<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 1998
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OF 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-16130
NORTHLAND CRANBERRIES, INC.
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(Exact name of registrant as specified in its charter)
Wisconsin 39-1583759
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
800 First Avenue South
P.O. Box 8020
Wisconsin Rapids, Wisconsin 54495-8020
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(Address of principal executive offices)
Registrant's telephone number, including area code (715)-424-4444
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Former name, former address and former fiscal year, if changed since last
report.
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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15 (d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No
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APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of the latest
practicable date:
Class A Common Stock June 30, 1998 18,233,498
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Class B Common Stock June 30, 1998 636,202
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<PAGE>
NORTHLAND CRANBERRIES, INC.
FORM 10-Q INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION Page
<S> <C> <C>
Item 1. Financial Statements
Condensed Consolidated Balance Sheets. . . . . . . . . . . 3
Condensed Consolidated Statements of Operations. . . . . . 4-5
Condensed Consolidated Statements of Cash Flow . . . . . . 6
Notes to Condensed Consolidated
Financial Statements . . . . . . . . . . . . . . . . . . 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . . 8-11
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds. . . . . . . . . 12
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . 12
SIGNATURE. . . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NORTHLAND CRANBERRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
ASSETS
<TABLE>
<CAPTION>
(Unaudited)
May 31, August 31,
1998 1997
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<S> <C> <C>
Current assets:
Cash and cash equivalents $ 242 $ 231
Accounts and notes receivable 10,789 6,996
Investments 0 1,260
Inventories 41,232 26,454
Other 2,304 1,715
Deferred income taxes 3,035 3,035
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Total current assets 57,602 39,691
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Property and equipment - at cost 167,293 161,865
Less accumulated depreciation 28,069 23,592
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Net property and equipment 139,224 138,273
Leasehold interests, net 921 1,039
Other 2,229 1,929
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Total assets $ 199,976 $ 180,932
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 4,576 $ 3,806
Accrued liabilities 5,371 4,092
Current portion of long-term obligations 3,844 3,647
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Total current liabilities 13,791 11,545
Long-term obligations 100,400 83,130
Deferred income taxes 9,812 9,446
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Total liabilities 124,003 104,121
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Shareholders' equity:
Common stock - Class A 132 132
Common stock - Class B 6 6
Additional paid-in capital 68,092 67,889
Retained earnings 7,743 8,784
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Total shareholders' equity 75,973 76,811
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Total liabilities and shareholders' equity $ 199,976 $ 180,932
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</TABLE>
See accompanying notes to condensed consolidated financial statements
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<PAGE>
NORTHLAND CRANBERRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
For the 3 months
ended May 31,
1998 1997
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<S> <C> <C>
Revenues $26,418 $10,377
Cost of sales 14,695 5,060
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Gross profit 11,723 5,317
Costs and expenses:
Selling, general and administrative 9,086 3,676
Interest 1,962 1,247
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Total costs and expenses 11,048 4,923
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Income before income taxes 675 394
Income taxes 276 169
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Net income $ 399 $ 225
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------- -------
Basic income per share $ 0.03 $ 0.02
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------- -------
Duluted income per share $ 0.03 $ 0.02
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</TABLE>
See accompanying notes to condensed consolidated financial statements
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<PAGE>
NORTHLAND CRANBERRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
For the 9 months
ended May 31,
1998 1997
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<S> <C> <C>
Revenues $75,145 $34,810
Cost of sales 40,712 16,233
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Gross profit 34,433 18,577
Costs and expenses:
Selling, general and administrative 28,062 10,010
Interest 5,303 3,156
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Total costs and expenses 33,365 13,166
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Income before income taxes 1,068 5,411
Income taxes 452 2,157
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Net income $ 616 $ 3,254
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Basic income per share $ 0.04 $ 0.24
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Diluted income per share $ 0.04 $ 0.23
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</TABLE>
See accompanying notes to condensed consolidated financial statements
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<PAGE>
NORTHLAND CRANBERRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
For the 9 months
ended May 31,
1998 1997
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<S> <C> <C>
Cash flows from operating activities:
Net income $ 616 $ 3,254
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 4,788 3,792
Changes in assets and liabilities:
Receivables and other current assets (3,122) (6,542)
Inventories (14,778) (9,373)
Accounts payable and accrued liabilities 2,107 (1,496)
Deferred income taxes 452 1,631
-------- --------
Net cash provided by
operating activities (9,937) (8,734)
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Investing activities:
Acquisitions of cranberry operations -- (7,025)
Property and equipment additions, net (5,430) (6,603)
Investments -- 1,202
Other (318) (810)
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Net cash used for investing
activities (5,748) (13,236)
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Financing activities:
Increase (decrease) in debt 17,467 22,734
Dividends paid (1,657) (1,639)
Exercise of stock options 59 985
Other (173) (190)
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Net cash provided by financing
activities 15,696 21,890
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Net increase (decrease) in cash and
cash equivalents 11 (80)
Cash and cash equivalents:
Beginning of period 231 266
-------- --------
End of period $ 242 $ 186
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Supplemental disclosures of cash flow information:
Cash paid for:
Interest (net of amount capitalized) $ 4,855 $ 2,698
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</TABLE>
See accompanying notes to condensed consolidated financial statements
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<PAGE>
NORTHLAND CRANBERRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 BASIS OF PRESENTATION
The condensed consolidated financial statements included herein have been
prepared by the Company without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. In the opinion of the Company, the
foregoing statements contain all adjustments necessary to present fairly the
financial position of the Company as of May 31, 1998, and its results of
operations and cash flows for the three- and nine-month periods ended May 31,
1998 and 1997, respectively. The Company's consolidated balance sheet as of
August 31, 1997 included herein has been taken from the Company's audited
financial statements of that date included in the Company's latest annual
report.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted pursuant to such rules and regulations, although the Company
believes that the disclosures are adequate to make the information presented not
misleading. It is suggested that these condensed financial statements can be
read in conjunction with the financial statements and the notes thereto included
in the Company's latest annual report.
