NATIONAL BEVERAGE CORP - Quarter Report: 2006 October (Form 10-Q)
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 28, 2006
Commission file number 1-14170
NATIONAL BEVERAGE CORP.
(Exact name of registrant as specified in its charter)
![(Logo)](https://www.sec.gov/Archives/edgar/data/0000069891/000095014406011480/g04668nationalbeve.gif)
Delaware | 59-2605822 | |
(State of incorporation) | (I.R.S. Employer Identification No.) |
One North University Drive, Ft. Lauderdale, FL | 33324 | |
(Address of principal executive offices) | (Zip Code) |
(954) 581-0922
(Registrants telephone number, including area code)
(Registrants 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 x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer.
Large Accelerated Filer o Accelerated Filer o Non-accelerated Filer x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No x
The
number of shares of registrants common stock outstanding as of December 7, 2006 was 37,593,709.
Table of Contents
NATIONAL BEVERAGE CORP.
QUARTERLY REPORT ON FORM 10-Q
INDEX
QUARTERLY REPORT ON FORM 10-Q
INDEX
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12 | ||||||||
12 | ||||||||
13 | ||||||||
13 | ||||||||
EX-31.1 Section 302 CEO Certification | ||||||||
EX-31.2 Section 302 PFO Certification | ||||||||
EX-32.1 Section 906 CEO Certification | ||||||||
EX-32.2 Section 906 PFO Certification |
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PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF OCTOBER 28, 2006 AND APRIL 29, 2006
(In thousands, except share amounts)
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF OCTOBER 28, 2006 AND APRIL 29, 2006
(In thousands, except share amounts)
(Unaudited) | ||||||||
October 28, | April 29, | |||||||
2006 | 2006 | |||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and equivalents |
$ | 54,064 | $ | 42,119 | ||||
Trade receivables net of allowances of $470 ($562 at April 29, 2006) |
43,586 | 48,236 | ||||||
Inventories |
38,468 | 34,429 | ||||||
Deferred income taxes net |
1,825 | 1,940 | ||||||
Prepaid and other assets |
7,842 | 9,287 | ||||||
Total current assets |
145,785 | 136,011 | ||||||
Property net |
55,328 | 56,027 | ||||||
Goodwill |
13,145 | 13,145 | ||||||
Intangible assets net |
1,653 | 1,653 | ||||||
Other assets |
11,694 | 11,503 | ||||||
$ | 227,605 | $ | 218,339 | |||||
Liabilities and Shareholders Equity |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 30,678 | $ | 38,041 | ||||
Accrued liabilities |
20,652 | 20,576 | ||||||
Income taxes payable |
2,841 | 2,369 | ||||||
Total current liabilities |
54,171 | 60,986 | ||||||
Deferred income taxes net |
17,430 | 17,783 | ||||||
Other liabilities |
8,782 | 8,710 | ||||||
Shareholders equity: |
||||||||
Preferred stock, 7% cumulative, $1 par value - 1,000,000 shares
authorized; 150,000 shares issued; no shares outstanding |
150 | 150 | ||||||
Common stock, $.01 par value - 50,000,000 shares authorized;
41,626,493 shares issued (41,511,193 shares at April 29, 2006) |
416 | 415 | ||||||
Additional paid-in capital |
23,886 | 23,033 | ||||||
Retained earnings |
140,770 | 125,262 | ||||||
Treasury stock at cost: |
||||||||
Preferred stock - 150,000 shares |
(5,100 | ) | (5,100 | ) | ||||
Common stock - 4,032,784 shares |
(12,900 | ) | (12,900 | ) | ||||
Total shareholders equity |
147,222 | 130,860 | ||||||
