COMMISSION FILE NUMBER 1-13684
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DIMON Incorporated
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Incorporated under the laws of
| I.R.S. Employer
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VIRGINIA
| Identification No. 54-1746567
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512 Bridge Street, Danville, Virginia 24541
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Telephone Number (434)792-7511
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
| Name of Exchange On Which Registered
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Common Stock (no par value)
| New York Stock Exchange
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Common Stock Purchase Rights
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Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
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Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [X] No [ ]
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The aggregate market value of Common Stock held by non-affiliates of the registrant (based upon the closing sale price quoted by The New York Stock Exchange) on December 31, 2003, was approximately $296,000,000. In determining this figure, the registrant has assumed that all of its directors and officers, and all persons known to it to beneficially own ten percent or more of its Common Stock, are affiliates. This assumption shall not be deemed conclusive for any other purpose. As of June 7, 2004, there were 45,161,954 shares of Common Stock outstanding.
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INFORMATION INCORPORATED BY REFERENCE
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Certain information contained in the July 14, 2004 Proxy Statement for the Annual Meeting of Shareholders (to be held August 26, 2004) of the registrant is incorporated by reference into Part III hereof.
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Special Note Regarding Forward Looking Statements
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This report on Form 10-K, including the sections entitled “Item 1. Business” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Act of 1934. Statements that are not historical facts, including statements about our beliefs or expectations, are forward-looking statements. These statements are based on our plans, estimates and projections at the time we make the statements, and you should not place undue reliance on them. In some cases, you can identify forward-looking statements by the use of forward-looking terms such as “may,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,”
“predict,” “potential,” or other similar terms.
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Forward-looking statements involve inherent risks and uncertainties. We caution you that a number of important factors could cause actual results to differ materially from those contained in or suggested by any forward-looking statement. These factors include, among others: general economic and business conditions; weather conditions; crop yields; competition; the regulatory actions of U.S., foreign and local governments; foreign currency exchange and interest rate fluctuations; the loss of significant customers or a substantial reduction in orders from customers; industry trends, including continued customer consolidation and changes in customer buying and inventory practices; availability, terms and deployment of capital; ability to increase prices; production capacity constraints and other economic, business, competitive and/or regulatory factors affecting our operations discussed
in this report. See also “Factors that May Affect Future Results.”
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All forward-looking statements in this report on Form 10-K are qualified by these cautionary statements and are made only as of the date of this report. We undertake no obligation, other than as required by law, to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
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PART I
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ITEM 1. BUSINESS
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AVAILABLE INFORMATION
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Our website address is www.dimon.com. We make available free of charge through our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission.
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THE COMPANY
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DIMON Incorporated believes it is the second largest independent leaf tobacco merchant in the world and ships tobacco to manufacturers of cigarettes and other consumer tobacco products in approximately 90 countries around the world.
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BUSINESS DESCRIPTION
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Product
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The world's large multinational cigarette manufacturers, with one exception, rely primarily on independent leaf tobacco merchants such as DIMON to supply the majority of their leaf tobacco needs. Leaf tobacco merchants select, purchase, process, store, pack, ship and, in certain developing markets, provide agronomy expertise and financing for growing leaf tobacco. Our revenues are primarily comprised of sales of processed tobacco and fees charged for processing and related services to manufacturers of tobacco products around the world. We do not manufacture cigarettes or other consumer tobacco products.
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We deal primarily in flue-cured, burley, and oriental tobaccos that are used in international brand cigarettes. International brand cigarettes include Virginia cigarettes that contain only flue-cured tobaccos as well as American blend cigarettes. American blend cigarettes contain approximately 50% flue-cured, 37% burley and 13% oriental tobacco, contain less tar and nicotine and taste milder than locally produced cigarettes containing dark and semi-oriental tobacco historically consumed in certain parts of the world. Several of the large multinational cigarette manufacturers have expanded their operations throughout the world, particularly in Asia, Central and Eastern Europe and the former Soviet Union, in order to increase their access to and penetration of international brand cigarette markets.
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-2-
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As cigarette manufacturers expand their global operations, we believe that demand will increase for local sources of leaf tobacco and local tobacco processing and distribution, primarily due to the semi-perishable nature of unprocessed leaf tobacco and the existence of domestic content laws in certain countries. We believe that the international expansion of the large multinational cigarette manufacturers will cause these manufacturers to place greater reliance on the services of financially strong leaf tobacco merchants with the ability to source and process tobacco on a global basis and to help develop higher quality local sources of tobacco by improving local agronomic practices.
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Geographic Regions of Operation
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We have developed an extensive international network through which we purchase, process and sell tobacco. In addition to our processing facilities in Virginia and North Carolina, we own or have an interest in processing facilities in Brazil and Zimbabwe, the two most significant non-U.S. exporters of flue-cured tobacco, Malawi and Mexico, two of the leading non-U.S. exporters of burley tobacco, and Bulgaria, Greece, Kyrgyzstan, Macedonia and Turkey, the leading exporters of oriental tobacco. We also have processing facilities in Germany, Indonesia, Italy, Tanzania and Thailand. We have historically contracted with third parties for the processing of tobacco in certain countries including Argentina, Canada, Chile, China, Congo, Guatemala, India, Spain and certain countries of the former Soviet Union. In addition, we have entered into contracts, joint ventures and other arrangements for the purchase
of tobacco grown in substantially all other countries that produce export-quality flue-cured and burley tobacco, including Argentina, Canada, China and India.
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We purchase tobacco in more than 40 countries. Although a significant portion of the dollar value of tobacco we purchase is produced in the United States, the relative importance of tobacco grown overseas to our profitability has increased steadily. During the nine months ended March 31, 2004, approximately 26% of the dollar value of tobacco we purchased was purchased in the United States. The recent decreases in U.S. tobacco purchases, due to the shift to direct contract buying, are discussed in "Purchasing" below. Approximately 15%, 8%, 6%, 5% and 4% of the dollar value of tobacco we purchased during fiscal 2004 was purchased in Brazil, Zimbabwe, China, Argentina and Turkey, respectively. The remaining 36% was purchased in more than 35 different countries with no single country accounting for more than 4%.
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Through our wholly-owned subsidiary, Compania General de Tabacos de Filipinas S.A. ("CdF"), we are also a leading international dealer in dark tobaccos typically used for cigars and smokeless tobacco products. CdF maintains its administrative and sales headquarters in Barcelona, Spain, and has operations in the major dark tobacco producing countries including Cameroon, Colombia, Dominican Republic, Indonesia, Northern Brazil, Paraguay and the Philippines.
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Purchasing
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Tobacco is purchased at auction or directly from growers. In the United States, flue-cured and burley tobacco crops were traditionally sold at public auction, but these markets have undergone a fundamental change in recent years. There has been a significant shift from auction markets to purchasing directly from growers ("direct contract buying"). The U.S. Department of Agriculture has reported that approximately 75% of both the 2003 U.S. flue-cured and U.S. burley tobacco crops were sold through direct contract buying. A number of our significant U.S. customers now purchase green tobacco directly from the growers. Although the tobacco purchased directly from growers by our customers has continued to be processed in our U.S. facilities, we no longer take ownership of that tobacco and no longer record sales revenues associated with its resale. Under the direct contract buying system, purch
asers generally buy a farmer’s entire tobacco crop. The majority of our purchases of U.S. flue-cured and burley tobacco are made through the direct contract buying system where we buy the farmer’s entire crop. With respect to tobacco purchased by us through this system (and to which we still take title), we assume the risk of matching the quantities and grades needed by our customers to the entire crop we must purchase under contract. As a result, we work closely with our customers in advance of the crop to estimate our customer requirements and use these estimates as the basis to contract tobaccos directly from farmers. However, this arrangement has increased the possibility that we may accumulate inventories of grades of tobacco that our customers do not need. With respect to tobacco purchased directly by our customers (and to which we do not take title), the customer assumes the risk of loss of such tobacco while it is located at our facilities or enroute to and from our
facilities. When we purchase under an auction system, we continue to purchase tobaccos primarily to match specific customer orders. See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Factors that May Affect Future Results.”
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-3-
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Production and sales of U.S. tobacco have declined significantly in recent years. The price of U.S. flue-cured and burley tobacco is supported under an industry-funded federal government quota system that also regulates tobacco production. The price support system has caused U.S. grown tobacco to be much more expensive than most non-U.S. tobacco, resulting in a declining trend in both exports and purchases by U.S. manufacturers. See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Factors that May Affect Future Results.”
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Other principal auction markets include Canada, Malawi and Zimbabwe. We usually purchase tobacco at those auction markets after receiving specific customer orders or indications of customers' upcoming needs. Our network of tobacco buyers allows us to cover the major auctions of flue-cured and burley tobacco throughout the world. These buyers are experts in differentiating hundreds of grades of tobacco based on customer specifications and preferences that take into account, among other factors, the texture, visual appearance and aroma of the tobacco.
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In non-auction markets such as Argentina, Brazil, Bulgaria, China, Greece, Guatemala, Indonesia, Italy, Kyrgystan, Mexico, Spain, Tanzania, Thailand and Turkey, we purchase tobacco directly from growers or from local entities that have arranged for purchase from growers. We often make these direct purchases based upon our projection of the needs of our long-standing customers rather than against specific purchase orders. Our arrangements with growers vary from locale to locale depending on our predictions of future supply and demand, local historical practice and availability of capital. For example, in Brazil, we generally contract to purchase a grower's entire tobacco crop at the market price per grade at the time of harvest based on the quality of the tobacco delivered. Pursuant to these purchase contracts, we provide growers with fertilizer and other materials necessary to grow tobacco an
d may either directly loan or guarantee Brazilian rural credit loans to growers to finance the crop. Under longer-term arrangements with growers, we may also finance or guarantee financing on growers' construction of curing barns. In addition, our agronomists maintain frequent contact with growers prior to and during the growing and curing seasons to provide technical assistance to improve the quality and yield of the crop. In other non-auction markets, such as Argentina and China, we buy tobacco from local entities that have purchased tobacco from growers and supervise the processing of that tobacco by those local entities. We believe that our long-standing relationships with our customers are vital to our purchasing operations outside of the auction markets.
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Processing
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We process tobacco to meet each customer's specifications as to quality, yield, chemistry, particle size, moisture content and other characteristics. We operate tobacco processing facilities in 29 countries. Unprocessed tobacco is a semi-perishable commodity that generally must be processed within a relatively short period of time to prevent fermentation or deterioration in quality. Accordingly, we have located our processing facilities in proximity to our principal sources of tobacco.
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Upon arrival at our processing plants, flue-cured and burley tobacco is first reclassified according to grade. Most of that tobacco is then blended to meet customer specifications regarding color, body and chemistry, threshed to remove the stem from the leaf and further processed to produce strips of tobacco and sieve out small scrap. We also sell a small amount of processed but unthreshed flue-cured and burley tobacco in loose-leaf and bundle form to certain customers.
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Processed flue-cured and burley tobacco is redried to remove excess moisture so that it can be held in storage by customers or us for long periods of time. After redrying, whole leaves, bundles, strips or stems are separately packed in cases, bales, cartons or hogsheads for storage and shipment. Packed flue-cured and burley tobacco generally is transported in the country of origin by truck or rail, and exports are moved by ship. Prior to and during processing, steps are taken to ensure consistent quality of the tobacco, including the regrading and removal of undesirable leaves, dirt and other non-tobacco related material. Customer representatives are frequently present at our facilities to monitor the processing of their particular orders. Throughout the processing, our technicians use laboratory test equipment for quality control to ensure that the product meets all customer specificat
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In the United States we process tobacco acquired by various stabilization cooperatives under the domestic price support program. We can derive significant revenues from the fees charged for these processing services, particularly in years when a substantial portion of the domestic tobacco crop is acquired by such cooperatives under the program. While these revenues are not material to our net sales, they result in additional recovery of fixed costs that may be significant to gross profit. See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Factors that May Affect Future Results.”
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Customers and Selling Arrangements
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Customers
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We ship tobacco to manufacturers of cigarettes and other consumer tobacco products located in approximately 90 countries around the world. We ship to international locations designated by these manufacturers. A majority of the shipments of tobacco are to factories of these manufacturers that are located outside the United States. In certain countries, we also use commissioned agents to supplement our selling efforts.
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The consumer tobacco business in most markets is dominated by a relatively small number of large multinational cigarette manufacturers and by government controlled entities. Of our 2004, 2003, and 2002 sales and other operating revenues, approximately 16%, 21% and 22%, respectively, were to various tobacco customers which we have been led to believe are owned by or under common control of Japan Tobacco Inc. and approximately 18%, 17% and 13%, respectively, were to various tobacco customers which we have been led to believe are owned by or under common control of Altria Group, Inc. No other customer accounts for more than 10% of our sales. We generally have maintained relationships with our customers for over sixty years. In fiscal 2004, we delivered approximately 22% of our tobacco sales to customers in the United States, approximately 38% to customers in Europe and the remainder to customers
located in Asia, Africa and elsewhere.
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The number of manufacturers has declined in recent years due to consolidation. The loss of, or a substantial reduction in the services provided to, any one or more significant customers could have a material adverse effect on our financial condition or results of operations.
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Selling Arrangements
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We typically make most of our leaf tobacco purchases pursuant to customer orders or supply contracts or customer indications of anticipated need, with most purchases made based on indications. Customers are legally bound to purchase tobacco purchased by us pursuant to orders, but no contractual obligation exists with respect to tobacco purchased in response to indications. However, we have done business with most of our customers for many years and have never experienced a significant failure of customers to purchase tobacco for which they have given indications.
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We have three agreements with major customers to process and, with respect to one customer, purchase and process, a certain portion of each customer's U.S. tobacco requirements. Generally, the agreements establish a framework for pricing our services (which generally is negotiated with respect to crop year, grade of tobacco leaf or type of service provided based on market prices), but two of these agreements do not provide for minimum purchases and are terminable upon reasonable notice. None of the contracts are individually material to our business as a whole, and we have no other significant supply agreements with our customers.
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Our normal customer sales terms are either cash against documents, payment against invoice or customer letter of credit. Most of our sales throughout the world are denominated in U.S. dollars. While we can receive payment for tobacco sold after we have processed and shipped it, most of the larger customers advance payments to us throughout the buying season as we purchase tobacco for the customers' accounts.
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Competition
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The leaf tobacco industry is highly competitive. Competition among leaf tobacco merchants is based primarily on the price charged for products and services as well as the merchant's ability to meet customer specifications in the buying, processing and financing of tobacco. In addition, there is competition in all countries to buy the available leaf tobacco and in many areas, total leaf tobacco processing capacity exceeds demand.
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Currently, there are three major global independent leaf tobacco merchants, including DIMON, and all are dependent upon a few large cigarette manufacturing customers. The primary global independent leaf tobacco merchants are Universal Corporation, DIMON and Standard Commercial Corporation. We believe that, based on revenues, we rank second among these global independent leaf tobacco merchants. We further believe that among these global independent leaf tobacco merchants, we have the largest or second largest operations in Argentina, Brazil, China, Greece, Guatemala, Mexico, Spain, Thailand, Turkey and Zimbabwe. Universal's operations in the United States, Brazil and Africa are considerably greater than ours.
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In addition to the three primary global independent leaf tobacco merchants, the cigarette manufacturers increasingly buy tobacco directly from farmers, and other industry players are entering the leaf purchasing and processing business. We face increasing competition from new local and regional independent leaf merchants with low fixed costs and overhead and good customer connections at the local level. These new independent merchants are buying an increasing portion of the crops in certain international markets, particularly Brazil, where the new entrants have been able to capitalize in the global transition to that market. In the United States, the Flue-Cured Tobacco Stabilization Cooperative (“FCTSC”) has announced its intention to purchase the Vector facility in Roxboro, North Carolina. That facility will enable the FCTSC to process tobacco and manufacture cigarettes.
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Seasonality
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The purchasing
and processing activities of our tobacco business are seasonal. Flue-cured
tobacco grown in the U.S. is purchased generally during the five-month
period beginning in July and ending in November. U.S.-grown burley
tobacco is purchased usually from late November through January or February.
Tobacco grown in Brazil is purchased usually from January through
July. Other markets around the world have similar purchasing periods,
although at different times of the year.
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Mature
tobacco, prior to being processed and packed, is a semi-perishable commodity.
The production cycle for redrying and packing is relatively short.
For example, flue-cured tobacco in the U.S. is generally processed,
packed and invoiced within the same five-month period (July through November)
that it is purchased. During this period, inventories of unprocessed
tobacco, inventories of redried tobacco and trade accounts receivable
normally reach peak levels in succession. Current liabilities, particularly
advances from customers and short-term notes payable to banks, normally
reach their peak in this period as a means of financing the seasonal expansion
of current assets. Increasing amounts of U.S.-grown burley and foreign
tobacco are now being processed in periods other than July through November,
reducing the seasonal fluctuations in working capital. At March
31, the end of our fiscal year, the seasonal components of our working
capital reflect primarily the operations related to foreign grown tobacco.
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Research and Development
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We routinely
cooperate with both our customers and the manufacturers of the equipment
used in our processing facilities to improve processing technologies.
However, no material amounts are expended for research and development,
and we hold no material patents, licenses, franchises, or concessions.
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Employees
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Our consolidated
entities employed approximately 4,100 persons, excluding seasonal employees,
in our worldwide operations at March 31, 2004. In the U.S. operations,
our consolidated entities employed approximately 400 employees at March
31, 2004. During processing periods the seasonal employees in the
United States would number approximately 900. Most U.S. seasonal
employees are covered by collective bargaining agreements with two local
labor unions. None of our full-time employees are covered by collective
bargaining agreements with the exception of approximately 40 factory personnel.
In the non-U.S. operations, our consolidated entities employed approximately
3,700 persons, excluding approximately 12,000 seasonal employees, at March
31, 2004. We consider our employee relations to be satisfactory.
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Government Regulation
and Environmental Compliance
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See “Management’s
Discussion and Analysis of Financial Condition and Results of Operations
- Factors that May Affect Future Results” for a discussion of government
regulation. Currently there are no material estimated capital expenditures
related to environmental control facilities.
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Financial Information
about Industry Segments, Foreign and Domestic Operations, and Export
Sales
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We operate
in one segment, the tobacco business. We purchase, process, sell
and store leaf tobacco. Financial information concerning our reporting
is included in Note L to the "Notes to Consolidated Financial Statements."
Information with respect to our working capital appears in "Management's
Discussion and Analysis of Financial Condition and Results of Operations
– Liquidity and Capital Resources."
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EXECUTIVE OFFICERS OF DIMON INCORPORATED
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The following information is furnished with respect to the Company’s executive officers who were serving in the capacities indicated as of March 31, 2004. Executive officers serve at the pleasure of the Board of Directors and are elected at each annual organizational meeting of the Board.
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NAME
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Brian J. Harker
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| Chairman and Chief Executive Officer
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Steven B. Daniels
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| President and Chief Operating Officer
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James A. Cooley
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| Senior Vice President - Chief Financial Officer
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H. Peyton Green, III
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| Executive Vice President – Sales Director
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Don C. Hare
| 49
| Vice President - Human Resources
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Thomas C. Parrish
| 56
| Senior Vice President - Chief Legal Officer and Secretary
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The business experience summaries provided below for the Company’s executive officers describe positions held by the named individuals during the last five years.
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Brian J. Harker was elected Chairman and Chief Executive Officer in March 2003. Mr. Harker served as President and Chief Executive Officer from May 1999 to February 2003. He held the position of President and Chief Operating Officer from March 1999 to April 1999.
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Steven B. Daniels was elected President and Chief Operating Officer in March 2003. Previously, he was Senior Vice President – Operations Director from October 2001 until February 2003. Mr. Daniels held the position of Senior Vice President-Regional Director Latin America/Africa from March 1999 to October 2001.
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James A. Cooley has held the position of Senior Vice President – Chief Financial Officer since February 1999.
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H. Peyton Green, III was appointed Executive Vice President – Sales Director in November 2003. Previously, he served as Senior Vice President – Sales Director from October 2001 to November 2003. Mr. Green held the position of Senior Vice President – Sales and Marketing from November 1998 to October 2001.
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Don C. Hare has served as Vice President – Human Resources since January 2001. Prior to joining DIMON, he was employed by Ensco Marine, an offshore oil rig leasing company, as Manager of Human Resources from October 2000 to January 2001. Mr. Hare worked as a general human resources and environmental health & safety consultant from October 1999 until October 2000. He held the position of Vice President-Human Resources and Environmental Health & Safety for Citizens Utilities, a regulated utility and telecommunications company from July 1997 to October 1999.
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Thomas C. Parrish was appointed Senior Vice President – Chief Legal Officer & Secretary in October 2001. Previously, he served as Senior Vice President – Corporate Affairs & Secretary from November 1999 to October 2001. Mr. Parrish held the position of Senior Vice President – Corporate Affairs from October 1997 to November 1999.
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ITEM 2. PROPERTIES
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Following is a description of our material properties
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Corporate
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Our corporate headquarters are located in Danville, Virginia.
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Facilities
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We operate each of our tobacco processing plants for seven to nine months during the year to correspond with the applicable harvesting season. While we believe our processing facilities have been efficiently utilized, we have conducted a strategic review to compare our production capacity and organization with the major transition occurring in global sourcing of tobacco. We also believe our domestic processing facilities and certain foreign processing facilities have the capacity to process additional volumes of tobacco if required by customer demand.
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The following is a listing of the various material properties used in operations all of which are owned by us:
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LOCATION
| USE
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SQUARE FEET
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UNITED STATES
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DANVILLE, VA.
| FACTORY/STORAGE
| 1,867,000
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FARMVILLE, N.C.
| FACTORY/STORAGE
| 895,000
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LAKE CITY, S.C.
| STORAGE
| 252,000
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ROCKY MOUNT, N.C.
| FACTORY/STORAGE
| 239,000
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SOUTH AMERICA
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VENANCIO AIRES, BRAZIL
| FACTORY/STORAGE
| 1,141,000
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SANTA CRUZ, BRAZIL
| FACTORY/STORAGE
| 896,000
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VERA CRUZ, BRAZIL
| STORAGE
| 311,000
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AFRICA
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HARARE, ZIMBABWE
| FACTORY/STORAGE
| 1,080,000
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LILONGWE, MALAWI
| FACTORY/STORAGE
| 796,000
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MOROGORO, TANZANIA
| FACTORY/STORAGE
| 741,000
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LUBUMBASHI, DEMOCRATIC REPUBLIC OF CONGO
| STORAGE
| 288,000
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EUROPE
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IZMIR, TURKEY
| FACTORY(2)/STORAGE
| 898,000
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SPARANISE, ITALY
| FACTORY/STORAGE
| 466,000
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THESSALONIKI, GREECE
| FACTORY/STORAGE
| 414,000
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KARLSRUHE, GERMANY
| FACTORY/STORAGE
| 236,000
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ASIA
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LAMPHUN, THAILAND
| FACTORY/STORAGE
| 186,000
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ITEM 3. LEGAL PROCEEDINGS
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In October 2001, the Directorate General for Competition (DGCOMP) of the European Commission (EC) began conducting an administrative investigation into certain tobacco buying and selling practices alleged to have occurred within the leaf tobacco industry in Spain and Italy. We believe that the DGCOMP may be conducting similar investigations in other countries. Our subsidiaries in Spain (Agroexpansion) and Italy (DIMON Italia) are cooperating with the DGCOMP. Based on our understanding of the facts pertaining to the activities of Spanish and Italian tobacco processors, including Agroexpansion and DIMON Italia, respectively, we believe there have been infringements of EU law. Agroexpansion and DIMON Italia believe that there are mitigating circumstances in the structure and traditional operation of tobacco production and processing in these markets. In December 2003 and February
2004, the EC issued Statements of Objections (“the Statements”) relating to buying practices in Spain and Italy, respectively. The Statements allege that the buying practices of the tobacco processors and producers in Spain and Italy constitute infringements of EU competition laws. The Statements indicated that the EC intends to assess administrative penalties, but did not provide any indication as to what those penalties may be. Both Agroexpansion and DIMON Italia have filed a response to the Statements of Objections relating to Spain and Italy, respectively. The EU conducted an oral hearing on the Spanish matter in March 2004 and has scheduled an oral hearing for the Italian matter during June. Although it is impossible to assess the amount of any penalties at this time, they could be material to our financial condition or results of operations. We believe that the cooperation of our subsidiaries with the DGCOMP during its investigations could result in a reduction
of the amount of any penalties that otherwise could be imposed.
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In September 2002, the Argentina National Commission for Defense of Competition (“NCDC”) began an administrative inquiry into the tobacco and cigarette industry in Argentina. Our subsidiary in Argentina, DIMON Argentina S.A., is cooperating with the NCDC. We cannot predict whether the inquiry will result in any further action by the NCDC.
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We recently discovered potential irregularities with respect to certain bank accounts in two countries in southern Europe and central Asia. Our Audit Committee of the Board of Directors engaged an outside law firm to conduct an investigation of activity relating to these accounts. That investigation revealed that, although the amounts involved were not material and had no material impact on our historical financial statements, there have been payments from these accounts that may have violated the U.S. Foreign Corrupt Practices Act. We voluntarily reported the payments to the appropriate U.S. authorities. We have closed the accounts in question and are implementing personnel changes and other measures designed to prevent similar situations in the future, including the addition of new finance and internal audit staff in Europe and enhancement of existing training programs.
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ITEM 3. LEGAL
PROCEEDINGS (Continued)
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If
the U.S. authorities determine that there have been violations of the
Foreign Corrupt Practices Act, they may seek to impose sanctions on us
that may include injunctive relief, disgorgement, fines, penalties and
modifications to business practices. It is not possible to predict
at this time whether the authorities will determine that violations have
occurred, and if they do, what sanctions they might seek to impose. It
is also not possible to predict how the government’s investigation
or any resulting sanctions may impact our business, results of operations
or financial performance, although any monetary penalty assessed may be
material to our results of operations in the quarter in which it is imposed.
We will continue to cooperate with the authorities in these matters.
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ITEM 4. SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
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None.
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PART II
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ITEM 5. MARKET
FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER
MATTERS
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DIMON Incorporated's
common stock is traded on the New York Stock Exchange, under the ticker
symbol "DMN." The Common Stock began trading on the NYSE
on April 3, 1995.
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The following
table sets forth for the periods indicated the high and low reported sales
prices of the Common Stock as reported by the NYSE and the amount of dividends
declared per share for the periods indicated.
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DIMON
Common Stock
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High
|
Low
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Dividends
Declared
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Nine Months Ended
March 31, 2004
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Third Quarter
|
$ 7.25
|
$6.28
|
$.075
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Second Quarter
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7.60
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6.40
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.075
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First Quarter
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7.46
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6.53
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.075
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Year Ended June 30,
2003
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Fourth Quarter
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$ 7.44
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$5.69
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$.075
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Third Quarter
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7.50
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5.60
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.075
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Second Quarter
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6.60
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5.35
|
.075
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First Quarter
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7.00
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5.45
|
.05
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As of March
31, 2004, there were approximately 5,945 shareholders, including approximately
5,069 beneficial holders of DIMON Incorporated's Common Stock. DIMON
pays dividends quarterly.
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We are
subject to certain restrictions on our ability to pay dividends. See
"Management's Discussion and Analysis of Financial Condition and
Results of Operations – Factors that May Affect Future Results."
