Chiquita Brands International, Inc

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Chiquita Brands International, Inc.

250 East Fifth Street
Cincinnati, Ohio 45202-4119
U.S.A.
Telephone: (513) 784-8000
Fax: (513) 784-8030
Web site: http://www.chiquita.com

Public Company
Incorporated: 1885 as the Boston Fruit Company
Employees: 25,000
Sales: $3.9 billion (2005)
Stock Exchanges: New York
Ticker Symbol: CQB
NAIC: 111339 Other Noncitrus Fruit Farming; 424480 Fresh Fruit and Vegetable Merchant Wholesalers; 111331 Apple Orchards; 111332 Grape Vineyards; 311991 Perishable Prepared Food Manufacturing

One of the world's foremost marketers of fresh produce, Chiquita Brands International, Inc., is a food company whose name will forever be linked with the Chiquita banana, the number one banana brand in the European Union and number two in North America (behind the Dole brand of Dole Food Company, Inc.). Bananas generate approximately 44 percent of the company's total revenues. The company distributes its bananas in more than 70 countries around the world. About 30 percent of the bananas are grown on Chiquita Brands' own plantations, which are located in Panama, Costa Rica, Colombia, Guatemala, and Honduras; the remainder are purchased from independent growers.

Beyond its core banana operations, the company distributes and markets other fruits and vegetables in Europe, North America, and the Far East, specifically citrus fruit, stone fruit, apples, grapes, melons, pineapples, kiwi, and tomatoes. This business is responsible for nearly one-third of the company's revenues. About one-quarter of sales are generated by the firm's Fresh Express business and Chiquita-branded fresh-cut fruit. Fresh Express, acquired in June 2005, is the leading maker of packaged, ready-to-eat salads for the retail market in the United States. Chiquita brand fresh-cut fruit includes packaged apples, grapes, pineapples, watermelon, cantaloupe, and honeydew melon.

Founded in the late 19th century, Chiquita was known first as the United Fruit Company and was reviled in some corners as the creator and perpetuator of "banana republics." Beginning in the 1950s, the company began diversifying widely, while repairing its image, and eventually became the United Brands Company in 1970 under Eli Black. After suffering a $70 million loss in 1974, which was followed by the suicide of Black and revelations of corporate scandal in early 1975, the future of Chiquita was in jeopardy. By 1990 the Chiquita name had been sufficiently rehabilitated for the company to adopt the name Chiquita Brands International, Inc. The firm, however, operated in the red during much of the 1990s, a downturn that flowed particularly from the European Union's imposition in 1993 of a quota on bananas imported from Latin America, Chiquita's main sourcing region. Its financial situation deteriorating, Chiquita filed a prepackaged Chapter 11 reorganization plan in November 2001, emerging the following March with a stronger financial structure. During the late 1990s and early 2000s, the company worked diligently to improve the environmental practices and working conditions at its banana farms in Latin America, collaborating in this effort with the Rainforest Alliance, a leading environmental nongovernmental organization that certifies environmental practices on farms and in forests. Although the transatlantic "banana war" ended in 2001, Chiquita Brands faced a new hurdle when the European Union in January 2006 introduced a tariff on bananas imported from Latin America.

FOUNDING OF THE UNITED
FRUIT COMPANY IN 1899

The idea for a dominant international banana company was first launched in 1870 when Captain Lorenzo Dow Baker speculatively sold 160 bunches of Jamaican bananas in Jersey City at an enormous profit. The delicate fruit, coupled with the vagaries of transportation, weather, and prices, made for a particularly risky business. In addition, the American public was, until the Philadelphia Centennial Exposition of 1876, largely unfamiliar with the many merits of bananas. Baker soon found an ally, however, in Boston produce agent Andrew Preston, who agreed to handle marketing. The two men, aided by Preston's other partners, eventually joined to form the Boston Fruit Company in 1885. When three other banana companies, including railroad pioneer Minor Keith's concern, agreed to merge in 1899 with Boston Fruit, the United Fruit Company was born. The new company's stock was listed on the New York Stock Exchange in 1903.