$ | 227,605 | $ | 218,339 | |||||
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 28, 2006
AND OCTOBER 29, 2005
(In thousands, except per share amounts)
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS AND SIX MONTHS ENDED OCTOBER 28, 2006
AND OCTOBER 29, 2005
(In thousands, except per share amounts)
(Unaudited) | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
Net sales |
$ | 135,818 | $ | 131,502 | $ | 285,954 | $ | 273,865 | ||||||||
Cost of sales |
91,905 | 90,282 | 192,086 | 183,317 | ||||||||||||
Gross profit |
43,913 | 41,220 | 93,868 | 90,548 | ||||||||||||
Selling, general and administrative expenses |
35,361 | 34,306 | 70,433 | 68,179 | ||||||||||||
Interest expense |
27 | 25 | 51 | 50 | ||||||||||||
Other income net |
444 | 293 | 809 | 455 | ||||||||||||
Income before income taxes |
8,969 | 7,182 | 24,193 | 22,774 | ||||||||||||
Provision for income taxes |
3,220 | 2,608 | 8,685 | 8,517 | ||||||||||||
Net income |
$ | 5,749 | $ | 4,574 | $ | 15,508 | $ | 14,257 | ||||||||
Net income per share - |
||||||||||||||||
Basic |
$ | .15 | $ | .12 | $ | .41 | $ | .38 | ||||||||
Diluted |
$ | .15 | $ | .12 | $ | .40 | $ | .37 | ||||||||
Average common shares outstanding basic |
38,131 | 37,705 | 38,121 | 37,662 | ||||||||||||
Dilutive stock options |
254 | 561 | 261 | 601 | ||||||||||||
Average common shares outstanding diluted |
38,385 | 38,266 | 38,382 | 38,263 | ||||||||||||
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 28, 2006 AND OCTOBER 29, 2005
(In thousands)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED OCTOBER 28, 2006 AND OCTOBER 29, 2005
(In thousands)
(Unaudited) | ||||||||
2006 | 2005 | |||||||
Operating Activities: |
||||||||
Net income |
$ | 15,508 | $ | 14,257 | ||||
Adjustments to reconcile net income to net cash
provided by operating activities: |
||||||||
Depreciation and amortization |
6,135 | 6,689 | ||||||
Deferred income tax provision (benefit) |
(238 | ) | 303 | |||||
Loss (gain) on disposal of property, net |
(41 | ) | 287 | |||||
Stock-based compensation |
163 | 147 | ||||||
Changes in assets and liabilities: |
||||||||
Trade receivables |
4,650 | 3,053 | ||||||
Inventories |
(4,039 | ) | (4,292 | ) | ||||
Prepaid and other assets |
(2,091 | ) | (3,277 | ) | ||||
Accounts payable |
(7,363 | ) | (4,153 | ) | ||||
Accrued and other liabilities, net |
2,927 | 5,201 | ||||||
Net cash provided by operating activities |
15,611 | 18,215 | ||||||
Investing Activities: |
||||||||
Marketable securities purchased |
(233,825 | ) | (165,750 | ) | ||||
Marketable securities sold |
233,825 | 165,750 | ||||||
Property additions |
(4,416 | ) | (3,302 | ) | ||||
Proceeds from sale of assets |
59 | 731 | ||||||
Net cash used in investing activities |
(4,357 | ) | (2,571 | ) | ||||
Financing Activities: |
||||||||
Proceeds from stock options exercised |
230 | 316 | ||||||
Stock-based tax benefits |
461 | 278 | ||||||
Net cash provided by financing activities |
691 | 594 | ||||||
Net Increase in Cash and Equivalents |
11,945 | 16,238 | ||||||
Cash and Equivalents Beginning of Year |
42,119 | 54,557 | ||||||
Cash and Equivalents End of Period |
$ | 54,064 | $ | 70,795 | ||||
Other Cash Flow Information: |
||||||||
Interest paid |
$ | 53 | $ | 52 | ||||
Income taxes paid |
5,683 | 6,489 |
See accompanying Notes to Condensed Consolidated Financial Statements.
