UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended     May 31, 2003
                               ---------------------

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 AND 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ________to ________

                         Commission File Number 0-16130
                                                -------
                           NORTHLAND CRANBERRIES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Wisconsin                                       39-1583759
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or organization)

                             2930 Industrial Street
                                  P.O. Box 8020
                     Wisconsin Rapids, Wisconsin 54495-8020
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

Registrant's telephone number, including area code (715) 424-4444
                                                   --------------
--------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

     Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2). Yes [ ] No [X]

     APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
     PRECEDING FIVE YEARS:

     Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15 (d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [ ] No[ ]

     APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of the latest
practicable date:
Class A Common Stock     July 15, 2003                 91,548,580


                                       1
<PAGE>
                           NORTHLAND CRANBERRIES, INC.
                                 FORM 10-Q INDEX



PART I.  FINANCIAL INFORMATION                                            PAGE


  Item 1.  Financial Statements......................................       3

           Condensed Consolidated Balance Sheets.....................       3

           Condensed Consolidated Statements of Operations...........       4

           Condensed Consolidated Statements of Cash Flows...........       5

           Condensed Consolidated Statement of Shareholders' Equity..       6

           Notes to Condensed Consolidated Financial Statements......     7 - 16

  Item 2.  Management's Discussion and Analysis of Financial
               Condition and Results of Operations...................    17 - 23

  Item 3.  Quantitative and Qualitative Disclosure About
               Market Risk...........................................       24

  Item 4.  Controls and Procedures...................................       24

PART II. OTHER INFORMATION

  Item 1.  Legal Proceedings.........................................       25

  Item 2.  Changes in Securities and Use of Proceeds.................       25

  Item 3.  Defaults Upon Senior Securities...........................       26

  Item 4.  Submission of Matters to a Vote of Security Holders.......       26

  Item 6.  Exhibits and Reports on Form 8-K..........................       26

           SIGNATURE.................................................       27

           Certifications............................................    28 - 29

           Exhibit Index.............................................       30



                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

                           NORTHLAND CRANBERRIES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                     May 31,           August 31,
                                                                                      2003                2002
                                     ASSETS
<S>                                                                                  <C>                  <C>
Current assets:
   Cash and cash equivalents                                                         $  7,249             $   264
   Accounts receivable - net                                                            5,985               7,498
   Current portion of note receivable and accounts receivable - other                     196              10,190
   Inventories                                                                         20,099              18,273
   Prepaid expenses and other current assets                                              948                 606
   Assets held for sale                                                                 2,612               3,100
                                                                                     --------             -------
      Total current assets                                                             37,089              39,931
Note receivable, less current portion                                                       0              18,500
Property and equipment - net                                                           61,397              63,836
Other assets                                                                              491                 825
Debt issuance cost - net                                                                2,750               3,793
                                                                                     --------             -------
      Total assets                                                                  $ 101,727           $ 126,885
                                                                                     ========             =======

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Revolving line of credit facility                                                    $   0             $   560
   Accounts payable                                                                     8,747               7,905
   Accrued liabilities                                                                  6,118               9,028
   Current maturities of long-term debt:
     Outstanding principal payments                                                     8,574              14,876
     Future interest payments from debt restructuring                                     355                 692
                                                                                     --------             -------
       Current maturities of long-term debt                                             8,929              15,568
                                                                                     --------             -------
     Total current liabilities                                                         23,794              33,061

Long-term debt:
   Outstanding principal payments                                                      29,648              47,661
   Interest capitalized in debt restructuring                                           6,407               6,871
                                                                                     --------             -------
     Long-term debt                                                                    36,055              54,532
                                                                                     --------             -------
   Total liabilities                                                                   59,849              87,593
                                                                                     --------             -------
Shareholders' equity:
   Common stock - Class A, $.01 par value, 91,548,580 shares
     issued and outstanding                                                               915                 915
   Redeemable preferred stock - Series B, $.01 par value, 100 shares issued
     and outstanding                                                                        0                   0
   Additional paid-in capital                                                         154,902             154,902
   Accumulated deficit                                                               (113,939)           (116,525)
                                                                                     --------             -------
      Total shareholders' equity                                                       41,878              39,292
                                                                                     --------             -------
   Total liabilities and shareholders' equity                                       $ 101,727           $ 126,885
                                                                                     ========             =======
</TABLE>

            See notes to condensed consolidated financial statements.


                                       3
<PAGE>

                           NORTHLAND CRANBERRIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                    For the Three Months Ended          For the Nine Months Ended
                                                      May 31,          May 31,            May 31,          May 31,
                                                       2003             2002               2003             2002
                                                    ---------         ---------         ---------         --------

<S>                                                 <C>               <C>               <C>              <C>
Net revenues                                        $  22,649         $  24,231         $  69,234        $  78,522

Cost of sales                                         (15,977)          (16,094)          (47,692)         (53,503)
                                                      -------           -------           -------          -------
Gross profit                                            6,672             8,137            21,542           25,019

Selling, general and administrative expenses           (5,089)           (6,043)          (19,148)         (18,515)
Gain on disposal of property & equipment                   17                0                 17               0
Other income (Note 4)                                      89                0              1,589               0
                                                      -------           -------           -------          -------
Income from operations                                  1,689             2,094             4,000            6,504

Interest expense                                         (944)           (1,119)           (3,020)          (5,399)
Interest income                                           490               630             1,606            1,909
Gain on forgiveness of indebtedness                        0                 0                 0            83,299
                                                      -------           -------           -------          -------
Income before income taxes                              1,235             1,605             2,586           86,313

Income tax benefit (expense)                               0                339                0           (32,461)
                                                      -------           -------           -------          -------
Net income                                          $   1,235         $   1,944         $   2,586        $  53,852
                                                    =========         =========         =========        =========
Net income per common share:
  Basic:                                            $    0.01         $    0.02         $    0.03        $    0.95
  Diluted:                                          $    0.01         $    0.02         $    0.03        $    0.69

Shares used in computing net income per share:
  Basic                                            91,548,580        91,548,580        91,548,580       56,573,978
  Diluted                                         101,020,905       101,132,502       101,065,728       77,649,987
</TABLE>

            See notes to condensed consolidated financial statements.