The strategy behind the merger was to create a broad base of operations in an effort to continue trade when droughts, floods, or political upheavals were disrupting one or another of the harvesting lands. From then until well into the 20th century, the company operated principally in Ecuador, Nicaragua, and Panama, though shipments also came from Colombia, Guatemala, and Honduras. The governments of these Central and South American countries were eager to develop but were unable to finance the construction of railroads and ports themselves. For North American companies who were willing to buy land, which was cheaply priced, and do the building themselves, the situation offered unimaginable potential. Although United Fruit faced some competition, namely from the Standard Fruit and Steamship Company of New Orleans, for all practical purposes, it became the U.S. banana company and guided not only the economic but also the political developments in the countries it had invested in.

Technologically, too, United Fruit led the fruit-producing and importation industry. In 1903 it became the first company to transport refrigerated cargo; in 1904 it established commercial radio on its ships; and in 1910 it successfully introduced uninterrupted radio service between headquarters in Boston and New York and its various crop-producing outposts. Aside from continuing to acquire more plantation land with its profits, the company expanded into the Cuban sugar trade with acquisitions in 1907 and 1912. A much later acquisition of Samuel Zemurray's Cuyamel Fruit Company in 1930 led to new management three years later under Cuyamel's largest shareholder, Zemurray himself.

COMPANY PERSPECTIVES

Vision: Chiquita will be one of the most respected companies in the world, consistently delivering sustainable, profitable growth by committed, passionate and disciplined professionals, while maintaining high standards and conservative financial policies.

Mission: To be a consumer-driven global leader of branded and value-added produce. We will win the hearts and smiles of the world's consumers by helping them enjoy nutritional and healthy products.

From this period through the mid-1980s the company prospered and wielded considerable influence, both at home and abroad. Several of the Central American governments felt powerless when negotiating land rights and new development with "The Fruit Company"; Hondurans commonly referred to the corporation as "the Octopus," for its control seemed to reach virtually everywhere. In the United States the company enjoyed a far better image, particularly with the federal government, which found United Fruit indispensable during World War II and in later years for maintaining security and the free flow of both durable and nondurable goods throughout the Caribbean. United Fruit's collaboration with the U.S. government in two military operations, one successful and one a fiasco, provided the basis for much of the company's notoriety and a negative reputation that it carried for decades through more than one corporate name change. In 1954 United Fruit provided ships and other logistical support for the CIA-based coup that overthrew the government of Jacobo Arbenz, the president of Guatemala. In 1961 United Fruit supplied the government with ships for the failed Bay of Pigs invasion of Cuba.

CHIQUITA BRAND GAINS
FAME

In 1944 the company unleashed its single greatest public relations campaign with the creation of the Miss Chiquita character and the "Chiquita Banana Song" for radio. Soon such notables as Xavier Cugat, the King Sisters, and Carmen Miranda transformed the Calypso jingle into a long-running, nationwide hit. More importantly, the name Chiquita (meaning "little one") became imprinted in the American consciousness and domestic banana consumption rose rapidly. In its efforts to distinguish its bananas from the competition's, United Fruit at first put the Chiquita name and Miss Chiquita image on a paper band that was wrapped around bunches of bananas. Then in 1963 the company began affixing colorful Chiquita stickers to individual bananas. In so doing, United Fruit made advertising history by creating a branded premium product out of what was essentially a common commodity.

From the early 1950s through the early 1960s the company experienced radical and disturbing changes. Although United Fruit's share of the banana market had been declining since 1910, the company still had a near monopoly of the market. Earnings of $45 million during the early 1950s translated into profit margins of around 15 percent. A decade later the company was posting losses of half a million dollars. As John M. Fox, the executive charged with reorganizing operations in the 1960s, recounted: "No longer was United Fruit the major source of quality bananas. No longer was the 'Great White Fleet,' as United Fruit's ocean ships were called, the only dependable furnisher of refrigerated transport of fruit from the tropics." With rising production costs and dropping prices, the company was in serious trouble. Contributing to the dire situation was the gradual evolution of the banana republics into the role of self-sustaining exporters as well as the outbreak of Panama disease, a fusarium wilt virus that was proving to be a huge capital drain on the company. In addition, antitrust action by the U.S. Justice Department would ultimately require United Fruit to help establish a domestic competitor through the sale of a portion of its operations.