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NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 28, 2006
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 28, 2006
(UNAUDITED)
1. BASIS OF PRESENTATION
National Beverage Corp. develops, manufactures, markets and distributes a complete portfolio of
multi-flavored soft drinks, juice drinks, water and specialty beverages throughout the United
States. Incorporated in Delaware in 1985, National Beverage Corp. is a holding company for various
operating subsidiaries. When used in this report, the terms we, us, our, Company and
National Beverage mean National Beverage Corp. and its subsidiaries.
The accompanying unaudited condensed consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States (GAAP) and rules
and regulations of the Securities and Exchange Commission for interim financial information. The
financial statements do not include all information and notes required by GAAP for complete
financial statements. In our opinion, all adjustments (consisting of normal recurring adjustments)
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.
These interim financial statements should be read in conjunction with the audited consolidated
financial statements and notes thereto included in the Companys Annual Report on Form 10-K for the
fiscal year ended April 29, 2006.
Reclassifications have been made to prior year amounts to conform to the current year presentation.
2. STOCK-BASED COMPENSATION
In the fourth quarter of fiscal 2006, the Company adopted SFAS No. 123R Stock-Based Compensation
pursuant to the modified prospective application and, accordingly, prior period amounts have not
been restated. Stock-based compensation expense was recorded based on the fair value method for
all awards granted on or after the date of adoption and for the portion of previously granted
awards that remained unvested at the date of adoption.
Prior to the fourth quarter of fiscal 2006, the Company applied the provisions of APB No. 25,
Accounting for Stock Issued to Employees, as permitted under SFAS No. 148, Accounting for
Stock-Based Compensation Transition and Disclosure an amendment of FASB Statement No. 123.
Under APB 25, stock-based compensation expense was generally not recognized unless the exercise
price of options granted was less than the market price on the date of grant.
Had compensation cost for options granted to employees been recorded based on the fair value method
under SFAS No. 123, Accounting for Stock-Based Compensation prior to the adoption date, net
income and earnings per share for the three months and six months ended October 29, 2005 would have
been impacted on a pro forma basis by less than $200,000 and $.01 per share.
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During the six months ended October 28, 2006, options for 1,280 shares were granted at a weighted
average exercise price of $8.39 and options for 75,300 shares were exercised at a weighted average
exercise price of $3.05. At October 28, 2006, options to purchase 729,356 shares at a weighted
average exercise price of $5.12 were outstanding and stock-based awards to purchase 2,677,472
shares of common stock were available for grant.
3. INVENTORIES
Inventories are stated at the lower of first-in, first-out cost or market. Inventories at October
28, 2006 are comprised of finished goods of $21,811,000 and raw materials of $16,657,000.
Inventories at April 29, 2006 are comprised of finished goods of $18,997,000 and raw materials of
$15,432,000.
4. PROPERTY
Property consists of the following:
(In thousands) | ||||||||
October 28, | April 29, | |||||||
2006 | 2006 | |||||||
Land |
$ | 8,915 | $ | 8,915 | ||||
Buildings and improvements |
38,012 | 38,101 | ||||||
Machinery and equipment |
119,200 | 115,379 | ||||||
Total |
166,127 | 162,395 | ||||||
Less accumulated depreciation |
(110,799 | ) | (106,368 | ) | ||||
Property net |
$ | 55,328 | $ | 56,027 | ||||
Depreciation expense was $2,554,000 and $5,097,000 for the three-month and six-month periods ended
October 28, 2006, respectively, and $2,577,000 and $5,113,000 for the three-month and six-month
periods ended October 29, 2005, respectively.
5. DEBT
A subsidiary maintains unsecured revolving credit facilities aggregating $45 million (the Credit
Facilities) with banks. The Credit Facilities expire through May 1, 2008 and bear interest at 1/2%
below the banks reference rate or .6% above LIBOR, at the subsidiarys election. At October 28,
2006, there was no debt outstanding under the Credit Facilities and approximately $42 million was
available for future borrowings.
