NATIONAL BEVERAGE CORP - Quarter Report: 2009 January (Form 10-Q)
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 January 31, 2009
Commission file number 1-14170
NATIONAL BEVERAGE CORP.
(Exact name of registrant as specified in its charter)
![(National Beverage Logo)](https://www.sec.gov/Archives/edgar/data/0000069891/000095014409002138/g18059nationalbev.gif)
Delaware | 59-2605822 | |
(State of incorporation) | (I.R.S. Employer Identification No.) |
8100 SW Tenth Street, Suite 4000, Ft. Lauderdale, FL 33324
(Address of principal executive offices including zip code)
(Address of principal executive offices including 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, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer x | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
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 March 6, 2009 was 46,003,374.
NATIONAL BEVERAGE CORP.
QUARTERLY REPORT ON FORM 10-Q
INDEX
QUARTERLY REPORT ON FORM 10-Q
INDEX
2
Table of Contents
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JANUARY 31, 2009 AND MAY 3, 2008
(In thousands, except share amounts)
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JANUARY 31, 2009 AND MAY 3, 2008
(In thousands, except share amounts)
(Unaudited) | ||||||||
January 31, | May 3, | |||||||
2009 | 2008 | |||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and equivalents |
$ | 74,972 | $ | 51,497 | ||||
Marketable securities |
| 3,000 | ||||||
Trade receivables net of allowances of $349 ($266 at May 3, 2008) |
43,632 | 49,186 | ||||||
Inventories |
38,927 | 38,754 | ||||||
Deferred income taxes net |
2,919 | 2,895 | ||||||
Prepaid and other assets |
8,393 | 12,009 | ||||||
Total current assets |
168,843 | 157,341 | ||||||
Property net |
54,801 | 57,639 | ||||||
Goodwill |
13,145 | 13,145 | ||||||
Intangible assets net |
1,861 | 1,899 | ||||||
Other assets |
8,559 | 9,098 | ||||||
$ | 247,209 | $ | 239,122 | |||||
Liabilities and Shareholders Equity |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 39,058 | $ | 49,803 | ||||
Accrued liabilities |
17,814 | 17,965 | ||||||
Income taxes payable |
190 | 177 | ||||||
Total current liabilities |
57,062 | 67,945 | ||||||
Deferred income taxes net |
16,873 | 16,624 | ||||||
Income tax liability |
3,541 | 3,166 | ||||||
Other liabilities |
6,696 | 6,762 | ||||||
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 - 75,000,000 shares authorized;
50,036,158 shares issued (49,982,838 shares at May 3, 2008) |
500 | 500 | ||||||
Additional paid-in capital |
27,032 | 26,508 | ||||||
Retained earnings |
153,355 | 135,467 | ||||||
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 |
163,037 | 144,625 | ||||||
$ | 247,209 | $ | 239,122 | |||||
See accompanying Notes to Condensed Consolidated Financial Statements.
3
Table of Contents
NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS AND NINE MONTHS ENDED JANUARY 31, 2009
AND JANUARY 26, 2008
(In thousands, except per share amounts)
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS AND NINE MONTHS ENDED JANUARY 31, 2009
AND JANUARY 26, 2008
(In thousands, except per share amounts)
(Unaudited) | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Net sales |
$ | 129,430 | $ | 123,182 | $ | 426,732 | $ | 418,474 | ||||||||
Cost of sales |
92,308 | 85,513 | 301,037 | 289,889 | ||||||||||||
Gross profit |
37,122 | 37,669 | 125,695 | 128,585 | ||||||||||||
Selling, general and administrative expenses |
31,924 | 32,793 | 98,999 | 103,223 | ||||||||||||
Interest expense |
28 | 26 | 83 | 77 | ||||||||||||
Other income net |
662 | 194 | 1,425 | 941 | ||||||||||||
Income before income taxes |
5,832 | 5,044 | 28,038 | 26,226 | ||||||||||||
Provision for income taxes |
2,178 | 1,790 | 10,150 | 9,310 | ||||||||||||
Net income |
$ | 3,654 | $ | 3,254 | $ | 17,888 | $ | 16,916 | ||||||||
Net income per share - |
||||||||||||||||
Basic |
$ | .08 | $ | .07 | $ | .39 | $ | .37 | ||||||||
Diluted |
$ | .08 | $ | .07 | $ | .39 | $ | .37 | ||||||||
Average common shares outstanding - |
||||||||||||||||
Basic |
46,003 | 45,912 | 45,996 | 45,875 | ||||||||||||
Diluted |
46,205 | 46,094 | 46,178 | 46,107 | ||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
4
Table of Contents
NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED JANUARY 31, 2009 AND JANUARY 26, 2008