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-9-
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ITEM 6. SELECTED FINANCIAL DATA
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FIVE-YEAR FINANCIAL STATISTICS
DIMON Incorporated and Subsidiaries
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| | Nine Months
| |
(in thousands, except per share amounts
| Ended
| Years Ended June 30,
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and number of stockholders)
| March 31, 2004
| 2003
| 2002
| 2001
| 2000
|
Summary of Operations
| | | | | |
Sales and other operating revenues
| $835,291
| $1,268,752
| $1,255,741
| $1,396,275
| $1,465,369
|
Restructuring and asset
| | | | | |
impairment charges (recovery)
| 29,480
| -
| -
| (1,384)
| (211)
|
Income (loss) from continuing
| | | | | |
operations before cumulative
| | | | | |
effect of accounting changes
| | | | | |
and extraordinary item
| (32,868)
| 26,280
| 27,476
| 24,997
| 17,988
|
Cumulative effect of accounting
| | | | | |
changes, net of income taxes
| -
| -
| -
| (103)
| -
|
Extraordinary item -
| | | | | |
Iraqi receivable recovery,
| | | | | |
net of income taxes
| -
| 1,777
| -
| -
| -
|
Net Income (Loss)
| $(32,868)
| $ 28,057
| $ 27,476
| $ 24,894
| $ 17,988
|
| | | | | |
Per Share Statistics
| | | | | |
Basic Earnings (Loss) Per Share:
| | | | | |
Income (loss) from continuing
| | | | | |
operations before cumulative
| | | | | |
effect of accounting changes
| | | | | |
and extraordinary item
| $ (.73)
| $ .59
| $ .62
| $ .56
| $ .40
|
Net income (loss)
| (.73)
| .63
| .62
| .56
| .40
|
| | | | | |
Diluted Earnings (Loss) Per Share:
| | | | | |
Income (loss) from continuing
| | | | | |
operations before cumulative
| | | | | |
effect of accounting changes
| | | | | |
and extraordinary item
| (.73)*
| .58*
| .61*
| .56*
| .40*
|
Net income (loss)
| (.73)*
| .62*
| .61*
| .56*
| .40*
|
| | | | | |
Dividends paid
| .225
| .275
| .20
| .20
| .20
|
Book value
| 9.19
| 10.16
| 9.74
| 9.23
| 9.06
|
| | | | | |
Balance Sheet Data
| | | | | |
Working capital (1)
| $ 418,983
| $ 436,544
| $ 429,059
| $ 172,863
| $ 433,735
|
Total assets
| 1,357,404
| 1,353,152
| 1,277,090
| 1,182,089
| 1,266,749
|
Revolving Credit Notes and
| | | | | |
Other Long-Term Debt (1)
| 347,681
| 351,569
| 328,883
| 128,641
| 400,856
|
Convertible Subordinated
| | | | | |
Debentures
| 73,328
| 73,328
| 73,328
| 73,328
| 73,328
|
Stockholders' equity
| 414,885
| 454,573
| 434,663
| 411,539
| 403,504
|
| | | | | |
Other Data
| | | | | |
Ratio of Earnings to Fixed Charges (2)
| -
| 1.69
| 1.75
| 1.61
| 1.44
|
Common shares outstanding at year end
| 45,162
| 44,737
| 44,640
| 44,575
| 44,525
|
Number of stockholders at year end (3)
| 5,945
| 5,946
| 6,025
| 4,611
| 4,899
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* Assumed conversion of Convertible Debentures at the beginning of the period has an antidilutive effect on earnings per
share. For the nine months ended March 31, 2004, all outstanding restricted stock and stock options are excluded because
their inclusion would have an antidilutive effect on the loss per share.
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(1) Working capital increased in fiscal 2002 due to the issuance of long-term debt which was used to refinance both the
current portion of long-term debt and other short-term debt. See Note F to the "Notes to Consolidated Financial
Statements."
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(2) In 2004, fixed charges exceeded earnings by approximately $35.7 million.
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(3) Includes the number of stockholders of record and non-objecting beneficial owners.
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-10-
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
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Executive Overview
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The following executive overview is intended to provide significant highlights of the discussion and analysis that follows.
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Operating Results
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From the outset of our shortened fiscal year we anticipated that our financial results would be relatively weak due to the ongoing major transition in global sourcing of leaf tobacco. Specifically, we anticipated that fiscal 2004 would be negatively affected by ongoing crop declines in both the United States and Zimbabwe. Due to the shortened year, we were unable to benefit from much larger South American crops which would have substantially offset this negative impact. As the year progressed, that situation was aggravated by weather related declines in prior year crops in both Brazil and Malawi. These global conditions resulted in lower sales and other operating revenues.
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Our financial results further suffered from the effect of the profoundly weak U.S. dollar, which inflated our reported selling, administrative and general expenses and depressed gross profits on our largely U.S. dollar denominated global sales. Our gross profit for the 2004 fiscal year also reflects a $4.5 million lower-of-cost-or-market charge against inventories during the third quarter, most of which relates to Italian operations where the anticipated U.S. dollar revenue generated from the tobacco, in comparison to the Euro-denominated costs to produce that tobacco, did not justify the inventory’s carrying value.
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Restructuring and Asset Impairment Charges
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As a consequence of the ongoing transition in global sourcing of leaf tobacco and over-capacity within certain markets of the industry, we initiated a strategic review in the period to adjust our production capacity and organization to better match current requirements. This review resulted in restructuring and asset impairment charges of $29.5 million in fiscal 2004. The major initiatives are highlighted below followed by further discussion. See Note B to the “Notes to Consolidated Financial Statements.”
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● United States and European fixed asset impairment charges, primarily machinery and equipment, were $16.8 million and severance and other costs for employees notified were $1.7 million.
A restructuring plan designed to improve long-term profitability was approved by our Board of Directors. The decision to implement this restructuring plan, especially the closure of our Danville processing facility, has been a difficult one and we regret the dislocation it will inevitably cause our employees. However, we expect that the non-competitive leaf prices for U.S. grown tobacco will continue to diminish the volume of tobacco available to process in this country, and that consolidating our U.S. production into a single facility will enable us to continue to compete effectively while serving our customers. In Europe, the expected reduction or elimination of EU subsidies to tobacco growers will make these markets extremely challenging, and we are exiting those European markets that show insufficient growth and profitability opportunities. As a result of these actions in the United States and Europe, we also expect
to incur additional severance charges, estimated at $7 million, in our 2005 fiscal year.
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● In Zimbabwe, fixed asset impairment charges, relating to land and buildings no longer used in operations, were $4.9 million.
Although we remain committed to Zimbabwe as a major source of good quality, reasonably priced leaf tobacco, diminished forecasted cash flows related to the continued political and social instability in that country have impaired the value of certain non-production assets there.
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● Impairment charges related to a non-tobacco investment totaled $6.1 million.
The results for the third quarter also reflect additional asset impairment charges in connection with an investment in a newly consolidated U.S.-based non-tobacco business. These charges include asset impairment charges of $.7 million and $5.4 million for goodwill impairment.
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Covenant Compliance
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As a consequence of our weak financial results at March 31, 2004, we were again unable to remain in compliance with the consolidated fixed charge coverage ratio covenant in our syndicated bank credit facility. As explained in more detail under “Liquidity and Capital Resources” we obtained a waiver and amendment resetting the required coverage ratio to lower but escalating levels through fiscal year 2005.
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Outlook
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We will continue to focus on regions of the world that are growing in market importance in an effort to achieve profitable financial results. We believe that the restructuring plans should position us to better capitalize on anticipated larger crops in South America, and allow us to focus on delivering outstanding customer service, exercise expense discipline and maintain a strong balance sheet over the long term. Although we are optimistic about the longer-term effects of our restructuring plans, it is too early to quantify the benefits that facility consolidation and strategic sourcing will have on our cost structure.
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-11-
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
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Change in Fiscal Year
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On June 23, 2003, our Board of Directors adopted a change in fiscal year end from June 30 to March 31. The primary purpose of the change is to better match the financial reporting cycle with natural global crop cycles for leaf tobacco. Our predecessor companies selected the June 30 fiscal year end many years ago when operations were substantially domestic because it matched the U.S. crop cycle. However, given the importance of our international operations today, particularly those in South America, a March 31 year-end is a more appropriate fiscal end. As a result of this change, we are reporting a nine month transition year ending March 31, 2004. Our new fiscal year 2005 commenced on April 1, 2004. In order to facilitate comparison with the nine month period ended March 31, 2004, we have provided condensed consolidated financial data for the nine month period ended March 31, 2003 (unaudited) in Not
e A to the “Notes to Consolidated Financial Statements.”
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General
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DIMON was formed through the April 1, 1995 merger of Dibrell Brothers, Incorporated (established in 1873) and Monk-Austin, Inc. (established in 1907). We believe that we are the world's second largest independent purchaser and processor of leaf tobacco.
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Critical Accounting Policies and Estimates
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The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions or conditions.
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Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and potentially result in materially different results under different assumptions and conditions. Our critical accounting policies have been reviewed with the Audit Committee of the Board of Directors.
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Inventories
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Inventories are valued at the lower of cost or market. Inventories are reviewed and written down for changes in market value based on assumptions related to future demand and worldwide and local market conditions. If actual demand and market conditions vary from those projected by management, additional write downs to lower of cost or market value may be required. Inventory write downs as of March 31, 2004 and June 30, 2003 were $7.7 million and $3.5 million, respectively.
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Income Taxes
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We operate in multiple tax jurisdictions both inside and outside the United States. Accordingly, we must estimate current income tax provisions in each of these jurisdictions as well as assess the income tax effects resulting from differing treatment of items for financial reporting and income tax purposes. We are also subject to tax audits in each of these jurisdictions, which could result in changes to estimated income tax expense. Because tax audit adjustments in certain jurisdictions can be significant, we record accruals representing our best estimate of the probable resolution of these matters. In determining the valuation allowances to establish against deferred tax assets, we consider many factors, including the specific taxing jurisdiction, any applicable loss or credit carryforward period, income tax strategies and forecasted earnings for the entities in each jurisdiction. A valuati
on allowance is recorded if, based on the weight of available evidence, we conclude that it is more likely than not that some portion or all of the deferred tax asset will not be realized. These factors could be subsequently affected by changes in future taxable income and its sources and by changes in U.S. or foreign tax laws. Our effective income tax rate could be impacted by changes in these factors. See Note J to the "Notes to Consolidated Financial Statements" for further disclosure on income taxes.
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Goodwill and Other Intangible Assets
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We test the carrying amount of goodwill annually as of the first day of the last quarter of our fiscal year and whenever events or circumstances indicate that impairment may have occurred. Impairment testing is performed in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets.” Impairment testing is based on a discounted cash flow approach to determine fair value. The determination of fair value requires significant management judgment including estimating future sales volumes, growth rates of selling prices and costs, changes in working capital, investments in property and equipment and the selection of an appropriate discount rate. We also test the sensitivities of these fair value estimates to changes in our earnings growth rate and discount rate.
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-12-
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ITEM 7. MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
AND RESULTS OF OPERATIONS (Continued)
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Critical
Accounting Policies (Continued)
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A one-percentage-point
decrease in the earnings growth rate would not indicate possible impairment.
At January 1, 2004, the discount rate would need to increase more
than 84 basis points before a possible impairment would be indicated.
If the carrying amount of the net assets exceeds fair value, a possible
impairment would be indicated. If a possible impairment is indicated,
we would estimate the implied fair value of goodwill by comparing the
carrying amount of the net assets excluding goodwill to the total fair
value. If the carrying amount of goodwill exceeds its implied fair value,
an impairment charge would be recorded. We also use judgment in assessing
whether we need to test more frequently for impairment than annually.
Factors such as unexpected adverse economic conditions, competition and
other external events may require more frequent assessments. See
Notes A and B to the “Notes to Consolidated Financial Statements”
for further disclosure of goodwill and impairment.
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We have
no intangible assets with indefinite useful lives. We have other intangible
assets with a gross carrying amount of approximately $18.7 million and
a net carrying amount of about $10.5 million. These intangibles are being
amortized over their estimated useful lives and are tested for impairment
whenever events or circumstances indicate that impairment may have occurred.
If the carrying amount of an intangible asset exceeds its fair value based
on estimated future undiscounted cash flows, an impairment loss would
be indicated. The amount of the impairment loss to be recorded would be
based on the excess of the carrying amount of the intangible asset over
its discounted future cash flows. We use judgment in assessing whether
the carrying amount of our intangible assets is not expected to be recoverable
over their estimated remaining useful lives. The factors considered are
similar to those outlined in the goodwill impairment discussion above.
See Note A to the “Notes to Consolidated Financial Statements.”
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Property
and Depreciation
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Estimating
the useful lives of property, plant and equipment requires the exercise
of management judgment, and actual lives may differ from these estimates.
Changes to these initial useful life estimates are made when appropriate.
Property, plant and equipment are tested for impairment in accordance
with SFAS No. 144, “Accounting for the Impairment or Disposal of
Long-Lived Assets,” whenever events or changes in circumstances indicate
that the carrying amounts of such long-lived assets may not be recoverable
from future cash flows. Impairment testing requires significant management
judgment including estimating the future sales volumes, growth rates for
selling prices and costs, alternative uses for the assets and estimated
proceeds from disposal of the assets. Impairment testing is conducted
at the lowest level where cash flows can be measured and are independent
of cash flows of other assets. An asset impairment would be indicated
if the sum of the expected future cash flows from the use of the asset
(undiscounted and without interest charges) is less than the carrying
amount of the asset. An impairment loss would be measured based on the
difference between the fair value of the asset and its carrying amount.
Fair value is the amount at which the asset could be bought or sold in
a current transaction between willing parties and may be estimated using
a number of techniques, including quoted market prices or valuations by
third parties, present value techniques based on estimates of cash flows,
or multiples of earnings or revenue performance measures. The fair
value of the asset could be different using different estimates and assumptions
in these valuation techniques which would increase or decrease the impairment
charge. See Note B to the “Notes to Consolidated Financial
Statements” for further disclosure of asset impairment.
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-13-
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ITEM 7. MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
AND RESULTS OF OPERATIONS (Continued)
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Critical
Accounting Policies (Continued)
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Pensions
and Postretirement Health Care and Life Insurance Benefits
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The valuation
of our pension and other postretirement health care and life insurance
plans requires the use of assumptions and estimates that are used to develop
actuarial valuations of expenses, assets and liabilities. These assumptions
include discount rates, investment returns, projected salary increases
and benefits and mortality rates. The significant assumptions used in
the calculation of pension and postretirement obligations are:
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Discount
rate: The discount rate is based on returns available on high-quality
fixed income obligations, such as those included in the Moody’s Aa
bond index.
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Salary
increase assumption: The salary increase assumption reflects our
expectations with respect to long-term salary increases of its workforce.
Historical pay increases, expectations for the future, and anticipated
inflation and promotion rates are considered in developing this assumption.
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Cash Balance
Crediting Rate: Interest is credited on cash balance accounts based
on the yield on one-year Treasury Constant Maturities plus 1%. The
assumed crediting rate thus considers the discount rate, current treasury
rates, current inflation rates, and expectations for the future.
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Mortality
Rates: Mortality rates are based on gender-distinct group annuity
mortality (GAM) tables.
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Expected
return on plan assets: The expected return reflects asset allocations,
investment strategy and our historical actual returns.
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Termination
and Retirement Rates: Termination and retirement rates are based
on standard tables reflecting past experience and anticipated future experience
under the plan. No early retirement rates are used since benefits
provided are actuarially equivalent and there are not early retirement
subsidies in the plan.
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Management
periodically reviews actual demographic experience as it compares to the
actuarial assumptions. Changes in assumptions are made if there are significant
deviations or if future expectations change significantly. Based
upon anticipated changes in assumptions, pension and postretirement expense
is expected to increase by $1.7 million in the twelve months ended March
31, 2005 as compared to the nine months ended March 31, 2004. We
continually evaluate ways to better manage benefits and control costs.
For fiscal 2005, we are considering several alternatives to our
postretirement benefits which could significantly reduce our costs. The
cash contribution to our cash balance plan in 2004 was $0.9 million and
is expected to be $0.6 million in 2005.
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The effect
of actual results differing from our assumptions are accumulated and amortized
over future periods and, therefore, generally affect our recognized expense
in such future periods. Changes in other assumptions and future investment
returns could potentially have a material impact on our pension and postretirement
expenses and related funding requirements.
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-14-
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
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Critical Accounting Policies (Continued)
|
Pensions and Postretirement Health Care and Life Insurance Benefits (Continued)
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The effect of a change in certain assumptions is shown below:
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| Estimated Change
in Projected
Benefit Obligation
Increase (Decrease)
(in 000’s)
|
|
Estimated Change in
Annual Expense
Increase (Decrease)
(in 000’s)
|
Change in Assumption (Pension Plans)
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1% increase in discount rate
|
| $ (6,958)
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| $ (428)
|
1% decrease in discount rate
|
| $ 8,046
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| $ 482
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1% increase in salary increase assumption
|
| $ 1,820
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| $ 340
|
1% decrease in salary increase assumption
|
| $ (1,571)
|
| $ (288)
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1% increase in cash balance crediting rate
|
| $ 849
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| $ 93
|
1% decrease in cash balance crediting rate
|
| $ (831)
|
| $ (87)
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1% increase in rate of return on assets
|
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| $ (237)
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1% decrease in rate of return on assets
|
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| $ 236
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Change in Assumption (Other Postretirement Benefits)
|
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1% increase in health care cost trend rates
|
| $ 1,130
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| $ 120
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1% decrease in health care cost trend rates
|
| $(1,004)
|
| $ (104)
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Contingencies
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A contingency
is an existing condition, situation, or set of circumstances involving
uncertainty that will ultimately be resolved when one or more future events
occur or fail to occur. Provisions for contingencies are required
to be established when it is probable that the future event will or will
not occur and that its impact can be reasonably estimated. When
we either are not able to make an assessment of an amount or have determined
that the probability of a loss occurring is not likely, no liability is
recorded in the consolidated financial statements for the contingency.
Provisions may be required as circumstances change with respect
to ongoing matters or as new issues emerge. See Note N to the “Notes
to Consolidated Financial Statements.”
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Accounting
Matters
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In May
2003, FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity."
Under the provisions of SFAS No. 150 certain financial instruments
that previously could be accounted for as equity must be presented as
liabilities, and assets in some cases, on the balance sheet. We
adopted this new standard July 1, 2003 and it did not have a material
effect on our financial statements.
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In December
2003, the FASB issued a revised Interpretation No. 46, Consolidation of
Variable Interest Entities (“FIN 46R”). FIN 46R requires
a new approach in determining if a reporting entity consolidates certain
legal entities referred to as variable interests entities (“VIEs”),
including joint ventures, limited liability companies and equity investments.
A VIE is an entity in which the equity investors do not have a controlling
interest or have insufficient resources to finance the entity’s activities
without receiving additional financial support from the other parties.
Under FIN 46R, consolidation of a VIE is required by the investor
with the majority of the variable interests in the entity. The revised
interpretation delays the effective date to periods ending after December
15, 2003 for special purpose entities and to periods ending after March
15, 2004 for all other types of VIE’s. The adoption of the
revised FIN 46R did not have a material effect on our financial position
or results of operations.
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-15-
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ITEM 7. MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
AND RESULTS OF OPERATIONS (Continued)
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Accounting
Matters (Continued)
|
|
In December
2003, the FASB issued a revision to FASB Statement No. 132 – Employers’
Disclosures about Pensions and Other Postretirement Benefits (“FASB
No. 132R”). The revision expands disclosures for defined benefit
plans and other postretirement plans in both annual and interim financial
statements. The effective date for FASB No. 132R is for fiscal years
ending after December 15, 2003. Interim period disclosure is required
for interim periods beginning after December 15, 2003. We adopted
the additional annual disclosure requirements as of the fiscal year ending
March 31, 2004.
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Results
of Operations
|
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Operating
Environment:
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Global
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We believe
that the global supply and demand for leaf tobacco continues to be substantially
balanced. However, there are indications that production forecasts,
if achieved, could exceed global customer demand. In addition, notable
significant tobacco production volume reductions continue in both the
United States and Zimbabwe. These reductions, as well as anticipated
future reductions in Western Europe, have created a shift in the sourcing
of customer requirements primarily to Argentina, Brazil, Asia and certain
African countries other than Zimbabwe. This has and will continue
to impact the ongoing requirements of our organizational structure and
asset base.
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Africa
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The political
and economic situations in Zimbabwe continue to present uncertainties
as the country remains in a period of civil unrest accompanied by a deteriorating
economy. A further reduction in the Zimbabwe flue-cured crop size from
85 million kilos for the 2003 crop year to approximately 60 million kilos
for the 2004 crop year has occurred; however, we are expecting to buy,
process and sell quantities similar to that handled in the 2003 crop year.
Some customers have shifted portions of their Zimbabwe purchases to Brazil,
Argentina and certain other African countries. Flue-cured and burley
production in Tanzania, Malawi, Mozambique, the Democratic Republic of
Congo and Zambia continues to expand in an effort to retain our customer
volumes shifted from Zimbabwe. Utilization of our regional processing
facilities continues with tobaccos from Mozambique, Zambia and the Democratic
Republic of Congo being packed and exported from our plants in Tanzania,
Malawi and Zimbabwe. Customer reactions to our efforts in the African
region have been positive and our traditional customer base has remained
stable.
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South
America
|
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We continue
to see excellent results in our Brazilian operation as customers shift
portions of their Zimbabwe and U.S. requirements to Brazil. Brazil is
among our largest source countries in terms of volume and revenue. We
consider this region to be a viable area for continued growth in tobacco
leaf production and customer commitment. This year Brazil has produced
the largest crop recorded in its history, and next year’s crop is
predicted to be even larger. However, processing of the current
crop has been substantially delayed due to slow delivery of tobacco by
farmers. In addition, reduced levels of imports into Brazil have
resulted in a shortage of shipping containers and vessels available for
tobacco and other exports. These shipping delays could impact the
timing of shipments between quarters in fiscal 2005. Argentina has
also benefited from the smaller crop size in Zimbabwe and is considered
as an additional reliable source to Zimbabwe, Brazil and the United States
for flavor tobaccos. The customer base for both Guatemala and Mexico
is somewhat limited by the high production costs in those countries. Our
operations in those countries generally purchase and process only to customer
orders.
|
|
|
|
Asia
|
|
The Asian
region provides our customers with a good quality product at a comparatively
lower cost. The importance of the Asian region is increasing as our customers
expand their cigarette manufacturing operations into the region. In Thailand,
we purchase and process tobacco through our own operations. In other areas
of Asia, we supervise the purchase and processing of tobacco in conjunction
with operations owned by governmental and other third parties. The demand
for Asian origin leaf continues to rise and DIMON is expanding its existing
operations to accommodate the increasing demand and to participate in
this growth.
|
|
|
|
|
|
-16-
|
|
|
|
ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL
CONDITION
AND RESULTS OF OPERATIONS (Continued)
|
|
|
|
Results
of Operations (Continued)
|
|
|
|
Operating
Environment: (Continued)
|
|
|
|
Europe
|
|
DIMON remains
active in the flue-cured and burley EU markets. The Common Agricultural
Policy (CAP) support for tobacco has recently been reformed and will have
varying impact on individual EU countries regarding subsidy payments to
producers starting in 2006. We are actively addressing the potential effects
this will have on our operations in these markets and believe there could
be material reductions in production volumes specifically in Western Europe.
We believe that Turkey will remain the most important oriental tobacco
market. As a result of the introduction of the direct contract buying
system, we anticipate crop sizes more in line with demand and a subsequent
gradual ending of the large government stocks of the past. Our other “Classical”
oriental operations including those in Greece, Bulgaria and Macedonia
continue to contribute to the region’s growth, with Macedonia and
Bulgaria being markets with a high potential to supply customers needs
in the future. To compliment the oriental market, our operations in the
“Non-Classical” semi-oriental areas of Kyrgyzstan and Moldova
continue to contribute to the total development of the region and serve
our customers. We believe DIMON has a strong presence in all the important
oriental and semi-oriental markets. We continue to evaluate our
European processing operations in order to achieve improved efficiencies
and cost reductions.
|
|
|
|
North
America
|
|
The production
of leaf tobacco in the United States currently operates under a USDA-administered
Tobacco Program that restricts supply and induces non-value added costs
into the price of farm cured, or “green” tobacco. Increasingly,
the relatively high cost of U.S. grown tobacco makes it uncompetitive
in the world market. The market for U.S. grown leaf tobaccos has
largely become limited to domestic customers, as traditional foreign buyers
have significantly reduced or eliminated these tobaccos from their product
blends. Based upon diminished U.S. crop production and processing
requirements, the Board of Directors approved the fiscal 2005 closing
of our Danville-based production facility at the completion of the
processing of the 2004 U.S. crop. This resulted in restructuring
and asset impairment charges in fiscal 2004 which is discussed further
in Note B to the “Notes to Consolidated Financial Statements.”
Further severance charges are expected in fiscal 2005. The
current U.S. market has substantially converted to direct contract purchasing
over the past several years with certain domestic customers now purchasing
their requirements directly from farmers. As a result, our U.S.
operations are increasingly focused on providing processing services to
our customers. There are legislative bills before Congress that
could eliminate the Tobacco Program with the potential effect of making
U.S. grown leaf tobacco more competitive and stabilizing production in
the country. Our Canadian operations continue to contribute to the
region’s profitability.
|
|
|
|
Dark
Tobacco
|
|
DIMON’s
dark air-cured tobacco operations service manufacturers of cigars, dark
cigarettes, chewing tobacco, pipe tobacco and roll-your-own. Strong demand
continues to exist for quality wrappers and binders for the cigar industry.
Demand for both cigar and cigarette dark filler tobaccos remains
weak, resulting in continued lower sales volumes from this type of tobacco.
Unfavorable weather related growing conditions in Northern Brazil
and Indonesia have also resulted in lower quality tobacco crops in these
countries.
|
| |
| |
|
-17-
|
|
|
|
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
|
|
Results of Operations (Continued)
|
| |
Condensed Statement of Consolidated Income
| | | | | |
| | Nine Months Ended March 31,
| | Twelve Months Ended June 30,
|
(in millions)
|
2004
| Increase/
(Decrease)
| | 2003
(unaudited)
| |
2003
| | Increase/
(Decrease)
| |
2002
|
Sales and other operating revenues
| $835.3
| $(40.3)
| | $875.6
|
| $1,268.8
| | $13.1
| | $1,255.7
|
Gross profit
| 103.2
| (35.3)
| | 138.5
|
| 207.3
| | 5.9
| | 201.4
|
Selling, administrative and general expenses
| 90.3
| 12.5
| | 77.8
|
| 116.1
| | 6.7
| | 109.4
|
Restructuring and asset impairment charges
| 29.5
| 29.5
| | -
| | -
| | -
| | -
|
Interest expense
| 32.2
| (2.1)
| | 34.3
|
| 46.9
| | (1.0)
| | 47.9
|
Interest income
| 6.4
| 3.9
| | 2.5
| | 2.9
| | (1.1)
| | 4.0
|
Derivative financial instruments
(income)/expense
|
(6.5)
|
(16.9)
| |
10.4
|
|
12.4
| |
2.2
| |
10.2
|
Income taxes (benefit)
| (0.7)
| (4.9)
| | 4.2
|
| 9.1
| | (1.1)
| | 10.2
|
Equity in net income (loss) of investee
companies
|
(0.5)
|
(0.3)
| |
(0.2)
|
|
0.3
| |
0.6
| |
(0.3)
|
Minority interests (income)
| (2.8)
| (2.9)
| | 0.1
| | (0.2)
| | (0.1)
| | (0.1)
|
Extraordinary item – Iraqi receivable recovery,
| | | | | |
| | | | |
net of $1.0 income tax
| -
| -
| | -
| | 1.8
| | 1.8
| | -
|
NET INCOME (LOSS)
| $(32.9)
| $(46.9)
| | $ 14.0
| *
| $ 28.1*
| | $ 0.6 *
| | $ 27.5
|
| |
* Amounts do not equal column totals due to rounding.
| |
| |
| |
Sales and Other Operating Revenue Supplemental Information
| |
| | Nine Months Ended March 31,
| | Twelve Months Ended June 30,
|
(in millions, except per kilo amounts)
|
2004
| Increase/
(Decrease)
|
| 2003
(unaudited)
|
|
2003
| Increase/
(Decrease)
| |
2002
|
Tobacco sales and other operating revenues:
| | |
| |
| | | | |
Sales and other operating revenues
| $798.0
| $(38.1)
|
| $836.1
|
| $1,218.0
| $ 3.8
| | $1,214.2
|
Kilos
| 269.3
| (3.2)
|
| 272.5
|
| 398.7
| 9.7
| | 389.0
|
Average price per kilo
| $ 2.96
| $(0.11)
|
| $ 3.07
|
| $ 3.05
| $ (0.07)
| | $ 3.12
|
| | |
|
|
|
|
| |
|
Processing and other revenues
| $ 37.3
| $ (2.2)
|
| $ 39.5
|
| $ 50.8
| $ 9.3
| | $ 41.5
|
Total sales and other operating revenues
| $835.3
| $(40.3)
|
| $875.6
|
| $1,268.8
| $ 13.1
| | $1,255.7
|
|
|
|
|
ITEM 7. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
AND RESULTS OF OPERATIONS (Continued)
|
| |
|
|
|
Results of Operations
(Continued)
|
|
|
|
Comparison
of the Nine Months Ended March 31, 2004 to the Nine Months Ended March
31, 2003 (Continued)
|
|
The
$2.2 million decrease in processing and other service revenues relates
to lower U.S. revenues as a result of lower quantities of customer-owned
tobacco processed.
|
|
Gross
profit as a percentage of sales decreased to 12.4% in 2004 compared
to 15.8% in 2003. Our gross profit decreased $35.3 million to $103.2
million in 2004 from $138.5 million in 2003. This decrease was primarily
due to the decreased volumes in the United States, Brazil, Zimbabwe and
Malawi. Margins in Zimbabwe were further eroded by higher product
costs. In addition to lower volumes, margins in the United States
were negatively impacted by higher insurance costs. The increased
quantities from Asia consisted of lower margin products. In Europe,
increases in margin resulting from higher quantities of oriental tobacco
were substantially offset by the impact of a poor oriental crop in Greece.