KEY DATES

1885:: Lorenzo Dow Baker, Andrew Preston, and partners form a banana importing concern called Boston Fruit Company.
1899:: Boston Fruit merges with three other banana companies to create the United Fruit Company.
1903:: Company's stock begins trading on the New York Stock Exchange.
1944:: The Chiquita brand is introduced.
1963:: Company begins putting Chiquita stickers on its bananas.
1970:: United Fruit merges with AMK Corporation, operator of the John Morrell meat business; company's name is changed to United Brands Company.
1972:: U.S. government forces the company to sell its Guatemalan operations to Del Monte.
1988:: Company headquarters are shifted to Cincinnati.
1990:: Company is renamed Chiquita Brands International, Inc. and acquires Frupac International Corporation.
1993:: European Union (EU) imposes quota on bananas from Latin America.
2001:: Agreement between the United States and the EU ends banana trade war; Chiquita Brands files a prepackaged reorganization plan under Chapter 11 bankruptcy protection.
2002:: Company emerges from bankruptcy.
2003:: Atlanta AG is acquired; company launches a line of fresh-cut fruit under the Chiquita brand.
2005:: Chiquita acquires packaged salad maker Fresh Express for $855 million.

MERGER WITH AMK
CORPORATION IN 1970

United Fruit's response was to hire new management to better integrate its three often autonomously run branches of production, shipping, and sales. Greater competition in the commodity market also suggested that the company begin diversifying; United Fruit proceeded to acquire a miscellany of companies, including the A & W Root Beer Company, Baskin-Robbins, and Foster Grant. The result was a relatively unfocused stream of purchases that ended when United Fruit merged with AMK Corporation in 1970. In 1966 AMK, originally a producer of milkbottle caps, had acquired a third of the common shares of John Morrell and Company (a meatpacker once involved with orange trading during the early 19th century) and in December of the following year acquired the rest. Eli Black, the president and chairman of AMK, gained a reputation for financial wizardry with this acquisition because Morrell, the fourth largest meatpacker in the country, was 20 times larger than AMK.

Unfortunately, Black's triumph as chief executive officer of the newly named United Brands Company was short-lived, punctuated only by a few years of solid earnings and the company's considerable strides forward in eradicating injustices against workers. During the mid-1970s United Brands experienced some of the worst losses in its history. In April 1974 Central American governments began levying a large export tax on their bananas. Then, in September 1974, Hurricane Fifi hit Central America, wiping out 70 percent of the company's Honduran plantations and causing losses of more than $20 million. Black sent relief teams to the victims of the hurricane, but he could do nothing to help the company. Losses continued to mount; because of high cattle feed costs, the John Morrell division contributed another $6 million in losses to United Brands' $70 million operating loss in 1974, compared to a $16 million profit the previous year. Black's final attempt to alleviate the company's troubles was to sell United Brand's interest in Foster Grant, once touted as the company's "crown jewel," for almost $70 million at the very end of the year. The sale was considered a tremendous success, however, Black committed suicide on February 3, 1975.

Investigations into Black's death uncovered a bribery scandal that was to plague United Brands for more than three years. In April 1975 the Securities and Exchange Commission (SEC) charged United Brands with having paid a bribe of $1.25 million and having agreed to pay another $1.25 million to a Honduran official in exchange for a reduction in export taxes. The SEC also accused United Brands of bribing European officials for $750,000. Trade in United Brands stock was halted for almost a week. Black's culpability, however, offered only a partial explanation for his leap to death from his Manhattan offices. Jefferson Grigsby surmised that the scandal was simply "the last straw." Through his so-called wizardry Black "had created a giant company … but he had also made a classic mistake. By merging a cash-rich company with a capital-hungry company, he had hoped to create one strong company but instead created a weak one. In this case, one plus one had equaled zero."

In May 1975 Wallace Booth, a former executive at Rockwell International, succeeded the string of chairmen who had headed the company by committee rule in the wake of Black's death. Booth is credited with leveling the rocky operation by methodically tightening management control, streamlining banana delivery systems, and updating meatpacking technology at John Morrell. Yet United Brands was far from recovery. In 1972 it had been forced by the government to sell its Guatemalan operations to Del Monte. Perhaps the sale came as a relief—Guatemala had for a long time been the company's most politically volatile producer region. Yet the transaction also signaled a weakening of the once monolithic food company that, unlike fruit-producers Del Monte or Dole, was still largely dependent on a single, highly perishable cash crop. Booth lasted only until 1977.

