Delaware | ![]() |
59-2605822 |
(State of incorporation) | (I.R.S. Employer Identification No.) |
PART I - FINANCIAL INFORMATION
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Item 1. Financial Statements (Unaudited)
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Page
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Consolidated Balance Sheets as of October 27, 2012 and April 28, 2012
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3
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Consolidated Statements of Income for the Three and Six Months Ended October 27, 2012 and October 29, 2011
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4
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Consolidated Statements of Comprehensive Income for the Three and Six Months Ended October 27, 2012 and October 29, 2011
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5
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Consolidated Statements of Shareholders’ Equity for the Six Months Ended October 27, 2012 and October 29, 2011
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6
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Consolidated Statements of Cash Flows for the Six Months Ended October 27, 2012 and October 29, 2011
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7
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Notes to Consolidated Financial Statements
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8
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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12
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
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14
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Item 4. Controls and Procedures
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14
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PART II - OTHER INFORMATION
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Item 1A. Risk Factors
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16
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Item 6. Exhibits
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16
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Signature
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17
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October 27,
2012 |
April 28,
2012 |
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Assets
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Current assets:
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Cash and equivalents
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$ | 48,706 | $ | 35,626 | ||||
Trade receivables - net of allowances of $450 ($399 at April 28)
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56,619 | 61,591 | ||||||
Inventories
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42,930 | 40,862 | ||||||
Deferred income taxes - net
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3,773 | 3,550 | ||||||
Prepaid and other assets
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4,174 | 4,425 | ||||||
Total current assets
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156,202 | 146,054 | ||||||
Property, plant and equipment - net
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55,211 | 56,729 | ||||||
Goodwill
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13,145 | 13,145 | ||||||
Intangible assets
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1,615 | 1,615 | ||||||
Other assets
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5,869 | 5,445 | ||||||
Total assets | $ | 232,042 | $ | 222,988 | ||||
Liabilities and Shareholders' Equity
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Current liabilities:
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Accounts payable
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$ | 39,755 | $ | 54,875 | ||||
Accrued liabilities
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18,229 | 21,279 | ||||||
Income taxes payable
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750 | 82 | ||||||
Total current liabilities
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58,734 | 76,236 | ||||||
Deferred income taxes - net
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13,903 | 14,214 | ||||||
Other liabilities
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11,433 | 10,902 | ||||||
Shareholders' equity:
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||||||||
Preferred stock, 7% cumulative, $1 par value, aggregate liquidation preference of $15,000 - 1,000,000 shares authorized; 150,000 shares issued
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150 | 150 | ||||||
Common stock, $.01 par value - 75,000,000 shares authorized; 50,338,279 shares issued (50,321,559 shares at April 28)
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503 | 503 | ||||||
Additional paid-in capital
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30,732 | 30,425 | ||||||
Retained earnings
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135,609 | 109,200 | ||||||
Accumulated other comprehensive loss
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(1,022 | ) | (642 | ) | ||||
Treasury stock - at cost:
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||||||||
Preferred stock - 150,000 shares
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(5,100 | ) | (5,100 | ) | ||||
Common stock - 4,032,784 shares
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(12,900 | ) | (12,900 | ) | ||||
Total shareholders' equity
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147,972 | 121,636 | ||||||
Total liabilities & shareholders' equity | $ | 232,042 | $ | 222,988 |
Three Months Ended
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Six Months Ended | |||||||||||||||
October 27,
2012 |
October 29,
2011 |
October 27,
2012 |
October 29,
2011 |
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Net sales
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$ | 166,568 | $ | 157,974 | $ | 349,417 | $ | 327,054 | ||||||||
