UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
-------------------------
Date of Report
(Date of earliest
event reported): March 8, 2000
Northland Cranberries, Inc.
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(Exact name of registrant as specified in its charter)
Wisconsin 0-16130 39-1583759
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
800 First Avenue South P.O. Box 8020 Wisconsin Rapids,
Wisconsin 54495-8020
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(Address of principal executive offices including zip code)
(715) 424-4444
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(Registrant's telephone number)
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The undersigned registrant hereby amends Item 7 of its Current Report
on Form 8-K dated March 8, 2000 to provide in its entirety as follows:
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
Not Applicable
(b) Pro Forma Financial Information
The following unaudited pro forma financial statement information of
the registrant is provided herein:
Pro Forma Condensed Consolidated Statement of Operations for the
Year Ended August 31, 1999
Pro Forma Condensed Consolidated Statement of Operations for the
Six Months Ended February 29, 2000
Pro Forma Condensed Consolidated Balance Sheet as of February 29,
2000
Notes to Pro Forma Condensed Consolidated Financial Statements
1
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NORTHLAND CRANBERRIES, INC.
UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL INFORMATION
On March 8, 2000, Northland Cranberries, Inc. (the "Company")
consummated the previously announced sale of its private label juice business to
Cliffstar Corporation ("Cliffstar"), based in Dunkirk, New York. The private
label juice business assets sold by the Company consisted primarily of finished
goods and work-in-process inventories, raw materials inventories consisting of
labels and ingredients that relate to customers of the private label juice
business (other than cranberry juice and cranberry juice concentrates), certain
trademarks and goodwill, contracts relating to the purchase of raw materials
inventory and the sale of products, and 135,000 gallons of cranberry juice
concentrate. No plants or equipment were included in the sale. Cliffstar also
assumed certain obligations under purchased contracts. In connection with the
sale, the Company received from Cliffstar an unsecured, subordinated promissory
note for $28 million which will be amortized over six years and bears interest
at a rate of 10% per annum, as well as approximately $6.3 million in cash
(subject to potential post-closing adjustments) related to inventory transferred
to Cliffstar on the closing date.
Additionally, the Agreement provides that Cliffstar will make certain
annual earn-out payments to the Company for a period of six years from the
closing date based generally on operating profit from Cliffstar's sale of
cranberry juice, cranberry juice cocktail and drinks, blended cranberry juice
and blended cranberry juice cocktail and drinks. The Company may also receive
additional amounts related to inventory following completion of a transition
period and final inventory adjustments, as well as approximately $3.5 million in
installment payments over the remainder of the year 2000 for cranberry
concentrate sold to Cliffstar. The Company and Cliffstar also entered into
certain ancillary agreements, including among them a CoPacking Agreement
pursuant to which the Company agreed to pack specified quantities of Cliffstar
juice products during each year of the period in which Cliffstar is making
earn-out payments to the Company.
The unaudited pro forma condensed consolidated balance sheet reflects
the historical financial position of the Company, with pro forma adjustments as
if the sale had occurred on February 29, 2000. The unaudited pro forma condensed
consolidated statements of operations reflect the historical results of
operations of the Company for the fiscal year ended August 31, 1999 and the six
months ended February 29, 2000. The unaudited pro forma condensed consolidated
statements of operations reflect the sale as if it had occurred as of the
beginning of the respective periods. The pro forma adjustments are described in
the accompanying notes and give effect to events that are (a) directly
attributable to the sale, (b) factually supportable and (c) in the case of
certain adjustments reflected in the statements of operations, expected to have
a continuing impact.
The unaudited pro forma condensed consolidated financial statements
should be read in connection with the Company's Annual Report on Form 10-K for
the fiscal year ended August 31, 1999 and Quarterly Report on Form 10-Q for the
quarter ended February 29, 2000.
The unaudited condensed consolidated pro forma financial information
presented is for informational purposes only and does not purport to represent
what the Company's financial position or results of operations as of the dates
presented would have been had the sale in fact occurred on such date or at the
beginning of the periods indicted or to project the Company's financial position
or results of operations for any future date or period.
2
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NORTHLAND CRANBERRIES, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED AUGUST 31, 1999
(DOLLARS IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS, UNAUDITED)
Northland Northland
Cranberries, Inc. Pro Forma Cranberries, Inc.
(Historical) Adjustments Pro Forma
----------------- ----------- -----------------
Revenues $ 236,841 $ (33,108) $ 203,733
Cost of sales 152,481 (20,923) 131,558
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Gross profit 84,360 (12,185) 72,175
Selling, general and
administrative expenses 66,597 (8,277) 58,320
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Income from operations 17,763 (3,908) 13,855
Interest expense 8,565 (923) 7,642
Interest income - (2,763) (2,763)
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Income before income taxes 9,198 (222) 8,976
Income taxes 3,618 (87) 3,531
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Net income $ 5,580 $ (135) $ 5,445
=========== =========== ===========
Net income per share:
Basic $ 0.28 $ (0.01) $ 0.27
=========== =========== ===========
Diluted $ 0.28 $ (0.01) $ 0.27
=========== =========== ===========
Shares used in computing
net income per share:
Basic 20,005,517 20,005,517 20,005,517
Diluted 20,206,512 20,206,512 20,206,512
See accompanying notes to the pro forma condensed consolidated
financial statements.
3
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NORTHLAND CRANBERRIES, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
SIX MONTHS ENDED FEBRUARY 29, 2000
(DOLLARS IN THOUSANDS EXCEPT SHARE AND PER SHARE
AMOUNTS, UNAUDITED)
Northland Northland
Cranberries, Inc. Pro Forma Cranberries, Inc.