Gross profit was also negatively impacted by the 2004 $4.8 million
increase in the lower of cost or market adjustment (LCM) related to the
March 31st tobacco inventories. In 2004, we recognized a $7.7 million
LCM compared to $2.9 million LCM in 2003. The increased LCM in 2004
is primarily attributable to the impact on Greek and Italian flue-cured
and burley tobacco of both higher costs due to the relative strength of
the euro as well as decreased customer demand for these tobaccos. We believe
the decreased customer demand is a result of changes scheduled to occur
in the European Common Agricultural Policy support program. The
LCM increase in 2004 also relates to the impact of unfavorable growing
conditions in Indonesia and northern Brazil on our dark tobacco operations.
|
|
Selling,
administrative and general expenses increased $12.5 million or 16.1%
from $77.8 million in 2003 to $90.3 million in 2004. Personnel related
costs increased a net of $5.0 million primarily due to increases in salary,
retirement expense and other personnel costs offset by a decrease of $2.7
million related to incentive compensation plans. Exchange rate changes
on expenses denominated in euros, sterling and real resulted in an estimated
increase of $3.1 million. Legal and professional fees increased
$2.4 million primarily due to Sarbanes-Oxley requirements and the compression
of audit fees into the nine month fiscal year. Insurance expense
increased $1.1 million due to continued higher premium charges. Other
increases of $1.1 million relate primarily to travel.
|
|
Restructuring
and asset impairment charges were $29.5 million in 2004. These
charges are comprised of $27.8 million for asset impairments and $1.7
million for employee separations. See Note B to the “Notes
to Consolidated Financial Statements.”
|
|
Interest
expense decreased $2.1 million from $34.3 million in 2003 to $32.2
million in 2004. This change is primarily due to a $4.2 million
decrease related to lower average rates offset by a $2.1 million increase
related to higher average borrowings.
|
|
Interest
income increased $3.9 million from $2.5 million in 2003 to $6.4 million
in 2004 primarily due to higher interest rates and average cash balances
in Zimbabwe.
|
|
Derivative
financial instruments resulted in a $6.5 million benefit in 2004 compared
to a $10.4 million charge in 2003. The charge or benefit relates
to the changes in fair value of non-qualifying interest rate swap agreements
as discussed in Note D to the “Notes to Consolidated Financial Statements.”
|
|
Effective
income tax rates of 2% in 2004 and 23% in 2003 relate primarily to
the distribution of taxable income among various taxing jurisdictions
as well as assumptions on the inability to utilize deferred tax assets
resulting from net operating losses. In addition, the effective
income tax rate in 2004 is adversely affected by deferred income tax expense
related to expiring tax credits and undistributed earnings of foreign
subsidiaries no longer considered permanently reinvested and by certain
asset impairment charges for which no income tax benefit is realized.
|
|
Minority
interests resulted in income of $2.8 million in 2004 compared to a
loss of $0.1 million in 2003. This change is primarily due to the
acquisition of majority interest in an entity previously reported using
the equity method of accounting. This entity had losses, including
impairment charges, which resulted in an allocation to minority interest
shareholders of $2.8 million. See Note B to the “Notes to Consolidated
Financial Statements.”
|
|
|
|
Comparison of the
Year Ended June 30, 2003 to the Year Ended June 30, 2002
|
|
Sales
and other operating revenues increased 1.0% from $1,255.7 million
in 2002 to $1,268.8 million in 2003. This $13.1 million increase
is a combination of a $3.8 million increase from sales and other operating
revenues of tobacco owned and sold and a $9.3 million increase in processing
and other service revenues.
|
|
|
|
|
|
-19-
|
|
|
|
ITEM 7. MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
AND RESULTS OF OPERATIONS (Continued)
|
|
|
|
Results of Operations
(Continued)
|
|
|
|
Comparison of the
Year Ended June 30, 2003 to the Year Ended June 30, 2002 (Continued)
|
|
The
$3.8 million increase in sales and other operating revenues of tobacco
owned and sold results from a 9.7 million kilo or 2.5% increase in quantities
sold offset by a $0.07 or 2.2% decrease in the average price per kilo.
This change results from increases in quantities and average prices
of non-U.S. tobacco offset by decrease in quantities and average prices
of U.S. tobacco. The sales and other revenues of non-U.S. tobacco
increased $84.3 million offset by an $80.5 million decrease from U.S.
tobacco. Quantities of non-U.S. tobacco, primarily due to earlier shipments
from Brazil, increased 21.3 million kilos over the prior year resulting
in increased revenues of $57.7 million. Quantities from our African
operations were minimally impacted by decreases in the Zimbabwe crop size
as quantities from other countries in the region increased. Average
prices of non-U.S. tobacco increased resulting in a $26.6 million increase
over the prior year due to changes in product mix as the greater quantities
consisted of higher priced product. Quantities of U.S. tobacco sold
decreased 11.6 million kilos over the previous year resulting in a $70.5
million decrease in sales. The decrease in the U.S. quantities was
primarily due to reduced sales to non-U.S. customers and non-recurring
2002 sales of prior crop tobacco. Average prices of U.S. tobacco
decreased resulting in a $10.0 million decrease primarily due to product
mix as the reductions in quantity were also comprised of higher priced
product.
|
|
The
$9.3 million increase in processing and other service revenues relates
primarily to higher quantities of customer owned tobacco processed in
the U.S.
|
|
Gross
profit as a percentage of sales increased to 16.3% in 2003 compared
to 16.0% in 2002. Our gross profit increased $5.9 million to $207.3
million in 2003 from $201.4 million in 2002. This increase was primarily
due to the increased volume in Brazil, which was partially offset by lower
volumes of U.S. tobacco sold to non-U.S. customers. The increase
in gross profit is also due to charges recognized in 2002 of $2.9 million
related to devaluation of the Argentine peso partially offset by a gain
of $1.7 million realized in 2002 related to the sale of unutilized Zimbabwe
assets. In Africa, gross profit decreases in Zimbabwe were offset
by increased gross profit from Malawi and Tanzania. In Europe, gross
profit decreased as costs increased due to the strength of the euro.
|
|
Selling,
administrative and general expenses increased $6.7 million or 6.1%
from $109.4 million in 2002 to $116.1 million in 2003. This increase
is primarily due to $7.8 million in increased legal and professional fees
substantially due to the recognition of $6.0 million in settlement of
the DeLoach class action lawsuit and increases due to related legal fees,
increases in retirement expense of $3.4 million primarily due to changes
in defined benefit and postretirement plan actuarial assumptions including
the rate of return assumption on cash balance plan assets, insurance expense
increases of $1.5 million due to changes in business risk related to events
that have occurred in recent years and an estimated $2.7 million impact
from exchange rate changes on expenses denominated in euros and sterling.
These increases were somewhat offset by the adoption of SFAS No.
142 in 2003 that resulted in cessation of goodwill amortization that was
$6.5 million in 2002 as well as decreases of $3.2 million in incentive
compensation awards that are related directly to our operating results.
|
|
Interest
expense decreased $1.0 million from $47.9 million in 2002 to $46.9
million in 2003. This change is primarily due to a $14.6 million
decrease related to lower average rates offset by a $13.6 million increase
related to higher average borrowings partially resulting from the effect
of carrying $125 million of redundant debt during the thirty-day call
period associated with the refinancing transaction completed in May 2003.
|
|
Interest
income decreased $1.1 million from $4.0 million in 2002 to $2.9 million
in 2003 primarily due to lower average cash balances.
|
|
Derivative
financial instruments expense increased $2.2 million from 2002
to 2003. This charge relates to the changes in fair value of non-qualifying
interest rate swap agreements as discussed in Note D of the “Notes
to Consolidated Financial Statements.”
|
|
Effective
income tax rates of 26% in 2003 and 27% in 2002 relate primarily to
the distribution of taxable income among various taxing jurisdictions.
Changes in the rate from 2002 to 2003 are also partially attributable
to the non-amortization of goodwill in 2003.
|
|
Extraordinary
Item – On May 1, 2003, the Company received $2.7 million from
the United Nations Compensation Commission in connection with a claim
filed by a predecessor company, Monk-Austin, Incorporated. The claim
arose from an uncollected trade receivable from the Iraqi Tobacco Monopoly,
which related to transactions that occurred prior to Iraq’s invasion
of Kuwait in August 1990. The extraordinary gain of $1.8 million
is recorded net of tax of $0.9 million.
|
| |
| |
|
-20-
|
|
|
|
|
|
ITEM 7. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
AND RESULTS OF OPERATIONS (Continued)
|
|
|
|
|
|
Liquidity and Capital
Resources
|
|
|
|
The following
table is a summary of items from the Consolidated Balance Sheet and the
Statement of Consolidated Cash Flows.
|
| |
Nine Months
|
|
|
|
|
| |
Ended
|
|
Years Ended
June 30,
|
|
(in millions, except
for current ratio)
|
March 31,
2004
|
|
2003
|
|
2002
|
|
Cash and cash equivalents
|
$18.8
|
|
$ 88.9
|
|
$ 109.0
|
|
Net trade receivables
|
198.2
|
|
179.5
|
|
173.6
|
|
Inventories and advances
on purchases of tobacco
|
598.9
|
|
529.9
|
|
478.1
|
|
Total current assets
|
863.6
|
|
839.8
|
|
792.0
|
|
Notes payable to banks
|
243.7
|
|
210.2
|
|
181.6
|
|
Accounts payable
|
72.6
|
|
73.5
|
|
76.8
|
|
Total current liabilities
|
444.6
|
|
403.2
|
|
363.0
|
|
Current ratio
|
1.9 to 1
|
|
2.1 to 1
|
|
2.2 to 1
|
|
Revolving Credit Notes
and Other Long-Term Debt
|
11.9
|
|
10.3
|
|
7.5
|
|
Convertible Subordinated
Debentures
|
73.3
|
|
73.3
|
|
73.3
|
|
Senior Notes
|
335.8
|
|
341.3
|
|
321.4
|
|
Stockholders’ equity
|
414.9
|
|
454.6
|
|
434.7
|
|
Purchase of property
and equipment.
|
26.4
|
|
28.3
|
|
20.2
|
|
Proceeds from sale of
property and equipment
|
1.4
|
|
2.8
|
|
5.9
|
|
Depreciation and amortization
|
27.0
|
|
35.3
|
|
41.9
|
|
|
|
The
purchasing and processing activities of our business are seasonal. Our
need for capital fluctuates accordingly and, at any one of several seasonal
peaks, our outstanding indebtedness may be significantly greater or less
than at year end. We historically have needed capital in excess
of cash flow from operations to finance inventory and accounts receivable.
We also prefinance tobacco crops in numerous foreign countries,
including Argentina, Brazil, Canada, Greece, Guatemala, Indonesia, Italy,
Malawi, Mexico, Mozambique, Tanzania, Thailand and Turkey, by making advances
to growers and grower co-operatives prior to and during the growing season.
|
|
Our
working capital decreased from $436.6 million at June 30, 2003 to $419.0
million at March 31, 2004. Our current ratio was 1.9 to 1 at March
31, 2004 compared to 2.1 to 1 at June 30, 2003. At March 31, 2004,
our current assets had increased $23.8 million and current liabilities
had increased $41.4 million from June 30, 2003. The $23.8 million
increase in current assets is primarily due to a $69.0 million increase
in inventories and advances on purchases of tobacco, an $18.7 million
increase in accounts receivable and a $2.8 million increase in current
deferred and recoverable income taxes partially offset by a $70.1 million
decrease in cash. The $41.4 million increase in current liabilities
relates primarily to increases of $33.5 million in notes payable to banks,
a $4.8 million increase in advances from customers and a $4.7 million
increase in accrued expenses. The increase in inventories and advances
on purchases of tobacco relates to build up of inventories as European
crops have not yet completed the sales cycle and South American inventories
are in production. Increases in inventory and advances on purchases
in Europe and South America were partially offset by decreases in Africa.
The changes in cash and notes payable to banks are related to financing
the higher inventory and advance levels at March 31, 2004 compared to
June 30, 2003 and a net loss in 2004 compared to net income in 2003.
|
|
Cash
used by operating activities was $52.8 million in 2004 compared to cash
provided of $9.7 million in 2003 and $67.1 million in 2002. The
decrease in cash flows from operations in 2004 compared to 2003 is due
primarily to $60.9 decrease in net income, $14.4 more cash used to finance
accounts receivable and $16.0 million change in deferred items partially
offset by non-cash restructuring and asset impairment charges of $29.5
million. The increases in accounts receivable relate to Europe,
North America and Africa and the relative position of the crop cycles.
Changes in deferred items relate primarily to deferred taxes and
the increase in non-current deferred tax assets related to current year
operating losses. The decrease in cash flows from operations in
2003 compared to 2002 was due primarily to $30.0 million more cash used
for inventory and advances on purchases of tobacco, $17.8 million more
cash used for accounts payable and accrued expenses and $8.5 million less
cash provided by accounts receivable. The changes in these accounts
in 2003 compared to 2002 are primarily due to higher levels of inventory
committed to customers.
|
|
|
|
|
|
-21-
|
|
|
|
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
|
|
|
Liquidity and Capital Resources (Continued)
|
|
Cash flows used by investing activities were $28.9 million in 2004, $31.5 million in 2003 and $10.9 million in 2002. The decrease in cash used for investing activities in 2004 compared to 2003 is primarily due to $4.1 million used in 2003 to purchase a 75% interest in an Indonesian tobacco processing subsidiary, $5.0 million used to purchase a 25% interest in a North Carolina company that purchases, processes and sells kenaf, a renewable agricultural product, $1.9 million lower purchases of property and equipment and $1.6 million of other changes related to Brazilian escrow taxes and life insurance premiums. The decreases in cash used were partially offset by net changes in notes receivable of $7.1 million due primarily to notes issued in regard to the current Argentine and Brazilian crops, $1.5 million used for purchase of an additional 32.5% i
nterest in the kenaf business and $1.4 million less cash provided from sales of property and equipment. The increased cash used in investing activities in 2003 compared to 2002 is due in part to higher purchases of property and equipment and lower proceeds from the sale of property and equipment. In addition, in 2003, there was a $5.0 million purchase of 25% interest in a company in North Carolina and a $4.1 million purchase of a 75% interest in an Indonesian company. Other uses of cash amounted to $0.2 million and relate primarily to life insurance premiums and Brazilian escrow taxes paid, offset in part by tax deposits recovered in Italy.
|
Cash flows from financing activities provided $13.5 million in 2004 compared to $2.4 million in 2003 and $36.4 million in 2002. The greater provision of cash in 2004 compared to 2003 is due to $6.8 million increase in short term borrowings, $2.1 million less dividends paid to stockholders, lower debt issuance costs of $1.1 million related to instruments discussed below and $0.7 million proceeds from the exercise of stock options. The increase in cash from short term borrowings relates to financing higher levels of accounts receivable and inventory. The decrease in dividends relates to the current nine month transitional fiscal year compared to a twelve month fiscal year in 2003. The lower provision of cash in 2003 compared to 2002 is due to issuance of $125 million Senior Notes in 2003 compared to issuance of $200 million Senior notes in 2
002 and a $165 million syndicated bank credit facility that was entered into in 2002. The decreased provisions from 2002 to 2003 were partially offset by repayments of borrowings in 2002 that were issued under an older $250 million credit facility.
|
At March 31, 2004, we had seasonally adjusted lines of credit of $594.3 million of which $243.7 million was outstanding with a weighted average interest rate of 2.99%. Unused short-term lines of credit amounted to $305.1 million. At March 31, 2004, we had $35.5 million of letters of credit outstanding and an additional $10.0 million of letters of credit lines available. Total maximum borrowings, excluding the long-term credit agreements, during the fiscal year were $349.2 million.
|
Cash dividends paid to stockholders during 2004 remained at $.075 per share per quarter.
|
|
Availability of Short-Term Uncommitted Bank Credit Facilities
|
We generally rely on a broad group of global and regional lenders to provide economical crop financing in each significant source country. The availability of such credit facilities can be negatively affected by ongoing consolidation within the banking industry, changing lender policies regarding the tobacco industry, and geopolitical instability. To mitigate the risk associated with our reliance on short-term uncommitted bank credit facilities, we have accessed capital markets to obtain long-term debt funding, and maintain a substantially undrawn syndicated bank facility.
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Customer Arrangements For Committed Inventories
|
We hold substantial amounts of inventories that are committed to specific customers and, to the extent that those customers do not provide advance funding, we must provide financing for such inventories. We have experienced a trend of increasing levels of customer funding for committed inventories in recent years. However, a reversal of that trend could negatively affect our short-term liquidity.
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|
Long Term Debt
|
During fiscal years 2002 and 2003 we completed two strategic refinancing transactions that, in aggregate, have expanded our sources and available amounts of liquidity, extended the average maturity of our debt portfolio from 3.2 years to 8.0 years, and significantly reduced our dependence on short-term uncommitted debt facilities.
|
On October 30, 2001, we issued $200 million principal amount of 9 5/8% Senior Notes due 2011. The proceeds of this Note issuance were used to repay certain existing indebtedness, including all amounts drawn under our $250 million syndicated credit facility then existing. The financial covenants of the Senior Notes are substantially similar to those for the $125 million principal amount of 8 7/8% Senior Notes due 2006, that were outstanding at that time. Concurrent with the completion of the Note issuance, we entered into a derivative financial instrument to swap the entire $200 million notional amount to a floating interest rate equal to LIBOR plus 4.11%, set six months in arrears. The effective rate at March 31, 2004 was 5.27%.
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-22-
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
|
|
|
Liquidity and Capital Resources (Continued)
|
Long Term Debt (Continued)
|
|
On May 30, 2003, we issued $125 million principal amount of 7 3/4% Senior Notes due 2013. The proceeds of this Note issuance were used to redeem in full $125 million of our outstanding 8 7/8% Senior Notes due 2006. The financial covenants of the Senior Notes are substantially similar to those for the aforementioned $200 million principal amount of 9 5/8% Senior Notes due 2011. Concurrent with the completion of the Note issuance, we entered into a derivative financial instrument to swap the entire $125 million notional amount to a floating interest rate equal to LIBOR plus 3.69%, set six months in arrears. The effective rate at March 31, 2004 was 4.85%. The existing 8 7/8% Senior Notes due 2006 were fully redeemed at June 30, 2003.
|
The indentures governing our Senior Notes contain certain covenants that, among other things, limit our ability to (i) transfer or issue shares of capital stock of subsidiaries to third parties, (ii) pay dividends or make certain other payments, (iii) incur additional indebtedness, (iv) issue preferred stock, (v) incur liens to secure our indebtedness, (vi) apply net proceeds from certain asset sales, (vii) enter into certain transactions with affiliates, (viii) merge with or into any other person or (ix) enter into certain sale and leaseback transactions.
|
On October 27, 2003, we completed a new three-year $150 million syndicated bank credit facility with a group of seven banks. The credit facility is subject to certain commitment fees and covenants that, among other things, require us to maintain minimum working capital and tangible net worth amounts, require specific liquidity and long-term solvency ratios, including certain borrowing base restrictions, and restrict acquisitions. We continuously monitor our compliance with these covenants. At December 31, 2003 our consolidated fixed charge coverage ratio was 1.14 to 1, which was below the required covenant hurdle of 1.20 to 1. We obtained, with unanimous approval from the lender banks, a waiver for the December 31, 2003 covenant together with an amendment resetting the required hurdle in future periods to 1.00 to 1 through the pe
riod ending September 29, 2004. At March 31, 2004, our consolidated fixed charge coverage ratio was 0.969 to 1, which was below the amended covenant hurdle of 1 to 1. We obtained a waiver from the lender banks for the March 31, 2004 covenant together with an amendment resetting the required hurdle in future periods to 0.75 to 1 through the period ending September 29, 2004; 0.90 to 1 for the period from September 30 to December 30, 2004; and 1.05 to 1 for the period from December 31, 2004 through March 30, 2005. Thereafter, the hurdle returns to its originally defined level of 1.25 to 1 for the remainder of the facility’s term.
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The credit facility’s initial term expires on October 26, 2006, and, subject to approval by the lenders, may be extended. The rates of interest are based on our published credit rating and vary according to the type of loan requested by us. During the life of the agreement, the interest rate could be the prime rate or the LIBOR rate adjusted. The primary advance rate is the agent bank’s base lending rate, 4% at March 31, 2004. We pay a commitment fee of 1% per annum on any unused portion of the facility. The new facility replaced a $165 million facility.
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For all of the derivative financial instruments mentioned above, the notional amount, maturity, and payment dates of the derivative financial instruments match those of the Notes. In accordance with Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities,” the derivatives qualify for hedge accounting treatment. See also Note D to the “Notes to Consolidated Financial Statements.”
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We have historically financed our operations through a combination of short-term lines of credit, revolving credit arrangements, customer advances, cash from operations and equity and equity-linked securities. At March 31, 2004, we had capital expenditure commitments of $2.0 million. We believe that these sources of funds will be sufficient to fund our anticipated needs for fiscal year 2005. There can be no assurance, however, that these sources of capital will be available in the future or, if available, that any such sources will be available on favorable terms.
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Aggregate Contractual Obligations and Off-Balance Sheet Arrangements
|
|
We have summarized in the table below our contractual cash obligations and other commercial commitments as of March 31, 2004.
|
|
| | Payments / Expirations by Period
|
(in millions)
|
Total
|
Year 1
|
Years 2-3
|
Years 4-5
| More than
5 years
|
Long Term Debt
| $ 419.7
| $ 2.4
| $ 76.8
| $1.7
| $338.8
|
Capital Lease Obligations
| 5.3
| 0.8
| 1.5
| 1.4
| 1.6
|
Operating Leases
| 28.5
| 5.8
| 7.4
| 3.2
| 12.1
|
Capital Expenditure Commitments
| 2.0
| 2.0
| -
| -
| -
|
Tobacco Purchase Obligations
| 531.8
| 442.3
| 89.5
| -
| -
|
Grower Financing Guarantees
| 142.3
| 90.5
| 33.8
| 14.8
| 3.2
|
Total Contractual Obligations and Other
Commercial Commitments
|
$1,129.6
|
$543.8
|
$209.0
|
$21.1
|
$355.7
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-23-
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
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|
Liquidity and Capital Resources (Continued)
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Aggregate Contractual Obligations and Off-Balance Sheet Arrangements (Continued)
|
|
We do not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources, as defined under the rules of SEC Release No. FR-67.
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Lease Obligations
|
We have both capital and operating leases. In accordance with accounting principles generally accepted in the United States, operating leases are not reflected in the accompanying Consolidated Balance Sheet. The operating leases are for land, buildings, automobiles and other equipment; the capital leases are primarily for production machinery and equipment. The capitalized lease obligations are payable through 2010. Operating assets that are of long-term and continuing benefit are generally purchased.
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Tobacco Purchase Obligations and Grower Financing Guarantees
|
Tobacco purchase obligations result from contracts with growers, primarily in the United States, Brazil and Malawi, to buy either specified quantities of tobacco or the grower’s total tobacco production. Amounts shown as tobacco purchase obligations are estimates based on projected purchase prices of the future crop tobacco. Payment of these obligations is net of our advances to these growers. Our tobacco purchase obligations do not exceed our projected requirements over the related terms and are in the normal course of business. In certain non-U.S. markets, we provide growers and grower cooperatives with materials necessary to grow tobacco and may either directly loan or guarantee bank loans to growers to finance the crop. Under longer-term arrangements, we may also finance or guarantee financing on growers’ construction of curing barns or other tobacco production assets.
;We are obligated to repay any guaranteed loan should the grower default. See also Note N to the “Notes to Consolidated Financial Statements.”
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|
Planned Capital Expenditures
|
We have projected a total of $18.6 million in capital investments for the coming year. We forecast our capital expenditure needs for routine replacement of equipment as well as investment in assets that will add value to the customer or increase efficiency. Purchase commitments of $2.0 million are included in these expenditures at March 31, 2004.
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Tax and Repatriation Matters
|
|
We are subject to income tax laws in each of the countries in which we do business through wholly owned subsidiaries and through affiliates. We make a comprehensive review of the income tax requirements of each of our operations, file appropriate returns and make appropriate income tax planning analyses directed toward the minimization of our income tax obligations in these countries. Appropriate income tax provisions are determined on an individual subsidiary level and at the corporate level on both an interim and annual basis. These processes are followed using an appropriate combination of internal staff at both the subsidiary and corporate levels as well as independent outside advisors in review of the various tax laws and in compliance reporting for the various operations.
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We consider unremitted earnings of subsidiaries operating outside the United States to be invested indefinitely. No U.S. income taxes or foreign withholding taxes are provided on such permanently reinvested earnings, in accordance with APB 23,”Accounting for Income Taxes, Special Area.” We regularly review the status of the accumulated earnings of each of our foreign subsidiaries and reassess this determination as part of our overall financing plans. Following this assessment, we provide deferred income taxes, net of any foreign tax credits, on any earnings that are determined to no longer be indefinitely invested.
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Factors that May Affect Future Results
|
|
The following important factors, among other things, in some cases have affected, and in the future could affect, our actual operating and financial results and could cause our actual results for 2005 and beyond to differ materially from those expressed in any forward-looking statements made by us.
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|
Risks Relating To Our Operations
|
|
Global shifts in sourcing customer requirements may negatively impact our operating results.
|
The global leaf tobacco industry is currently experiencing shifts in the sourcing of customer requirements for tobacco. For example, significant tobacco production volume decreases have occurred and may continue to occur in the United States and Zimbabwe, and we expect future reductions in volume will occur in Western Europe. At the same time, production volumes in other sourcing origins, such as Brazil, continue to grow.
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-24-
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ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL
CONDITION
AND RESULTS OF OPERATIONS (Continued)
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|
|
|
|
Risks
Relating To Our Operations (Continued)
|
|
|
|
This
shift in sourcing origins in Europe may be exacerbated by recent modifications
to the tobacco price support system in the European Union (“EU”).
The Agricultural Counsel of the EU recently implemented changes
in the quota and volume programs across the EU that may result in material
reductions in production volumes in certain EU countries after 2006. The
implementation of these new programs will vary significantly by each EU
country, decreasing our ability to plan effectively for the longer term
in Europe.
|
|
We
may not be able to timely or efficiently adjust to these shifts in sourcing
origins, and adjusting to these shifts may require changes in our production
facilities in certain origins and changes of our fixed asset base. We
have incurred, and may continue to incur, restructuring charges as we
continue to adjust to these shifts in sourcing. Adjusting our capacity
and adjusting to these shifts in sourcing may have an adverse impact on
our ability to manage our costs, and could have an adverse effect on our
financial performance and results of operations.
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|
|
|
Our
financial results will vary according to growing conditions, customer
indications and other factors, which also reduces your ability to gauge
our performance and increases the risk of an investment in our securities.
|
|
Our
financial results, particularly the quarterly financial results, may be
significantly affected by fluctuations in tobacco growing seasons and
crop sizes. The cultivation period for tobacco is dependent upon
a number of factors, including the weather and other natural events, such
as hurricanes or tropical storms, and our processing schedule and results
of operations can be significantly altered by these factors.
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|
Further,
the timing and unpredictability of customer indications, orders and shipments
causes us to keep tobacco in inventory, increases our risk and results
in variations in quarterly and annual financial results. In addition,
reduced levels of imports into Brazil have resulted in a shortage of shipping
containers and vessels available for tobacco and other exports. These
shipping delays could impact the timing of shipments between quarters
in fiscal 2005. We may from time to time in the ordinary course
of business keep a significant amount of processed tobacco in inventory
for our customers to accommodate their inventory management and other
needs. Sales recognition by us and our subsidiaries is based on
the passage of ownership, usually with shipment of product. Since
individual shipments may represent significant amounts of revenue, our
quarterly and annual financial results may vary significantly depending
on our customers’ needs and shipping instructions.
|
|
These
fluctuations result in varying volumes and sales in given periods, which
also reduces your ability to compare our financial results in different
periods or in the same periods in different years.
|
|
|
|
Our
adoption and application of certain standards in financial accounting
could cause our annual and quarterly financial results to vary and will
reduce your ability to gauge our performance, increasing the risk of an
investment in our securities.
|
|
Effective
July 1, 2000, we adopted Statement of Financial Accounting Standards (SFAS)
No. 133, “Accounting for Derivative Instruments and Hedging Activities.”