                                       4
<PAGE>

                           NORTHLAND CRANBERRIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                      For the Nine Months Ended
                                                                                      May 31,            May 31,
                                                                                       2003               2002
                                                                                     --------           --------
<S>                                                                                  <C>                <C>
Operating activities:
   Net income                                                                        $  2,586           $ 53,852
   Adjustments to reconcile net income to net cash
     provided by operating activities:
         Depreciation and amortization of property and equipment                        2,693              2,941
         Amortization of debt issuance costs and debt discount                          1,244              1,143
         Gain on disposal of property and equipment                                       (17)                0

         Gain on forgiveness of indebtedness (net of income taxes
           of $32,800)                                                                     0             (50,499)
         Changes in assets and liabilities:
            Receivables, prepaid expenses and other current assets                      7,033              4,373
            Inventories                                                                (1,826)             3,980
            Accounts payable and accrued liabilities                                   (2,300)            (1,341)
                                                                                     --------            --------
         Net cash provided by operating activities                                      9,413             14,449
                                                                                     --------            --------
Investing activities:
   Collections on note receivable                                                      23,000              2,000
   Property and equipment purchases                                                      (550)              (286)
   Proceeds from disposals of assets held for sale and of
      property and equipment                                                              767              2,115
                                                                                     --------            --------
              Net cash provided by investing activities                                23,217              3,829
                                                                                     --------            --------
Financing activities:
   Net (payments) borrowings under revolving line of credit facility                     (560)             2,889
   Proceeds from issuance of long-term debt                                                0              20,000
   Payments on long-term debt and other obligations                                   (25,085)            (6,944)
   Net payment in settlement of revolving credit facility                                  0             (39,773)
   Payments for debt issuance costs                                                        0              (1,259)
   Proceeds from issuance of preferred stock                                               0               2,942
   Proceeds from issuance of common stock                                                  0               2,618
                                                                                     --------            --------

         Net cash used in financing activities                                        (25,645)           (19,527)
                                                                                     --------            --------

Net increase (decrease) in cash and cash equivalents                                    6,985             (1,249)
Cash and cash equivalents, beginning of period                                            264              1,487
                                                                                     --------            --------
Cash and cash equivalents, end of period                                             $  7,249           $    238
                                                                                     ========            ========
</TABLE>

            See notes to condensed consolidated financial statements.


                                       5
<PAGE>

                           NORTHLAND CRANBERRIES, INC.
            CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                         NINE MONTHS ENDED MAY 31, 2003
                             (DOLLARS IN THOUSANDS)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                    Total
                            Common Stock -     Additional        Accumulated     Shareholders'
                               Class A      Paid-in Capital        Deficit          Equity

<S>                              <C>            <C>             <C>                <C>
BALANCE, AUGUST 31, 2002         $ 915          $ 154,902       $ (116,525)        $ 39,292

    Net income                      0                  0             2,586            2,586
                              --------          ---------       ----------         --------
BALANCE, MAY 31, 2003            $ 915          $ 154,902       $ (113,939)        $ 41,878
                              ========          =========       ==========         ========
</TABLE>

            See notes to condensed consolidated financial statements.



                                       6
<PAGE>

                           NORTHLAND CRANBERRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   BASIS OF PRESENTATION

     The accompanying condensed consolidated financial statements have been
     prepared by Northland Cranberries, Inc. (collectively with its
     subsidiaries, the "Company") pursuant to the rules and regulations of the
     Securities and Exchange Commission and reflect normal and recurring
     adjustments, which are, in the opinion of the Company, considered necessary
     to present fairly the financial position of the Company as of May 31, 2003
     and August 31, 2002 and its related results of operations for the three
     month and nine month periods ended May 31, 2003 and 2002, respectively, and
     cash flows for the nine months ended May 31, 2003 and 2002, respectively.
     As permitted by these regulations, these condensed consolidated financial
     statements do not include all information required by accounting principles
     generally accepted in the United States of America to be included in an
     annual set of financial statements, however, the Company believes that the
     disclosures are adequate to make the information presented not misleading.
     The Company's condensed consolidated balance sheet as of August 31, 2002
     was derived from the Company's latest audited consolidated financial
     statements. It is suggested that the accompanying condensed consolidated
     financial statements be read in conjunction 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,
     2002.

     Business Risks - Prices paid to growers for raw cranberries are effectively
     determined by Ocean Spray, the industry leader, which controls the bulk of
     the cranberry supply in North America.

     On November 6, 2001, as described in Note 2, the Company completed a debt
     and equity restructuring. Management believes, as a result of the
     restructuring, the Company's debt facilities and expected cash flows from
     operations will be sufficient to support the Company's liquidity
     requirements for the remainder of the year ending August 31, 2003, and the
     foreseeable future.

     Net Income Per Common Share - Net income per common share is calculated in
     accordance with Statement of Financial Accounting Standards ("SFAS") No.
     128, "Earnings Per Share." Basic net income per common share is computed by
     dividing net income by the weighted average number of common shares
     outstanding. Diluted net income per common share is computed by dividing
     net income by the weighted average number of common shares outstanding
     increased by the number of dilutive potential common shares based on the
     treasury stock method.

     The weighted average shares outstanding used in calculating net income per
     common share for the three month and nine month periods ended May 31, 2003
     and 2002 consisted of the following:


                                       7
<PAGE>

<TABLE>
<CAPTION>

                                     Three Months Ended                 Nine Months Ended
                                            May 31,                           May 31,
                                    2003             2002             2003             2002
Basic:
<S>                                 <C>              <C>              <C>               <C>
  Shares outstanding
     beginning of period            91,548,580       91,548,580       91,548,580        5,084,606
  Issuance of fractional shares
    due to reverse stock split                                                                167
  Issuance of new shares                                                               51,489,205
                                   ----------------------------      ----------------------------
Total                               91,548,580       91,548,580       91,548,580       56,573,978

Effect of dilution:
  Convertible preferred stock                -                -                -       13,866,621
  Warrants                           5,021,725        5,033,168        5,026,321        3,795,621
  Options                            4,450,600        4,550,754        4,490,827        3,413,767
                                   ----------------------------      ----------------------------
    Diluted                        101,020,905      101,132,502      101,065,728       77,649,987
                                   ----------------------------      ----------------------------
</TABLE>

     The shares outstanding used to compute the diluted earnings per share for
     the three months and nine months ended May 31, 2003 exclude outstanding
     options to purchase 613,575 and 645,525 shares of Class A Common Stock,
     respectively. Those options were excluded because their weighted average
     exercise prices were greater than the average market price of the common
     shares and their inclusion would have been antidilutive.

     New Accounting Standards - Effective within the nine month period ended May
     31, 2003 the Company adopted the following Statements of Financial
     Accounting Standards ("SFAS"): (i) SFAS No. 143, "Accounting For Asset
     Retirement Obligations," (ii) SFAS No. 144, "Accounting for the Impairment
     or Disposal of Long-Lived Assets," (iii) SFAS No. 145, "Rescission of
     Financial Accounting Standards Board ("FASB") Statements No. 4, 44 and 64,
     Amendment of FASB Statement No. 13 and Technical Corrections," and (iv)
     SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and
     Disclosure." The Company also adopted the disclosure requirements of FASB
     Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements
     for Guarantees, Including Indirect Guarantees of Indebtedness of Others."

     SFAS No. 143 addresses financial accounting and reporting for obligations
     associated with the retirement of tangible long-lived assets and the
     associated asset retirement costs. It applies to legal obligations
     associated with the retirement of long-lived assets that result from the
     acquisition, construction, development and (or) the normal operation of a
     long-lived asset, except for certain obligations of lessees. SFAS No. 143
     requires entities to record the fair value of a liability for an asset
     retirement obligation in the period the asset is acquired. When the
     liability is initially recorded, the entity capitalizes a cost by
     increasing the carrying amount of the related long-lived asset. Over time,
     the liability is accreted to its present value each period and the
     capitalized cost is depreciated over the estimated useful life of the
     related asset. Upon settlement of the liability, an entity either settles
     the obligation for its recorded amount or incurs a gain or loss. The
     adoption of SFAS No. 143 did not have a material impact on the consolidated
     financial statements.