Cost of sales
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111,977 | 103,871 | 236,533 | 211,877 | ||||||||||||
Gross profit
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54,591 | 54,103 | 112,884 | 115,177 | ||||||||||||
Selling, general and administrative expenses
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36,127 | 36,913 | 72,380 | 77,271 | ||||||||||||
Interest expense
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31 | 31 | 63 | 54 | ||||||||||||
Other expense - net
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86 | 47 | 122 | 70 | ||||||||||||
Income before income taxes
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18,347 | 17,112 | 40,319 | 37,782 | ||||||||||||
Provision for income taxes
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6,330 | 5,989 | 13,910 | 13,224 | ||||||||||||
Net income
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$ | 12,017 | $ | 11,123 | $ | 26,409 | $ | 24,558 | ||||||||
Net income per share:
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||||||||||||||||
Basic
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$ | .26 | $ | .24 | $ | .57 | $ | .53 | ||||||||
Diluted
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$ | .26 | $ | .24 | $ | .57 | $ | .53 | ||||||||
Weighted average common shares outstanding:
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||||||||||||||||
Basic
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46,300 | 46,272 | 46,296 | 46,257 | ||||||||||||
Diluted
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46,485 | 46,448 | 46,477 | 46,426 |
Three Months Ended | Six Months Ended | |||||||||||||||
October 27,
2012 |
October 29,
2011 |
October 27,
2012 |
October 29,
2011 |
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Net income
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$ | 12,017 | $ | 11,123 | $ | 26,409 | $ | 24,558 | ||||||||
Cash flow hedges, net of tax
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498 | (2,504 | ) | (380 | ) | (3,609 | ) | |||||||||
Comprehensive income
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$ | 12,515 | $ | 8,619 | $ | 26,029 | $ | 20,949 |
Six Months Ended | ||||||||
October 27,
2012 |
October 29,
2011 |
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Number of Common Shares Issued
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||||||||
Beginning of period
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50,322 | 50,262 | ||||||
Stock options exercised
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16 | 46 | ||||||
End of period
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50,338 | 50,308 | ||||||
Preferred Stock
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Beginning and end of period
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$ | 150 | $ | 150 | ||||
Common Stock
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Beginning and end of period
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503 | 503 | ||||||
Additional Paid-In Capital
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Beginning of period
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30,425 | 29,725 | ||||||
Stock options exercised
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129 | 88 | ||||||
Stock-based compensation
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156 | 130 | ||||||
Stock-based tax benefits
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22 | 126 | ||||||
End of period
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30,732 | 30,069 | ||||||
Retained Earnings
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||||||||
Beginning of period
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109,200 | 65,207 | ||||||
Net income
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26,409 | 24,558 | ||||||
End of period
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135,609 | 89,765 | ||||||
Accumulated Other Comprehensive (Loss) Income
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Beginning of period
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(642 | ) | 2,751 | |||||
Cash flow hedges, net of tax
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(380 | ) | (3,609 | ) | ||||
End of period
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(1,022 | ) | (858 | ) | ||||
Treasury Stock - Preferred
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Beginning and end of period
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(5,100 | ) | (5,100 | ) | ||||
Treasury Stock - Common
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Beginning and end of period
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(12,900 | ) | (12,900 | ) | ||||
Total Shareholders' Equity
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$ | 147,972 | $ | 101,629 |
Six Months Ended | ||||||||
October 27,
2012 |
October 29,
2011 |
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Operating Activities:
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Net income
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$ | 26,409 | $ | 24,558 | ||||
Adjustments to reconcile net income to net cash provided by operating activities:
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Depreciation and amortization
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5,759 | 5,408 | ||||||
Deferred income tax benefit
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(317 | ) | (285 | ) | ||||
Loss (gain) on disposal of property, net
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44 | (5 | ) | |||||
Stock-based compensation
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156 | 130 | ||||||
Changes in assets and liabilities:
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Trade receivables
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4,972 | 4,504 | ||||||
Inventories
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(2,068 | ) | (4,948 | ) | ||||
Prepaid and other assets
