-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, dP5ccLcMvQJr+5pQslDt37GTug8v2+fqvM0/q8g3rV7Np7nb2GegFal7MaPaHT9H 3dGDMhDWpLlboLJv+U53eA== 0000101063-95-000017.txt : 19950516 0000101063-95-000017.hdr.sgml : 19950516 ACCESSION NUMBER: 0000101063-95-000017 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950515 SROS: AMEX SROS: BSE SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHIQUITA BRANDS INTERNATIONAL INC CENTRAL INDEX KEY: 0000101063 STANDARD INDUSTRIAL CLASSIFICATION: MEAT PACKING PLANTS [2011] IRS NUMBER: 041923360 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-01550 FILM NUMBER: 95539244 BUSINESS ADDRESS: STREET 1: 250 E FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137848011 FORMER COMPANY: FORMER CONFORMED NAME: UNITED BRANDS CO DATE OF NAME CHANGE: 19900403 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended Commission File March 31, 1995 Number 1-1550 CHIQUITA BRANDS INTERNATIONAL, INC. Incorporated under the IRS Employer I.D. Laws of New Jersey No. 04-1923360 250 East Fifth Street, Cincinnati, Ohio 45202 (513) 784-8011 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 As of May 1, 1995, there were 50,238,878 shares of Common Stock outstanding. Page 1 of 12 Pages CHIQUITA BRANDS INTERNATIONAL, INC. TABLE OF CONTENTS Page PART I - Financial Information Consolidated Statement of Income for the quarters ended March 31, 1995 and 1994 . . . . . .3 Consolidated Balance Sheet as of March 31, 1995, December 31, 1994 and March 31, 1994. . . . . . . . . . . . .4-5 Consolidated Statement of Cash Flow for the quarters ended March 31, 1995 and 1994 . . . . . .6 Notes to Consolidated Financial Statements .7 Management's Analysis of Operations and Financial Condition . . . . . . . . . . .8 PART II - Other Information Item 1 - Legal Proceedings . . . . . . . . .9 Item 6 - Exhibits and Reports on Form 8-K. .9 Signature. . . . . . . . . . . . . . . . . . . 10 Part I - Financial Information CHIQUITA BRANDS INTERNATIONAL, INC. CONSOLIDATED STATEMENT OF INCOME (In thousands, except per share amounts) (Unaudited)
Quarter Ended March 31, 1995 1994 Net sales $1,028,363 $1,056,247 Operating expenses Cost of sales 821,251 840,956 Selling, general and administrative 100,152 104,879 Depreciation 26,533 28,427 947,936 974,262 Operating income 80,427 81,985 Interest income 6,808 5,170 Interest expense (41,728) (44,270) Other income, net 421 649 Income before income taxes 45,928 43,534 Income taxes (8,300) (8,000) Income before extraordinary item 37,628 35,534 Extraordinary loss from prepayment of debt -- (22,840) Net income $37,628 $12,694 Weighted average number of common shares outstanding (see Exhibit 11) 53,482 53,176 Earnings (loss) per common share: Primary -Income before extraordinary item $ .66 $ .65 -Extraordinary loss -- (.43) -Net income $ .66 $ .22 Fully diluted-Income before extraordinary item $ .62 $ .62 -Extraordinary loss -- (.40) -Net income $ .62 $ .22 Cash dividends declared per common share $.05 $ .05
See Notes to Consolidated Financial Statements. CHIQUITA BRANDS INTERNATIONAL, INC. CONSOLIDATED BALANCE SHEET (In thousands) (Unaudited)
ASSETS March 31,December 31,March 31, 1995 1994 1994 Current assets Cash and equivalents $125,079 $178,855 $211,618 Trade receivables, less allowances of $15,872, $14,149 and $13,213, respectively 309,812 257,777 314,785 Other receivables, net 75,007 95,948 97,286 Inventories 362,760 351,730 346,371 Other current assets 36,322 33,932 39,832 Total current assets 908,980 918,242 1,009,892 Restricted cash 77,530 75,030 51,020 Property, plant and equipment, net 1,407,674 1,433,858 1,494,106 Investments and other assets 326,989 309,721 306,968 Intangibles, net 163,239 165,170 171,702 $2,884,412 $2,902,021 $3,033,688
See Notes to Consolidated Financial Statements. CHIQUITA BRANDS INTERNATIONAL, INC. CONSOLIDATED BALANCE SHEET (continued) (In thousands, except share amounts) (Unaudited) LIABILITIES AND SHAREHOLDERS' EQUITY
March 31,December 31,March 31, 1995 1994 1994 Current liabilities Notes and loans payable $134,032 $130,163 $135,921 Long-term debt due within one year 76,121 91,032 84,959 Accounts payable 267,072 270,033 263,498 Accrued liabilities 129,890 162,589 137,667 Total current liabilities 607,115 653,817 622,045 Long-term debt of parent company 840,508 840,377 840,006 Long-term debt of subsidiaries 515,438 524,500 566,186 Accrued pension and other employee benefits 122,099 120,325 130,241 Other liabilities 116,452 118,193 141,787 Total liabilities 2,201,612 2,257,212 2,300,265 Shareholders' equity Preferred and preference stock 190,639 190,639 190,639 Capital stock, $.33 par value (50,232,496, 49,300,881 and 48,641,321 shares outstanding, respectively) 16,745 16,434 16,214 Capital surplus 511,478 505,800 495,985 Retained earnings (deficit) (20,938) (52,940) 48,514 Minimum pension liability adjustment (15,124) (15,124) (17,929) Total shareholders' equity 682,800 644,809 733,423 $2,884,412 $2,902,021 $3,033,688
