-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LFbSpq3gYxE8mGBjMMZ6Zrh6UtKupGPxCo7r4CTWLp2ImYFkm9q0RVySswSXJYRe V5OqJgAeUmlQsiQqpE7PUQ== 0000897069-00-000009.txt : 20000202 0000897069-00-000009.hdr.sgml : 20000202 ACCESSION NUMBER: 0000897069-00-000009 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19991130 FILED AS OF DATE: 20000114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHLAND CRANBERRIES INC /WI/ CENTRAL INDEX KEY: 0000818010 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 391583759 STATE OF INCORPORATION: WI FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-16130 FILM NUMBER: 507919 BUSINESS ADDRESS: STREET 1: 800 FIRST AVE SO STREET 2: P O BOX 8020 CITY: WISCONSIN RAPIDS STATE: WI ZIP: 54494 BUSINESS PHONE: 7154244444 10-Q 1 FORM 10-Q 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 November 30, 1999 --------------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to _________ Commission file number 0-16130 ------- NORTHLAND CRANBERRIES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Wisconsin 39-1583759 - -------------------------------------------------------------------------------- (State or other jurisdiction (I.R.S. Employer of Incorporation or organization) Identification No.) 800 First Avenue South P.O. Box 8020 Wisconsin Rapids, Wisconsin 54495-8020 - -------------------------------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code (715)-424-4444 --------------- - -------------------------------------------------------------------------------- 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 _____ 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 _____ 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 January 12, 2000 19,702,221 - -------------------------------------------------------------------------------- Class B Common Stock January 12, 2000 636,202 - -------------------------------------------------------------------------------- NORTHLAND CRANBERRIES, INC. FORM 10-Q INDEX PART I. FINANCIAL INFORMATION Page Item 1. Financial Statements Condensed Consolidated Balance Sheets..........................3 Condensed Consolidated Statements of Income....................4 Condensed Consolidated Statements of Cash Flows................5 Notes to Condensed Consolidated Financial Statements....................................6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..................7-11 Item 3. Quantitative and Qualitative Disclosure About Market Risk.....11 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K..............................12 SIGNATURE.....................................................13 - 2 - PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS - -------------------------------- NORTHLAND CRANBERRIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS) ASSETS (Unaudited) November 30, August 31, 1999 1999 ------------ ---------- Current assets: Cash and cash equivalents $ 801 $ 769 Accounts and notes receivable 37,018 35,453 Inventories 124,843 97,060 Prepaid expenses 6,141 3,870 Deferred income taxes 4,332 4,332 ---------- ---------- Total current assets 173,135 141,484 Property and equipment - at cost 209,847 207,071 Less accumulated depreciation 39,846 37,651 ---------- ---------- Property and equipment, net 170,001 169,420 Trademarks, tradenames and goodwill, net 40,813 41,074 Other assets 2,786 2,943 ---------- ---------- Total assets $ 386,735 $ 354,921 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 24,257 $ 18,637 Accrued liabilities 21,203 9,925 Current portion of long-term debt 2,354 2,354 ---------- ---------- Total current liabilities 47,814 30,916 Long-term debt 162,794 147,797 Deferred income taxes 15,853 15,655 Shareholders' equity: Common stock - Class A, $.01 par value, 19,702,221 and 19,655,621 shares issued and outstanding, respectively 197 196 Common stock - Class B, $.01 par value, 636,202 shares issued and outstanding 6 6 Additional paid-in capital 148,977 148,769 Retained earnings 11,094 11,582 ---------- ---------- Total shareholders' equity 160,274 160,553 ---------- ---------- Total liabilities and shareholders' equity $ 386,735 $ 354,921 ========== ========== See accompanying notes to condensed consolidated financial statements. - 3 - NORTHLAND CRANBERRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS) (Unaudited) For the three months ended November 30, 1999 1998 ---------- ---------- Revenues $ 74,967 $ 34,236 Cost of sales 51,555 20,357 ---------- ---------- Gross profit 23,412 13,879 Costs and expenses: Selling, general and administrative 19,948 12,364 Interest 2,911 1,303 ---------- ---------- Total costs and expenses 22,859 13,667 ---------- ---------- Income before income taxes 553 212 Income taxes 232 92 ---------- ---------- Net income $ 321 $ 120 ========== ========== Net Income Per Share: Basic $ 0.02 $ 0.01 ========== ========== Diluted $ 0.02 $ 0.01 ========== ========== See accompanying notes to condensed consolidated financial statements. - 4 - NORTHLAND CRANBERRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS) (Unaudited)
For the three months ended November 30, 1999 1998 -------------- -------------- Operating activities: Net income $ 321 $ 120 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization of property and equipment 2,196 1,889 Amortization of tradenames, trademarks and goodwill 361 102 Provision for deferred income taxes 198 84 Changes in assets and liabilities: Receivables, prepaid expenses and other current assets (3,836) 389 Inventories (27,783) (26,971) Accounts payable and accrued liabilities 16,898 13,252 -------------- -------------- Net cash used in operating activities (11,645) (11,135) Investing activities: Property and equipment purchases (2,777) (2,177) Net decrease (increase) in other assets 58 (303) -------------- -------------- Net cash used in investing activities (2,719) (2,480) Financing activities: Net increase in borrowings under revolving credit facilities 15,250 15,150 Payments on long-term debt (253) (784) Dividends paid (809) (787) Proceeds from exercise of stock options 208 214 -------------- -------------- Net cash provided by financing activities 14,396 13,793 Net increase in cash and cash equivalents 32 178 Cash and cash equivalents Beginning of period 769 633 -------------- -------------- End of period $ 801 $ 811 ============== ============== Supplemental disclosures of cash flow information: Cash paid for: Interest (net of amount capitalized) $ 2,440 $ 827 Income taxes, net $ 813 $ 405 See accompanying notes to condensed consolidated financial statements.
