SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended August 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 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 of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 First Avenue South
P. O. Box 8020
Wisconsin Rapids, Wisconsin 54495-8020
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (715) 424-4444
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Class A Common
Stock, $.01 par value
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Aggregate market value of the voting stock held by non-affiliates of the
registrant as of November 24, 1999:
$115,731,621
Number of shares issued and outstanding of each of the registrant's classes of
common stock as of November 24, 1999:
Class A Common Stock, $.01 par value: 19,702,221 shares
Class B Common Stock, $.01 par value: 636,202 shares
PORTIONS OF THE FOLLOWING DOCUMENTS ARE INCORPORATED HEREIN BY REFERENCE:
Proxy Statement for 2000 annual meeting of shareholders scheduled to be held
January 5, 2000 (incorporated by reference into Part III, to the extent
indicated therein).
1999 Annual Report to Shareholders (incorporated by reference into Parts II and
IV, to the extent indicated therein).
PART I
Special Note Regarding Forward-Looking Statements
We make certain "forward-looking statements" in this Form 10-K, such
as 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 provided by the Private Securities Litigation Reform Act of 1995. You
can generally identify these forward-looking statements because we use words
such as we "believe," "anticipate," "expect" or similar words when we make them.
Whether or not these forward-looking statements will be accurate in the future
will depend on certain risks and factors including, without limitation, risks
associated with (i) the development, market share growth and continued consumer
acceptance of our branded juice products; (ii) the level of expenditures to
build the brand name equity and consumer awareness of our Northland, Seneca and
other branded product lines; (iii) strategic actions of our competitors in
pricing, marketing and advertising; (iv) agricultural factors affecting our
crop; and (v) the industry-wide supply of cranberries. 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 knowledge
and expectations on the date of this Form 10-K. We will not necessarily update
these statements or other information in this Form 10-K based on future events
or circumstances. Please read this entire Form 10-K to better understand our
business and the risks associated with our operations.
Item 1. Business.
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General
We are a grower, processor and marketer of cranberries and branded and
private label cranberry products and fruit beverages. Our products include:
o Northland brand 100% juice cranberry blends, which we sell through
supermarkets, drug store chains, mass merchandisers, club stores, foodservice
outlets and convenience stores;
o Seneca and TreeSweet bottled and canned fruit beverages, including
apple, grape, cranberry and orange juice products, and frozen juice concentrate
products, including apple, grape, cranberry and orange juice products;
o private label cranberry and other fruit drinks and other cranberry
products, which we sell to retail and wholesale customers for sale under their
own labels;
o Northland brand fresh cranberries, which we sell to retail and
wholesale customers;
o Awake frozen orange-flavored concentrate; and
o cranberry juice concentrate, cranberry sauce, single-strength
cranberry juice and frozen and whole sliced cranberries, which we sell to
industrial and ingredient customers.
We began our business in 1987 as a cranberry grower and member of the
Ocean Spray Cranberries, Inc. marketing cooperative. In 1993, we left Ocean
Spray and introduced Northland brand fresh cranberries. In October 1995, we
introduced our family of Northland 100% juice cranberry blends. By June 1997, we
had successfully achieved national distribution. In July 1998, we acquired Minot
Food Packers, Inc., a manufacturer of private label cranberry and other fruit
products. In fiscal 1999, we acquired the juice division of Seneca Foods
Corporation, including the right to produce and sell Seneca brand products,
Seneca's TreeSweet and Awake brand names, as well as additional processing,
distribution and
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receiving facilities. As of September 12, 1999, our Northland branded juice
products were available in all 50 states and in approximately 90% of
supermarkets nationwide according to data compiled by Information Resources,
Inc. ("IRI").
We had several important achievements in fiscal 1999. Included among
them:
o we surpassed $236 million in total revenues, an increase of 110%
over fiscal 1998;
o we achieved a 12.8% dollar market share in the shelf-stable
cranberry beverage market according to IRI data for the 12-weeks ended September
12, 1999, and were as high as 14.4% for the 12-weeks ended July 18, 1999;
o we acquired the juice division of Seneca, giving us a presence in
the shelf-stable apple and grape juice segments and the retail frozen juice
concentrate category, improving our bottling and distribution network and
furthering our ability to perform co-packing operations for other bottled
beverage producers;
o we completed the integration of the administration and operations of
Minot and Seneca;
o we successfully launched an enhanced Seneca juice product line which
includes four new cranberry-flavored drinks, calcium fortification and a
user-friendly, easy-grip bottle; and
o we expanded our non-branded operations to focus on private label,
contract packing, foodservice and industrial/ingredients sales, and increased
our efforts to sell our products in alternative sales channels such as mass
merchandisers, convenience stores and club stores.
Several important factors contributed to the significant revenue and
asset growth we achieved in fiscal 1999. Most significantly, we acquired several
facilities from Seneca and had eight months of sales of Seneca, TreeSweet and
Awake brand products included in fiscal 1999 total revenues. Also included in
fiscal 1999 revenues was a full year of co-packing and private label revenue
realized from our operation of the former Minot business. In fiscal 1999 we also
acquired Potomac Foods of Virginia, Inc., a broker of fruit juice concentrates
and other fruit products. We also purchased certain assets formerly owned by
Clermont, Inc. including a concentrating facility in Cornelius, Oregon, certain
equipment and inventory consisting of cranberry and other fruit concentrates.
Finally, in addition to sales of Seneca brand products, we again experienced
increased sales of our Northland 100% juice cranberry blends.
We intend to continue growing our business in the next fiscal year by
focusing our strategic efforts on:
o increasing spending on our national marketing efforts, including
continued national television advertising, to heighten consumer awareness of our
branded products and how they are different from our competitors' products;
o continuing our sales and trade promotion plan;
o continuing to pursue alternative sales channels for our products,
such as club stores and foodservice providers like restaurants, hospitals and
schools;
o strengthening our national food broker network; and
o completing the national rollout of our enhanced line of Seneca
cranberry drinks.
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In addition to producing and selling cranberry and other fruit
products, we are the world's largest cranberry grower, with 25 cranberry
producing marshes and 2,549 planted acres owned or operated in Wisconsin and
Massachusetts as of November 24, 1999. As of that date, we also maintained
multi-year crop purchase contracts with 55 independent cranberry growers to
purchase all of the cranberries harvested from an aggregate of 1,995 planted
acres.
Branded Products
Products
Our family of Northland 100% juice cranberry blends is our primary
branded product. We introduced Northland 100% juice cranberry blends in late
1995 and achieved national distribution in the summer of 1997. As of September
12, 1999, our Northland 100% juice cranberry blends were available in all 50
states and in about 90% of supermarkets nationwide. We currently produce and
sell eight flavors, including traditional cranberry, cranberry apple, cranberry
raspberry, cranberry grape, cranberry peach, cranberry cherry, cranberry
blackberry and cranberry strawberry. We have four bottle sizes available in
general distribution, including 64-ounce and 46-ounce plastic bottles in
supermarkets and 128-ounce plastic bottles and 16-ounce plastic bottle
multi-packs in warehouse clubs. We intend to introduce a new 12-ounce size in
convenience stores in early 2000.