The Credit Facilities require the subsidiary to maintain certain financial ratios and contain other
restrictions, none of which are expected to have a material impact on our operations or financial
position. Significant financial ratios and restrictions include: fixed charge coverage; net worth
ratio; and limitations on incurrence of debt. At October 28, 2006, we were in compliance with all
loan covenants and approximately $25 million of retained earnings were restricted from
distribution.
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6. COMMON STOCK
In January 1998, the Board of Directors authorized the purchase of up to 800,000 shares of National
Beverage common stock. There were no shares purchased during the six months ended October 28, 2006.
Aggregate shares purchased since January 1998 were 502,060 and are classified as treasury stock.
7. FRUCTOSE SETTLEMENT
In June 2005, we received a partial payment of $7.7 million from the settlement of our claim in a
class action lawsuit known as In re: High Fructose Corn Syrup Antitrust Litigation Master File No.
95-1477 in the United States District Court for the Central District of Illinois. The lawsuit
related to purchases of high fructose corn syrup made by the Company and others. The settlement
amount was allocated to each class action recipient based on the proportion of its purchases to
total purchases by all class action recipients. The amount received, less offsets and expenses of
$.5 million, was recorded as a reduction in cost of sales in the first quarter ended July 30, 2005.
In November 2005, the Company received $1.2 million, representing the final payment due under the
settlement. Such amount was recorded in the third quarter ended January 28, 2006 as a reduction in
cost of sales.
8. CHANGES IN ACCOUNTING STANDARDS
Management has reviewed the current and proposed changes in accounting standards and does not
expect any of these changes to have a material impact on the Company.
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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
National Beverage Corp. develops, manufactures, markets and distributes a complete portfolio of
quality beverage products throughout the United States. Incorporated in Delaware in 1985, National
Beverage Corp. is a holding company for various operating subsidiaries. In this report, the terms
we, us, our, Company and National Beverage mean National Beverage Corp. and its
subsidiaries.
Our lines of multi-flavored soft drinks, including those of our flagship brands, Shasta® and
Faygo®, emphasize distinctive flavor variety. In addition, we offer an assortment of premium
beverages geared to 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. We also produce energy drinks and powdered beverage products,
including Rip It®, an energy drink in liquid and powdered form geared toward young consumers and
PowerBlast Energy Fuel, a powdered nutritional beverage product for on-the-go consumers. Other
products include Ohana® fruit-flavored drinks and St. Nicks® holiday soft drinks. Substantially
all of our brands are produced in thirteen manufacturing facilities that are strategically located
in major metropolitan markets throughout the continental United States. To a lesser extent, we
develop and produce soft drinks for retail grocery chains, warehouse clubs, mass-merchandisers and
wholesalers (allied brands) as well as soft drinks for other beverage companies.
Our strategy emphasizes the growth of our products by offering a branded beverage portfolio of
proprietary flavors; by supporting the franchise value of regional brands and expanding those
brands with modern packaging and broader demographic emphasis; by developing and acquiring
innovative products tailored toward healthy lifestyles; and by appealing to the quality-price
expectations of the family consumer. We believe that the regional share dynamics of our brands
perpetuate consumer loyalty within local regional markets, resulting in more retailer sponsored
promotional activities.
Over the last several years, we have focused on increasing penetration of our 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, we have undertaken specific
measures to expand distribution in this channel. These include development of products specifically
targeted to this market, such as ClearFruit, Everfresh, Mr. Pure, Crystal Bay, Rip It and
PowerBlast. Additionally, we have created proprietary and specialized packaging for these products
with distinctive graphics. We intend to continue our focus on enhancing growth in the convenience
channel through both specialized packaging and innovative product development.
Beverage industry sales are seasonal with the highest volume typically realized during the summer
months. Additionally, our 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.
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RESULTS OF OPERATIONS
Three Months Ended October 28, 2006 (second quarter of fiscal 2007) compared to
Three Months Ended October 29, 2005 (second quarter of fiscal 2006)
Three Months Ended October 29, 2005 (second quarter of fiscal 2006)
Led by higher sales of Rip It, the case volume of the Companys energy drinks, juices and waters
increased by 11.6%. This increase was partially offset by a 5.7% volume decrease in traditional
carbonated soft drinks, including a 12.5% decline in lower-margin allied brands. As a result
of this mix shift and certain pricing increases, the net selling price per unit increased 6.5%.
