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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 1998
or
[ ] 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
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One North University Drive, Ft. Lauderdale, FL 33324
- ---------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(954) 581-0922
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(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 (X) No ( )
The number of shares of Registrant's common stock outstanding as of December 8,
1998 was 18,467,908.
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NATIONAL BEVERAGE CORP.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 1998
INDEX
PART I - FINANCIAL INFORMATION
Page
----
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
as of October 31, 1998 and May 2, 1998................................... 3
Condensed Consolidated Statements of Income
for the three months and six months ended October 31, 1998
and November 1, 1997..................................................... 4
Condensed Consolidated Statements of Cash Flows
for the six months ended October 31, 1998
and November 1, 1997......................................................5
Notes to Condensed Consolidated Financial Statements..................... 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations............................ 9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings................................................... 14
Item 4. Submission 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 31, 1998 AND MAY 2, 1998
(In thousands, except share amounts)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(Unaudited)
October 31, May 2,
1998 1998
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<S> <C> <C>
ASSETS
Current assets:
Cash and equivalents $ 31,380 $ 40,447
Trade receivables - net of allowances of $733 (October 31, 1998)
and $715 (May 2, 1998) 29,681 35,781
Inventories 24,181 23,402
Deferred income taxes 1,757 2,154
Prepaid and other 5,215 5,557
---------- ----------
Total current assets 92,214 107,341
Property - net 55,337 55,945
Intangible assets - net 14,708 14,973
Other assets 4,783 4,068
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$ 167,042 $ 182,327
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 25,484 $ 37,065
Accrued liabilities 15,800 18,606
Income taxes payable 168 879
Current portion of long-term debt 333 393
---------- ----------
Total current liabilities 41,785 56,943
Long-term debt 33,267 41,600
Deferred income taxes 8,109 8,332
Other liabilities 4,901 5,472
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, $.01 par value - Authorized 50,000,000 shares; Issued
22,034,012 shares (October 31,1998) and 22,025,212 shares (May 2,1998) 220 220
Additional paid-in capital 15,171 15,118
Retained earnings 77,304 67,973
Treasury stock - at cost:
Preferred stock - 150,000 shares (5,100) (5,100)
Common stock - 3,568,104 shares (3,530,724 shares-May 2, 1998) (8,765) (8,381)
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Total shareholders' equity 78,980 69,980
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$ 167,042 $ 182,327
========== ==========
</TABLE>
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 31, 1998 AND NOVEMBER 1, 1997
(In thousands, except per share amounts)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(Unaudited)
Three Months Ended Six Months Ended
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales $101,257 $100,044 $223,163 $216,246
Cost of sales 68,689 69,125 148,655 147,039
-------- -------- -------- --------
Gross profit 32,568 30,919 74,508 69,207
Selling, general and administrative expenses 27,292 24,987 58,543 53,004
Interest expense 940 1,152 1,864 2,270
Other income - net 434 427 805 810
-------- -------- -------- --------
Income before income taxes 4,770 5,207 14,906 14,743
Provision for income taxes 1,784 1,948 5,575 5,514
-------- -------- -------- --------
Net income $ 2,986 $ 3,259 $ 9,331 $ 9,229
======== ======== ======== ========
Earnings per common share -
Basic $ .16 $ .18 $ .50 $ .50
======== ======== ======== ========
Diluted $ .15 $ .17 $ .48 $ .48
======== ======== ======== ========
Outstanding and dilutive shares -
Average shares outstanding 18,486 18,470 18,491 18,466
Dilutive stock options 828 853 838 865
-------- -------- -------- --------
19,314 19,323 19,329 19,331
======== ======== ======== ========
</TABLE>
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 31, 1998 AND NOVEMBER 1, 1997
(In thousands)
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<TABLE>
<CAPTION>
(Unaudited)
1998 1997
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<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 9,331 $ 9,229
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 4,815 4,512
Deferred income tax provision 174 73
Loss on sale of property 76 69
Changes in:
Trade receivables 6,100 (5,045)
Inventories (779) 1,444
Prepaid and other assets (1,736) (1,517)
Accounts payable (11,581) (5,022)
Other liabilities, net (4,066) 4,095
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Net cash provided by operating activities 2,334 7,838
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INVESTING ACTIVITIES:
Property additions (2,668) (1,630)
Other, net 13 76
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Net cash used in investing activities (2,655) (1,554)
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FINANCING ACTIVITIES:
Debt borrowings 0 8,300
Debt repayments (8,393) (21,627)
Repurchase of common stock (384) 0
Proceeds from stock options exercised 31 21
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Net cash used in financing activities (8,746) (13,306)
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NET DECREASE IN CASH AND EQUIVALENTS (9,067) (7,022)
CASH AND EQUIVALENTS - BEGINNING OF YEAR 40,447 37,257
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CASH AND EQUIVALENTS - END OF PERIOD $ 31,380 $ 30,235
========== ==========
OTHER CASH FLOW INFORMATION:
Interest paid $ 1,360 $ 3,216
Income taxes paid 6,612 2,408
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements.
