NORTHLAND CRANBERRIES, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
YEAR ENDED AUGUST 31, 2004
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
| Historical
| Adjustment
| As Adjusted
|
---|
Net revenues | | | $ | 74,045 | | $ | 0 | | $ | 74,045 | |
Cost of sales | | | | (50,969 | ) | | 0 | | | (50,969 | ) |
|
| |
| |
| |
Gross profit | | | | 23,076 | | | 0 | | | 23,076 | |
Selling, general and administrative expenses | | | | (18,996 | ) | | 0 | | | (18,996 | ) |
Write down of long-lived assets and assets held | | |
for sale | | | | (558 | ) | | 0 | | | (558 | ) |
Gain on disposal of business and property and | | |
equipment | | | | 2,851 | | | 0 | | | 2,851 | |
Other income | | | | 3,000 | | | 0 | | | 3,000 | |
|
| |
| |
| |
Income (loss) from operations | | | | 9,373 | | | 0 | | | 9,373 | |
| | | |
Interest expense | | | | (2,886 | ) | | 0 | | | (2,886 | ) |
Gain on debt extinguishment | | | | 5,339 | | | 0 | | | 5,339 | |
Interest income | | | | 47 | | | 0 | | | 47 | |
|
| |
| |
| |
Income (loss) before income taxes | | | | 11,873 | | | 0 | | | 11,873 | |
|
| |
| |
| |
Income tax benefit | | | | 6,156 | | | 0 | | | 6,156 | |
|
| |
| |
| |
Net income (loss) | | | $ | 18,029 | | $ | 0 | | $ | 18,029 | |
|
| |
| |
| |
Net income (loss) per common share: | | |
Basic: | | | $ | 0.19 | | $ | 0.00 | | $ | 0.19 | |
Diluted: | | | $ | 0.18 | | $ | 0.00 | | $ | 0.18 | |
Shares used in computing net income (loss) per | | |
share: | | |
Basic | | | | 93,403,758 | | | 93,403,758 | | | 93,403,758 | |
Diluted | | | | 100,939,523 | | | 100,939,523 | | | 100,939,523 | |
See notes to unaudited pro forma condensed consolidated financial statements.
NORTHLAND CRANBERRIES, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED MAY 31, 2005
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
| Historical
| Adjustment
| As Adjusted
|
---|
Net revenues | | | $ | 28,126 | | $ | 0 | | $ | 28,126 | |
Cost of sales | | | | (20,070 | ) | | 0 | | | (20,070 | ) |
|
| |
| |
| |
Gross profit | | | | 8,056 | | | 0 | | | 8,056 | |
Selling, general and administrative expenses | | | | (5,395 | ) | | 0 | | | (5,395 | ) |
Gain on disposal of property and equipment | | | | 13,920 | | | 0 | | | 13,920 | |
|
| |
| |
| |
Income from operations | | | | 16,581 | | | 0 | | | 16,581 | |
Interest expense | | | | (2,349 | ) | | 0 | | | (2,349 | ) |
Loss on debt extinguishment | | | | (764 | ) | | 0 | | | (764 | ) |
Interest income | | | | 128 | | | 0 | | | 128 | |
|
| |
| |
| |
Income before income taxes | | | | 13,596 | | | 0 | | | 13,596 | |
Income tax expense | | | | (6,414 | ) | | 0 | | | (6,414 | ) |
|
| |
| |
| |
Income from continuing operations | | | $ | 7,182 | | $ | 0 | | $ | 7,182 | |
|
| |
| |
| |
Income from continuing operations | | |
per common share | | |
Basic: | | | $ | 0.08 | | $ | 0.00 | | $ | 0.08 | |
Diluted: | | | $ | 0.07 | | $ | 0.00 | | $ | 0.07 | |
Shares used in computing income from continuing | | |
operations per share: | | |
Basic | | | | 94,091,633 | | | 94,091,633 | | | 94,091,633 | |
Diluted | | | | 100,303,270 | | | 100,975,372 | | | 100,975,372 | |
See notes to unaudited pro forma condensed consolidated financial statements.
