SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED). |
For the fiscal year ended December 31, 2003
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED). |
For the transition period from to
Commission file number 1-1550
Full title of the plan and the address of the plan if different from that of the issuer named below:
CHIQUITA SAVINGS AND INVESTMENT PLAN
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Chiquita Brands International, Inc.
Chiquita Center
250 East Fifth Street
Cincinnati, Ohio 45202
CHIQUITA SAVINGS AND INVESTMENT PLAN
Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Employee Benefits Committee
Plan Administrator of the
Chiquita Savings and Investment Plan
We have audited the accompanying statement of net assets available for benefits of the Chiquita Savings and Investment Plan as of December 31, 2003 and 2002, and the related statement of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2003 and 2002, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2003 is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audit of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.
/s/ ERNST & YOUNG LLP
Cincinnati, Ohio
June 18, 2004
1
CHIQUITA SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE
FOR BENEFITS
| | | | | | |
| | | December 31,
|
| | | 2003
| | 2002
|
Investments, at fair value | | $ | 40,168,820 | | $ | 30,320,496 |
Contributions receivable due from the Company | | | 108,574 | | | 1,552,470 |
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Net assets available for benefits | | $ | 40,277,394 | | $ | 31,872,966 |
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See accompanying notes to financial statements.
2
CHIQUITA SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
| | | | | | | | |
| | | Year Ended December 31,
| |
| | | 2003
| | | 2002
| |
Investment income: | | | | | | | | |
Dividends | | $ | 406,183 | | | $ | 524,791 | |
Interest | | | 36,947 | | | | 45,344 | |
| | |
Net appreciation (depreciation) in fair value of investments | | | 6,835,131 | | | | (6,444,173 | ) |
| | |
Contributions: | | | | | | | | |
Participant | | | 2,490,141 | | | | 2,827,292 | |
Company | | | 2,577,012 | | | | 3,117,123 | |
Rollover | | | 180,097 | | | | 9,473 | |
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| | | | 12,525,511 | | | | 79,850 | |
Less: Distributions to participants | | | (4,121,083 | ) | | | (4,801,700 | ) |
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Increase (decrease) in net assets available for benefits | | | 8,404,428 | | | | (4,721,850 | ) |
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Net assets available for benefits: | | | | | | | | |
Beginning of the year | | | 31,872,966 | | | | 36,594,816 | |
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End of the year | | $ | 40,277,394 | | | $ | 31,872,966 | |
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See accompanying notes to financial statements.
3
CHIQUITA SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DESCRIPTION OF THE PLAN
The following description of the Chiquita Savings and Investment Plan (the “Plan”) provides only general information. Participants should refer to the Summary Plan Description for a more complete description of the Plan’s provisions.
General
The Plan is a defined contribution plan available for participation by substantially all full-time and part-time domestic salaried employees of Chiquita Brands International, Inc. (the “Company” or the “Plan Sponsor”) and its participating subsidiaries who have completed 60 days of service and have attained the age of 21. Although it is anticipated that the Plan will continue indefinitely, the Board of Directors of the Company can amend, suspend or terminate the Plan at any time, subject to the provisions of ERISA. In the event of Plan termination, active participants become 100% vested in their accounts.
The Plan was amended and restated effective January 1, 2001 to incorporate all plan amendments since the last restatement. The Plan was also amended on June 10, 2004, effective June 1, 2004, to allow participants to direct new contributions and allocate prior contributions to the Chiquita Common Stock Fund. In addition, the Plan was amended on December 31, 2003, June 23, 2003 and April 14, 2003 to comply with all changes in the law. On March 4, 2003, the Plan was amended to permit the holding of warrants to purchase the Company’s new common stock issued on March 19, 2002 pursuant to the Company’s Plan of Reorganization under Chapter 11 of the U.S. Bankruptcy Code and the subsequent exercise or sale of those warrants. For this purpose, the Company received from the Department of Labor an appropriate exemption to allow the holding of warrants by the Plan.