     SFAS No. 144 was issued in October 2001 and supersedes SFAS No. 121,
     "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
     Assets to Be Disposed Of," and the accounting and reporting provisions of
     Accounting Principles Board Opinion No. 30, "Reporting the Results of
     Operations - Reporting the Effects of Disposal of a Segment of a Business,
     and Extraordinary, Unusual and Infrequently Occurring Events and
     Transactions." SFAS No. 144

                                       8
<PAGE>

     also amends Accounting Research Bulletin No. 51, "Consolidated Financial
     Statements," to eliminate the exception to consolidation for a subsidiary
     for which control is likely to be temporary. SFAS No. 144 requires that one
     accounting model be used for long-lived assets to be disposed of by sale,
     whether previously held and used or newly acquired. SFAS No. 144 also
     broadens the presentation of discontinued operations to include more
     disposal transactions. The adoption of SFAS No. 144 did not have a material
     impact on the consolidated financial statements.

     SFAS No. 145 requires that gains and losses from the early extinguishment
     of debt are now classified as an extraordinary item only if they meet the
     "unusual and infrequent" criteria contained in Accounting Principles Board
     Opinion ("APBO") No. 30. In addition, upon adoption of SFAS No. 145, all
     gains and losses from early extinguishment of debt that had previously been
     classified as an extraordinary item are to be reassessed to determine if
     they would have met the "unusual and infrequent" criteria of APBO No. 30;
     any such gain or loss that would not have met the APBO No. 30 criteria are
     retroactively reclassified and reported as a component of income before
     extraordinary item. The Company, in adopting this standard, has now
     classified the gain on debt forgiveness in fiscal 2002 as a component of
     income before income taxes.

     SFAS No. 148 provides alternative methods of transition for a voluntary
     change to the fair value method of accounting for stock-based employee
     compensation as originally provided by SFAS No. 123, "Accounting for
     Stock-Based Compensation." Additionally, SFAS No. 148 amends the disclosure
     requirements of SFAS No. 123 to require prominent disclosure in both the
     annual and interim financial statements about the method of accounting for
     stock-based compensation and the effect of the method used on reported
     results. The transitional requirements of SFAS No. 148 are effective for
     all financial statements for fiscal years ending after December 15, 2002.
     The disclosure requirements are effective for interim periods beginning
     after December 31, 2002. The Company accounts for stock-based compensation
     in accordance with Accounting Principle Board Opinion No. 25, "Accounting
     for Stock Issued to Employees," as allowed by SFAS No. 123, "Accounting for
     Stock-Based Compensation." Stock options are granted at prices equal to the
     fair market value of the Company's common stock on the grant dates;
     therefore no compensation expense is recognized in connection with stock
     options granted to employees. The following table illustrates the effect on
     net income and net income per share as if the fair value-based method
     provided by SFAS No. 123 had been applied for all outstanding and unvested
     awards in each period:

                                       9
<PAGE>
<TABLE>
<CAPTION>

                                                            For the                      For the
                                                      Three Months Ended            Nine Months Ended
                                                      (Dollars in thousands except per share amounts)

                                                    May 31,        May 31,        May 31,        May 31,
                                                     2003           2002           2003           2002

     <S>                                            <C>            <C>          <C>           <C>
     Net income                                     $ 1,235        $ 1,944      $ 2,586       $ 53,852

     Deduct: Total stock-based employee
     compensation expense determined under
     fair value based method for all
     awards, net of related tax effect               ($ 112)        ($ 118)    ($   336)     ($    352)
                                                    -------        -------      -------       --------

     Pro forma net income                           $ 1,123        $ 1,826      $ 2,250       $ 53,500
                                                    =======        =======      =======       ========
     Historical and pro forma net
     income per common share:
       Basic:                                       $  0.01        $  0.02      $  0.03       $   0.95
       Diluted:                                     $  0.01        $  0.02      $  0.03       $   0.69
</TABLE>


     In May 2003 the FASB issued SFAS No. 150 "Accounting for Certain Financial
     Instruments with Characteristics of Both Liabilities and Equity." SFAS No.
     150 improves the accounting for certain financial instruments that, under
     previous guidance, issuers could account for as equity. The new standard
     requires that those instruments be classified as liabilities in statements
     of financial position. The disclosure requirements are effective for all
     financial instruments entered into or modified after May 31, 2003, and
     otherwise is effective at the beginning of the first interim period
     beginning after June 15, 2003. The Company does not expect the adoption of
     SFAS No. 150 will have a material impact on the consolidated financial
     statements.

     On November 25, 2002, the FASB issued Interpretation No. 45, "Guarantor's
     Accounting and Disclosure Requirements for Guarantees, Including Indirect
     Guarantees of Indebtedness of Others," which elaborates on the disclosures
     to be made by a guarantor about its obligations under certain guarantees
     issued. It also clarifies that a guarantor is required to recognize, at the
     inception of a guarantee, a liability for the fair value of the obligation
     undertaken in issuing the guarantee. The Interpretation expands on the
     accounting guidance of SFAS No. 5, "Accounting for Contingencies," SFAS No.
     57, "Related-Party Disclosures," and SFAS No. 107, "Disclosures about Fair
     Value of Financial Instruments." The Interpretation also incorporates,
     without change, the provisions of FASB Interpretation No. 34, "Disclosure
     of Indirect Guarantees of Indebtedness of Others," which it supersedes. The
     Interpretation identifies several situations where the recognition of a
     liability at inception for a guarantor's obligation is not required. The
     initial recognition and

                                       10
<PAGE>

     measurement provisions of Interpretation 45 apply on a prospective basis to
     guarantees issued or modified after December 31, 2002, regardless of the
     guarantor's fiscal year end. The disclosures are effective for financial
     statements of interim and annual periods ending after December 15, 2002.
     The adoption of the disclosure requirements of this interpretation did not
     have a material impact on the consolidated financial statements.

     Reclassifications - Certain amounts previously reported have been
     reclassified to conform to the current presentation.

2.   DEBT AND EQUITY RESTRUCTURING

     On November 6, 2001 (during the first quarter of fiscal 2002), the Company
     completed a debt and equity restructuring. The debt restructuring was
     accomplished through the exchange by the participants of the Company's then
     current bank group of approximately $153,754,000 of total outstanding
     revolving credit agreement indebtedness for an aggregate cash payment of
     $38,388,000, as well as by the Company's issuance of revised debt
     obligations with an aggregate stated principal amount of $25,714,000 and
     7,618,987 shares of newly-issued Class A Common Stock which represented
     approximately 7.5% of the Company's then fully-diluted common shares to
     certain bank group members which decided to continue as lenders to the
     Company. The debt restructuring occurred pursuant to an agreement for the
     assignment and assumption by Sun Northland, LLC ("Sun Northland"), an
     affiliate of Sun Capital Partners Inc., of the Company's bank group
     indebtedness. Sun Northland then invested approximately $7,000,000 of
     equity capital into the Company together with the assignment of Sun
     Northland's rights to the Company's bank debt (of which approximately
     $81,219,000 was forgiven for financial reporting purposes) in exchange for
     37,122,695 shares of newly-issued Class A Common Stock, 1,668,885 shares of
     newly-created, convertible Series A Preferred Stock, and 100 shares of
     newly created Series B Preferred Stock, which together represented
     approximately 77.5% of the Company's then fully-diluted common shares. The
     1,668,885 shares of the Series A Preferred Stock were subsequently
     converted into 41,722,125 shares of Class A Common Stock of the Company.
     The 100 shares of Series B Preferred Stock were subsequently transferred by
     Sun Northland, LLC for nominal consideration to a limited liability company
     whose managing member is the Company's Chief Executive Officer and whose
     members include among others certain officers of the Company.