- 5 - 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 November 30, 1999, and its results of operations and cash flows for the three-month periods ended November 30, 1999 and 1998, respectively. The Company's consolidated balance sheet as of August 31, 1999 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 occurs. NOTE 2 SUBSEQUENT EVENTS - -------------------------- On January 5, 2000, we agreed to sell the inventory, raw materials, contracts and intangible assets comprising our shelf-stable private label juice business to Cliffstar Corporation. In consideration for these assets, Cliffstar will give us an unsecured promissory note for $28 million bearing interest at a rate of 7% per annum (subject to upward adjustment after three years), pay us approximately $4 million in cash at the closing for inventory transferred to Cliffstar, pay additional amounts pursuant to an earn out provision over a period of six years from the closing date (which will be a minimum total of $5 million), and assume certain contractual obligations. At closing, we will enter into a cranberry supply agreement, a cranberry sauce sales agreement and a co-packing agreement whereby we will process certain juice products for Cliffstar on a subcontract basis. Subsequent to the closing, we expect to receive approximately $2 million per quarter for the remainder of the fiscal year related to installment payments for additional inventories and payments on the unsecured note. Our private label juice business represented approximately $43 million of our $237 million in fiscal 1999 revenues. No plants or equipment are included in the sale. We intend to close the transaction in February, 2000 or as soon as possible after the satisfaction of certain regulatory requirements. - 6 - ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL - ---------------------------------------------------------- CONDITION AND RESULTS OF OPERATIONS ----------------------------------- GENERAL On January 5, 2000, we agreed to sell the inventory, raw materials, contracts and intangible assets comprising our shelf-stable private label juice business to Cliffstar Corporation. In consideration for these assets, Cliffstar will give us an unsecured promissory note for $28 million bearing interest at a rate of 7% per annum (subject to upward adjustment after three years), pay us approximately $4 million in cash at the closing for inventory transferred to Cliffstar, pay additional amounts pursuant to an earn out provision over a period of six years from the closing date (which will be a minimum total of $5 million), and assume certain contractual obligations. At closing, we will enter into a cranberry supply agreement, a cranberry sauce sales agreement and a co-packing agreement whereby we will process certain juice products for Cliffstar on a subcontract basis. Subsequent to the closing, we expect to receive approximately $2 million per quarter for the remainder of the fiscal year related to installment payments for additional inventories and payments on the unsecured note. Our private label juice business represented approximately $43 million of our $237 million in fiscal 1999 revenues. No plants or equipment are included in the sale. We intend to close the transaction in February, 2000 or as soon as possible after the satisfaction of certain regulatory requirements. On December 30, 1998, we acquired the juice division of Seneca Foods Corporation for approximately $28.7 million in cash, and assumed certain liabilities in connection with the acquisition. The assets acquired included an exclusive license to market and sell all Seneca brand fruit beverages, bottling and packaging facilities located in New York, North Carolina and Wisconsin, a distribution center in Michigan, and a receiving station in New York. The purchase price is subject to a final working capital adjustment that has not been finalized. RESULTS OF OPERATIONS Total revenues for the three months ended November 30, 1999 were $75.0 million, an increase of 119% over revenues of $34.2 million in the prior year's first quarter. Since the acquisition of the juice division of Seneca was not completed until the second quarter of fiscal 1999, this increase was primarily due to sales of Seneca juice products during the first quarter of the current year. Co-packing production, sales of private label products and sales of Northland branded products also contributed to the increased revenues. Trade industry data for the 12-week period ended November 7, 1999 showed that our Northland brand 100% juice products achieved a 10.9% market share of the supermarket shelf-stable cranberry beverage category on a national basis, down from a 12.2% market share for the 12-week period ended November 8, 1998. However, that decrease was offset by gains in market share as a result of the successful launch of our Seneca brand cranberry juice product line, resulting in a total combined market share of supermarket shelf-stable cranberry beverages for our Northland and Seneca branded product lines of 12.6% for the 12- - 7 - week period ended November 7, 1999. We expect that the sale of our private label business, if completed, will decrease the revenues we will realize in fiscal 2000 from the levels we could have expected had we not sold the private label business. Cost of sales for the first quarter of fiscal 2000 was $51.6 million compared to $20.4 million for the first quarter of fiscal 1999, resulting in gross margins of 31.2% and 40.5% in each respective period. The decrease in gross margins in fiscal 2000 was primarily due to our changing product mix. Fiscal 2000 revenues included a significant amount of lower margin private label sales and contract co-packing revenues compared to minimal private label sales and co-packing sales in fiscal 1999. Our gross margins during the remainder of fiscal 2000 will be dependent upon our product mix and existing market conditions, but may improve over gross margins in the first fiscal quarter of 2000 as a result of the sale of our private label business and anticipated increases in Northland and Seneca branded product revenues as a result of our planned second quarter media and marketing campaign and the continued rollout of the Seneca brand cranberry juice products. Selling, general and administrative expenses were $19.9 million, or 26.6% of total revenues, for the three-month period ended November 30, 1999 compared to $12.4 million, or 36.1% of total revenues, in the prior year's first fiscal quarter. This increase in the dollar amount of selling, general and administrative expenses was primarily attributable to (i) spending to support the Seneca brand and the launch of a new Seneca line of cranberry juice products; (ii) expenses in connection with private label and contract co-packing sales; and (iii) costs related to our aggressive marketing campaign to support the development and growth of our Northland and Seneca brand products. We do not expect the sale of our private label business to result in any material changes in our selling, general and administrative expenses as a percentage of sales. However, we expect that our selling expenses may increase during the second and third fiscal quarters as we commence aggressive media and marketing campaigns to support sales of our branded products. We expect to spend approximately $6 million on this campaign, which will consist generally of television advertising and in-store promotions. Interest expense was $2.9 million for the three months ended November 30, 1999 compared to $1.3 million during the same period in fiscal 1999. This increase generally resulted from increased debt levels to finance the December 1998 