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NATIONAL BEVERAGE CORP - Quarter Report: 2001 October (Form 10-Q)

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Form 10-Q
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


     
(Box with an X)   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 27, 2001
or
(Empty Ballot Box)   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-14170

NATIONAL BEVERAGE CORP.
(Exact name of registrant as specified in its charter)

     
Delaware   59-2605822

 
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)
One North University Drive, Ft. Lauderdale, FL   33324

 
(Address of principal executive offices)   (Zip Code)

(954) 581-0922


(Registrant’s telephone number, including area code)

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 (Box with an X)     No  (Empty Ballot Box)

The number of shares of Registrant’s common stock outstanding as of December 3, 2001 was 18,163,078.


 


TABLE OF CONTENTS

CONDENSED CONSOLIDATED BALANCE SHEETS
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
PART I — FINANCIAL INFORMATION
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
PART II — OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K


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NATIONAL BEVERAGE CORP.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED OCTOBER 27, 2001

INDEX

PART I — FINANCIAL INFORMATION

                 
            Page
           
Item 1
  Financial Statements        
 
  Condensed Consolidated Balance Sheets as of October 27, 2001 and April 28, 2001     3  
 
 
Condensed Consolidated Statements of Income for the three months and six months ended October 27, 2001
and October 28, 2000
    4  
 
  Condensed Consolidated Statements of Cash Flows for the six months ended October 27, 2001 and October 28, 2000     5  
 
  Notes to Condensed Consolidated Financial Statements     6  
Item 2
  Management's Discussion and Analysis of Financial Condition and Results of Operations     9  
Item 3
  Quantitative and Qualitative Disclosures About Market Risk     13  

PART II — OTHER INFORMATION

                 
Item 4
  Submissions of Matters to a Vote of Security Holders     14  
Item 6
  Exhibits and Reports on Form 8-K     14  

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NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF OCTOBER 27, 2001 AND APRIL 28, 2001

(In thousands, except share amounts)


                   
      (Unaudited)
      October 27,   April 28,
      2001   2001
     
 
Assets
               
Current assets:
               
 
Cash and equivalents
  $ 38,101     $ 39,625  
 
Trade receivables — net of allowances of $569 ($559 at April 28, 2001)
    37,270       41,068  
 
Inventories
    30,990       31,747  
 
Deferred income taxes
    1,546       1,333  
 
Prepaid and other
    5,468       6,518  
 
 
   
     
 
 
Total current assets
    113,375       120,291  
Property — net
    61,184       62,215  
Goodwill
    13,145       13,145  
Intangible assets — net
    2,072       2,114  
Other assets
    6,324       6,103  
 
 
   
     
 
 
  $ 196,100     $ 203,868  
 
 
   
     
 
Liabilities and Shareholders’ Equity
               
Current liabilities:
               
 
Accounts payable
  $ 17,959     $ 37,651  
 
Accrued liabilities
    21,021       20,131  
 
Income taxes payable
    2,698       65  
 
 
   
     
 
 
Total current liabilities
    41,678       57,847  
Long-term debt
    19,910       24,136  
Deferred income taxes
    11,876       10,208  
Other liabilities
    3,012       3,189  
Commitments and contingencies
               
Shareholders’ equity:
               
 
Preferred stock, 7% cumulative, $1 par value, aggregate liquidation preference of $15,000 — 1,000,000 shares authorized; 150,000 shares issued; no shares outstanding
    150       150  
 
Common stock, $.01 par value — authorized 50,000,000 shares; issued 22,151,412 shares (22,134,612 shares at April 28, 2001)
    222       221  
 
Additional paid-in capital
    15,725       15,638  
 
Retained earnings
    120,910       109,705  
 
Treasury stock — at cost:
               
 
    Preferred stock — 150,000 shares
    (5,100 )     (5,100 )
 
    Common stock — 3,988,334 shares (3,972,634 shares at April 28, 2001)
    (12,283 )     (12,126 )
 
 
   
     
 
 
Total shareholders’ equity
    119,624       108,488  
 
 
   
     
 
 
  $ 196,100     $ 203,868  
 
 
   
     
 

See accompanying Notes to Condensed Consolidated Financial Statements.