As a result of the Seneca acquisition, we now produce and sell several
varieties of Seneca, TreeSweet and Awake brand products. Our primary Seneca
brand products include shelf-stable bottled apple juice and 100% apple juice
frozen concentrate. Seneca 100% apple juice frozen concentrate was the number
one selling frozen apple juice brand in the nation in 1998 and is available in
approximately 80% of the nation's supermarkets as of our fiscal year end. In
fiscal 1999, we launched an enhanced Seneca shelf-stable apple and white grape
juice product line that includes new labeling, a consumer-friendly easy-grip
bottle and calcium fortification. We also introduced four new Seneca brand
cranberry drinks, including cranberry cocktail, cranberry apple, cranberry
raspberry and cranberry grape. This cranberry drink product line was available
in approximately 33% of supermarkets nationwide as of the fiscal year end
according to IRI data. The new cranberry products were designed to compete
against other non-premium cranberry drink brands and to complement the Northland
brand of 100% juice products. We also sell bottled and canned fruit beverages,
including apple, grape and orange juice products, and frozen juice concentrate
products, including apple, grape, cranberry and orange juice products, under the
TreeSweet label, and frozen orange-flavored concentrate under the Awake label.
In addition to Northland 100% juice cranberry blends and our Seneca,
TreeSweet and Awake branded products, we also grow and package Northland brand
fresh cranberries and sell them in 12-ounce plastic bags mainly to food
retailers and wholesalers during the fall.
Marketing
Our principal consumer marketing strategy for our family of Northland
100% juice cranberry blends is to highlight the differences in flavor and juice
content between Northland brand 100% juice cranberry blends and many of the
competing products of Ocean Spray and others which have less than 100% juice.
Our marketing strategy includes:
o media advertising
- we used a national television advertising campaign in
fiscal 1999 designed to appeal to and be seen by our target audience and to
gain their awareness of our product, its 100%
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juice content, and the lesser juice content of many of our competitors'
products. We will continue advertising on television in fiscal 2000 by
again buying advertising time on daytime network shows and cable networks.
We also utilized a new national magazine advertising campaign in fiscal
1999. We spent approximately $9 million on these types of media advertising
in fiscal 1999 and intend to spend approximately $8-10 million on these
types of media advertising in fiscal 2000. We intend to utilize a portion
of that expense on consumer research to improve our awareness of consumer
tastes and preferences; and
o sales promotion
- we offer coupons to attract first-time buyers and give
people who already drink Northland 100% juice cranberry blends incentive to
purchase more of our products. In fiscal 2000, we intend to add the
distribution of free samples in stores and in health clubs to our
promotional program. We anticipate that our fiscal 2000 sales promotions
will be consistent with fiscal 1999 levels.
In fiscal 1999, we redesigned the Northland 100% juice label with the
intention of making the Northland name more visible on the bottle and making the
100% juice content of the product more prominently shown. In fiscal 2000, we
intend to introduce a more user friendly, easy-grip bottle to our family of
Northland 100% juice products.
Our branded juice marketing efforts are coordinated by our
President-Branded Division, our Vice President-Marketing, three brand marketing
managers and support staff personnel. Additionally, we established an integrated
customer marketing department in fiscal 1999, consisting of teams specifically
dedicated to the areas of category management, customer planning, forecasting
and trade funds management. We also upgraded our information systems to improve
our analysis of syndicated data, trade spending management and sales
forecasting. We also employ our own creative services department, including a
manager and three graphic designers, to help in marketing and promotional
efforts, and use the services of an advertising agency to help us develop our
marketing strategies.
Sales
Dollar sales of shelf-stable cranberry beverages continued to increase
in fiscal 1999, and we anticipate they will continue to increase in fiscal 2000.
We hope to realize increased sales of our branded juice products by:
o continuing to expand sales of our Northland and Seneca brand
products into alternative distribution channels such as supercenters, mass
merchandisers, club stores and drug stores
- in fiscal 1999, we made progress in introducing our brands into
new distribution channels. We intend to introduce a new 12-ounce
single-serve bottle into convenience stores and other distribution channels
in fiscal 2000;
o continuing our trade promotion plan
- on a periodic basis, we offer discounts on our products to
retailers and wholesalers to temporarily reduce the price of our products
to consumers and to obtain store display features and retail
advertisements. These efforts help to increase our product visibility and
offer the consumer savings on our products. We anticipate that we will
continue these trade promotion activities in fiscal 2000 at similar levels
as fiscal 1999, and we expect to take advantage of trade promotional
opportunities provided by our increased product offerings; and
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o continuing to increase distribution of our branded products into
certain regional supermarkets where our products are not yet available.
In fiscal 1999, in order to improve broker network management in
supermarket sales, we divided our national sales territories among three area
directors. We also established a national accounts sales team to develop the
club store, mass merchandiser, convenience store and chain drug store channels.
With the planned increase in consumer marketing spending discussed in
"Marketing," above, we expect to spend approximately $60-70 million on
advertising, promotion and slotting expenses in support of our brands in fiscal
2000. We use the term "slotting" to refer to fees that we pay to retailers in
order to secure space on their shelves for our products. In fiscal 1999, we
spent approximately $46 million on advertising, promotion and slotting.
Our branded juice sales are coordinated by our Vice President-Sales
and three area directors, as well as a sales coordinator and ten regional sales
managers. In addition to their experience with our branded products to date,
many of our sales staff personnel have prior sales experience working for
companies such as ConAgra, Inc., H.J. Heinz Company, Campbell's Soup Company,
RJR Nabisco and Welch's. Our sales staff directs distribution and sale of our
branded juice products through a network of independent food brokers throughout
the United States.
Competition
The consumer cranberry product market is large and very competitive.
Based on industry data, retail supermarket bottled shelf-stable cranberry
beverage sales were approximately $800 million for the 52-weeks ended September
12, 1999. The shelf-stable cranberry beverage market is significantly larger if
you include all sales channels as opposed to just supermarkets. Most of the
markets in which we compete are dominated by Ocean Spray. Ocean Spray is an
agricultural marketing cooperative which has certain protections under federal
anti-trust laws. Ocean Spray has over 700 member-growers, accounting for
approximately 70% of all cranberries grown in North America. Based on IRI data,
for the 12-weeks ended September 12, 1999, Ocean Spray products represented
approximately 50.6% of the supermarket shelf-stable cranberry beverage market,
down from approximately 58.8% for the 12-weeks ended September 13, 1998. We had
the second largest market share for the 12-weeks ended September 12, 1999 with
12.8%.
Northland 100% juice cranberry blends compete with:
o Ocean Spray's branded cranberry juice products;
o branded cranberry juice products of other producers;
o private label cranberry juice products; and
o other juice and beverage products.
Our Northland branded juice products are 100% juice cranberry blends.
Many of our competitors' products are made up of much less than 100% juice. For
example, Ocean Spray's Cranberry Juice Cocktail contains only up to 27%
cranberry juice with the remainder being water and high fructose corn syrup.