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(1,121 | ) | (673 | ) | ||||
Accounts payable
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(15,120 | ) | (6,492 | ) | ||||
Accrued and other liabilities
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(2,569 | ) | (4,076 | ) | ||||
Net cash provided by operating activities
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16,145 | 18,121 | ||||||
Investing Activities:
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Additions to property, plant and equipment
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(3,226 | ) | (3,783 | ) | ||||
Proceeds from sale of property, plant and equipment
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10 | 19 | ||||||
Net cash used in investing activities
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(3,216 | ) | (3,764 | ) | ||||
Financing Activities:
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Proceeds from stock options exercised
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129 | 88 | ||||||
Stock-based tax benefits
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22 | 126 | ||||||
Net cash provided by financing activities
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151 | 214 | ||||||
Net Increase in Cash and Equivalents
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13,080 | 14,571 | ||||||
Cash and Equivalents - Beginning of Year
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35,626 | 7,372 | ||||||
Cash and Equivalents - End of Period
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$ | 48,706 | $ | 21,943 | ||||
Other Cash Flow Information:
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Interest paid
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$ | 51 | $ | 38 | ||||
Income taxes paid
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$ | 13,046 | $ | 12,349 |
(In thousands)
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October 27,
2012
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April 28,
2012
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Land
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$ | 9,779 | $ | 9,779 | ||||
Buildings and improvements
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48,550 | 48,363 | ||||||
Machinery and equipment
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138,458 | 136,019 | ||||||
Total
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196,787 | 194,161 | ||||||
Less accumulated depreciation
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(141,576 | ) | (137,432 | ) | ||||
Property – net
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$ | 55,211 | $ | 56,729 |
(In thousands)
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Three Months Ended
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Six Months Ended
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2012
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2011
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2012
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2011
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Recognized in AOCI:
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Gain (loss) before income taxes
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$ | 175 | $ | (3,348 | ) | $ | (2,143 | ) | $ | (3,936 | ) | |||||
Less income tax provision (benefit)
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86 | (1,215 | ) | (795 | ) | (1,434 | ) | |||||||||
Net
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$ | 89 | $ | (2,133 | ) | $ | (1,348 | ) | $ | (2,502 | ) | |||||
Reclassified from AOCI to cost of sales:
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Gain (loss) before income taxes
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$ | (644 | ) | $ | 576 | $ | (1,546 | ) | $ | 1,719 | ||||||
Less income tax provision (benefit)
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(235 | ) | 205 | (578 | ) | 612 | ||||||||||
Net
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$ | (409 | ) | $ | 371 | $ | (968 | ) | $ | 1,107 | ||||||
Net change to AOCI
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$ | 498 | $ | (2,504 | ) | $ | (380 | ) | $ | (3,609 | ) |
10.1
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First Amendment to Credit Agreement, dated November 23, 2012, between NewBevCo, Inc. and lender therein
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31.1
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2
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Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1
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Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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32.2
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Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101 |
The following financial information from National Beverage Corp. Quarterly Report on Form 10-Q for the quarterly period ended October 27, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Comprehensive Income; (iv) Consolidated Statements of Shareholders’ Equity; (v) Consolidated Statements of Cash Flows; and (vi) the Notes to Consolidated Financial Statements.
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National Beverage Corp. | |||
(Registrant) | |||
By:
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/s/ Dean A. McCoy | ||
Dean A. McCoy
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Senior Vice President and
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Chief Accounting Officer
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NEWBEVCO, INC.,
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a Delaware corporation
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By: | /s/ George Bracken | (SEAL) | |
Name: | George Bracken | ||
Title: | Vice President and Treasurer |
BEVCO SALES, INC.,
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a Delaware corporation