As a result of adoption of SFAS No. 133, we recognize all derivative
financial instruments, such as interest rate swap contracts and foreign
exchange contracts, in the consolidated financial statements at fair value
regardless of the purpose or intent for holding the instrument. We
use forward contracts to mitigate our exposure to changes in foreign currency
exchange rates on forecasted transactions. The effective portion
of unrealized gains and losses associated with forward contracts and the
intrinsic value of option contracts are deferred as a component of accumulated
other comprehensive income until the underlying hedge transactions are
reported on our consolidated statement of earnings. We have traditionally
used interest rate swaps to mitigate our exposure to changes in interest
rates related to certain debt agreements. The swaps convert floating-rate
debt to fixed-rate debt. Interest rate swaps, to the extent they
are effective hedges, are accounted for as cash flow hedges, with the
changes in the fair values of these instruments being recorded in accumulated
other comprehensive income net of deferred taxes. Changes in the
fair values of derivatives not qualifying as hedges are reported in net
income. As a result of fluctuations in interest rates and volatility
in market expectations, the fair market value of interest rate swap instruments
can be expected to appreciate or depreciate over time. We plan to
continue the practice of economically hedging various components of our
debt. However, as a result of SFAS No. 133, certain swap instruments
have and may continue to create volatility in future reported earnings.
See Note D to the “Notes to Consolidated Financial Statements.”
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| |
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-25-
|
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
|
|
Risks Relating To Our Operations (Continued)
|
|
The shift to direct contract buying of green tobacco by many of our U.S. customers affects your ability to compare our year to year results and could have an adverse effect on our results of operations.
|
Comparability of our sales revenues has been affected by the shift to direct contract buying in the United States. In the United States, prior to 2002, we took ownership of all green tobaccos we purchased, then processed and resold that tobacco to our customers. Concurrent with the shift from an auction system to a direct contract buying system in the United States, certain major U.S. customers began purchasing green tobacco directly from the growers. We no longer take ownership of that tobacco and no longer record revenues associated with its resale. To the extent that the auction market in the United States continues to represent a smaller portion of overall tobacco purchases in the U.S., we could be forced to buy more tobacco directly from growers under contracts that require us to buy a particular grower’s total crop, potentially elevating our levels of uncommitted inventories.
;When we purchase under an auction system, we continue to purchase tobaccos primarily to match specific customer orders. We continue to need buying personnel for these residual auction markets, which could affect our ability to manage our costs.
|
|
Our extension of credit to tobacco growers could have an adverse effect on our financial condition.
|
We make advances to tobacco growers in many countries to finance their growing of tobacco for sale to us. Crop advances to growers are generally secured by the grower's agreement to deliver green tobacco. In the event of crop failure, recovery of advances could be delayed until deliveries of future crops or indefinitely. The temporary or permanent loss of these advances to growers could have a material adverse effect on our financial condition or results of operations.
|
|
Competition could adversely affect our operating results.
|
The leaf tobacco industry is highly competitive. Competition among leaf tobacco merchants is based primarily on the price charged for products and services as well as the merchant’s ability to meet customer specifications in the buying, processing and financing of tobacco. In addition, there is competition in all countries to buy the available tobacco and in many areas, total leaf tobacco processing capacity exceeds demand. There are three major global independent leaf tobacco merchants, and they are dependent upon a few large tobacco manufacturing customers. The number of manufacturers has declined in recent years due to consolidation. The loss of, or a substantial reduction in the services provided to, any large or significant customer could have a material adverse effect on our financial condition or results of operations.
|
In addition to the three primary global independent leaf tobacco merchants, the cigarette manufacturers increasingly buy tobacco directly from farmers, and other industry players are entering the leaf purchasing and processing business. We face increasing competition from new local and regional independent leaf merchants with low fixed costs and overhead and good customer connections at the local level. These new independent merchants are buying an increasing portion of the crops in certain international markets, particularly Brazil, where the new entrants have been able to capitalize in the global transition to that market. In the United States, the Flue-Cured Tobacco Stabilization Cooperative (“FCTSC”) has announced its intention to purchase the Vector facility in Roxboro, North Carolina. That facility will enable the FCT
SC to process tobacco and manufacture cigarettes. Any of these sources of new competition may result in less tobacco available for us to purchase and process in the applicable markets.
|
|
Our reliance on a small number of significant customers may adversely affect our results of operations.
|
Our customers are manufacturers of cigarette and other tobacco products. Several of these customers individually account for a significant portion of our sales in a normal year. Of our consolidated tobacco sales in 2004, 2003 and 2002, approximately 16%, 21% and 22%, respectively, were to various tobacco customers which we have been led to believe are owned by or under common control of Japan Tobacco Inc. and approximately 18%, 17% and 13%, respectively, were to various tobacco customers which we have been led to believe are owned by or under common control of Altria Group, Inc. In addition, tobacco product manufacturers are currently experiencing a period of consolidation (including the pending merger of R.J. Reynolds Tobacco Holdings and Brown & Williamson), and further consolidation among our customers could decrease such customer's demand for our leaf tobacco or processing services. The los
s of any one or more of such customers could have a material adverse effect on our financial condition or results of operations.
|
|
We face increased risks of doing business due to the extent of our international operations.
|
We do business in over 40 countries, many of which do not have stable economies or governments. Our international operations are subject to international business risks, including unsettled political conditions, expropriation, import and export restrictions, exchange controls, inflationary economies and currency risks and risks related to the restrictions on repatriation of earnings or proceeds from liquidated assets of foreign subsidiaries. These risks are exacerbated in countries where we have advanced substantial sums or guaranteed local loans or lines of credit for the purchase of tobacco from growers.
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-26-
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|
|
|
ITEM 7. MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
AND RESULTS OF OPERATIONS (Continued)
|
|
|
|
|
|
Risks
Relating To Our Operations (Continued)
|
|
|
|
We
have significant investments in our purchasing, processing and exporting
operations in Brazil, Malawi, Tanzania, Zimbabwe, Turkey, Italy and Thailand.
In particular, we derive significant operating profit from our operations
in Brazil and Zimbabwe. In recent years, these countries' economic
problems have received wide publicity related to devaluation of the local
currency and inflation. Devaluation and appreciation of local currencies
can affect our purchase costs of tobacco and our processing costs.
|
|
In
addition, we do business in countries that have tax regimes in which the
rules are not clear or not consistently applied. This is especially
true with regard to international transfer pricing.
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|
|
|
We face
increased risk of doing business in Zimbabwe due to political instability
and civil unrest.
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|
Zimbabwe
remains in a period of civil unrest in combination with a deteriorating
economy. Should the current political situation continue, we could
experience disruptions and delays associated with our Zimbabwe operations.
The government’s forced land resettlement program has caused
disruptions to both tobacco and food farm production in Zimbabwe. The
volume of the 2003 tobacco crop declined by approximately 49% in comparison
to the prior year crop from 165 to 85 million kilos. The 2004 crop
is projected to decrease to 60 million kilos; however, we are expecting
to buy, process and sell an equivalent quantity as we did for the 2003
crop year. If the political situation in Zimbabwe continues to deteriorate,
our ability to recover our assets there could be impaired. See Note
B to the “Notes to Consolidated Financial Statements.” Our
Zimbabwe subsidiary has long-lived assets of approximately $39.7 million
as of March 31, 2004.
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|
|
|
Fluctuations
in foreign currency exchange and interest rates could adversely affect
our results of operations.
|
|
Local country
operating costs, including the purchasing and processing costs for tobaccos,
are subject to the effects of exchange fluctuations of the local currency
against the U.S. dollar. We attempt to minimize such currency risks
by matching the timing of our working capital borrowing needs against
the tobacco purchasing and processing funds requirements in the currency
of the country where the tobacco is grown. Fluctuations in the value
of foreign currencies can significantly affect our operating results.
|
|
In
addition, the devaluation of foreign currencies, particularly Asian and
Eastern European currencies, has resulted and may in the future result
in reduced purchasing power from customers in these areas. We may
incur a loss of business as a result of the devaluation of these currencies
now or in the future.
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|
Various
outstanding interest-bearing instruments are sensitive to changes in interest
rates. With respect to our variable-rate debt, a 10% change in interest
rates would have the effect of increasing or decreasing interest expense
by $1.7 million.
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|
|
Our
indentures and credit agreements contain, and in the future could contain
additional, covenants and tests that would limit our ability to take actions
or cause us to take actions we may not normally take.
|
|
Our existing
indentures and credit agreements contain a number of significant covenants.
These covenants will limit our ability to, among other things:
|
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|
|
●
|
borrow additional money;
|
|
●
|
make capital expenditures
and other investments;
|
|
●
|
merge, consolidate or
dispose of our assets;
|
|
●
|
acquire assets in access
of certain dollar amounts; and
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|
●
|
grant liens on our assets.
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|
|
|
Our
credit facility and existing indentures require, and any future indenture
may require, us to meet certain financial tests. The failure to
comply with these covenants and tests would cause a default under those
agreements. A default, if not waived, could result in the debt under
our credit facility and indentures becoming immediately due and payable
and could result in a default or acceleration of our other indebtedness
with cross-default provisions. If this occurs, we may not be able
to pay our debt or borrow sufficient funds to refinance it. Even
if new financing is available, it may not be on terms that are acceptable
to us. Complying with these covenants and tests may cause us to
take actions that we otherwise would not take or not take actions that
we otherwise would take.
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-27-
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|
|
|
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
|
|
Risks Relating to the Tobacco Industry
|
|
Provisions in our indentures restrict our ability to make payments, including payments of dividends to our shareholders.
|
Under the terms of the Indentures relating to our 9 5/8% Senior Notes due 2011 and 7 3/4% Senior Notes due 2013, we will not be permitted to make certain payments that are restricted by such Indentures, including cash dividends on our common stock. We generally may make such restricted payments, provided that (1) we are not in default under the Indentures, (2) we are able to incur at least $1.00 of additional indebtedness under a consolidated interest coverage ratio test set forth in the Indentures, and (3) the aggregate amount of the payments to be made is less than the total of (x) $20.0 million, (y) 50% of our consolidated net income for the period from April 1, 1996, through the end of our most recent fiscal quarter and (z) the net cash proceeds from our sale of any equity securities or debt securities that are converted into equity securities. At March 31, 2004 and June 30, 2003, we were p
ermitted to make restricted payments, including cash dividends on our common stock, of up to $30.0 million and $39.4 million, respectively.
|
|
Reductions in demand for consumer tobacco products could adversely affect our results of operations.
|
The tobacco industry, both in the United States and abroad, continues to face a number of issues that may reduce the consumption of cigarettes and adversely affect our business, sales volume, results of operations, cash flows and financial condition.
|
These issues, some of which are more fully discussed below, include:
|
|
·
| governmental actions seeking to ascribe to tobacco product manufacturers liability for adverse health effects associated with smoking and exposure to environmental tobacco smoke;
| |
·
| smoking and health litigation against tobacco product manufacturers;
| |
·
| tax increases on consumer tobacco products;
| |
·
| current and potential actions by state attorneys general to enforce the terms of the Master Settlement Agreement (“MSA”) between state governments in the United States and tobacco product manufacturers;
| |
·
| governmental and private bans and restrictions on smoking;
| |
·
| actual and proposed price controls and restrictions on imports in certain jurisdictions outside the United States;
| |
·
| restrictions on tobacco product manufacturing, marketing, advertising and sales;
| |
·
| the diminishing social acceptance of smoking;
| |
·
| increased pressure from anti-smoking groups; and
| |
·
| other tobacco product legislation that may be considered by Congress, the states and other countries.
| |
Tobacco product manufacturer litigation may reduce demand for our services.
|
Our primary customers, the leading cigarette manufacturers, face thousands of lawsuits brought throughout the United States and, to a lesser extent, the rest of the world. The effects of the lawsuits on our customers could reduce their demand for tobacco from us. These lawsuits have been brought by plaintiffs, including (1) individuals and classes of individuals alleging personal injury and/or misleading advertising, (2) governments (including governmental and quasi-governmental entities in the United States and abroad) seeking recovery of health care costs allegedly caused by cigarette smoking, and (3) other groups seeking recovery of health care expenditures allegedly caused by cigarette smoking, including third-party health care payors, such as unions and health maintenance organizations. Damages claimed in some of the smoking and health cases range into the billions of dollars.
In September 1999, the United States Department of Justice filed a lawsuit against the leading cigarette manufacturers, seeking to recover billions of dollars. There have been several jury verdicts in tobacco product litigation during the past several years. Additional plaintiffs continue to file lawsuits.
|
|
-28-
|
|
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
|
|
|
|
Risks Relating to the Tobacco Industry (Continued)
|
|
In November 1998, certain United States tobacco product manufacturers entered into the MSA with 46 states and certain territories to settle asserted and unasserted health care cost recovery and other claims. These manufacturers had previously settled similar claims brought by Mississippi, Florida, Texas and Minnesota and an environmental tobacco smoke and health class action brought on behalf of airline flight attendants. The MSA has received final judicial approval in all 52 settling jurisdictions.
|
Key provisions of the MSA are as follows:
|
|
·
| payments of approximately $206 billion over 25 years from the cigarette manufacturers to the states;
| |
·
| marketing and advertising restrictions, including bans on cartoon characters, point-of-sale advertising, billboards, bus and taxi placards and sponsorships of most sporting events by brand names;
| |
·
| disbanding the Tobacco Institute, the Council for Tobacco Research and the Council for Indoor Air Research;
| |
·
| eliminating vending machine sales and requiring that all tobacco products be behind a counter; and
| |
·
| making payments of $1.7 billion for educational efforts about the dangers of smoking and to discourage youth smoking.
| |
The MSA and other state settlement agreements include provisions relating to advertising and marketing restrictions, public disclosure of industry documents, limitations on challenges to tobacco product control and underage use laws, lobbying activities and other provisions. The provisions of the Master Settlement Agreement and any similar settlement agreements could have a material adverse impact on our customer’s purchase from us.
|
|
Legislative and regulatory initiatives could reduce consumption of consumer tobacco products and demand for our services.
|
In recent years, members of Congress have introduced legislation, some of which has been the subject of hearings or floor debate, that would subject cigarettes to various regulations under the Department of Health and Human Services or regulation under the Consumer Products Safety Act, establish anti-smoking educational campaigns or anti-smoking programs, or provide additional funding for governmental anti-smoking activities, further restrict the advertising of cigarettes, including requiring additional warnings on packages and in advertising, provide that the Federal Cigarette Labeling and Advertising Act and the Smoking Education Act could not be used as a defense against liability under state statutory or common law, allow state and local governments to restrict the sale and distribution of cigarettes, and eliminate or reduce the tax deductibility of tobacco product advertising. If any or all of t
he foregoing were to be implemented, our business, volume, results of operations, cash flows and financial condition could be materially adversely affected.
|
A number of foreign nations also have taken steps to restrict or prohibit cigarette advertising and promotion, to increase taxes on cigarettes and to discourage cigarette smoking. In some cases, such restrictions are more onerous than those in the United States. For example, advertising and promotion of cigarettes has been banned or severely restricted for a number of years in Australia, Canada, Finland, France, Italy, Singapore and other countries. Further, in May of 2003, the World Health Organization adopted a treaty, the Framework Convention for Tobacco Control, which requires signatory nations to enact legislation that would require, among other things, specific actions to prevent youth smoking; restrict or prohibit tobacco product marketing; inform the public about the health consequences of smoking and the benefits of quit
ting; regulate the content of tobacco products; impose new package warning requirements including the use of pictorial or graphic images; eliminate cigarette smuggling and counterfeit cigarettes; restrict smoking in public places; increase and harmonize cigarette excise taxes; abolish duty-free tobacco sales; and permit and encourage litigation against tobacco product manufacturers. The treaty will take effect after forty countries ratify it, and must be implemented by national laws in the ratifying nations.
|
Due to the present regulatory and legislative environment, a substantial risk exists that past growth trends in tobacco product sales may not continue and that existing sales may decline.
|
|
|
-29-
|
| |
|
|
|
ITEM 7. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
AND RESULTS OF OPERATIONS (Continued)
|
|
|
|
|
|
|
|
Risks
Relating to the Tobacco Industry (Continued)
|
|
|
|
We have
been, and continue to be, subject to governmental investigations into,
and litigation concerning, leaf tobacco industry buying practices.
|
|
The leaf
tobacco industry, from time to time, has been the subject of government
investigations regarding trade practices. For example, in 1998 we
were the subject of an investigation by the Antitrust Division of the
United States Department of Justice into certain buying practices alleged
to have occurred in the industry. More recently, we have been a
named defendant in the DeLoach, et al. v. Philip Morris Companies Inc.,
et al., antitrust class action litigation alleging a conspiracy to
rig bids in the tobacco auction markets.
|
|
|
|
In addition,
certain other, similar investigations are ongoing. In October 2001,
the Directorate General for Competition (DGCOMP) of the European Commission
(EC) began conducting an administrative investigation into certain tobacco
buying and selling practices alleged to have occurred within the leaf
tobacco industry in Spain and Italy. We believe that the DGCOMP may be
conducting similar investigations in other countries. Our subsidiaries
in Spain (Agroexpansion) and Italy (DIMON Italia) have been the subject
of those investigations. Based on our understanding of the facts
pertaining to the activities of Spanish and Italian tobacco processors,
including Agroexpansion and DIMON Italia, respectively, we believe there
have been infringements of EU law. We expect that administrative
penalties will be assessed, and those penalties could be material to our
earnings. However, we are not able to make an assessment of
the amount of any such penalties at this time.
|
|
|
|
In September
2002, the Argentina National Commission for Defense of Competition (“NCDC”)
began an administrative inquiry into the tobacco and cigarette industry
in Argentina including our subsidiary, DIMON Argentina S.A.
|
|
|
|
Adverse
determinations in these or similar proceedings may negatively impact our
future results.
|
|
|
|
Risks
Relating to Owning Our Stock
|
|
|
|
Anti-takeover
provisions could discourage a takeover that you consider to be in your
best interest or prevent the removal of our current directors and management.
|
|
We have
adopted a number of provisions that could have anti-takeover effects or
prevent the removal of our current directors and management. We
have adopted a shareholder protection rights plan, commonly referred to
as a poison pill. The rights plan is intended to deter an attempt to acquire
our company in a manner or on terms not approved by our Board of Directors.
The rights plan will not prevent an acquisition that is approved
by our Board of Directors. See also Note M to the “Notes to
Consolidated Financial Statements.”
|
|
Our
Articles of Incorporation authorize the Board of Directors to determine
the terms of up to 10 million shares of undesignated preferred stock and
issue such stock without stockholder approval. The issuance of preferred
stock could make it more difficult for a third party to acquire, or discourage
a third party from acquiring, voting control of our company in order to
remove our current directors and management. These provisions could make
more difficult the removal of our current directors and management or
a takeover of our company, even if the events would be beneficial to our
stockholders. These provisions could also limit the price that investors
might be willing to pay for our common stock.
|
|
|
|
|
|
-30-
|
|
|
|
|
|
ITEM 7A. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT
MARKET
RISK
|
|
|
|
Derivatives
Policies: Hedging interest rate exposure using swaps and hedging foreign
exchange exposure using forward contracts are specifically contemplated
to manage risk in keeping with management’s policies. We may use
derivative instruments, such as swaps or forwards, which are based directly
or indirectly upon interest rates and currencies to manage and reduce
the risks inherent in interest rate and currency fluctuations. See
also Note D to the “Notes to Consolidated Financial Statements.”
|
|
We
do not utilize derivatives for speculative purposes, and we do not enter
into market risk sensitive instruments for trading purposes. Derivatives
are transaction specific so that a specific debt instrument, contract,
or invoice determines the amount, maturity, and other specifics of the
hedge.
|
|
|
|
Foreign
exchange rates: Our business is generally conducted in U.S. dollars,
as is the business of the tobacco industry as a whole. However,
local country operating costs, including the purchasing and processing
costs for tobaccos, are subject to the effects of exchange fluctuations
of the local currency against the U.S. dollar. We attempt to minimize
such currency risks by matching the timing of our working capital borrowing
needs against the tobacco purchasing and processing funds requirements
in the currency of the country where the tobacco is grown. Fluctuations
in the value of foreign currencies can significantly affect our operating
results. We have recognized exchange losses in our statements of income
of $1.7 million for the nine months ended March 31, 2004, and $3.5 million
and $4.4 million in 2003 and 2002, respectively.
|
|
Our
consolidated selling, general and administrative (SG&A) expenses denominated
in foreign currencies are subject to translation risks from currency exchange
fluctuations. These foreign denominated expenses are primarily denominated
in the Euro, (U.K.) Sterling and Brazilian real and accounted for approximately
$40 million of our total SG&A expenses for the nine months ended March
31, 2004. A 10% change in the value of the U.S. dollar relative
to those currencies would have caused the reported value of those expenses
to increase or decrease by approximately $4.0 million.
|
|
|
|
Interest
rates: We manage our exposure to interest rate risk through the proportion
of fixed rate and variable rate debt in our total debt portfolio. A ten
percent change in interest rates would increase our interest cost by approximately
$1.7 million. Substantially all of our long-term borrowings are denominated
in U.S. dollars.
|
| |
| |
|
-31-
|
| |
|
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
|
STATEMENTS OF CONSOLIDATED INCOME AND COMPREHENSIVE INCOME
DIMON Incorporated and Subsidiaries
|
|
| | Nine Months
| |
| | Ended
| |
| | March 31,
| Years Ended June 30,
|
(in thousands, except per share data)
| 2004
| 2003
| 2002
|
Sales and other operating revenues
| $835,291
| $1,268,752
| $1,255,741
|
Cost of goods and services sold
| 732,068
| 1,061,498
| 1,054,312
|
| | 103,223
| 207,254
| 201,429
|
Selling, administrative and general expenses
| 90,327
| 116,075
| 109,363
|
Restructuring and asset impairment charges
| 29,480
| -
| -
|
| | Operating Income (Loss)
| (16,584)
| 91,179
| 92,066
|
Interest expense
| 32,167
| 46,887
| 47,877
|
Interest income
| 6,397
| 2,931
| 3,979
|
Derivative financial instruments (income)/expense
| (6,522)
| 12,409
| 10,202
|
Income (loss) before income taxes, equity in net income (loss) of
| | | |
| | investee companies, minority interests and extraordinary item
| (35,832)
| 34,814
| 37,966
|
Income taxes (benefit)
| (652)
| 9,111
| 10,202
|
Income (loss) before equity in net income (loss) of investee
| | | |
| | companies, minority interests and extraordinary item
| (35,180)
| 25,703
| 27,764
|
Equity in net income (loss) of investee companies
| (480)
| 349
| (345)
|
Minority interests (income)
| (2,792)
| (228)
| (57)
|
Income (loss) before extraordinary item
| (32,868)
| 26,280
| 27,476
|
Extraordinary item – Iraqi receivable recovery,
| | |
|
net of $957 income tax
| -
| 1,777
| -
|
NET INCOME (LOSS)
| $(32,868)
| $ 28,057
| $ 27,476
|
Other Comprehensive Income (Loss):
| | | |
| | Net Income (Loss)
| $(32,868)
| $ 28,057
| $ 27,476
|
| | Equity Currency Conversion Adjustment
| 3,226
| 3,668
| 637
|
| | Additional Minimum Pension Liability Adjustment, net of
| | | |
| | tax $(495) in 2004, $(1,111) in 2003 and $(468) in 2002
| (834)
| (1,745)
| (736)
|
| | Reclassification of Derivative Financial Instruments into
| | | |
| | | Earnings, net of tax $(167) in 2004, $202 in 2003 and
|
| | |
| | | $2,112 in 2002
| (365)
| 418
| 4,192
|
| | Derivative Financial Instruments Adjustment, net of tax
| | | |
| | $602 in 2003
| -
| 1,220
| -
|
TOTAL COMPREHENSIVE INCOME (LOSS)
| $(30,841)
| $ 31,618
| $ 31,569
|
|
|
|
ITEM 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA (Continued)
|
| |
| |
|
CONSOLIDATED BALANCE
SHEET
DIMON Incorporated and Subsidiaries
|
|
|
| |
|
|
| |
March 31,
|
|
June 30,
|
|
|
(in thousands)
|
2004
|
|
2003
|
|
|
ASSETS
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
Cash
and cash equivalents
|
$ 18,819
|
|
$ 88,932
|
|
|
Notes
receivable
|
5,658
|
|
2,619
|
|
|
Trade
receivables (net of allowances of $1,892 in
|
|
|
|
|
|
2004
and $1,693 in 2003)
|
198,158
|
|
179,532
|
|
|
Inventories:
|
|
|
|
|
|
Tobacco
|
462,008
|
|
464,360
|
|
|
Other
|
46,284
|
|
24,747
|
|
|
Advances
on purchases of tobacco
|
90,633
|
|
40,748
|
|
|
Current
deferred and recoverable income taxes
|
14,179
|
|
11,349
|
|
|
Prepaid
expenses and other assets
|
27,881
|
|
27,481
|
|
|
Total
current assets
|
863,620
|
|
839,768
|
|
|
|
|
|
|
Investments and other
assets
|
|
|
|
|
|
Equity
in net assets of investee companies
|
829
|
|
6,061
|
|
|
Other
investments
|
2,699
|
|
2,919
|
|
|
Notes
receivable
|
3,004
|
|
3,832
|
|
|
Other
|
25,257
|
|
37,856
|
|
| |
31,789
|
|
50,668
|
|
|
|
|
|
|
Goodwill and intangible
assets
|
|
|
|
|
|
Goodwill
|
151,772
|
|
151,772
|
|
|
Production
and supply contracts
|
10,479
|
|
12,543
|
|
|
Pension
asset
|
1,934
|
|
2,002
|
|
| |
164,185
|
|
166,317
|
|
|
Property, plant and equipment
|
|
|
|
|
|
Land
|
20,415
|
|
19,902
|
|
|
Buildings
|
193,611
|
|
187,926
|
|
|
Machinery
and equipment
|
202,737
|
|
203,061
|
|
|
Allowances
for depreciation
|
(176,655)
|
|
(158,394)
|
|
| |
240,108
|
|
252,495
|
|
|
|
|
|
|
|
|
Deferred taxes and other
deferred charges
|
57,702
|
|
43,904
|
|
| |
$1,357,404
|
|
$1,353,152
|
|
| |
|
|
|
|
| |
|
-33-
|
|
|
|
|
|
ITEM 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA (Continued)
|
|
|
|
|
|
CONSOLIDATED BALANCE
SHEET
DIMON Incorporated and Subsidiaries
|
|
|
| |
|
|
| |
March 31,
|
|
June 30,
|
|
|
(in thousands)
|
2004
|
|
2003
|
|
|
LIABILITIES AND STOCKHOLDERS’
EQUITY
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
Notes
payable to banks
|
$ 243,655
|
|
$ 210,162
|
|
|
Accounts
payable:
|
|
|
|
|
|
Trade
|
48,256
|
|
53,394
|
|
|
Officers
and employees
|
5,790
|
|
10,521
|
|
|
Other
|
18,518
|
|
9,602
|
|
|
Advances
from customers
|
79,905
|
|
75,119
|
|
|
Accrued
expenses
|
33,018
|
|
28,275
|
|
|
Income
taxes
|
12,519
|
|
14,926
|
|
|
Long-term
debt current
|
2,976
|
|
1,225
|
|
|
Total
current liabilities
|
444,637
|
|
403,224
|
|
| |
|
|
|
|
|
Long-term
debt
|
|
|
|
|
|
Revolving
Credit Notes and other
|
11,883
|
|
10,250
|
|
|
Convertible
Subordinated Debentures
|
73,328
|
|
73,328
|
|
|
Senior
Notes (net of fair value adjustment
|
|
|
|
|
|
of
$10,798 in 2004 and $16,319 in 2003)
|
335,798
|
|
341,319
|
|
| |
421,009
|
|
424,897
|
|
|
|
|
|
|
Deferred credits:
|
|
|
|
|
|
Income
taxes
|
5,068
|
|
4,128
|
|
|
Compensation
and other
|
70,691
|
|
65,252
|
|
| |
75,759
|
|
69,380
|
|
|
Minority
interest in subsidiaries
|
1,114
|
|
1,078
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
-
|
|
-
|
|
|
|
|
|
|
Stockholders’ equity
|
2004
|
|
2003
|
|
|
|
|
|
|
Preferred
stock—no par value:
|
|
|
|
|
|
|
|
|
|
Authorized
shares
|
10,000
|
|
10,000
|
|
|
|
|
|
|
Issued
shares
|
-
|
|
-
|
|
-
|
|
-
|
|
|
Common
stock—no par value:
|
|
|
|
|
|
|
|
|
|
Authorized
shares
|
125,000
|
|
125,000
|
|
|
|
|
|
|
Issued
shares
|
45,162
|
|
44,737
|
|
185,527
|
|
183,361
|
|
|
Unearned
compensation – restricted stock
|
(873)
|
|
-
|
|
|
Retained
earnings
|
236,896
|
|
279,904
|
|
|
Accumulated
other comprehensive income
|
(6,665)
|
|
(8,692)
|
|
| |
414,885
|
|
454,573
|
|
| |
$1,357,404
|
|
$1,353,152
|
|
|
|
|
See notes to consolidated
financial statements
|
| |
| |
|
-34-
|
| |
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
|
|
|
STATEMENT OF STOCKHOLDERS’ EQUITY
DIMON Incorporated and Subsidiaries
|
| | Accumulated
Other Comprehensive Income
| |
(in thousands,
except per share amounts)
| Common
Stock
|
Unearned
Compensation
| Retained
Earnings
| Equity
Currency
Conversions
| Additional
Minimum
Pension
Liability,
Net of Tax
| Derivative
Financial
Instruments,
Net of Tax
| Total
Stockholders’
Equity
|
Balance, June 30, 2001
| $182,284
| $ -
| $245,601
| $(10,874)
| $ (644)
| $(4,828)
| $411,539
|
Net income for the year
| | | 27,476
| | | | 27,476
|
Cash dividends - $.20 per share
| | | (8,929)
| | | | (8,929)
|
Issue of 65,000 shares of
| | | | | | | |
| | restricted stock
| 484
| | | | | | 484
|
Conversion of foreign currency
| | | | | | | |
| | financial statements
| | | | 637
| | | 637
|
Adjustment in the minimum
| | | | | | | |
| | pension liability
| | | | | (736)
| | (736)
|
Reclassification of derivative
| | | | | | | |
| | financial instruments
| | | | | | | |
| | into earnings.
