x | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Fiscal Year Ended December 31, 2012 |
¨ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Transition Period from to |
New Jersey | 04-1923360 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
550 South Caldwell Street, Charlotte, North Carolina | 28202 | |
(Address of principal executive offices) | (Zip Code) |
Title of Each Class | Name of Each Exchange On Which Registered | |
Common Stock, par value $.01 per share | New York |
Large accelerated filer | ¨ | Accelerated filer | x | |||
Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
a. | 1. Financial Statements. |
Danone Chiquita Fruits SAS | ||
Page | ||
Unaudited Condensed Financial Statements | 3 | |
Unaudited Balance Sheet as of December 31, 2012 and 2011 | 4 | |
Unaudited Statement of Income for the years ended December 31, 2012, 2011 and 2010 | 6 | |
Notes to Unaudited Condensed Financial Statements | 7 | |
Previously filed financial statements: | 9 | |
Report of Independent Auditors | 10 | |
Balance Sheet as of December 31, 2011 and 2010 | 11 | |
Statement of Income for the years ended December 31, 2011 | 13 | |
Notes to Consolidated Financial Statements | 14 |
• | should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; |
• | may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; |
• | may apply standards of materiality in a way that is different from what may be viewed as material to investors; and |
• | were made only as of the date of the agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. |
Danone Chiquita Fruits SAS | ||||||||
Condensed Financial Statements for the Year Ended December 31, 2012 (Unaudited) | ||||||||
December 31, 2012 | December 31, 2011 | |||||||
ASSETS | Depreciation, | |||||||
Amortization | ||||||||
Gross | and Provisions | Net | Net | |||||
Uncalled subscribed capital (I) | ||||||||
Non-current assets: | ||||||||
Intangible assets | 31,809,052 | (29,299,052 | ) | 2,510,000 | 31,809,052 | |||
- Goodwill | 28,110,765 | (28,110,765 | ) | — | 28,110,765 | |||
- Other intangible assets | 3,698,287 | (1,188,287 | ) | 2,510,000 | 3,698,287 | |||
Property, plant and equipment | 379,706 | (150,212 | ) | 229,494 | 284,535 | |||
- Technical installations, equipment and industrial tools | 379,706 | (150,212 | ) | 229,494 | 284,535 | |||
Financial fixed assets | — | — | ||||||
- Other equity interests | — | — | ||||||
TOTAL II | 32,188,758 | (29,449,264 | ) | 2,739,494 | 32,093,587 | |||
Current assets: | ||||||||
Inventories | 11,334 | 11,334 | 88,667 | |||||
Goods for resale | 11,334 | 11,334 | 88,667 | |||||
Receivables | 3,877,096 | (817,440 | ) | 3,059,656 | 4,296,456 | |||
Trade notes and accounts receivable | 2,558,127 | (306,162 | ) | 2,251,965 | 2,579,435 | |||
Other receivables | 1,318,969 | (511,278 | ) | 807,691 | 1,717,021 | |||
Miscellaneous | 885,406 | 885,406 | 538,902 | |||||
Cash and cash equivalents | 885,406 | 885,406 | 538,902 | |||||
TOTAL III | 4,773,836 | (817,440 | ) | 3,956,396 | 4,924,026 | |||
Prepaid expenses (III) | ||||||||
GRAND TOTAL (I+II+III) | 36,962,594 | (30,266,704 | ) | 6,695,890 | 37,017,613 |
Danone Chiquita Fruits SAS | ||||
Condensed Financial Statements for the Year Ended December 31, 2012 (Unaudited) | ||||
EQUITY AND LIABILITIES | December 31, 2012 | December 31, 2011 | ||
net | net | |||
Equity | (27,882,737 | ) | 27,779,012 | |
Share capital | 43,271,000 | 43,271,000 | ||
Additional paid-in capital | 1,639,738 | 1,639,738 | ||
Revaluation reserve | ||||
Reserves: | ||||
- Legal reserve | ||||
- Regulated reserves | ||||
- Other reserves | ||||
Retained earnings/(Accumulated losses) | (17,131,726 | ) | (7,359,055 | ) |
Net loss for the year | (55,661,749 | ) | (9,772,671 | ) |
Tax-driven provisions | ||||
TOTAL I | (27,882,737 | ) | 27,779,012 | |
Proceeds from issues of equity securities | ||||
Provisions for liabilities | ||||
TOTAL II | — | — | ||
Provisions for contingencies | 12,000,000 | |||
Provisions for liabilities | ||||
TOTAL III | 12,000,000 | — | ||
Payables: | ||||
Convertible bonds | ||||
Other bonds | ||||
Bank loans and borrowings | ||||
Miscellaneous loans and borrowings | ||||
Downpayments received on orders in progress | ||||
Trade notes and accounts payable | 4,578,582 | 5,660,754 | ||
Taxes and social liabilities | 303,110 | 309,105 | ||
Amounts payable on fixed assets and other | — | — | ||
Other payables | 17,696,935 | 3,268,742 | ||
Deferred income | ||||
TOTAL IV | 22,578,627 | 9,238,601 | ||
Unrealized foreign exchange gains (V) | ||||
GRAND TOTAL (I to V) | 6,695,890 | 37,017,613 | ||
Payables due in less than one year | 22,578,627 | 9,098,278 |
Danone Chiquita Fruits SAS | ||||||||||||
Condensed Financial Statements for the Year Ended December 31, 2012 (Unaudited) | ||||||||||||
2012 | 2011 | 2010 | ||||||||||
France | Exports and EU Sales | Total | ||||||||||
