-----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, O9MA2yKO5JkLnaTwfeov6i1Y02EiQIAVjAbnVlnOXrWG6xYIzqtz9OpEt2LjbaG5 mOkzH286wFL+XKRFYl2Hig== 0000897069-01-000259.txt : 20010402 0000897069-01-000259.hdr.sgml : 20010402 ACCESSION NUMBER: 0000897069-01-000259 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010323 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010329 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 SEC ACT: SEC FILE NUMBER: 000-16130 FILM NUMBER: 1585060 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 1 0001.txt CURRENT REPORT - NORTHLAND CRANBERRIES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- FORM 8-K 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 23, 2001 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) Item 5. Other Events. On March 23, 2001, we entered into an Amendment to Forbearance Agreement (the "Amendment") with Firstar Bank, N.A. and various financial institutions comprising our group of secured lenders, amending the Forbearance Agreement, dated as of December 13, 2000 (the "Agreement"). Pursuant to the Agreement, the bank group agreed not to exercise various remedies available to it as a result of our defaults under certain covenants and payment requirements of our secured debt arrangements until February 12, 2001 (the "Forbearance Period"), so long as we remained in compliance with the terms and conditions of the Agreement. The Amendment extends the Forbearance Period through April 30, 2001. Pursuant to the Amendment, we agreed to take certain actions including, among others, (i) paying interest on a weekly basis at a rate of 5% per annum on the principal amount outstanding under our revolving credit facility (although interest on outstanding principal continues to accrue at the higher default rate); (ii) delivering to the bank group certain additional security agreements securing our unencumbered assets; (iii) making a principal payment on April 10, 2001; (iv) continuing our process of exploring strategic alternatives; (v) retaining on behalf of the bank group an independent financial advisor to assess our operations; and (vi) complying with certain financial covenants set forth in the Amendment. The Amendment is filed as an exhibit to this Current Report on Form 8-K and is incorporated by reference herein. Additionally, on March 29, 2001, we issued a press release regarding the Amendment. The press release is filed as an exhibit to this Current Report on Form 8-K and is incorporated by reference herein. Item 7 Financial Statements and Exhibits. (c) We have filed the exhibits listed in the accompanying Exhibit Index as part of this Current Report on Form 8-K. 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: March 29, 2001 By: /s/ John Swendrowski -------------------------------- John Swendrowski Chairman and Chief Executive Officer NORTHLAND CRANBERRIES, INC. EXHIBIT INDEX TO FORM 8-K Report Dated March 23, 2001 Exhibit No. Description - ----------- ----------- (4) Amendment to Forbearance Agreement, dated as of March 23, 2001, by and among the Company, NCI Foods, LLC, a Wisconsin limited liability company, various financial institutions and Firstar Bank, N. A., as Agent. (99) Press Release, dated March 29, 2001 EX-4 2 0002.txt AMENDMENT TO FORBEARANCE AGREEMENT AMENDMENT TO FORBEARANCE AGREEMENT This Amendment to Forbearance Agreement (the "Amendment") is made this 23rd day of March, 2001, by and among NORTHLAND CRANBERRIES, INC., a Wisconsin corporation, (the "Company"), NCI FOODS, LLC, a Wisconsin limited liability company (the "Guarantor"), various financial institutions which are signatories hereto (together with their respective successors and assigns, collectively, the "Banks") and FIRSTAR BANK, N. A., a national banking association formerly known as Firstar Bank Milwaukee, N. A., for itself and as Agent (the "Agent"). Capitalized terms used herein and not otherwise defined herein have the meanings assigned to such terms in that certain Forbearance Agreement by and among the Company, the Guarantor, the Banks and the Agent, dated as of December 13, 2000 (the "Forbearance Agreement"). WHEREAS, the Forbearance Agreement provided that the Forbearance Period would be in effect through and including February 12, 2001; WHEREAS, the Company and the Guarantor have requested, and the Required Banks have agreed, to extend the term of the Forbearance Period, provided the terms and conditions of this Amendment are satisfied, and certain terms and conditions of the Forbearance Agreement are amended, as hereinafter set forth. NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Extension of Forbearance Period. The term "Forbearance Period" as used in the Forbearance Agreement shall be amended to refer to the period through and including April 30, 2001. 