The Company periodically reviews long-lived assets to assess recoverability
and impairments will be recognized in operating results if a permanent
diminution in value were to occur.
NOTE 2 SUBSEQUENT EVENTS
On June 30, 1998, the Company closed its public offering and sale of
5,000,000 Class A common shares and received net proceeds of approximately
$65.3 million. The Company used $35.4 million of such proceeds and 136,986
Class A common shares to acquire Minot Food Packers, Inc., on July 1, 1998.
The remaining $29.9 million from the sale of common stock was used to reduce
then outstanding amounts under the Company's revolving credit facility.
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<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Total revenues for the three months ended May 31, 1998 were $26.4 million,
a 155% increase over revenues of $10.4 million in the prior year's third
quarter. Revenues for the nine-month period ended May 31, 1998 increased 116%
to $75.1 million from $34.8 million during the same period in fiscal 1997. The
increased fiscal 1998 revenues for both periods were due to increased sales of
NORTHLAND brand 100% juice products. Trade industry data for the 12-week period
ended May 24, 1998 indicated NORTHLAND juice products achieved distribution
penetration into approximately 81% of the nation's 30,000 supermarkets and a
13.4% market share of supermarket bottled shelf-stable cranberry beverage dollar
sales on a national basis, up from a 12.7% market share for the previous 12-week
period ended March 1, 1998. The Company believes its increased branded juice
sales and resulting increased market share were primarily due to its aggressive
branded product marketing campaign during the first nine months of fiscal 1998.
The Company plans to continue to aggressively market its branded juice products
throughout the remainder of the fiscal year in support of building a long-term
strong presence in the branded juice market. The Company has experienced
intense competition in its efforts to expand its presence in the private label
juice market and in its efforts to sell concentrate and bulk frozen fruit.
Sales of these products in the first nine months of 1998 were substantially
below initially budgeted expectations principally as a result of intense price
competition.
On July 1, 1998, during the Company's fiscal fourth quarter, the Company
acquired Minot Food Packers, Inc. ("Minot"). Minot, located in Bridgeton,
New Jersey, is a major producer and bottler of private label cranberry and
other fruit drink products. The Minot acquisition is expected to
significantly expand the Company's current limited presence in the private
lable juice market. For its fiscal year ended June 30, 1997, Minot reported
net sales of $41.4 million. The Company believes that consummation of the
Minot acquisition will help to better balance the Company's product mix
between branded and private label sales and reduce the impact on the
Company's results of operations resulting from adverse market conditions for
the sale of cranberry concentrate and other industrial cranberry products.
The Company also believes the Minot acquisition should further enhance the
Company's potential to recognize additional branded product sales through the
creation of a larger product offering, thus enabling the Comapny to offer
more category management opportunities to its retail customers.
Cost of sales for the third quarter of fiscal 1998 was $14.7 million
compared to $5.1 million for the third quarter of fiscal 1997, resulting in
gross margins of 44.4% and 51.2% in each respective period. Cost of sales for
the nine-month period ended May 31, 1998 was $40.7 million compared to $16.2
million in the fiscal 1997 period, with gross margins of 45.8% and 53.4%,
respectively. The decrease in gross margin for both fiscal 1998 periods was
primarily due to the Company's changing product mix and reduced pricing for
cranberry concentrate. A majority of revenues to date in fiscal 1998 was
generated by the Company's branded juice sales, compared to fiscal 1997 revenues
which were more heavily weighted toward higher margin fresh fruit and
concentrate sales at substantially higher pricing levels. The Company's gross
margins during the remainder of fiscal 1998 will be dependent upon its product
mix and then existing market conditions.
