<PAGE> 1
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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 30, 1999
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
------------------------------- -------------------
(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
---------------------------------------------------
(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 March 9,
1999 was 18,446,308.
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NATIONAL BEVERAGE CORP.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JANUARY 30, 1999
INDEX
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page
----
<S> <C>
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
as of January 30, 1999 and May 2, 1998 ......................................... 3
Condensed Consolidated Statements of Income
for the three months and nine months ended January 30, 1999
and January 31, 1998 ........................................................... 4
Condensed Consolidated Statements of Cash Flows
for the nine months ended January 30, 1999
and January 31, 1998 ........................................................... 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 6. Exhibits and Reports on Form 8-K............................................ 14
</TABLE>
2
<PAGE> 3
NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JANUARY 30, 1999 AND MAY 2, 1998
(In thousands, except share amounts)
<TABLE>
<CAPTION>
(Unaudited)
January 30, May 2,
1999 1998
----------- ------
<S> <C> <C>
Assets
Current assets:
Cash and equivalents $ 32,354 $ 40,447
Trade receivables - net of allowances of $604 (January 30, 1999)
and $715 (May 2, 1998) 23,371 35,781
Inventories 25,455 23,402
Deferred income taxes 1,782 2,154
Prepaid and other 5,648 5,557
---------- -----------
Total current assets 88,610 107,341
Property - net 55,775 55,945
Intangible assets - net 14,575 14,973
Other assets 5,308 4,068
---------- -----------
$ 164,268 $ 182,327
========== ===========
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 20,143 $ 37,065
Accrued liabilities 12,564 18,606
Income taxes payable 136 879
Current portion of long-term debt -- 393
---------- -----------
Total current liabilities 32,843 56,943
Long-term debt 40,267 41,600
Deferred income taxes 7,906 8,332
Other liabilities 4,606 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
22,036,012 shares (22,025,212 shares - May 2, 1998) 220 220
Additional paid-in capital 15,180 15,118
Retained earnings 77,327 67,973
Treasury stock - at cost:
Preferred stock - 150,000 shares (5,100) (5,100)
Common stock - 3,608,104 shares (3,530,724 shares - May 2, 1998) (9,131) (8,381)
---------- ----------
Total shareholders' equity 78,646 69,980
---------- ----------
$ 164,268 $ 182,327
========== ==========
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements.
3
<PAGE> 4
NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS AND NINE MONTHS ENDED JANUARY 30, 1999 AND JANUARY 31, 1998
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
(Unaudited)
Three Months Ended Nine Months Ended
--------------------- ----------------------
1999 1998 1999 1998
---------- --------- ---------- ---------
<S> <C> <C> <C> <C>
Net sales $ 74,393 $ 78,673 $ 297,556 $ 294,919
Cost of sales 51,006 55,320 199,661 202,359
---------- --------- ---------- ---------
Gross profit 23,387 23,353 97,895 92,560
Selling, general and administrative expenses 22,832 21,295 81,375 74,299
Interest expense 721 955 2,585 3,225
Other income - net 203 381 1,008 1,191
---------- --------- ---------- ---------
Income before income taxes 37 1,484 14,943 16,227
Provision for income taxes 14 555 5,589 6,069
---------- --------- ---------- ---------
Net income $ 23 $ 929 $ 9,354 $ 10,158
========== ========= ========== =========
Earnings per common share -
Basic $ .00 $ .05 $ .50 $ .55
========== ========= ========== =========
Diluted $ .00 $ .05 $ .48 $ .53
========== ========= ========== =========
Outstanding and dilutive shares -
Average shares outstanding 18,482 18,486 18,488 18,473
Dilutive stock options 805 822 827 850
---------- --------- ---------- ---------
19,287 19,308 19,315 19,323
========== ========= ========== =========
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements.