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NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 1998
(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, however, there has been
no material change in the information disclosed in the notes to consolidated
financial statements for the fiscal year ended May 2, 1998. 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. INVENTORIES
Inventories are stated at the lower of first-in, first-out cost or market.
Inventories at October 31, 1998 are comprised of finished goods of $12,239,000
and raw materials of $11,942,000. Inventories at May 2, 1998 are comprised of
finished goods of $11,868,000 and raw materials of $11,534,000.
3. PROPERTY
Property consists of the following:
(In thousands)
October 31, May 2,
1998 1998
--------- ---------
Land $ 8,897 $ 8,897
Buildings and improvements 31,709 31,520
Machinery and equipment 79,505 77,888
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Total 120,111 118,305
Less accumulated depreciation (64,774) (62,360)
--------- ---------
Property - net $ 55,337 $ 55,945
========= =========
Depreciation expense was $1,626,000 and $3,187,000 for the three and six month
periods ended October 31, 1998, respectively, and $1,586,000 and $3,197,000 for
the three and six month periods ended November 1, 1997, respectively.
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4. DEBT
Debt consists of the following: (In thousands)
October 31, May 2,
1998 1998
-------- --------
Senior Notes (see below) $ 16,667 $ 25,000
Term Loan Facility (see below) 16,600 16,600
Other 333 393
-------- --------
Total 33,600 41,993
Less current portion (333) (393)
-------- --------
Long-term portion $ 33,267 $ 41,600
======== ========
A subsidiary of NBC has outstanding 9.95% unsecured senior notes in the
original principal amount of $50 million (the "Senior Notes") payable in annual
principal installments of $8.3 million through November 1, 2000. Additionally,
the subsidiary has two unsecured revolving credit facilities aggregating $35
million (the "Credit Facilities") and a $16.6 million unsecured term loan
facility ("Term Loan Facility") with banks. The Credit Facilities expire
December 9, 2000 and August 31, 2000, and bear interest at 1/2% below the
banks' reference rate or 1% above LIBOR, at the subsidiary's election. The Term
Loan Facility is repayable in installments from May 1999 through November 1999,
and bears interest at the bank's reference rate or 1 1/4% above LIBOR, at the
subsidiary's election. The Company intends to utilize its existing long-term
credit facilities to fund the next principal payment due on its Senior Notes
and Term Loan Facility.
Certain of the Company's debt agreements contain restrictions which require the
subsidiary to maintain certain financial ratios and minimum net worth, and
limit the subsidiary with respect to incurring certain additional indebtedness,
paying cash dividends and making certain loans, advances or other investments.
At October 31, 1998, net assets of the subsidiary totaling approximately $54
million were restricted from distribution. The Company was in compliance with
all loan covenants and restrictions, and such restrictions are not expected to
have a material adverse impact on the operations of the Company.
5. COMMITMENTS AND CONTINGENCIES
Albert H. Kahn v. Nick A. Caporella, et al., Civil Action No. 11890 was filed
in December 1990 by a shareholder of Burnup & Sims Inc. ("BSI"), now MasTec,
Inc., in the Court of Chancery of the State of Delaware in and for New Castle
County against the Company, the members of the Board of Directors of BSI and
against BSI. In May 1993, plaintiff amended its class action and shareholder
derivative complaint (the "Amended Complaint"). The class action claims allege,
among other things, that the Board of Directors of BSI, and the Company, as its
largest shareholder, breached their respective fiduciary duties in approving
(i) the dividend by BSI of its shares of the Company common stock (the
"Distribution") and (ii) the exchange of certain shares of BSI's common stock
held by the Company for certain indebtedness of the Company held by BSI (the
"Exchange"; the Distribution and the Exchange are hereafter referred to as the
"1991 Transaction"), in allegedly placing the interests of the Company ahead of
the interests of other shareholders of BSI. The derivative action claims
allege, among other things, that the Board of Directors of BSI breached their
fiduciary duties by approving executive officer compensation arrangements, by
financing the Company's operations on a current basis, and by permitting the
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interests of BSI to be subordinated to those of the Company. In the lawsuit,
plaintiff seeks to rescind the 1991 Transaction and to recover unspecified
damages. The defendants, including the Company, have moved to dismiss the
actions for failure to make a demand and state a claim upon which relief can be
granted. The motion is still pending.
