . . . . . . . . . . . 49
Santo Domingo
23.13 Bureau Sugee S C B E. . . . . . . . . . . . . . . . . . . . . . 50
France
</TABLE>
- - - 36 -
<PAGE>
<TABLE>
<CAPTION>
Index To Exhibits
-----------------
Company(ies) Page
Exhibit Reports of Intabex Auditors
- - ------- ---------------------------- -------------------------------------------------- ------
<S> <C> <C> <C>
99.1 Price Waterhouse International Tobacco (Malawi) . . . . . . . . . . 51
Lilongwe, Malawi Limited
99.2 Price Waterhouse International Timbers Limited . . . . . . . . . . 52
Blantyre, Malawi Limited
99.3 Price Waterhouse International Timbers Limited. . . . . . . . . . . 53
Blantyre, Malawi
99.4 Nanayakkara & Co. Intabex Lanka Limited. . . . . . . . . . . . . . . 54
Sri Lanka
99.5 John A. Geddes Intabex Trading Limited. . . . . . . . . . . . . . 55
Belgium
99.6 Peat Marwick Mercantile-Filipinus Inc.. . . . . . . . . . . . . 56
Philippines
99.7 Peat Marwick Maerks-Filipinus, Inc. . . . . . . . . . . . . . . 57
Philippines
99.8 Peat Marwick Maerks-Filipinus Crewing, Inc. . . . . . . . . . . 58
Philippines
99.9 Peat Marwick Mercantile Ocean Maritime
Philippines Co. (Filipinus) Inc.. . . . . . . . . . . . . . . 59
99.10 Peat Marwick Fomento del Comercio del Cafe, S.A.. . . . . . . . 60
Madrid
99.11 Price Waterhouse Domitab S.A. . . . . . . . . . . . . . . . . . . . 61
Santo Domingo
99.12 Bureau Sugee S C B E. . . . . . . . . . . . . . . . . . . . . . 62
France
</TABLE>
- - - 37 -
<PAGE>
Signatures
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the
undersigned thereunto duly authorized.
June 16, 1997 DIMON Incorporated
By: /s/ Jerry L. Parker
_____________________
Name: Jerry L. Parker
Title: Vice President-
Controller
- - - 38 -
<PAGE>
Exhibit 23.1
------------
Exhibit 23 - Consent of Ernst & Young LLP
We consent to the incorporation by reference in the
Registration Statements on Form S-8 (Nos. 33-93172,
33-91364, 33-93162, 33-93174, 33-93170, and 33-
93168) of DIMON Incorporated of our report dated May
16, 1997, with respect to the consolidated financial
statements of Intabex Holdings Worldwide SA for the
years ended March 31, 1997, 1996 and 1995 in this
Current Report on Form 8-K of DIMON Incorporated
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Raleigh, North Carolina
June 16, 1997
- - - 39 -
<PAGE>
Exhibit 23.2
------------
Exhibit 23.2 - Consent of Price Waterhouse
We consent to the incorporation by reference in the
Registration Statements Form S-8 (Nos. 33-93172, 33-
91364, 33-93162, 33-93174, 33-93170, and 33-93168)
of DIMON Incorporated of our report dated 7 May
1997, with respect to the financial statements of
Intabex (Malawi) Limited (not included separately
herein) in this Current Report on Form 8-K of DIMON
Incorporated.
/s/ Price Waterhouse
Certified Public Accountants
Lilongwe
Malawi
10 June 1997
- - - 40 -
<PAGE>
Exhibit 23.3
and
Exhibit 23.4
------------
CONSENT OF PRICE WATERHOUSE
We consent to the incorporation by reference in the
Registration Statements Form S-8 (Nos. 33-93172, 33-
91364, 33-93162, 33-93174, 33-93170, and 33-93168)
of DIMON Incorporated of our report dated 11 April,
1997, for the years ended March 31 1997, 1996 and
1995 with respect to the financial statements of
International Tobacco (Malawi) Limited and
International Timbers Limited (not included
separately herein) in this Current Report on Form 8-
K of DIMON Incorporated.
/s/ PRICE WATERHOUSE
Blantyre, Malawi
June 10, 1997
- - - 41 -
<PAGE>
Exhibit 23.5
------------
NANAYAKKARA & CO.