Gross profit approximated 32.3% of net sales for the second quarter of fiscal 2007 compared to
31.3% of net sales for the second quarter of fiscal 2006. The improvement in gross margin was due
to the effects of the pricing improvements mentioned above partially offset by higher manufacturing
and raw material costs.
Selling, general and administrative expenses were $35.4 million or 26.0% of net sales for the
second quarter of fiscal 2007 compared to $34.3 million or 26.1% of net sales for last year. The
increase in expenses is due to higher marketing expenses related to new product introductions and
an increase in cooperative advertising.
Other income includes interest income of $444,000 (fiscal 2007) and $404,000 (fiscal 2006). The
increase in interest income is due to higher investment yields. Also, other income in the second
quarter of fiscal 2006 includes a loss of $111,000 on the disposal of property.
The Companys effective rate for income taxes, based upon estimated annual income tax rates,
approximated 35.9% of income before taxes for the second quarter of fiscal 2007 and 36.3% for the
comparable period in fiscal 2006. The difference between the effective rate and the federal
statutory rate of 35% was primarily due to the effects of state income taxes, nondeductible
expenses and nontaxable interest income.
Net income was $5.7 million for the second quarter of fiscal 2007 compared to $4.6 million for the
second quarter of fiscal 2006.
Six Months Ended October 28, 2006 (first six months of fiscal 2007) compared to
Six Months Ended October 29, 2005 (first six months of fiscal 2006)
Six Months Ended October 29, 2005 (first six months of fiscal 2006)
In the first six months of fiscal 2006, the Company received a net fructose settlement of $7.2
million, which was recorded as a reduction in cost of goods sold. Net income for the first six
months of fiscal 2006 included an after tax gain of $4.4 million related to the fructose
settlement. See Note 7 of Notes to Condensed Consolidated Financial Statements.
The case volume of the Companys energy drinks, juices and waters increased by 11.5% primarily due
to higher sales of Rip It. This increase was partially offset by a 4.8% volume decrease in
traditional carbonated soft drinks, including an 11.1% decline in lower-margin allied brands.
As a result of this mix shift and certain pricing increases, the net selling price per unit
increased 7.0%.
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Gross profit approximated 32.8% of net sales for the first six months of fiscal 2007 compared to
30.4% of net sales for the first six months of fiscal 2006, excluding the effect of the $7.2
million fructose settlement received last year. The improvement in gross margin was due to the
effects of the pricing improvements mentioned above partially offset by higher manufacturing and
raw material costs. Excluding the fructose settlement, cost of goods sold per unit increased .8%
over the comparable period last year.
Selling, general and administrative expenses were $70.4 million or 24.6% of net sales for the first
six months of fiscal 2007 compared to $68.2 million or 24.9% of net sales for last year. The
increase in expenses is due to higher marketing expenses related to new product introductions and
an increase in cooperative advertising. The decline as a percent of sales was due to the effect of
higher sales on fixed expenses.
Other income includes interest income of $769,000 (fiscal 2007) and $697,000 (fiscal 2006). The
increase in interest income is due to higher investment yields. Also, other income in the first
six months of fiscal 2006 includes a loss of $287,000 on the disposal of property.
The Companys effective rate for income taxes, based upon estimated annual income tax rates,
approximated 35.9% of income before taxes for the first six months of fiscal 2007 and 37.4% for the
comparable period in fiscal 2006. The difference between the effective rate and the federal
statutory rate of 35% was primarily due to the effects of state income taxes, nondeductible
expenses and nontaxable interest income.
Net income was $15.5 million for the first six months of fiscal 2007 compared to $14.3 million for
the first six months of fiscal 2006.