     In addition, on November 6, 2001, the Company restructured and modified the
     terms of approximately $20,680,000 in outstanding borrowings under two term
     loans with an insurance company.

     As part of the debt restructuring certain future undiscounted cash payments
     required under the restructured bank note and insurance company term loans
     were applied against the Company's adjusted carrying value of the
     restructured bank note and insurance company term loans, with generally no
     interest expense recognized for financial reporting purposes, in accordance
     with SFAS No. 15, as long as the

                                       11
<PAGE>

     Company made the scheduled payments in accordance with the restructured
     bank note and insurance company term loans and there were no changes to the
     interest rate. The amounts remaining as future interest payments as of
     May 31, 2003 and August 31, 2002 were $6,800,000 and $7,600,000
     respectively.

     Financing for the debt restructuring, and for additional working capital,
     was provided by Foothill Capital Corporation ("Foothill") and Ableco
     Finance LLC ("Ableco"). Foothill and Ableco provided the Company with $20
     million in term loan financing and a new $30 million revolving credit
     facility. As part of the consideration to Foothill and Ableco to provide
     the new credit facilities to the Company, Foothill and Ableco received
     warrants to purchase a total of 5,086,106 shares of Class A Common Stock,
     or approximately 5% of the Company's then fully-diluted common shares, at
     an exercise price of $0.01 per share. The warrants expire on November 6,
     2011. The Company also issued non-interest bearing fee notes to Foothill
     and Ableco in the aggregate amount of $5,000,000, which are payable in full
     on November 6, 2006. The fee notes have been discounted for financial
     reporting purposes and interest expense is recognized over the terms of the
     related debt.

3.   LEGAL PROCEEDINGS

     On March 8, 2000, the Company sold the net assets of its private label
     juice business to Cliffstar Corporation ("Cliffstar"), pursuant to an asset
     purchase agreement ("Asset Purchase Agreement"), dated January 4, 2000. In
     connection with the sale, the Company received from Cliffstar an unsecured,
     subordinated promissory note for $28,000,000 (non-cash investing activity)
     payable over six years and bearing interest at a rate of 10% per annum, as
     well as approximately $6,800,000 in cash. Cliffstar is obligated under the
     Asset Purchase Agreement to make certain annual earn-out payments to the
     Company for a period of six years from the closing date based generally on
     operating profit from Cliffstar's sale of cranberry juice products.

     On July 7, 2000, Cliffstar filed suit against the Company in the United
     States District Court, Western District of New York, alleging, among other
     things, that the Company breached certain representations and warranties in
     the Asset Purchase Agreement. That lawsuit was subsequently dismissed, and
     on July 31, 2000, the Company filed a lawsuit against Cliffstar in the
     Northern District of Illinois alleging that Cliffstar breached various
     provisions of the Asset Purchase Agreement, an interim cranberry sauce
     purchase agreement between the two companies, the promissory note issued by
     Cliffstar in the transaction, and a co-packing agreement entered into in
     connection with the sale. Cliffstar asserted various counterclaims against
     the Company alleging among other things that the Company fraudulently
     induced Cliffstar to enter into the Asset Purchase Agreement and that the
     Company breached various provisions of the Asset Purchase Agreement, the
     co-packing agreement and a transition agreement between the parties.
     Disagreements between the Company and Cliffstar over the valuation of
     finished goods, work-in-process and raw material inventory purchased by
     Cliffstar were submitted to arbitration for resolution.

                                       12
<PAGE>

     On June 7, 2002, the court granted the Company's motion for summary
     judgment and dismissed Cliffstar's fraud claim. On October 23, 2002, after
     a trial to a jury on the remaining claims, the District Court entered
     judgment in the Company's favor and against Cliffstar in the amount of
     $6,674,450. Following post trial motions, final judgment was entered in
     favor of the Company in the amount of $8,210,459 and in favor of Cliffstar
     in the amount of $459,050. On January 21, 2003, Cliffstar filed a Notice of
     Appeal with the United States Court of Appeals for the Seventh Circuit.

     The Company and Cliffstar entered into a Confidential Settlement Agreement
     effective February 27, 2003 and a Supplemental Agreement to Confidential
     Settlement Agreement dated April 3, 2003 (collectively referred to as the
     "Settlement Agreement") pursuant to which the parties agreed to settle and
     resolve all disputes between them, except those relating to the annual
     earn-out payments required to be made by Cliffstar to the Company under the
     Asset Purchase Agreement. Pursuant to the Settlement Agreement, Cliffstar
     has among other things satisfied the judgment entered in its favor in the
     case, released all claims it may have against the Company and paid the
     Company the sum of $28.75 million, $1.0 million of which was paid on
     February 28, 2003, $8.35 million of which was paid on April 9, 2003, and
     $19.40 million of which was paid on May 28, 2003. Pursuant to the
     Settlement Agreement, the Company has among other things cancelled the
     promissory note issued by Cliffstar in the private label sale transaction,
     satisfied the judgment entered in its favor in the case and released all
     claims it may have against Cliffstar, except those relating to the annual
     earn-out payments under the Asset Purchase Agreement. As of February 28,
     2003, the principal balance due under the promissory note was $21.0
     million.

     On May 13, 2002, the Company received Cliffstar's earn-out calculation for
     2000. The Company believes Cliffstar's earn-out calculation was not
     prepared in accordance with the Asset Purchase Agreement. The Company has
     since received an estimate of the earn-out calculation from Cliffstar in
     the amount of $1,177,621 for 2001 and $0 for 2002. To date, however,
     Cliffstar has not provided the Company with audited earn-out calculations
     for 2001 or 2002 in accordance with the Asset Purchase Agreement. The
     Company believes that the estimates provided by Cliffstar for 2001 and 2002
     significantly understate the earn-out payments due under the Asset Purchase
     Agreement.

     On June 7, 2002, the Company filed a separate suit against Cliffstar in the
     United States District Court, Northern District of Illinois, seeking access
     to all relevant books and records of Cliffstar relating to the earn-out
     calculations and claiming Cliffstar breached the Asset Purchase Agreement
     by failing to pay the Company earn-out payments for the years 2000 and
     2001. The Company seeks compensatory damages in an amount in excess of
     $1,000,000, plus attorneys' fees. The legal proceeding remains in its early
     stages and the resolution cannot be predicted with certainty.

     On November 11, 2002, the Company together with Clermont, Inc, filed an
     antitrust lawsuit against Ocean Spray Cranberries, Inc. ("Ocean Spray").
     The lawsuit, which is pending in the United Stated District Court for the
     District of Massachusetts,

                                       13
<PAGE>

     alleges that Ocean Spray has engaged in anticompetitive tactics and
     unlawfully monopolized the cranberry products industry to the detriment of
     its competitors and customers. As the proceeding is in the preliminary
     stages, management is unable to predict the outcome of this matter with
     certainty. However, management does not believe that the resolution of this
     matter will have an adverse effect on the Company's financial condition or
     results of operations.