2. Conditions Precedent. This Amendment shall become effective upon execution hereof by the Agent, the Required Banks, the Company, and the Guarantor and the Agent's receipt of the following: (a) An opinion of Foley & Lardner as to the matters identified on Exhibit A attached hereto; and (b) A certificate of an officer of the Company in the form of Exhibit B certifying, except as provided in such certificate, that the necessary applications have been made in all locations for noting the Agent's lien on all titled vehicles owned by the Company, that none of the Company, the Guarantor nor any Subsidiary of the Company owns any assets that following the deliveries pursuant to Paragraph 3(a) hereof are not subject to properly perfected liens, and that the Company does not have any Subsidiaries other than those set forth on such Certificate. 3. Consideration for Extension of Forbearance. In consideration of the Required Banks' and the Agent's agreement to forbear from taking certain actions during the Forbearance Period, as extended pursuant to this Amendment, the Company agrees that: (a) Upon execution of this Amendment by the Required Banks, the Company shall have (i) delivered to the Agent a set of sufficiently detailed assumptions underlying the projections heretofore provided to the Banks; (ii) executed, or caused its Subsidiaries to execute, and delivered to the Agent Security Agreements (the "Additional Security Agreements") and UCC financing statements in the forms delivered to the Company by the Agent with respect to the assets of the Company's Subsidiaries and any assets of the Company not previously encumbered; and (iii) executed and delivered to the Agent mortgages with respect to the Company's bogs known as Biron, Associates East, White Creek, Three Lakes, Fifield and Gordon (the "Additional Bog Mortgages"), in the forms delivered to the Company by the Agent. Hereafter, the term "Mortgages" as used in the Forbearance Agreement shall also include the Additional Bog Mortgages; and (b) Upon receipt, but not later than March 12, 2001, the Company shall provide the Agent with an executed copy of an agreement between Equitable and the Company, in form and substance satisfactory to the Banks and the Agent in their sole discretion, pursuant to which Equitable will agree (i) to extend the term of its forbearance, as set forth in the Forbearance Agreement between Equitable and the Company, as executed on or about February 2, 2001, through and including April 30, 2001, and (ii) notwithstanding the continuing accrual of interest at a higher rate, to accept payments of interest at a rate not greater than five percent (5%) through and including April 30, 2001; and (c) The Company shall pay outstanding property taxes (together with all applicable interest and penalties) on the real estate identified on Exhibit C attached hereto in accordance with the schedule for payments set forth on Exhibit C. Within three (3) business days after the payments are due pursuant to Exhibit C, the Company shall provide the Agent with proof of payment to the applicable taxing authorities; and (d) The Company acknowledges that interest continues to accrue at the default rate provided in Section 2.2 of the Credit Agreement. Commencing March 9, 2001, and each Friday thereafter, the Company shall pay to the Agent for the pro rata account of the Banks a portion of such interest at the rate of five percent (5%) per annum on the principal amount outstanding under the Credit Agreement, computed in accordance with Section 2.4 of the Credit Agreement; and the payment due on March 9, 2001, shall be for such interest accruing for the period from February 16, 2001, through March 8, 2001, and thereafter each payment shall be for the seven (7) day period ending on the Thursday prior to payment. (e) On or prior to April 10, 2001, the Company shall pay to the Agent for the pro rata account of the Banks, principal of not less than Nine Million Dollars ($9,000,000), which payment shall be applied as a permanent reduction of the principal amount of the Obligations; and (f) No later than seven (7) days following the date this Amendment becomes effective, the Company (i) shall have opened a lockbox account with the Agent in accordance with the Agent's standard lockbox applications, procedures and agreements, which lockbox shall be under the sole custody and control of the Agent, acting for itself and as Agent for the Banks (the "Lockbox") and, (ii) shall instruct all of its account debtors to make payments directly to the Lockbox. Funds received in the Lockbox will be deposited in the Collateral Account on the next business day after receipt. If, notwithstanding such instructions, the Company receives any payments on its accounts, such payments, together with any other payments received by the Company or the Guarantor, including any Proceeds, upon receipt, shall be immediately endorsed for deposit in the Collateral Account and deposited in such account in the same form as received by the Company. Until so deposited, the Company or the Guarantor, as applicable, shall hold all such payments and Proceeds in trust for and as the property of the Agent and shall not commingle such payments and Proceeds with any of its other funds or property. The Company acknowledges that it does not have any