OPERATING INCOME | Sales of goods for resale | 933,795 | 13,134,448 | 14,068,243 | 17,138,652 | 9,789,319 | ||||||
Net sales | 933,795 | 13,134,448 | 14,068,243 | 17,138,652 | 9,789,319 | |||||||
Increase in inventory of finished goods and work-in-progress | ||||||||||||
In-house production | ||||||||||||
Operating subsidies | ||||||||||||
Reversals of depreciation, amortization and provisions, expense transfers | ||||||||||||
Other income | ||||||||||||
TOTAL OPERATING INCOME (I) | 933,795 | 13,134,448 | 14,068,243 | 17,138,652 | 9,789,319 | |||||||
OPERATING EXPENSES | Purchases of goods for resale | 8,115,895 | 9,081,638 | 4,736,073 | ||||||||
Change in inventory | 77,334 | 93,894 | (182,561 | ) | ||||||||
Other purchases and external charges | 13,935,254 | 16,036,433 | 12,037,694 | |||||||||
Taxes, duties and other levies | 76,092 | 54,859 | 84,714 | |||||||||
Wages and salaries | 1,004,403 | 746,714 | 145,080 | |||||||||
Payroll taxes | 418,329 | 351,921 | 72,996 | |||||||||
OPERATING PROVISIONS | Non-current assets: deprecation and amortization | 49,004 | 65,938 | |||||||||
Non-current assets: additions to provisions | ||||||||||||
Current assets: addition to provisions | 815,454 | 1,757 | ||||||||||
For contingencies and liabilities | ||||||||||||
Other charges | 977,147 | 389,735 | 246,092 | |||||||||
TOTAL OPERATING EXPENSES (II) | 25,468,912 | 26,821,131 | 17,141,846 | |||||||||
1- NET OPERATING EXPENSE (I-II) | (11,400,669 | ) | (9,682,479 | ) | (7,352,526 | ) | ||||||
FINANCIAL INCOME | Income allocated or loss transferred (III) | |||||||||||
Loss incurred or income transferred (IV) | ||||||||||||
Investment income | ||||||||||||
Income from other marketable securities and receivables on fixed assets | ||||||||||||
Other interest income | ||||||||||||
Reversals of provisions and expense transfers | ||||||||||||
Foreign exchange gains | 23,059 | 42,727 | 20,565 | |||||||||
Net proceeds on sales of marketable securities | ||||||||||||
TOTAL FINANCIAL INCOME (V) | 23,059 | 42,727 | 20,565 | |||||||||
FINANCIAL CHARGES | Financial depreciation, amortization and provision expense | |||||||||||
Interest and similar expense | 120,216 | 94,701 | ||||||||||
Foreign exchange losses | 47,734 | 38,218 | 27,093 | |||||||||
Net expenses on sales of marketable securities | ||||||||||||
TOTAL FINANCIAL CHARGES (VI) | 167,950 | 132,919 | 27,093 | |||||||||
2- NET FINANCIAL EXPENSE | (144,891 | ) | (90,192 | ) | (6,528 | ) | ||||||
3- LOSS BEFORE NON-RECURRING ITEMS AND TAX | (11,545,560 | ) | (9,772,671 | ) | (7,359,055 | ) |
Danone Chiquita Fruits SAS | ||||||||||||
Condensed Financial Statements for the Year Ended December 31, 2012 (Unaudited) | ||||||||||||
2012 | 2011 | 2010 | ||||||||||
France | Exports and EU Sales | Total | ||||||||||
NON-RECURRING INCOME | Non-recurring income on management transactions | |||||||||||
Non-recurring income on capital transactions | ||||||||||||
Reversals of provisions and expense transfers | ||||||||||||
TOTAL NON-RECURRING INCOME (VII) | — | — | — | |||||||||
NON-RECURRING EXPENSES | Non-recurring expenses on management transactions | 2,817,137 | ||||||||||
Non-recurring expenses on capital transactions | ||||||||||||
Additions to non-recurring depreciation, amortization and provisions | 41,299,052 | |||||||||||
TOTAL NON-RECURRING EXPENSES (VIII) | 44,116,189 | — | — | |||||||||
4- NET NON-RECURRING INCOME (LOSS) | (44,116,189 | ) | — | — | ||||||||
Employee profit-sharing (IX) | ||||||||||||
Income tax (X) | ||||||||||||
TOTAL INCOME (I+III+V+VII) | 14,091,302 | 17,181,379 | 9,809,884 | |||||||||
TOTAL EXPENSES (II+IV+VI)+VIII+IX+X) | 69,753,051 | 26,954,050 | 17,168,939 | |||||||||
5- NET LOSS FOR THE YEAR | (55,661,749 | ) | (9,772,671 | ) | (7,359,055 | ) |
• | Contingent liabilities. Under French GAAP, contingent liabilities are recorded when loss is more-likely-than-not to occur, and are measured as the best estimate of the loss or the mid-point of the range of equally probable outcomes. Under U.S. GAAP, contingent liabilities are recorded when loss becomes probable and are measured as the best estimate of the loss or the low end of the range of equally probable outcomes. |
• | Business combination and excess purchase price. Under French GAAP,the acquisition of a subsidiary results in accounting of the subsidiary as an investment until the legal merger occurs, at which point purchase accounting is performed. The merger between a parent company and its subsidiaries owned at 100% is accounted as follows: |
• | Assets and liabilities are recorded at historical cost less accumulated depreciation. |
• | Difference between the value of the investment of the subsidiary in the parent entity and the net assets of the subsidiary is recorded as an intangible asset or expense depending on the nature of such difference. |