In November 1993, plaintiff filed a class action and derivative complaint,
Civil Action No. 13248 (the "1993 Complaint") against the Company, BSI, the
members of the Board of Directors of BSI, and certain other defendants
(referred to as "Other Defendants"). In December 1993, plaintiff amended the
1993 Complaint (the "1993 Amended Complaint"). The 1993 Amended Complaint
alleges, among other things, that the Board of Directors of BSI, and the
Company, as BSI's largest shareholder, breached their respective fiduciary
duties by approving an agreement dated October 15, 1993, as amended, between
BSI and the Other Defendants (the "Acquisition Agreement") and the exchange of
3,153,847 shares of BSI common stock owned by the Company for certain
indebtedness owed to BSI by the Company (the "Redemption") which, according to
the allegations of the 1993 Complaint, benefits the President and Chief
Executive Officer of the Company at the expense of BSI's shareholders. On
November 29, 1993, plaintiff filed a motion for an order preliminary and
permanently enjoining the transactions under the Acquisition Agreement and the
Redemption. On March 7, 1994, the court heard oral arguments with respect to
plaintiff's motion to enjoin the transactions and, on March 10, 1994, the court
denied plaintiff's request for injunctive relief finding that plaintiff had not
established a likelihood of success on the merits and that, in any event, the
equities did not favor the imposition of injunctive relief.
There has been no further discovery or other court proceedings since May 1995.
Management believes that the allegations in the complaint, the Amended
Complaint, the 1993 Complaint and the 1993 Amended Complaint are without merit,
and intends to vigorously defend these actions.
The Company is a defendant in various other lawsuits arising in the ordinary
course of business. In the opinion of management, the ultimate disposition of
the foregoing lawsuits will not have a material adverse effect on the Company's
consolidated financial position or results of operations.
In the ordinary course of its business, the Company enters into commitments for
the supply of certain raw materials, none of which are material to the
Company's financial position.
6. CAPITAL STOCK
During the six months ended October 31, 1998, options for 8,800 shares were
exercised at prices ranging from $2.09 to $5.00 per share and options for
108,050 shares were granted at an exercise price of $9.88. At October 31, 1998,
options to purchase 1,217,336 shares at a weighted average exercise price of
$3.25 (ranging from $.13 to $13.50 per share) were outstanding and stock-based
awards to purchase 414,104 shares of common stock were available for grant.
During the six months ended October 31, 1998, the Company purchased 37,380
shares of its common stock. Such shares are classified as treasury stock.
8
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PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
National Beverage Corp. (the "Company") is a holding company for various
subsidiaries that market, manufacture and distribute a full line of beverage
products: Shasta(R), Faygo(R) and Big Shot(R) multi-flavored and cola soft
drinks; Everfresh(R) juice and juice-enriched products; LaCROIX(R) and Mt.
Shasta(TM) spring and carbonated water products; ClearFruit (R), Spree(R) and
nuAnce(R) flavored carbonated and non-carbonated beverages; and specialty items,
VooDoo Rain(TM), Creepy Coolers(TM) and St. Nick's(TM). Substantially all of the
Company's brands are produced in its fourteen manufacturing facilities that are
strategically located throughout the continental United States. The Company also
develops and produces branded soft drinks for retail grocery chains, warehouse
clubs, mass-merchandisers and wholesalers ("allied brands") as well as soft
drinks for other beverage companies ("manufacturing services").
The Company's strategy emphasizes the growth of its branded products by
offering a 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. In addition, the
Company seeks to utilize the strength of its brands and location of its
manufacturing facilities to be a single source supplier of branded and allied
branded beverages for national and large regional retailers. These "Strategic
Alliances" provide for retailer promotional support for the Company's brands
through in-store and point-of-sale advertising, and provide nationally
integrated manufacturing and distribution services for the retailer's own
branded products.