4.   OTHER INCOME

     As a result of the Cliffstar settlement (see Note 3) the Company has
     recognized a gain of $ 89,000 in the three months ended May 31, 2003.

     During fiscal 2002, inventory held at one of the Company's third party
     storage facilities was handled improperly by the third party following
     delivery to the facility. This resulted in a damage claim being made by the
     Company. The Company and the owner of the facility have entered into a
     settlement and release agreement with respect to the Company's claims.
     Under the terms of the settlement and release agreement, the Company
     received cash proceeds in the amount of $1,500,000, as well as $200,000 in
     credits toward storage fees over the next four years. Based on the terms of
     the settlement and release agreement, the Company has recognized income of
     $1,500,000 for the nine months ended May 31, 2003.

5.   INVENTORIES

     Inventories as of May 31, 2003 and August 31, 2002 consisted of the
     following (in thousands):

                                 May 31, 2003      August 31, 2002

Raw materials                        $ 11,793         $  8,396
Finished goods                          3,986            3,189
Deferred crop costs                     4,320            6,688
                                      -------          -------
Total inventories                    $ 20,099         $ 18,273
                                     ========         ========

6.   LONG-TERM DEBT

Long-term debt as of May 31, 2003 and August 31, 2002 consisted of the following
(in thousands):

                                       14
<PAGE>

                                                     May 31,         August 31,
                                                      2003              2002

Term loans payable                                 $   5,353        $  15,461
Fee note payable                                       3,939            3,738
Bank notes                                            14,885           28,297
Insurance company note                                18,715           19,689
Other obligations                                      2,092            2,915
                                                      ------           ------
Total                                                 44,984           70,100
Less current maturities of long-term debt              8,929           15,568
                                                     -------          -------
Long-term debt                                     $  36,055        $  54,532
                                                   =========        =========

     As of May 31, 2003 and August 31, 2002 the Company was in compliance with
     its various financial covenants contained in its agreements covering its
     long-term debt obligations.

     The restructuring of the Company's debt on November 6, 2001 (see Note 2)
     resulted in a gain of $83,299,046 during fiscal 2002.

7.   INCOME TAXES

     The Company accounts for income taxes using an asset and liability approach
     which generally requires the recognition of deferred income tax assets and
     liabilities based on the expected future income tax consequences of events
     that have previously been recognized in the Company's financial statements
     or tax returns. In addition, a valuation allowance is recognized if it is
     more likely than not that some or all of the deferred income tax assets
     will not be realized.

     There was no income tax expense recognized, for financial reporting
     purposes, for either the three or nine month periods ended May 31, 2003 due
     to the utilization of certain net operating loss carryforwards for which no
     benefit had been previously provided. As a result of a tax law change
     regarding the use of net operating loss carrybacks, we were able to carry
     back additional losses and recognized a tax benefit of approximately
     $339,000 in the three months ended May 31, 2002.

     As described in Note 2, the Company completed a debt and equity
     restructuring on November 6, 2001. The income tax effect of the
     restructuring resulted in the recognition of an income tax benefit of
     approximately $32,800,000 for financial reporting purposes as of August 31,
     2001 and a charge to income taxes of a like amount for the nine month
     period ended May 31, 2002. The "change of ownership" provisions of the Tax
     Reform Act of 1986 significantly restrict the utilization for income tax
     reporting purposes of all net operating losses and tax credit carryforwards
     remaining after the debt and equity restructuring.

                                       15
<PAGE>

8.   CONTINGENCIES

     On May 13, 1997, the Company guaranteed $1,000,000 of outstanding
     obligations to a bank of an independent cranberry grower who subsequently
     became an officer of the Company during the year ended August 31, 2001. As
     of May 31, 2003 the grower/officer was in default with certain terms and
     conditions contained in the related debt agreements and is currently in the
     process of restructuring the debt obligations. Based on the current
     financing alternatives available and the impact of these options on the
     guarantee, the Company believes the resolution of this matter will not have
     an adverse effect on the Company's financial statements.

     When the Company completed its Restructuring on November 6, 2001, the
     future undiscounted cash payments required under the Restructured Bank Note
     were applied against the Company's adjusted carrying value of the
     Restructured Bank Note, with generally no interest expense recognized for
     financial reporting purposes, in accordance with SFAS No. 15, as long as
     the Company made the scheduled payments in accordance with the Restructured
     Bank Note and there were no changes to the interest rate. The Company has
     made all scheduled payments and certain other mandatory prepayments using
     the net proceeds received from the sale of such collateralized assets and
     the receipt of the proceeds of the settlement of the note receivable from
     Cliffstar (see Note 3). Interest rates have declined from 6% as of the date
     of the restructuring to 5.25% as of May 31, 2003. The combination of the
     prepayments and the decline in interest rates has resulted in a contingent
     gain of approximately $ 4.2 million, which is included within long term
     debt: future interest payments from restructuring, in accordance with SFAS
     No. 5. This contingent gain may change dependent on future potential
     prepayments or future changes in interest rates.

                                       16
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
---------------------------------------------------------
        CONDITION AND RESULTS OF OPERATIONS
        -----------------------------------

     GENERAL

     Early in fiscal 2002, primarily as a result of losses suffered in the
     previous two fiscal years, we reached the point where we felt it was
     imperative to reach an agreement with our then-current bank group and to
     refinance our bank debt. On November 6, 2001, we consummated the
     transactions that we refer to as the Restructuring. See Note 2 of Notes to
     Condensed Consolidated Financial Statements for a further discussion of the
     Restructuring.

     With the equity capital we received in the Restructuring, combined with the
     associated debt forgiveness, we were once again able to market our
     Northland and Seneca brand products.

     During fiscal 2003 we have focused our efforts on regaining market share
     through a balanced marketing approach of advertising, trade spending,
     slotting and consumer coupons.

     CRITICAL ACCOUNTING POLICIES

     The preparation of consolidated financial statements in conformity with
     generally accepted accounting principles (GAAP) in the United States of
     America requires management to make estimates and judgments that affect the
     reported amounts of assets, liabilities, revenues and expenses and related
     disclosures. On an on-going basis, we evaluate our estimates, including
     those related to product shipments and returns, bad debts, inventories,
     income taxes, contingencies and litigation. We base these estimates on
     historical experience and various other assumptions that we believe to be
     reasonable under the circumstances, the results of which form the basis for
     making judgments about the carrying value of assets and liabilities that
     are not readily apparent from other sources. Actual results may differ from
     these estimates under different assumptions or conditions.

     Specifically, we believe that the following accounting policies and
     estimates are most important to the portrayal of our financial condition
     and operating results and require management's most difficult judgments:

     Revenue Recognition

     We recognize revenue when persuasive evidence of an arrangement exists,
     product is delivered, collectibility is reasonably assured and title passes
     to the customer. Estimated reserves for discounts, coupons, product returns
     and trade allowances are established based on an analysis of historical
     trends and experience, as well as the trade allowances offered by us at the
     time products are delivered. The estimated reserves are charged against
     revenues in the same period that corresponding sales are recorded. We
     periodically evaluate such reserves and make necessary adjustments

                                       17
<PAGE>

     when actual participation in these programs differs from historical
     experience. There have been no significant changes in estimates for such
     reserves during fiscal 2003.