4
<PAGE> 5
NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED JANUARY 30, 1999 AND JANUARY 31, 1998
(In thousands)
<TABLE>
<CAPTION>
(Unaudited)
1999 1998
---------- ----------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 9,354 $ 10,158
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 6,973 6,661
Deferred income tax provision (benefit) (54) 110
Loss on sale of property 96 55
Changes in:
Trade receivables 12,415 1,506
Inventories (2,053) 906
Prepaid and other assets (3,205) (2,145)
Accounts payable (16,922) (7,470)
Other liabilities, net (7,625) (755)
---------- ----------
Net cash provided by (used in) operating activities (1,021) 9,026
---------- ----------
INVESTING ACTIVITIES:
Property additions (4,653) (2,642)
Proceeds from disposal of property 26 196
---------- ----------
Net cash used in investing activities (4,627) (2,446)
---------- ----------
FINANCING ACTIVITIES:
Debt borrowings 7,000 8,300
Debt repayments (8,726) (22,009)
Repurchase of common stock (750) --
Proceeds from stock options exercised 31 61
---------- ----------
Net cash used in financing activities (2,445) (13,648)
---------- ----------
NET DECREASE IN CASH AND EQUIVALENTS (8,093) (7,068)
CASH AND EQUIVALENTS - BEGINNING OF YEAR 40,447 37,257
---------- ----------
CASH AND EQUIVALENTS - END OF PERIOD $ 32,354 $ 30,189
========== ==========
OTHER CASH FLOW INFORMATION:
Interest paid $ 2,290 $ 3,436
Income taxes paid 6,864 4,430
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements.
5
<PAGE> 6
NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 30, 1999
(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 January 30, 1999 are comprised of finished goods of $13,264,000
and raw materials of $12,191,000. 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:
<TABLE>
<CAPTION>
(In thousands)
January 30, 1999 May 2, 1998
------------------ ----------------
<S> <C> <C>
Land $ 8,897 $ 8,897
Buildings and improvements 31,709 31,520
Machinery and equipment 81,273 77,888
------------------ ----------------
Total 121,879 118,305
Less accumulated depreciation (66,104) (62,360)
------------------ ----------------
Property - net $ 55,775 $ 55,945
================== ================
</TABLE>
Depreciation expense was $1,514,000 and $4,701,000 for the three and nine month
periods ended January 30, 1999, respectively, and $1,613,000 and $4,810,000 for
the three and nine month periods ended January 31, 1998, respectively.
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<PAGE> 7
4. DEBT
<TABLE>
<CAPTION>
Debt consists of the following:
(In thousands)
January 30, 1999 May 2, 1998
------------------ ----------------
<S> <C> <C>
Senior Notes (see below) $16,667 $25,000
Credit Facilities (see below) 7,000 --
Term Loan Facility (see below) 16,600 16,600
Other -- 393
------------------ ----------------
Total 40,267 41,993
Less current portion -- (393)
------------------ ----------------
Long-term portion $40,267 $41,600
================== ================
</TABLE>
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 $45 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
January 30, 1999, 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
7
<PAGE> 8
arrangements, by financing the Company's operations on a current basis, and by
permitting the 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 nine months ended January 30, 1999, options for 10,800 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 January 30, 1999,
options to purchase 1,215,336 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 nine months ended January 30, 1999, the Company purchased 77,380
shares of its common stock. Such shares are classified as treasury stock.
8
<PAGE> 9
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 JANUARY 30, 1999 (THIRD QUARTER OF FISCAL 1999) COMPARED TO
THREE MONTHS ENDED JANUARY 31, 1998 (THIRD QUARTER OF FISCAL 1998)
Net sales for the quarter ended January 30, 1999 decreased approximately 5% over
the third quarter of the prior year. This decline was primarily attributable to
a decrease in volume for allied brands and, in certain markets, decreases in net
selling prices resulting from competitive pricing. The decline was partially
offset by favorable changes in product and distribution mix for the Company's
brands.
Gross profit increased to approximately 31% of net sales for the third quarter
of fiscal 1999 from 30% of net sales for the third quarter of fiscal 1998. This
increase was due to the favorable changes in product and distribution mix noted
above, including an increase in higher margin products distributed through the
convenience channel.