Various means are utilized by the Company to maintain its position as a
cost-effective producer of its beverage products. These include vertical
integration of the supply of raw materials for the manufacturing process, bulk
delivery to customer distribution centers, regionally targeted media promotions
and the use of multiple distribution systems. Management believes it is able to
offer retailers a higher profit margin on Company branded products and allied
brands than is typically available from the sale of nationally distributed
products.
Industry soft drink 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. During recent months, the Company has experienced
heightened price competition within several of its key markets, and there can be
no assurance that such conditions will not continue.
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RESULTS OF OPERATIONS
THREE MONTHS ENDED OCTOBER 31, 1998 (SECOND QUARTER OF FISCAL 1999) COMPARED TO
THREE MONTHS ENDED NOVEMBER 1, 1997 (SECOND QUARTER OF FISCAL 1998)
Net sales for the quarter ended October 31, 1998 increased approximately 1% over
the second quarter of the prior year. This growth was primarily attributable to
an increase in volume for the Company's brands and favorable changes in product
mix. As part of the Company's Strategic Alliance program, sales of branded
products are supported by expanded in-store advertising and merchandising which
also had the effect of increasing net selling prices. These increases were
partially offset by a decrease in manufacturing service revenues and decreases
in net selling prices resulting from competitive pricing in certain markets.
Gross profit increased to approximately 32% of net sales for the second quarter
of fiscal 1999 from 31% of net sales for the second quarter of fiscal 1998. This
increase was due to the increased volume and favorable changes in product mix
noted above, including an increase in products distributed through the
convenience channel.
Selling, general and administrative expenses increased approximately $2.3
million to 27% of net sales for the second quarter of fiscal 1999 from 25% of
net sales for the second quarter of fiscal 1998. This increase is due to higher
delivery costs associated with the convenience channel growth noted above, and
higher selling and marketing costs, including expanded in-store advertising and
other merchandising programs related to the Company's Strategic Alliance
program. Selling expenses also reflect an increase in the number of direct sales
personnel.
Interest expense declined during the first quarter of fiscal 1999 compared to
the prior year due to a reduction in debt outstanding. See Note 4 of Notes to
Condensed Consolidated Financial Statements.
The effective rate for income taxes, based upon estimated annual income tax
rates, approximated 37% of income before taxes for both the second quarter of
fiscal 1999 and fiscal 1998. 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 decreased to $3.0 million, or $.16 per share, for the quarter ended
October 31, 1998, from $3.3 million, or $.18 per share, for the quarter ended
November 1, 1997.
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SIX MONTHS ENDED OCTOBER 31, 1998 (FIRST SIX MONTHS OF FISCAL 1999) COMPARED TO
SIX MONTHS ENDED NOVEMBER 1, 1997 (FIRST SIX MONTHS OF FISCAL 1998)
Net sales for the six months ended October 31, 1998 increased approximately $6.9
million, or 3%, over the first six months of the prior year. This is primarily
the result of the product mix changes and effects of the Strategic Alliance
program discussed above.
Gross profit increased to approximately 33% of net sales for the first six
months of fiscal 1999 from 32% of net sales for the first six months of fiscal
1998. This increase is primarily due to the product mix change that contributed
to the gross profit improvement for the second quarter of fiscal 1999 discussed
above.
Selling, general and administrative expenses increased approximately $5.5
million to 26% of net sales for the first six months of fiscal 1999 from 25% of
net sales for the first six months of fiscal 1998. This increase is primarily
due to the higher shipping, selling and marketing costs discussed above.
Interest expense declined during the six months compared to the prior year due
to a reduction in debt outstanding. See Note 4 of Notes to Condensed
Consolidated Financial Statements.
The effective rate for income taxes, based upon estimated annual income tax
rates, approximated 37% of income before taxes for both the first six months of
fiscal 1999 and fiscal 1998. 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 increased to $9.3 million or $.50 per share for the six months
ended October 31, 1998, from $9.2 million or $.50 per share for the six months
ended November 1, 1997.
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FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
OCTOBER 31, 1998 COMPARED TO MAY 2, 1998
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. During the six months ended October 31,
1998, the Company generated EBITDA of $21.6 million, as compared to EBITDA of
$21.5 million for the same period last year. EBITDA for the twelve-month period
ended October 31, 1998 was $34.4 million, representing a 6% increase over
EBITDA of $32.6 million for the prior twelve-month period.