(CHARTERED ACCOUNTANTS)
Auditors Consent Information
- - ----------------------------
We consent to the incorporation by reference in the
Registration Statements Form S-8 (Nos. 33-93172, 33-
91364, 33-93162, 33-93174, 33-93170 and 33-93168) of
DIMON Incorporated of our Report dated June 10th
1997, for the years ended 31st March 1997, 1996 and
1995 with respect to the Financial Statements of
Intabex (Lanka) Limited (not included separately
herein) in this Current Report of Form 8-K of DIMON
Incorporated.
Colombo Sri Lanka /s/ Nanayakkara & Co.
June 10, 1997. Chartered Accountants.
- - - 42 -
<PAGE>
Exhibit 23.6
------------
Exhibit 23 - Consent of John A. Geddes,
- - ---------------------------------------
Chartered Accountant
--------------------
I consent to the incorporation by reference in the
Registration Statements Form S-8 (Nos. 33-93172, 33-
91364, 33-93162, 33-93174, 33-93170 and 33-93168) of
DIMON Incorporated of my report dated, April 10, 1997
with respect to the financial statements of lntabex
Trading Ltd (not included separately herein) in this
Current Report on Form 8-K of DIMON Incorporated.
/s/ John A. Geddes
Chartered Accountant
Brussels, Belgium.
June 10, 1997
- - - 43 -
<PAGE>
Exhibit 23.7
------------
K P M G Fernandez, Santos & Lopez
Certified Public Accountants
Auditors' consent
We consent to the incorporation by reference in the
Registration Statements Form S-8 (nos. 33-93172, 33-
91364, 33-93162, 33-93174, 33-93170, and 33-93168)
of Dimon Incorporated of our reports dated December
31, 1996, 1995 and 1994, with respect to the
financial statements of Mercantile-Filipinas Inc. in
this Current Report on Form 8-K of Dimon
Incorporated.
Office: Manila, Philippines Firm: /s/KPMG Fernandez, Santos & Lopez
Date: June 10, 1997 Partner: /s/ Wilfredo Z. Palad
- - - 44 -
<PAGE>
Exhibit 23.8
------------
K P M G Fernandez, Santos & Lopez
Certified Public Accountants
Auditors' consent
We consent to the incorporation by reference in the
Registration Statements Form S-8 (nos. 33-93172, 33-
91364, 33-93162, 33-93174, 33-93170, and 33-93168)
of Dimon Incorporated of our reports dated December
31, 1996, 1995 and 1994, with respect to the
financial statements of Maersk-Filipinas Inc. in
this Current Report on Form 8-K of Dimon
Incorporated.
Office: Manila, Philippines Firm: /s/KPMG Fernandez, Santos & Lopez
Date: June 10, 1997 Partner: /s/ Wilfredo Z. Palad
- - - 45 -
<PAGE>
Exhibit 23.9
------------
K P M G Fernandez, Santos & Lopez
Certified Public
Accountants
Auditors' consent
We consent to the incorporation by reference in the
Registration Statements Form S-8 (nos. 33-93172, 33-
91364, 33-93162, 33-93174, 33-93170, and 33-93168) of
Dimon Incorporated of our reports dated December 31,
1996, 1995 and 1994, with respect to the financial
statements of Maersk-Filipinas Crewing, Inc. in this
Current Report on Form 8-K of Dimon Incorporated.
Office: Manila, Philippines Firm: /s/KPMG Fernandez, Santos & Lopez
Date: June 10, 1997 Partner: /s/ Wilfredo Z. Palad
- - - 46 -
<PAGE>
Exhibit 23.10
-------------
K P M G Fernandez, Santos & Lopez
Certified Public Accountants
Auditors' consent
We consent to the incorporation by reference in the
Registration Statements Form S-8 (nos. 33-93172, 33-
91364, 33-93162 33-93174, 33-93170, and 33-93168) of
Dimon Incorporated of our reports dated December 31,
1996, 1995 and 1994, with respect to the financial
statements of Mercantile Ocean Maritime Co.
(Filipinas) Inc. in this Current Report on Form 8-K of
Dimon Incorporated.