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NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS AND SIX MONTHS ENDED OCTOBER 27, 2001 AND OCTOBER 28, 2000
(In thousands, except per share amounts)


                                   
              (Unaudited)        
      Three Months Ended   Six Months Ended
     
 
      2001   2000   2001   2000
     
 
 
 
Net sales
  $ 124,124     $ 120,760     $ 276,509     $ 260,986  
Cost of sales
    84,144       81,843       186,403       176,016  
 
   
     
     
     
 
Gross profit
    39,980       38,917       90,106       84,970  
Selling, general and administrative expenses
    34,221       33,434       71,910       68,065  
Interest expense
    260       642       575       1,288  
Other income — net
    319       515       540       966  
 
   
     
     
     
 
Income before income taxes
    5,818       5,356       18,161       16,583  
Provision for income taxes
    2,229       2,041       6,956       6,318  
 
   
     
     
     
 
Net income
  $ 3,589     $ 3,315     $ 11,205     $ 10,265  
 
   
     
     
     
 
Net income per share —
                               
 
Basic
  $ .20     $ .18     $ .62     $ .56  
 
   
     
     
     
 
 
Diluted
  $ .19     $ .18     $ .59     $ .55  
 
   
     
     
     
 
Average common shares outstanding —
 
 
Basic
    18,167       18,154       18,165       18,166  
 
   
     
     
     
 
 
Diluted
    18,974       18,767       18,966       18,814  
 
   
     
     
     
 

See accompanying Notes to Condensed Consolidated Financial Statements.

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NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED OCTOBER 27, 2001 AND OCTOBER 28, 2000

(In thousands)


                     
        (Unaudited)
        2001   2000
       
 
Operating Activities:
               
Net income
  $ 11,205     $ 10,265  
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
               
 
Depreciation and amortization
    5,809       5,390  
 
Deferred income tax provision
    1,455       101  
 
Loss on sale of property
    133       10  
 
Changes in assets and liabilities, net of acquisitions:
               
   
Trade receivables
    3,798       (678 )
   
Inventories
    757       (1,255 )
   
Prepaid and other assets
    (690 )     (155 )
   
Accounts payable
    (19,692 )     (8,066 )
   
Other liabilities, net
    3,393       934  
 
   
     
 
Net cash provided by operating activities
    6,168       6,546  
 
   
     
 
Investing Activities:
               
Property additions
    (3,356 )     (1,417 )
Proceeds from sale of assets
    6        
Acquisitions, net of cash acquired
          (3,780 )
 
   
     
 
Net cash used in investing activities
    (3,350 )     (5,197 )
 
   
     
 
Financing Activities:
               
Debt repayments
    (226 )     (200 )
Borrowings (payments) on line of credit, net
    (4,000 )     (5,000 )
Repurchase of common stock
    (157 )     (260 )
Proceeds from stock options exercised
    41       18  
 
   
     
 
Net cash used in financing activities
    (4,342 )     (5,442 )
 
   
     
 
Net Decrease in Cash and Equivalents
    (1,524 )     (4,093 )
Cash and Equivalents — Beginning of Year
    39,625       38,482  
 
   
     
 
Cash and Equivalents — End of Period
  $ 38,101     $ 34,389  
 
   
     
 
Other Cash Flow Information:
               
Interest paid
  $ 639     $ 1,463  
Income taxes paid
    1,129       5,514  

See accompanying Notes to Condensed Consolidated Financial Statements.

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NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 27, 2001
(UNAUDITED)


1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of National Beverage Corp. and its subsidiaries (the “Company”) have been prepared in accordance with generally accepted accounting principles for interim financial information. The financial statements do not include all information and notes required by generally accepted accounting principles for complete financial statements. Except for the matters disclosed herein, there has been no material change in the information disclosed in the notes to consolidated financial statements for the fiscal year ended April 28, 2001. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Results for the interim periods presented are not necessarily indicative of results which might be expected for the entire fiscal year. Certain prior year amounts have been reclassified to conform to the current year presentation.