Selling, general and administrative expenses increased approximately $1.5
million to $22.8 million for the third quarter of fiscal 1999. This increase is
due to higher delivery costs associated with the convenience channel growth and
higher marketing costs, including expanded in-store advertising and other
merchandising programs related to the Strategic Alliance program.
Interest expense declined during the third 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 third 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 $23,000 for the quarter ended January 30, 1999, from
$929,000, or $.05 per share, for the quarter ended January 31, 1998.
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NINE MONTHS ENDED JANUARY 30, 1999 (FIRST NINE MONTHS OF FISCAL 1999) COMPARED
TO NINE MONTHS ENDED JANUARY 31, 1998 (FIRST NINE MONTHS OF FISCAL 1998)
Net sales for the nine months ended January 30, 1999 increased approximately
$2.6 million, or 1%, over the first nine months of the prior year. This growth
was primarily the result of favorable changes to the product and distribution
mix, and an increase in branded case volume related to the Strategic Alliance
program.
Gross profit increased to approximately 33% of net sales for the first nine
months of fiscal 1999 from 31% of net sales for the first nine months of fiscal
1998. This improvement is primarily due to an increase in higher margin branded
case volume related to the changes in product and distribution mix.
Selling, general and administrative expenses increased approximately $7.1
million to 27% of net sales for the first nine months of fiscal 1999 from 25% of
net sales for the first nine months of fiscal 1998. This increase is primarily
due to the higher delivery and marketing costs discussed above and higher
selling costs related to an increase in direct sales personnel.
Interest expense declined during the nine 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 nine 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 decreased to $9.4 million or $.50 per share for the nine months ended
January 30, 1999, from $10.2 million or $.55 per share for the nine months ended
January 31, 1998.
11
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FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
JANUARY 30, 1999 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 nine months ended January 30,
1999, the Company generated EBITDA of $24.5 million, as compared to EBITDA of
$26.1 million for the same period last year. EBITDA for the twelve-month period
ended January 30, 1999 was $32.7 million, as compared to EBITDA of $33.2 million
for the prior twelve-month period.
For the nine months ended January 30, 1999, net cash used in operating
activities of $1.0 million was comprised of income of $9.4 million plus non-cash
charges of $7.0 million less cash used for seasonal working capital requirements
of $17.4 million. Cash of $4.6 million was used for capital expenditures. At
January 30, 1999, the Company's ratio of current assets to current liabilities
was 2.7 to 1 and the Company had approximately $36.7 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 nine months ended January 30, 1999, the Company
purchased 77,380 shares of its common stock. See Note 6 of Notes to Condensed
Consolidated Financial Statements.
At January 30, 1999, the Company had outstanding long-term debt of $40.3
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
January 30, 1999, 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 January 30, 1999, 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.
12
<PAGE> 13
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 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
14
<PAGE> 15
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 16, 1999
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 (A) THE
UNAUDITED FINANCIAL STATEMENTS OF THE FILER FOR THE PERIOD ENDED JANUARY 30,
1999 INCLUDED IN ITS QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JANUARY
30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH (B) FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAY-01-1999
<PERIOD-END> JAN-30-1999
<CASH> 32,354
<SECURITIES> 0
<RECEIVABLES> 23,975
<ALLOWANCES> 604
<INVENTORY> 25,455
<CURRENT-ASSETS> 88,610
<PP&E> 121,879
<DEPRECIATION> 66,104
<TOTAL-ASSETS> 164,268
<CURRENT-LIABILITIES> 32,843
<BONDS> 40,267
0
150
<COMMON> 220
<OTHER-SE> 78,276
<TOTAL-LIABILITY-AND-EQUITY> 164,268
<SALES> 297,556
<TOTAL-REVENUES> 297,556
<CGS> 199,661
<TOTAL-COSTS> 199,661
<OTHER-EXPENSES> 0
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</TABLE>