Until 1984 a series of chairmen and presidents, including Paul and Seymour Milstein, managed to keep United Brands afloat, but profits slipped and net losses increased steadily. John Morrell came close to closing a plant in the early 1980s, and in 1983 tropical storms in Panama and Costa Rica inflicted further damage. Fortune writer Eleanor Tracy, in 1984, summarized United Brand's downward spiral: "For more than a decade United Brands has looked about as appealing to investors as a black banana. The debt-ridden successor to the old United Fruit Co. had cumulative profits of only $97 million from 1974 through 1982. In fiscal 1983 … it lost $167 million on revenues of $2.4 billion." Another Fortune writer called the ailing company "a case study in corporate calamity."

TAKEOVER BY CARL LINDNER IN
1984

Carefully watching these developments was board member and American Financial Corporation founder Carl H. Lindner. Since 1973 Lindner had been amassing stock in United Brands. Beginning in 1982 he accelerated his purchases and prepared to overtake the company two years later by buying out the company's principal shareholders: Max Fisher and the Milsteins. With 87 percent control of the company, Lindner named himself the new chief executive officer. He quickly moved the company away from large diversified operations and toward a narrower focus on stable profits. He and the four new directors he elected doubled United Brand's cash flow between 1985 and 1988. Lindner streamlined the company's operations by selling some of its extraneous operations (i.e., soft drinks, animal feeds, domestic lettuce, and telecommunications) and lowered its overhead by moving the headquarters from New York to Cincinnati in 1988. Most importantly, under Lindner the company succeeded in recapturing from Dole its position as the number one marketer of bananas worldwide.

In 1988 Lindner, after beginning to reduce his stake in the company, quieted rumors that he was planning to either take the company private or sell it. A health-conscious American public, new ad campaigns, and Lindner's financial savvy had all served to revive Chiquita and there was little reason to be suspicious of the company's future. In 1990 the company changed its name to Chiquita Brands International, Inc., and ushered in a new age of aggressive, food-related business acquisitions. The Chiquita label began to appear on a wide variety of fruits, including kiwis, melons, and pineapples; fresh produce, though limited to 45 percent of the company's sales, was contributing some 90 percent to operating profits.

With the new age, however, came new problems. A 1990 rebellion by Honduran growers pointed out the fact that Chiquita was offering a full 30 percent less for its banana shipments than British competitor Fyffes. Although an agreement between Chiquita and its growers, securing such prices, remained in effect until 1992, it did little to assuage flaring tempers or halt strikes by underpaid workers. Given Chiquita's reliance on independent suppliers for 50 percent of its banana production, maintaining good trade relations had become and would continue to be a primary concern for the company.

Most of Chiquita's profits during the period, from earnings and from public offerings, were funneled into enormous capital expenditures on land and equipment. In 1990 such investment totaled $282 million; in 1991, $400 million. Chiquita also remained acquisition hungry and in October 1990 acquired Frupac International Corporation, a Philadelphia-based importer, packer, and exporter of fresh fruit primarily grown in Chile. In late 1991 Chiquita combined its North American tropical diversified fruit sales operation with Frupac to form the new Chiquita Frupac Inc. subsidiary.

1992: BEGINNING OF DIFFICULT
PERIOD

After eight years of solid performance, however, the company faltered in 1992, reporting a $284 million net loss. This loss compared to record earnings during the previous year of $128.5 million. Poor banana quality (due to El Niño and outbreaks of banana disease), a sluggish European market, and increased domestic competition among meatpackers were all cited as contributing factors. Profits were also affected by the company's heavy debt load and the resulting hefty interest expenses. Late in 1992 Chiquita embarked on a cost-cutting program that involved consolidation of operations, asset disposals, and workforce reductions and that resulted in a restructuring and reorganization charge of $61.3 million. At the same time, the company decided to divest its troubled meat division. In 1994 the division's specialty meat operations were sold for $53 million, and the remainder of the meat division was sold in December 1995 to Smithfield Foods, Inc., for $60 million. Chiquita also made other divestitures in 1995, including the sale of older ships and the Costa Rican operations of the company's Numar edible oils group, the closing of part of Chiquita's juice operations, and the reconfiguration of banana production assets. Proceeds of $217 million were realized from these moves.