2. CHANGES IN ACCOUNTING STANDARDS

The company adopted Statement of Financial Accounting Standards (“SFAS”) No. 133 “Accounting for Derivative Instruments and Hedging Activities” in the three months ended July 28, 2001 (first quarter of fiscal 2002). The adoption of SFAS No. 133 did not have a material impact on the Company’s financial position or operating results and has not resulted in significant changes to its financial risk management practices. Also, in the first quarter of fiscal 2002, the Company adopted SFAS No. 142 “Goodwill and Other Intangible Assets”. The adoption of SFAS No. 142 did not materially impact the Company’s financial position or operating results. See Note 5.

3. INVENTORIES

Inventories are stated at the lower of first-in, first-out cost or market. Inventories at October 27, 2001 are comprised of finished goods of $16,129,000 and raw materials of $14,861,000. Inventories at April 28, 2001 are comprised of finished goods of $17,721,000 and raw materials of $14,026,000.

4. PROPERTY

Property consists of the following:

                 
    (In thousands)
    October 27,   April 28,
    2001   2001
   
 
Land
  $ 10,625     $ 10,625  
Buildings and improvements
    35,275       35,088  
Machinery and equipment
    96,668       94,356  
 
   
     
 
Total
    142,568       140,069  
Less accumulated depreciation
    (81,384 )     (77,854 )
 
   
     
 
Property — net
  $ 61,184     $ 62,215  
 
   
     
 

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Depreciation expense was $2,119,000 and $4,246,000 for the three and six months ended October 27, 2001, respectively, and $1,950,000 and $3,843,000 for the three and six months ended October 28, 2000, respectively.

5. GOODWILL AND INTANGIBLE ASSETS

In accordance with SFAS No. 142, adopted in the first quarter of fiscal 2002, the Company discontinued the amortization of goodwill and certain intangible assets that were determined to have an indefinite life. Had the Company applied the non-amortization provisions of SFAS No. 142 at the beginning of the first quarter of fiscal 2001, net income for the three and six months ended October 28, 2000 would have increased by $90,000 (less than $.01 per share) and $179,000 ($.01 per share), respectively. Intangible assets at October 27, 2001 and April 28, 2001 consist of the following:

                 
    (In thousands)
    October 27,   April 28,
    2001   2001
   
 
Unamortized trademarks
  $ 1,587     $ 1,601  
 
   
     
 
Amortized distribution rights
  $ 855     $ 855  
Less accumulated amortization
    (370 )     (342 )
 
   
     
 
Net
  $ 485     $ 513  
 
   
     
 

Amortization expense related to intangible assets was $14,000 and $28,000 for the three and six months ended October 27, 2001, respectively, and $35,000 and $70,000 for the three and six months ended October 28, 2000, respectively.

6. DEBT

Debt consists of the following:

                 
    (In thousands)
    October 27,   April 28,
    2001   2001
   
 
Credit Facilities
  $     $ 4,000  
Term Loan Facilities
    19,750       19,900  
Other
    160       236  
 
   
     
 
Total
  $ 19,910     $ 24,136  
 
   
     
 

Certain subsidiaries of the Company maintain unsecured revolving credit facilities aggregating $48 million (the “Credit Facilities”) and unsecured term loan facilities (“Term Loan Facilities”) with banks. The Credit Facilities expire through December 10, 2003 and bear interest at 1/2% below the banks’ reference rate or 1% above LIBOR, at the subsidiaries’ election. The Term Loan Facilities are repayable in installments through July 31, 2004, and bear interest at the banks’ reference rate or 1 1/4% above LIBOR, at the subsidiaries’ election. The Company intends to utilize its existing long-term Credit Facilities to fund the current principal payments due on its Term Loan Facilities.

Certain of the Company’s debt agreements contain restrictions which require subsidiaries to maintain certain financial ratios and minimum net worth, and limit subsidiaries with respect to incurring additional indebtedness, paying cash dividends and making certain loans, advances or

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other investments. These restrictions are not expected to have a material adverse impact on the operations of the Company. At October 27, 2001, retained earnings of approximately $44 million were available for distribution and the Company was in compliance with all loan covenants.