acquisition of Seneca's juice business, the March 1999 acquisition of assets of Clermont, Inc. and to support increased levels of inventories. Net income and per share earnings for the first quarter of fiscal 2000 were $321,254, or $0.02 per share, up from fiscal 1999 first quarter net income and per share earnings of $120,490, or $0.01 per share. Since we generally recognize lower gross margins on our private label business, we do not expect a material impact to net income on an ongoing basis as a result of the sale of our private label business. As of the date hereof, we have experienced no disruptions in the operation of our internal information systems or other significant problems as a result of the transition to the Year 2000. Nevertheless, we may experience such problems in the future. With the exception of our accounting and distribution/order tracking functions, - 8 - our operations are not heavily dependent on internal computer software or embedded systems. As a result, based on currently-available information, we continue to believe that any Year 2000 related disruptions that may occur in the future will not have a material adverse impact on our results of operations. However, there can be no assurance that such disruptions will not occur and will not have a material adverse impact on our results of operations. We will continue to monitor our exposure as appropriate and intend to act promptly to resolve any problems that may occur. Additionally, we do not rely heavily on third party vendors whose potential Year 2000 noncompliance would have a material adverse effect on our results of operations. We are not aware that of any of our vendors experienced any disruptions during their transitions to the year 2000. In fiscal 1997 we replaced our internal accounting and distribution hardware and software systems at a cost of approximately $350,000. We estimate that our total additional costs associated with ensuring Year 2000 compliance amounted to approximately $250,000. FINANCIAL CONDITION Net cash used by operating activities was $11.6 million in the first three months of fiscal 2000 compared to $11.1 million in the same period in fiscal 1999. This increase was the result of increases in current assets and liabilities in the ordinary course of business during the period. Net of previously deferred crop costs, we experienced a seasonal increase in inventory of $27.8 million due to the fall harvest of our crop, our purchase of raw cranberries from other independent cranberry growers, our purchase of Concord grapes from an independent growers' cooperative, and increased raw materials and finished goods inventories to support our expanding branded and private label juice sales. Accounts payable and other current liabilities increased $16.9 million primarily due to seasonal liabilities for purchased crop. Primarily as a result of the increase in accounts payable and other current liabilities, our current ratio decreased to 3.6 to 1.0 from 4.6 to 1.0 at August 31, 1999. Working capital increased $14.7 million to $125.3 million at November 30, 1999 compared to working capital of $110.6 million at August 31, 1999. Net cash used for investing activities increased slightly during the three-month period ended November 30, 1999 to $2.7 million from $2.5 million during the same period in the prior fiscal year. Net cash provided by financing activities was $14.4 million in the three-month period ended November 30, 1999, compared to $13.8 million during the same period in the prior fiscal year. Our total long term debt increased by $15.0 million in the first three months of fiscal 2000 primarily due to increased borrowing on our revolving credit facility to finance our seasonal and growth working capital needs. Our total debt (including current portion) was $165.1 million at November 30, 1999 for a total debt-to-equity ratio of 1.03 to 1.00 compared to total debt of $150.2 million and a total debt-to-equity ratio of 0.94 to 1.00 at August 31, 1999. We utilize our revolving bank credit facility, together with cash generated from operations, to fund our working capital requirements throughout the fiscal year. On December 29, 1999 (in the second quarter of fiscal 2000), we amended our existing credit facility with a syndicate of regional - 9 - banks to increase our revolving line of credit availability by $15 million to $155 million until March 2002. As of November 30, 1999, the principal amount outstanding under our revolving credit facility was $139.3 million. We believe our existing credit facilities, together with cash generated from operations and payments from the sale of our private label business, will be sufficient to fund our ongoing operational needs for the remainder of fiscal 2000. We estimate the sale of our private label business will result in a cash inflow of approximately $4 million at the closing of the sale related to the sale of certain inventories and approximately $2 million per quarter for the remainder of the fiscal year related to installment payments for additional inventories and payments on the unsecured note we will receive from Cliffstar as partial consideration for the sale. We intend to use these payments to pay down existing debt levels or to fund ongoing working capital requirements. - 10 - - -------------------------------------------------------------------------------- SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS ------------------------------------------------- We make certain "forward-looking statements," in this Form 10-Q, including statements about our future plans, goals and other events which have not yet occurred. We intend that these statements will qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. You can generally identify these forward-looking statements because the context of such statements will include words such as "believes," "anticipates," "expects," or words of similar import. Whether or not these forward-looking statements will be accurate in the future will depend on certain risks and factors including risks associated with (i) development, market share growth and continued consumer acceptance of our branded juice products; (ii) strategic actions of our competitors in pricing, marketing and advertising; (iii) aggressive spending to support our branded products; (iv) the results of the sale of our private label business; (v) potential actions or marketing orders of the Cranberry Marketing Committee of the United State Department of Agriculture; and (vi) agricultural factors affecting our crop and the crop of other North American growers. You should consider these risks and factors and the impact they may have when you evaluate our forward-looking statements. We make these statements based only on our management's knowledge and expectations on the date of this Form 10-Q. We will not necessarily update these statements or other information in this Form 10-Q based on future events or circumstances. - -------------------------------------------------------------------------------- ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK. - ------------------------------------------------------------------ We have not experienced any material changes in our market risk since August 31, 1999. - 11 - PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - ----------------------------------------- a. Exhibits Exhibits filed with this Form 10-Q report are incorporated herein by reference to the Exhibit Index accompanying this report. b. Form 8-K We did not file any reports on Form 8-K during the quarterly period to which this Form 10-Q relates. - 12 - 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: January 14, 2000 By: /s/ John Pazurek ---------------------------- John Pazurek Chief Financial Officer - 13 - EXHIBIT INDEX Exhibit No. Description (4.1) First Amendment to Credit Agreement and Consent, dated as of May 1, 1999, by and among the Company, various financial institutions and Firstar Bank Milwaukee, N.A. (now known as Firstar Bank, N.A.), as Agent. (4.2) Second Amendment to Credit Agreement and Consent, dated as of December 29, 1999, by and among the Company, various financial institutions and Firstar Bank, N.A., as Agent. (10) Northland Cranberries, Inc. 2000 Incentive Bonus Plan. (27) Financial Data Schedule - 14 - EX-4.1 2 EXHIBIT 4.1 FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT FIRSTAR BANK MILWAUKEE, N. A., as Agent Milwaukee, Wisconsin and The Financial Institutions Identified Herein Gentlemen: The undersigned, NORTHLAND CRANBERRIES, INC., a Wisconsin corporation (the "Company") hereby requests that the undersigned financial institutions (together with their respective successors and assigns, collectively, the "Banks") agree to amend the Credit Agreement dated as of March 15, 1999 (the "Credit Agreement"), among the Company, the Banks and Firstar Bank Milwaukee, N.A., as agent, to permit the transfer of certain trademarks and tradenames and a Trademark License Agreement (the "License Agreement") dated December 29, 1998 between the Company and SENECA FOODS CORPORATION ("Seneca") to NCI Foods, LLC, a newly formed limited liability company of which the Company is the sole member and owner, on the terms and conditions set forth below. The Company further requests that the Banks consent to the sale of a portion of one of its Juneau County, Wisconsin marshes. Capitalized terms used herein and not defined shall have the meanings assigned thereto in the Credit Agreement. 1. Amendment to Section 4.1. Section 4.1 of the Credit Agreement shall be amended so that clauses (vi) and (vii) thereof read as follows: (vi) the Minot Guaranty and the NCI Guaranty; and (vii) Grants of Security Interests in Trademarks, to be executed by the Company, Minot and NCI, respectively, in favor of the Agent for itself and for the benefit of the Banks (collectively, the "IP Grants"). 2. Amendment to Section 5.2. Section 5.2 of the Credit Agreement shall be amended to read as follows: Section 5.2. Subsidiaries. The Company has no Subsidiaries except Wildhawk, Inc., a Wisconsin corporation, W.S.C. Water Management Corp., a Wisconsin corporation, Northland Cranberries Foreign Sales Corp., a Virgin Islands corporation, Minot, NCI, Northland Insurance Center Inc., a Wisconsin corporation, and PFVA Acquisition Corp., a Virginia corporation (the "Acquisition Subsidiary"). 3. Amendment to Section 9. Section 9 of the Credit Agreement shall be amended by adding the following definitions: "NCI" shall mean NCI Foods, LLC, a Wisconsin limited liability company. "NCI Guaranty" shall mean that certain Guaranty dated as of May 1, 1999 executed by NCI for the benefit of the Agent and the Banks. 4. Consent to Transfers. Subject to the terms and conditions of this Amendment, and notwithstanding the provisions of Section 7.14 of the Credit Agreement, the undersigned Banks hereby consent to (i) the transfer by the Company to NCI of all of (a) its right, title and interest in and to the trademarks and tradenames described on Exhibit A attached hereto and (b) the License Agreement and all the rights granted to the Company by Seneca thereunder, and (ii) the sale by the Company of an approximately twenty (20) acre portion of one of its Juneau County, Wisconsin marshes. 5. Effectiveness. This Amendment shall become effective upon the Agent's receipt of a copy of this Amendment duly executed by the Company and the Required Banks, together with the following: (a) the NCI Guaranty duly executed by NCI; (b) a Grant of Security Interest in Trademarks duly executed by NCI; (c) a Notice of Grant of Security Interest in Trademarks duly executed by NCI and the Agent; (d) such financing statements duly executed by NCI as the Agent may reasonably require; (e) a certificate of the member of NCI as to the attached Articles of Organization of NCI, the Operating Agreement of NCI and resolutions authorizing those documents required from NCI hereunder; and (f) a certificate of the Secretary of the Company as to the continued effectiveness, without amendment, of the Articles of Incorporation and Bylaws of the Company delivered to the Agent on March 14, 1999 and the attached resolution authorizing the transactions. When this Amendment has become effective, the Agent will deliver to the Company such partial releases of UCC financing statements and mortgages recorded by the Agent as are necessary to complete the sale of the Juneau County, Wisconsin parcel referred to herein. 6. Representations and Warranties of the Company. In order to induce the Banks to enter into this Amendment and in recognition of the fact that the Banks are acting in reliance thereupon, the Company represents and warrants to the Banks as follows: -2- (a) The Company has the corporate power and authority to enter into, deliver and issue this Amendment and to continue to borrow under the Credit Agreement, as amended hereby. Each of the Credit Agreement, as amended hereby, and this Amendment when duly executed on behalf of the Company, constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. (b) The execution and delivery of this Amendment and the prospective borrowing and performance by the Company of its obligations under the Credit Agreement, as amended hereby, have been authorized by all necessary action on the part of the Company. (c) The representations and warranties of the Company contained in the Credit Agreement, as amended hereby, are true and correct in all material respects as of the date of this Amendment as though made on and as of the date of this Amendment. (d) As of the date of this Amendment no Event of Default, or default which with the passage of time would constitute an Event of Default under the Credit Agreement, has occurred and is continuing. 7. Negative Covenant. The Company agrees for itself and on behalf of NCI that, so long as any credit is available to or in use by the Company under the Credit Agreement, NCI's sole business is and will be to own the trademarks and tradenames described on Exhibit A and to hold the License Agreement and that at no time will NCI own any tangible or other intangible assets without the prior written consent of the Agent. 