Office: Manila, Philippines Firm: /s/KPMG Fernandez, Santos & Lopez
Date: June 10, 1997 Partner : /s/ Wilfredo Z. Palad
- - - 47 -
<PAGE>
Exhibit 23.11
-------------
Peat Marwick
Exhibit 23 - Consent of KPMG Peat Marwick
- - -----------------------------------------
We consent to the incorporation by reference in the
Registration Statements Form S-8 (Nos. 33-93172, 33-
91364, 33-93162, 33-93174, 33-93170 and 33-93168) of
DIMON Incorporated of our auditors' report dated March
14, 1997 for the years ended December 31,.1996, 1995,
1994 and 1993 with respect to the annual accounts of
Fomento del Comercio del Cafe, S.A. (not included
separately herein) in this Current Report on Form 8-K
of DIMON Incorporated.
/s/ Peat Marwick y Cia
Madrid, Spain
June 10, 1997
- - - 48 -
<PAGE>
Exhibit 23.12
-------------
Price Waterhouse
Report of Independent Accountants
June 10, 1997
Consent of Price Waterhouse
We consent to the incorporation by reference in the
Registration Statements Form S-8 (Nos. 33-93172, 33-
91364, 33-93162, 33-93174, 33-93170 and 33-93168) of
Dimon Incorporated of our audit report dated May 8,
1997, which covers the three-year period ended March
31, 1997, 1996 and 1995, with respect to the
financial statements of Domitab, S.A. (not included
separately herein) in this current Report of Form 8-
K of Dimon Incorporated.
/s/ Price Waterhouse
- - - 49 -
<PAGE>
Exhibit 23.13
------------
SEGEC
Audit
CONSENT OF SEGEC AUDIT
We consent to the incorporation by reference in the
Registration Statements Form S-8 (Nos. 33-93172, 33-913162,
33-93174, 33-93170 and 33-93168) of DIMON Incorporated of
our reports dated the April 3, 1995, February 15, 1996,
February 24, 1997, for the years ended December 31, 1994,
1995 and 1996, with respect to the financial statements of
SCBE (not included separately herein) in this Current Report
Form 8-K of DIMON Incorporated.
/s/ SEGEC AUDIT
REICHSTETT, France
June 10, 1997
- - - 50 -
<PAGE>
Exhibit 99.1
------------
Price Waterhouse
Report of the Auditors
To the Members of
Intabex (Malawi) Limited
We have examined the accounting records of Intabex
(Malawi) Limited and the financial statements as of
31 Much 1995, 1996 and 1997 (not included separately
herein) in accordance with approved auditing
standards, and in accordance with approved auditing
standards generally accepted in the United States of
America.
In our opinion, the financial statements comply with
Malawi accounting standards, have been properly
prepared in accordance with provisions of the
Companies Act, Cap.46:03 and give a true and fair
view of the state of affairs of the company and of
its associated companies at 31 March 1995,1996 and
l997 and of their results and cash flows for the
years then ended so far as concerns the members of
the company.
/s/ Price Waterhouse
Certified Public Accountants
Lilongwe
7 May 1997
- - - 51 -
<PAGE>
Exhibit 99.2
------------
Price Waterhouse
AUDITORS' REPORT
To the Members of
INTERNATIONAL TOBACCO (MALAWI) LIMITED
We have examined the accounting records of
International Tobacco (Malawi) Limited and the
financial statements as of 31 March 1997, 1996 and
1995 (not included separately herein) in accordance
with approved auditing standards and in accordance
with auditing standards generally accepted in the
United States of America.
In our opinion the financial statements comply with
Malawi accounting standards, have been properly
prepared in accordance with the provisions of the
Companies Act Cap. 46:03 and give a true and fair
view of the state of affairs of the company and of
the group at 31 March 1997, 1996 and 1995 and of
their results and source and application of funds
(cash flows) for the years then ended.
/s/ Price Waterhouse
CERTIFIED PUBLIC ACCOUNTANTS
BLANTYRE
11 April 1997
- - - 52 -
<PAGE>
Exhibit 99.3
------------
Price Waterhouse
AUDITORS' REPORT
To the Members of
INTERNATIONAL TIMBERS LIMITED
We have examined the accounting records of
International Timbers Limited and the financial
statements as of 31 March 1997, 1996 and 1995 (not
included separately herein) in accordance with
approved auditing standards and in accordance with
auditing standards generally accepted in the United
States of America.