For the six months ended October 31, 1998, net cash provided by operating
activities of $2.3 million was comprised of income of $9.3 million plus
non-cash charges of $5.1 million less cash used for seasonal working capital
requirements of $12.1 million. Cash of $2.7 million was used for capital
expenditures. At October 31, 1998, the Company's ratio of current assets to
current liabilities was 2.2 to 1 and the Company had approximately $33.4
million available under its credit agreements.
Management believes that its cash and equivalents, together with funds
generated from operations and borrowing capabilities, will be sufficient to
meet its operating cash requirements in the foreseeable future. The Company is
evaluating various capital projects to expand capacity at certain manufacturing
facilities. Presently, however, the Company has no material commitments for
capital expenditures requiring cash outlays.
On January 23, 1998, the Company announced that its Board of Directors
authorized the Company to repurchase up to 800,000 shares of its common stock.
The Company expects to make such purchases from existing cash balances from
time to time through open market purchases, block trades and/or privately
negotiated transactions. During the six months ended October 31, 1998, the
Company purchased 37,380 shares of its common stock. See Note 6 of Notes to
Condensed Consolidated Financial Statements.
At October 31, 1998, the Company had outstanding long-term debt of $33.3
million. Certain debt agreements contain restrictions which require a
subsidiary to maintain certain financial ratios and minimum net worth, and
limit the subsidiary with respect to incurring certain additional indebtedness,
paying cash dividends and making certain loans, advances or other investments.
At October 31, 1998, net assets of the subsidiary totaling approximately $54
million were restricted from distribution. Management believes that cash
balances of the parent company, when combined with funds available from its
subsidiary, provide sufficient liquidity to allow it to meet its current and
expected cash obligations. The Company was in compliance with all loan
covenants and restrictions at October 31, 1998, and such restrictions are not
expected to have a material adverse impact on the operations of the Company.
See Note 4 of Notes to Condensed Consolidated Financial Statements.
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YEAR 2000
Many computer systems were designed using two digit date fields for purposes of
determining the year. This raises the possibility that these systems will
recognize a date using "00" as 1900 rather than 2000, which could result in
improper processing of time sensitive data or system failure. The Company is in
the process of reviewing its information technology (IT) systems and non-IT
systems and modifying those that are subject to this problem. The Company is
also in the process of surveying its major suppliers and customers to determine
the status of their Year 2000 compliance programs. Based on available
information, management believes that the required modifications of its
software and equipment will be completed on a timely basis, and that the costs
of the Year 2000 compliance program will not have a material effect on the
Company's results of operations or financial position. However, due to the
various uncertainties involved, the possibility remains that the unsuccessful
resolution of Year 2000 issues by the Company or its important suppliers or
customers could have a material adverse effect on the Company's results of
operations or financial position.
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 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; competition; success of
the Company's Strategic Alliance objective; success of the Company 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; changes in business strategy or development plans;
government regulations; regional weather conditions; unanticipated costs or
problems relating to Year 2000 compliance; and other factors referenced in this
Form 10-Q. The Company will not undertake and specifically declines any
obligation to publicly release the result of any revisions which may be made to
any forward-looking statements to reflect events or circumstances after the
date of such statements or to reflect the occurrence of anticipated or
unanticipated events.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Note 5 of Notes to Condensed Consolidated Financial Statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the company's Annual Meeting of Shareholders held on October 9, 1998 ("the
Annual Meeting"), Mr. S. Lee Kling was re-elected to the Board of Directors for
a three-year term; 16,435,881 votes were cast for his election and 12,087 votes
were withheld. Also at the Annual Meeting, Mr. Joseph P. Klock, Jr. was elected
to the Board of Directors for a three-year term; 16,435,961 votes were cast for
his election and 12,007 votes were withheld. Additionally, 16,052,736 shares
were cast for the approval of an amendment to the Company's Special Stock Option
Plan to increase by 160,000 shares the number of shares issuable thereunder;
385,603 shares were cast against such proposal and 9,629 shares abstained.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit
Number Description
------- -----------
27 Financial Data Schedule (For SEC Use Only)
(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 15, 1998
NATIONAL BEVERAGE CORP.
(Registrant)
By: \s\ Dean A. McCoy
---------------------------
Dean A. McCoy
Vice President - Controller
(On behalf of the Registrant and as
Principal Accounting Officer)
15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS OF THE FILER FOR THE PERIOD ENDED OCTOBER 31,
1998 INCLUDED IN ITS QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED OCTOBER
31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAY-01-1999
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0
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