8. Counterparts. This Amendment may be executed in any number of counterparts, and by different parties hereto on separate counterparts, and all such counterparts taken together shall be deemed to constitute one and the same instrument. 9. Miscellaneous. (a) Each reference in the Credit Agreement to "this Agreement" shall be deemed a reference to the Credit Agreement as amended by this Amendment. (b) In accordance with Section 10.4 of the Credit Agreement, the Company shall pay or reimburse the Agent for all of its expenses, including reasonable attorneys' fees and expenses, incurred in connection with this Amendment, for the preparation, examination and approval of documents in connection herewith, the preparation hereof and expenses incurred in connection herewith. (c) This Amendment is being delivered and is intended to be performed in the State of Wisconsin and shall be construed and enforced in accordance with the laws of that state without regard for the principals of conflicts of laws. -3- (d) Except as expressly modified or amended herein, the Credit Agreement shall continue in effect and shall continue to bind the parties hereto. This Amendment is limited to the terms and conditions hereof and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement. If this First Amendment to Credit Agreement and Consent is satisfactory to you, please sign the form of acceptance below. Dated and effective as of the 1st day of May, 1999. Very truly yours, NORTHLAND CRANBERRIES, INC. By: /s/ John A. Pazurek ---------------------------------------- John A. Pazurek, Chief Financial Officer, Vice President, Finance and Treasurer Accepted and agreed to as of the day and year last above written. FIRSTAR BANK MILWAUKEE, N. A. By: /s/ ---------------------------------------- Its:Lending Officer NORWEST BANK MINNESOTA, N.A. By: /s/ Kenneth E. LaChance ---------------------------------------- Its:Officer MERCANTILE BANK NATIONAL ASSOCIATION By: /s/ ---------------------------------------- Its:Asst. Vice President [Signatures continued on following page.] -4- U.S. BANK NATIONAL ASSOCIATION By: /s/ ---------------------------------------- Its:Vice President BANK OF AMERICA, NATIONAL TRUST & SAVINGS ASSOCIATION By: /s/ Barton. A. Francour ---------------------------------------- Its:Barton. A. Francour - Sr. Vice President ST. FRANCIS BANK, F.S.B. By: /s/ ---------------------------------------- Its:V.P. M&I MARSHALL & ILSLEY BANK By: /s/ ---------------------------------------- Its:Vice President BANKBOSTON, N.A. By: /s/ ---------------------------------------- Its:Vice President -5- EX-4.2 3 EXHIBIT 4.2 SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT FIRSTAR BANK, N. A., as Agent (formerly known as Firstar Bank Milwaukee, N. A.) Milwaukee, Wisconsin and The Financial Institutions Identified Herein Gentlemen: The undersigned, NORTHLAND CRANBERRIES, INC., a Wisconsin corporation (the "Company") hereby requests that the undersigned financial institutions (together with their respective successors and assigns, collectively, the "Banks") agree to amend the Credit Agreement dated as of March 15, 1999, as amended as of May 1, 1999 (the "Credit Agreement"), among the Company, certain of the Banks and Firstar Bank, N. A., as agent, to increase the amount of Revolving Credit Commitment available to the Company and to permit the sale of certain tangible and intangible assets related to the Company's "private label" juice business, on the terms and conditions set forth below. Capitalized terms used herein and not defined shall have the meanings assigned thereto in the Credit Agreement. 1. Amendment to Section 1.1. Section 1.1 of the Credit Agreement shall be amended to read as follows: Section 1.1. The Revolving Credit. Subject to all of the terms and conditions hereof, each Bank, severally and for itself alone, agrees to extend such Bank's Percentage of a revolving credit facility to the Company which may be availed of by the Company in its discretion from time to time, be repaid and used again, during the period from the date hereof to and including the Revolving Credit Termination Date. The revolving credit facility may be utilized by the Company in the form of (i) revolving credit loans (individually a "Revolving Credit Loan" and collectively the "Revolving Credit Loans") from the Banks according to their respective Percentages, (ii) swing line loans (individually a "Swing Line Loan" and collectively, the "Swing Line Loans") from the Swing Line Lender, pursuant to Section 1.2 hereof, and (iii) L/Cs issued by the Issuer upon request of the Company and in which each Bank shall have purchased a participation, provided that the aggregate amount of the Revolving Credit Loans, Swing Line Loans, Reimbursement Obligations and the maximum amount available to be drawn under all L/Cs outstanding at any one time shall not exceed One Hundred Fifty Five Million Dollars ($155,000,000) (the "Revolving Credit Commitment"). All Revolving Credit Loans shall be evidenced by Revolving Credit Notes of the Company (the "Revolving Credit Notes") payable to the order of each of the Banks in the amounts of their respective Percentages of the Revolving Credit Commitment, such Revolving Credit Notes to be in substantially the form attached hereto as Exhibit 1.1. Without regard to the face principal amounts of each of the Revolving Credit Notes, the actual principal amount at any time outstanding and owing by the Company on account thereof during the period ending on the Revolving Credit Termination Date shall be the sum of all Revolving Credit Loans then or theretofore made thereon less all principal payments actually received thereon during such period. 2. Amendment to Section 3.3. Section 3.3 of the Credit Agreement shall be amended by deleting the last sentence thereof in its entirety. 3. Amendment to Section 3.4. Section 3.4 of the Credit Agreement shall be amended be deleting the third sentence thereof in its entirety. 4. Amendment to Section 4.1. Section 4.1 of the Credit Agreement shall be amended by deleting the last sentence thereof in its entirety. 5. Amendment to Section 7.21. Section 7.21 of the Credit Agreement shall be amended in its entirety to read as follows: Section 7.21. [Intentionally left blank.] 6. Amendment to Section 9. Section 9 of the Credit Agreement shall be amended by (a) deleting the definitions "Senior Notes" and "Terms Sheet" and (b) amending the definition of Total Debt to read as follows: "Total Debt" shall mean (without duplication) all consolidated indebtedness for borrowed money of the Company and its Subsidiaries, and shall include indebtedness for borrowed money created, assumed or guaranteed by the Company either directly or indirectly, including all amounts outstanding under this Agreement, including the aggregate principal amount of Revolving Credit Loans and Swing Line Loans outstanding, the aggregate face amount of outstanding L/Cs and the aggregate amount of unreimbursed Reimbursement Obligations as of the date of determination. 7. Amendment to Schedule 1. Schedule 1 to the Credit Agreement (Bank Percentages) shall be amended in its entirety to read as provided on Schedule 1 hereto. 