right, title or interest in and to the Lockbox or the Collateral Account or any amounts at any time in such accounts. Amounts deposited in the Lockbox and in the Collateral Account shall not bear interest and shall not be subject to withdrawal by the Company, except after full payment and discharge of all of the Obligations and termination of all related credit facilities. The Company shall have no right to make or countermand withdrawals from the Lockbox or the Collateral Account. The Company hereby pledges to and grants the Agent a security interest in all funds received in or on deposit in each of the Lockbox and the Collateral Account from time to time and all proceeds thereof to secure payment of all of the Obligations whether now existing or hereafter arising; and (g) No later than three (3) days following the date this Amendment becomes effective, the Company shall engage investment bankers, reasonably acceptable to the Agent and the Required Banks, to assist it in evaluating and assessing strategic alternatives, including a possible sale, merger or other business combination of the Company, or one or more of its business units, and the Company's brand on its own. On that date, it shall provide the Agent with an engagement letter from the investment bankers in form and substance satisfactory to the Agent and the Required Banks. The engagement letter shall include, at a minimum, a description of the nature and extent of the engagement, a list of the tasks to be performed, separate projected time lines for accomplishing each of those tasks, and a list of the parties they intend to contact as potential purchasers. Such investment bankers shall have prepared and provided to the Company prior to April 2, 2001 (and the Company shall on that date transmit it to the Agent), marketing materials to be used by them in the Company's pursuit of such alternatives. Upon the request of the Agent, and upon reasonable notice, such investment bankers shall meet with the Banks at such times and places as the Agent shall select to discuss the status of their efforts; and (h) The Banks shall retain (at the Company's expense) an independent financial advisor to assess the Company's operations, projections and strategic alternatives (the "Advisor"). The Company shall cooperate fully with the Advisor, and will provide the Advisor with full access to the Company's facilities, its books and records and its financial projections including the underlying assumptions during normal business hours. The Company shall make its employees, officers, directors, investment bankers, and third party advisors reasonably available to the Advisor, and shall instruct them to provide whatever information is reasonably requested by the Advisor other than matters of a privileged nature. Within three (3) business days of receipt of the Advisor's invoices for services, the Company shall pay to the Agent the reasonable fees and out-of-pocket expenses of the Advisor; provided, however, that the Company shall not be required to disburse more than Forty Five Thousand Dollars ($45,000) during March, 2001 with respect to such obligations. To the extent such obligations are not paid in full by April 10, 2001, the Company hereby expressly authorizes the Agent to debit the Collateral Account for payment thereof; and (i) Within three (3) business days of receipt of an invoice, the Company shall pay to the Agent (i) all of the reasonable legal fees and out-of-pocket expenses incurred through February 28, 2001, by the Banks and the Agent in connection with this Agreement and the Obligations, and (ii) all of the reasonable legal fees and out-of-pocket expenses incurred after February 28, 2001, which will be invoiced on a monthly basis hereafter; and (j) During the Forbearance Period: (i) The Company shall not permit, for each fiscal month of the Company ending on the dates set forth below, its Revenue (as hereinafter defined) to be less than the amount set forth opposite each such fiscal month below: Month Ending Minimum Revenue ------------ --------------- February 28, 2001 $9,000,000 March 31, 2001 $12,538,304 "Revenue" shall mean for any applicable period all revenue of the Company and its Subsidiaries determined on a consolidated basis for products sold which would be classified as revenue in accordance with generally accepted accounting principles; plus trade credits characterized as "EDLP" and "Off Invoice" to the extent the same have been deducted in determining such revenue. (ii) The Company shall not permit, for each fiscal month of the Company ending on the dates set forth below, its Net Income to be less than (or in the case of a loss, such Net Loss to be more than) the amount set forth opposite each such fiscal month below (with any number in ( ) being a loss): Month Ending Minimum Net Income ------------ ------------------ February 28, 2001 ($2,500,000) March 31, 2001 $143,205 (iii) The Company shall not permit, as of each date set forth below, its Accounts Receivable to be less than the amount set forth opposite such date below: Date Minimum Accounts Receivable ---- --------------------------- February 28, 2001 $10,000,000 March 31, 2001 $13,490,041 "Accounts Receivable" shall mean as of any date of determination the dollar amount (as determined on a consolidated basis in accordance with generally accepted accounting principles) of all accounts receivable of the Company and its Subsidiaries, net of reserves both as determined or established in accordance with generally accepted accounting principles. (iv) The Company shall not permit, as of each date set forth below, its Inventory to be less than the amount set forth opposite such date below: Date Minimum Inventory ---- ----------------- February 28, 2001 $40,115,036 March 31, 2001 $40,536,472 "Inventory" shall mean as of any date of determination the dollar amount (as determined on a consolidated basis in accordance with generally accepted accounting principles) of all inventory of the Company and its Subsidiaries. (v) Senior management of the Company shall make themselves available, and shall arrange for the Company's investment bankers to be available, to meet with the Banks in person or by telephone, as determined by the Agent, on a biweekly basis at such time and place as the Agent shall select (following reasonable notification to the Company) to discuss such matters as the Banks choose regarding the Company's performance and the status of its pursuit of its strategic alternatives. (vi) The Company shall comply with all of the terms of the Obligations; provided, however, that the failure to make regularly scheduled payments of principal and interest otherwise due prior to the conclusion of the Forbearance Period except as provided in Sections 3 (d) and (e) above shall not constitute an Event of Default hereunder. 4. Representations and Warranties of the Company and the Guarantor. In order to induce the Banks to enter into this Amendment, and in recognition of the fact that the Banks and the Agent are acting in reliance thereupon, the Company (as to the Company and its Subsidiaries (other than the Guarantor)) and the Guarantor (as to the Guarantor) hereby covenant, represent and warrant to the Banks and to the Agent that: (a) The Company and each of the Subsidiaries (other than the Guarantor) is duly incorporated and the Guarantor is duly organized, each is validly existing and in good standing under the laws of the State of Wisconsin and each has the power and authority and the legal right to own and operate its property, to lease the property it operates, and to conduct the business in which it is currently engaged. (b) Each of the Company and its Subsidiaries (other than the Guarantor) and the Guarantor has the power and authority to enter into, deliver, issue and perform all of its obligations under this Amendment, the Additional Bog Mortgages and the Additional Security Agreements, as applicable. This Amendment, when duly executed and delivered on behalf of the Company and the Guarantor, each of the Additional Bog Mortgages, when duly executed and delivered on behalf of the Company and each of the Additional Security Agreements, when duly executed and delivered on behalf of the Subsidiaries which are a party thereto, will constitute the legal, valid and binding obligations of the Company, the Guarantor or the Subsidiary party thereto, as applicable, enforceable against such party in accordance with their respective terms. (c) No consent or authorization of, filing with, or act by or in respect of any governmental authority is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment, the Additional Bog Mortgages or the Additional Security Agreements other than the recording of the Additional Bog Mortgages and the filing of UCC financing statements with respect to the collateral covered by the Additional Security Agreements. The execution, delivery and performance of this Amendment, the Additional Bog Mortgages and the Additional Security Agreements (i) have been duly authorized by all necessary action, where applicable, (ii) will not violate any requirement of law or any contractual obligation of the Company, the Guarantor or any Subsidiary, and (iii) will not result in, or require, the creation or imposition of any lien on any of their respective properties or revenues pursuant to any requirement of law or contractual obligation. (d) No information, financial statement, exhibit or report furnished by the Company or the Guarantor to the Banks and the Agent in connection with the negotiation of, or pursuant to, this Agreement, the Additional Bog Mortgages or the Additional Security Agreements contains any material misstatement of fact, 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. (e) None of the Company, the Guarantor or any Subsidiary owns or has any interest in any assets which are not subject to a lien or security interest. (f) The representations and warranties of the Company and the Guarantor contained in the Forbearance Agreement, as well as the statements set forth in Sections 1, 2 and 3 of the Forbearance Agreement, are true and correct