Like Ocean Spray, many other competitors' juices use sugar or corn syrup
additives as sweeteners. We believe that we have an advantage over many of our
competitors due to the perceived benefits of our 100% juice products. We also
believe that the continued success of our branded juice products will depend on
whether consumers will continue to think highly of its quality and taste
compared to that of our competitors' products.
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Northland 100% juice cranberry blends are premium-priced products. Our
products compete mainly with other premium-priced branded cranberry beverages,
but also with private label products which are usually lower priced.
We expect that Ocean Spray will continue to compete aggressively
against our 100% juice cranberry blend products, possibly by increasing
advertising of its 100% juice product line, reducing product pricing, increasing
its trade promotions or other actions. Ocean Spray has significantly more
experience in the fruit juice markets than we do, as well as greater brand name
recognition and greater marketing and distribution resources. We cannot be
certain that we will be successful in competing against Ocean Spray.
The addition of the products we acquired in the Seneca acquisition
allowed us to compete for the first time in fiscal 1999 in the markets for
frozen juice concentrate and shelf-stable canned fruit juices and drinks. Our
principal competitors in the frozen juice concentrate market include several
established brand names such as Welch's, TreeTop and Tropicana. Our principal
competitors in the market for shelf-stable canned fruit juices and drinks
include Mott's and Minute Maid. Many of these competitors have greater brand
name recognition and greater marketing and distribution resources than we do.
Ocean Spray does not compete in either the frozen juice concentrate market or
the shelf-stable canned fruit juice market.
Non-Branded Products
Products and Services
In addition to our branded products we discussed above, we also sell
several non-branded products and services. Our non-branded products generally
include:
o private label and foodservice cranberry juice cocktail and blended
cranberry juice products;
o private label and foodservice apple, orange, pineapple, grape,
grapefruit and lemon juice;
o industrial cranberry concentrate;
o jellied and whole cranberry sauce;
o frozen and whole sliced cranberries;
o single-strength cranberry juice;
o sports drinks; and
o ready-to-drink teas.
Our major non-branded products are private label cranberry juice,
particularly cranberry juice cocktail and blended cranberry juice products, and
other fruit juices. We use the term "private label" to refer to products which
we manufacture and sell to customers who sell those products to consumers under
their own non-branded labels. In fiscal 1999, we substantially increased sales
of private label cranberry sauce over fiscal 1998 levels. We were able to
realize substantially increased sales of private label products in fiscal 1999
primarily as a result of a full year of operations of the business we acquired
from Minot and approximately eight months of operations of the business we
acquired from Seneca.
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We established our foodservice business in fiscal 1999 by expanding on
the established foodservice customer base we acquired in the Seneca acquisition.
Our foodservice business manufactures and markets juice and cranberry sauce
products in industry-specific packaging to businesses and public institutions
such as restaurants, hotels, airlines, schools and hospitals. We offer our
foodservice products in a variety of sizes and package them under our own Meadow
Valley label, the customer's own label, or under our other brand labels such as
Northland, Seneca or TreeSweet.
In addition to our foodservice business, we also offer frozen
cranberries, single-strength cranberry juice, cranberry concentrate, fruit
purees and northeastern Concord grape and other juice concentrates to
industrial/ingredients customers. We expanded our industrial/ingredients
operations in fiscal 1999 through the acquisition of an additional concentrate
facility in Cornelius, Oregon as well as the acquisition of Potomac Foods of
Virginia, Inc., a broker of fruit juices and other fruit products, and the
addition of associated management personnel.
In addition to sales of non-branded products we described above, we
also offer certain services to our customers through our non-branded operations.
The most significant of those services in fiscal 1999 was co-packing. We use the
term "co-packing" to refer to the manufacture of products for other marketing
companies for eventual distribution and sale under those entities' labels. Our
acquisition of Minot gave us our first bottling facility along with bottling
expertise. That expertise and bottling facility, combined with Minot's
established customer base and the facilities and customer base we acquired in
the Seneca acquisition, allowed us to recognize substantially increased revenues
from providing co-packing services to customers in fiscal 1999. Continued growth
of our co-packing services represents a key element in our overall business
strategy.
Marketing and Sales
Our marketing and sales efforts for our non-branded products are
different from our efforts for our branded products. This is mainly because we
market our branded products directly to the consumer, while we sell non-branded
products to retail and other customers who then either market those products
under their own labels or use those products to make other consumer products. As
a result, our non-branded marketing efforts do not include media advertising or
other traditional branded product marketing support. Rather, we market our
private label products three primary ways:
o We compete on the basis of strong historical supplier
relationships and quality assurance. Many sellers of private label products
maintain relationships with their historical suppliers. The Minot and
Seneca acquisitions provided us with a longstanding private label customer
base. Because we are able to perform our own bottling operations, we can
also provide better quality assurance to our private label customers.
o We offer product variety to retail customers. Since we work
with retail buyers on an ongoing basis, we are able to supply some of their
private label fruit juice needs as well as their branded juice needs. We
provide category management opportunities to retailers through our wide
variety of branded and private label juice and other fruit products.
o We compete on the basis of price. Many private label juice
products are low-cost national brand name alternatives that appeal to
consumers who typically buy lower-priced products. As a result, private
label suppliers must be low cost providers. We believe we may have a
competitive advantage in private label markets over many of our competitors
because we grow most of our own cranberries. As a result, we have
historically had a lower cost for our cranberries. Additionally, our
strategic plant locations that are close to our customers allows for
reduced freight costs.
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In addition, we have expanded and intend to continue expanding our
sales efforts into new sales channels such as foodservice providers and club
stores. To better manage this process, we undertook a internal restructuring in
fiscal 1998, creating separate organizational structures for private label, club
stores/mass merchandisers, foodservice and contract packing relations, all of
which report to our non-branded group president. We further realigned our
operating infrastructure in fiscal 1999, adding additional personnel to support
increased sales of our non-branded products.
Most of our non-branded revenues resulted from sales of private label
products and performing co-packing services in fiscal 1999. We also
substantially increased revenues generated from the sale of private label
cranberry sauce. Sales of other non-branded products, such as single-strength
cranberry juice and frozen cranberries, did not have a material impact on our
revenues in fiscal 1999. We intend to continue to pursue sales opportunities for
our non-branded products in the foodservice and industrial/ingredients markets
in fiscal 2000.
Competition
Competition in private label is based mainly on price. Also, the
private label markets are characterized by longstanding relationships between
retailers and private label manufacturers, and by retailers who are reluctant to
approve new manufacturers and vendors. As a result, before we acquired Minot and
Seneca, we were largely unsuccessful in our attempts to compete in private
label. The acquisition of Minot and Seneca provided us with an established base
of private label customers, and we were able to compete in fiscal 1999 in the
market for private label cranberry juice, sauce, other processed cranberry
products and other private label fruit juices with a small number of other
private label manufacturers, including primarily Clement Pappas & Co. and
Cliffstar Corporation. These and other private label processors have significant
experience in the private label fruit juice and processed cranberry products
markets and have established bottling operations and customer bases. We may not
be successful in competing against certain major independent processors.