LIQUIDITY AND FINANCIAL CONDITION
Liquidity and Capital Resources
Our current sources of capital are cash flows from operations and borrowings under existing credit facilities. We maintain unsecured revolving credit facilities aggregating $45 million of which $3 million was used for standby letters of credit at October 28, 2006. There was no debt outstanding under the credit facilities. We believe that our capital resources are sufficient to fund our capital expenditures, dividends and working capital requirements for the foreseeable future.
Our current sources of capital are cash flows from operations and borrowings under existing credit facilities. We maintain unsecured revolving credit facilities aggregating $45 million of which $3 million was used for standby letters of credit at October 28, 2006. There was no debt outstanding under the credit facilities. We believe that our capital resources are sufficient to fund our capital expenditures, dividends and working capital requirements for the foreseeable future.
Cash Flows
During the first six months of fiscal 2007, $15.6 million was provided from operating activities and $691,000 was provided from financing activities, which was partially offset by $4.4 million used for investing activities. Cash provided by operating activities decreased $2.6 million due to an increase in working capital requirements. Cash used in investing activities increased $1.8 million due to an increase in net property additions.
During the first six months of fiscal 2007, $15.6 million was provided from operating activities and $691,000 was provided from financing activities, which was partially offset by $4.4 million used for investing activities. Cash provided by operating activities decreased $2.6 million due to an increase in working capital requirements. Cash used in investing activities increased $1.8 million due to an increase in net property additions.
Financial Position
During the first six months of fiscal 2007, our working capital increased $16.6 million to $91.6 million primarily due to operating activities. Trade receivables decreased $4.7 million due to timing of sales and collections. Inventory increased $4.0 million due to new products introduced and inventory cost increases. Prepaid and other assets decreased $1.4 million due to a decline in income tax refund receivables. Accounts payable decreased $7.4 million due to the timing of
During the first six months of fiscal 2007, our working capital increased $16.6 million to $91.6 million primarily due to operating activities. Trade receivables decreased $4.7 million due to timing of sales and collections. Inventory increased $4.0 million due to new products introduced and inventory cost increases. Prepaid and other assets decreased $1.4 million due to a decline in income tax refund receivables. Accounts payable decreased $7.4 million due to the timing of
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payments made. At October 28, 2006, the current ratio was 2.7 to 1 compared to 2.2 to 1 at April
29, 2006.
FORWARD-LOOKING STATEMENTS
Certain statements in this Quarterly Report on Form 10-Q (this Form 10-Q) constitute
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. Such forward-looking statements involve 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 in acquiring
other beverage businesses; success of new product and flavor introductions; fluctuations in the
costs of raw materials; our ability to increase prices; continued retailer support for our
products; 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. We disclaim 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 Companys Annual Report
on Form 10-K for the fiscal year ended April 29, 2006.
ITEM 4. CONTROLS AND PROCEDURES
National Beverages Chief Executive Officer and Principal Financial Officer have concluded that our
disclosure controls and procedures are effective, based on their evaluation of these controls and
procedures as of October 28, 2006. There has been no change in our internal control over financial
reporting that occurred during our most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, our internal control over financial reporting.
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PART II OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the companys Annual Meeting of Shareholders held September 29, 2006, Mr. Joseph G. Caporella
and Mr. Samuel C. Hathorn, Jr. were re-elected to the Board of Directors for a three-year term. Of
the 35,814,181 shares voted, 34,299,499 shares were voted for the election of Mr. Joseph G.
Caporella (1,514,682 shares were withheld) and 35,644,911 shares were voted for the election of Mr.
Samuel C. Hathorn, Jr (169,270 shares were withheld).
ITEM 6. EXHIBITS
Exhibit No. | Description | |||
31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 |
|||
31.2 | Certification of Principal Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 |
|||
32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 |
|||
32.2 | Certification of Principal Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 |
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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 12, 2006
National Beverage Corp. (Registrant) |
||||
By: | /s/ Dean A. McCoy | |||
Dean A. McCoy | ||||
Senior Vice President and Chief Accounting Officer |
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