in all respects as of the date of this Amendment, except that the principal amount currently outstanding under the Obligations is One Hundred Fifty Four Million Nine Hundred Fifty Two Thousand Nine Hundred Thirty Two and 14/100 Dollars ($154,952,932.14). (g) The Company acknowledges and agrees that upon execution and delivery of the Additional Security Agreements and the Additional Bog Mortgages (collectively, the "New Collateral Documents") and upon the filing of the UCC financing statements provided by the Agent and the recording of the Additional Bog Mortgages, the Banks and the Agent will have a legal, valid, binding, perfected and enforceable security interest and lien, valid against all creditors of and against all purchasers from the Company or the Subsidiaries (except to the extent otherwise provided in the Wisconsin Uniform Commercial Code with respect to buyers in the ordinary course of business), in the collateral described therein securing payment of the Indebtedness, and such collateral is free and clear of all liens whatsoever, other than the lien of the Banks, the Agent and Permitted Liens. No indenture, mortgage, security agreement, financing statement, equivalent security or lien instrument or continuation statement covering all or any part of such collateral is recorded or on file with any public office except those in favor of the Banks, the Agent or a holder of a Permitted Lien. 5. Miscellaneous. (a) Each reference in the Forbearance Agreement to "this Agreement" shall be deemed a reference to the Forbearance Agreement as amended by this Amendment. (b) This Amendment shall be governed by and construed in accordance with the laws of the State of Wisconsin. (c) Except as expressly modified or amended herein, all of the terms and conditions of the Forbearance Agreement and each of the Obligations and the Guaranty 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 Forbearance Agreement, the Obligations or the Guaranty. IN WITNESS WHEREOF, the parties have executed this Amendment to Forbearance Agreement as of the date first written above. NORTHLAND CRANBERRIES, INC. 800 First Avenue South By: /s/ Wisconsin Rapids, WI 54495-8020 ----------------------------------- Its: ----------------------------------- NCI FOODS, LLC 800 First Avenue South By: /s/ Wisconsin Rapids, WI 54495-8020 ----------------------------------- Its: ----------------------------------- FIRSTAR BANK, N. A., as Agent and a Bank 777 East Wisconsin Avenue By: /s/ Milwaukee, WI 53202 ----------------------------------- Its: ----------------------------------- WELLS FARGO BANK MINNESOTA, N. A. 730 Second Avenue South, Suite 500 By: MAC N9314-050 ----------------------------------- Minneapolis, MN 55479 Its: ----------------------------------- U. S. BANK NATIONAL ASSOCIATION MPFP2516 By: /s/ 601 Second Avenue South ----------------------------------- Minneapolis, MN 55402-4302 Its: ----------------------------------- BANK OF AMERICA, NATIONAL ASSOCIATION 231 South LaSalle Street By: /s/ Chicago, IL 60697 ----------------------------------- Its: ----------------------------------- ST. FRANCIS BANK, F.S.B. 13400 Bishops Lane, Suite 190 By: /s/ Brookfield, WI 53005-6203 ----------------------------------- Its: ----------------------------------- M&I MARSHALL & ILSLEY BANK 770 North Water Street By: Milwaukee, WI 53202 ----------------------------------- Its: ----------------------------------- FLEET NATIONAL BANK c/o Woodside Capital By: /s/ 70 Russett Hill Road ----------------------------------- Sherborn, MA 01770 Its: ----------------------------------- BANK ONE, NA 111 East Wisconsin Avenue By: Milwaukee, WI 53202 ----------------------------------- Its: ----------------------------------- LaSALLE BANK NATIONAL ASSOCIATION 411 East Wisconsin Avenue By: /s/ Milwaukee, WI 53202 ----------------------------------- Its: ----------------------------------- EX-99 3 0003.txt PRESS RELEASE For More Information Contact: John Swendrowski, Chairman & CEO Northland Cranberries, Inc. 800 First Avenue South, P.O. Box 8020 Wisconsin Rapids, WI 54495-8020 Tel: 715-424-4444 Fax: 715-422-6897 www.northlandcran.com NEWS RELEASE For release Thursday, March 29, 2001 at 3:30 p.m. (CST) NORTHLAND CRANBERRIES, INC. EXECUTES AMENDMENT TO FORBEARANCE AGREEMENT WITH ITS PRIMARY LENDERS Wisconsin Rapids, WI -- Northland Cranberries, Inc. (Nasdaq:CBRYA), manufacturer of Northland 100% juice cranberry blends and Seneca fruit juice products, today announced that it has successfully negotiated an amendment to its existing forbearance agreement with its bank group that allows Northland to continue to defer principal and certain interest payments under its $155 million revolving credit agreement until April 30, 2001. During this period, the banks have agreed not to exercise various remedies available to them as a result of Northland's defaults under certain covenants and payment requirements of its secured debt arrangements, provided Northland remains in compliance with the terms of the amendment. Pursuant to the amendment, Northland