Private label cranberry products also compete against branded
cranberry products. Our private label products may not be able to compete
successfully against private label products of other suppliers, or the branded
products of Ocean Spray or others.
We also compete for the sale of cranberry concentrate, single-strength
cranberry juice and frozen whole and sliced cranberries to industrial customers,
such as food processors and foodservice companies. In fiscal 1999, cranberry
concentrate was our principal industrial product in terms of sales volume. Our
industrial customer base includes several major food processing firms. We
believe our own ability to grow and internally process cranberries allows us to
offer a reliable supply of high quality, competitively priced cranberry products
to our industrial customers.
Manufacturing
Processing and Bottling
An important part of our business strategy is our ability to process
our grown and purchased cranberries, as well as our ability to bottle our own
branded and private label products. We now own four bottling and packaging
facilities. All of these facilities have complete PET bottling capabilities. In
addition to production and dry warehousing, all of these facilities also have
cold storage for ingredients and bulk ingredient handling capability. Freezer
storage for ingredients and finished product is available at all locations
except Jackson, Wisconsin. We also augment our warehouse capacity with outside
contract facilities.
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We utilize these bottling facilities, and the others we describe
below, at different stages in the processing and bottling of cranberries and
cranberry-based products. For example:
o raw cranberries are brought to our receiving stations. We own a
150,000 square foot receiving station and fresh fruit packaging facility in
Wisconsin Rapids, Wisconsin and a 49,000 square foot receiving station in
Massachusetts. These receiving stations, along with contract receiving
facilities in Wisconsin and Oregon, clean and sort raw cranberries;
o after sorting, the cranberries we sell as fresh fruit during
the fall are stored in temperature-controlled facilities until they are
packaged and distributed for sale. Cranberries we use to make our juice and
other cranberry products are cleaned, sorted and stored in our freezer
facilities around the country, including our 65,000 square foot freezer
facility in Wisconsin Rapids and our 63,000 square foot freezer facility in
Bridgeton, New Jersey, or at independent freezer facilities, until they are
sent to one of our processing plants;
o frozen raw cranberries are pressed and concentrated at one of
our processing plants in Wisconsin Rapids, Wisconsin, Cornelius, Oregon or
Mountain Home, North Carolina. The resulting concentrated cranberry juice
is stored frozen and then shipped either to bulk ingredient customers or to
a Northland owned or contracted bottling facility. The Bridgeton, New
Jersey plant presses cranberries into single strength juice used in private
label or branded bottle juice products. These multiple pressing and
concentrating locations allow the processing of cranberries in all of the
key growing areas around the country; and
o our grape receiving station in Portland, New York receives and
consolidates grape deliveries from our contractual relationship with
Westfield Maid Cooperative, a cooperative of Concord grape growers in the
Lake Erie grape belt. After receiving, the grapes are then shipped to our
7,000 square-foot grape processing plant in Dundee, New York where they are
pressed into grape juice. The grape juice is stored in owned and contracted
refrigerated storage and converted throughout the year to grape juice
concentrate for sale to bulk ingredient customers, or are used in bottled
and frozen juice products.
While we now have a substantial company owned manufacturing network,
strategic contract packaging facilities are still employed on the west coast to
effectively service our growing presence in that market. Packaging contracts
exist in Los Angeles, Yuba City and Ventura, California, and Prosser,
Washington.
Distribution Network
We have an internal transportation department that contracts with
independent carriers to distribute our products to various grocery stores and
retail outlets. We currently have 11 distribution centers owned or under
contract, including our distribution center in Bridgeton, New Jersey, the
distribution center and warehouse in Eau Claire, Michigan that we acquired
through the Seneca acquisition, as well the processing plants in Jackson, Dundee
and Mountain Home that we acquired through the Seneca acquisition which also act
as distribution centers. We also utilize owned and contracted warehouse
facilities at strategic locations throughout the country. We believe that our
distribution centers and warehouse locations, combined with the strategic
locations of our current co-packers, lowers our freight and production costs, as
well as allows for timely response to customer demands.
Agricultural Operations
An important factor in successfully implementing our business
strategy, and one of the major differences between us and many of our
competitors, is our ability to grow a significant and reliable
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supply of cranberries on our owned or leased properties. We are the world's
largest cranberry grower, with 25 owned or operated properties and approximately
2,549 planted acres in Wisconsin and Massachusetts as of November 24, 1999. In
the fall of 1998 (i.e., fiscal 1999), we harvested approximately 392,000 barrels
from 2,423 acres, the second largest harvest in our history. The large harvest
was due in part to the maturation of hybrid high-yield cranberry vines which we
planted in our expansion program in prior years.
To supplement our own internal supply of cranberries, we also contract
with other cranberry growers in Wisconsin and Oregon to purchase their crop. In
fiscal 1999, we bought approximately 190,000 barrels of cranberries from other
growers and acquired additional barrels through the acquisitions that we
completed during the fiscal year. As of November 24, 1999, we maintain
multi-year crop purchase contracts with 55 independent cranberry growers to
purchase all of the cranberries harvested from an aggregate of 1,995 planted
acres. None of these contracts expires in fiscal 2000. The ability to harvest
our own fruit in both Wisconsin and Massachusetts, combined with the contracted
acreage, provides us with geographical diversity in our crop and spreads our
agricultural risk. We expect the quantity of cranberries purchased under these
contracts to increase in future years as the contracted marsh acreage matures
and becomes more productive. However, we cannot be certain that these contracts
will be renewed when they expire.
We have increased our planted acreage over time mainly through marsh
acquisitions and our own internal planting program. From August 1987 through
November 24, 1999, we added, through acquisitions or leases, a total of 20 marsh
properties. During this period, our total planted acreage has increased 656%,
from 337 acres to 2,549 acres. We did not acquire any additional marsh
properties in fiscal 1999.
The quality and quantity of cranberries produced in any given year is
dependent upon certain factors which we have little control over. For example,
extremes in temperature, rainfall levels, storms and hail, or crop infestations
can all adversely impact the production in any crop year. While we make efforts
to reduce the potential adverse effects that these factors may have on our
internal crop, our cranberry production remains subject to these agricultural
factors.
We also have crop insurance coverage for all of our marshes which is
subsidized by the federal government. These policies help insure against bad
weather and other contingencies which may affect our crop. They generally insure
us for at least 50% of the average crop yield on each marsh over the past 10
years.
Regulation
Cranberry Products Regulation
The production, packaging, labeling, marketing and distribution of our
fresh cranberries and cranberry juice products are subject to the rules and
regulations of various federal, state and local food and health agencies,
including the United States Food and Drug Administration, the United States
Department of Agriculture, the Federal Trade Commission and the Environmental
Protection Agency. We believe we have complied, and will be able to comply, in
all material respects with such rules, regulations and laws.