See Notes to Consolidated Financial Statements. CHIQUITA BRANDS INTERNATIONAL, INC. CONSOLIDATED STATEMENT OF CASH FLOW (In thousands) (Unaudited)
Quarter Ended March 31, 1995 1994 Cash provided (used) by: Operations Income before extraordinary item $37,628 $35,534 Depreciation and amortization 28,025 30,279 Changes in current assets and liabilities (87,959) (87,275) Other (1,915) 1,032 Cash flow from operations (24,221) (20,430) Investing Capital expenditures (17,109) (48,755) Restricted cash deposits (2,500) -- Proceeds from sale of containers 6,830 -- Proceeds from sales of businesses 5,378 52,700 Other 1,698 (3,643) Cash flow from investing (5,703) 302 Financing Debt transactions Issuances of long-term debt 8,006 206,822 Repayments of long-term debt (35,758) (261,188) Increase (decrease) in notes and loans payable 8,090 (1,774) Stock transactions Issuance of preferred stock -- 138,369 Issuances of capital stock 370 723 Dividends (4,560) (2,432) Cash flow from financing (23,852) 80,520 Increase (decrease) in cash and equivalents (53,776) 60,392 Balance at beginning of period 178,855 151,226 Balance at end of period $125,079 $211,618
See Notes to Consolidated Financial Statements. CHIQUITA BRANDS INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Interim results are subject to significant seasonal variations and are not necessarily indicative of the results of operations for a full fiscal year. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary for a fair statement of the results of the interim periods shown have been made. See Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1994 for additional information relating to the Company's financial statements. Inventories consisted of the following (in thousands):
March 31,December 31,March 31, 1995 1994 1994 Bananas and other fresh produce $50,546 $47,592 $48,791 Meat 46,624 35,165 38,657 Other food products 53,228 63,565 38,067 Growing crops 115,395 115,177 119,685 Materials and supplies 81,218 76,078 86,672 Other 15,749 14,153 14,499 $362,760 $351,730 $346,371
In the first quarter of 1994, the Company sold $175 million principal amount of 9-1/8% Senior Notes due 2004 and 2,875,000 shares of $2.875 Non-Voting Cumulative Preferred Stock, Series A. Most of the net proceeds from the offerings were used to prepay higher rate subordinated debentures. These prepayments resulted in an extraordinary loss of $22.8 million. In accordance with its long-standing policy to periodically hedge transactions denominated in foreign currencies, at March 31, 1995, the Company had foreign exchange forward contracts to ensure conversion of approximately $223 million of foreign sales commitments for the remainder of 1995 at an average exchange rate of 1.53 Deutsche marks per dollar. The fair value of these contracts, based on quoted market prices, was approximately $26 million at March 31, 1995. The Company also had foreign currency put options to ensure conversion of approximately $170 million of foreign sales through the first half of 1996 at an average exchange rate of 1.48 Deutsche marks per dollar. The fair value of these options, based on quoted market prices, was not significant at March 31, 1995. CHIQUITA BRANDS INTERNATIONAL, INC. MANAGEMENT'S ANALYSIS OF OPERATIONS AND FINANCIAL CONDITION OPERATIONS Net sales for the quarter ended March 31, 1995 decreased 2.6% from the same quarter last year primarily as a result of the sale of the Company's specialty meat operations during the prior year's first quarter. Operating income for the quarter was $80.4 million in 1995 and $82.0 million in 1994 with lower earnings from the sale of bananas partially offset by improved earnings from other food products within the Chiquita operations segment. The effect of higher banana operating costs, including the impact of reduced Honduran production which has now returned to normal, and higher paper prices, was partially offset by the benefit of a weaker dollar in relation to European currencies. Although improved, results for the Company's Meat Division held for sale were not significant in either the 1995 or 1994 first quarter. Net interest expense for the quarter decreased from the prior year as a result of debt refinancing and reduction activities since the beginning of 1994. The Company's effective tax rate is affected by the level and mix of income between various domestic and foreign jurisdictions in which the Company operates. FINANCIAL CONDITION Cash decreased by $54 million during the first quarter of 1995 due primarily