Effective September 27, 2002, the Plan changed its trustee from Putnam Fiduciary Trust Company to UMB Bank, N.A. (the “Trustee”). Effective January 1, 2004, the Plan changed its trustee from UMB Bank, N.A. to State Street Bank and Trust Company. Pending investment in each fund’s primary investment vehicle, the Trustee may invest monies temporarily in short-term investments.
Financial Condition of Plan Sponsor
On March 19, 2002, the Company completed its financial restructuring when its pre-arranged Plan of Reorganization under Chapter 11 of the U.S. Bankruptcy Code became effective. The assets of the Plan were legally protected from creditors during the bankruptcy proceedings, which commenced November 28, 2001.
In accordance with the Company’s Plan of Reorganization, all Chiquita Brands International, Inc. common stock, par value $.01 per share, existing at March 19, 2002 was cancelled. These shares were converted into the right to receive shares of a new class of Common Stock, par value $.01 per share (“Chiquita Common Stock”), and 7-year warrants to subscribe for shares of the new Chiquita Common Stock. Every 1,000 shares of old common stock were exchanged for 7.1 shares of new Chiquita Common Stock and 118.9 warrants. Accordingly, on March 19, 2002, the Plan’s 1,215,723 shares of old common stock were exchanged for 8,670 shares of new Chiquita Common Stock and 144,510 warrants. The warrants have an exercise price of $19.23 per share and will be exercisable through March 19, 2009.
4
Participant Accounts
Participants may have up to seven accounts under the Plan:
| | |
Account
| | Description of Account
|
| Employee Accounts: | | |
| Employee Before-Tax Contributions | | Reflect all before-tax, after-tax and |
| Employee After-Tax Contributions | | rollover contributions, and the income, |
| Catch-up Contributions | | losses, withdrawals and distributions |
| Rollover Contributions | | attributable to such employee contributions. |
| |
| Company Accounts: | | |
| Matching Contributions | | Reflect participant’s share of Company |
| Profit Sharing Contributions | | contributions, profit-sharing contributions of |
| Non-elective Contributions | | certain merged plans, and an amount equal to |
| | | participant’s unspent employee credits |
| | | contributed prior to January 1, 2004 from the |
| | | Company’s separate welfare benefits plans, |
| | | and the income, losses, withdrawals and |
| | | distributions attributable to such contributions. |
Participant Contributions
Participants may elect to defer as a Before-Tax Contribution any whole percentage of their compensation from 1% to 15%, subject to the non-discrimination standards of the Internal Revenue Code (the “Code”). A participant’s taxable compensation is reduced by the amount of Before-Tax Contributions, and those amounts are contributed to the Plan on the participant’s behalf by the Company. A participant’s Before-Tax Contributions in any one year are also limited to a fixed dollar maximum ($13,000 for 2004, $12,000 for 2003 and $11,000 for 2002) as specified by the Code. The first 6% of compensation contributed to the Plan (“Eligible Participant Contributions”) is eligible for employer matching contributions. In July 2002, participants age 50 or older could begin making catch-up contributions if they contributed the maximum elective deferral under the Plan. A participant’s catch-up contributions in any one year are limited to a fixed dollar maximum ($3,000 for 2004, $2,000 for 2003 and $1,000 for 2002).
From January 16, 2001 to May 31, 2004, participant contributions to the Chiquita Common Stock Fund were not permitted. Participants were permitted to keep existing balances at January 16, 2001 in the Chiquita Common Stock Fund. However, if a participant chose to transfer any funds from the Chiquita Common Stock Fund to another investment fund after that date, the participant was not permitted to transfer those amounts back to the Chiquita Common Stock Fund. Beginning June 1, 2004, participants may direct new contributions and allocate prior contributions to the Chiquita Common Stock Fund.
The Plan also accepts rollover contributions (“Rollovers”) from other qualified plans and from certain individual retirement accounts. Rollovers are credited to a participant’s Rollover Contributions Account, are treated in a manner similar to Before-Tax Contributions for Plan accounting and federal income tax purposes, and are not eligible for matching contributions by the Company.