Nonetheless, the company continued to lose money into the late 1990s, with the exception of the modest $9.2 million in net income posted in 1995. Chiquita was affected severely by trade barriers erected by the European Union (EU) in 1993. The EU enacted quotas on bananas that favored the former island colonies of European countries to the detriment of bananas originating in Central and South America, the source for most of Chiquita's bananas. The company, which previously held 40 percent of the European banana market, saw its sales in Europe cut in half. Bananas turned away from Europe then flooded the U.S. market, driving prices down and delivering another blow to Chiquita's earnings. Company sales declined from $2.72 billion in 1992 to $2.44 billion in 1996.

Chiquita, meanwhile, incurred a public relations black eye in February 1996 when it evicted 100 families of banana workers in Honduras from their homes on a banana plantation that the company was closing down because it said the land was no longer productive; the company also razed the families' homes. A Honduran human rights commission and the Catholic Church both denounced these actions as violations of Honduran law, but Chiquita maintained that it had acted legally and with justification.

The EU banana quotas were eventually protested by the governments of the United States, Ecuador, Guatemala, Honduras, Costa Rica, Colombia, and Mexico, who brought the issue before the World Trade Organization (WTO). Although the WTO ruled in favor of Chiquita in the spring of 1997, the transatlantic "banana war" continued after the EU refused to lift the quotas. The WTO allowed the U.S. government to retaliate by imposing punitive duties on a wide variety of European goods in April 1999.

Meanwhile, from 1997 to 1999, Chiquita acquired a string of vegetable canning operations, including Owatonna Canning, American Fine Foods, Inc., Stokely USA, Inc., and certain assets of Agripac, Inc. Other than a small profit recorded in 1997, Chiquita operated in the red throughout this period. A $74 million special loss was incurred in 1998 after Hurricane Mitch destroyed the company's banana plantations in Honduras and Guatemala.

In 2000 Chiquita Brands' financial situation worsened as it lost $94.8 million on sales of $2.25 billion. Consistently low prices for bananas and the EU quotas continued to hamper the company. By this time, Chiquita was estimating that it had suffered $1.3 billion in lost sales because of the quotas. In April 2001 the United States and the EU reached an agreement to end the lengthy banana trade war. The EU agreed to a transition period of modified quotas and tariffs to last until 2006. At that point, all quotas were to end.

This agreement, however, came too late to keep Chiquita Brands out of bankruptcy. Deep in debt and its stock price having plunged to less than $1 per share, the company filed a prepackaged reorganization plan under Chapter 11 bankruptcy protection in November 2001. The following March Chiquita emerged from bankruptcy after bondholders agreed to exchange $700 million in debt obligations for 95 percent of the company's new shares. The previous stockholders owned just 5 percent of the company, meaning that Lindner's grip on the company was lost. A new board of directors elected Cyrus F. Freidheim, Jr., chairman and CEO. Freidheim had been vice-chairman of the Chicago-based consulting firm Booz Allen & Hamilton.

POST-RESTRUCTURING PERIOD

In the immediate post-restructuring period, Chiquita Brands concentrated on further shoring up its financial condition through cost-cutting, debt reduction, and divestment of some assets. In 2002 the company sold two U.S. produce distribution companies as well as five of the cargo ships in its fleet. In May of the following year, Chiquita sold Chiquita Processed Foods, its canning operations, to Seneca Foods Corporation for $123 million in cash and stock, plus the assumption of $61 million in debt. Also in 2003, the company acquired Atlanta AG, the primary distributor of Chiquita products in Germany and Austria. As it focused further on its core fresh produce business, the company elected in the fall of 2003 to launch a line of packaged, fresh-cut fruit products bearing the Chiquita brand. Designed to meet the demands of consumers increasingly seeking more convenience in their food options, the line initially included watermelon, pineapple, cantaloupe, honeydew, strawberries, and grapes offered in sizes ranging from single servings to party platters. Financial results for 2003 were positive: $99.2 million in net income on revenues of $2.61 billion. The revenue figure was about $1 billion higher than that of 2002, a jump largely attributed to the acquisition of Atlanta AG.