     Inventory

     We have stated our inventory carrying value at the lower of cost (using the
     first-in, first-out costing method) or estimated market values, based upon
     management's best estimates of future product selling costs for the periods
     during which the cranberries are grown and the cranberries and cranberry
     related products are expected to be sold. The market estimates are
     dependent upon several factors including, but not limited to, price,
     product mix, demand, costs and the period of time it takes to sell the
     inventory.

     Allowance for Doubtful Accounts

     We maintain allowances for doubtful accounts for estimated losses resulting
     from the inability of our customers to make required payments. We determine
     the level of our allowance based on historical experience, the aging of our
     accounts receivables and the creditworthiness of individual customers. If
     the financial condition of our customers were to deteriorate, resulting in
     impairment of their ability to make payments, additional allowances may be
     required. Our accounts receivable balance was $6.0 million, net of doubtful
     accounts of $0.3 million, and $7.5 million, net of doubtful accounts of
     $0.4 million, as of May 31, 2003 and August 31, 2002, respectively.

     Recoverability of Long-Lived Assets

     We state the value of our long-lived assets (property and equipment) at
     cost less depreciation and amortization. We periodically evaluate this
     carrying value. Our estimates of the expected future undiscounted cash
     flows related to the recoverability of these assets may change from actual
     cash flows due to, among other things, changes in technology and economic
     conditions.

     RESULTS OF OPERATIONS

     Total net revenues for the three months ended May 31, 2003 were $22.6
     million, a decrease of 6.5% from net revenues of $24.2 million in the prior
     year's third quarter. The decrease resulted from (i) a reduction in
     co-packing revenue primarily due to the loss of a major customer who
     transferred substantially all production of its bottled juice beverages to
     our principal competitor, Ocean Spray Cranberries, Inc.; and (ii) a
     decrease in sales of our Seneca brand juice product. This decrease in
     revenue was partially offset by increased revenue from sales of cranberry
     concentrate. Trade industry data for the 12-week period ended May 18, 2003
     showed that our Northland brand 100% juice products achieved a 5.1% market
     share of the supermarket shelf-stable cranberry beverage category on a
     national basis, down from a 5.2% market share for the 12-week period ended
     May 19, 2002. Net revenues for the nine months ended May 31, 2003 were
     $69.2 million, a decrease of 11.8% from net revenues of $78.5 million in
     the corresponding period for the prior year. The decrease resulted

                                       18
<PAGE>

     primarily from (i) reduced co-packing revenue; (ii) reduced sales of our
     Seneca Brand juice product; and (iii) increased trade promotions for our
     Northland 100% juice products. The decrease in revenue was partially offset
     by increased sales of our Northland 100% juice products, which we believe
     resulted from our balanced marketing approach combining media advertising
     with trade promotions. The decrease in revenue was also partially offset by
     an increase in revenue from sales of cranberry concentrate.

     Cost of sales for the three months ended May 31, 2003 was $16.0 million
     compared to $16.1 million for the third quarter of fiscal 2002, resulting
     in gross margins of 29.5% and 33.6% in each respective period. The decrease
     in gross margin percentage resulted primarily from (i) an increase in the
     cost of cranberries purchased from independent growers and (ii) higher
     production costs for our branded products attributable to excess capacity
     at our bottling facility due to reduced co-packing business. The decrease
     in gross margin percentage was partially offset by higher margins on sales
     of cranberry concentrate. Cost of sales for the nine months ended May 31,
     2003 was $47.7 million compared to $53.5 million for the same period in
     fiscal 2002, resulting in gross margins of 31.1% and 31.9% in each
     respective period. The decrease in gross margin percentage in the nine
     months ended May 31, 2003 was primarily the result of (i) an increase in
     the cost of cranberries purchased from independent growers, (ii) higher
     production costs for our branded products attributable to excess capacity
     at our bottling facility due to reduced co-packing business and (iii)
     increased trade promotions for our Northland 100% juice products. This
     decrease in gross margin percentage was partially offset by higher margins
     on sales of cranberry concentrate.

     Selling, general and administrative expenses were $5.1 million, or 22.5% of
     net revenues, for the three months ended May 31, 2003 compared to $6.0
     million, or 24.9% of net revenues, for the third quarter of fiscal 2002.
     The decrease in selling, general and administrative expenses in the three
     months ended May 31, 2003 was primarily the result of a $0.8 million
     decrease in media advertising spending, from $2.5 million in the third
     quarter of fiscal 2002 to $1.7 million in the third quarter of fiscal 2003.
     This decrease also resulted in part from a reduction in consulting expenses
     and depreciation. For the nine months ended May 31, 2003, selling, general
     and administrative expenses were $19.1 million compared to $18.5 million
     for the same period in fiscal 2002. Included in the fiscal 2002 amount were
     approximately $1.3 million of charges relating to our restructuring. Media
     advertising spending in fiscal 2003 increased by $2.6 million offset by a
     decrease in consulting expenses and depreciation.

     For the three months ended May 31, 2003 we recognized a gain of $0.1
     million attributable to payments made by Cliffstar under the Settlement
     Agreement (see Note 3 and 4 of Notes to Condensed Consolidated Financial
     Statements). Other income for the nine month period ended May 31, 2003 also
     includes $1.5 million from the settlement of a claim against a third party
     storage facility (see Note 4 of Notes to Condensed Consolidated Financial
     Statements).

                                       19
<PAGE>

     Interest expense was $1.0 million for the three month period ended May 31,
     2003 compared to $1.1 million in the prior year's third quarter. This
     decrease was the result of reduced debt levels. Interest expense for the
     nine month period ended May 31, 2003 was $3.0 million compared to $5.4
     million during the same period of fiscal 2002. The decrease resulted
     primarily from reduced debt levels and lower interest rates following our
     restructuring.

     Interest income of $0.5 million and $1.6 million for the three and nine
     month periods ended May 31, 2003 and $0.6 million and $1.9 million in the
     comparable period of fiscal 2002 is associated with an unsecured,
     subordinated promissory note receivable from Cliffstar Corporation. We
     expect interest income will decrease in future periods as a result of the
     cancellation of the note pursuant to the Settlement Agreement (see Note 3
     of Notes to Condensed Consolidated Financial Statements).

     In the nine month period ended May 31, 2002, we realized a gain on
     forgiveness of indebtedness in connection with the restructuring of
     approximately $83.3 million, net of legal fees and other direct costs
     incurred and the estimated fair value of the shares of Class A Common Stock
     issued to the participating banks. This gain was further reduced by $32.8
     million of income taxes resulting in a net gain on forgiveness of
     indebtedness of $50.5 million, or $0.89 and $0.65 per basic and diluted
     share, respectively.

     In the three and nine month periods ended May 31, 2003 there were no income
     taxes on operating income due to the utilization of certain net operating
     loss carryforwards for which no benefit had been previously provided. The
     income tax benefit of $339,000 recognized in the three months ended May 31,
     2002 related to additional loss carrybacks as a result of a change in tax
     law regarding the use of net operating loss carrybacks.