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<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONT.)
Selling, general and administrative expenses were $9.1 million, or 34.4% of
total revenues, for the three-month period ended May 31, 1998 compared to $3.7
million, or 35.4% of total revenues, in the prior year's third fiscal quarter.
Selling, general and administrative expenses were $28.1 million, or 37.3% of
total revenues, for the nine-month period ended May 31, 1998, compared to $10.0
million, or 28.8% of total revenues, during the same period in the prior fiscal
year. This planned increase in selling, general and administrative expenses was
primarily attributable to the Company's ongoing aggressive marketing campaign to
support the development and growth of its NORTHLAND brand 100% juice products.
Interest expense was $2.0 million and $5.3 million for the three- and
nine-month periods ended May 31, 1998, respectively, compared to $1.2 million
and $3.2 million, respectively, during the same periods in fiscal 1997. The
increase in interest expense was due to increased debt levels, which resulted
from funding increasing levels of inventory and accounts receivable to support
the Company's growing consumer cranberry product business, as well as funding
marsh acquisitions and seasonal operating activities. The Company expects its
interest to be reduced in the fourth quarter of fiscal 1998 as a result of the
reduction of its outstanding borrowings under its revolving credit facility from
application of a portion of the proceeds from its common stock offering, closed
on June 30, 1998.
Consistent with the Company's expectations given its aggressive promotional
activity in support of the growth of its branded juice products, net income and
per share earnings for the three- and nine-month periods ended May 31, 1998 were
$399,000, or $0.03 per share, and $616,000, or $0.04 per share, respectively.
For the same periods in fiscal 1997 net income and per share earnings were
$225,000, or $0.02 per share and $3.3 million, or $0.23 per share, respectively.
FINANCIAL CONDITION
Net cash used for operating activities in the first nine months of
fiscal 1998 was $9.9 million compared to $8.7 million used for operating
activities in the first nine months of fiscal 1997. Since a total of $12.3
million was used for operating activities in the first six months of fiscal
1998, cash provided by operating activities in the third quarter of fiscal
1998 was $2.4 million. The positive operating cash flow in the third quarter
was principally due to the collection of institutional cranberry sales
receivables and increased net income for the quarter compared to the prior
year's comparable quarter. Net cash used for operating activities during the
first nine months of fiscal 1998 consisted primarily of funding working
capital to support the Company's growing juice business and the continuing
evolving nature of the Company's business into a consumer products company.
In the first nine months of fiscal 1998, accounts receivable increased $3.1
million for August 31, 1997 primarily due to increased branded juice sales.
During the same period, inventory increased $14.8 million for August 31, 1997
due to the purchase of 104,000 barrels of fruit from other independent
cranberry growers and increased raw materials and finished goods inventories
necessary to support the Company's increasing branded juice sales. Accounts
payable and accrued liabilities increased $2.1 million in the first nine
months of fiscal 1998 primarily due to purchases of raw materials inventory
and other expenses in support of the Company's growing branded product sales.
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<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONT.)
Net cash used for investing activities decreased during the nine-month
period ended May 31, 1998 to $5.7 million from $13.2 million during the same
period in the prior fiscal year. The decrease was principally the result of
reduced property and equipment additions. Fiscal 1998 property and equipment
additions were $5.4 million compared to total property and equipment
additions of $13.6 million in the first nine months of the prior year.
Fiscal 1997 property and equipment additions included $7.0 million for the
acquisition of two cranberry properties.
Net cash provided by financing activities in the nine-month period ended
May 31, 1998 was $15.7 million, compared to $21.9 million during the same
period in the prior fiscal year. The Company's debt increased $17.5 million
during the first nine months of fiscal 1998 from August 31, 1997 primarily
due to the $15.7 million increase in seasonal and growth working capital and
$5.4 million expended for property and equipment additions. Working capital
was $43.8 million at May 31, 1998 compared to working capital of $28.1
million at August 31, 1997. The Company's total debt (including current
portion) was $104.2 million at May 31, 1998 for a total debt-to-equity ratio
of 1.37 to 1. The Company closed its public offering and sale of 5,000,000
Class A common shares on June 30, 1998 and received net proceeds of
approximately $65.3 million. The Company used $35.4 million of such proceeds
and 136,986 Class A common shares to acquire Minot on July 1, 1998. The
remaining net proceeds of $29.9 million from the sale of common stock were
used to reduce then outstanding amounts under the Company's revolving credit
facility with a syndicate of regional banks.