| | | | | | 4,192
| 4,192
|
Balance, June 30, 2002
| $182,768
| $ -
| $264,148
| $(10,237)
| $ (1,380)
| $ (636)
| $434,663
|
Net income for the year
| | | 28,057
| | | | 28,057
|
Cash dividends - $.275 per share
| | |
(12,301)
| | | |
(12,301)
|
Issue of 82,000 shares of
| | | | | | | |
| | restricted stock
| 512
| | | | | | 512
|
Exercise of employee stock
| | | | | | | |
| | options
| 81
| | | | | | 81
|
Conversion of foreign currency
| | | | | | | |
| | financial statements
| | | | 3,668
| | | 3,668
|
Adjustment in the minimum
| | | | | | | |
| | pension liability
| | | | | (1,745)
| | (1,745)
|
Reclassification of derivative
| | | | | | | |
| | financial instruments
| | | | | | | |
| | into earnings.
| | | | | | 418
| 418
|
Adjustment in derivative
| | | | | | | |
| | financial statements
| | | | | | 1,220
| 1,220
|
Balance, June 30, 2003
| $183,361
| $ -
| $279,904
| $(6,569)
| $(3,125)
| $ 1,002
| $454,573
|
Net loss for the nine months
| | | (32,868)
| | | | (32,868)
|
Cash dividends -$.225 per share
| | | (10,140)
| | | | (10,140)
|
Issue of 187,750 shares of
| | | | | | | |
| | restricted stock
| 1,305
| (1,305)
| | | | | -
|
Earned Compensation
| | 432
| | | | | 432
|
Exercise of employee stock
| | | | | | | |
| | options
| 861
| | | | | | 861
|
Conversion of foreign currency
| | | | | | | |
| | financial statements
| | | | 3,226
| | | 3,226
|
Adjustment in the minimum
| | | | | | | |
| | pension liability
| | | | | (834)
| | (834)
|
Reclassification of derivative
| | | | | | | |
| | financial instruments
| | | | | | | |
| | into earnings
| | | | | | (365)
| (365)
|
Balance, March 31, 2004
| $185,527
| $ (873)
| $236,896
| $ (3,343)
| $(3,959)
| $ 637
| $414,885
|
|
See notes to consolidated financial statements
|
-35-
|
|
| |
|
|
| |
ITEM 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA (Continued)
|
|
| |
|
|
| |
|
|
| |
STATEMENT OF CONSOLIDATED
CASH FLOWS
|
|
| |
DIMON Incorporated and
Subsidiaries
|
|
| |
|
|
| |
|
|
| |
|
Nine Months
|
|
|
| |
|
Ended
|
|
|
| |
|
March 31,
|
Years Ended
June 30,
|
|
| |
(in thousands)
|
2004
|
2003
|
2002
|
|
| |
Operating activities
|
|
|
|
|
| |
Net
Income (Loss)
|
$(32,868)
|
$ 28,057
|
$ 27,476
|
|
| |
Adjustments
to reconcile net income (loss)
|
|
|
|
|
| |
to
net cash provided by operating activities:
|
|
|
|
|
| |
Depreciation
and amortization
|
26,997
|
35,261
|
41,865
|
|
| |
Restructuring
and asset impairment charges
|
29,480
|
-
|
-
|
|
| |
Deferred
items
|
(13,295)
|
2,734
|
8,822
|
|
| |
Loss
on foreign currency transactions
|
1,737
|
3,507
|
4,411
|
|
| |
Gain
on disposition of fixed assets
|
(1,102)
|
(1,380)
|
(902)
|
|
| |
Bad
debt expense
|
216
|
94
|
477
|
|
| |
Decrease
(increase) in accounts receivable
|
(14,840)
|
(437)
|
8,048
|
|
| |
Minority
interests (income)
|
(2,792)
|
(228)
|
(57)
|
|
| |
Increase
in inventories and advances
|
|
|
|
|
| |
on
purchases of tobacco
|
(43,705)
|
(47,131)
|
(17,108)
|
|
| |
Increase
in current deferred
|
|
|
|
|
| |
and
recoverable taxes
|
(2,860)
|
(1,482)
|
(4,856)
|
|
| |
Decrease
(increase) in prepaid expenses
|
173
|
(9,389)
|
(5,673)
|
|
| |
Increase
(decrease) in accounts payable and
|
|
|
|
|
| |
accrued
expenses
|
(145)
|
(8,421)
|
9,363
|
|
| |
Increase
(decrease) in advances from customers
|
2,908
|
4,752
|
(6,796)
|
|
| |
Increase
(decrease) in income taxes
|
(2,323)
|
3,597
|
1,608
|
|
| |
Other
|
(391)
|
174
|
419
|
|
| |
Net
cash (used) provided by operating activities
|
(52,810)
|
9,708
|
67,097
|
|
| |
|
|
|
| |
Investing activities
|
|
|
|
|
| |
Purchase
of property and equipment
|
(26,449)
|
(28,312)
|
(20,180)
|
|
| |
Proceeds
from sale of property and equipment
|
1,421
|
2,761
|
5,911
|
|
| |
Payments
received on notes receivable
|
1,633
|
5,425
|
5,442
|
|
| |
Issuance
of notes receivable
|
(5,335)
|
(2,027)
|
(1,884)
|
|
| |
Purchase
of equity in subsidiaries and investees
|
(1,547)
|
(9,090)
|
-
|
|
| |
Other
|
1,418
|
(222)
|
(199)
|
|
| |
Net
cash used by investing activities
|
(28,859)
|
(31,465)
|
(10,910)
|
|
| |
|
|
| |
|
|
| |
-36-
|
|
| |
|
|
| |
|
|
| |
ITEM 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA (Continued)
|
|
| |
|
|
| |
|
|
| |
STATEMENT OF CONSOLIDATED
CASH FLOWS (Continued)
|
|
| |
DIMON Incorporated and
Subsidiaries
|
|
| |
|
|
| |
|
|
| |
|
Nine Months
|
|
|
| |
|
Ended
|
|
|
| |
|
March 31,
|
Years Ended
June 30,
|
|
| |
(in thousands)
|
2004
|
2003
|
2002
|
|
| |
Financing activities
|
|
|
|
|
| |
Net
change in short-term borrowings
|
$ 25,459
|
$ 18,627
|
$ (30,129)
|
|
| |
Proceeds
from long-term borrowings
|
42,126
|
130,087
|
266,253
|
|
| |
Repayment
of long-term borrowings
|
(43,113)
|
(131,356)
|
(183,251)
|
|
| |
Debt
issuance cost
|
(1,525)
|
(2,631)
|
(7,566)
|
|
| |
Proceeds
from sale of stock
|
705
|
-
|
-
|
|
| |
Cash
dividends paid to DIMON Incorporated stockholders
|
(10,140)
|
(12,301)
|
(8,929)
|
|
| |
Net
cash provided by financing activities
|
13,512
|
2,426
|
36,378
|
|
| |
|
|
|
|
|
| |
Effect of exchange rate
changes on cash
|
(1,956)
|
(728)
|
1,832
|
|
| |
|
|
|
| |
Increase (decrease) in
cash and cash equivalents
|
(70,113)
|
(20,059)
|
94,397
|
|
| |
Cash and cash equivalents
at beginning of year
|
88,932
|
108,991
|
14,594
|
|
| |
Cash
and cash equivalents at end of year
|
$ 18,819
|
$ 88,932
|
$ 108,991
|
|
| |
|
|
|
|
|
| |
Other information:
|
|
|
|
|
| |
Cash
paid during the year:
|
|
|
|
|
| |
Interest
|
$ 27,315
|
$ 48,502
|
$ 42,049
|
|
| |
Income
taxes
|
14,165
|
16,674
|
12,301
|
|
| |
|
|
| |
|
|
| |
See notes to consolidated
financial statements
|
|
| |
|
|
| |
|
|
| |
-37-
|
|
| |
|
|
|
ITEM 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA (Continued)
|
|
|
|
|
|
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
DIMON Incorporated and Subsidiaries
(in thousands)
|
|
|
|
|
|
|
|
Note
A – Significant Accounting Policies
|
|
Basis
of Presentation
|
|
The accounts
of the Company and its consolidated subsidiaries are included in the consolidated
financial statements after elimination of significant intercompany accounts
and transactions. The Company uses the equity method of accounting
for its investments in affiliates, which are owned 50% or less.
|
|
|
|
Use of Estimates
|
|
The preparation
of financial statements in conformity with accounting principles generally
accepted in the United States requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from these
estimates, and changes in these estimates are recorded when known. Estimates
are used in accounting for, among other things, pension and postretirement
health care benefits, inventory market values, allowance for doubtful
accounts, useful lives for depreciation and amortization, future cash
flows associated with impairment testing for goodwill and long-lived assets
and for determining the primary beneficiary of variable interest entities,
deferred tax assets and potential income tax assessments, and contingencies.
|
|
|
|
Revenue
Recognition
|
|
The
Company recognizes revenue when persuasive evidence of an arrangement
exists, the price to the customer is fixed, collectibility is reasonably
assured and title and risk of ownership is passed to the customer, which
is usually upon shipment. However, certain customers traditionally
have requested to take title and risk of ownership prior to shipment.
Revenue for these transactions is recognized only when:
|
|
|
|
(1)
Title and risk of ownership have passed to the customer;
|
|
(2)
The Company has obtained a written fixed purchase commitment;
|
|
(3)
The customer has requested the transaction be on a bill and hold
basis;
|
|
(4)
The customer has provided a delivery schedule;
|
|
(5)
All performance obligations related to the sale have been completed;
|
|
(6)
The tobacco has been processed to the customer’s specifications,
accepted by the customer and made
|
|
ready
for shipment; and
|
|
(7)
The tobacco is segregated and is not available to fill other orders.
|
|
|
|
The
remittance terms for these “bill and hold” transactions are
consistent with all other sales by the Company.
|
|
|
|
The
Company also processes tobacco owned by its customers, and revenue is
recognized when the processing is completed.
|
|
|
|
Shipping
and Handling
|
|
Shipping
and handling costs are included in cost of goods and services sold in
the Statement of Consolidated Income.
|
|
|
|
Cash
and Cash Equivalents
|
|
Cash equivalents
are defined as temporary investments of cash with maturities of less than
90 days.
|
| |
| |
|
-38-
|
|
|
| |
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DIMON Incorporated and Subsidiaries
(in thousands)
|
|
Note A – Significant Accounting Policies (Continued)
|
|
Inventories
|
Inventories are valued at the lower of cost or market. Inventories are reviewed and adjusted for changes in market value based on assumptions related to future demand and worldwide and local market conditions. If actual demand and market conditions vary from those projected by management, adjustments to lower of cost or market value may be required. Inventory write downs as of March 31, 2004 and June 30, 2003 were $7,741 and $3,505, respectively.
|
Costs of tobacco inventories are generally determined by the average cost method while costs of other inventories are generally determined by the first-in, first-out method. Costs included in tobacco inventory include both the cost of raw material as well as direct and indirect costs that are related to the processing of the product. Tobacco inventory is substantially finished goods. Costs included in other inventories are costs of spare parts, packing materials, non-tobacco agricultural products and agricultural supplies including seed, fertilizer, herbicides and pesticides. Interest and other carrying charges on the inventories are expensed in the period in which they are incurred.
|
|
Goodwill and Other Intangibles
|
Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses. Goodwill is not subject to systematic amortization, but rather is tested for impairment annually and whenever events and circumstances indicate that an impairment may have occurred. Impairment testing compares the carrying amount of the goodwill with its fair value. Fair value is estimated based on discounted cash flows. When the carrying amount of goodwill exceeds its fair value, an impairment charge would be recorded. The Company has chosen the first day of the last quarter of its fiscal year as the date to perform its annual goodwill impairment test. The Company found no indication of impairment at that date. Subsequent to this review, the Company acquired majority interest in an entity previously reported using the equity method of accounting. Due to indicators of impairmen
t at March 31, 2004, the goodwill associated with this investment was reviewed and found to be impaired. The Company recorded a pre-tax charge of $5,439 during fiscal 2004 related to goodwill impairment. See Note B to the “Notes to Consolidated Financial Statements” for further disclosure on goodwill impairment. Impairment losses are reflected in operating income in the statement of operations.
|
The Company has no intangible assets with indefinite useful lives. It does have other intangible assets, production and supply contracts, with carrying values of $10,479 and $12,543 as of March 31, 2004 and June 30, 2003, net of accumulated amortization of $8,209 and $6,130, respectively. Supply contracts are amortized primarily on a straight-line basis over the term of the contract ranging from three to five years. Production contracts are amortized on a straight-line basis ranging from five to ten years. The amortization period is the term of the contract or, if no term is specified in the contract, management’s best estimate of the useful life based on past experience. The Company reviews the estimated useful lives of its intangibles at the end of each reporting period. If events and circumstances warrant a ch
ange in the estimated useful life, the remaining carrying amount will be amortized over the revised estimated useful life. Amortization expense associated with these intangible assets was $1,967, $1,609 and $3,197 for the nine months ended March 31, 2004 and years ended June 30, 2003 and 2002, respectively. Annual amortization expense for each of the next five years for these production and supply contracts is expected to be $2,636 in 2005; $2,446 in 2006; $2,069 in 2007; $1,274 in 2008 and $701 in 2009.
|
In accordance with the requirements of SFAS No. 142, the Company discontinued the amortization of goodwill. The following pro forma disclosure presents net income and net income per share as if the goodwill requirements of SFAS No. 142 had been adopted as of July 1, 2001.
|
|
| | | Nine Months
| |
| | | Ended
| |
| | | March 31,
| Years Ended June 30,
|
| | (in thousands, except per share data)
| 2004
| 2003
| 2002
|
| | Reported net income (loss)
| $(32,868)
| $ 28,057
| $ 27,476
|
| | Amortization of goodwill (net of $41 tax for 2002)
| -
| -
| 6,497
|
| | Adjusted net income (loss)
| $(32,868)
| $ 28,057
| $ 33,973
|
| | Reported basic earnings (loss) per share
| $ (0.73)
| $ 0.63
| $ 0.62
|
| | Amortization of goodwill (net of tax)
| -
| -
| 0.14
|
| | Adjusted basic earnings (loss) per share
| $ (0.73)
| $ 0.63
| $ 0.76
|
|
-39-
|
|
|
|
ITEM 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA (Continued)
|
|
|
|
|
|
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
DIMON Incorporated and Subsidiaries
(in thousands)
|
|
|
|
|
|
Note
A – Significant Accounting Policies (Continued)
|
|
|
|
Property
and Depreciation
|
|
Property,
plant and equipment is accounted for on the basis of cost. Provisions
for depreciation are computed on a straight-line basis at annual rates
calculated to amortize the cost of depreciable properties over their estimated
useful lives. Buildings, machinery and equipment and technological
equipment are depreciated over ranges of 20 to 40 years, 5 to 10 years
and 3 to 5 years, respectively. The consolidated financial statements
do not include fully depreciated assets. Depreciation expense for
the nine months ended March 31, 2004 and fiscal years 2003 and 2002 was
$23,518, $31,090 and $29,654, respectively.
|
|
Estimated
useful lives are periodically reviewed and, when warranted, changes are
made to the estimated useful lives. Long-lived assets are reviewed for
impairment whenever events or changes in circumstances indicate that their
cost may not be recoverable. An impairment loss would be recognized when
estimated undiscounted future cash flows from the use of the asset and
its eventual disposition are less than its carrying amount. Measurement
of an impairment loss would be based on the excess of the carrying amount
of the asset over its fair value. Fair value is the amount at which the
asset could be bought or sold in a current transaction between willing
parties and may be estimated using a number of techniques, including quoted
market prices or valuations by third parties, present value techniques
based on estimates of cash flows, or multiples of earnings or revenue
performance measures. See Note B to the “Notes to Consolidated
Financial Statements” for further disclosure of asset impairment.
|
|
|
|
Income
Taxes
|
|
The Company
accounts for income taxes in accordance with SFAS No. 109, “Accounting
for Income Taxes.” Under SFAS No. 109, deferred tax assets
and liabilities are determined based on the difference between the financial
statements and tax bases of assets and liabilities, using enacted tax
rates in effect for the year in which the differences are expected to
reverse.
|
|
|
|
Accounting
Pronouncements
|
|
In May
2003, FASB issued SFAS No. 150, “Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity.”
Under the provisions of SFAS No. 150 certain financial instruments
that previously could be accounted for as equity must be presented as
liabilities, and in some cases assets, on the balance sheet. The
Company adopted this new standard July 1, 2003 and it did not have a material
effect on its financial statements.
|
|
In
December 2003, the FASB issued a revised Interpretation No. 46, Consolidation
of Variable Interest Entities (“FIN 46R”). FIN 46R requires
a new approach in determining if a reporting entity consolidates certain
legal entities referred to as variable interests entities (“VIEs”),
including joint ventures, limited liability companies and equity investments.
A VIE is an entity in which the equity investors do not have a controlling
interest or have insufficient resources to finance the entity’s activities
without receiving additional financial support from the other parties.
Under FIN 46R, consolidation of a VIE is required by the investor
with the majority of the variable interests in the entity. The revised
interpretation delays the effective date to periods ending after December
15, 2003 for special purpose entities and to periods ending after March
15, 2004 for all other types of VIE’s. The adoption of the
revised FIN 46R did not have a material effect on the Company’s financial
position or results of operations.
|
|
In
December 2003, the FASB issued a revision to FASB Statement No. 132 –
Employers’ Disclosures about Pensions and Other Postretirement Benefits
(“FASB No. 132R”). The revision expands disclosures for
defined benefit plans and other postretirement plans in both annual and
interim financial statements. The effective date for FASB No. 132R
is for fiscal years ending after December 15, 2003. Interim period
disclosure is required for interim periods beginning after December 15,
2003. The Company adopted the additional annual disclosure requirements
as of the fiscal year ending March 31, 2004.
|
| |
| |
|
-40-
|
|
|
|
|
|
ITEM 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA (Continued)
|
|
|
|
|
|
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
DIMON Incorporated and Subsidiaries
(in thousands)
|
|
|
|
Note
A – Significant Accounting Policies (Continued)
|
|
|
|
DIMON
and Subsidiaries Computation of Earnings Per Common Share
|
|
|
|
|
| |
Nine Months
|
|
| |
Ended
|
|
| |
March 31,
|
Years Ended
June 30,
|
|
(in thousands,
except per share data)
|
2004
|
2003
|
2002
|
|
BASIC EARNINGS
|
|
Income
(loss) before extraordinary item
|
$(32,868)
|
$26,280
|
$27,476
|
|
Extraordinary
item: Iraqi receivable recovery
|
-
|
1,777
|
-
|
|
Net
Income (Loss)
|
$(32,868)
|
$28,057
|
$27,476
|
|
|
|
|
|
|
SHARES
|
|
|
|
|
Weighted
Average Number of Shares Outstanding
|
44,723
|
44,532
|
44,525
|
|
|
|
|
|
|
BASIC EARNINGS (LOSS)
PER SHARE
|
|
|
|
|
Income
(loss) before extraordinary item
|
$(.73)
|
$.59
|
$.62
|
|
Extraordinary
item – Iraqi receivable recovery
|
-
|
.04
|
-
|
|
Net
Income (Loss)
|
$(.73)
|
$.63
|
$.62
|
|
|
|
|
|
|
DILUTED EARNINGS
|
|
|
|
|
Income
(loss) before extraordinary item
|
$(32,868)
|
$26,280
|
$27,476
|
|
Add
after tax interest expense applicable to 6¼%
|
|
|
|
|
Convertible
Debentures issued April 1, 1997
|
-*
|
-*
|
-*
|
|
|
|
|
|
|
Income
(loss) before extraordinary item
|
$(32,868)
|
$26,280
|
$27,476
|
|
Extraordinary
item: Iraqi receivable recovery
|
-
|
1,777
|
-
|
|
Net
Income (Loss) as Adjusted
|
$(32,868)*
|
$28,057 *
|
$27,476*
|
|
|
|
|
SHARES
|
|
|
Weighted
average number of common shares outstanding
|
44,723
|
44,532
|
44,525
|
|
Restricted
shares issued and shares
|
|
|
|
|
applicable
to stock options, net of shares assumed to
|
|
|
|
|
be
purchased from proceeds at average market price
|
- *
|
534
|
522
|
|
Assuming
conversion of 6 ¼% Convertible
|
|
|
|
|
Debentures
at the beginning of the period
|
- *
|
- *
|
- *
|
|
Average
Number of Shares Outstanding
|
44,723 *
|
45,066 *
|
45,047*
|
|
|
|
DILUTED EARNINGS (LOSS)
PER SHARE
|
|
|
|
|
Income
(loss) before extraordinary item
|
$(.73)*
|
$.58 *
|
$.61*
|
|
Extraordinary
item – Iraqi receivable recovery
|
-
|
.04 *
|
-
|
|
Net
Income (Loss) as Adjusted
|
$(.73)*
|
$.62 *
|
$.61*
|
|
|
|
|
|
* Assumed
conversion of Convertible Debentures at the beginning of the period has
an antidilutive effect on
earnings
(loss) per share. For the nine months ended March 31, 2004, all
outstanding restricted stock and stock
options
are excluded because their inclusion would have an antidilutive effect
on the loss per share.
|
| |
| |
|
-41-
|
|
|
|
ITEM 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA (Continued)
|
|
|
|
|
|
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
DIMON Incorporated and Subsidiaries
(in thousands)
|
|
|
|
|
|
Note
A – Significant Accounting Policies (Continued)
|
|
|
|
Stock-Based
Compensation
|
|
The Company’s
stock option plans are described more fully in Note I to the “Notes
to Consolidated Financial Statements.” The Company accounts
for its plans under the recognition and measurement principles of APB
Opinion No. 25, “Accounting for Stock Issued to Employees” and
related Interpretations. No stock-based employee compensation cost is
reflected in net income, as all options granted under these plans had
an exercise price equal to the market value of the underlying common stock
on the date of grant. Net income, as reported, includes compensation expense
related to restricted stock. The following table illustrates the
effect on net income (loss) and earnings (loss) per share if the Company
had applied the fair value recognition provisions of SFAS No. 123, “Accounting
for Stock-Based Compensation,” to stock-based employee compensation.
|
|
|
| |
|
Nine Months
|
|
|
| |
|
Ended
|
|
|
| |
|
March 31,
|
Years Ended
June 30,
|
|
| |
(in thousands, except
per share data)
|
2004
|
2003
|
2002
|
|
| |
Net income (loss), as
reported
|
$(32,868)
|
$ 28,057
|
$ 27,476
|
|
| |
Add: Stock-based
employee compensation expense (income)
|
|
|
|
|
| |
included
in reported net income (loss), net of related tax
|
|
|
|
|
| |
effects
|
(200)
|
176
|
(142)
|
|
| |
Deduct: Total stock-based
employee compensation expense
|
|
|
|
|
| |
determined
under fair value based method for all awards,
|
|
|
|
|
| |
net
of related tax effects
|
(1,192)
|
(1,211)
|
(600)
|
|
| |
Pro forma net income
(loss)
|
$(34,260)
|
$ 27,022
|
$ 26,734
|
|
| |
Earnings (loss) per share:
|
|
|
| |
Basic
– as reported
|
$ (0.73)
|
$ 0.63
|
$ 0.62
|
|
| |
Basic
– pro forma
|
$ (0.77)
|
$ 0.61
|
$ 0.60
|
|
| |
Diluted
– as reported
|
$ (0.73)
|
$ 0.62
|
$ 0.61
|
|
| |
Diluted
– pro forma
|
$ (0.77)
|
$ 0.60
|
$ 0.59
|
|
|
|
|
Related Parties
|
|
During
the nine months ended March 31, 2004, and fiscal years 2003 and 2002,
the Company paid $2,029, $3,382 and $2,741, respectively, in leasing arrangements
for storage facilities and equipment. The primary owners of the
lessor are current and former employees of a subsidiary of the Company
in Zimbabwe.
|
|
|
|
Reclassifications
|
|
Certain prior year amounts
have been reclassified to conform to the current year presentation.
|
|
|
|
|
|
-42-
|
|
|
|
|
|
ITEM 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA (Continued)
|
|
|
|
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
DIMON Incorporated and Subsidiaries
(in thousands)
|
|
|
|
|
|
Note
A – Significant Accounting Policies (Continued)
|
|
|
|
Change
in Fiscal Year
|
|
On June
23, 2003, our Board of Directors adopted a change in fiscal year end from
June 30 to March 31. The primary purpose of the change is to better
match the financial reporting cycle with natural global crop cycles for
leaf tobacco. As a result of this change, the Company has a nine
month transition period ended March 31, 2004. The Company’s new fiscal
year 2005 began on April 1, 2004. Condensed consolidated comparative
financial data for the nine months ended March 31, 2004 and 2003, are
summarized below:
|
|
|
| |
|
|
Nine Months
|
| |
Nine Months
|
|
Ended
|
| |
Ended
|
|
March 31,
2003
|
|
(in thousands)
|
March 31,
2004
|
|
(unaudited)
|
|
Sales and other operating
revenues
|
$835,291
|
|
$875,614
|
|
Gross profit
|
103,223
|
|
138,461
|
|
Selling, administrative
and general expenses
|
90,327
|
|
77,802
|
|
Restructuring and asset
impairment charges
|
29,480
|
|
-
|
|
Interest expense
|
32,167
|
|
34,268
|
|
Interest income
|
6,397
|
|
2,455
|
|
Derivative financial
instruments (income) expense
|
(6,522)
|
|
10,371
|
|
Income taxes (benefit)
|
(652)
|
|
4,249
|
|
Equity in net income
(loss) of investee companies
|
(480)
|
|
(171)
|
|
Minority interests (income)
|
(2,792)
|
|
55
|
|
NET INCOME (LOSS)
|
$(32,868)
|
|
$ 14,000
|
|
|
|
|
|
|
Earnings (loss) per share:
|
|
|
|
|
Basic
|
$(0.73)
|
|
$0.31
|
|
Diluted
|
$(0.73)
|
|
$0.31
|
|
|
|
Note B –
Restructuring and Asset Impairment Charges
|
|
The Company
conducted a strategic review in the third quarter of 2004 to compare its
production capacity and organization with the major transition occurring
in global sourcing of tobacco. As a result, the Company’s Board
of Directors recently approved a Plan designed to improve long-term profitability.