In our opinion the financial statements comply with
Malawi accounting standards, have been properly
prepared in accordance with the provisions of the
Companies Act Cap. 46:O3, and give a true and fair
view at the state of the company's affairs at 31 March
1997, 1996 and 1995 and of its results and source and
application of funds (cash flows) for the years then
ended.
/s/ Price Waterhouse
CERTIFIED PUBLIC ACCOUNTANTS
BLANTYRE
11 April 1997
- - - 53 -
<PAGE>
Exhibit 99.4
------------
NANAYAKKARA & CO.
(CHARTERED ACCOUNTANTS)
AUDITORS REPORT
TO THE MEMBERS OF INTABEX LANKA LIMITED
- - ---------------------------------------
We have examined the Balance Sheets ( Not included
separately herein) of INTABEX LANKA LIMITED, as at
31st March 1997, 1996 and 1995 the Profit and Loss
Accounts, the Statements of cash flow for the years
then ended and the related Notes there to
Our examinations were made in accordance with Sri
Lanka Auditing Standards. We have obtained all the
information and explanations which to the best of
our knowledge and belief were necessary for purpose
of our Audits.
In our opinion, so far as appears from our
examinations, proper books of account have been
maintained by the Company and to the best of our
information and according to explanations given to
us, the said Balance Sheets, Profit and Loss
Accounts and the Statements of Cash Flow which are
in agreement therewith, read together with Notes
referred to therein:
a) Provide the information required by the
Companies Act No. 17 of 1982, and,
b) Respectively give a true and fair view of the
state of the Company's affairs as at 31st March,
1997, 1996 & 1995 and of its Profit/Loss, and Cash
Flow for the years then ended, in conformity with
International and generally accepted accounting
principles applied on a basis consistent with that
of the preceding year.
We further report that according to information
available to us, no Director of the Company is
directly or indirectly interested in a contract with
the Company.
COLOMBO /s/NANAYAKKARA & CO.,
DATE: 10/6/97 CHARTERED ACCOUNTANTS.
- - - 54 -
<PAGE>
Exhibit 99.5
John A. Geddes ------------
Chartered Accountant
Place Rouppe 16
1000 BRUSSELS
AUDITOR'S REPORT TO THE SHAREHOLDERS
------------------------------------
OF "INTABEX TRADING LIMITED"
---------------------------
I have audited the financial statements of lntabex
Trading Limited for the years ended March 31, 1997
and 1996 (not included separately herein) which have
been prepared under the historical cost convention
and the accounting policies set out in the notes
thereto.
Respective responsibilities of directors and auditors
- - -----------------------------------------------------
The company's directors are responsible for the
preparation of financial statements. It is my
responsibility to form an independent opinion, based
on my audits, on those statements and to report my
opinion to you.
Basis of opinion
- - ----------------
I conducted the audits in accordance with United
States generally accepted Auditing Standards. An
audit includes examination, on a test basis, of
evidence relevant to the amounts and disclosures in
the financial statements. It also includes an
assessment of the significant estimates and
judgments made by the directors in the preparation
of the financial statements, and of whether the
accounting policies are appropriate to the company's
circumstances, consistently applied and adequately
disclosed.
I planned and performed my audits so as to obtain
all the information and explanations which I
considered necessary in order to provide myself with
sufficient evidence to give reasonable assurance
that the financial statements are free from material
misstatement, whether caused by fraud or other
irregularity or error. In forming my opinion I also
evaluated the overall adequacy of the presentation
of information in the financial statements.
Opinion
- - -------
In my opinion the financial statements, whose
balance sheets show total assets of $25,215,866
(1997) and $16,977,868 (1996), with a profit of
$376,748 (1997) and a loss of $363,984 (1996) and
which are drawn up in conformity with United States
generally accepted accounting principles, present
fairly the state of the company's affairs as at
March 31, 1997 and 1996 and of its profit/loss for
the periods then ended.
/s/ John A. Geddes
Chartered Accountant
1O April 1997
- - - 55 -
<PAGE>
Exhibit 99.6
------------
K P M G Fernandez, Santos & Lopez
Report of Independent Auditors
The Board of Directors and Stockholders
Maersk-Filipinas Inc.
900 Romualdez Street,
Ermita, Manila
We have audited the balance sheets of Maersk-Filipinas
Inc. as of December 31, 1996, 1995 and 1994, and the
related statements of income, shareholders' equity and
cash flows for each of the three years in the period
ended December 31, 1996. These financial statements
are the responsibility of the Company's management.
Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards in the Philippines, which
are generally the same as those in the United States.
Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the
financial statements are free of material
misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes
assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement
presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to
above present fairly, in all material respects, the
financial position of Maersk-Filipinas Inc. as of
December 31, 1996, 1995 and 1994, and the results of
its operations and its cash flows for each of the
three years in the period ended December 31, 1996 in
conformity with generally accepted accounting
principles in the Philippines.
/s/ Fernandez, Salos & Lopez
City of Makati
Philippines
April 24,1997
- - - 56 -
<PAGE>
Exhibit 99.7
------------
K P M G Fernandez, Santos & Lopez
Report of Independent Auditors
The Board of Directors and Stockholders
Mercantile-Filipinas Inc.
900 Ramualdez Street,
Ermita, Manila
We have audited the balance sheets of Mercantile-
Filipinas Inc. as of December 31, 1996, 1995 and 1994,
and the related statements of income, shareholders'
equity and cash flows for each of the three years in
the period ended December 31, 1996. These financial
statements are the responsibility of the Company's
management. Our responsibility is to express an
opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally
accepted auditing standards in the Philippines, which
are generally the same as those in the United States.
Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the
financial statements are free of material
misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes
assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement
presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to
above present fairly, in all material respects, the
financial position of Mercantile-Filipinas Inc. as of
December 31, 1996, 1995 and 1994, and the results of
its operations and its cash flows for each of the
three years in the period ended December 31, 1996 in
conformity with generally accepted accounting
principles in the Philippines.
/s/ Fernandez, Salos & Lopez
City of Makati
Philippines
April 24, 1997
- - - 57 -
<PAGE>
Exhibit 99.8
------------
K P M G Fernandez, Santos & Lopez
Report of Independent Auditors
The Board of Directors and Stockholders
Maersk-Filipinas Crewing, Inc.
900 Romualdez Street,
Ermita, Manila
We have audited the balance sheets of Maersk-Filipinas
Crewing, Inc. as of December 31, 1996, 1995 and 1994,
and the related statements of income, shareholders'
equity and cash flows for each of the three years in
the period ended December 31, 1996. These financial
statements are the responsibility of the Company's
management. Our responsibility is to express and
opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally
accepted auditing standards in the Philippines, which
are generally the same as those in the United States.
Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the
financial statements are free of material
misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes
assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement
presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to
above present fairly, in all material respects, the
financial position of Maersk-Filipinas Crewing Inc. as
of December 31, 1996, 1995 and 1994, and the results
of its operations and its cash flows for each of the
three years in the period ended December 31, 1996 in
conformity with generally accepted accounting
principles in the Philippines.
/s/ Fernandez, Salos & Lopez
City of Makati
Philippines
April 24,1997
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<PAGE>
Exhibit 99.9
------------
K P M G Fernandez, Santos & Lopez
Report of Independent Auditors
The Board of Directors and Stockholders
Mercantile Ocean Maritime Co. (Filipinas) Inc.
900 Romualdez Street,
Ermita, Manila
We have audited the balance sheets of Mercantile Ocean
Maritime Co. (Filipinas) Inc. as of December 31, 1996,
1995 and 1994, and the related statements of income,
shareholders' equity and cash flows for each of the
three years in the period ended December 31, 1996.
These financial statements are the responsibility of
the Company's management. Our responsibility is the
express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally
accepted auditing standards in the Philippines, which
are generally the same as those in the United States.
Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the
financial statements are free of material
misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes
assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement
presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to
above present fairly, in all material respects, the
financial position of Mercantile Ocean Maritime Co.
(Filipinas) Inc. as of December 31, 1996, 1995 and
1994, and the results of its operations and its cash
for each of the three years in the period ended
December 31, 1996 in conformity with generally
accepted accounting principles in the Philippines.
/s/ Fernandez, Salos & Lopez
City of Makati
Philippines
April 24, 1997
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<PAGE>
Exhibit 99.10
-------------
K P M G Peat Marwick
Auditors' Report on the Annual Accounts
To the Shareholders of
Fomento del Comercio del Cafe', S.A.