Environmental and Other Governmental Regulation
It can be difficult under federal laws for cranberry growers and other
developers to obtain permits to create new cranberry marshes in wetlands in the
United States. To do so, such growers must generally observe a "no net loss" of
wetlands policy. That is, they must show that the proposed development activity
will not result in a loss of wetland acreage, or they must restore the
functional value of
-11-
acreage they propose to disturb. Given this strict requirement, as well as
strict water quality legislation in Wisconsin and Massachusetts, we believe it
is currently unlikely that we, or other cranberry growers or developers in North
America, will be able to secure permits for cranberry marsh development or
expansion in wetland acreage. However, we and other growers or developers may
renovate existing wetland acreage from time to time and replant older cranberry
vine varieties with higher-yielding vine varieties. Also, certain developers
have begun to create upland cranberry marshes, which are marshes that are not on
wetland acreage. We do not know whether upland marshes, if successful, will
increase the available supply of cranberries in the future.
Pursuant to permits previously received, in the past several years
certain growers have planted, cultivated, and developd new cranberry-producing
acreage in several states and abroad, particularly in Canada. Many of these
previously planted acres have recently become productive or should become
productive in the near future.
We are currently taking steps to clean up certain contamination caused
by underground storage tanks at one of our marshes in Wisconsin, one in
Massachusetts and at our plant site in Cornelius, Orgeon. We have removed the
tanks, or in the case of the Cornelius plant, the tank had already been removed
prior to our purchase of the property. All of the sites have been reported to
the appropriate state regulatory agencies. Our clean-up activities are subject
to state supervision. Based on information available as of August 31, 1999, we
believe most of the costs of such activities will be covered by state
reimbursement funds (except in the case of the Massachusetts property), or
claims against the prior owners of the properties. We do not expect to incur
material liabilities as a result of these activities.
The Wisconsin Department of Natural Resources approved regulations
which became effective in May 1998 and which amended parts of the Wisconsin
Administrative Code to make it easier to obtain the DNR's approval to maintain
existing cranberry marshes and to obtain state water quality certification to
conduct activities in wetlands under a federal permit. However, as a result of
the continued federal restrictions on wetland development and the long lead-time
associated with the planting and maturation of cranberry vines, we do not expect
the regulations to materially affect the supply of cranberries in Wisconsin in
the near term.
The Cranberry Marketing Committee ("CMC") of the United States
Department of Agriculture ("USDA") has the authority to recommend that the
Secretary of the USDA impose harvest volume restrictions on cranberry growers if
the CMC believes that there will be an oversupply of cranberries for the coming
marketing year. The USDA has not imposed such restrictions since 1971. However,
following the two most recent record crop years, there has been a significant
increase in the available supply of cranberries.
Given this current supply, the CMC is in the process of considering
the implementation of a grower volume regulation for the 2000 crop year. A
volume regulation would restrict the number of cranberries that growers may
deliver to a processor. The intent of the regulation would be an attempt to
align the supply of cranberries with existing demand. As both a grower and a
processor of cranberries, we don't currently anticipate that such a volume
regulation would have a material adverse affect on our results of operations in
the near term.
We don't expect environmental or other governmental legislation or
regulation to have a material effect on our capital expenditures, results of
operations or competitive position, other than as we have described above.
-12-
Seasonality
Before fiscal 1997, our business was very seasonal because we sold
most of our crop to cranberry processors. Now that we have evolved from a
cranberry grower to a consumer products company, we expect to reduce the
seasonality of our business because we will offer our products for sale
throughout the entire year. We do expect, however, that our results of
operations will continue to fluctuate from quarter to quarter depending mainly
upon the level of media advertising and other promotional expenditures in any
given quarter.
Materials and Supplies
We buy bottles, caps, flavorings, juices and packaging either from our
co-packers or independent third parties. We get most of the materials and
supplies necessary for growing and cultivating cranberries, including water and
sand, from our own marshes. We purchase and expect to continue purchasing most
of our fertilizer and pesticides from our subsidiary, Wildhawk, Inc. We purchase
the rest of the raw materials and supplies, including the materials used to
package our fresh fruit, from various sources.
If necessary, we believe we would be able to find other sources for
raw materials and supplies without a material delay or adverse effect on our
business.
Trademarks and Formulae
We own the Northland, TreeSweet, Awake and Minot trademarks, which are
registered in the United States Patent and Trademark Office. We have also
entered into a 99-year license agreement with Seneca which allows us to market
and sell Seneca brand juice and concentrate. The Northland and Seneca trademarks
are important in the sale of our branded cranberry juice and other fruit juice
and fruit products.
We use proprietary flavor formulations to make our cranberry blends.
We protect the confidentiality of these formulations by requiring co-packers to
enter into confidentiality agreements with us.
Employees
As of August 31, 1999, we had 942 full-time employees, as compared to
212 as of August 31, 1998. In addition to our full-time employees, we hired:
o approximately 90 seasonal workers during the 1999 crop cultivation
season;
o approximately 285 seasonal workers to harvest our crop; and
o approximately 120 seasonal employees to operate the cranberry
processing facility in Wisconsin Rapids from September through December 1998.
We have entered into collective bargaining agreements with unions
representing the former Minot employees in New Jersey. Those agreements cover
about 240 employees and expire on May 14, 2001. We have also entered into a
collective bargaining agreement with a union representing the former Seneca
employees in Jackson, Wisconsin. That agreement covers about 102 employees and
expires on December 28, 2001. We believe our current relationships with our
employees, both union and non-union, are good.
-13-
Item 2. Properties
- ------ ----------
In Wisconsin Rapids, Wisconsin we own three office buildings,
including our corporate headquarters, an office building near our processing
plant and the Northland Conference Center. We also own a 150,000 square foot
receiving station and fresh fruit packaging facility located on 40 acres which
we use to clean and store processed and fresh cranberries. Also in Wisconsin
Rapids, we own a 16,000 square foot juice concentrating facility.
In Bridgeton, New Jersey, we own a 299,000 square foot facility that
includes 81,000 square feet of production area and dry warehousing of 137,000
square feet.
In Dundee, New York, we own a bottling and packaging plant totaling
152,000 square feet, including 46,000 square feet of production area and 58,000
square feet of dry warehouse.
Our bottling and packaging facility in Mountain Home, North Carolina
totals 223,000 square feet, including 64,000 square feet of production area and
122,000 square feet of dry warehouse.
In Jackson, Wisconsin, we own a bottling facility totaling 187,000
square feet including 109,000 square feet of production area and 62,000 square
feet of dry warehouse.
We own a 46,000 square foot pressing and juice concentrating facility
and dry warehouse in Cornelius, Oregon.
In Eau Claire, Michigan, we own a 79,000 square foot storage facility
and distribution center.
We own a 1,800 square foot grape receiving station in Portland, New
York.
We also own a 49,000 square foot receiving station located on a
seven-acre parcel of land adjacent to the Hanson Division bogs in Massachusetts.
In addition to our facilities, we own 22 cranberry marshes and lease
another three. We have set forth in the following table information about each
of our 25 cranberry marshes as of November 24, 1999. We own all of these marshes
in fee simple (or we lease them, in either case as indicated below), subject to
mortgages (except for the Dandy Creek, Nantucket and Hills Division Marshes and
one of the two marshes in each of the Associate and Crawford Creek Divisions).