Major initiatives approved in the Plan include the closing of one of its
two U.S. processing facilities and disposal of a non-strategic European
processing facility.
|
|
SFAS
No. 144, “Accounting for the Impairment or Disposal of Long-Lived
Assets,” requires that long-lived assets be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying
value of an asset may not be recoverable. Based upon diminished U.S. crop
production and processing requirements, the Board of Directors approved
the closing of one of its U.S. processing facilities upon completion of
the processing of the 2004 U.S. crop. As a result of the approved
Plan, the related U.S. and European fixed assets are determined to be
impaired based upon future undiscounted cash flows being insufficient
to support their carrying value. A pre-tax impairment charge of $16,752
on fixed assets, primarily machinery and equipment, was recorded based
on asset fair values as determined by independent appraisals or subsequent
asset disposal agreements. In addition, a $1,682 pre-tax charge
for severance and other costs was recorded for employees notified prior
to year end. Substantially all severance costs will be paid in fiscal
2005. Additional severance charges associated with this initiative will
be incurred during fiscal 2005 as employees are notified.
|
|
In
Zimbabwe, the Company recorded a pre-tax asset impairment charge of $4,905
related to land and buildings no longer used in operations. The
forecasted undiscounted cash flows of these assets, which are leased
to a third party, did not support the carrying value and the assets were
written down to their appraised fair value.
|
|
|
| |
|
-43-
|
|
|
|
|
|
ITEM 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA (Continued)
|
| |
|
|
|
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
DIMON Incorporated and Subsidiaries
(in thousands)
|
| |
|
|
|
Note B –
Restructuring and Asset Impairment Charges (Continued)
|
| |
|
During
January 2004, the Company acquired a majority interest in a non-tobacco
entity previously reported using the equity method of accounting. Production
expectations and the development of emerging markets have not met management’s
expectations. Management completed an impairment evaluation based
on projected future cash flows in the March quarter as indicators of impairment
were present and determined that the carrying value of the assets exceeded
their fair values. The Company recorded a pre-tax impairment charge
of $702 related to fixed assets and $5,439 related to goodwill based on
asset fair values as determined by independent appraisals.
|
|
The
following table summarizes the restructuring and asset impairment costs
recorded as of March 31, 2004:
|
|
|
| |
Asset
Impairments
|
Employee
Separation
and Other Costs
|
Total
Restructuring
and Asset
Impairment
Charges
|
|
2004 Restructuring and
Asset Impairment Charges:
|
|
|
|
|
Third
Quarter
|
$27,798*
|
$1,682
|
$29,480
|
|
|
|
|
|
|
* Includes
pretax charges of $22,359 and $5,439 for fixed asset and goodwill impairments,
respectively.
|
|
|
|
Note
C – Foreign Currency Translation
|
|
The financial
statements of foreign entities included in the consolidated financial
statements have been translated to U.S. dollars in accordance with SFAS
No. 52, “Foreign Currency Translation.”
|
|
The
financial statements of foreign subsidiaries, for which the local currency
is the functional currency, are translated into U.S. dollars using exchange
rates in effect at period end for assets and liabilities and average exchange
rates during each reporting period for results of operations. Adjustments
resulting from translation of financial statements are reflected as a
separate component of other comprehensive income.
|
|
The
financial statements of foreign subsidiaries, for which the U.S. dollar
is the functional currency and which have certain transactions denominated
in a local currency, are remeasured into U.S. dollars. The remeasurement
of local currencies into U.S. dollars creates remeasurement adjustments
that are included in net income. Exchange losses in 2004, 2003 and 2002
were $1,737, $3,507 and $4,411, respectively and are included in the respective
statements of income.
|
|
|
|
|
|
-44-
|
|
|
|
|
|
ITEM 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA (Continued)
|
|
|
|
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
DIMON Incorporated and Subsidiaries
(in thousands)
|
|
|
|
Note D –
Derivative and Other Financial Instruments
|
|
|
|
Fair
Value of Derivative Financial Instruments
|
|
In
accordance with SFAS No. 133, “Accounting for Derivative Instruments
and Hedging Activities,” the Company recognizes all derivative financial
instruments, such as interest rate swap contracts and foreign exchange
contracts, in the consolidated financial statements at fair value regardless
of the purpose or intent for holding the instrument. Changes in
the fair value of derivative financial instruments are either recognized
periodically in income or in shareholders’ equity as a component
of comprehensive income depending on whether the derivative financial
instrument qualifies for hedge accounting, and if so, whether it qualifies
as a fair value hedge or cash flow hedge. Changes in fair values
of derivatives accounted for as fair value hedges are recorded in income
along with the portions of the changes in the fair values of the hedged
items that relate to the hedged risk(s). Changes in fair values
of derivatives accounted for as cash flow hedges, to the extent they are
effective as hedges, are recorded in other comprehensive income net of
deferred taxes. Changes in fair values of derivatives not qualifying
as hedges are reported in income.
|
|
The
fair value estimates presented herein are based on quoted market prices.
|
|
During
the nine months ended March 31, 2004, accumulated other comprehensive
income decreased by $365, net of deferred taxes of $167 due to the reclassification
into earnings, primarily as cost of goods and services sold, due to the
fulfillment of transactions. During the fiscal year ended June 30,
2003, accumulated other comprehensive income increased by $1,638, net
of deferred taxes of $804, due to the reclassification of $418, net of
taxes of $202, which was reclassified into earnings, primarily as cost
of goods and services sold, due to the fulfillment of transactions. The
remaining $1,220, net of tax of $602, was due to the issuance of new cash
flow hedges during the year. During the fiscal year ended June 30,
2002, accumulated other comprehensive income decreased by $4,192, net
of deferred taxes of $2,112, due to the reclassification of net losses
on derivative instruments to earnings. Of this amount, $994, net
of taxes of $535, was reclassified into earnings as a result of the discontinuance
of a cash flow hedge that had been deemed effective.
|
|
At
March 31, 2004, the Company expects to reclassify approximately $637 of
gains on derivative instruments, net of deferred taxes of $324, from accumulated
other comprehensive income to earnings during the next twelve months due
to the actual fulfillment of forecasted transactions. The Company
is hedging its exposure to the variability of future cash flows for forecasted
transactions over various time periods not exceeding ten years.
|
|
The
carrying value and estimated fair value of the Company’s long-term
debt are $423,985 and $436,766, respectively, as of March 31, 2004 and
$426,122 and $449,522, respectively, as of June 30, 2003.
|
|
|
|
Fixed
to Floating Rate Interest Swaps
|
|
Concurrent
with the private issuance of $200 million principal amount of 9 5/8% Senior
Notes on October 30, 2001, the Company entered into a derivative financial
instrument to swap the entire $200 million notional amount of the Senior
Notes to a floating interest rate equal to LIBOR plus 4.11%, set six months
in arrears. Also, concurrent with the private issuance of $125 million
principal amount of 7 ¾% Senior Notes on May 30, 2003, the Company
entered into a derivative financial instrument to swap the entire $125
million notional amount of Senior Notes to a floating interest rate equal
to LIBOR plus 3.69%, set six months in arrears. See also Note F
to the “Notes to Consolidated Financial Statements.”
|
|
The
maturity, payment dates, and other fundamental terms of these derivative
financial instruments match those of the related Senior Notes. In
accordance with SFAS No. 133, these derivatives qualify for hedge accounting
treatment. They are accounted for as fair value hedges. Changes
in the fair value of these derivative financial instruments, as well as
offsetting changes in the fair value of the Senior Notes, are being recognized
in current period earnings. As of March 31, 2004 and June 30, 2003,
the fair value of the debt increased the Senior Notes liability by $10,798
and $16,319, respectively, with a corresponding change in the fair value
of the derivative financial instruments reflected in Deferred Credits
– Compensation and Other.
|
| |
| |
|
-45-
|
|
|
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DIMON Incorporated and Subsidiaries
(in thousands)
|
|
Note D – Derivative and Other Financial Instruments (Continued)
|
|
Floating to Fixed Rate Interest Swaps
|
Prior to the implementation of SFAS No. 133, the Company entered into multiple interest swaps to convert a portion of its worldwide debt portfolio from floating to fixed interest rates, to reduce its exposure to interest rate volatility. At March 31, 2004, the Company held instruments of this type with an aggregate notional value of $245,000, bearing interest at rates between 4.985% and 6.22%, and with maturity dates ranging from August 23, 2005 to September 22, 2008. The implementation of SFAS No. 133 eliminated hedge accounting treatment for these instruments because they do not meet certain criteria. Accordingly, the Company is required to reflect the full amount of all changes in their fair value, without offset, in its current earnings. These fair value adjustments have caused substantial volatility in the Company’s reported earnings. For the nine months ended March
31, 2004, the Company recognized non-cash income before income taxes of $6,522 from the change in fair value of these derivative financial instruments. For the fiscal years ended June 30, 2003 and 2002, the Company recognized non-cash expense before income taxes of $12,409 and $10,202, respectively, from the change in the fair value of these derivative financial instruments. With the recognition of each income or expense relating to these instruments, a corresponding amount is recognized in Deferred Credits – Compensation and Other. At March 31, 2004, there was an aggregate credit of $21,363 relating to these instruments accumulated in this balance sheet classification, all of which will reverse through future earnings over the remaining life of the instruments.
|
|
Forward Currency Contracts
|
The Company periodically enters into forward currency contracts to protect against volatility associated with certain non-U.S. dollar denominated forecasted transactions. In accordance with SFAS No. 133, these derivatives qualify for hedge accounting treatment. They are accounted for as a cash flow hedges. Changes in the fair value of these derivative financial instruments, net of deferred taxes, are recognized in Other Comprehensive Income and are included in earnings in the period in which earnings are affected by the hedged item.
|
|
Credit Risk
|
Financial instruments, including derivatives, expose the Company to credit loss in the event of non-performance by counterparties. The Company manages its exposure to counterparty credit risk through specific minimum credit standards, diversification of counterparties, and procedures to monitor concentrations of credit risk. If a counterparty fails to meet the terms of an arrangement, the Company’s exposure is limited to the net amount that would have been received, if any, over the arrangement’s remaining life. The Company does not anticipate non-performance by the counterparties and no material loss would be expected from non-performance by any one of such counterparties.
|
|
Note E – Short-Term Borrowing Arrangements
|
Excluding all long-term credit agreements, the Company has lines of credit arrangements with a number of banks under which the Company may borrow up to a total of $594,285 at March 31, 2004 ($480,394 at June 30, 2003). These lines bear interest at a weighted average rate of 2.99% for the nine months ending March 31, 2004. Unused lines of credit at March 31, 2004, amounted to $305,115 ($234,031 at June 30, 2003), net of $45,515 of available letters of credit lines. Certain non-U.S. borrowings of approximately $12,894 have inventories of approximately $18,707 as collateral. There were no compensating balance agreements at March 31, 2004 or June 30, 2003.
|
|
Note F – Long-Term Debt
|
Such debt is comprised of:
|
| March 31, 2004
|
| June 30, 2003
|
| Maturing
within
One Year
| Maturing
after
One Year
|
| Maturing
within
One Year
| Maturing
after
One Year
|
Senior Notes (Net of Fair Value Adjustment
| | |
| | |
of $10,798 in 2004 and $16,319 in 2003)
| $ -
| $335,798
|
| $ -
| $341,319
|
Convertible Subordinated Debentures
| -
| 73,328
|
| -
| 73,328
|
Revolving Credit Notes
| -
| -
|
| -
| -
|
Other Long-Term Debt
| 2,411
| 8,146
|
| 655
| 6,076
|
| | 2,411
| 417,272
|
| 655
| 420,723
|
Capitalized Lease Obligations
| 565
| 3,737
|
| 570
| 4,174
|
| | $2,976
| $421,009
|
| $1,225
| $424,897
|
|
|
-46-
|
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DIMON Incorporated and Subsidiaries
(in thousands)
|
|
Note F – Long-Term Debt (Continued)
|
|
Payments of the debt are scheduled as follows:
|
| | Senior
Notes
| Convertible
Subordinated
Debentures
| Revolving
Credit
Notes
| Other
Long-Term
Debt
| Total
|
2005
| $ -
| $ -
| $ -
| $ 2,411
| $ 2,411
|
2006
| -
| -
| -
| 2,318
| 2,318
|
2007
| -
| 73,328
| -
| 1,133
| 74,461
|
2008
| -
| -
| -
| 1,069
| 1,069
|
2009
| -
| -
| -
| 595
| 595
|
2010
| -
| -
| -
| 552
| 552
|
Later years
| 335,798
| -
| -
| 2,479
| 338,277
|
| | $335,798
| $73,328
| $ -
| $10,557
| $419,683
|
| | | | | |
|
On May 30, 2003, the Company completed a private issuance of $125 million principal amount of 7 ¾% Senior Notes (the “7 ¾% Notes”) due 2013 pursuant to Rule 144A under the Securities Act of 1933, and issued a redemption notice for all of the $125 million in 8 7/8% Senior Notes issued May 29, 1996 that were then outstanding. The financial covenants of the 7 ¾% Notes are substantially similar to those for the other existing Notes, including restrictions on certain payments. Concurrent with the completion of the 7 ¾% Note issuance, the Company entered into a derivative financial instrument to swap the entire $125 million notional amount to a floating interest rate equal to LIBOR plus 3.69%, set six months in arrears. The effective rate at March 31, 2004 was 4.85%.
|
On April 1, 1997, DIMON Incorporated issued $73,328 of 6 ¼% Convertible Subordinated Debentures due on March 31, 2007 (the “Debentures”), net of the cancellation of $50,000 in fiscal 1999 settlement of the Intabex litigation. The Debentures are convertible into approximately 2,549 shares of the Company’s Common Stock at a conversion price of $28.77 per share at any time prior to maturity. The Debentures are subordinated in right of payment to all existing and future senior indebtedness, as defined, of the Company, and do not have a cross-default provision. The Debentures are redeemable at the option of the Company under certain circumstances on or after April 1, 2000.
|
On October 30, 2001, the Company completed a private issuance of $200 million principal amount of 9 5/8% Senior Notes (the “9 5/8% Notes”) due 2011 pursuant to Rule 144A under the Securities Act of 1933. The financial covenants of the 9 5/8% Notes are substantially similar to those for the 7 ¾% Notes, including restrictions on certain payments. The proceeds from the 9 5/8% Notes were used to repay certain existing indebtedness of the Company, including all amounts drawn under the Company’s then-existing $250 million syndicated credit facility then existing.
|
Concurrent with the completion of the 9 5/8% Note issuance, the Company entered into a derivative financial instrument to swap the entire $200 million notional amount to a floating interest rate equal to LIBOR plus 4.11%, set six months in arrears. The effective rate at March 31, 2004 was 5.27%.
|
On October 27, 2003, the Company completed a new three-year $150 million syndicated bank credit facility with a group of seven banks. The credit facility is subject to certain commitment fees and covenants that, among other things, requires the Company to maintain minimum working capital and tangible net worth amounts, require specific liquidity and long-term solvency ratios, including certain borrowing base restrictions, and restrict acquisitions. The Company continuously monitors its compliance with these covenants. At December 31, 2003 the Company’s consolidated fixed charge coverage ratio was 1.14 to 1, which was below the required covenant hurdle of 1.20 to 1. The Company obtained, with unanimous approval from the lender banks, a waiver for the December 31, 2003 covenant together with an amendment resetting the re
quired hurdle in future periods to 1.00 to 1 through the period ending September 29, 2004. At March 31, 2004, the Company’s consolidated fixed charge coverage ratio was 0.969 to 1, which was below the amended covenant hurdle of 1 to 1. The Company obtained a waiver from the lender banks for the March 31, 2004 covenant together with an amendment resetting the required hurdle in future periods to 0.75 to 1 through the period ending September 29, 2004; 0.90 to 1 for the period from September 30 to December 30, 2004; and 1.05 to 1 for the period from December 31, 2004 through March 30, 2005. Thereafter, the hurdle returns to its originally defined level of 1.25 to 1 for the remainder of the facility’s term.
|
|
-47-
|
|
|
|
|
ITEM 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA (Continued)
|
|
|
|
|
|
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
DIMON Incorporated and Subsidiaries
(in thousands)
|
|
|
|
Note F –
Long-Term Debt (Continued)
|
|
The
credit facility’s initial term expires on October 26, 2006, and,
subject to approval by the lenders, may be extended. The rates of interest
are based on the Company’s published credit rating and vary according
to the type of loan requested by the Company. During the life of
the agreement, the interest rate could be the prime rate or the LIBOR
rate adjusted. The primary advance rate is the agent bank’s base
lending rate, 4% at March 31, 2004. The Company pays a commitment fee
of 1% per annum on any unused portion of the facility. The new facility
replaced a $165 million facility.
|
|
At
March 31, 2004, the Company was permitted to make restricted payments,
including cash dividends on its Common Stock, of up to $30.0 million.
|
|
Other
long-term debt consists of obligations of DIMON Incorporated and the tobacco
operations in Brazil, Italy, Thailand and Macedonia, and is payable at
interest rates varying from 2.50% to 14.67%.
|
|
|
|
|
|
Note G –
Long-Term Leases
|
|
The Company
has both capital and operating leases. The operating leases are
for land, buildings, automobiles and other equipment; the capital leases
are primarily for production machinery and equipment. The capitalized
lease obligations are payable through 2010. Interest rates are imputed
at 3.25% to 6.75%. Amortization is included in depreciation expense.
Minimum future obligations and capitalized amounts are as follows:
|
|
|
| |
Capital
Leases
|
Operating
Leases
|
|
2005
|
$ 829
|
$ 5,823
|
|
2006
|
780
|
5,136
|
|
2007
|
722
|
2,231
|
|
2008
|
713
|
1,665
|
|
2009
|
713
|
1,506
|
|
Remaining
|
1,596
|
12,130
|
| |
$5,353
|
$28,491
|
| |
|
|
|
Less amount representing
interest and deposits
|
1,051
|
|
|
Present value of net
minimum lease payments
|
$4,302
|
|
|
Less current portion
of obligations under capital leases
|
565
|
|
|
Long-term obligations
under capital leases
|
$3,737
|
|
|
Capitalized amounts:
|
|
|
|
Buildings
|
$ 81
|
|
|
Machinery
and equipment, primarily vehicles
|
5,295
|
|
|
Accumulated
amortization
|
(1,520)
|
|
| |
$3,856
|
|
|
|
|
|
|
Note H –
Preferred Stock
|
|
The Board
of Directors is authorized to issue shares of Preferred Stock in series
with variations as to the number of shares in any series. The Board
of Directors also is authorized to establish the rights and privileges
of such shares issued, including dividend and voting rights. At
March 31, 2004, no shares had been issued.
|
|
|
|
|
|
-48-
|
|
|
|
|
|
|
|
ITEM 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA (Continued)
|
|
|
|
|
|
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
DIMON Incorporated and Subsidiaries
(in thousands)
|
|
|
|
|
|
Note I –
Stock Incentive Plan
|
|
In
November 2003, Shareholders approved the DIMON Incorporated 2003 Incentive
Plan (2003 Plan) which incorporated shares remaining for issuance under
the DIMON Incorporated Omnibus Stock Incentive Plan (Prior Plan) and authorized
the addition of 2,200 shares for the 2003 Plan. The 2003 Plan authorizes
the issuance of up to a total of 2,385 shares of common stock. This
amount is subject to increase for shares issued in the event of a stock
dividend, stock split, subdivision or combination or other similar change
in the capital structure of the Company, or any other event that, in the
judgment of the Executive Compensation Committee (the “Committee”),
necessitates adjustment of the maximum number of shares available. The
2003 Plan authorizes the issuance of various stock incentives to any employee
of the Company or any subsidiary and any member of the Board that the
Committee determines has contributed to the profits or growth of the Company
or its affiliates, including nonqualified or incentive stock options,
stock appreciation rights, shares of restricted stock, performance shares
and incentive awards.
|
|
Stock
options granted under the 2003 Plan allow for the purchase of common stock
at prices determined at the time the option is granted by the Committee.
Stock appreciation rights (SARs) may be granted under the 2003 Plan
in relation to option grants or independently of option grants. SARs
generally entitle the participant to receive in cash the excess of the
fair market value of a share of common stock on the date of exercise over
the value of the SAR at the date of grant. Restricted stock is common
stock that is both nontransferable and forfeitable unless and until certain
conditions are satisfied. The shares pay dividends and have ordinary
voting rights but are forfeitable if employment or Board service terminates
before vesting. Pursuant to the DIMON Deferred Compensation Plan,
Board members and certain other employees may defer both option and restricted
share awards. See also Note K to the “Notes to the Consolidate
Financial Statements.” As of March 31, 2004, 17 restricted
shares had been deferred by Board members. As of March 31, 2004, 402 shares
of restricted stock had been awarded under the Incentive Plan and 345
shares were outstanding. Performance shares granted under the 2003
Plan are an award, stated with respect to a specified number of shares
of common stock that entitles the holder to receive shares of common stock,
cash or a combination of both. As of March 31, 2004, no performance
shares had been awarded under the Incentive Plan. Incentive awards
granted under the Incentive Plan allow for selected individuals to receive
cash payments upon attainment of stated performance objectives determined
by the Committee. No awards may be granted under the 2003 Plan,
as amended, after December 31, 2013.
|
|
The
outstanding options and SARs awarded under the Prior Plan become exercisable
on various dates as originally determined for the grants. Under
the 2003 Incentive Plan, the Committee will determine the dates that the
options and SARs become exercisable.
|
|
Prior
to the authorization of the 2003 Plan, the Company maintained the DIMON
Incorporated Directors’ Stock Plan which replaced The Non-Employee
Directors’ Stock Option Plan. As of March 31, 2004 options to purchase
60 shares had been granted of which 55 shares were outstanding under the
Directors Plan and 24 shares had been granted and were outstanding under
the Non-Employee Directors’ Stock Option Plan. There are no plans
to make any further awards under these plans.
|
|
The
Company accounts for the costs of SARs as compensation charges to the
income statement with quarterly adjustments for market price fluctuations.
All other options are treated as equivalent shares outstanding. There
was a $307 credit to income in 2004, $270 charge to income in 2003 and
$218 credit to income in 2002 arising from adjustments in fair market
values of the SARs.
|
|
Certain
potentially dilutive options outstanding at June 30, 2003 and 2002, were
not included in the computation of earnings per diluted share because
their exercise prices were greater than the average market price of the
common shares during the period, and accordingly, their effect is antidilutive.
These shares totaled 2,032 at a weighted-average exercise price
of $14.41 per share for 2003; and 2,300 shares at a weighted-average exercise
price of $15.08 per share in 2002. At March 31, 2004, all outstanding
options were excluded from the computation of earnings per diluted share
because the effect of their inclusion was antidilutive. These shares
totaled 3,591 at a weighted-average exercise price of $10.19 per share.
|
|
|
|
|
|
-49-
|
|
|
|
|
|
ITEM 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA (Continued)
|
|
|
|
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
DIMON Incorporated and Subsidiaries
(in thousands)
|
|
|
|
|
|
Note I –
Stock Incentive Plan (Continued)
|
|
|
|
|
|
|
Information
with respect to options and SARs follows:
|
|
|
| |
March 31,
|
June 30,
|
|
|
2004
|
2003
|
2002
|
|
Options and SARs outstanding
at beginning of year
|
4,137
|
3,716
|
3,253
|
|
Options and SARs granted
|
625
|
738
|
670
|
|
Options and SARs exercised
|
(267)
|
(22)
|
-
|
|
Options and SARs cancelled
|
(160)
|
(295)
|
(207)
|
|
|
|
|
|
|
Options and SARs outstanding
at end of year
|
4,335
|
4,137
|
3,716
|
|
|
|
|
SARs included as outstanding
at end of year
|
744
|
750
|
637
|
|
|
|
|
|
|
Options available for
future grants at end of year
|
2,385
|
853
|
1,377
|
|
|
|
|
|
|
Options and SARs exercisable
at end of year
|
2,456
|
2,221
|
2,277
|
|
Option and SAR exercise
prices per share:
|
|
|
|
|
Date of grant
|
(at lowest price)
|
$ 6.95
|
$ 6.25
|
$ 7.44
|
| |
(at highest price)
|
6.95
|
6.25
|
7.44
|
|
Exercised
|
(at lowest price)
|
2.81
|
4.63
|
-
|
| |
(at highest price)
|
5.50
|
4.63
|
-
|
|
Cancelled
|
(at lowest price)
|
6.25
|
2.81
|
2.81
|
| |
(at highest price)
|
22.31
|
22.31
|
22.31
|
|
|
|
Weighted
average option exercise price information for 2004, 2003 and 2002 follows:
|
|
|
| |
March 31,
|
June 30,
|
| |
2004
|
2003
|
2002
|
|
Outstanding at beginning
of year
|
$9.73
|
$11.08
|
$12.03
|
|
Granted during the year
|
6.95
|
6.25
|
7.44
|
|
Exercised during the
year
|
3.27
|
4.63
|
-
|
|
Cancelled during the
year
|
15.50
|
18.79
|
14.29
|
|
Outstanding at end of
year
|
9.52
|
9.73
|
11.08
|
|
Exercisable at end of
year
|
11.56
|
13.35
|
14.93
|
| |
| |
|
-50-
|
| |
|
|
|
ITEM 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA (Continued)
|
|
|
|
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
DIMON Incorporated and Subsidiaries
(in thousands)
|
|
|
|
|
|
Note I –
Stock Incentive Plan (Continued)
|
|
Option
and SARS groups outstanding at March 31, 2004 and related weighted average
price and life information follows:
|
|
|
| |
Grant Date
by Fiscal Year
|
Outstanding
|
Exercisable
|
Exercise
Price
|
Remaining
Life
(Fiscal Years)
|
| |
1995
|
253
|
253
|
$13.97
|
-
|
| |
1996
|
278
|
278
|
16.97
|
1
|
| |
1997
|
302
|
302
|
18.18
|
2
|
| |
1998
|
324
|
324
|
22.33
|
3
|
| |
1999
|
613
|
613
|
7.94
|
4
|
| |
2000
|
116
|
116
|
4.63
|
5
|
| |
2001
|
448
|
448
|
2.88
|
6
|
| |
2002
|
652
|
45
|
7.44
|
7
|
| |
2003
|
732
|
50
|
6.25
|
8
|
| |
2004
|
617
|
27
|
6.95
|
9
|
| |
|
4,335
|
2,456
|
|
|
|
|
|
|
|
The
weighted average fair value at date of grant for options and SARS granted
during 2004 and 2003 was $2.63 and $1.97 per option, respectively. The
fair value of options and SARS at date of grant was estimated using the
Black-Scholes model with the following weighted average assumptions:
|
|
|
|
Black-Scholes
Assumptions
|
2004
|
|
2003
|
|
| |
Expected Life in Years
|
7
|
|
7
|
|
| |
Interest Rate
|
4.21%
|
|
4.04%
|
|
| |
Volatility
|
52.58%
|
|
55.01%
|
|
| |
Dividend Yield
|
4.32%
|
|
4.80%
|
|
|
|
|
|
|
-51-
|
|
|
|
ITEM 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA (Continued)
|
|
|
|
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
DIMON Incorporated and Subsidiaries
(in thousands)
|
|
|
|
|
|
Note J –
Income Taxes
|
|
The
components of income (loss) before income taxes, equity in net income
(loss) of investee companies, minority interests and extraordinary item
consisted of the following:
|
|
|
| |
Nine Months
|
|
| |
Ended
|
|
| |
March 31,
|
Years Ended
June 30,
|
| |
2004
|
2003
|
2002
|
|
U.S.
|
$(20,291)
|
$(39,684)
|
$(46,095)
|
|
Non-U.S.
|
(15,541)
|
74,498
|
84,061
|
|
Total
|
$(35,832)
|
$ 34,814
|
$ 37,966
|
|
|
|
The
details of the amount shown for income taxes in the Statements of Consolidated
Income and Comprehensive Income follow:
|
|
|
| |
Nine Months
|
|
| |
Ended
|
|
| |
March 31,
|
Years Ended
June 30,
|
| |
2004
|
2003
|
2002
|
|
Current
|
|
|
|
|
Federal
|
$ (60)
|
$ 1,165
|
$ 688
|
|
State
|
-
|
-
|
-
|
|
Non-U.S.
|
11,022
|
23,742
|
9,524
|
| |
$10,962
|
$24,907
|
$10,212
|
|
|
|
|
|
|
Deferred
|
|
|
|
|
Federal
|
$(13,175)
|
$(10,779)
|
$ (505)
|
|
State
|
3,211
|
(959)
|
-
|
|
Non-U.S.
|
(1,650)
|
(4,058)
|
495
|
| |
$(11,614)
|
$(15,796)
|
$ (10)
|
|
Total
|
$ (652)
|
$ 9,111
|
$ 10,202
|
|
|
|
|
|
|
|
|
The
reasons for the difference between income tax expense based on income
(loss) before income taxes, equity in net income (loss) of investee companies,
minority interests and extraordinary item and the amount computed by applying
the U.S. statutory federal income tax rate to such income are as follows:
|
|
|
| |
Nine Months
|
|
| |
Ended
|
|
| |
March 31,
|
Years Ended
June 30,
|
| |
2004
|
2003
|
2002
|
|
Tax expense (benefit)
at U.S. statutory rate
|
$(12,541)
|
$ 12,185
|
$ 13,288
|
|
Effect of non-U.S. income
taxes
|
594
|
303
|
(10,785)
|
|
U.S. taxes on non-U.S.
income, net of tax credits
|
1,400
|
4,520
|
7,207
|
|
Goodwill impairment
|
1,904
|
-
|
-
|
|
Expired tax credits
|
3,000
|
-
|
-
|
|
Permanent items
|
4,991
|
(7,897)
|
492
|
|
Actual tax expense (benefit)
|
$ (652)
|
$ 9,111
|
$ 10,202
|
|
|
|
|
|
-52-
|
|
|
|
|
|
ITEM 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA (Continued)
|
|
|
|
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
DIMON Incorporated and Subsidiaries
(in thousands)
|
|
|
|
Note J –
Income Taxes (Continued)
|
|
|
|
The deferred tax liabilities
(assets) are comprised of the following:
|
|
|
|
|
| |
March 31,
|
June 30,
|
| |
2004
|
2003
|
|
Deferred tax liabilities:
|
|
|
|
Non-U.S.
taxes
|
$ 1,463
|
$ 3,550
|
|
Unremitted
earnings of non-U.S. subsidiaries
|
1,400
|
-
|
|
Fixed
assets
|
9,996
|
12,202
|
|
Total deferred tax liabilities
|
$12,859
|
$ 15,752
|
|
|
|
|
|
Deferred tax assets:
|
|
|
|
Reserves
and accruals
|
$(7,373)
|
$ (10,642)
|
|
Restructuring
accruals
|
(4,439)
|
(1,091)
|
|
Tax
Credits
|
(4,639)
|
(8,242)
|
|
Tax
loss carryforwards
|
(38,068)
|
(20,407)
|
|
Derivative
transactions
|
(8,174)
|
(10,848)
|
|
Postretirement
and other benefits
|
(18,449)
|
(15,696)
|
|
Other
|
(6,181)
|
(4,757)
|
|
|
|
|
|
Gross deferred tax assets
|
(87,323)
|
(71,683)
|
|
Valuation allowance
|
22,632
|
16,504
|
|
Total deferred tax assets
|
$(64,691)
|
$(55,179)
|
|
Net deferred tax asset
|
$(51,832)
|
$(39,427)
|
|
|
|
|
|
|
|
|
|
The following table presents
the breakdown between current and non-current (assets) liabilities:
|
|
|
|
|
| |
2004
|
2003
|
|
Current asset
|
$(8,510)
|
$(8,875)
|
|
Non current asset
|
(48,390)
|
(34,680)
|
|
Non current liability
|
5,068
|
4,128
|
|
Net deferred tax asset
|
$(51,832)
|
$(39,427)
|
|
|
|
|
|
The current
portion of the deferred tax asset is included in “current deferred
and recoverable income taxes” and the non-current asset is included
in “deferred taxes and other deferred charges.”
|
|
For
the nine months ended March 31, 2004, the valuation allowance increased
by $6,128 due primarily to additional tax loss carryovers and management’s
judgment as to realization of certain deferred tax assets. For the
year ended June 30, 2003, the valuation allowance decreased by $14,192
due primarily to utilization of foreign tax credit carryovers in the U.S.