• | Exceptional items. Amounts presented, as “Exceptional Items” in the statement of income under French GAAP do not meet the definition of extraordinary items under US GAAP, as these items are not both unusual and infrequent. |
• | Comprehensive income. Comprehensive income includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. In statutory financial statements under French GAAP, the concept of comprehensive income does not exist because French accounting principles do not allow any change in equity corresponding to this definition other than net income. Under US GAAP, comprehensive income and its components must be displayed in a statement of comprehensive income. |
• | Leasing. Under French GAAP as applied by Danone Chiquita Fruits, every lease has been classified as an operating lease. Under US GAAP, a lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. The transfer of substantially all the risks and rewards is generally considered met when a lease meets one of the following criteria: |
• | Ownership of the asset transfers automatically to the lessee by/at the end of the lease term; |
• | The lessee has a bargain purchase option; |
• | The lease term criterion whereby lease term equals or exceeds 75% of remaining estimated economic life of lease property; and |
• | Minimum lease payments criterion whereby the present value of minimum lease payments equals or exceeds 90% of the excess of fair value of leased property over any related investments tax credit retained by the lessor. |
• | Deferred taxes. Under French GAAP as applied by Danone Chiquita Fruits, deferred tax assets and liabilities are not recorded. Under US GAAP, deferred tax is required to be accounted for in accordance with ASC 740 “Income Taxes”. ASC 740 is based on the principal that a deferred tax liability or asset should be recognized if the recovery of the carrying amount of an asset or the settlement of a liability will result in higher (or lower) tax payments in the future than would be the case if that recovery or settlement were to have no tax consequences. Thus, a deferred tax liability or asset is recognized for all such tax consequences that have originated but have not reversed by the balance sheet date. The manner in which an entity expects, at the balance sheet date, to recover the asset or settle the liability |
• | Cash Flow statement. Under French GAAP, there is no requirement to include a cash flows statement in the separate financial statements of a company. Under US GAAP, cash flows must be displayed in a cash flows statement included in the company's financial statements. |
Danone Chiquita Fruits SAS Financial statements for the year ended December 31, 2011 |
Dec. 31, 2011 | Dec. 31, 2010 | |||||||
ASSETS | Gross | Depreciation, amortization and | Net | Net | ||||
provisions | ||||||||
Uncalled subscribed capital (I) | — | 500,000 | ||||||
Non-current assets | ||||||||
Intangible assets | 31,809,052 | — | 31,809,052 | 28,110,765 | ||||
- Goodwill | 28,110,765 | — | 28,110,765 | 28,110,765 | ||||
- Other intangible assets | 3,698,287 | — | 3,698,287 | — | ||||
Property, plant and equipment | 399,048 | 114,513 | 284,535 | 269,998 | ||||
- Technical installations, equipment and industrial tools | 399,048 | 114,513 | 284,535 | 269,998 | ||||
Financial fixed assets | — | — | 3,594,449 | |||||
- Other equity interests | — | 3,594,449 | ||||||
TOTAL II | 32,208,100 | 114,513 | 32,093,587 | 31,975,212 | ||||
Current assets | ||||||||
Inventories | 88,667 | 88,667 | 182,561 | |||||
Goods for resale | 88,667 | — | 88,667 | 182,561 | ||||
Receivables | 4,299,540 | 3,083 | 4,296,456 | 6,866,407 | ||||
Trade notes and accounts receivable | 2,582,518 | 3,083 | 2,579,435 | 4,113,655 | ||||
Other receivables | 1,717,021 | 1,717,021 | 2,752,752 | |||||
Miscellaneous | 538,902 | 538,902 | — | |||||
Cash and cash equivalents | 538,902 | — | 538,902 | — | ||||
TOTAL III | 4,927,109 | 3,083 | 4,924,026 | 7,048,968 | ||||
Prepaid expenses (III) | ||||||||
GRAND TOTAL (I+II+III) | 37,135,209 | 117,596 | 37,017,613 | 39,524,180 |
Danone Chiquita Fruits SAS Financial statements for the year ended December 31, 2011 |
Dec. 31, 2011 | Dec. 31, 2010 | |||
EQUITY AND LIABILITIES | Net | Net | ||
Equity | 27,779,012 | 31,052,709 | ||
Share capital | 43,271,000 | 36,771,000 | ||
Additional paid-in capital | 1,639,738 | 1,640,764 | ||
Revaluation reserve | ||||
Reserves: | ||||
- Legal reserve | ||||
- Regulated reserves | ||||
- Other reserves | ||||
Retained earnings/(Accumulated losses) | (7,359,055 | ) | — | |
Net loss for the year | (9,772,671 | ) | (7,359,055 | ) |
Tax-driven provisions | ||||
TOTAL I | 27,779,012 | 31,052,709 | ||
Proceeds from issues of equity securities | ||||
Conditional advances | ||||
TOTAL II | — | — | ||
Provisions for contingencies | ||||
Provisions for liabilities | ||||
TOTAL III | — | — | ||
Payables | ||||
Convertible bonds | ||||
Other bonds | ||||
Bank loans and borrowings | 36,822 | |||
Miscellaneous loans and borrowings | ||||