agreed to take certain actions including, among others, a) paying interest on a weekly basis at a rate of 5% per annum on the principal amount outstanding under its revolving credit facility (although interest on outstanding principal continues to accrue at the higher default rate); b) delivering to the bank group certain additional security agreements securing currently unencumbered assets; c) making a principal payment on April 10, 2001; d) continuing the process of exploring strategic alternatives; e) retaining on behalf of the bank group an independent financial advisor to assess Northland's operations; and f) complying with certain financial covenants set forth in the amendment. John Swendrowski, Northland's Chairman and Chief Executive Officer, said, "As this amendment demonstrates, we continue to work closely with our secured creditors in an effort to satisfy our obligations under our debt agreements. The fact that our turnaround plan now enables us to begin paying interest is a positive indication of our progress, and we intend to continue to pursue long-term solutions to our financial issues." While the company has not yet finalized financial results for the first six months of its fiscal year, Swendrowski stated "We expect the first six months ended February 28, 2001 to show a loss of less than $1.5 million, compared to a loss of $20.7 million for the comparable period last year. Obviously, we have made some progress. However, we still have a significant Northland Cranberries, Inc. News Release, March 29, 2001 Page 2 of 2 number of challenges ahead of us to return the company to profitability. We will continue to implement operating changes necessary to improve our results and aggressively pursue strategic solutions to address our financial issues." Northland is a vertically integrated grower, handler, processor and marketer of cranberries and value-added cranberry products. The company processes and sells Northland brand 100% juice cranberry blends, Seneca brand fruit juice products, Northland brand fresh cranberries and other cranberry products through retail supermarkets and other distribution channels. Northland also sells cranberry and other fruit concentrates to industrial customers who manufacture juice products. With 24 growing properties in Wisconsin and Massachusetts, Northland is the world's largest cranberry grower. It is the only publicly-owned, regularly-traded cranberry company in the United States, with shares traded on the Nasdaq Stock Market under the listing symbol CBRYA. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain matters discussed in this press release are "forward-looking statements," including statements about the Company's future plans, goals and other events, which have not yet occurred. These statements are intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. They can generally be identified 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 associates with (i) the development, market share growth and continued consumer acceptance of the Company's branded juice products, including consumer acceptance of its new 27% Solution; (ii) the disposition of certain litigation related to the sale of the net assets of the Company's private label juice business; (iii) the implementation of the marketing order of the Cranberry Marketing Committee of the United States Department of Agriculture and the cranberry purchase program adopted by the United States Congress; (iv) agricultural factors affecting the Company's crop and the crop of other North American growers; (v) the Company's ability to comply with the terms and conditions of, and to satisfy its responsibilities under, its amended credit facility, with respect to which the Company is currently in default of certain covenants as well as certain principal and interest payment provisions; (vi) the Company's ability to secure additional financing and/or generate sufficient cash from operations as may be necessary to fund working capital requirements and continue as a going concern; (vii) the results of the previously announced exploration of strategic alternatives; (viii) the results of the Company's internal organizational restructuring, including, without limitation, the results of the restructuring of certain sales and marketing functions through an agreement with Crossmark, Inc.; (ix) the Company's ability to manage its trade payables; and (x) the Company's ability to continue to meet the listing requirements of The Nasdaq National Market, including, without limitation, the requirement that its Class A Common Stock maintain a minimum bid price above $1.00 per share. Readers should consider these risks and factors and the impact they have when evaluating these forward-looking statements. These statements are based only on management's knowledge and expectations on the date of this press release. The Company will not necessarily update these statements or other information in this press release based on future events or circumstances. - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----