At March 31, 2004 the Company has non-U.S. tax loss carryovers of
$44,049 and U.S. federal and state tax loss carryovers
of $52,250 and $156,918, respectively, that expire in 2005 and thereafter.
Valuation allowances of $ 22,632 and $16,504 remain at March 31, 2004
and June 30, 2003, respectively, primarily related to state and non-U.S.
tax loss carryovers and foreign tax credits that begin expiring in 2004.
|
|
Realization
of deferred tax assets is dependent on generating sufficient taxable income
prior to expiration of the loss carryovers. Although realization
is not assured, management believes it is more likely that not that all
of the deferred tax assets, net of applicable valuation allowances, will
be realized. The amount of the deferred tax assets considered realizable
could be reduced or increased if estimates of future taxable income change
during the carryover period.
|
|
|
|
|
|
-53-
|
| |
|
|
|
ITEM 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA (Continued)
|
|
|
|
|
|
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
DIMON Incorporated and Subsidiaries
(in thousands)
|
|
|
|
|
|
Note J –
Income Taxes (Continued)
|
|
|
|
The
Company has provided deferred income taxes of $1,400 for the estimated
U.S. income taxes, net of foreign tax credits, pursuant to its plans to
remit certain undistributed earnings from foreign subsidiaries. No
provision has been made for U.S. or foreign taxes that may result from
future remittances of approximately $141,000 of undistributed earnings
of foreign subsidiaries because management expects that such earnings
will be reinvested overseas indefinitely. Determination of the amount
of any unrecognized deferred income tax liability on these unremitted
earnings is not practicable.
|
|
|
|
|
|
Note K –
Employee Benefits
|
| |
|
Retirement Benefits
|
|
The Company
has a Cash Balance Plan that provides retirement benefits for substantially
all U.S. salaried personnel based on years of service rendered, age and
compensation. The Company also maintains various other Excess
Benefit and Supplemental Plans that provide additional benefits to (1)
certain individuals whose compensation and the resulting benefits that
would have actually been paid are limited by regulations imposed by the
Internal Revenue Code and (2) certain individuals in key positions. The
Company funds these plans in amounts consistent with the funding requirements
of Federal Law and Regulations.
|
|
Additional
non-U.S. plans sponsored by certain subsidiaries cover substantially all
of the full-time employees located in Germany, Greece, Italy and Turkey.
|
|
A
reconciliation of benefit obligations, plan assets and funded status of
the plans at March 31, 2004 and June 30, 2003, the measurement dates,
was as follows:
|
|
|
| |
March 31,
|
June 30,
|
| |
2004
|
2003
|
|
Change in Benefit Obligation
|
|
|
| |
Benefit obligation, beginning
|
$68,574
|
$60,248
|
| |
Service cost
|
2,408
|
2,467
|
| |
Interest cost
|
3,276
|
4,294
|
| |
Actuarial loss
|
1,956
|
7,102
|
| |
Amendments and curtailments
|
131
|
79
|
| |
Benefits paid
|
(3,783)
|
(5,616)
|
| |
Benefit obligation, ending
|
$72,562
|
$68,574
|
|
|
|
|
|
Change in Plan Assets
|
|
|
| |
Fair value of plan assets,
beginning
|
$33,140
|
$35,951
|
| |
Actual return on plan
assets
|
2,209
|
967
|
| |
Company contribution
|
2,310
|
1,838
|
| |
Benefits paid
|
(3,886)
|
(5,616)
|
| |
Fair value of plan assets,
ending
|
$33,773
|
$33,140
|
|
|
|
Funded status of plan
|
$(38,789)
|
$(35,434)
|
|
Unrecognized actuarial
loss
|
9,817
|
9,423
|
|
Unrecognized prior service
cost
|
2,873
|
2,609
|
| |
Net
amount recognized
|
$(26,099)
|
$(23,402)
|
|
|
|
|
|
-54-
|
|
|
|
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DIMON Incorporated and Subsidiaries
(in thousands)
|
|
Note K – Employee Benefits (Continued)
|
Retirement Benefits (Continued)
|
| | March 31,
| June 30,
|
| | 2004
| 2003
|
Amounts Recognized in the Consolidated Balance Sheet Consist of:
| | |
Prepaid benefit cost
| $ -
| $ -
|
Accrued benefit liability
| (34,477)
| (30,519)
|
Intangible asset
| 1,934
| 2,002
|
Accumulated other comprehensive income
| 6,444
| 5,115
|
Net amount recognized
| $(26,099)
| $(23,402)
|
| | |
|
The accumulated benefit obligation for all defined benefit pension plans was $67,329 at March 31, 2004 and $64,007 at June 30, 2003.
|
| | |
| | March 31,
| June 30,
|
| | 2004
| 2003
|
Information for Pension Plans with Accumulated Benefit
| | |
Obligation in Excess of Plan Assets:
| | |
Projected benefit obligation
| $72,562
| $68,574
|
Accumulated benefit obligation
| 67,329
| 64,007
|
Fair value of plan assets
| 33,773
| 33,140
|
|
Net periodic pension costs included the following components:
|
| | |
| | Nine Months
| | |
| | Ended
| | |
| | March 31,
| Years Ended June 30,
| |
| 2004
| 2003
| 2002
| |
Service cost
| $2,409
| $2,467
| $1,912
| |
Interest expense
| 3,276
| 4,294
| 4,235
| |
Expected return on plan assets
| (1,891)
| (3,039)
| (3,625)
| |
Amortization of prior service cost
| 272
| 316
| 283
| |
Amortization of transition amount
| -
| (252)
| (348)
| |
Actuarial loss (gain)
| 656
| 291
| (225)
| |
Net periodic pension cost
| $4,722
| $4,077
| $2,232
| |
| | | | |
|
| | March 31,
| June 30,
|
| | 2004
| 2003
|
Additional Information:
| | |
Increase in minimum liability included in other comprehensive income
| $6,444
| $5,115
|
|
For the U.S. plans, benefit obligations and net periodic pension costs for the Retirement Plan and the Excess Benefit and Supplemental Plans were determined using assumed discount rates of 6.00% for 2004 and 2003 and 7.25% for 2002. Assumed compensation increases were 4.0% for 2004, 3.5% for 2003 and 4.0% for 2002 for the Retirement Plan and for the Excess Benefit Plan. The assumed long-term rate of return on plan assets was 8.5% for 2004, 8.0% for 2003 and 9.0% for 2002 for the Retirement Plan. The expected long-term rate of return on assets was determined based upon historical investment performance, current asset allocation and estimates of future investment performance by asset class. For non-U.S. plans, discount rates and assumed compensation increases are in accordance with locally accepted practic
e. No assumed long-term rate of return is made for non-U.S. plan assets as these plans are generally not funded.
|
|
-55-
|
|
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DIMON Incorporated and Subsidiaries
(in thousands)
|
|
Note K – Employee Benefits (Continued)
|
|
Plan Assets
|
The Company’s pension plan weighted-average asset allocations at March 31, 2004 and June 30, 2003 by asset category are as follows:
|
| | March 31,
| June 30,
|
| | 2004
| 2003
|
Asset Category:
| | |
| | Equity securities
| 39%
| 48%
|
| | Fixed income
| 18%
| 46%
|
| | Other short term investments
| 43%
| 6%
|
| | Total
| 100%
| 100%
|
|
The Company’s investment objectives are to generate consistent total investment return to pay anticipated plan benefits, while minimizing long-term costs. Financial objectives underlying this policy include maintaining plan contributions at a reasonable level relative to benefits provided and assuring that unfunded obligations do not grow to a level to adversely affect the Company’s financial health. The Company’s target asset allocation strategy is a 60%/40% allocation between equity and fixed income securities. As of March 31, 2004, based upon the recommendation of the Company’s Investment Advisor and the Investment Committee, new investment managers had been selected. The asset allocation at March 31, 2004 does not reflect the eventual investment allocation after all funds were transferred and invested by the new investment managers in April 2004. Manager perf
ormance is measured against investment objectives and objective benchmarks, including: Salomon 90 Day Treasury Bill, Lehman Brothers Intermediate Govt; Credit, Lehman Aggregate Index, Russell 1000 Value, Russell 1000 Growth, Russell 2500 Value, Russell 2000 Growth, and MSCI EAFE. The Portfolio Objective is to exceed the actuarial return on assets assumption. Management regularly reviews portfolio allocations and periodically rebalances the portfolio to the targeted allocations when considered appropriate. Equity securities do not include the Company’s common stock.
|
|
Cash Flows
|
Contributions
|
The Company expects to contribute $550 to its pension plan in 2005.
|
|
Estimated Future Benefit Payments
|
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:
|
|
| | Pension
| Other
|
| | Benefits
| Benefits
|
2005
| $ 4,634
| $2,212
|
2006
| 4,563
| 2,140
|
2007
| 5,208
| 2,080
|
2008
| 5,408
| 2,030
|
2009
| 4,950
| 1,964
|
Years 2010-2014
| 31,076
| 9,413
|
|
| |
The Company also sponsors a 401-k savings plan for most of its salaried employees located in the United States. The Company’s contributions to the plan were $295 in 2004, $401 in 2003 and $396 in 2002.
|
|
The DIMON Compensation Deferral Plan was approved by the Board on June 23, 2003. The plan is available to certain employees and non-employee members of the Board. Eligible participants may elect to defer specified portions of cash or equity based compensation received and have the deferred amount treated as if invested in specified investment vehicles. The Compensation Deferral Plan is unfunded with a payable of $165 at March 31, 2004. Withdrawals from the Plan are not permitted until the termination of a participant’s service. See also Note I to the “Notes to Consolidated Financial Statements” for further information regarding equity based compensation.
|
|
-56-
|
|
|
|
ITEM 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA (Continued)
|
|
|
|
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
DIMON Incorporated and Subsidiaries
(in thousands)
|
|
|
|
|
|
Note K –
Employee Benefits (Continued)
|
|
Postretirement Health
and Life Insurance Benefits
|
|
The Company
provides certain health and life insurance benefits to retired U.S. employees
(and their eligible dependents) who meet specified age and service requirements.
Plan assets consist of paid-up life insurance policies on certain
current retirees. The Company retains the right, subject to existing
agreements, to modify or eliminate the medical benefits.
|
|
|
|
A
reconciliation of benefit obligations, plan assets and funded status of
the plans was as follows:
|
|
|
| |
March 31,
|
June 30,
|
| |
2004
|
2003
|
|
Change in Benefit Obligation
|
|
|
| |
Benefit obligation, beginning
|
$22,048
|
$14,503
|
| |
Service cost
|
335
|
342
|
| |
Interest cost
|
1,005
|
1,357
|
| |
Actuarial loss
|
1,068
|
7,924
|
| |
Benefits paid
|
(1,409)
|
(2,078)
|
| |
Benefit obligation, ending
|
$23,047
|
$22,048
|
|
|
|
|
|
Change in Plan Assets
|
|
|
| |
Fair value of plan assets,
beginning
|
$
154
|
$
95
|
| |
Actual return on plan
assets
|
(29)
|
(8)
|
| |
Company contribution
|
153
|
185
|
| |
Benefits paid
|
(233)
|
(118)
|
| |
Fair value of plan assets,
ending
|
$
45
|
$
154
|
|
|
|
|
|
Funded status of plan
|
$(23,002)
|
$(21,894)
|
|
Unrecognized actuarial
loss
|
8,793
|
8,004
|
|
Unrecognized prior service
cost
|
(2,001)
|
(2,232)
|
| |
Net
amount recognized
|
$(16,210)
|
$(16,122)
|
|
|
|
|
|
Amounts Recognized in
the Consolidated Balance Sheet Consist of:
|
|
|
| |
Prepaid benefit cost
|
$
-
|
$ -
|
| |
Accrued benefit liability
|
(16,210)
|
(16,122)
|
| |
Intangible asset
|
-
|
-
|
| |
Accumulated other comprehensive
income
|
-
|
-
|
| |
Net amount recognized
|
$(16,210)
|
$(16,122)
|
|
|
|
|
|
For
measurement purposes, a 10.0% annual rate of increase in the per capita
cost of covered health care benefits was assumed for 2004 and 2003. The
rate was assumed to decrease gradually to 5.0% by the year 2011 in 2004
and 2010 in 2003. Benefit obligations and net periodic pension costs
were determined using assumed discount rates of 6.00% for 2004 and 2003
and 7.25% for 2002. Assumed compensation increases were 4.0% for
2004, 3.5% for 2003 and 4.0% for 2002. The assumed long-term rate of return
on plan assets was 4.75% for 2004, 5.5% for 2003 and 2002. The expected
long-term rate of return on assets was determined based upon historical
investment performance, current asset allocation and estimates of future
investment performance by asset class.
|
|
|
|
|
|
-57-
|
|
|
|
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DIMON Incorporated and Subsidiaries
(in thousands)
|
|
Note K – Employee Benefits (Continued)
|
Postretirement Health and Life Insurance Benefits (Continued)
|
Plan Assets
|
The Company’s pension plan weighted-average asset allocations at March 31, 2004 and June 30, 2003 by asset category are as follows:
|
|
| | March 31,
| June 30,
|
| | 2004
| 2003
|
Asset Category:
| | |
Fixed Income
| 100%
| 100%
|
|
The Company’s investment objectives are to generate consistent total investment return to pay anticipated plan benefits, while minimizing long-term costs. Financial objectives underlying this policy include maintaining plan contributions at a reasonable level relative to benefits provided and assuring that unfunded obligations do not grow to a level to adversely affect the Company’s financial health. The Company’s target asset allocation strategy for postretirement benefits is a 100% allocation in fixed income securities.
|
|
Net periodic benefit costs included the following components:
|
|
| | Nine Months
| |
| | Ended
| |
| | March 31,
| Years Ended June 30,
|
| | 2004
| 2003
| 2002
|
Service cost
| $ 335
| $ 342
| $ 199
|
Interest expense
| 1,005
| 1,357
| 1,004
|
Expected return on plan assets
| (6)
| (5)
| (10)
|
Amortization of prior service cost
| (231)
| (308)
| (308)
|
Actuarial (gain)/loss
| 314
| 194
| (33)
|
Net pension cost
| $1,417
| $1,580
| $ 852
|
| | | | |
|
Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage-point change in assumed health care cost trend rates would have the following effects:
|
|
| | 1-Percentage-
Point Increase
| 1-Percentage-
Point Decrease
|
Effect on total of service and interest cost components
| $ 120
| $ (104)
|
Effect on postretirement benefit obligation
| 1,130
| (1,004)
|
|
|
The Company continues to evaluate ways to better manage these benefits and control the costs. Any changes in the plan or revisions to assumptions that affect the amount of expected future benefits may have a significant effect on the amount of the reported obligation and annual expense. The Company expects to contribute $300 to its postretirement benefit plan in 2005.
|
Employees in operations located in certain foreign countries are covered by various foreign postretirement life insurance benefit arrangements. There are no postretirement health benefits due to coverage ceasing at retirement or coverage continuing through a national health system. For these foreign plans, the cost of benefits charged to income was not material in 2004, 2003 and 2002.
|
|
Note L – Segment Information
|
The Company operates in one segment, the tobacco business: purchasing, processing, selling and storing leaf tobacco. The Company purchases tobacco in more than 40 countries and ships tobacco to approximately 90 countries.
|
Geographic information as to sales and other operating revenues is based on the destination of the product sold. Long-lived assets are classified based on the location of the asset.
|
|
-58-
|
|
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DIMON Incorporated and Subsidiaries
(in thousands)
|
|
Note L – Segment Information (Continued)
|
|
| | Nine Months
| |
| | Ended
| Years Ended
|
| | March 31,
| June 30,
|
| | 2004
| 2003
| 2002
|
Sales and Other Operating Revenues:
| | | |
| | United States
| $181,345
| $ 239,207
| $ 248,620
|
| | Germany
| 100,980
| 175,700
| 186,480
|
| | Japan
| 67,043
| 133,418
| 133,861
|
| | Other
| 485,923
| 720,427
| 686,780
|
| | | $835,291
| $1,268,752
| $1,255,741
|
|
Sales and Other Operating Revenues to Major Customers:
|
| | Of the 2004, 2003 and 2002 sales and other operating revenues, approximately 34%, 38% and 35%, respectively, were to various tobacco companies which management has reason to believe are now owned by or under the common control of two companies. (The following table summarizes the net sales to each customer for the periods indicated: )
| |
|
Customer A
| $148,456
| $215,988
| $ 166,675
|
Customer B
| 134,787
| 264,547
| 275,487
|
| | $283,243
| $480,535
| $ 442,162
|
| | | |
Long-Lived Assets:
| | | |
| | United States
| $ 23,543
| $ 37,503
| $ 44,599
|
| | Brazil
| 45,592
| 40,262
| 38,979
|
| | Malawi
| 24,208
| 25,566
| 28,107
|
| | Tanzania
| 21,663
| 22,582
| 24,470
|
| | Zimbabwe
| 39,685
| 46,292
| 49,418
|
| | South America
| 1,835
| 1,769
| 1,970
|
| | Europe
| 51,729
| 51,693
| 42,805
|
| | Asia
| 6,695
| 7,043
| 7,306
|
| | Other
| 25,158
| 19,785
| 19,630
|
| | Long-Lived Assets
| $240,108
| $252,495
| $257,284
|
|
|
Note M – Shareholder Rights Plan
|
Pursuant to a Rights Agreement, dated as of March 31, 1995, between the Company and First Union National Bank of North Carolina, as Rights Agent, one right to purchase common stock is attached to each share of DIMON common stock. Each right entitles the holder thereof to purchase from the Company one share of common stock at a price of $65.00 per share only after the date on which any person or group of affiliated persons acquires additional shares of common stock representing 10% or more of the outstanding common stock (a “Triggering Event”). After a Triggering Event, each holder of a right will have the right to receive common stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the right, and all rights that are beneficially owned by such acquiring per
son (or certain related parties) will be null and void. If the Company is acquired in a merger or other business combination, each right will entitle the holder, other than the acquiring person, to purchase securities of the surviving company having a market value equal to twice the exercise price of the rights. Following the acquisition by any person of more than the threshold percentage of the Company’s outstanding common stock but less than 50% of such stock, the Company may exchange one share of common stock for each right (other than rights held by such acquiring person). Until the rights become exercisable, they may be redeemed by the Company at a price of one cent per right. The rights expire on March 31, 2005.
|
|
-59-
|
|
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
|
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DIMON Incorporated and Subsidiaries
(in thousands)
|
|
|
Note N – Contingencies and Other Information
|
In 1993 and 1996, the Company received notices from Brazilian tax authorities of proposed adjustments to the income tax returns of the Company’s entities located in Brazil for the calendar years ending 1988 through 1992. The Company has successfully defeated many of the proposed adjustments in litigation and settled the other issues under REFIS and Tax Amnesty programs. As of March 31, 2004, total tax, penalties and interest relating to still unresolved issues is approximately $1.4 million.
|
On October 31, 2002, the Company received an assessment from the tax authorities in Germany regarding the taxable gain from the sale of its flower operations, Florimex, in September 1998. The report concluded the values of the real estate located in Germany were greater than those arrived at with the buyer of the flower operation. The proposed adjustment to income tax, including interest, is equivalent to approximately $5.1 million for federal corporate income tax and $2.9 million for local trade income tax. The Company has challenged this finding with valuations that support the values used in the original filings and is currently discussing the issue with the tax officials in Germany.
|
In September 2002 and in January 2004, the Company’s Tanzanian operation received assessments for income taxes equivalent to approximately $1.0 million and $5.3 million, respectively. The Company has filed protests and appeals and is currently awaiting replies.
|
The Company believes it has properly reported its income and paid its taxes in Brazil, Germany and Tanzania in accordance with applicable laws and intends to vigorously contest the proposed adjustments. The Company expects the ultimate resolution of these matters will not have a material adverse effect on the Company’s consolidated balance sheet or results of operations.
|
In October 2001, the Directorate General for Competition (DGCOMP) of the European Commission (EC) began conducting an administrative investigation into certain tobacco buying and selling practices alleged to have occurred within the leaf tobacco industry in Spain and Italy. The Company believes that the DGCOMP may be conducting similar investigations in other countries. Its subsidiaries in Spain (Agroexpansion) and Italy (DIMON Italia) are cooperating with the DGCOMP. Based on its understanding of the facts pertaining to the activities of Spanish and Italian tobacco processors, including Agroexpansion and DIMON Italia, respectively, the Company believes there have been infringements of EU law. Agroexpansion and DIMON Italia believe that there are mitigating circumstances in the structure and traditional operation of tobacco productio
n and processing in these markets. In December 2003 and February 2004, the EC issued Statements of Objections (“the Statements”) relating to buying practices in Spain and Italy, respectively. The Statements allege that the buying practices of the tobacco processors and producers in Spain and Italy constitute infringements of EU competition laws. The Statements indicated that the EC intends to assess administrative penalties, but did not provide any indication as to what those penalties may be. Both Agroexpansion and DIMON Italia have filed a response to the Statements of Objections relating to Spain and Italy, respectively. The EU conducted an oral hearing on the Spanish matter in March 2004 and has scheduled an oral hearing of the Italian matter during June. Although it is impossible to assess the amount of any penalties at this time, they could be material to the Company’s earnings. The Company believes that the cooperation of its subsidiaries with t
he DGCOMP during its investigations could result in a reduction of the amount of any penalties that otherwise could be imposed.
|
In September 2002, the Argentina National Commission for Defense of Competition (“NCDC”) began an administrative inquiry into the tobacco and cigarette industry in Argentina. The Company’s subsidiary in Argentina, DIMON Argentina S.A., is cooperating with the NCDC. The Company cannot predict whether the inquiry will result in any further action by the NCDC.
|
The Company recently discovered potential irregularities with respect to certain bank accounts in two countries in southern Europe and central Asia. The Audit Committee of the Company’s Board of Directors engaged an outside law firm to conduct an investigation of activity relating to these accounts. That investigation revealed that, although the amounts involved were not material and had no material impact on the Company’s historical financial statements, there have been payments from these accounts that may have violated the U.S. Foreign Corrupt Practices Act. The Company voluntarily reported the payments to the appropriate U.S. authorities. The Company has closed the accounts in question and is implementing personnel changes and other measures designed to prevent similar situations in the future, including the addition of
new finance and internal audit staff in Europe and enhancement of existing training programs.
|
|
|
-60-
|
|
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (Continued)
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
DIMON Incorporated and Subsidiaries
(in thousands)
|
|
Note N – Contingencies and Other Information (Continued)
|
If the U.S. authorities determine that there have been violations of the Foreign Corrupt Practices Act, they may seek to impose sanctions on the Company that may include injunctive relief, disgorgement, fines, penalties and modifications to business practices. It is not possible to predict at this time whether the authorities will determine that violations have occurred, and if they do, what sanctions they might seek to impose. It is also not possible to predict how the government’s investigation or any resulting sanctions may impact the Company’s business, results of operations or financial performance, although any monetary penalty assessed may be material to its results of operations in the quarter in which it is imposed. The Company will continue to cooperate with the authorities in these matters.
|
The Company and certain of its foreign subsidiaries guarantee bank loans to growers to finance their crop. Under longer-term arrangements, the Company may also guarantee financing on growers’ construction of curing barns or other tobacco production assets. The Company also guarantees bank loans to certain tobacco cooperatives to assist with the financing of their growers’ crops. Guaranteed loans are generally repaid concurrent with the delivery of tobacco to the Company. The Company is obligated to repay any guaranteed loan should the grower or tobacco cooperative default. If default occurs, the Company has recourse against the grower or cooperative. At March 31, 2004, the Company is guarantor of an amount not to exceed $158.1 million with $142.3 million outstanding under these guarantees. The ma
jority of the current outstanding guarantees expire within the respective annual crop cycle. The Company considers the risk of significant loss under these guarantees and other contingencies to be remote, and the accrual recorded for exposure under them was not material at March 31, 2004.
|
On August 21, 2001, the Company’s subsidiary in Brazil won a claim related to certain excise taxes (“IPI credit bonus”) for the years 1983 through 1990 and is now pursuing collection. The collection procedures are not clear and the total realization process could potentially be over many years. The Company is unable to estimate the realizable value of this claim as of March 31, 2004.
|
Zimbabwe remains in a period of civil unrest in combination with a deteriorating economy. Should the current political situation continue, the Company could experience disruptions and delays associated with its Zimbabwe operations. If the political situation in Zimbabwe continues to deteriorate, the Company’s ability to recover its assets there could be impaired. The Company’s Zimbabwe subsidiary has long-lived assets of approximately $39.7 million as of March 31, 2004.
|
|
Note O – Extraordinary Item
|
On May 1, 2003, the Company received $2,734 from the United Nations Compensation Commission in connection with a claim filed by a predecessor company, Monk-Austin, Incorporated. The claim arose from an uncollected trade receivable from the Iraqi Tobacco Monopoly, which related to transactions that occurred prior to Iraq’s invasion of Kuwait in August 1990. The predecessor company charged off the entire receivable, net of tax, as a $5,202 extraordinary loss during its fiscal year 1991. The extraordinary gain of $1,777 is recorded net of tax of $957.
|
|
Note P – Selected Quarterly Financial Data (Unaudited)
|
Summarized quarterly financial information is as follows:
|
|
| | First
Quarter
As
Restated
| | Second
Quarter
As
Restated
| |
Third
Quarter
| |
Fiscal
Year
|
Nine Months Ended March 31, 2004
| | | | | | | |
Sales and Other Operating Revenue
| $236,490
| | $291,894
| | $306,907
| | $ 835,291
|
Gross Profit
| 41,946
| | 30,524
| | 30,753
| | 103,223
|
Net Income (Loss) (1)
| 5,469
| | (3,019)
| | (35,318)
| | (32,868)
|
Per Share of Common Stock:
| | | | | | | |
Basic Earnings (Loss) (2)
| .12
| | (.07)
| | (.79)
| | (.73)
|
Diluted Earnings (Loss) (2)
| .12*
| | (.07)*
| | (.79)*
| | (.73)*
|
Cash Dividends per Share
| .075
| | .075
| | .075
| | .225
|
Market Price
| - High
| 7.46
| | 7.60
| | 7.25
| | 7.60
|
| - Low
| 6.53
| | 6.40
| | 6.28
| | 6.28
|
| | | | | | | | |
|
-61-
|
|
|
|
|
|
|
ITEM 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA (Continued)
|
|
|
|
|
|
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
DIMON Incorporated and Subsidiaries
(in thousands)
|
|
|
|
|
|
Note P –
Selected Quarterly Financial Data (Continued)
|
|
|
| |
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Fiscal
Year
|
|
Year Ended June 30,
2003
|
|
|
|
|
|
|
|
|
|
|
Sales and Other Operating
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
$270,175
|
|
$304,910
|
|
$300,529
|
|
$393,138
|
|
$1,268,752
|
|
Gross Profit
|
54,831
|
|
43,375
|
|
40,255
|
|
68,793
|
|
207,254
|
|
Net Income before
|
|
|
|
|
|
|
|
|
|
|
extraordinary
items (3)
|
5,058
|
|
6,272
|
|
2,670
|
|
12,280
|
|
26,280
|
|
Per Share of Common Stock:
|
|
|
|
|
|
|
|
|
|
|
Basic Earnings
|
.11
|
|
.14
|
|
.06
|
|
.32
|
|
.63
|
|
Diluted Earnings
|
.11*
|
|
.14*
|
|
.06*
|
|
.31
|
|
.62*
|
|
Cash Dividends per Share
|
.05
|
|
.075
|
|
.075
|
|
.075
|
|
.275
|
|
Market Price
|
- High
|
7.00
|
|
6.60
|
|
7.50
|
|
7.44
|
|
7.50
|
|
|
- Low
|
5.45
|
|
5.35
|
|
5.60
|
|
5.69
|
|
5.35
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
(1)
|
Third quarter of fiscal
2004 includes $29,480 in restructuring and asset impairment charges.
|
|
(2)
|
Does not add due to rounding.
|
|
(3)
|
Fourth quarter of fiscal
2003 includes $6,000 for litigation settlement.
|
| |
|
|
*
|
Assumed
conversion of Convertible Debentures at the beginning of each period has
an antidilutive effect on earnings (loss) per share. For the second
and third quarters ended December 31, 2003 and March 31, 2004, respectively,
and the nine month transitional year ended March 31, 2004, all outstanding
restricted stock and stock options are excluded because their inclusion
would have an antidilutive effect on the loss per share.
|
|
|
|
The Company’s
unaudited consolidated financial statements for the first and second quarters
of 2004 have been restated for an error identified in the expense computation
and allocation of tobacco and property insurance. The effect on
the results of operations are summarized as follows:
|
|
|
Fiscal 2004
|
| |
First Quarter
|
|
Second Quarter
|
|
Gross Profit:
|
|
|
|
|
As
reported
|
$43,468
|
|
$31,467
|
|
As
restated
|
41,946
|
|
30,524
|
|
Net Income
(Loss):
|
|
|
|
|
As
reported
|
6,458
|
|
(2,406)
|
|
As
restated
|
5,469
|
|
(3,019)
|
|
Per Share
of Common Stock:
|
|
|
|
|
Basic Earnings:
|
|
|
|
|
As
reported
|
0.14
|
|
(0.05)
|
|
As
restated
|
0.12
|
|
(0.07)
|
|
Diluted
Earnings:
|
|
|
|
|
As
reported
|
0.14*
|
|
(0.05)*
|
|
As
restated
|
0.12*
|
|
(0.07)*
|
|
|
|
|
|
-62-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Report of
Independent Registered Public Accounting Firm
|
|
|
|
|
|
|
|
|
|
|
|
To the
Board of Directors and Shareholders of DIMON Incorporated
|
|
|
|
|
|
We have
audited the accompanying consolidated balance sheets of DIMON Incorporated
and subsidiaries as of March 31, 2004 and June 30, 2003, and the related
consolidated statements of income and comprehensive income, stockholders’
equity and cash flows for the nine month period ended March 31, 2004 and
for each of the two years in the period ended June 30, 2003. Our
audits also included the financial statement schedule listed in the Index
at Item 15(a). These financial statements and schedule are the responsibility
of the Company’s management. Our responsibility is to express
an opinion on these financial statements and schedule based on our audits.
|
|
|
|
We conducted
our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we
plan and perform the audits 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 consolidated financial position of DIMON Incorporated
and subsidiaries at March 31, 2004 and June 30, 2003, and the consolidated
results of their operations and their cash flows for the nine month period
ended March 31, 2004 and each of the two years in the period ended June
30, 2003, in conformity with U.S. generally accepted accounting principles.