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By: | /s/ George Bracken | (SEAL) | |
Name: | George Bracken | ||
Title: | Vice President |
FAYGO BEVERAGES, INC.,
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a Michigan corporation
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By: | /s/ George Bracken | (SEAL) | |
Name: | George Bracken | ||
Title: | Vice President |
FAYGO SALES COMPANY,
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a Texas corporation
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By: | /s/ George Bracken | (SEAL) | |
Name: | George Bracken | ||
Title: | Vice President |
PACO INC.,
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a Delaware corporation
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By: | /s/ George Bracken | (SEAL) | |
Name: | George Bracken | ||
Title: | Vice President |
BIG SHOT BEVERAGES, INC.,
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a Delaware corporation
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By: | /s/ George Bracken | (SEAL) | |
Name: | George Bracken | ||
Title: | Vice President |
NATIONAL BEVERAGE VENDING COMPANY,
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|||
a Delaware corporation
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|||
By: | /s/ George Bracken | (SEAL) | |
Name: | George Bracken | ||
Title: | Vice President |
NATIONAL PRODUCTIONS, INC.,
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a Delaware corporation
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By: | /s/ George Bracken | (SEAL) | |
Name: | George Bracken | ||
Title: | Vice President |
NATIONAL RETAIL BRANDS, INC.,
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a Delaware corporation
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By: | /s/ George Bracken | (SEAL) | |
Name: | George Bracken | ||
Title: | Vice President |
SHASTA BEVERAGES, INC.,
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a Delaware corporation
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By: | /s/ George Bracken | (SEAL) | |
Name: | George Bracken | ||
Title: | Vice President |
SHASTA BEVERAGES INTERNATIONAL, INC.,
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a Delaware corporation
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By: | /s/ George Bracken | (SEAL) | |
Name: | George Bracken | ||
Title: | Vice President |
SHASTA MIDWEST, INC.,
|
|||
a Delaware corporation
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|||
By: | /s/ George Bracken | (SEAL) | |
Name: | George Bracken | ||
Title: | Vice President |
SHASTA SALES, INC.,
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|||
a Delaware corporation
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|||
By: | /s/ George Bracken | (SEAL) | |
Name: | George Bracken | ||
Title: | Vice President |
SHASTA SW INC.,
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|||
a Delaware corporation
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|||
By: | /s/ George Bracken | (SEAL) | |
Name: | George Bracken | ||
Title: | Vice President |
SHASTA SWEETENER CORP.,
|
|||
a Delaware corporation
|
|||
By: | /s/ George Bracken | (SEAL) | |
Name: | George Bracken | ||
Title: | Vice President |
SHASTA WEST, INC.,
|
|||
a Delaware corporation
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|||
By: | /s/ George Bracken | (SEAL) | |
Name: | George Bracken | ||
Title: | Vice President |
EVERFRESH BEVERAGES, INC.,
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a Delaware corporation
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|||
By: | /s/ George Bracken | (SEAL) | |
Name: | George Bracken | ||
Title: | Vice President |
BRANCH BANKING AND TRUST COMPANY
|
|||
By: | /s/ Anthony Nigro | ||
Name: | Anthony Nigro | ||
Title: | Senior Vice President |
1.
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I have reviewed this quarterly report on Form 10-Q of National Beverage Corp.;
|
2.
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Based on my knowledge, this 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 report;
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3.
|
Based on my knowledge, the financial statements, and other financial information included in this 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 report;
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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-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of National Beverage Corp.;
|
2.
|
Based on my knowledge, this 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 report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this 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 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-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
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Note 6 - Derivative Financial Instruments (Detail) - Derivatives Instruments Statements of Financial Performance and Financial Position (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Oct. 27, 2012
|
Oct. 29, 2011
|
Oct. 27, 2012
|
Oct. 29, 2011
|
|
Recognized in AOCI: | ||||
Gain (loss) before income taxes | $ 175 | $ (3,348) | $ (2,143) | $ (3,936) |
Less income tax provision (benefit) | 86 | (1,215) | (795) | (1,434) |
Net | 89 | (2,133) | (1,348) | (2,502) |
Reclassified from AOCI to cost of sales: | ||||
Gain (loss) before income taxes | (644) | 576 | (1,546) | 1,719 |
Less income tax provision (benefit) | (235) | 205 | (578) | 612 |
Net | (409) | 371 | (968) | 1,107 |
Net change to AOCI | $ 498 | $ (2,504) | $ (380) | $ (3,609) |
Note 2 - Inventories
|
6 Months Ended |
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Oct. 27, 2012
|
|
Inventory Disclosure [Text Block] |
2. INVENTORIES
Inventories
are stated at the lower of first-in, first-out cost or
market. Inventories at October 27, 2012 are
comprised of finished goods of $24.6 million and raw
materials of $18.3 million. Inventories at April
28, 2012 are comprised of finished goods of $24.4 million and
raw materials of $16.5 million.
|