NORTHLAND CRANBERRIES, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF MAY 31, 2005
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
| Historical
| Adjustment
| As Adjusted
|
---|
ASSETS | | | | | | | | | | | |
Current assets: | | |
Cash and cash equivalents | | | $ | 5,248 | | $ | 5,200 | | $ | 10,448 | |
Accounts receivable - net | | | | 1,135 | | | 0 | | | 1,135 | |
Note receivable and accounts receivable - other | | | | 2,788 | | | 0 | | | 2,788 | |
Inventories | | | | 14,093 | | | (700 | ) | | 13,393 | |
Prepaid expenses and other current assets | | | | 630 | | | 0 | | | 630 | |
Assets held for sale | | | | 1,532 | | | 0 | | | 1,532 | |
|
| |
| |
| |
Total current assets | | | | 25,426 | | | 4,500 | | | 29,926 | |
Property and equipment - net | | | | 22,893 | | | (4,900 | ) | | 17,993 | |
Other assets | | | | 809 | | | 0 | | | 809 | |
|
| |
| |
| |
Total assets | | | $ | 49,128 | | $ | (400 | ) | $ | 48,728 | |
|
| |
| |
| |
LIABILITIES AND SHAREHOLDERS' EQUITY | | |
Current liabilities: | | |
Accounts payable | | | $ | 3,653 | | $ | 0 | | $ | 3,653 | |
Accrued liabilities | | | | 2,181 | | | 0 | | | 2,181 | |
Current maturities of long-term debt: | | |
Outstanding principal payments | | | | 250 | | | 0 | | | 250 | |
|
| |
| |
| |
Total current liabilities | | | | 6,084 | | | 0 | | | 6,084 | |
| | | |
Long-term debt, less current maturities: | | |
Outstanding principal payments | | | | 225 | | | 0 | | | 225 | |
|
| |
| |
| |
Total liabilities | | | | 6,309 | | | 0 | | | 6,309 | |
|
| |
| |
| |
Shareholders' equity: | | |
Common stock - Class A, $.01 par value, 94,091,633 | | |
shares issued and outstanding | | | | 941 | | | 0 | | | 941 | |
Redeemable preferred stock - Series B, $.01 par | | |
value, 100 shares issued and outstanding | | | | 0 | | | 0 | | | 0 | |
Additional paid-in capital | | | | 154,902 | | | 0 | | | 154,902 | |
Accumulated deficit | | | | (113,024 | ) | | (400 | ) | | (113,424 | ) |
|
| |
| |
| |
Total shareholders' equity | | | | 42,819 | | | (400 | ) | | 42,419 | |
|
| |
| |
| |
Total liabilities and shareholders' equity | | | $ | 49,128 | | $ | (400 | ) | $ | 48,728 | |
|
| |
| |
| |
See notes to unaudited pro forma condensed consolidated financial statements.
NORTHLAND CRANBERRIES, INC.
NOTES TO
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
The pro forma financial data do not purport to project our results of operations for the current year or for any future period. The pro forma financial data are based upon, and should be read in connection with, the latest audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2004 and the Company’s Quarterly Report on Form 10-Q for the nine months ended May 31, 2005.
The pro forma condensed consolidated statements of income for the year ended August 31, 2004 and for the nine months ended May 31, 2005 have been prepared showing no adjustment as the purchaser entered into a long term contract to sell the cranberry crop to Northland, therefore no change in revenue or costs are anticipated as result of the sale
The pro forma condensed consolidated statements of income do not reflect the loss on the sale of a cranberry marsh of approximately $0.4 million (net of income taxes).
The unaudited pro forma condensed consolidated balance sheets as of May 31, 2005 have been prepared to reflect the sale by the Company of a cranberry marsh. The pro forma adjustments as of May 31, 2005 reflect the following (a) the receipt of cash from the sale of a cranberry marsh; and (b) the assets sold.