to funding seasonal increases in working capital and net repayments of debt of $20 million. Cash used for capital expenditures of $17 million was partially offset by $12 million of proceeds from the sales of container equipment and the Company's New Zealand fresh produce distribution business during the quarter. During the second quarter of 1995, the Company refinanced approximately $175 million of loans secured by ships. These refinancings have provided the Company with approximately $30 million of cash proceeds and, by extending the loan maturities, have reduced amounts due within one year of March 31, 1995 by approximately $17 million. Part II - Other Information Item 1 - Legal Proceedings Reference is made to Part I, Item I - "Business-Meat Division Held for Sale-Labor relations" in the Company's 1994 10-K and Note 2 to the Company's Consolidated Financial Statements included in the Company's 1994 Annual Report to Shareholders and the discussion of the case concerning medical benefits for retired hourly employees. In May 1995, the United Food and Commercial Workers Union, on behalf of retired workers affected by the termination of medical benefits, filed a petition for certiorari in the United States Supreme Court requesting a review of lower court decisions. Morrell has filed its brief opposing further review. Item 6 - Exhibits and Reports on Form 8-K (a) Exhibit 11 - Computation of Earnings Per Common Share. . . . . . . . . . . Pages 11-12 Exhibit 27 - Financial Data Schedule. . . .** ** Copy omitted from this Quarterly Report on Form 10-Q. Copy included in report filed electronically with the Securities and Exchange Commission. (b) There were no reports on Form 8-K filed by the Company during the quarter ended March 31, 1995. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CHIQUITA BRANDS INTERNATIONAL, INC. By: /s/ William A. Tsacalis William A. Tsacalis Vice President and Controller (Chief Accounting Officer) May 15, 1995 EX-11 2 Exhibit 11 CHIQUITA BRANDS INTERNATIONAL, INC. COMPUTATION OF EARNINGS PER COMMON SHARE (In thousands, except per share amounts) (Unaudited)
Quarter Ended March 31, 1995 1994 A. Primary earnings per common share Income before extraordinary item $37,628 $35,534 Dividends on Series A Preferred Stock (2,066) (1,033) Income available to common shares before extraordinary item 35,562 34,501 Extraordinary loss from prepayment of debt -- (22,840) Net income used to calculate primary earnings per share $35,562 $11,661 Shares used in calculation of per share data: Weighted average common and equivalent Series C preference shares outstanding 53,045 51,806 Less restricted common shares (390) -- Dilutive effect of assumed exercise of certain stock options and warrants 827 1,370 Weighted average common shares used to calculate primary earnings (loss) per share 53,482 53,176 Primary earnings (loss) per common share: -Before extraordinary item $ .66 $ .65 -Extraordinary item -- .(43) -Net income $ .66 $ .22
Exhibit 11 (continued) CHIQUITA BRANDS INTERNATIONAL, INC. COMPUTATION OF EARNINGS PER COMMON SHARE (In thousands, except per share amounts) (Unaudited)
Quarter Ended March 31, 1995 1994 B. Fully diluted earnings per common share Income available to common shares before extraordinary item $35,562 $34,501 Add back dividends as a result of assumed conversion of Series A preferred stock 2,066 1,033 Income used to calculate fully diluted earnings per share before extraordinary item 37,628 35,534 Extraordinary loss from prepayment of debt -- (22,840) Net income used to calculate fully diluted earnings per share $37,628 $12,694 Shares used in calculation of per share data: Weighted average common shares used to calculate primary earnings (loss) per share 53,482 53,176 Additional shares resulting from assumed exercise of options and assumed conversions of Series A Preferred Stock and convertible subordinated debentures 7,580 4,125 Additional restricted common shares 21 -- Weighted average common shares used to calculate fully diluted earnings (loss) per share 61,083 57,301 Fully diluted earnings (loss) per common share: - Before extraordinary item $ .62 $ .62 - Extraordinary loss -- (.40) - Net income $ .62 $ .22
EX-27 3
5 The schedule contains summary financial information extracted from the Chiquita Brands International, Inc. Form 10-Q for the quarterly period ended March 31, 1995 and is qualified in its entirety by reference to such financial statements. 1,000 3-MOS DEC-31-1995 MAR-31-1995 125,079 0 325,684 15,872 362,760 908,980 2,063,013 655,339 2,884,412 607,115 1,355,946 16,745 0 190,639 475,416 2,884,412 1,028,363 1,028,363 821,251 821,251 26,533 0 41,728 45,928 8,300 37,628 0 0 0 37,628 .66 .62
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