All of our marshes have storage buildings and repair shops for machinery, trucks
and harvest and irrigation equipment. Each also has a house on site or close to
the site which serves as the marsh manager's residence. Many of our marshes also
have residences for assistant marsh managers. We believe that all of our
facilities are suitable and adequate for our existing needs.
-14-
Marsh Division Name and Location November 24, 1999
- -------------------------------- --------------------------- Calendar Year
Approximate Approximate Acquired
Marsh Acres Planted Acres or Leased
----------- ------------- ---------
Associates Division (two marshes), Jackson County, Wisconsin..... 4,198 159 1983/1996
Meadow Valley Division, Jackson County, Wisconsin................ 2,150 77 1984
Fifield Division, Price County, Wisconsin........................ 2,460 196 1985
Three Lakes Division, Oneida County, Wisconsin................... 1,542 82 1985
Chittamo Division, Douglas and Washburn Counties, Wisconsin...... 620 55 1985
Biron Division, Wood County, Wisconsin........................... 473 212 1987
Warrens Division, Monroe County, Wisconsin....................... 160 63 1987
Trego Division, Washburn County, Wisconsin....................... 1,715 96 1988
Gordon Division, Douglas County, Wisconsin....................... 880 149 1988
Mather Division, Juneau County, Wisconsin........................ 2,500 148 1989
Nekoosa Division (two marshes), Wood County, Wisconsin........... 569 85 1989
Nantucket Division (two marshes), Nantucket County,
Massachusetts (leased)......................................... 737 211 1990
Crawford Creek Division (two marshes), Jackson County,
Wisconsin...................................................... 304 135 1991
Hills Division, Jackson County, Wisconsin (leased)............... 465 70 1991
Hanson Division (two marshes), Plymouth County, Massachusetts.... 2,025 322 1993
Yellow River (two marshes), Juneau County, Wisconsin............. 1,714 252 1994
Dandy Creek, Monroe County, Wisconsin............................ 350 55 1996
Manitowish Waters (two marshes), Vilas County, Wisconsin......... 345 182 1996
--- ---
Total......................................................... 23,207 2,549
====== =====
Item 3. Legal Proceedings.
- ------ -----------------
As of the date hereof, we are not a party to any legal proceedings
which, in our opinion, would have a material adverse effect on our results of
operations or financial condition if they were determined unfavorably to us.
Item 4. Submission of Matters to a Vote of Shareholders.
- ------ -----------------------------------------------
We did not submit any matters to a vote of our shareholders during the
fourth quarter of fiscal 1999.
-15-
Executive Officers
------------------
As of November 24, 1999, each of our executive officers is identified
below together with information about each officer's age, current position with
us and employment history for at least the past five years:
Name Age Current Position
- ---- --- ----------------
John Swendrowski 51 Chairman of the Board and
Chief Executive Officer
Robert E. Hawk 44 Group President - Non-Branded Divisions
Scott R. Corriveau 41 Branded Division President
John A. Pazurek 50 Vice President - Finance, Treasurer and
Chief Financial Officer
David J. Lukas 57 Senior Vice President - Administration,
Secretary and Corporate Counsel
William J. Haddow 51 Vice President - Purchasing and
Logistics
Steven E. Klus 53 Manufacturing Division President
Ricke A. Kress 48 Private Label Division President
John B. Stauner 37 Agricultural Operations Division President
Robert M. Wilson 43 Industrial/Ingredients Division President
John Swendrowski originally founded Northland in 1987 and has served
as our Chief Executive Officer since that time.
Robert E. Hawk was appointed Group President-Non-Branded Divisions in
August 1998. Before that, he served as our Executive Vice President since
October 1996; Vice President - Sales, Marketing and Special Projects since
January 1993; and Vice President - Operations since January 1989.
Scott R. Corriveau became our Branded Division President in December
1998. Before that, Mr. Corriveau held sales and marketing positions with Cadbury
Beverages PLC, based in London, England, since 1989. His positions with Cadbury
Beverages included Vice President, Sales and Customer Marketing of the Dr.
Pepper/7Up Premier Beverages Division since 1997 and Vice President, Customer
Marketing of the Mott's U.S.A. Division since 1995.
John A. Pazurek is a certified public accountant who joined us as
Controller and Principal Accounting Officer in May 1987. In May 1990, he was
promoted to Vice President-Finance and in August 1993 he was promoted to
Treasurer. In October 1996, Mr. Pazurek was also appointed Chief Financial
Officer.
David J. Lukas has been with us since April 1992 when he joined us as
Vice President of Human Resources and Corporate Counsel. In May 1995 he was
promoted to Secretary and in August 1996 to Vice President-Administration. In
September 1998, he was promoted to Senior Vice President-Administration,
Secretary and Corporate Counsel. Before joining us, he practiced law in
Wisconsin Rapids for over 20 years.
Bill Haddow was named Vice President - Purchasing and Logistics in
September 1998. Before that, he served as Vice President-Purchasing,
Transportation and Budget since October 1996; Vice President-Purchasing and
Transportation from May 1993; and Assistant Vice President-Purchasing from 1989.
-16-
We named Steve Klus our Manufacturing Division President in September
1998. He joined us in April 1996 as the Director of Strategic Product Planning.
He was appointed Vice President-Manufacturing in October 1996. Before that, he
served as President-Eastern Division of Seneca Foods Corporation in New York
from May 1990.
Ricke Kress was appointed Private Label Division President in November
1998. Prior to that time, he held several positions with Seneca Foods
Corporation, including serving as its Senior Vice President - Technical Services
since June 1997, President-Juice Division since October 1995 and Senior Vice
President-Operations since June 1994.
John Stauner became our Agricultural Division President in September
1998. Before that, he was our Vice President-Agricultural Operations since
October 1996; Vice President-Operations from May 1995; and Assistant Vice
President of Operations since we were formed in 1987.
Robert M. Wilson joined us as our Industrial-Ingredients Division
President in April 1999 when we purchased Potomac Foods of Virginia, Inc., a
broker of fruit juices and other fruit products. Before that, he was the
President and owner of Potomac Foods of Virginia, Inc., since 1986.
Our executive officers are generally elected annually by the Board of
Directors after the annual meeting of shareholders. Each executive officer holds
office until his successor has been duly qualified and elected or until his
earlier death, resignation or removal.
-17-
PART II
-------
Item 5. Market for the Company's Common Equity and Related Shareholder
---------------------------------------------------------------------
Matters.
-------
Sale Price Range of Class A Common Stock (1)
- --------------------------------------------------------------------------------
First Quarter Second Quarter Third Quarter Fourth Quarter
- --------------------------------------------------------------------------------
Fiscal Year Ended August 31, 1999
High $15.00 $14.06 $9.56 $9.19
Low $8.75 $7.38 $6.44 $6.56
Fiscal Year Ended August 31, 1998
High $21.25 $16.50 $19.13 $16.13
Low $13.00 $12.63 $12.75 $9.63
- ---------------
1. The range of sale prices listed for each quarter includes intra-day trading
prices as reported on The Nasdaq Stock Market. These quotations represent
inter-dealer prices, without retail mark-up, mark-down, or commissions, and
may not necessarily represent actual transactions.
