UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended January 30, 201628, 2017

  

Commission file number 1-14170

 

NATIONAL BEVERAGE CORP.

(Exact name of registrant as specified in its charter)

 

Delaware

59-2605822

(State of incorporation)

(I.R.S. Employer Identification No.)

  

8100 SW Tenth Street, Suite 4000, Fort Lauderdale, FL 33324

(Address of principal executive offices including 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 (✔) No ( )

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes (✔) No ( )

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ( ) Accelerated filer (✔) Non-accelerated filer ( ) Smaller reporting company ( )

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ( ) No (✔)

 

The number of shares of registrant’s common stock outstanding as of March 4, 2016February 24, 2017 was 46,549,150.46,568,550.

 



  

 
 

 

 

NATIONAL BEVERAGE CORP.

QUARTERLY REPORT ON FORM 10-Q

INDEX

 

Page

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements (Unaudited)

Page
  

Item 1.

Financial Statements (Unaudited)

Consolidated Balance Sheets as of January 28, 2017 and April 30, 2016 and May 2, 2015

3

  

Consolidated Statements of Income for the Three and Nine Months Ended January 30, 201628, 2017 and January 31, 201530, 2016

4
  

Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended January 30, 201628, 2017 and January 31, 201530, 2016

5
  

Consolidated Statements of Shareholders’ Equity for the Nine Months Ended January 30, 201628, 2017 and January 31, 201530, 2016

6

  

Consolidated Statements of Cash Flows for the Nine Months Ended January 30, 201628, 2017 and January 31, 201530, 2016

7

  

Notes to Consolidated Financial Statements

8

  

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

12

  

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

15

  

Item 4.

Controls and Procedures

15

  

PART II - OTHER INFORMATION

  

Item 1A. Risk Factors

Risk Factors

16

  

Item 6. Exhibits

Exhibits

16

  

Signature

17

 


PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands, except share data)


  

January 28,

2017

  

April 30,

2016

 

Assets

        

Current assets:

        

Cash and equivalents

 $105,666  $105,577 

Trade receivables - net

  68,710   61,046 

Inventories

  48,440   47,922 

Deferred income taxes - net

  3,511   4,454 

Prepaid and other assets

  5,052   4,672 

Total current assets

  231,379   223,671 

Property, plant and equipment - net

  65,654   61,932 

Goodwill

  13,145   13,145 

Intangible assets

  1,615   1,615 

Other assets

  5,001   5,135 

Total assets

 $316,794  $305,498 
         

Liabilities and Shareholders' Equity

        

Current liabilities:

        

Accounts payable

 $49,673  $49,391 

Accrued liabilities

  28,749   26,195 

Income taxes payable

  11   28 

Total current liabilities

  78,433   75,614 

Deferred income taxes - net

  14,390   14,474 

Other liabilities

  7,525   9,258 

Shareholders' equity:

        

Preferred stock, $1 par value - 1,000,000 shares authorized:Series C - 150,000 shares issued

  150   150 

Common stock, $.01 par value - 75,000,000 shares authorized;50,601,334 shares issued (50,588,734 shares at April 30)

  506   506 

Additional paid-in capital

  35,055   34,570 

Retained earnings

  198,767   190,733 

Accumulated other comprehensive loss

  (32)  (1,807)

Treasury stock - at cost:

        

Series C preferred stock - 150,000 shares

  (5,100)  (5,100)

Common stock - 4,032,784 shares

  (12,900)  (12,900)

Total shareholders' equity

  216,446   206,152 

Total liabilities and shareholders' equity

 $316,794  $305,498 

See accompanying Notes to Consolidated Financial Statements.

 

 

 

PART I - FINANCIAL INFORMATION

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES

ITEM 1. FINANCIAL STATEMENTS

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands, except share data)

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(In thousands, except per share amounts)


 

  

January 30,

  

May 2,

 
  

2016

  

2015

 

Assets

        

Current assets:

        
Cash and equivalents $86,101  $52,456 
Trade receivables - net  59,553   59,951 
Inventories  44,322   42,924 
Deferred income taxes - net  4,870   4,348 
Prepaid and other assets  6,819   8,050 
Total current assets  201,665   167,729 

Property, plant and equipment - net

  60,230   60,182 

Goodwill

  13,145   13,145 

Intangible assets

  1,615   1,615 

Other assets

  4,977   5,079 

Total assets

 $281,632  $247,750 
         

Liabilities and Shareholders' Equity

        

Current liabilities:

        
Accounts payable $37,665  $44,896 
Accrued liabilities  27,721   21,257 
Income taxes payable  31   98 
Total current liabilities  65,417   66,251 

Long-term debt

  -   10,000 

Deferred income taxes - net

  15,584   15,245 

Other liabilities

  7,683   8,472 

Shareholders' equity:

        
Preferred stock, $1 par value - 1,000,000 shares authorized:        
Series C - 150,000 shares issued  150   150 
Series D - 120,000 shares issued, aggregate liquidation preference of $6,000  120   120 
Common stock, $.01 par value - 75,000,000 shares authorized; 50,533,934 shares issued (50,418,019 shares at May 2)  505   504 

Additional paid-in capital

  39,649   37,759 

Retained earnings

  173,322   129,773 

Accumulated other comprehensive loss

  (2,798)  (2,524)

Treasury stock - at cost:

        
Series C preferred stock - 150,000 shares  (5,100)  (5,100)
Common stock - 4,032,784 shares  (12,900)  (12,900)

Total shareholders' equity

  192,948   147,782 

Total liabilities and shareholders' equity

 $281,632  $247,750 
  

Three Months Ended

  

Nine Months Ended

 
  

January 28,

2017

  

January 30,

2016

  

January 28,

2017

  

January 30,

2016

 
                 

Net sales

 $194,564  $161,687  $614,852  $525,751 
                 

Cost of sales

  118,644   109,135   374,721   349,679 
                 

Gross profit

  75,920   52,552   240,131   176,072 
                 

Selling, general and administrative expenses

  39,158   35,434   122,043   109,489 
                 

Interest expense

  51   40   139   153 
                 

Other income (expense) - net

  197   (2)  416   (76)
                 

Income before income taxes

  36,908   17,076   118,365   66,354 
                 

Provision for income taxes

  12,623   5,840   40,481   22,693 
                 

Net income

  24,285   11,236   77,884   43,661 
                 

Less preferred dividends

  -   (37)  -   (112)
                 

Earnings available to common shareholders

 $24,285  $11,199  $77,884  $43,549 
                 

Earnings per common share:

                

Basic

 $.52  $.24  $1.67  $.94 

Diluted

 $.52  $.24  $1.67  $.93 
                 

Weighted average common shares outstanding:

                

Basic

  46,566   46,448   46,561   46,420 

Diluted

  46,763   46,707   46,764   46,648 

 

See accompanying Notes to Consolidated Financial Statements.

 

 

 

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(In thousands, except per share amounts)

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(In thousands)


 

  Three Months Ended   Nine Months Ended  
  

January 30,

  

January 31,

  

January 30,

  

January 31,

 
  

2016

  

2015

  

2016

  

2015

 
                 

Net sales

 $161,687  $143,021  $525,751  $481,233 
                 

Cost of sales

  109,135   96,931   349,679   317,569 
                 

Gross profit

  52,552   46,090   176,072   163,664 
                 

Selling, general and administrative expenses

  35,434   32,593   109,489   108,201 
                 

Interest expense

  40   81   153   311 
                 

Other (expense) income - net

  (2)  (70)  (76)  1,104 
                 

Income before income taxes

  17,076   13,346   66,354   56,256 
                 

Provision for income taxes

  5,840   4,538   22,693   19,127 
                 

Net income

  11,236   8,808   43,661   37,129 
                 

Less preferred dividends and accretion

  (37)  (38)  (112)  (238)
                 

Earnings available to common shareholders

 $11,199  $8,770  $43,549  $36,891 
                 

Earnings per common share:

                

Basic

 $.24  $.19  $.94  $.80 

Diluted

 $.24  $.19  $.93  $.79 
                 

Weighted average common shares outstanding:

                

Basic

  46,448   46,358   46,420   46,345 

Diluted

  46,707   46,580   46,648   46,550 
  Three Months Ended  

Nine Months Ended

 
  

January 28,

2017

  

January 30,

2016

  

January 28,

2017

  

January 30,

2016

 
                 

Net income

 $24,285  $11,236  $77,884  $43,661 
                 

Other comprehensive income (loss), net of tax:

                

Cash flow hedges

  520   1,755   1,775   (274)
                 

Comprehensive income

 $24,805  $12,991  $79,659  $43,387 

 

See accompanying Notes to Consolidated Financial Statements.