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Company Contributions
The Company makes a Basic Matching Contribution and may make a Discretionary Matching Contribution, as described below. These contributions are based on Eligible Participant Contributions. The Company’s matching contributions are subject to the non-discrimination standards of the Code.
Basic Matching Contributions The Basic Matching Contribution amounted to 150% of Eligible Participant Contributions in 2003 and 75% in 2002. In 2004, the Basic Matching Contribution is 150% (or such higher percentage as the Plan Administrative Committee may in its discretion approve) of Eligible Participant Contributions.
Discretionary Matching Contributions The Company may, at its discretion, make an additional contribution to the account of each participant who is actively employed by the Company on the last day of the Plan year. The Discretionary Matching Contribution amounted to 0% of Eligible Participant Contributions in 2003 and 75% in 2002.
Since November 23, 2000, all Company matching contributions have been made in cash. Prior to November 23, 2000, all Company contributions were made in shares of Chiquita Common Stock.
Under the Code, a participant’s annual Before-Tax Contributions, After-Tax Contributions, employer Matching Contributions and Non-elective Contributions for any calendar year cannot exceed the lesser of a fixed dollar amount ($41,000 for 2004 and $40,000 for 2003 and 2002) or 100% of the participant’s compensation for that calendar year.
Investment Options
The Plan offers a variety of investment options, primarily third-party mutual funds. From January 16, 2001 to May 31, 2004, participants were not permitted to direct new contributions, or allocate prior contributions, to the Chiquita Common Stock Fund. Beginning June 1, 2004, participants may direct their new contributions and allocate prior contributions to any of the Plan’s investment options. Participants may change the investment allocation of accumulated account balances daily. A participant’s future contribution deferral amount and investment allocation may be changed with each pay period. The Plan Administrative Committee (the “Plan Administrator”) may change any of the investment funds offered to participants at its discretion.
Vesting
Participants are fully vested in their Employee Accounts and their Non-elective Contributions Account. Company Matching Contributions and the related earnings with respect to each Plan year become vested at a rate of 20% for each year of service to the Company. A participant with less than five years of service becomes fully vested in his or her Matching Contributions Account immediately at age 65 while still actively employed or when employment terminates as a result of retirement, death or disability.
The non-vested portions of a terminating participant’s Company Accounts are forfeited and used to reduce future Company contributions.
6
Withdrawals, Distributions and Loans
A participant’s contributions may be withdrawn only in limited circumstances, as permitted by the Code and the Plan.
Upon termination of service, a participant may apply to receive a distribution of the vested portion of his or her account balance in a lump-sum amount or leave the account balance in the Plan until age 65. Distributions consist of cash or shares of Chiquita Common Stock from the Chiquita Common Stock Fund, cash or warrants from the Chiquita Warrant Fund, and cash from all other investment funds. In addition, prior to June 1, 2002, other forms of distribution were permitted for participants’ account balances from merged plans, including qualified joint and survivor annuities and monthly installment payments.
Participants may, with the approval of the Plan Administrator, borrow amounts from certain of their accounts subject to conditions and terms as set forth in the Plan and by the Plan Administrator.
SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements of the Plan have been prepared on the accrual basis.
Use of Estimates
The financial statements have been prepared in conformity with U.S. generally accepted accounting principles, which require management to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements and accompanying notes.
Valuation of Investments
Chiquita Common Stock and warrants are valued at the last sales price reported on the New York Stock Exchange on the day of valuation. Units of participation in common/collective trusts (Barclays Global Equity Index) are valued at redemption value. The shares of registered investment companies (the remainder of the funds) are valued at quoted market prices which represent the net asset values of shares held by the Plan. Loans to participants are valued at cost, which approximates fair value.
Securities Transactions
Purchases and sales of investments are recorded on a trade date basis.
Dividend and Interest Income
Dividend income is recorded on the ex-dividend date and interest income is recorded on an accrual basis.