(In thousands)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED JANUARY 31, 2009 AND JANUARY 26, 2008
(In thousands)
(Unaudited) | ||||||||
2009 | 2008 | |||||||
Operating Activities: |
||||||||
Net income |
$ | 17,888 | $ | 16,916 | ||||
Adjustments to reconcile net income to net cash
provided by operating activities: |
||||||||
Depreciation and amortization |
9,106 | 8,824 | ||||||
Deferred income tax provision (benefit) |
225 | (449 | ) | |||||
Loss on disposal of property, net |
86 | 24 | ||||||
Stock-based compensation |
258 | 227 | ||||||
Changes in assets and liabilities: |
||||||||
Trade receivables |
5,554 | 11,292 | ||||||
Inventories |
(173 | ) | 1,192 | |||||
Prepaid and other assets |
2,678 | 686 | ||||||
Accounts payable |
(10,745 | ) | (24,442 | ) | ||||
Accrued and other liabilities, net |
76 | (2,003 | ) | |||||
Net cash provided by operating activities |
24,953 | 12,267 | ||||||
Investing Activities: |
||||||||
Marketable securities purchased |
(109,450 | ) | (272,395 | ) | ||||
Marketable securities sold |
112,450 | 272,395 | ||||||
Property additions |
(4,897 | ) | (7,001 | ) | ||||
Proceeds from sale of assets |
153 | 8 | ||||||
Net cash used in investing activities |
(1,744 | ) | (6,993 | ) | ||||
Financing Activities: |
||||||||
Common stock cash dividend |
| (36,711 | ) | |||||
Proceeds from stock options exercised |
218 | 306 | ||||||
Stock-based tax benefits |
48 | 932 | ||||||
Net cash provided by (used in) financing activities |
266 | (35,473 | ) | |||||
Net Increase (Decrease) in Cash and Equivalents |
23,475 | (30,199 | ) | |||||
Cash and Equivalents Beginning of Year |
51,497 | 65,579 | ||||||
Cash and Equivalents End of Period |
$ | 74,972 | $ | 35,380 | ||||
Other Cash Flow Information: |
||||||||
Interest paid |
$ | 83 | $ | 78 | ||||
Income taxes paid |
6,610 | 10,830 |
See accompanying Notes to Condensed Consolidated Financial Statements.
5
Table of Contents
NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2009
(UNAUDITED)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2009
(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 May 3, 2008.
2. INVENTORIES
Inventories are stated at the lower of first-in, first-out cost or market. Inventories at January
31, 2009 are comprised of finished goods of $19,571,000 and raw materials of $19,356,000.
Inventories at May 3, 2008 are comprised of finished goods of $20,913,000 and raw materials of
$17,841,000.
3. PROPERTY
Property consists of the following:
(In thousands) | ||||||||
January 31, | May 3, | |||||||
2009 | 2008 | |||||||
Land |
$ | 8,954 | $ | 8,954 | ||||
Buildings and improvements |
41,919 | 41,697 | ||||||
Machinery and equipment |
126,279 | 124,797 | ||||||
Total |
177,152 | 175,448 | ||||||
Less accumulated depreciation |
(122,351 | ) | (117,809 | ) | ||||
Property net |
$ | 54,801 | $ | 57,639 | ||||
6
Table of Contents
Depreciation expense was $2,511,000 and $7,496,000 for the three-month and nine-month periods ended
January 31, 2009, respectively, and $2,461,000 and $7,281,000 for the three-month and nine-month
periods ended January 26, 2008, respectively.
4. DEBT
A subsidiary maintains unsecured revolving credit facilities aggregating $75 million (the Credit
Facilities) with banks which expire through April 2013. The Credit Facilities bear interest at
rates based, in part, on the amount borrowed and the earnings of the subsidiary. At January 31,
2009, interest rates ranged from LIBOR plus .3% to LIBOR plus .6% or, at the subsidiarys election,
1/2% below the banks reference rate. At January 31, 2009, $2.3 million of the Credit Facilities was
used for standby letters of credit and $72.7 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 January 31, 2009, we were in compliance with all
loan covenants and approximately $25 million of retained earnings were restricted from
distribution.
5. STOCK-BASED COMPENSATION
During the nine months ended January 31, 2009, there were no options granted, options for 13,800
shares were cancelled, and options for 53,320 shares were exercised at a weighted average exercise
price of $4.10. At January 31, 2009, options to purchase 609,799 shares at a weighted average
exercise price of $3.96 were outstanding and stock-based awards to purchase 3,239,086 shares of
common stock were available for grant.