7. CAPITAL STOCK

During the six months ended October 27, 2001, options for 16,800 shares were exercised at prices ranging from $2.09 to $5.00. At October 27, 2001, options to purchase 1,257,216 shares at a weighted average exercise price of $3.73 (ranging from $.13 to $9.88 per share) were outstanding and stock-based awards to purchase 1,136,824 shares of common stock were available for grant. On October 26, 2001, the Company’s stockholders approved an amendment to the Company’s Omnibus Incentive Plan and Special Stock Option Plan to increase the number of shares available for award by 600,000 and 100,000 shares, respectively.

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PART I — FINANCIAL INFORMATION

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

General Overview

National Beverage Corp. (the “Company”) is a holding company for various operating subsidiaries that develop, manufacture, market and distribute a complete portfolio of quality beverage products throughout the United States. The Company’s brands emphasize distinctive flavor variety, including its flagship brands Shasta® and Faygo®, complete lines of multi-flavored and cola soft drinks. In addition, the Company offers an assortment of premium beverages geared toward the health-conscious consumer, including Everfresh®, Home Juice® and Mr. Pure® 100% juice and juice-based products; and LaCROIX®, Mt. Shasta™, Crystal Bay® and ClearFruit® flavored and spring water products. The Company also provides specialty products, including VooDoo Rain™, a line of alternative beverages geared toward young consumers, Ohana® fruit-flavored drinks, and St. Nick’s® holiday soft drinks. Substantially all of the Company’s brands are produced in its sixteen manufacturing facilities, which are strategically located in major metropolitan markets throughout the continental United States. The Company also develops and produces soft drinks for retail grocery chains, warehouse clubs, mass-merchandisers and wholesalers (“allied brands”) as well as soft drinks for other beverage companies.

The Company’s strategy emphasizes the growth of its branded products by offering a diverse beverage portfolio of proprietary flavors; by supporting the franchise value of regional brands; by developing and acquiring innovative products tailored toward healthy lifestyles; and by appealing to the “quality-price” sensitivity factor of the family consumer. Management believes that the “regional share dynamics” of its brands have a consumer loyalty within local markets that generates more aggressive retailer sponsored promotional activities.

The Company occupies a unique position in the industry as a vertically integrated national company delivering branded and allied brands through a hybrid distribution network to multiple beverage channels. As part of its sales and marketing strategy, the Company enters into long-term contractual relationships that join the expertise of Company sales, marketing and manufacturing functions with national and regional retailers marketing/sales expertise to cause the maximum joint effort in generating sales for branded and allied branded products. These “Strategic Alliances” provide for retailer promotional support for the Company’s brands and nationally integrated manufacturing and distribution services for the retailer’s allied brands.

Over the last several years, the Company has focused on increasing penetration of its brands in the convenience channel through company-owned and independent distributors. The convenience channel is composed of convenience stores, gas stations and other smaller “up-and-down-the-street” accounts. Because of the higher retail prices and margins that typically prevail, the Company has undertaken specific measures to expand its distribution in this channel. These include the development of products specifically targeted to this market, such as VooDoo Rain, ClearFruit, Everfresh, Home Juice and Mr. Pure. Also, the Company has created proprietary and specialized packaging for these products with specific graphics for the discriminating consumer. Management intends to continue its focus on enhancing growth in the convenience channel through both specialized packaging and innovative product development.

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Beverage industry sales are seasonal with the highest volume typically realized during the summer months. Additionally, the Company’s operating results are subject to numerous factors, including fluctuations in the costs of raw materials, changes in consumer preference for beverage products and competitive pricing in the marketplace.

Results of Operations

Three Months Ended October 27, 2001 (second quarter of fiscal 2002) compared to Three Months Ended October 28, 2000 (second quarter of fiscal 2001)

Net sales for the three months ended October 27, 2001 increased approximately $3.4 million, or 2.8%, over the three months ended October 28, 2000. This sales growth was due primarily to improved pricing in certain markets and increased volume of the Company’s branded soft drinks. The improvement was partially offset by a volume decline in allied brands and unfavorable changes in product mix.

Gross profit approximated 32.2% of net sales for the second quarter of fiscal 2002 and fiscal 2001. Gross profit was favorably affected by the improved pricing mentioned above and the effect of volume growth on fixed manufacturing costs, offset by unfavorable changes in product mix and increased costs.