     LIQUIDITY AND CAPITAL RESOURCES

     Net cash provided by operating activities was $9.4 million in the first
     nine months of fiscal 2003 compared to net cash provided of $14.4 million
     in the same period of fiscal 2002. Receivables, prepaid expenses and other
     current assets decreased $7.0 million in the first nine months of fiscal
     2003 ($5.0 million of which resulted from payments made by Cliffstar under
     the Settlement Agreement, see Note 3 of Notes to Condensed Consolidated
     Financial Statements) compared to a decrease of $4.4 million in the first
     nine months of fiscal 2002. Inventories increased $1.8 million in the first
     nine months of fiscal 2003. This increase resulted from the quantity of raw
     materials in the form of frozen cranberries in inventory at May 31, 2003
     being higher than at August 31, 2002 offset by a reduction in cranberry
     concentrate inventory (as we continue to manage our inventories and sell
     cranberry concentrate). In the first nine months of fiscal 2002, we had a
     decline in inventory of $4.0 million as a result of sales of cranberry
     concentrate inventory. Accounts payable and accrued liabilities declined by
     $2.3 million in the first nine months of fiscal 2003 primarily as a result
     of elimination of the reserve related to the Cliffstar litigation and a
     reduction in accruals for trade promotions.

                                       20
<PAGE>

     Working capital was $13.3 million at May 31, 2003 compared to $6.9 million
     at August 31, 2002. Our current ratio was 1.6 to 1.0 at May 31, 2003,
     compared to 1.2 to 1.0 at August 31, 2002. This current ratio improved as a
     result of the receipt of funds from the Cliffstar settlement which allowed
     us to pay the outstanding balance on our revolving line of credit and
     reduce debt.

     Net cash provided by investing activities was $23.2 million in the first
     nine months of fiscal 2003 compared to $3.8 million in the same period of
     fiscal 2002. The increase resulted from payments made by Cliffstar pursuant
     to the Settlement Agreement. Payments on our note receivable from Cliffstar
     Corporation, prior to the cancellation of the note, contributed toward the
     positive cash flow in both periods. In fiscal 2003, proceeds from disposals
     of miscellaneous property and equipment, primarily as a result of the
     auction held at our closed facility in Dundee, New York, provided $0.8
     million. In fiscal 2002, proceeds from disposals of property and equipment
     provided $2.1 million ($1.3 million of which was attributable to the sale
     of an office facility in Wisconsin Rapids). Purchases of property and
     equipment were $0.6 million in fiscal 2003 and $0.3 million in fiscal 2002.

     Our net cash used in financing activities was $25.6 million in the first
     nine months of fiscal 2003 compared to $19.5 million in the first nine
     months of the prior year. In the first nine months of fiscal 2003 we made
     payments on long-term debt and other obligations of $25.1 million compared
     to $6.9 million in the same period of fiscal 2002. In fiscal 2002, in order
     to accomplish the restructuring, we obtained proceeds from our new
     revolving credit facility and two term loans, along with proceeds, net of
     legal and other costs, from the issuance of Class A Common Stock and Series
     A Preferred Stock. These proceeds were used to pay various banks in
     settlement of our previous revolving credit facility (see Note 2 of Notes
     to Condensed Consolidated Financial Statements) and to pay various debt
     issuance costs. In both periods, monthly principal payments were made on
     other obligations, and in the first nine months of fiscal 2003 additional
     payments were made as required under our restructured debt agreements.

     The following schedule sets forth our contractual long-term debt
     obligations as of May 31, 2003 (in thousands):

                                            Payments Due by Period
                                            ----------------------

                                       0-1       2-3        4-5       After 5
                          Total       year      years      years       years
                          -----       ----      -----      -----       -----
     Long-Term Debt     $44,984     $8,929     $5,151     $8,409      $22,495


     As of May 31, 2003, we had no outstanding borrowings under our $30.0
     million revolving credit facility with Foothill and Ableco. As of May 31,
     2003, we had approximately $6.8 million of unused borrowing availability
     under the facility.

                                       21
<PAGE>

     As described in Note 3 to Condensed Consolidated Financial Statements, we
     received payments of $8.35 million on April 9, 2003 and $19.4 million on
     May 28, 2003 from Cliffstar pursuant to the Settlement Agreement. We
     applied the payment against our outstanding borrowings under the revolving
     credit facility with Foothill and Ableco. We also applied approximately
     $14.5 million against our contractual debt obligations with (i) Foothill
     and Ableco and (ii) the bank group. The balance is being held as cash to
     fund our short term liquidity requirements.

     We believe that we will be able to fund our ongoing operational needs for
     fiscal 2003 through (i) cash generated from operations; (ii) cash received
     from the Cliffstar settlement; and (iii) financing available under our
     revolving credit facility with Foothill and Ableco. We do not have any
     significant capital expenditure commitments and continue to review our
     capital requirements in an effort to match expenditures with revenues.

     As of May 31, 2003, we were in compliance with all of our debt
     arrangements.


                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
                -------------------------------------------------

     We make certain "forward-looking statements" in this Form 10-Q, 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. Forward-looking statements include, among
     others, statements about actions by our competitors, sufficiency of our
     working capital, potential operational improvements and our efforts to
     improve profitability, sales and marketing strategies, expected levels of
     trade and marketing spending, anticipated market share and sales of our
     branded products, cranberry concentrates and other products, and
     disposition of significant litigation. These forward-looking statements
     involve risks and uncertainties and the actual results could differ
     materially from those discussed in the forward-looking statements. These
     risks and uncertainties include, without limitation, risks associated with
     (i) our ability to reinvigorate our Northland and Seneca brand names,
     regain lost distribution capabilities and branded products market share and
     generate increased levels of branded product sales; (ii) the level of
     cranberry inventory held by industry participants; (iii) the development,
     market share growth and consumer acceptance of our branded juice products;
     (iv) the resolution of certain litigation related to claims asserted by us
     against our principal competitor regarding what we believe to be
     anticompetitve tactics and unlawful monopolization within the cranberry
     products industry; (v) agricultural factors affecting our crop and the crop
     of other North American growers; and (vi) our ability to comply with the
     terms and conditions of, and to satisfy our responsibilities under, our
     credit facilities and other debt agreements. 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-Q. We

                                       22
<PAGE>

     disclaim any duty to update these statements or other information in this
     Form 10-Q based on future events or circumstances. Please read this entire
     Form 10-Q to better understand our business and the risks associated with
     our operations. Specifically, please see "Management's Discussion and
     Analysis of Financial Condition and Results of Operations" for a discussion
     of our current financial condition.

                                       23
<PAGE>

     ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
     -------------------------------------------------------------------

     We do not enter into any material futures, forwards, swaps, options or
     other derivative financial instruments for trading or other purposes. Our
     primary exposure to market risk is related to changes in interest rates and
     the effects those changes may have on our earnings as a result of our
     long-term financing arrangements. We manage our exposure to this market
     risk by monitoring interest rates and possible alternative means of
     financing. Our earnings may be affected by changes in short-term interest
     rates under our revolving line of credit facility and certain term loans,
     pursuant to which our borrowings bear interest at a variable rate, subject
     to minimum interest rates payable on certain loans. Based upon the debt
     outstanding under our revolving line of credit facility and certain term
     loans as of May 31, 2003, an increase of 1.0% in market interest rates
     would increase annual interest expense by approximately $0.2 million.