6. RECENTLY ADOPTED ACCOUNTING STANDARDS
In September 2006, the FASB issued SFAS 157, Fair Value Measurements (SFAS 157), which defines fair
value, establishes a framework for measuring fair value, and expands disclosures about fair value
measurements. SFAS 157 was effective at the beginning of our 2009 fiscal year for all financial
assets and liabilities and for nonfinancial assets and liabilities measured at fair value on a
recurring basis. For all other nonfinancial assets and liabilities, SFAS 157 is effective at the
beginning of our 2010 fiscal year. The adoption of SFAS 157 did not have a material impact on our
consolidated financial statements. We are currently evaluating the impact related to our
nonfinancial assets and liabilities not measured at fair value on a recurring basis.
In February 2007, the FASB issued SFAS 159, The Fair Value Option for Financial Assets and
Financial Liabilities (SFAS 159), which permits entities to choose to measure many financial
instruments and certain other items at fair value. SFAS 159 was effective at the beginning of our
2009 fiscal year. We did not apply the fair value option to any of our financial instruments;
therefore, SFAS 159 did not have an impact on our consolidated financial statements.
7
Table of Contents
7. OTHER INCOME
On September 18, 2008, the Company entered into a Settlement Agreement with Broward County, a
political subdivision of the state of Florida, regarding the continued use of leased office
facilities (Leased Premises) owned by Broward County. The Settlement Agreement required the
Company to vacate the Leased Premises on or before January 31, 2009 in exchange for monetary
consideration not to exceed $1.375 million. During the third quarter of fiscal 2009, the Company
vacated the Leased Premises, received payment, and recorded a gain, net of expenses, of $.7
million, which is reported in Other income.
8
Table of Contents
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.
We consider ourselves to be a leader in the development and sale of flavored beverage products in
the United States, offering the widest selection of flavored soft drinks, juices, sparkling waters
and energy drinks. Our flavor development spans over 100 years originating with our flagship
brands, Shasta® and Faygo®, each of which has over 50 flavor varieties. We also maintain a diverse
line of flavored beverage products 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, sparkling, and spring water products; and ÀSanté
nutritionally-enhanced waters. In addition, we produce Rip It® energy drinks, 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 certain retailers and beverage companies (allied brands).
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 distinctive 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
consists 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 several
measures to expand convenience channel distribution in recent years. These include development of
products specifically targeted to this market, such as ClearFruit, Crystal Bay, Rip It, ÀSanté and
Sundance®. Additionally, we have created proprietary and specialized packaging with distinctive
graphics for these products. 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.
9
Table of Contents
RESULTS OF OPERATIONS
Three Months Ended January 31, 2009 (third quarter of fiscal 2009) compared to
Three Months Ended January 26, 2008 (third quarter of fiscal 2008)
Three Months Ended January 26, 2008 (third quarter of fiscal 2008)
Net sales for the third quarter of fiscal 2009 increased 5.1% to $129.4 million compared to $123.2
million for the third quarter of fiscal 2008. The net sales increase reflects case volume growth
of 3.7% for the Companys energy drinks, juices and waters and 9.8% for branded carbonated soft
drinks. In addition, unit pricing increased 1.2% due to product mix changes and price increases
instituted to recover higher raw material costs. This improvement was partially offset by a
decline in allied-branded volume.
Gross profit approximated 28.7% of net sales for the third quarter of fiscal 2009 compared to 30.6%
of net sales for the third quarter of fiscal 2008. The gross profit decline was due primarily to
higher raw material costs and the inclusion of a $.5 million business interruption insurance
recovery in the prior period. Cost of goods sold per unit increased approximately 4.0%.
Selling, general and administrative expenses were $31.9 million or 24.7% of net sales for the third
quarter of fiscal 2009 compared to $32.8 million or 26.6% of net sales for the third quarter of
fiscal 2008. The decline in expenses is due to lower distribution and marketing expenses.
Other income includes interest income of $177,000 (fiscal 2009) and $194,000 (fiscal 2008). Also,
included in other income for the third quarter of fiscal 2009 is income of $.7 million from a legal
settlement. See Note 7 of Notes to Condensed Consolidated Financial Statements.
The Companys effective rate for income taxes, based upon estimated annual income tax rates,
approximated 37.3% of income before taxes for the third quarter of fiscal 2009 and 35.5% for the
comparable period in fiscal 2008. 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 $3.7 million for the third quarter of fiscal 2009 compared to $3.3 million for the
third quarter of fiscal 2008.
Nine Months Ended January 31, 2009 (first nine months of fiscal 2009) compared to
Nine Months Ended January 26, 2008 (first nine months of fiscal 2008)
Nine Months Ended January 26, 2008 (first nine months of fiscal 2008)
Net sales for the first nine months of fiscal 2009 increased 2.0% to $426.7 million compared to
$418.5 million for the first nine months of fiscal 2008. The net sales increase reflects case
volume growth of 3.8% for the Companys energy drinks, juices and waters and 2.2% for branded
carbonated soft drinks. In addition, unit pricing increased 3.5% due to product mix changes and
price increases instituted to recover higher raw material costs. This improvement was partially
offset by a decline in allied-branded volume.