On November 24, 1999, there were approximately 12,700 beneficial
shareholders for the shares of our Class A Common Stock and two shareholders of
record for the shares of our Class B Common Stock. Shares of our Class A Common
Stock trade on The Nasdaq Stock Market under the symbol CBRYA. No public market
exists for the shares of our Class B Common Stock.
See Item 6 for information on cash dividends paid on our Common Stock.
On November 23, 1999, the last sale price of shares of our Class A Common Stock
was $6.28 per share.
Item 6. Selected Financial Data.
- ------ -----------------------
Pursuant to Instruction G, we have incorporated the information
required by this Item by reference from information under the caption "Selected
Financial Data" and "Notes to Consolidated Financial Statements" in our 1999
Annual Report to Shareholders.
Item 7. Management's Discussion and Analysis of Financial Condition and
- ------ ----------------------------------------------------------------------
Results of Operations.
---------------------
Pursuant to Instruction G, we have incorporated the information
required by this Item by reference from information under the caption
"Management's Discussion and Analysis of Results of Operations and Financial
Condition" in our Annual Report.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
- ------- ----------------------------------------------------------
Pursuant to Instruction G, we have incorporated the information
required by this Item by reference from information under the caption
"Management's Discussion and Analysis of Results of Operations and Financial
Condition" in our Annual Report.
-18-
Item 8. Financial Statements and Supplementary Data.
- ------ -------------------------------------------
Pursuant to Instruction G, we have incorporated by reference our
Consolidated Balance Sheets as of August 31, 1999 and 1998, our Consolidated
Statements of Earnings, Cash Flows and Shareholders' Equity for the years ended
August 31, 1999, 1998 and 1997, together with the related Notes to Consolidated
Financial Statements (including supplementary financial data) from information
under the captions having substantially the same titles in the Annual Report. We
have also incorporated certain information required by this Item by reference
from information under the caption "Management's Discussion and Analysis of
Results of Operations and Financial Condition-Quarterly Results" in our Annual
Report.
Item 9. Changes in and Disagreements with Accountants on Accounting and
- ------ ----------------------------------------------------------------------
Financial Disclosure.
--------------------
None.
-19-
PART III
--------
Item 10. Directors and Executive Officers of the Company.
- ------- -----------------------------------------------
Pursuant to Instruction G, we have incorporated the information
required by this Item with respect to directors by reference to the information
set forth under the caption "Election of Directors" in our definitive proxy
statement for our 2000 annual meeting of shareholders filed with the Commission
pursuant to Regulation 14A on November 23, 1999. The information required by
Item 405 of Regulation S-K is also incorporated by reference to the information
set forth under the caption "Other MattersCSection 16(a) Beneficial Ownership
Reporting Compliance" in the Proxy Statement. The required information with
respect to executive officers appears at the end of Part I of this Form 10-K.
Item 11. Executive Compensation.
- ------- ----------------------
Pursuant to Instruction G, we have incorporated the information
required by this Item by reference to the information set forth under the
caption "Executive Compensation" in the Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
- ------- --------------------------------------------------------------
Pursuant to Instruction G, we have incorporated the information
required by this Item by reference to the information set forth under the
caption "Stock Ownership of Management and Others" in the Proxy Statement.
Item 13. Certain Relationships and Related Transactions.
- ------- ----------------------------------------------
Pursuant to Instruction G, we have incorporated the information
required by this Item by reference to the information set forth under the
caption "Other Matters-Certain Transactions" in the Proxy Statement.
-20-
PART IV
-------
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
- ------- ---------------------------------------------------------------
(a)(1) We have incorporated by reference the financial statements of
Northland Cranberries, Inc., consisting of our consolidated balance sheets as of
August 31, 1999 and 1998, consolidated statements of earnings, cash flows and
shareholders' equity for the fiscal years ended August 31, 1999, 1998 and 1997,
notes to consolidated financial statements and independent auditors' report,
from information under the captions having substantially the same titles in our
Annual Report.
(a)(2) Schedule II, Valuation and Qualifying Accounts, is filed
herewith. We have omitted other schedules because they are not required or not
applicable, or the information required to be shown is included in our financial
statements and related notes.
(a)(3) The exhibits we have filed herewith or incorporated by
reference herein are set forth on the attached Exhibit Index.*
(b) We did not file any Current Reports on Form 8-K with the
Securities and Exchange Commission during the fourth quarter of fiscal 1999.
* We will furnish to shareholders the Exhibits to this Form 10-K, including
long-term debt instruments disclosed in Exhibit 4.5, on request and advance
payment of a fee of $0.20 per page, plus mailing expenses. Requests for
copies should be addressed to John A. Pazurek, Chief Financial Officer,
Northland Cranberries, Inc., 800 First Avenue South, P.O. Box 8020,
Wisconsin Rapids, Wisconsin 54495-8020.
-21-
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Company has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
NORTHLAND CRANBERRIES, INC.
Date: November 24, 1999 By: /s/ John Swendrowski
--------------------------------
John Swendrowski
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this report has been signed on November 24, 1999 below by the
following persons on behalf of the Company and in the capacities indicated.
By: /s/ John Swendrowski By: /s/ John C. Seramur
----------------------------------- ----------------------------------
John Swendrowski John C. Seramur
Chairman of the Board, Director
Chief Executive Officer and Director
By: /s/ John A. Pazurek By: /s/ LeRoy J. Miles
----------------------------------- ----------------------------------
John A. Pazurek LeRoy J. Miles
Vice President-Finance, Treasurer, Director
Chief Financial Officer and
Chief Accounting Officer
By: /s/ Jeffrey J. Jones By: /s/ Robert E. Hawk
----------------------------------- ----------------------------------
Jeffrey J. Jones Robert E. Hawk
Director Group President - Non-Branded
Divisions and Director
By: /s/ Patrick F. Brennan By: /s/ Pat Richter
----------------------------------- ----------------------------------
Patrick F. Brennan Pat Richter
Director Director
-22-
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Board of Directors of Northland Cranberries, Inc.:
We have audited the consolidated financial statements of Northland Cranberries,
Inc. and subsidiaries as of August 31, 1999 and 1998 and for each of the three
years in the period ended August 31, 1999, and have issued our report thereon
dated October 20, 1999. Such financial statements and report are included in
your 1999 Annual Report to Shareholders and are incorporated herein by
reference. Our audits also included the consolidated financial statement
schedule of Northland Cranberries, Inc. and subsidiaries, listed in Item 14.
This consolidated financial statement schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, such consolidated financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly in all material respects the information set forth
therein.