8. Consent to Sale of Private Label Juice Business. Subject to the terms and conditions of this Amendment, and notwithstanding the provisions of Section 7.14 (Sale of Property) and 7.13 (Investments, Loans, Advances and Acquisitions) of the Credit Agreement, the undersigned Banks hereby consent to the sale by the Company of certain inventory, trademarks, contracts and the goodwill of the Company's private label juice business and, in payment of substantially all of the purchase price therefor, acceptance of a promissory note of the buyer, provided both the terms of the sale are substantially as outlined on Exhibit A hereto and the Company pledges such note to the Banks, and delivers the original note to the Agent, as additional collateral to support its obligations under the Credit Agreement. 9. Transfer of Mercantile Bank National Association Interests. By their execution hereof, each of the parties hereto acknowledges and agrees that all interests of Mercantile Bank National Association ("Mercantile") in this credit facility have been assumed by Firstar Bank, -2- N. A. ("Firstar") in connection with the merger of Mercantile and Firstar on September 20, 1999. 10. Effectiveness. This Amendment shall become effective as of December 29, 1999 upon the Agent's receipt of a copy of this Amendment duly executed by the Company and the Banks, together with the following: (a) the Revolving Credit Notes, copies of which are attached hereto as Exhibit B, which shall replace the notes executed as of March 15, 1999; and (b) a certificate of the Secretary of the Company as to the continued effectiveness, without amendment, of the Articles of Incorporation and Bylaws of the Company delivered to the Agent on March 14, 1999, the signatures of officers of the Company authorized to execute this Amendment and the Revolving Credit Notes and the attached resolutions authorizing the transactions contemplated by this Amendment. After this Amendment has become effective, the Agent agrees to deliver to the Company when necessary such partial releases of UCC financing statements recorded by the Agent as are necessary to complete the sale of the Company's private label juice business referred to herein. 11. Representations and Warranties of the Company. In order to induce the Banks to enter into this Amendment and in recognition of the fact that the Banks are acting in reliance thereupon, the Company represents and warrants to the Banks as follows: (a) The Company has the corporate power and authority to enter into, deliver and issue this Amendment and the replacement Revolving Credit Notes and to continue to borrow under the Credit Agreement, as amended hereby. Each of the Credit Agreement, as amended hereby, this Amendment and the replacement Revolving Credit Notes when duly executed on behalf of the Company, constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. (b) The execution and delivery of this Amendment and the replacement Revolving Credit Notes and the prospective borrowing and performance by the Company of its obligations under the Credit Agreement, as amended hereby, have been authorized by all necessary action on the part of the Company. (c) The representations and warranties of the Company contained in the Credit Agreement, as amended hereby, are true and correct in all material respects as of the date of this Amendment as though made on and as of the date of this Amendment. (d) As of the date of this Amendment no Event of Default, or default which with the passage of time would constitute an Event of Default under the Credit Agreement, has occurred and is continuing. -3- (e) The Company is liable, without offset, counterclaim or other defense, for all obligations of the Company to the Banks. (f) No information, financial statement, exhibit or report furnished by the Company to the Agent in connection with the negotiation of, or pursuant to, this Amendment, contains any material misstatement of fact, or omits to state a material fact, or omits any fact necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading. 12. Counterparts. This Amendment may be executed in any number of counterparts, and by different parties hereto on separate counterparts, and all such counterparts taken together shall be deemed to constitute one and the same instrument. 13. Miscellaneous. (a) Each reference in the Credit Agreement to "this Agreement" shall be deemed a reference to the Credit Agreement as amended by this Amendment. Each reference in the Credit Agreement to the "Revolving Credit Notes" shall be deemed a reference to the Revolving Credit Notes issued in connection with this Amendment. (b) In accordance with Section 10.4 of the Credit Agreement, the Company shall pay or reimburse the Agent for all of its expenses, including reasonable attorneys' fees and expenses, incurred in connection with this Amendment, for the preparation, examination and approval of documents in connection herewith, the preparation hereof and expenses incurred in connection herewith. (c) This Amendment is being delivered and is intended to be performed in the State of Wisconsin and shall be construed and enforced in accordance with the laws of that state without regard for the principals of conflicts of laws. (d) Except as expressly modified or amended herein, the Credit Agreement shall continue in effect and shall continue to bind the parties hereto. This Amendment is limited to the terms and conditions hereof and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement. (e) The Company agrees to hereafter execute such amendments to the existing mortgages given by the Company to the Banks requested by the Banks to evidence the increase in the Revolving Credit Commitment pursuant hereto. -4- If this Second Amendment to Credit Agreement and Consent is satisfactory to you, please sign the form of acceptance below. Dated and effective as of the 29th day of December, 1999. Very truly yours, NORTHLAND CRANBERRIES, INC. By: /s/ ---------------------------------------- Its:Assistant Vice President of Finance and ---------------------------------------- Acting Chief Financial Officer ------------------------------ Accepted and agreed to as of the day and year last above written. FIRSTAR BANK, N. A. By: /s/ ---------------------------------------- Its:Assistant Vice President Address: 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 Attention: Randall D. Olver, Senior Vice President NORWEST BANK MINNESOTA, N. A. By /s/ Kenneth E. LaChance ---------------------------------------- Its:Officer Address: Sixth Street and Marquette Avenue MAC N9305-l14 Minneapolis, Minnesota 55479-0091 Attention: Kenneth E. LaChance, Officer -5- U.S. BANK NATIONAL ASSOCIATION By /s/ Michael Fordney ---------------------------------------- Its:SVP Address: 201 West Wisconsin Avenue Milwaukee, Wisconsin 53259-0911 Attention: Michael Fordney, Senior Vice President BANK OF AMERICA, NATIONAL ASSOCIATION By /s/ Edward L. Cooper, III ---------------------------------------- Its:SVP Address: 231 South LaSalle Street Chicago, Illinois 60697 Attention: Edward L. Cooper III, Vice President ST. FRANCIS BANK, F.S.B. By /s/ John C. Tans ---------------------------------------- Its:VP Address: 13400 Bishops Lane, Suite 190 Brookfield, Wisconsin 53005-6203 Attention: John Tans, Vice President/ Commercial Banking -6- M&I MARSHALL & ILSLEY BANK By /s/ Dennis D. Finnigan ---------------------------------------- Its:VP By: /s/ ---------------------------------------- Its:Vice President Address: 770 North Water Street Milwaukee, Wisconsin 53202 Attention: Dennis D. Finnigan, Vice President FLEET CAPITAL CORPORATION By /s/ Edward M. Bartkowski ---------------------------------------- Its:Senior Vice President Address: 20800 Swenson Drive, Suite 350 Post Office Box 1641 Waukesha, Wisconsin 53187 Attention: Edward M. Bartkowski, Vice President -7- BANK ONE, NA By /s/ A. F. Maggiore ---------------------------------------- Its:Managing Director Address: 111 East Wisconsin Avenue Milwaukee, Wisconsin 53202 Attention: Anthony F. Maggiore, Managing Director LaSALLE BANK NATIONAL ASSOCIATION By /s/ James A. Meyer ---------------------------------------- Its:First Vice President Address: 411 East Wisconsin Avenue Milwaukee, Wisconsin 53202 Attention: James A. Meyer, First Vice President -8- EX-10 4 EXHIBIT 10 NORTHLAND CRANBERRIES, INC. 2000 INCENTIVE BONUS PLAN 1. PURPOSE. The purpose of the Northland Cranberries, Inc. 2000 Incentive Bonus Plan (the "Plan") is to provide cash bonuses to officers and employees of Northland Cranberries, Inc. or any current or future subsidiaries thereof (collectively, unless the context indicates otherwise, the "Company") if the Company attains certain objectives for earnings per share and the officers and employees achieve specific corporate or department objectives and personal goals during the Company's fiscal year ending August 31, 2000 (the "2000 Fiscal Year"). The Board of Directors of the Company (the "Board") believes the Plan will further the interests of the Company and its shareholders by increasing the incentives and personal interest in the financial performance of the Company by those officers and employees who contribute to the Company's continued growth and financial success. 2. ADMINISTRATION. The Plan shall be administered by the Stock Option and Compensation Committee (the "Committee") of the Board. In accordance with the provision of the Plan, the Committee shall have complete authority to approve the employees of the Company who shall be eligible to participate in the Plan for the fiscal year and the amounts of bonuses paid thereto. The Committee shall also have the authority to adopt such rules and regulations for carrying out the Plan, which are not inconsistent with the terms hereof, as it may deem proper and in the best interests of the Company and shall have complete authority and discretion to resolve all questions regarding eligibility, interpretation, administration and application of this Plan and any related agreements of instruments. All such determinations by the Committee shall be final. The existence of the plan or the grant of any bonuses hereunder shall not restrict the ability of the Committee or the Board to grant any other discretionary bonuses to any executive officers, employees or others outside of the Plan. A majority of the members of the Committee shall constitute a quorum. All determinations of the Committee shall be made by at least a majority of a quorum. Any decision or determination reduced to writing and signed by all of the members of the Committee shall be fully as effective as if it had been made by a unanimous vote at a meeting duly called and held. 3. ELIGIBILITY. Each eligible employee of the company who is selected by the chief executive officer of the Company ("Management") for participation in the Plan, subject to approval by the Committee, shall be a Participant and shall be assigned to the Bonus Level for his or her position according to the schedule attached as Schedule A. A Participant shall have no rights to be selected for further participation in the Plan or any renewal or replacement thereof in any subsequent fiscal year. Written notice of selection for participation in the Plan shall be given to each Participant as soon as practicable following date of selection. 4. AWARDS TO PARTICIPANTS. Participants shall be entitled to receive from the Company an annual incentive cash compensation award for the 2000 Fiscal Year ("Cash Bonus Award") based on a calculated percentage ("Bonus Percentage") of such Participant's base salary earned during the 2000 Fiscal Year (excluding benefits and bonuses). -1- Such Bonus Percentage shall be determined pursuant to a formula based primarily on the percentage that the "Net Income Per Common Share" of the Company for the 2000 Fiscal Year, bears to the "Target Earnings" for the 2000 Fiscal Year, and other specified criteria. The formula and criteria for determining the Bonus Percentage for each Bonus Level are set forth on Schedule B. Management shall establish department and individual goals for Bonus Levels II through VI and shall set the discretionary bonuses for Bonus Level I seasonal employees, all subject to review by the Committee. The Target Earnings for the 2000 Fiscal Year shall be Net Income Per Common Share of $0.60. 5. PAYMENT OF CASH BONUSES. The Cash Bonus Awards, if any, determined under Section 4 for the 2000 Fiscal Year shall be distributed by the Company to such Participants in cash, or to his or her estate in the event of death of the Participant, no later than December 8, 2000. 6. NET INCOME PER COMMON SHARE. For purposes of the Plan, the Company's "Net Income Per Common Share" for the 2000 Fiscal Year shall be equal to the Company's net income per common share reflected on the Company's audited consolidated financial statement for such fiscal year (excluding extraordinary items, but not the issuance of additional shares of capital stock or rights with respect thereto, other than as set forth in Section 10 below). 7. TERMINATION OF EMPLOYMENT. No Cash Bonus Award shall be made under the Plan for a Participant whose employment with the Company (or subsidiary) is terminated during the 2000 Fiscal Year for reasons other than retirement due to age in accordance with the Company's policies, total or permanent disability, or death, unless approved by the Committee after considering the cause of termination. 8. NEW EMPLOYEES, TRANSFERS BETWEEN BONUS LEVELS. (a) It is contemplated that employees may be approved for participation during a portion of the 2000 Fiscal Year and may be eligible to receive an award for the year based on the number of full months as a Participant. A person newly hired or promoted on or before March 1, 2000, into a position covered by a Bonus Level shall be eligible for participation in the Plan and, if selected by Management, shall have his or her participation in the Plan prorated for the fiscal year. (b) Participants who are promoted or otherwise transferred to a position covered by a different Bonus Level will receive Cash Bonus Awards prorated to months served in each eligible position. 