Downpayments received on orders in progress | ||||
Trade notes and accounts payable | 5,660,754 | 7,145,340 | ||
Taxes and social liabilities | 309,105 | 1,289,308 | ||
Amounts payable on fixed assets and other | — | — | ||
Other payables | 3,268,742 | |||
Deferred income | ||||
TOTAL IV | 9,238,601 | 8,471,470 | ||
Unrealized foreign exchange gains (V) | ||||
GRAND TOTAL (I to V) | 37,017,613 | 39,524,180 | ||
Payables due in less than one year | 9,098,278 | 8,471,470 |
Danone Chiquita Fruits SAS Financial statements for the year ended December 31, 2011 |
2011 | 2010 ( Unaudited) | |||||||||
OPERATING INCOME | France | Exports and EU sales | Total | |||||||
Sales of goods for resale | 1,582,204 | 15,556,448 | 17,138,652 | 9,789,319 | ||||||
Net sales | 1,582,204 | 15,556,448 | 17,138,652 | 9,789,319 | ||||||
Increase in inventory of finished goods and work-in-progress | ||||||||||
In-house production | ||||||||||
Operating subsidies | ||||||||||
Reversals of depreciation, amortization and provisions, expense transfers | ||||||||||
Other income | ||||||||||
TOTAL OPERATING INCOME (I) | 1,582,204 | 15,556,448 | 17,138,652 | 9,789,319 | ||||||
Purchases of goods for resale | 9,081,638 | 4,736,073 | ||||||||
Change in inventories | 93,894 | (182,561 | ) | |||||||
Other purchases and external charges | 16,036,433 | 12,037,694 | ||||||||
Taxes, duties and other levies | 54,859 | 84,714 | ||||||||
Wages and salaries | 746,714 | 145,080 | ||||||||
Payroll taxes | 351,921 | 72,996 | ||||||||
OPERATING PROVISIONS | Non-current assets: depreciation and amortization | 65,938 | ||||||||
Non-current assets: additions to provisions | ||||||||||
Current assets: additions to provisions | 1,757 | |||||||||
For contingencies and liabilities | ||||||||||
Other charges | 389,735 | 246,092 | ||||||||
TOTAL OPERATING EXPENSES (II) | 26,821,131 | 17,141,846 | ||||||||
1. NET OPERATING EXPENSE (I-II) | (9,682,479 | ) | (7,352,526 | ) | ||||||
FINANCIAL INCOME | Income allocated or loss transferred (III) | |||||||||
Loss incurred or income transferred (IV) | ||||||||||
Investment income | ||||||||||
Income from other marketable securities and receivables on fixed assets | ||||||||||
Other interest income | ||||||||||
Reversals of provisions and expense transfers | ||||||||||
Foreign exchange gains | 42,727 | 20,565 | ||||||||
Net proceeds on sales of marketable securities | ||||||||||
TOTAL FINANCIAL INCOME (V) | 42,727 | 20,565 | ||||||||
Financial depreciation, amortization and provision expense | - | |||||||||
Interest and similar expense | 94,701 | |||||||||
Foreign exchange losses | 38,218 | 27,093 | ||||||||
Net expenses on sales of marketable securities | ||||||||||
TOTAL FINANCIAL EXPENSES (VI) | 132,919 | 27,093 | ||||||||
2. NET FINANCIAL EXPENSE | (90,192 | ) | (6,528 | ) | ||||||
3. LOSS BEFORE NON-RECURRING ITEMS AND TAX | (9,722,671 | ) | (7,359,055 | ) | ||||||
NON-RECURRING INCOME | Non-recurring income on management transactions | |||||||||
Non-recurring income on capital transactions | ||||||||||
Reversals of provisions and expense transfers | ||||||||||
TOTAL NON-RECURRING INCOME (VII) | ||||||||||
NON-RECURRING EXPENSES | Non-recurring expenses on management transactions | |||||||||
Non-recurring expenses on capital transactions | ||||||||||
Additions to non-recurring depreciation, amortization and provisions | ||||||||||
TOTAL NON-RECURRING EXPENSES (VIII) | ||||||||||
4- NET NON-RECURRING INCOME (LOSS) | ||||||||||
Employee profit-sharing (IX) | ||||||||||
Income tax (X) | ||||||||||
TOTAL INCOME (I+III+V+VII) | 17,181,379 | 9,809,884 | ||||||||
TOTAL EXPENSES (II+IV+VI)+VIII+IX+X) | 26,954,050 | 17,168,939 | ||||||||
5- NET LOSS FOR THE YEAR | (9,772,671 | ) | (7,359,055 | ) |
• | As the Company was incorporated on March 17, 2010, the 2010 fiscal year covered an exceptional 10-month period from March 17, 2010 to December 31, 2010. The 2011 fiscal year covered a full 12-month period. |
• | The financial statements were authorized for issue by the President of the Company on April 26th 2012 |
• | The Company reported a net loss of €9,772,671 for the year ended December 31, 2011. |
• | Danone Chiquita Fruits Immédia was merged into Danone Chiquita Fruits (in accordance with the provisions of Article L.236-1l of the French Commercial Code) with retroactive effect from January 1, 2011. |
• | On October 21, 2011, the Company terminated its services agreement with Chiquita Fresh BVBA. Given the contractual six-month notice period, the termination will take effect on April 21, 2012. |
• | Going concern, |
• | Consistency, |
• | Accrual basis of accounting; |
• | 2006-06 concerning liabilities, |
• | 2002-10 and 2003-07 concerning depreciation, amortization and impairment of assets, |
• | 2004-06 concerning the definition, recognition and valuation of assets. |