We have audited the annual accounts (not included
separately herein) of Fomento del Comercio del Cafe,
S.A. (the Company) which comprise the balance sheets
at December 31, 1996, 1995, 1994 and 1993, the related
statement of profit and loss for the years then ended
and the notes thereto, the preparation of which is the
responsibility of the Company's Board of Directors.
Our responsibility is to express an opinion on the
annual accounts taken as a whole, based on our
examination, which was conducted in accordance with
generally accepted auditing standards in Spain, which
do not differ in any material respects from generally
accepted auditing standards in USA, and which require
examining , on a test basis, evidence supporting the
amounts in the annual accounts and assessing the
appropriateness of their presentation, of the
accounting principles applied and of the estimates
employed.
In our opinion, these annual accounts present fairly,
in all material respects, the shareholders' equity and
financial position of Fomento del Comercio del Cafe,
S.A. at December 31, 1996, 1995, 1994 and 1993 and the
results of its operations and source and application
of funds for the years then ended, and contain
sufficient information necessary for their adequate
interpretation and understanding, in accordance with
generally accepted accounting principles in Spain
applied on a basis consistent with that of the
preceding year.
The Directors' reports for 1996, 1995, 1994 and 1993
(not included separately herein) contains such
explanations as the Directors consider relevant to the
situation of the Company, the evolution of its
business and other matters, and are not an integral
part of the annual accounts. We have verified that
the accounting information contained therein is
consistent with that disclosed in the respective
annual accounts. Our work as auditors is limited to
the verification of the Directors' reports within the
scope described in this paragraph and does not
include a review of information other than that
obtained from the Company's accounting records.
/s/ Peat Marwick y Cia
/s/ Hilario Albarracin Santa Cruz
March 14, 1997
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<PAGE>
Exhibit 99.11
-------------
Price Waterhouse
Report of Independent Accountants
May 8, 1997
To the Board of Directors and
Stockholders of
Domitab, S.A.
We have audited the balance sheets (not included
separately herein) of Domitab, S.A. as of March 31,
1997, 1996 and 1995, and the related statements of
income, shareholder's equity (accumulated loss) and
cash flows (not included separately herein) for the
three years in the period ended March 31, 1997
ended. These financial statements are the
responsibility of the Company's management. Our
responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards in the United States of
America. Those standards require that we plan and
perform the audit to obtain reasonable assurance
about whether the financial statements are free of
material misstatement. An audit includes examining
on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit
also includes assessing the accounting principles
used and significant estimates made by management,
as well as evaluating the overall financial
statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to
above present fairly, in all material respects, the
financial position of Domitab, S.A. at March 31,
1997, 1996 and 1995, and the results of its
operations and its cash flows for the three years in
the period ended March 31, 1997 in conformity with
generally accepted accounting principles in the
Dominican Republic.
/s/ Price Waterhouse
- - - 61 -
<PAGE>
Exhibit 99.12
-------------
SEGEC
AUDIT
REPORT OF INDEPENDENT AUDITORS
Board of Directors
SCBE,
As the legal closing date of the accounts of SCBE is
the 31st December, we certified the accounts as of
December 31, 1996, 1995 and 1994, and performed a
limited review of the accounts as of March 31, 1997,
1996 and 1995.
We have audited the SCBE balance sheets (not included
separately herein) of SCBE as of December 31, 1996,
1995 and 1994, and the related statements of income,
shareholders' equity and cash flows (not included
separately herein) for the three years in the period
ended December 31, 1996. These financial statements
are the responsibility of the Company's management.
Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards in France which are
generally the same as those in the United States.
Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether
the financial statements are free of material
misstatement. An audit includes examining on a test
basis, evidence supporting the amounts and
disclosures in the financial statements. An audit
also includes assessing the accounting principles
used and significant estimates made by management, as
well as evaluating the overall financial statement
presentation. We believe that our provide a
reasonable basis for our opinion.
In our opinion, the financial statement referred to
above present fairly, in all material respects, the
financial position of SCBE at December 31, 1996, 1995
and 1994, and the results of its operations and its
cash flows for the years in the period ended December
31, 1996 in conformity with generally accepted
accounting principles in France.
/s/ SEGEC AUDIT
Strasbourg, FRANCE, FRANCE
May 22,1997
- - -62 -
<PAGE>