Also, in our opinion, the related financial statement schedule,
when considered in relation to the basic financial statements taken as
a whole, presents fairly in all material respects the information set
forth therein.
|
|
|
|
As discussed
in Note A to the consolidated financial statements, in 2003 the Company
adopted Statement of Financial Accounting Standards No. 142, Goodwill
and Intangible Assets.
|
|
|
|
|
|
/s/ Ernst
& Young LLP
|
|
_____________________________________
|
|
Greensboro,
North Carolina
|
|
May 27,
2004,
|
|
except
for Note F, as to which the date is
|
|
June 9, 2004
|
|
|
|
|
|
-63-
|
|
|
|
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE-
|
None.
|
|
ITEM 9A. CONTROLS AND PROCEDURES
|
As of March 31, 2004, an evaluation was carried out under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15 under the Securities Exchange Act (the Act). Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports we file under the Act is recorded, processed, summarized, and reported by management of the Company on a timely basis in order to comply with the Company’s disclosure obligations under the Act and the Securities and Exchange Commission (SEC) rules thereunder.
|
|
Internal Control over Financial Reporting
|
Management, in consultation with Ernst & Young LLP (E&Y), the Company’s independent auditors, have identified and reported to the Audit Committee of the Board of Directors, certain matters involving internal control deficiencies considered to be “significant deficiencies” under the standards established by the American Institute of Certified Public Accountants (“AICPA”) and the SEC. E&Y has reported to the Audit Committee that none of the deficiencies is believed to be a material weakness. These deficiencies related to (a) internal controls to properly identify, classify and report cash payments and to prevent potentially improper payments (relating to the facts discussed in Note N to the “Notes to Consolidated Financial Statements”); (b) internal controls to properly report insurance expense (as disclosed in Note P to the ”Notes to Consolidated Financial Statement
s"); and (c) internal controls to monitor financial reporting over less significant foreign locations.
|
The Company has taken, and is continuing to implement, certain remedial measures with respect to these internal control deficiencies, including but not limited to (a) the closing of certain bank accounts with insufficient controls in certain foreign jurisdictions; (b) certain personnel changes including the addition of new finance and internal audit staff in Europe; (c) the enhancement of existing training programs; (d) the improvement of procedures for the review and reporting of insurance expense; (e) the reinforcement of compliance with existing processes and procedures relating to the financial statement close process; (f) expansion and enhancement of the periodic review process by the Company's financial and accounting personnel and (g) other measures designed to prevent similar situations in the future.
|
|
PART III
|
|
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
|
The information concerning directors and persons nominated to become directors of DIMON Incorporated included in the Proxy Statement under the headings “Proposal One-Election of Directors” and “Directors Biographies” is incorporated herein by reference. See "Additional Information - Executive Officers of the Company" at the end of Item I above for information about the executive officers of the Company.
|
|
Audit Committee
|
The information included in the Proxy Statement under the headings “Board Committees” and “Audit Matters” is incorporated herein by reference.
|
|
Section 16 Compliance
|
The information included in the Proxy Statement under the heading “Section 16(a) Beneficial Ownership Reporting Compliance” is incorporated herein by reference.
|
|
Code of Conduct
|
DIMON’s Code of Conduct, formerly the Compliance Guide, was first adopted in 1997 and predates the NYSE requirement. The Code of Conduct is our guide to ethical and lawful conduct. It clearly defines the Company’s expectations for legal and ethical behavior on the part of every DIMON director, officer and employee.
|
The Code of Conduct also governs DIMON’s principal financial officer and principal accounting officer. It is designed to deter wrongdoing and promote honest and ethical conduct in all aspects of the Company’s affairs.
|
The Code of Conduct is available at our website, www.dimon.com or by written request, without charge, addressed to: Corporate Secretary, DIMON Incorporated, 512 Bridge Street, Danville, VA 24541.
|
Any waiver of the Code of Conduct, for any director, officer or employee, would require approval by the Board of Directors and would be disclosed immediately thereafter to shareholders via the Company’s website, www.dimon.com.
|
|
-64-
|
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (Continued)
|
|
Corporate Governance
|
DIMON’s Board of Directors has adopted corporate governance guidelines and charters for its Audit Committee, Committee on Executive Compensation, and Governance & Nominating Committee. These governance documents are available on our website, www.dimon.com, or by written request, without charge, addressed to: Corporate Secretary, DIMON Incorporated, 512 Bridge Street, Danville, VA 24541.
|
|
ITEM 11. EXECUTIVE COMPENSATION
|
The information contained in the Proxy Statement under the captions “Compensation Matters” and "Compensation of Executive Officers" is incorporated herein by reference.
|
| |
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
The information contained in the Proxy Statement under the caption "Stock Ownership of Certain Beneficial Owners and Management" is incorporated herein by reference.
|
|
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
|
The information contained in the Proxy Statement under the caption "Employment and Consulting Agreements and Certain Business Relationships" is incorporated herein by reference.
|
|
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
|
The information contained in the Proxy Statement under the captions “Policy for Pre-Approval of Audit and Non-Audit Services” and “Audit and Non-Audit Fees” is incorporated herein by reference.
|
|
PART IV
|
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
|
| |
(a)
| (1) and (2)
|
| |
| | LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
|
| |
| | Statements of Consolidated Income and Comprehensive Income –Years
|
| | ended March 31, 2004, June 30, 2003 and 2002
|
| | Consolidated Balance Sheet—March 31, 2004 and June 30, 2003
|
| | Statement of Stockholders' Equity--Years ended March 31, 2004, June 30, 2003 and 2002
|
| | Statement of Consolidated Cash Flows--Years ended March 31, 2004, June 30, 2003 and 2002
|
| | Notes to Consolidated Financial Statements
|
| | Report of Ernst & Young LLP
|
| | |
| | Financial Statement Schedules:
|
| | Schedule II - Valuation and Qualifying Accounts
|
| |
|
(b)
| Current Reports on Form 8-K
| -
| January 22, 2004 – Item 9, DIMON Announces Exchange Offer for 7 ¾% Senior Notes due 2013
|
| | | -
| February 4, 2004 – Item 12, DIMON Reports Second Quarter 2004 Financial Results Company Lowers Fiscal 2004 Guidance
|
| | | -
| February 19, 2004 – Item 9, DIMON Inc. Announces Completion of Exchange Offer for 7 ¾% Senior Notes due 2013
|
| | | -
| February 26, 2004 - Item 7, DIMON Announces Quarterly Dividend and Item 9, Regulation FD Disclosure
|
| | -
| April 1, 2004 – Item 7 and 11, Temporary Suspension of Trading Under Registrant’s Employee Benefit Plan.
|
| | | -
| May 24, 2004 –, Item 12, DIMON Announces Arrangements for Release of Financial Results Company Lowers Fiscal 2004 Guidance
|
| | | -
| May 25, 2004 - Item 7, DIMON Announces Quarterly Dividend and Item 9, Regulation FD Disclosure
|
| | | |
-65-
|
|
|
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K (Continued)
|
|
(c)
| Exhibits
|
| |
| | The following documents are filed as exhibits to this Form 10-K pursuant to Item 601 of Regulation S-K:
|
| |
| | 3.01
| | Amended and Restated Articles of Incorporation of DIMON Incorporated (incorporated by reference to Appendix VII to DIMON Incorporated’s Joint Proxy Statement filed pursuant to Rule 424(b) in connection with DIMON Incorporated’s Registration Statement on Form S-4 (file 33-89780))
|
| | | |
| | 3.02
| | Amended and Restated Bylaws, as amended, of DIMON Incorporated effective August 26, 2003 (filed herewith)
|
| | | |
| | 4.01
| | Specimen of Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to DIMON Incorporated’s Registration Statement on Form S-4 (file 33-89780))
|
| | | |
| | 4.02
| | Article III of the Amended and Restated Articles of Incorporation of DIMON Incorporated (filed as Exhibit 3.01)
|
| | | |
| | 4.03
| | Rights Agreement, dated as of March 31, 1995, between DIMON Incorporated and First Union National Bank of North Carolina, as Rights Agent (incorporated by reference to Exhibit 4 to DIMON Incorporated Current Report on Form 8-K, dated April 1, 1995)
|
| | | |
| | 4.04
| | Indenture, dated October 30, 2001, between DIMON Incorporated as issuer, and SunTrust Bank as trustee (incorporated by reference to Exhibit 4.1 to DIMON Incorporated’s Form 10-Q filed for the quarterly period ended September 30, 2001)
|
| | | |
| | 4.05
| | Indenture, dated May 30, 2003, between DIMON Incorporated as issuer and SunTrust Bank as trustee. (incorporated by reference to Exhibit 4.07 to DIMON Incorporated’s Annual Report on Form 10-K for the year ended June 30, 2003)
|
| | | |
| | 10.01
| | Dibrell Brothers, Incorporated Retirement Plan (Excess Benefit Plan) (incorporated herein by reference to Exhibit 10.4 to Dibrell Brothers, Incorporated’s Annual Report on Form 10-K for the year ended June 30, 1987)
|
| | | |
| | 10.02
| | Dibrell Brothers, Incorporated Pension Equalization Plan (Benefit Assurance Plan) (incorporated herein by reference to Exhibit 10.13 to Dibrell Brothers, Incorporated’s Annual Report on Form 10-K for the year ended June 30, 1991)
|
| | | |
| | 10.03
| | Early Retirement Agreement, dated May 17, 1999, between DIMON Incorporated and Claude B. Owen, Jr. (incorporated by reference to Exhibit 10.13 to DIMON Incorporated’s Annual Report on Form 10-K for the year ended June 30, 1999)
|
| | | |
| | 10.04
| | Indenture, dated as of April 1, 1997, by DIMON Incorporated to LaSalle National Bank, relating to 6 ¼% Convertible Subordinated Debentures due March 31, 2007 (incorporated by reference herein to Exhibit 10.2 to DIMON Incorporated’s Current Report on Form 8-K dated April 16, 1997)
|
| | | |
| | 10.05
| | Employment Agreement dated January 3, 1997, with Brian J. Harker (incorporated by reference to Exhibit 10 to DIMON Incorporated’s Quarterly Report on Form 10-Q dated February 14, 1997)
|
| | | |
| | 10.06
| | First Amendment to Employment Agreement, dated April 22, 1999, between DIMON Incorporated and Brian J. Harker (incorporated by reference to Exhibit 10.22 to DIMON Incorporated’s Annual Report on Form 10-K for the year ended June 30, 1999)
|
| | | |
| | 10.07
| | Employment Agreement, dated July 1, 1994, between Monk-Austin International, Inc. and Larry R. Corbett (incorporated by reference to Exhibit 10.7 to Monk-Austin, Inc.’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1994) (incorporated by reference to Exhibit 10.23 to DIMON Incorporated’s Annual Report on Form 10-K for the year ended June 30, 1999)
|
|
-66-
|
|
|
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K (Continued)
|
|
(c)
| Exhibits
|
| | | |
| | 10.08
| | Amendment to Employment Agreement, dated August 10, 1995, between DIMON International, Inc. and Larry R. Corbett (incorporated by reference to Exhibit 10.24 to DIMON Incorporated’s Annual Report on Form 10-K for the year ended June 30, 1999)
|
| |
| | |
| | 10.09
| | Amended DIMON Incorporated Supplemental Retirement Plan dated July 30, 1998 and effective January 1, 1997 (incorporated by reference to Exhibit 10.22 to DIMON Incorporated’s Annual Report on Form 10-K for the year ended June 30, 1998)
|
| |
| | |
| | 10.10
| | Settlement Agreement, dated May 24, 1999, between DIMON Incorporated and Tabex (Private) Limited, Folium Inc., Blair Investments (Private) Limited, Tabacalera S.A., Anthony C. B. Taberer, Paul A.B. Taberer, and Charles M.B. Taberer (incorporated by reference to Exhibit 10.29 to DIMON Incorporated’s Annual Report on Form 10-K for the year ended June 30, 1999)
|
| |
| | |
| | 10.11
| | Compensation Deferral Plan (incorporated by reference to Exhibit 10.15 to DIMON Incorporated’s Annual Report on Form 10-K for the year ended June 30, 2003)
|
| |
| | |
| | 10.12
| | Credit Agreement, dated October 27, 2003, by and among DIMON Incorporated and the Lenders named therein (incorporated by reference to Exhibit 10.1 to DIMON Incorporated’s Form 10-Q filed for the quarterly period ended December 31, 2003)
|
| |
| | |
| | 10.13
| | Employment Agreement, dated as of January 13, 1995, effective as of November 1, 1994, by and between Dibrell Brothers, Incorporated and H.P. Green, III (incorporated by reference to Exhibit 10-5 to Dibrell Brothers, Incorporated’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1994)
|
| |
| | |
| | 10.14
| | DIMON Incorporated 2003 Stock Incentive Plan (filed herewith)
|
| |
| | |
| | 10.15
| | Amendment to Employment Agreement, dated August 29, 1995, between DIMON Incorporated and H.P. Green, III (filed herewith)
|
| | | | |
| | 10.16
| | Second Amendment to Credit Agreement and Waiver, dated June 9, 2004, by and among DIMON Incorporated and the Lenders named therein (filed herewith)
|
| |
| | |
| | 12
| | Ratio of Earnings to Fixed Charges (filed herewith)
|
| |
| | |
| | 21
| | List of Subsidiaries (filed herewith)
|
| |
| | |
| | 23
| | Consent of Ernst & Young LLP (filed herewith)
|
| |
| | |
| | 31.1
| | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
| |
| | |
| | 31.2
| | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
| |
| | |
| | 32
| | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
| |
| | |
(d)
| Financial Statement Schedules:
|
| |
|
| | Schedule II, Valuation and Qualifying Accounts, appears on the following pages. The consolidated financial statement schedules listed in Item 15(a) appear on the following pages. All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are not applicable and, therefore, have been omitted.
|
| |
| |
-67-
|
|
|
|
|
|
SCHEDULE
II-VALUATION AND QUALIFYING ACCOUNTS
DIMON INCORPORATED AND SUBSIDIARIES
|
|
|
|
|
|
|
|
COL. A
|
COL. B
|
COL. C
|
COL. D
|
COL. E
|
| |
|
ADDITIONS
|
|
|
| |
|
(1)
|
(2)
|
|
|
|
DESCRIPTION
|
Balance
at
Beginning
of Period
|
Charged
to
Costs and
Expenses
|
Charged
to
Other Accounts
-Describe
|
Deductions
-Describe
|
Balance
at
End of
Period
|
|
Year ended June 30, 2002
|
|
|
|
|
|
|
Deducted from asset accounts:
|
|
|
|
|
|
|
Allowance for doubtful
accounts
|
$1,230,367
|
$982,794
|
$ -
|
$277,967(A)
|
$1,935,194
|
|
Total
|
$1,230,367
|
$982,794
|
$ -
|
$277,967
|
$1,935,194
|
|
|
|
Year ended June 30, 2003
|
|
|
|
|
|
|
Deducted from asset accounts:
|
|
|
|
|
|
|
Allowance for doubtful
accounts
|
$1,935,194
|
$ 94,594
|
$ -
|
$337,021(A)
|
$1,692,767
|
|
Total
|
$1,935,194
|
$ 94,594
|
$ -
|
$337,021
|
$1,692,767
|
|
|
|
Nine months ended March
31, 2004
|
|
|
|
|
|
|
Deducted from asset accounts:
|
|
|
|
|
|
|
Allowance for doubtful
accounts
|
$1,692,767
|
$217,679
|
$ -
|
$ 17,976(A)
|
$1,892,470
|
|
Total
|
$1,692,767
|
$217,679
|
$ -
|
$ 17,976
|
$1,892,470
|
|
|
|
|
|
(A) Currency
translation and direct write off.
|
|
|
|
Certain
prior year amounts have been reclassified to conform to the current year
presentation.
|
|
|
|
|
|
-68-
|
|
|
|
SIGNATURES
|
|
Pursuant to the requirements of Section 13 or 15(d) 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 on June 10, 2004.
|
|
DIMON INCORPORATED (Registrant)
|
|
| | /s/ Brian J. Harker
By________________________________________________
Brian J. Harker
Chairman and Chief Executive Officer
|
| |
Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on June 10, 2004.
|
|
/s/ Hans B. Amell
By________________________________________________
Hans B. Amell
Director of DIMON Incorporated
| /s/ Albert C. Monk III
By________________________________________________
Albert C. Monk III
Director of DIMON Incorporated
|
| |
/s/ R. Stuart Dickson
By________________________________________________
R. Stuart Dickson
Director of DIMON Incorporated
| /s/ Norman A. Scher
By________________________________________________
Norman A. Scher
Director of DIMON Incorporated
|
| |
/s/ Henry F. Frigon
By________________________________________________
Henry F. Frigon
Director of DIMON Incorporated
| /s/ William R. Slee
By________________________________________________
William R. Slee
Director of DIMON Incorporated
|
| |
/s/ C. Richard Green, Jr.
By________________________________________________
C. Richard Green, Jr.
Director of DIMON Incorporated
| /s/ Martin R. Wade III
By________________________________________________
Martin R. Wade III
Director of DIMON Incorporated
|
| |
/s/ John M. Hines
By________________________________________________
John M. Hines
Director of DIMON Incorporated
| /s/ Brian J. Harker
By________________________________________________
Brian J. Harker
Chairman of the Board of Directors and Chief
Executive Officer of DIMON Incorporated
|
| |
/s/ James E. Johnson, Jr.
By________________________________________________
James E. Johnson, Jr.
Director of DIMON Incorporated
| /s/ James A. Cooley
By________________________________________________
James A. Cooley
Senior Vice President-Chief Financial Officer
of DIMON Incorporated
|
| |
/s/ Thomas F. Keller
By________________________________________________
Thomas F. Keller
Director of DIMON Incorporated
| /s/ Steve B. Daniels
By________________________________________________
Steve B. Daniels
President and Chief Operating Officer
of DIMON Incorporated
|
| |
/s/ Joseph L. Lanier, Jr.
By________________________________________________
Joseph L. Lanier, Jr.
Director of DIMON Incorporated
| /s/ Thomas G. Reynolds
By________________________________________________
Thomas G. Reynolds
Vice President-Controller (Principal
Accounting Officer) of DIMON
Incorporated
|
-69-
|
|
|
EXHIBIT INDEX
|
|
Exhibits
| | Page No.
|
| | |
3.01
| Amended and Restated Articles of Incorporation of DIMON Incorporated (incorporated by reference to Appendix VII to DIMON Incorporated's Joint Proxy Statement filed pursuant to Rule 424(b) in connection with DIMON Incorporated's Registration Statement on Form S-4 (file 33-89780))
| |
| | | |
3.02
| Amended and Restated Bylaws, as amended, of DIMON Incorporated effective August 26, 2003 (filed herewith)
| 72 - 78
|
| | |
4.01
| Specimen of Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to DIMON Incorporated's Registration Statement on Form S-4 (file 33-89780))
| |
| | |
4.02
| Article III of the Amended and Restated Articles of Incorporation of DIMON Incorporated (filed as Exhibit 3.01)
| |
| | |
4.03
| Rights Agreement, dated as of March 31, 1995, between DIMON Incorporated and First Union National Bank of North Carolina, as Rights Agent (incorporated by reference to Exhibit 4 to DIMON Incorporated Current Report on Form 8-K, dated April 1, 1995)
| |
| | |
4.04
| Indenture, dated October 30, 2001, between DIMON Incorporated as issuer, and SunTrust Bank as trustee (incorporated by reference to Exhibit 4.1 to DIMON Incorporated's Form 10-Q filed for the quarterly period ended September 30, 2001)
| |
| | |
4.05
| Indenture, dated May 30, 2003, between DIMON Incorporated as issuer and SunTrust Bank as trustee. (incorporated by reference to Exhibit 4.07 to DIMON Incorporated’s Annual Report on Form 10-K for the year ended June 30, 2003)
| |
| | |
10.01
| Dibrell Brothers, Incorporated Retirement Plan (Excess Benefit Plan) (incorporated herein by reference to Exhibit 10.4 to Dibrell Brothers, Incorporated's Annual Report on Form 10-K for the year ended June 30, 1987)
| |
| | |
10.02
| Dibrell Brothers, Incorporated Pension Equalization Plan (Benefit Assurance Plan) (incorporated herein by reference to Exhibit 10.13 to Dibrell Brothers, Incorporated's Annual Report on Form 10-K for the year ended June 30, 1991)
| |
| | |
10.03
| Early Retirement Agreement, dated May 17, 1999, between DIMON Incorporated and Claude B. Owen, Jr. (incorporated by reference to Exhibit 10.13 to DIMON Incorporated's Annual Report on Form 10-K for the year ended June 30, 1999)
| |
| | |
10.04
| Indenture, dated as of April 1, 1997, by DIMON Incorporated to LaSalle National Bank, relating to 6 1/4% Convertible Subordinated Debentures due March 31, 2007 (incorporated by reference herein to Exhibit 10.2 to DIMON Incorporated's Current Report on Form 8-K dated April 16, 1997)
| |
| | |
10.05
| Employment Agreement dated January 3, 1997, with Brian J. Harker (incorporated by reference to Exhibit 10 to DIMON Incorporated's Quarterly Report on Form 10-Q dated February 14, 1997)
| |
| | | |
10.06
| First Amendment to Employment Agreement, dated April 22, 1999, between DIMON Incorporated and Brian J. Harker (incorporated by reference to Exhibit 10.22 to DIMON Incorporated's Annual Report on Form 10-K for the year ended June 30, 1999)
| |
| |
| |
10.07
| Employment Agreement, dated July 1, 1994, between Monk-Austin International, Inc. and Larry R. Corbett (incorporated by reference to Exhibit 10.7 to Monk-Austin, Inc.'s Quarterly Report on Form 10-Q for the quarter ended December 31, 1994) (incorporated by reference to Exhibit 10.23 to DIMON Incorporated's Annual Report on Form 10-K for the year ended June 30, 1999)
| |
| | | |
-70-
|
|
|
EXHIBIT
INDEX
|
|
|
|
Exhibits
|
(Continued)
|
Page
No.
|
|
|
|
|
|
10.08
|
Amendment
to Employment Agreement, dated August 10, 1995, between DIMON International,
Inc. and Larry R. Corbett (incorporated by reference to Exhibit 10.24
to DIMON Incorporated's Annual Report on Form 10-K for the year ended
June 30, 1999)
|
|
|
|
|
|
|
10.09
|
Amended
DIMON Incorporated Supplemental Retirement Plan dated July 30, 1998 and
effective January 1, 1997 (incorporated by reference to Exhibit 10.22
to DIMON Incorporated's Annual Report on Form 10-K for the year ended
June 30, 1998)
|
|
|
|
|
|
|
10.10
|
Settlement
Agreement, dated May 24, 1999, between DIMON Incorporated and Tabex (Private)
Limited, Folium Inc., Blair Investments (Private) Limited, Tabacalera
S.A., Anthony C. B. Taberer, Paul A.B. Taberer, and Charles M.B. Taberer
(incorporated by reference to Exhibit 10.29 to DIMON Incorporated's Annual
Report on Form 10-K for the year ended June 30, 1999)
|
|
|
|
|
|
|
10.11
|
Compensation
Deferral Plan (incorporated by reference to Exhibit 10.15 to DIMON Incorporated’s
Annual Report on Form 10-K for the year ended June 30, 2003)
|
|
|
|
|
|
|
10.12
|
Credit
Agreement, dated October 27, 2003, by and among DIMON Incorporated and
the Lenders named therein (incorporated by reference to Exhibit 10.1 to
DIMON Incorporated’s Form 10-Q filed for the quarterly period ended
December 31, 2003)
|
|
| |
|
|
|
10.13
|
Employment
Agreement, dated as of January 13, 1995, effective as of November 1, 1994,
by and between Dibrell Brothers, Incorporated and H.P. Green, III (incorporated
by reference to Exhibit 10-5 to Dibrell Brothers, Incorporated’s
Quarterly Report on Form 10-Q for the quarter ended December 31, 1994)
|
|
|
|
|
|
|
10.14
|
DIMON Incorporated
2003 Stock Incentive Plan (filed herewith)
|
79 - 97
|
|
|
|
|
|
10.15
|
Amendment
to Employment Agreement, dated August 29, 1995, between DIMON Incorporated
and H.P. Green, III (filed herewith)
|
98 - 99
|
| |
|
|
|
10.16
|
Second
Amendment to Credit Agreement and Waiver, dated June 9, 2004, by and among
DIMON Incorporated and the Lenders named therein (filed herewith)
|
100 - 111
|
|
|
|
|
|
12
|
Ratio of
Earnings to Fixed Charges (filed herewith)
|
112
|
|
|
|
|
|
21
|
List of
Subsidiaries (filed herewith)
|
113
|
|
|
|
|
|
23
|
Consent
of Ernst & Young LLP (filed herewith)
|
114
|
|
|
|
|
|
31.1
|
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (filed herewith)
|
115
|
|
|
|
|
|
31.2
|
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (filed herewith)
|
116
|
|
|
|
|
|
32
|
Certification
of Chief Executive Officer and Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
117
|
|
|
|
|
|
|
|
|
|
-71-
|
|
|