• | Expertise in the development and marketing of products related to the business (packaged fruit juices and smoothies); |
• | The customer portfolio; |
• | The right to carry on the business; |
• | Benefits and obligations of contracts related to the business. |
Non-current assets – Gross value (in euros) | Dec. 31, 2010 | Acquisitions during the year | Immédia merger | Disposals | Dec. 31, 2011 | |||||
Intangible assets | ||||||||||
Goodwill | 28,110,765 | 28,110,765 | ||||||||
Merger loss | 3,561,325 | 3,561,325 | ||||||||
Property, plant and equipment | ||||||||||
General installations | 269,998 | 42,000 | 87,050 | 399,048 | ||||||
fixtures, various fittings, etc. | ||||||||||
Financial fixed assets | ||||||||||
Equity interests | 3,594,449 | (3,594,449 | ) | — | ||||||
GRAND TOTAL | 31,975,212 | 42,000 | 53,926 | — | 32,071,137 |
Non-current assets – Depreciation (in euros) | Dec. 31, 2010 | Provisions | Immédia merger | Reversals | Dec. 31, 2011 | |||||
Intangible Assets | — | — | ||||||||
Property, plant, and equipment | — | 65,938 | 48,575 | — | 114,513 | |||||
Financial fixed assets | — | — | ||||||||
GRAND TOTAL | — | 114,513 | — | — | 114,513 |
Reversals | ||||||||||
Provisions and impairment (in euros) | Dec. 31, 2010 | Provisions | Immédia merger | Utilized | Surplus | Dec. 31, 2011 | ||||
Regulated provisions | — | |||||||||
Provisions for contingencies and liabilities | — | |||||||||
Impairment Receivables | 1,757 | 1,326 | 3,083 |
Breakdown of receivables | Gross amount | 1 year or less | More than 1 year | ||||
Trade notes and accounts receivable | 2,579,435 | 2,579,435 | |||||
Other receivables | 1,717,021 | 1,717,021 | |||||
GRAND TOTAL | 4,296,456 | 4,296,456 |
Breakdown of payables | Gross amount | 1 year or less | Between 1 year and 5 years | More than 5 years | ||||
Trade notes and accounts payable | 5,660,754 | 5,660,754 | ||||||
Taxes | 122,764 | 122,764 | ||||||
Social liabilities | 186,341 | 186,341 | ||||||
Other payables | 3,268,742 | 3,268,742 | ||||||
GRAND TOTAL | 9,238,601 | 9,238,601 |
Breakdown of accrued expenses in euros | Dec. 31, 2010 | Dec. 31, 2011 | |||||
Goods for resale | 179,504 | 391,184 | |||||
Environmental tax | 133,492 | 193,683 | |||||
Transport | 241,630 | 332,531 | |||||
Others | 421,502 | 1,443,828 | |||||
of which: | |||||||
Marketing | 126,000 | ||||||
Group services | 1,260,000 | ||||||
Total | 976,129 | 2,361,225 |
(in euros) | Dec. 31, 2011 | |||
Equity at December 31, 2010 before appropriation | 38,411,764 | |||
Appropriation of net loss by shareholders meetings | (7,359,055 | ) | ||
Equity at January 1, 2011 | 31,052,709 | |||
Change during the year | ||||
Change in share capital | 6,500,00 | |||
Change in additional paid-in capital, reserves, retained earnings | (1,026 | ) | ||
Change in “provisions” impacting equity | ||||
Remeasurement of assets | ||||
Changes in regulated provisions and investment subsidies | ||||
Other changes (net loss for the period) | (9,772,671 | ) | ||
Equity at December 31, 2011 before AGM | 27,779,012 | |||
TOTAL CHANGE IN EQUITY DURING THE YEAR | (3,273,697 | ) | ||
CHANGE IN EQUITY DURING THE YEAR EXCLUDING STRUCTURING TRANSACTIONS | (3,273,697 | ) |
Net sales (in euros) | 2010 ( Unaudited) | 2011 | |||||
France | — | 1,582,204 | |||||
Export | 9,789,319 | 15,556,448 | |||||
Total | 9,789,319 | 17,138,652 |
Description | Total | of which with related parties | |||||
Trade notes and accounts receivable | 2,579,435 | 1,801,697 | |||||
Other receivables | 1,717,021 | — | |||||
Trade notes and accounts payable | 5,660,754 | 4,035,009 | |||||
Other payables | 3,577,847 | 3,268,742 | |||||
Financial expenses | 132,919 | 94,701 | |||||
Total | 13,535,057 | 9,105,447 |
• | Assets and liabilities are recorded at historical cost less accumulated depreciation. |
• | Difference between the value of the investment of the subsidiary in the parent entity and the net assets of the subsidiary is recorded as an intangible asset or expense depending on the nature of such difference. |
• | Ownership of the asset transfers automatically to the lessee by/at the end of the lease term; |
• | The lessee has a bargain purchase option; |
• | The lease term criterion whereby lease term equals or exceeds 75% of remaining estimated economic life of lease property; and |
• | Minimum lease payments criterion whereby the present value of minimum lease payments equals or exceeds 90% of the excess of fair value of leased property over any related investments tax credit retained by the lessor. |
Year Ended December 31, | ||||||
2011 | 2010 | |||||
Unaudited | ||||||
Cash provided (used) by: | ||||||
OPERATIONS | ||||||
Net income (loss) | (9,772,671 | ) | (7,359,055 | ) | ||
Depreciation | 65,938 | — | ||||
Changes in assets and liabilities: | ||||||
Accounts Receivable | 1,781,727 | (4,113,654 | ) | |||
Other Credits | 1,177,151 | (2,751,752 | ) | |||
Goods | 93,894 | (28,008 | ) | |||
Trade payables | (1,883,123 | ) | 7,145,340 | |||