During this period, Chiquita took further steps to rehabilitate its image on the corporate social responsibility front. The company issued its first corporate responsibility report in June 2001 and was also working closely with the nongovernmental organization Rainforest Alliance to certify the environmental standards not only on its own plantations but also on those owned by independent growers from which Chiquita purchased bananas. By 2003 all of the company-owned properties had been so certified, along with 75 percent of the independent farms.

In a signal that the company was transitioning from restructuring to growth, Freidheim retired from his positions as CEO and chairman in the early months of 2004. Succeeding him in both cases was Fernando Aguirre, a 23-year veteran of the Procter & Gamble Company (P&G). During his long P&G career, Aguirre had stints in charge of P&G Brazil and P&G Mexico and was at one time vice-president of the company's snacks and food products operations. At Chiquita, Aguirre intended to impart a sharper focus on consumer needs. On his hiring, he called Chiquita "a great brand that has been undersupported and underutilized."

In one of his first actions, however, Aguirre moved quickly to blunt the impact of another potentially embarrassing episode in the company's long history in Latin America. In May 2004 Chiquita revealed that its subsidiary in Colombia had been forced to pay "protection" money to Colombian groups that the U.S. government had declared to be terrorist organizations. Just one month later, Chiquita sold its Colombian operations at a loss to C.I. Banacol S.A., a major Colombian banana producer and exporter, in a $51.5 million deal. Chiquita intended, however, to continue buying bananas from Colombia through Banacol.

In what Aguirre called "the most important strategic move Chiquita has made in decades," the company acquired Salinas, California-based Fresh Express from Performance Food Group in June 2005 for $855 million in cash. Fresh Express, which had annual revenues of $1 billion, controlled about 40 percent of the retail market for packaged salads in the United States and also sold its salads to foodservice customers such as McDonald's, KFC, and Pizza Hut. In addition to its position as the number one seller of prepared salads in the country, Fresh Express also sold precut fruit in supermarkets and to restaurants. This latter operation significantly bolstered Chiquita's nascent fresh-cut fruit business. While the Fresh Express precut fruit line was soon rebranded under the Chiquita name, the salads continued to carry the Fresh Express brand. The acquisition fit in with Chiquita's drive to sell more higher-margin, "value-added" products, while also lessening the company's dependence on its banana business. It also provided the firm with greater geographic balance by boosting U.S. sales and making Chiquita less reliant on sales in Europe.

The Fresh Express purchase helped boost Chiquita's 2005 revenues to a record $3.9 billion, while net income jumped 138 percent to $131 million. The company got off to a rough start the following year, however, in part because of higher fuel costs and ongoing fruit shortages resulting from damage wrought in late 2005 by Hurricane Stan and Tropical Storm Gamma. Also hurting Chiquita were new rules governing banana imports implemented in January 2006 by the European Union. Although the EU eliminated the contested quotas, it increased tariffs on bananas imported from Latin America. Chiquita estimated that the new rules amounted to a $110 million increase in its annual tariff costs. While dealing with this new challenge, Chiquita also pursued further growth initiatives. In February 2006, for example, the company reached an agreement calling for Core-Mark International to begin distributing Chiquita bananas to convenience stores throughout the United States, with an eventual goal of reaching 5,000 such retail locations.

Jay P. Pederson

Updated, David E. Salamie

PRINCIPAL SUBSIDIARIES

Chiquita Brands L.L.C.; Chiquita Banana Company B.V. (Netherlands); Hameico Fruit Trade GmbH (Germany); Chiquita Italia, S.p.A. (Italy); Chiquita Compagnie des Bananes (France); Chiquita Fresh North America L.L.C.; Chiquita Fresh Cut, L.L.C.; Chiquita International Trading Company; Exportadora Chiquita Chile Limitada; Servicios Chiquita Chile Limitada; Compania Bananera Atlantica Limitada (Costa Rica); Compania Bananera Guatemalteca Independiente, S.A. (Guatemala); Great White Fleet Ltd. (Bermuda); Chiriqui Land Company; Compania Agricola del Guayas; Compania Mundimar, S.A. (Costa Rica); Fresh International Corp.; Fresh Express Incorporated.