Deloitte & Touche LLP
Milwaukee, Wisconsin
October 20, 1999
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Description Year ended August 31,
- ----------- --------------------
1999 1998 1997
---- ---- ----
Valuation accounts deducted in balance sheet from
assets to which they apply -
Accounts receivable - allowance for losses:
Balances at beginning of period $ - $ - $ -
Additions - Charged to expense 600,000
Deductions - Bad debts written off, net of recoveries
------------------------
Balances at end of period $600,000 $ - $ -
========================
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ---------- -----------
2 Asset Purchase Agreement, dated as of December 2, 1998, by and between
the Company and Seneca Foods Corporation. [Incorporated by reference
to Exhibit 2.0 to the Company's Current Report on Form 8-K.]
3.1 Articles of Incorporation, as amended, dated January 8, 1997.
[Incorporated by reference to Exhibit 3.4 to the Company's Form 10-K
for the fiscal year ended August 31, 1996.]
3.2 By-Laws of the Company, as amended and restated. [Incorporated by
reference to Exhibit 3.3 to the Company's Form 10-K for the fiscal
year ended August 31, 1998.]
4.1 Secured Promissory Note, dated as of June 14, 1989, issued by the
Company to The Equitable Life Assurance Society of the United States.
[Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K
dated July 7, 1989.]
4.2 Mortgage and Security Agreement, dated as of June 14, 1989, from the
Company to The Equitable Life Assurance Society of the United States.
[Incorporated by reference to Exhibit 10.2 to the Company's Form 8-K
dated July 7, 1989.]
4.3 Mortgage and Security Agreement dated July 9, 1993, between the
Company and The Equitable Life Assurance Society of the United States.
[Incorporated by reference to Exhibit 4.8 to the Company's Form 10-Q
dated November 12, 1993.]
4.4 Modification Agreement, dated as of July 9, 1993, between the Company
and The Equitable Life Assurance Society of the United States.
[Incorporated by reference to Exhibit 4.9 to the Company's Form 10-Q
dated November 12, 1993.]
4.5 Credit Agreement, dated as of March 15, 1999, by and among the
Company, various financial institutions Firstar Bank, N.A. (formerly
Firstar Bank Milwaukee, N.A.), as Agent. [Incorporated by reference to
Exhibit 10 to the Company's Form 10-Q for the quarter ended February
28, 1999.]
4.6 Secured Promissory Note, dated July 9, 1993, between the Company and
The Equitable Life Assurance Society of the United States.
[Incorporated by reference to Exhibit 4.23 to the Company's Form 10-K
for the fiscal year ended March 31, 1995.]
E-1
4.7 Stock Pledge, dated July 9, 1993, between the Company and The
Equitable Life Assurance Society of the United States. [Incorporated
by reference to Exhibit 4.24 to the Company's Form 10-K for the fiscal
year ended March 31, 1995.]
Other than as set forth in Exhibits 4.1 through 4.7, the Company has
numerous instruments which define the rights of holders of long-term
debt. These instruments, primarily security agreements and mortgages,
were entered into in connection with debt financing provided by
Firstar Bank, N.A., and are disclosed in the Credit Agreement filed as
Exhibit 4.5 to this Form 10-K. The Company will furnish a copy of any
of such instruments to the Commission upon request.
*10.1 1987 Stock Option Plan, dated June 2, 1987, as amended. [Incorporated
by reference to Exhibit 10.5 to the Company's Form 10-K for the fiscal
year ended December 31, 1987.]
*10.2 Forms of Stock Option Agreement, as amended, under 1987 Stock Option
Plan. [Incorporated by reference to Exhibit 10.6 to the Company's Form
10-K for the fiscal year ended December 31, 1987.]
*10.3 Form of Modification Agreement, dated as of April 16, 1996, between
the Company and each of John A. Pazurek, John B. Stauner, John
Swendrowski, William J. Haddow and Robert E. Hawk, modifying Stock
Option Agreements previously entered into between the parties.
[Incorporated by reference to Exhibit 10.3 to the Company's Form 10- K
for the fiscal year ended August 31, 1996.]
*10.4 1989 Stock Option Plan, as amended. [Incorporated by reference to
Exhibit 4.4 to the Company's Form S-8 Registration Statement (Reg. No.
33-32525).]
*10.5 Forms of Stock Option Agreements under the 1989 Stock Option Plan, as
amended. [Incorporated by reference to Exhibits 4.5-4.8 to the
Company's Form S-8 Registration Statement (Reg. No. 33-32525).]
*10.6 1995 Stock Option Plan, as amended. [Incorporated by reference to
Exhibit 10.6 to the Company's Form 10-K for the fiscal year ended
August 31, 1997.]
*10.7 Form of Stock Option Agreements under the 1995 Stock Option Plan, as
amended. [Incorporated by reference to Exhibit 10.7 to the Company's
Form 10-K for the fiscal year ended August 31, 1996.]
10.8 Lease Agreement dated September 5, 1991 between The Equitable Life
Assurance Society of the United States and the Company. [Incorporated
by reference to Exhibit 10.13 to the Company's Form 10-K for the
fiscal year ended March 31, 1992.]
10.9 Agreement dated September 5, 1991 between the Company and Cranberry
Hills Partnership. [Incorporated by reference to Exhibit 10.14 to the
Company's Form 10-K for the fiscal year ended March 31, 1992.]
E-II
10.10 Lease, dated March 31, 1994 between Nantucket Conservation Foundation,
Inc. and the Company. [Incorporated by reference to Exhibit 10.11 to
the Company's Form 10-K for the fiscal year ended March 31, 1994.]
*10.11 Key Executive Employment and Severance Agreement, dated as of May 8,
1992, between the Company and John Swendrowski. [Incorporated by
reference to Exhibit 10.25 to the Company's Form 10-K for the fiscal
year ended March 31, 1992.]
*10.12 Key Executive Employment and Severance Agreement, dated as of December
7, 1998, between the Company and Scott Corriveau.
*10.13 Letter Agreement, dated as of December 7, 1998, by and between the
Company and Scott Corriveau.
*10.14 Employment Agreement, dated as of July 1, 1998, by and between the
Company, Minot Food Packers, Inc. and Michael A. Morello.
[Incorporated by reference to Exhibit 10.2 to the Company's Current
Report on Form 8-K dated July 1, 1998.]
*10.15 Registration Rights Agreement, dated as of July 1, 1998, by and
between the Company and Michael A. Morello. [Incorporated by reference
to Exhibit 10.1 to the Company's Current Report on Form 8-K dated July
1, 1998.]
*10.16 Northland Cranberries, Inc. 1999 Incentive Bonus Plan. [Incorporated
by reference to Exhibit 10.14 to the Company's Form 10-K for the
fiscal year ended August 31, 1998.]
13 Portions of the 1999 Annual Report to Shareholders expressly
incorporated by reference into this Form 10-K.
21 Subsidiaries of the Company.
23 Consent of Deloitte & Touche LLP.
27 Financial Data Schedule.
99 Definitive Proxy Statement for the Company's 2000 annual meeting of
shareholders scheduled to he held on January 5, 2000 (previously filed
with the Commission under Regulation 14A on November 23, 1999 and
incorporated by reference herein to extent indicated in this Form
10-K).
* This exhibit is a management contract or compensatory plan or arrangement
required to be filed as an exhibit to this Form 10-K pursuant to Item 14(c) of
Form 10-K.
E-III