Taxes and social security | (1,149,833 | ) | 1,289,308 | |||
Operating cash flow | (9,686,917 | ) | (5,817,821 | ) | ||
INVESTING | ||||||
Capital expenditures | (42,000 | ) | (269,998 | ) | ||
Repayment of loans receivable | 20,126 | — | ||||
Immedia merger | 66,914 | 1 | — | |||
Investment in Immedia shares | (50,000 | ) | (3,594,449 | ) | ||
Investing cash flow | (4,960 | ) | (3,864,447 | ) | ||
FINANCING | ||||||
Borrowings from credit institutions | — | 36,822 | ||||
Repayments to credit institutions | (37,963 | ) | — | |||
Contribution for company formation | — | 1,145,446 | ||||
Capital contributions | 7,000,000 | 8,500,000 | ||||
Loans from shareholders | 3,268,742 | — | ||||
Financing cash flow | 10,230,779 | 9,682,268 | ||||
Increase in cash and equivalents | 538,902 | — | ||||
Balance at beginning of period | — | — | ||||
Balance at end of period | 538,902 | — |
1 | French generally accepted accounting principles ("GAAP") result in accounting for the 2010 acquisition of 100% of the Immedia shares as an investment until the legal merger of the businesses in 2011, at which point purchase accounting is performed. The statements of cash flow above present the acquisition as it was recorded under French GAAP, however, U.S. GAAP would have resulted in purchase accounting being performed in 2010 when shares were originally purchased. |
CHIQUITA BRANDS INTERNATIONAL, INC. | ||
By | /s/ Joseph B. Johnson | |
Joseph B. Johnson | ||
Vice President and Chief Accounting Officer |
Exhibit Number | Description | |
*3.1 | Third Restated Certificate of Incorporation (Exhibit 1 to Form 8-A filed March 12, 2002) | |
*3.2 | Restated Bylaws, as amended through September 21, 2007. (Exhibit 3.1 to Current Report on Form 8-K filed September 27, 2007) | |
*4.1 | Indenture, dated as of September 28, 2004, between Chiquita Brands International, Inc. and LaSalle Bank National Association, as trustee, relating to $250 million aggregate principal amount of 7 ½% Senior Notes due 2014. (Exhibit 4.1 to Current Report on Form 8-K filed September 30, 2004) | |
*4.2 | First Supplemental Indenture, dated as of February 4, 2008, between Chiquita Brands International, Inc. and LaSalle Bank National Association, as trustee, relating to $250 million aggregate principal amount of 7½% Senior Notes due 2014. (Exhibit 4.1 to Current Report on Form 8-K filed February 12, 2008) | |
*4.3 | Instrument of Resignation, Appointment and Acceptance, dated as of January 20, 2009, between Chiquita Brands International, Inc., Bank of America, N.A., as successor by merger to LaSalle Bank National Association, and Wells Fargo Bank, National Association, relating to $250 million aggregate principal amount of 7½% Senior Notes due 2014. (Exhibit 4.6 to Annual Report on Form 10-K for the year ended December 31, 2008) | |
*4.4 | Indenture, dated as of February 1, 2008, between Chiquita Brands International, Inc. and LaSalle Bank National Association, as trustee, relating to $200 million aggregate principal amount of 4.25% Convertible Senior Notes due 2016. (Form of indenture filed as Exhibit 4.1 to Registration Statement on Form S-3 filed March 8, 2005) | |
*4.5 | First Supplemental Indenture, dated as of February 12, 2008, between Chiquita Brands International, Inc. and LaSalle Bank National Association, as trustee, containing the terms of $200 million aggregate principal amount of 4.25% Convertible Senior Notes due 2016. (Exhibit 4.2 to Current Report on Form 8-K filed February 12, 2008) | |
*4.6 | Instrument of Resignation, Appointment and Acceptance, dated as of January 20, 2009, between Chiquita Brands International, Inc., Bank of America, N.A., as successor by merger to LaSalle Bank National Association, and Wells Fargo Bank, National Association, relating to $200 million aggregate principal amount of 4.25% Convertible Senior Notes due 2016. (Exhibit 4.11 to Annual Report on Form 10-K for the year ended December 31, 2008) | |
*4.7 | Indenture dated as of February 5, 2013 among Chiquita Brands International, Inc., Chiquita Brands L.L.C. and Wells Fargo Bank, National Association, as trustee, relating to $425,000,000 aggregate principal amount of 7.875% Senior Secured Notes due 2021. (Exhibit 4.1 to Current Report on Form 8-K filed February 8, 2013) | |
*4.8 | Registration Rights Agreement by and among Chiquita Brands International, Inc., Chiquita Brands L.L.C. and Merrill Lynch, Pierce, Fenner & Smith Incorporated dated as of February 5, 2013 relating to the 7.875% Senior Secured Notes due 2021. (Exhibit 4.2 to Current Report on Form 8-K filed February 8, 2013) | |
Exhibit Number | Description | |