     ITEM 4.   CONTROLS AND PROCEDURES
     ---------------------------------

     (a)  Evaluation of disclosure controls and procedures. In accordance with
     Rule 13a-15(b) of the Securities Exchange Act of 1934 (the "Exchange Act"),
     within 90 days prior to the filing date of this Quarterly Report on Form
     10-Q, an evaluation was carried out under the supervision and with the
     participation of our management, including our Chief Executive Officer and
     Vice President-Finance, of the effectiveness of the design and operation of
     our disclosure controls and procedures (as defined in Rule 13a-14(c) under
     the Exchange Act). Based upon their evaluation of these disclosure controls
     and procedures, the Chief Executive Officer and Vice President-Finance
     concluded that the disclosure controls and procedures were effective as of
     the date of such evaluation to ensure that material information relating to
     us, including our consolidated subsidiaries, was made known to them by
     others within those entities, particularly during the period in which this
     Quarterly Report on Form 10-Q was being prepared.

     (b)  Changes in internal controls. There were no significant changes in our
     internal controls or other factors that could significantly affect those
     controls subsequent to the date of their evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

                                       24
<PAGE>

PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS.
---------------------------

     On March 8, 2000, we sold the net assets of our private label juice
     business to Cliffstar pursuant to an asset purchase agreement dated January
     4, 2000. In connection with the sale, we received from Cliffstar an
     unsecured, subordinated promissory note for $28,000,000. Additionally,
     Cliffstar is contractually obligated to make certain annual earn-out
     payments to us for a period of six years from the closing date based
     generally on operating profit from Cliffstar's sale of cranberry juice
     products. On July 7, 2000, Cliffstar filed suit against us in the United
     States District Court, Western District of New York, alleging, among other
     things, that we breached certain representations and warranties in the
     Asset Purchase Agreement. That lawsuit was subsequently dismissed, and on
     July 31, 2000, we filed a lawsuit against Cliffstar in the Northern
     District of Illinois alleging that Cliffstar breached various provisions of
     the asset purchase agreement, an interim cranberry sauce purchase
     agreement, the promissory note issued by Cliffstar in the transaction, and
     a co-packing agreement entered into in connection with the sale. On October
     23, 2002, after a trial to a jury on the remaining claims, the District
     Court entered judgment in our favor and against Cliffstar in the amount of
     $6,674,450. Following post trial motions, final judgment was entered in our
     favor in the amount of $8,210,459 and in favor of Cliffstar in the amount
     of $459,050. On January 21, 2003, Cliffstar filed a Notice of Appeal with
     the United States Court of Appeals for the Seventh Circuit.

     We entered into a Confidential Settlement Agreement effective February 27,
     2003 and a Supplemental Agreement to Confidential Settlement Agreement
     dated April 3, 2003 (collectively referred to as the "Settlement
     Agreement") pursuant to which the parties agreed to settle and resolve all
     disputes between them, except those relating to the annual earn-out
     payments required to be made by Cliffstar to the Company under the Asset
     Purchase Agreement. Pursuant to the Settlement Agreement, Cliffstar has
     among other things satisfied the judgment entered in its favor in the case,
     released all claims it may have against the Company and paid the Company
     the sum of $28.75 million, $1.0 million of which was paid on February 28,
     2003, $8.35 million of which was paid on April 9, 2003, and $19.40 million
     of which was paid on May 28, 2003. Pursuant to the Settlement Agreement,
     the Company has among other things cancelled the promissory note issued by
     Cliffstar in the private label sale transaction, satisfied the judgment
     entered in its favor in the case and released all claims it may have
     against Cliffstar, except those relating to the annual earn-out payments
     under the Asset Purchase Agreement.


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.
---------------------------------------------------

     None.

                                       25
<PAGE>

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.
-----------------------------------------

     None.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
-------------------------------------------------------------

     None.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.
------------------------------------------

     A.   Exhibits

          Exhibits filed with this Form 10-Q report are incorporated herein by
          reference to the Exhibit Index accompanying this report.

     B.   Form 8-K

          No current reports on Form 8-K were filed during the third quarter of
          fiscal 2003.

                                       26
<PAGE>

                                    SIGNATURE


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                    NORTHLAND CRANBERRIES, INC.





DATE: July 15, 2003                 By: /s/ Nigel J. Cooper
                                        ----------------------------------------
                                        Nigel J. Cooper
                                        Vice President - Finance



                                       27
<PAGE>

                                 CERTIFICATIONS

I, John Swendrowski, certify that:

     1.   I have reviewed this quarterly report on Form 10-Q of Northland
Cranberries, Inc.;

     2.   Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

     3.   Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4.   The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;
     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and
     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and
     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

     6.   The registrant's other certifying officer and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date          July 15, 2003
    --------------------------------

            /s/ John Swendrowski
          --------------------------------
          John Swendrowski
          Chairman of the Board,
          Chief Executive Officer and Director

                                       28
<PAGE>

I, Nigel J. Cooper, certify that:

     1.   I have reviewed this quarterly report on Form 10-Q of Northland
Cranberries, Inc.;

     2.   Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

     3.   Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4.   The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;
     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and
     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

     a)   deficiencies in the design or operation of internal controls which
          could adversely affect the registrant's ability to record, process,
          summarize and report financial data and have identified for the
          registrant's auditors any material weaknesses in internal controls;
          and
     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

     6.   The registrant's other certifying officer and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date          July 15, 2003
    --------------------------------

            /s/ Nigel J. Cooper
          --------------------------------
          Nigel J. Cooper
          Vice President - Finance

                                       29
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT
   NO.                               DESCRIPTION
--------                             -----------

4.1       First Amendment to Loan and Security Agreement, dated as of April 29,
          2003, by and among the Company, Foothill Capital Corporation and
          Ableco Finance LLC, as lenders, and Foothill Capital Corporation, as
          administrative agent.

4.2       First Amendment to Amended and Restated Credit Agreement, dated March
          27, 2003, by and among the Company, U.S. Bank National Association,
          St. Francis Bank, F.S.B. and ARK CLO 2000-1 Limited, as lenders, and
          U.S. Bank National Association, as agent.

4.3       Second Amendment to Amended and Restated Credit Agreement, dated May
          22, 2003, by and among the Company, U.S. Bank National Association,
          St. Francis Bank, F.S.B. and ARK CLO 2000-1 Limited, as lenders, and
          U.S. Bank National Association, as agent.

4.4       Third Amendment to Amended and Restated Credit Agreement, dated May
          30, 2003, by and among the Company, U.S. Bank National Association,
          St. Francis Bank, F.S.B. and ARK CLO 2000-1 Limited, as lenders, and
          U.S. Bank National Association, as agent.

99.1      Certification of John Swendrowski, Chairman and Chief Executive
          Officer of Northland Cranberries, Inc., pursuant to 18 U.S.C. Section
          1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
          2002.

99.2      Certification of Nigel J. Cooper, Vice President - Finance of
          Northland Cranberries, Inc., pursuant to 18 U.S.C. Section 1350, as
          adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


                                       30