Assuming the 5,000,000 share stock sale and the Minot acquisition had
been completed on May 31, 1998, stated on a pro forma basis, total debt would
have decreased from $104.2 million to $74.3 million and total equity would
have increased from $76.0 million to $143.3 million, resulting in a decrease
in the Company's debt-to-equity ratio from 1.37 to 1 to 0.52 to 1. As of May
31, 1998, the principal amount outstanding under the Company's $75 million
revolving credit facility was $68.1 million. However, with the pro forma
application of the $29.9 million in stock sale proceeds, the revolving credit
facility balance would have been reduced to $38.2 million, making an
additional $36.8 million available under the Company's credit facility.
Depending upon the future sales levels and relative sales mix of the
Company's products during the fourth quarter of fiscal 1998, the Company does
not believe that its borrowing availability under its working capital
requirements will materially increase during the fourth quarter. However,
the Company believes that its $75.0 million revolving credit facility
together with cash generated from operations, will be sufficient to fund any
such materially increased working capital requirements as well as the
Company's ongoing operational needs during the fourth quarter.
The Company has assessed and continues to assess the impact of the Year
2000 issue on its operations. Based on such assessment, the Company believes
that its computer systems and programs are currently Year 2000 compliant in all
material respects. However, there can be no assurance that the Company's
customers, suppliers, co-packers and brokers will all be Year 2000 compliant or
that the Company's operations will not be adversely affected if they are not
compliant.
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<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONT.)
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain matters discussed in this Management's Discussion and Analysis
of Financial Condition and Results of Operations are "forward-looking
statements" intended to qualify for the safe harbors from liability
established by the Private Securities Litigation Reform Act of 1995.
These forward-looking statements can generally be identified as such
because the context of the statement will include such words as the
Company "believes," "anticipates," "expects," or words of similar
import. Similarly, statements that describe the company's future plans,
objectives or goals are also forward-looking statements. Such
forward-looking statements are subject to certain risks and
uncertainties which are described in the Company's Registration
Statement (No. 333-53173) dated as of May 20, 1998 or in close proximity
to such statements and which could cause actual results to differ
materially from those currently anticipated. Shareholders, potential
investors and other readers are urged to consider these factors
carefully in evaluating the forward-looking statements and are cautioned
not to place undo reliance on such forward-looking statements. The
forward-looking statements made herein are only made as of the date of
this Form 10-Q and the Company undertakes no obligation to publicly
update such forward-looking statements to reflect subsequent events or
circumstances.
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<PAGE>
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
c. Pursuant to the terms of an Asset Purchase Agreement, dated as of May
20, 1998, by and among the Company, Michael A. Morello and Minot, a
subsidiary of the Company purchased the assets of Minot on July 1, 1998
(during the Company's fiscal fourth quarter) for $35.375 million in
cash, 136,986 unregistered shares of the Company's Class A Common Stock,
and the assumption by the Company of certain liabilities of Minot. The
Class A Common Stock was issued in the purchase of Minot by the Company
in reliance on the exemption from registration contained in Section 4(2)
of the Securities Act of 1933, as amended.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
Exhibit 27 - Financial Data Schedule
b. Form 8-K
No reports on Form 8-K were filed by the Company during the quarterly
period to which this Form 10-Q relates.
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<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned Chief
Financial Officer thereunto duly authorized.
NORTHLAND CRANBERRIES, INC.
DATE: July 15, 1998 By: /s/ John Pazurek
-----------------------------
John Pazurek
Chief Financial Officer
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description
27 Financial Data Schedule
- 14 -
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF NORTHLAND CRANBERRIES, INC. AS OF
AND FOR THE 9 MONTHS ENDED MAY 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-START> SEP-01-1997
<PERIOD-END> MAY-31-1998
<CASH> 242
<SECURITIES> 0
<RECEIVABLES> 10,789
<ALLOWANCES> 0
<INVENTORY> 41,232
<CURRENT-ASSETS> 57,602
<PP&E> 167,293
<DEPRECIATION> 28,069
<TOTAL-ASSETS> 199,976
<CURRENT-LIABILITIES> 13,791
<BONDS> 100,400
0
0
<COMMON> 138
<OTHER-SE> 68,092
<TOTAL-LIABILITY-AND-EQUITY> 199,976
<SALES> 74,750
<TOTAL-REVENUES> 75,145
<CGS> 40,712
<TOTAL-COSTS> 28,062
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,303
<INCOME-PRETAX> 1,068
<INCOME-TAX> 452
<INCOME-CONTINUING> 616
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 616
<EPS-PRIMARY> 0.04
<EPS-DILUTED> 0.04
</TABLE>