*10.1 | Amended and Restated Credit Agreement dated as of July 26, 2011, among Chiquita Brands International, Inc., Chiquita Brands L.L.C., certain financial institutions as lenders, and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland," New York Branch, as administrative agent, letter of credit issuer, swing line lender, lead arranger and bookrunner, conformed to include amendments included in First Amendment to the Amended and Restated Credit Agreement and Consent entered into as of October 5, 2011. (Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2011) | |
*10.2 | Second Amendment, entered into as of June 26, 2012 to Amended and Restated Credit Agreement and Consent, among Chiquita Brands, L.L.C., Chiquita Brands International, Inc., certain financial institutions as lenders, and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland," New York Branch, as administrative agent. (Exhibit 10.1 to Current Report on Form 8-K filed June 26, 2012) | |
*10.3 | Credit Agreement entered into as of February 5, 2013 by and among Chiquita Brands International, Inc., Chiquita Brands L.L.C. and other direct and indirect subsidiaries and certain financial institutions as lenders, and Wells Fargo Bank, National Association as Administrative Agent. (Exhibit 10.1 to Current Report on Form 8-K filed February 8, 2013) | |
Executive Compensation Plans and Agreements | ||
*+10.4 | Chiquita Brands International, Inc. Capital Accumulation Plan, conformed to include amendments through January 1, 2013. (Exhibit 10.4 to Annual Report on Form 10-K for the year ended December 31, 2012) | |
*10.5 | Guaranty, dated March 12, 2001, by Chiquita Brands, Inc. (n/k/a Chiquita Brands L.L.C.) of obligations of Chiquita Brands International, Inc., under its Capital Accumulation Plan. (Exhibit 10-I to Annual Report on Form 10-K for the year ended December 31, 2000) | |
*10.6 | Amended and Restated Directors Deferred Compensation Program, conformed to include amendments through July 8, 2008. (Exhibit 10.5 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2008) | |
*10.7 | Executive Officer Severance Pay Plan, conformed to include amendments through January 30, 2012. (Exhibit 10.8 to Annual Report on Form 10-K for the year ended December 31, 2011) | |
*10.8 | Form of Change in Control Severance Agreement being used on and after August 22, 2011. (Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2011) | |
*10.9 | Chiquita Brands International, Inc. Chiquita Stock and Incentive Plan, conformed to include amendments through March 31, 2010. (Appendix A to Proxy Statement filed as part of Schedule 14A on April 13, 2010) | |
*+10.10 | Long-Term Incentive Program 2011-2013 Terms (Exhibit 10.22 to Annual Report on Form 10-K for the year ended December 31, 2010) | |
*+10.11 | Long-Term Incentive Program 2012-2014 Terms (Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2012) | |
*10.12 | Form of Stock Option Agreement with non-management directors of the company (Exhibit 10-p to Annual Report on Form 10-K for the year ended December 31, 2002) | |
*10.13 | Form of Restricted Share Agreement with non-management directors (Exhibit 10-u to Annual Report on Form 10-K for the year ended December 31, 2002) | |
Exhibit Number | Description | |
*10.14 | Form of Stock Option Agreement for employees, including executive officers (Exhibit 10-r to Annual Report on Form 10-K for the year ended December 31, 2002) | |
*10.15 | Form of Restricted Stock Award and Agreement for employees, including executive officers, approved on July 6, 2006, applicable to grantees who may attain “Retirement” prior to issuance of the shares. (Exhibit 10.3 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2006) | |
*10.16 | Form of Restricted Stock Award and Agreement for employees, including executive officers, approved on July 6, 2006, applicable to grantees who will not attain “Retirement” prior to issuance of the shares. (Exhibit 10.4 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2006) | |
*10.17 | Form of Amendment to Restricted Stock Award and Agreement with non-management directors which is compliant with IRC§409A. (Exhibit 10.10 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2008) | |
*10.18 | Form of Restricted Stock Award and Agreement with non-management directors approved on July 15, 2009 used after July 15, 2009. (Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2009) | |
*+10.19 | Form of Restricted Stock Award and Agreement for employees, including executive officers, approved on July 15, 2009, applicable to grantees who may attain “Retirement” prior to issuance of the shares. (Exhibit 10.10 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2010) | |
*+10.20 | Form of Restricted Stock Award and Agreement for employees, including executive officers, approved on July 15, 2009, applicable to grantees who will not attain “Retirement” prior to issuance of the shares. (Exhibit 10.11 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2010) | |
*10.21 | Form of Restricted Stock Award and Agreement for employees, including executive officers, approved on February 14, 2011, applicable to grantees who may attain “Retirement” prior to issuance of the shares. (Exhibit 10.37 to Annual Report on Form 10-K for the year ended December 31, 2010) | |