7
INVESTMENTS
The following presents investments, at fair value, that represented five percent or more of the Plan’s net assets:
| | | | | | |
| | | December 31,
|
| | | 2003
| | 2002
|
Barclays Global Equity Index | | $ | 9,210,770 | | $ | 7,013,158 |
Strong Money Market | | | 5,892,022 | | | 6,650,549 |
Strong Institutional Growth | | | 5,817,778 | | | 4,322,789 |
Dodge & Cox Stock | | | 4,209,382 | | | 1,621,353 |
Strong Institutional Government Securities | | | 2,993,945 | | | 3,042,421 |
Managers Special Equity | | | 2,764,409 | | | 1,403,955 |
During 2003 and 2002, the Plan’s investment balances (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:
| | | | | | | |
| | | Year Ended December 31,
| |
| | | 2003
| | 2002
| |
Mutual funds | | $ | 6,387,857 | | $ | (6,370,604 | ) |
Chiquita Brands International, Inc. warrants | | | 387,218 | | | (234,976 | ) |
Chiquita Brands International, Inc. common stock | | | 60,056 | | | 161,407 | |
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| | | $ | 6,835,131 | | $ | (6,444,173 | ) |
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RELATED PARTY TRANSACTIONS
During the years ended December 31, 2003 and 2002, the Plan sold 228 and 56,135 shares, respectively, of Chiquita Common Stock. In 2003 and 2002, the Plan also sold 4,774 warrants and 26,234 warrants, respectively. All sales were market transactions.
While it has no obligation to do so, the Company has provided certain administrative services and has paid professional fees for the benefit of the Plan.
8
NONPARTICIPANT-DIRECTED INVESTMENTS
On November 23, 2000, the Plan was amended to allow participants to direct any investment balance to any of the Plan’s investment options. Previously, certain amounts invested in Chiquita Common Stock represented a nonparticipant-directed investment.
TAXES
The Plan has received a determination letter from the Internal Revenue Service dated April 3, 2003, stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the related trust is exempt from taxation. Subsequent to this issuance of the determination letter, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax exempt.
9
CHIQUITA SAVINGS AND INVESTMENT PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
DECEMBER 31, 2003
EIN No. 04-1923360, Plan No. 003
| | | | | | | |
Identity of Issue/Description of Asset
| | Number of Shares or
Rate of Interest and
Maturity Date
| | Current Value
|
| | | Barclays Global Equity Index | | 903,902 units | | $ | 9,210,770 |
* | | Strong Money Market | | 5,892,022 units | | | 5,892,022 |
* | | Strong Institutional Growth | | 329,619 shares | | | 5,817,778 |
| | | Dodge & Cox Stock | | 36,995 shares | | | 4,209,382 |
* | | Strong Institutional Government Securities | | 275,178 shares | | | 2,993,945 |
| | | Managers Special Equity | | 35,219 shares | | | 2,764,409 |
| | | American Funds Euro Pacific Growth | | 57,867 shares | | | 1,731,979 |
* | | Strong Moderate Portfolio | | 176,322 shares | | | 1,708,568 |
* | | Strong Growth & Income Inst. | | 69,186 shares | | | 1,364,355 |
* | | Strong Advisor Small Cap Value | | 45,381 shares | | | 1,249,359 |
* | | Strong Aggressive Portfolio | | 104,453 shares | | | 1,003,797 |
* | | Chiquita Brands International, Inc. warrants | | 98,708 warrants | | | 739,329 |
* | | Strong Conservative Portfolio | | 47,210 shares | | | 450,390 |
* | | Strong Advisor Common Stock | | 16,091 shares | | | 356,420 |
* | | Chiquita Brands International, Inc. common stock, $.01 par value | | 6,177 shares | | | 139,181 |
* | | Participant loans receivable | | Interest rates range from 5.0% to 10.5%; maturities range from 1 to 10 years | | | 537,136 |
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| | | | | | | $ | 40,168,820 |
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| * | Denotes party-in-interest. |
10
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | |
| | | CHIQUITA SAVINGS AND INVESTMENT PLAN |
| | |
| Date: June 25, 2004 | | By: | | /s/ Barry H. Morris
|
| | | | | Barry H. Morris, Chairman of the |
| | | | | Employee Benefits Committee |
11
