Expert quantifies $44.9M in dividends Villamorey retained from Lisa
Aug 26 2021
6th Notary Public
Expert quantification of $44.9 million in retained dividends.
The expert report prepared by certified public accountant Carlos Eduardo Barreto Moreno (CPA No. 0297-2021), authenticated before Panama's 6th Notary Public on August 26, 2021, establishes that Villamorey, S.A. retained a total of $44,910,912.00 in declared dividends belonging to Lisa, S.A. as holder of 33.33% of Villamorey's share capital. The expert was retained by attorney María Luisa Villarreal to prepare the report as judicial evidence in the simple enforcement lawsuit.
The expert examined four principal sources to support his conclusions. First, Certificate No. 1 issued on August 29, 1983, establishing Lisa, S.A. as owner of 3,333 shares in Villamorey, S.A., equivalent to 33.33% of the company's share capital. Second, audited financial statements as of December 31, 2010, prepared by the firm Bámaca Morales & Asociados, which document the capital structure and dividend distributions made in 2009 and 2010. Third, Order No. 1624/08 from the 11th Civil Court, which decreed sequestration of $281,172.85 over Lisa's shares and dividends in Villamorey. Fourth, the Notarized Sworn Declaration arising from Villamorey's Shareholders' Meeting of September 28, 2020, where Lisa's own representative, Harald Johannessen Hals, confirmed having verified the total amount owed in Villamorey's financial statements.
The report presents a year-by-year analysis of dividends declared and retained between 2010 and 2019, with interest calculated at a 3.25% annual rate corresponding to the yield on Villamorey's investment portfolio:
| Distribution year | Dividends | Interest | Total |
|---|---|---|---|
| 2010 | $4,166,250.00 | $1,447,144.08 | $5,613,394.08 |
| 2011 | $1,759,824.00 | $543,267.31 | $2,303,091.31 |
| 2015 | $5,499,450.00 | $1,021,956.01 | $6,521,406.01 |
| 2016 | $4,738,054.00 | $719,729.87 | $5,457,783.87 |
| 2017 | $5,317,000.00 | $634,871.65 | $5,951,871.65 |
| 2018 | $8,910,130.00 | $774,326.91 | $9,684,456.91 |
| 2019 | $5,019,333.00 | $273,072.34 | $5,292,405.34 |
| Total | $35,410,041.00 | $5,414,368.19 | $40,824,409.19 |
The difference between this sum ($40,824,409.19) and the total of $44,910,912.00 is explained by the retained-earnings analysis approved by all of Villamorey's shareholders at the September 28, 2020 meeting, which incorporates additional adjustments confirmed by the 2019 financial statements.
The 11th Civil Court accepted this expert report as evidence in the enforcement proceeding. Neither Villamorey, S.A. nor Juan Luis Bosch Gutierrez challenged the quantification of $44,910,912.00. In parallel, Villamorey and Bosch Gutierrez have defied repeated court orders requiring them to produce complete financial records to either confirm or disprove this amount, including the fourth court order to disclose financial records issued in the accounting action. This systematic refusal to produce the accounting records reinforces the evidentiary strength of the report and the calculated amount.
Four months after this report was authenticated, the 11th Civil Court issued Order No. 2567 of December 22, 2021, which admitted the enforcement claim and issued a payment order for $51,643,208.80 against Villamorey, S.A., comprising the $44,910,912.00 in dividends quantified in this report plus $6,732,236.80 in costs and $60.00 in provisional expenses.