Selling, general and administrative expenses were $34.2 million or 27.6% of net sales for the second quarter of fiscal 2002, compared to $33.4 million for last year. This change was primarily due to higher distribution and selling costs related to increased volume.

Interest expense declined during the second quarter of fiscal 2002 due to reductions in average debt outstanding and interest rates. Other income decreased primarily due to a decrease in interest income resulting from lower yields. See Note 6 of Notes to Condensed Consolidated Financial Statements.

The Company’s effective rate for income taxes, based upon estimated annual income tax rates, approximated 38.3% of income before taxes for the second quarter of fiscal 2002 and 38.1% for the second quarter of fiscal 2001. The difference between the effective rate and the federal statutory rate of 35% was primarily due to the effects of state income taxes and non-deductible expenses.

Net income amounted to $3.6 million or $.20 per share for the three months ended October 27, 2001, compared to $3.3 million or $.18 per share for the three months ended October 28, 2000.

Six Months Ended October 27, 2001 (first six months of fiscal 2002) compared to Six Months Ended October 28, 2000 (first six months of fiscal 2001)

Net sales for the six months ended October 27, 2001 increased approximately $15.5 million, or 5.9%, over the six months ended October 28, 2000. This sales growth was due primarily to improved pricing in certain markets, increased volume of the Company’s branded soft drinks, and sales of Ritz and Crystal Bay brands acquired in September 2000. Additionally, the Company’s premium beverages gained volume during the first six months of fiscal 2002 as a result of increased distribution within the convenience channel. The improvement was partially offset by unfavorable product mix changes.

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Gross profit approximated 32.6% of net sales for the first six months of fiscal 2002 and fiscal 2001. Gross profit was favorably affected by the improved pricing mentioned above and the effect of volume growth on fixed manufacturing costs, offset by unfavorable changes in product mix and increased costs.

Selling, general and administrative expenses were $71.9 million or 26.0% of net sales for the first six months of fiscal 2002, compared to $68.1 million for last year. This change was primarily due to higher distribution and selling costs related to increased volume.

Interest expense declined during the first six months of fiscal 2002 compared to the prior year due to reductions in average debt outstanding and interest rates. Other income decreased primarily due to a decrease in interest income resulting from lower yields. See Note 6 of Notes to Condensed Consolidated Financial Statements.

The Company’s effective rate for income taxes, based upon estimated annual income tax rates, approximated 38.3% of income before taxes for the first six months of fiscal 2002 and 38.1% for the first six months of fiscal 2001. The difference between the effective rate and the federal statutory rate of 35% was primarily due to the effects of state income taxes and non-deductible expenses.

Net income amounted to $11.2 million or $.62 per share for the six months ended October 27, 2001, compared to $10.3 million or $.56 per share for the six months ended October 28, 2000.

Capital Resources

The Company’s current sources of capital are cash flow from operations and borrowings under existing credit facilities. The Company maintains unsecured revolving credit facilities of which approximately $46 million was available for future borrowings at October 27, 2001. Management believes that existing capital resources are sufficient to meet the Company’s and the parent company’s capital requirements for the foreseeable future.

Management views earnings before interest expense, taxes, depreciation and amortization (“EBITDA”) as a key indicator of the Company’s operating performance and enterprise value, although not as a substitute for cash flow from operations or operating income. The Company’s EBITDA increased 5.5% to $24.5 million for the first six months of fiscal 2002 from $23.3 million last year. Management believes that EBITDA is sufficient to support additional growth and debt capacity.

Summary Of Cash Flows

The Company’s principal source of cash during the first six months of fiscal 2002 was $6.2 million provided by operating activities. The Company’s primary uses of cash were net debt repayments of $4.2 million and capital expenditures of $3.4 million.

Net cash provided by operating activities for the first six months of fiscal 2002 decreased to $6.2 million from $6.5 million due to an increase in working capital requirements, while net cash used in investing activities decreased to $3.4 million from $5.2 million due to a decline in cash used for acquisitions. Net cash used in financing activities decreased $1.1 million for the first six months of fiscal 2002 as compared to last year primarily due to a decline in net debt repayments.