(Historical) Adjustments Pro Forma
----------------- ----------- -----------------
Revenues $ 143,588 $ (19,692) $ 123,896
Cost of Sales 124,596 (16,129) 108,467
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Gross profit 18,992 (3,563) 15,429
Selling, general and
administrative expenses 46,547 (4,640) 41,907
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Income (loss)
from operations (27,555) 1,077 (26,478)
Interest expense 6,403 (386) 6,017
Interest income - (1,394) (1,394)
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Income (loss) before
income taxes (33,958) 2,857 (31,101)
Income taxes (benefit) (13,244) 1,120 (12,124)
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Net income (loss) $ (20,714) $ 1,737 $ (18,977)
=========== =========== ===========
Net income (loss)
per share:
Basic $ (1.02) $ 0.09 $ (0.93)
=========== =========== ===========
Diluted $ (1.02) $ 0.09 $ (0.93)
=========== =========== ===========
Shares used in
computing net income
(loss) per share:
Basic 20,398,641 20,398,641 20,398,641
Diluted 20,398,641 20,398,641 20,398,641
See accompanying notes to the pro forma condensed consolidated
financial statements.
4
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<TABLE>
NORTHLAND CRANBERRIES, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
FEBRUARY 29, 2000
(DOLLARS IN THOUSANDS EXCEPT SHARE AND PER SHARE
AMOUNTS, UNAUDITED)
<CAPTION>
Northland Northland
Cranberries, Inc. Pro Forma Cranberries, Inc.
(Historical) Adjustments Pro Forma
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ASSETS
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 62 $ 62
Accounts and notes receivable 28,772 $ 4,524 33,296
Inventories 107,150 (11,951) 95,199
Prepaid expenses 6,384 6,384
Deferred income taxes 2,313 (784) 1,529
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Total current assets 144,681 (8,211) 136,470
Property and equipment - at cost 212,276 212,276
Less accumulated depreciation 42,137 42,137
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Property and equipment, net 170,139 170,139
Trademarks, tradenames
and goodwill, net 40,073 (22,000) 18,073
Note receivable 27,000 27,000
Other assets 2,763 (318) 2,445
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Total assets $ 357,656 $ (3,529) $ 354,127
========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 33,887 $ 33,887
Accrued liabilities 12,307 $ 3,682 15,989
Current portion of long-term debt 2,540 2,540
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Total current liabilities 48,734 3,682 52,416
Long-term debt 170,495 (8,427) 162,068
Deferred income taxes - -
Shareholders' equity:
Common stock - Class A, $.01 par
value, 19,702,221 and 19,655,621
shares issued and outstanding,
respectively 197 197
Common stock - Class B, $.01 par
value, 636,202 shares issued and
outstanding 6 6
Additional paid-in capital 148,977 148,977
Retained earnings (accumulated deficit) (10,753) 1,216 (9,537)
--------- --------- ---------
Total shareholders' equity 138,427 1,216 139,643
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Total liabilities and
shareholders' equity $ 357,656 $ (3,529) $ 354,127
========= ========= =========
See accompanying notes to the pro forma condensed consolidated financial statements.
</TABLE>
5
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NOTES TO PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. The unaudited pro forma condensed consolidated balance sheet has been
prepared to reflect the sale by the Company of the finished good and raw
materials inventories and intangible assets comprising its private label
juice business. The pro forma adjustments as of February 29, 2000 reflect
the following:
(a) The receipt of a $28 million interest bearing note receivable (10.0%)
issued by the buyer as partial consideration for the business.
(b) The receipt of cash for the sale of private label finished goods
inventories, raw materials inventories, and cranberry concentrate.
(c) The reduction of long-term debt from the proceeds of the sale.
(d) The recognition of certain liabilities in connection with the sale and
the reduction in goodwill and certain other intangibles for the assets
sold.
2. The unaudited pro forma condensed consolidated statements of operations for
the year ended August 31, 1999 and the six months ended February 29, 2000
are based on the financial statements of the Company after giving effect to
the following pro forma adjustments:
(a) The reduction in revenue and cost of goods sold as a result of the
sale of the private label business and the replacement of revenues
under a co-packing agreement with the buyer.
(b) The reduction in selling expenses and administrative expenses as a
result of the sale.
(c) The reduction in amortization of goodwill and certain other
intangibles as a result of the sale.
(d) The reduction in interest expense resulting from the reduction in debt
from the proceeds of the sale at rates in effect during the respective
periods and the receipt of interest income from the $28 million note
receivable bearing a 10% interest rate.
(e) Provision for income tax expense (benefit) resulting from the pro
forma adjustments using statutory rates.
6
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(c) Exhibits.
The exhibits listed in the accompanying Exhibit Index are filed as
part of this amendment to the Current Report on Form 8-K.
7
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to the report to be signed on its
behalf by the undersigned hereunto duly authorized.
NORTHLAND CRANBERRIES, INC.
Date: May 22, 2000 By: /s/ John Swendrowski
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John Swendrowski
Chairman of the Board and
Chief Executive Officer
8
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NORTHLAND CRANBERRIES, INC.
EXHIBIT INDEX TO FORM 8-K/A
Report Dated March 8, 2000
Exhibit
No. Description
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(2.1) Asset Purchase Agreement, dated as of January 5, 2000, by and among
Northland Cranberries, Inc. and Cliffstar Corporation.* [Previously
filed with this Current Report on Form 8-K]
(2.2) First Amendment to Asset Purchase Agreement, dated as of March 8,
2000, by and among Northland Cranberries, Inc. and Cliffstar
Corporation. [Previously filed with this Current Report on Form 8-K]
- --------------------------
* The schedules and exhibits to this document are not being filed herewith.
The registrant agrees to furnish supplementally a copy of any such schedule
or exhibit to the Securities and Exchange Commission upon request.
