-----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, FaWnlyvBkJzPcVoHz0QnrTyDJh43tjHzdw99wP68/0iYrGT7GhEKuhZ1Ipymo1yw 2uclZnYo8T77ntHtPmQO4g== 0000897069-00-000319.txt : 20000523 0000897069-00-000319.hdr.sgml : 20000523 ACCESSION NUMBER: 0000897069-00-000319 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000308 ITEM INFORMATION: FILED AS OF DATE: 20000522 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: 8-K/A SEC ACT: SEC FILE NUMBER: 000-16130 FILM NUMBER: 641382 BUSINESS ADDRESS: STREET 1: 800 FIRST AVE SO STREET 2: P O BOX 8020 CITY: WISCONSIN RAPIDS STATE: WI ZIP: 54494 BUSINESS PHONE: 7154244444 8-K/A 1 8-K/A -- AMENDMENT NO. 1 TO CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- 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. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Wisconsin 0-16130 39-1583759 - --------------- ---------------- ------------------- (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 ----------------------------------------------------------- (Address of principal executive offices including zip code) (715) 424-4444 ------------------------------- (Registrant's telephone number) 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 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 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 ----------- ----------- ----------- Gross profit 84,360 (12,185) 72,175 Selling, general and administrative expenses 66,597 (8,277) 58,320 ----------- ----------- ----------- Income from operations 17,763 (3,908) 13,855 Interest expense 8,565 (923) 7,642 Interest income - (2,763) (2,763) ----------- ----------- ----------- Income before income taxes 9,198 (222) 8,976 Income taxes 3,618 (87) 3,531 ----------- ----------- ----------- 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 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 ----------- ----------- ----------- Gross profit 18,992 (3,563) 15,429 Selling, general and administrative expenses 46,547 (4,640) 41,907 ----------- ----------- ----------- Income (loss) from operations (27,555) 1,077 (26,478) Interest expense 6,403 (386) 6,017 Interest income - (1,394) (1,394) ----------- ----------- ----------- Income (loss) before income taxes (33,958) 2,857 (31,101) Income taxes (benefit) (13,244) 1,120 (12,124) ----------- ----------- ----------- 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 NORTHLAND CRANBERRIES, INC. PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET 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 ----------------- ----------- ----------------- ASSETS 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 --------- --------- --------- 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 --------- --------- --------- 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 --------- --------- --------- 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 --------- --------- --------- 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 --------- --------- --------- Total liabilities and shareholders' equity $ 357,656 $ (3,529) $ 354,127 ========= ========= ========= See accompanying notes to the pro forma condensed consolidated financial statements.
5 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 (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 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 ----------------------------- John Swendrowski Chairman of the Board and Chief Executive Officer 8 NORTHLAND CRANBERRIES, INC. EXHIBIT INDEX TO FORM 8-K/A Report Dated March 8, 2000 Exhibit No. Description - ------- ----------- (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. -----END PRIVACY-ENHANCED MESSAGE-----