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Financial Condition

During the first six months of fiscal 2002, the Company’s working capital improved to $71.7 million from $62.4 million primarily due to cash generated from operations and a decrease in accounts payable. Trade receivables, inventories, and accounts payable decreased as a result of a seasonal decline in sales. Prepaid and other assets decreased due to a decline in income tax refunds receivable. At October 27, 2001, the current ratio was 2.7 to 1 while the debt-to-equity ratio was to .2 to 1.

Liquidity

The Company continually evaluates capital projects designed to expand capacity and improve efficiency at its manufacturing facilities. The Company presently has no material commitments for capital expenditures and expects that fiscal 2002 capital expenditures will be comparable to fiscal 2001.

Certain debt agreements contain restrictions which require subsidiaries to maintain certain financial ratios and minimum net worth, and limit the subsidiaries with respect to incurring additional indebtedness, paying cash dividends and making loans, advances or other investments. These restrictions are not expected to have a material adverse impact on the operations of the Company. At October 27, 2001, retained earnings of approximately $44 million were available for distribution and the Company was in compliance with all loan covenants and restrictions. See Note 6 of Notes to Condensed Consolidated Financial Statements.

Changes in Accounting Standards

In May 2000, the Emerging Issues Task Force (“EITF”) reached a consensus on Issue 00-14, “Accounting for Certain Sales Incentives”, which requires the cost of consumer coupons and other sales incentives to be classified as a reduction of revenues. In addition, in April 2001, the EITF reached a consensus on Issue 00-25, “Vendor Income Statement Characterization of Consideration from a Vendor to a Retailer”, which requires slotting costs and other payments made to retailers to be classified as a reduction of revenue. The Company currently classifies certain sales incentives and payments to retailers as “Selling, general and administrative expenses”. The Company will adopt EITF 00-14 and EITF 00-25 in the fourth quarter of fiscal 2002 and has not yet made a determination of the impact on its consolidated financial statements.

In October 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (“SFAS “) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” This statement supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of,” and addresses financial accounting and reporting for the impairment or disposal of long-lived assets. SFAS No. 144 is effective for the Company’s fiscal year beginning April 28, 2002. The Company is currently assessing the impact, if any, of the adoption of this statement.

Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q (this “Form 10-Q”), including statements under “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve

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known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the following: general economic and business conditions; pricing of competitive products; success of the Company’s Strategic Alliance objective; success in acquiring other beverage businesses; success of new product and flavor introductions; fluctuations in the costs of raw materials; the Company’s ability to increase prices; continued retailer support for the Company’s brands; changes in consumer preferences; success of implementing business strategies; changes in business strategy or development plans; government regulations; regional weather conditions; and other factors referenced in this Form 10-Q. The Company disclaims an obligation to update any such factors or to publicly announce the results of any revisions to any forward-looking statements contained herein to reflect future events or developments.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There are no material changes to the disclosures made on this matter in the Company’s Annual Report on Form 10-K for the fiscal year ended April 28, 2001.

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PART II — OTHER INFORMATION

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

At the company’s Annual Meeting of Shareholders held October 26, 2001, Mr. S. Lee Kling and Mr. Joseph P. Klock, Jr. were re-elected to the Board of Directors for a three-year term. Out of 17,756,552 shares voted, 17,384,911 shares were voted for the election of Mr. S. Lee Kling (371,641 shares were withheld) and 17,383,171 shares were voted for the election of Mr. Joseph P. Klock, Jr. (373,381 shares were withheld). In addition, the proposals to amend the Company’s 1991 Omnibus Incentive Plan and the Special Stock Option Plan to increase the number of shares issuable thereunder were approved as follows:

                         
    For   Against   Abstain
   
 
 
1991 Omnibus Incentive Plan
    16,392,699       1,360,296       3,557  
Special Stock Option Plan
    16,391,307       1,359,552       5,693  

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits: None

(b)  Reports on Form 8-K: None

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SIGNATURE

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

         
DATE:   December 11, 2001    
 
        NATIONAL BEVERAGE CORP.
        (Registrant)
 
        By: \s\ Dean A. McCoy
       
        Dean A. McCoy
        Senior Vice President - Controller
(On behalf of the Registrant and as
Principal Accounting Officer)

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