9. POWERS OF COMPANY NOT AFFECTED. The existence of the Plan shall not affect in any way the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalization, reorganizations or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issuance of bonds, debentures, preferred, or prior preference stock ahead of or affecting the Company's stock or the rights thereof, or dissolution or liquidation of the Company, or any -2- sale or transfer of all or any part of its assets or business or any other corporate act or proceeding, whether of a similar character or otherwise. 10. CAPITAL ADJUSTMENTS AFFECTING STOCK. In the event of a capital adjustment resulting from a stock dividend (other than a stock dividend in lieu of an ordinary cash dividend), stock split, reorganization, spin-off, split-up or distribution of assets to shareholders, recapitalization, merger, consolidation, combination or exchange of shares or the like, the Committee may adjust the determination of net income per common share as it deems appropriate in its sole discretion. The determination of the Committee as to any adjustment shall be final (including any determination that no adjustment is necessary). 11. AMENDMENT. The Board shall have the right to amend the Plan at any time and for any reason; provided, however, that no amendment of the Plan shall, without the consent of the Participants, alter or impair any of the rights or obligations under any bonuses previously earned and declared. 12. TAX WITHHOLDING. The Company may deduct and withhold from any amounts payable to a Participant such amount as may be required for the purpose of satisfying the Company's obligation to withhold federal, state or local taxes. 13. EFFECTIVE DATE; FISCAL YEARS COVERED. The Effective Date of this Amended and Restated Plan is September 21, 1999 and the Plan shall apply to and cover the Company's 2000 Fiscal Year. This Plan shall be renewable for additional one-year periods upon action of the Board. 14. RIGHTS OF PARTICIPANTS. (a) No Participant shall have any interest in any specific asset or assets of the Company (or any subsidiary) by reason of any account under the Plan. It is intended that the Company has merely a contractual obligation to make payments when due hereunder. (b) No Participant may assign, pledge, or encumber his or her interest under the Plan, or any part thereof. (c) Nothing contained in this Plan shall be construed to: (i) Give any Participant any right to receive any award other than in the sole discretion of the Committee; (ii) Limit in any way the right of the Company or subsidiary to terminate an Participant's employment at any time; or (iii) Be evidence of any agreement or understanding, express or implied, that a Participant will be retained in any particular position, at any particular rate of remuneration or for any length of time. -3- NORTHLAND CRANBERRIES, INC. 2000 INCENTIVE BONUS PLAN SCHEDULE A - -------------------------------------------------------------------------------- MAXIMUM BONUS POSITIONS PERCENTAGE OF LEVEL BASE SALARY - -------------------------------------------------------------------------------- VII Chairman and Chief Executive Executive 60% Officer - -------------------------------------------------------------------------------- VI Executive Vice-President 50% Vice President - Treasurer - Chief Financial Officer Senior Vice President - Corporate Secretary Branded Division President Vice President - Packaging and Logistics Industrial Ingredients Division President Agricultural Operations Division President Non-Branded Group President Manufacturing Division President Corporate Controller - -------------------------------------------------------------------------------- V Division Vice Presidents 35% Assistant Vice-President - Finance Directors - -------------------------------------------------------------------------------- IV Managers 25% Plant Controllers Plant Managers - -------------------------------------------------------------------------------- III Assistant Managers 17% Supervisors - -------------------------------------------------------------------------------- II Non-Management Salaried and Hourly Employees 8% - -------------------------------------------------------------------------------- I Seasonal Employees Discretionary - -------------------------------------------------------------------------------- -4- NORTHLAND CRANBERRIES, INC. 2000 INCENTIVE BONUS PLAN SCHEDULE B BONUS LEVEL CRITERIA BONUS PERCENTAGE - ----------- -------- ---------------- Sum of: - -------------------------------------------------------------------------------- VII Company's Net Income Per Common Share Equals-- 80% or more of Target Earnings 15% 100% of Target Earnings 15% More than 100% of Target Earnings 1% for Each Percentage Point over Target Earnings up to 10% Maximum Criteria adopted by Committee Based on Discretionary from Executive's individual contribution towards 0 to 20% enhancement of Company's long-term outlook ----------------------- Maximum Bonus 60% of Base Salary - -------------------------------------------------------------------------------- VI Company's Net Income Per Common Share Equals-- 90% or more of Target Earnings 15% 100% or more of Target Earnings 20% Achievement of Individual Goals 0 to 15% ----------------------- Maximum Bonus 50 % of Base Salary - -------------------------------------------------------------------------------- V Company's Net Income Per Common Share Equals-- 100% or more of Target Earnings 15% Achievement of Department Goals 0 to 20% ----------------------- Maximum Bonus 35% of Base Salary - -------------------------------------------------------------------------------- -5- BONUS LEVEL CRITERIA BONUS PERCENTAGE - ----------- -------- ---------------- Sum of: - -------------------------------------------------------------------------------- IV Company's Net Income Per Common Share Equals-- 100% or more of Target Earnings 11% Achievement of Individual Goals 0 to 14% ----------------------- Maximum Bonus 25% of Base Salary - -------------------------------------------------------------------------------- III Company's Net Income Per Common Share Equals-- 100% or more of Target Earnings 5% Achievement of Individual Goals 0 to 12% ----------------------- Maximum Bonus 17% of Base Salary - -------------------------------------------------------------------------------- II Company's Net Income Per Common Share Equals-- 100% or more of Target Earnings 3% Achievement of Individual Goals 0 to 5% ----------------------- Maximum Bonus 8% of Base Salary - -------------------------------------------------------------------------------- I Discretionary Bonuses Discretionary - -------------------------------------------------------------------------------- -6- EX-27 5 FINANCIAL DATA SCHEDULE
5 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF NORTHLAND CRANBERRIES, INC. AS OF AND FOR THE 3 MONTHS ENDED NOVEMBER 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1000 3-MOS AUG-31-2000 SEP-01-1999 NOV-30-1999 801 0 37,711 (693) 124,843 173,135 209,847 39,846 386,735 47,814 162,794 0 0 203 160,071 386,735 74,967 74,967 51,555 19,948 0 0 2,911 553 232 321 0 0 0 321 0.02 0.02
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