*10.22 | Form of Restricted Stock Award and Agreement for employees, including executive officers, approved on February 14, 2011, applicable to grantees who will not attain “Retirement” prior to issuance of the shares. (Exhibit 10.38 to Annual Report on Form 10-K for the year ended December 31, 2010) | |
*10.23 | Transition Agreement dated October 4, 2012 between Fernando Aguirre and Chiquita Brands International, Inc. (Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2012) | |
*10.24 | Employment Agreement entered into October 1, 2012 between Chiquita Brands International, Inc. and Edward F. Lonergan. (Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2012) | |
*10.25 | Restricted Stock Unit Award Agreement from Chiquita Brands International, Inc. to Edward F. Lonergan, dated October 8, 2012, with respect to an aggregate 231,065 shares of Common Stock. (Exhibit 10.3 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2012) | |
*10.26 | Stock Option Award Agreement from Chiquita Brands International, Inc. to Edward F. Lonergan, dated October 8, 2012, with respect to an aggregate 1,440,062 shares of Common Stock. (Exhibit 10.4 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2012) | |
*10.27 | Separation Agreement effective May 31, 2012 between Waheed Zaman and Chiquita Brands International, Inc. (Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2012) | |
Exhibit Number | Description | |
*10.28 | Separation Agreement dated December 11, 2012 between Joseph M. Huston and Chiquita Brands International, Inc. (Exhibit 10.28 to Annual Report on Form 10-K for the year ended December 31, 2012) | |
*13 | Chiquita Brands International, Inc. consolidated financial statements, management's discussion and analysis of financial condition and results of operations, and selected financial data to be included in its 2012 Annual Report to Shareholders. (Exhibit 13 to Annual Report on Form 10-K for the year ended December 31, 2012) | |
*21 | Chiquita Brands International, Inc. Subsidiaries (Exhibit 21 to Annual Report on Form 10-K for the year ended December 31, 2012) | |
*23.1 | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm (Exhibit 23.1 to Annual Report on Form 10-K for the year ended December 31, 2012) | |
23.2 | Consent of PricewaterhouseCoopers Audit SA, Independent Registered Public Accounting Firm, relating to financial statements of Danone Chiquita Fruits SAS | |
*24 | Powers of Attorney (Exhibit 24 to Annual Report on Form 10-K for the year ended December 31, 2012) | |
31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer | |
31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer | |
32 | Section 1350 Certifications | |
*101.INS** | XBRL Instance Document | |
*101.SCH** | XBRL Taxonomy Extension Schema Document | |
*101.CAL** | XBRL Taxonomy Extension Calculation Linkbase Document | |
*101.DEF** | XBRL Taxonomy Extension Definition Linkbase Document | |
*101.PRE** | XBRL Taxonomy Extension Presentation Linkbase Document | |
*101.LAB** | XBRL Taxonomy Extension Label Linkbase Document |
* | Incorporated by reference. |
** | Pursuant to Rule 406T of Regulation S-T, the interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
+ | Portions of these exhibits have been omitted pursuant to a request for confidential treatment. The omitted portions have been filed with the Commission. |
1 | I have reviewed this annual report on Form 10-K/A of Chiquita Brands International, Inc.; | ||
2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3 | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4 | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | ||
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and | ||
5 | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): | ||
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and | ||
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: June 27, 2013 | /s/ Edward F. Lonergan | |
Title: Chief Executive Officer |
1 | I have reviewed this annual report on Form 10-K/A of Chiquita Brands International, Inc.; | ||
2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3 | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4 | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | ||
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and | ||
5 | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): | ||
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and | ||
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: June 27, 2013 | /s/ Rick P. Frier | |
Title: Chief Financial Officer |
Dated: June 27, 2013 | ||
/s/ Edward F. Lonergan | ||
Name: Edward F. Lonergan | ||
Title: Chief Executive Officer | ||
Dated: June 27, 2013 | ||
/s/ Rick P. Frier | ||
Name: Rick P. Frier | ||
Title: Chief Financial Officer |