Gross profit approximated 29.5% of net sales for the first nine months of fiscal 2009 compared to
30.7% of net sales for the first nine months of fiscal 2008. The gross profit decline is due to
higher raw material costs and the inclusion of a $1.4 million business interruption insurance
recovery in the prior period. Cost of goods sold per unit increased approximately 5.4%.
10
Table of Contents
Selling, general and administrative expenses were $99.0 million or 23.2% of net sales for the first
nine months of fiscal 2009 compared to $103.2 million or 24.7% of net sales for the first nine
months of fiscal 2008. The decline in expenses is due to lower marketing and administrative
expenses.
Other income includes interest income of $626,000 (fiscal 2009) and $934,000 (fiscal 2008). The
decline in interest income is due to lower investment yields. Also, included in other income for
the first nine months of fiscal 2009 is income of $.7 million from a legal settlement. See Note 7
of Notes to Condensed Consolidated Financial Statements.
The Companys effective rate for income taxes, based upon estimated annual income tax rates,
approximated 36.2% of income before taxes for the first nine months of fiscal 2009 and 35.5% for
the comparable period in fiscal 2008. 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 $17.9 million for the first nine months of fiscal 2009 compared to $16.9 million for
the first nine months of fiscal 2008.
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 $75 million of which $2.3 million was used for standby letters of credit at January 31, 2009. 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 $75 million of which $2.3 million was used for standby letters of credit at January 31, 2009. 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 nine months of fiscal 2009, $25.0 million was provided by operating activities, $1.7 million was used in investing activities and $266,000 was provided by financing activities. Cash provided by operating activities increased $12.7 million due primarily to an improvement in working capital requirements. Cash used in investing activities declined $5.2 million due to an increase in net marketable securities sold and a decline in property additions. The $35.7 million change in cash provided by financing activities is due to the effect of the cash dividend paid last year.
During the first nine months of fiscal 2009, $25.0 million was provided by operating activities, $1.7 million was used in investing activities and $266,000 was provided by financing activities. Cash provided by operating activities increased $12.7 million due primarily to an improvement in working capital requirements. Cash used in investing activities declined $5.2 million due to an increase in net marketable securities sold and a decline in property additions. The $35.7 million change in cash provided by financing activities is due to the effect of the cash dividend paid last year.
Financial Position
During the first nine months of fiscal 2009, our working capital increased $22.4 million to $111.8 million primarily due to cash provided by operating activities. Trade receivables and accounts payable decreased due to lower volume related to seasonality. Prepaid and other assets decreased primarily due to a decline in income tax refund receivables. The current ratio was 3.0 to 1 at January 31, 2009 and 2.3 to 1 at May 3, 2008.
During the first nine months of fiscal 2009, our working capital increased $22.4 million to $111.8 million primarily due to cash provided by operating activities. Trade receivables and accounts payable decreased due to lower volume related to seasonality. Prepaid and other assets decreased primarily due to a decline in income tax refund receivables. The current ratio was 3.0 to 1 at January 31, 2009 and 2.3 to 1 at May 3, 2008.
NEW ACCOUNTING STANDARDS
See Note 6 of Notes to Condensed Consolidated Financial Statements for information about recently
adopted accounting standards.
11
Table of Contents
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. For a further list and description of various risks,
relevant factors and uncertainties that could cause future results or events to differ materially
from those expressed or implied in our forward-looking statements, see the Risk Factors and
Managements Discussion and Analysis of Financial Condition and Results of Operations sections
contained in our Annual Report on Form 10-K for the fiscal year ended May 3, 2008 and other filings
with the Securities and Exchange Commission. 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 May 3, 2008.
ITEM 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, we carried out an evaluation, under the
supervision and with the participation of the Companys management, including our Chief Executive
Officer and Principal Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act. Based upon
that evaluation, the Chief Executive Officer and Principal Financial Officer concluded that our
disclosure controls and procedures were effective to ensure information required to be disclosed by
us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and
reported within the time periods specified in SEC rules and (2) accumulated and communicated to our
management, including our Chief Executive Officer and Principal Financial Officer, to allow timely
decisions regarding required disclosure.
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.
12
Table of Contents
PART II OTHER INFORMATION
ITEM 6. EXHIBITS
Exhibit No. | Description | |||
10.1 | Amendment to the National Beverage Corp. Special Stock Option Plan |
|||
10.2 | Amendment to the National Beverage Corp. Key Employee Equity
Partnership Program |
|||
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 |
13
Table of Contents
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: March 12, 2009
National Beverage Corp. (Registrant) |
||||
By: | /s/ Dean A. McCoy | |||
Dean A. McCoy | ||||
Senior Vice President and Chief Accounting Officer |
14