 

 

 

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(In thousands)

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)

(In thousands)


 

  Three Months Ended  Nine Months Ended 
  

January 30,

  

January 31,

  

January 30,

  

January 31,

 
  

2016

  

2015

  

2016

  

2015

 
                 

Net income

 $11,236  $8,808  $43,661  $37,129 
                 

Other comprehensive income (loss), net of tax:

                
Cash flow hedges  1,755   (846)  (274)  (235)
                 

Comprehensive income

 $12,991  $7,962  $43,387  $36,894 
  

Nine Months Ended

 
  

January 28,

2017

  

January 30,

2016

 

Series C Preferred Stock

        

Beginning and end of period

 $150  $150 
         

Series D Preferred Stock

        

Beginning and end of period

  -   120 
         

Common Stock

        

Beginning of period

  506   504 

Stock options exercised

  -   1 

End of period

  506   505 
         

Additional Paid-In Capital

        

Beginning of period

  34,570   37,759 

Stock options exercised

  186   681 

Stock-based compensation

  146   182 

Stock-based tax benefits

  153   1,027 

End of period

  35,055   39,649 
         

Retained Earnings

        

Beginning of period

  190,733   129,773 

Net income

  77,884   43,661 

Common stock cash dividend

  (69,850)  - 

Preferred stock dividends

  -   (112)

End of period

  198,767   173,322 
         

Accumulated Other Comprehensive Loss

        

Beginning of period

  (1,807)  (2,524)

Cash flow hedges, net of tax

  1,775   (274)

End of period

  (32)  (2,798)
         

Treasury Stock - Series C Preferred

        

Beginning and end of period

  (5,100)  (5,100)
         

Treasury Stock - Common

        

Beginning and end of period

  (12,900)  (12,900)
         

Total Shareholders' Equity

 $216,446  $192,948 

 

See accompanying Notes to Consolidated Financial Statements.

 

 

 

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)

(In thousands)

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)


 

  Nine Months Ended 
  

January 30,

  

January 31,

 
  

2016

  

2015

 

Series C Preferred Stock

        

Beginning and end of period

 $150  $150 
         

Series D Preferred Stock

        

Beginning of period

  120   240 

Series D preferred redeemed

  -   (120)

End of period

  120   120 
         

Common Stock

        

Beginning of period

  504   504 

Stock options exercised

  1   - 

End of period

  505   504 
         

Additional Paid-In Capital

        

Beginning of period

  37,759   42,775 

Series D preferred redeemed

  -   (5,791)

Stock options exercised

  681   144 

Stock-based compensation

  182   212 

Stock-based tax benefits

  1,027   171 

End of period

  39,649   37,511 
         

Retained Earnings

        

Beginning of period

  129,773   80,737 

Net income

  43,661   37,129 

Preferred stock dividends and accretion

  (112)  (238)

End of period

  173,322   117,628 
         

Accumulated Other Comprehensive Loss

        

Beginning of period

  (2,524)  (205)

Cash flow hedges, net of tax

  (274)  (235)

End of period

  (2,798)  (440)
         

Treasury Stock - Series C Preferred

        

Beginning and end of period

  (5,100)  (5,100)
         

Treasury Stock - Common

        

Beginning and end of period

  (12,900)  (12,900)
         

Total Shareholders' Equity

 $192,948  $137,473 
  Nine Months Ended 
  

January 28,

2017

  

January 30,

2016

 

Operating Activities:

        

Net income

 $77,884  $43,661 

Adjustments to reconcile net income to net cashprovided by (used in) operating activities:

        

Depreciation and amortization

  9,600   9,071 

Deferred income tax benefit

  (189)  (21)

Gain on sale of property, net

  (5)  (36)

Stock-based compensation

  146   182 

Changes in assets and liabilities:

        

Trade receivables

  (7,664)  398 

Inventories

  (518)  (1,398)

Prepaid and other assets

  (1,703)  (194)

Accounts payable

  282   (7,231)

Accrued and other liabilities

  3,586   5,390 

Net cash provided by operating activities

  81,419   49,822 
         

Investing Activities:

        

Additions to property, plant and equipment

  (11,834)  (7,817)

Proceeds from sale of property, plant and equipment

  15   43 

Net cash used in investing activities

  (11,819)  (7,774)
         

Financing Activities:

        

Dividends paid on common stock

  (69,850)  - 

Dividends paid on preferred stock

  -   (112)

Repayments under credit facilities

  -   (10,000)

Proceeds from stock options exercised

  186   682 

Stock-based tax benefits

  153   1,027 

Net cash used in financing activities

  (69,511)  (8,403)
         

Net Increase in Cash and Equivalents

  89   33,645 
         

Cash and Equivalents - Beginning of Period

  105,577   52,456 
         

Cash and Equivalents - End of Period

 $105,666  $86,101 
         

Other Cash Flow Information:

        

Interest paid

 $165  $91 

Income taxes paid

 $40,389  $21,761 

 

See accompanying Notes to Consolidated Financial Statements.


NATIONAL BEVERAGE CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)

  Nine Months Ended 
  

January 30,

  

January 31,

 
  

2016

  

2015

 

Operating Activities:

        

Net income

 $43,661  $37,129 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

        
Depreciation and amortization  9,071   8,873 
Deferred income tax (benefit) provision  (21)  350 
Gain on sale of property, net  (36)  (1,255)
Stock-based compensation  182   212 
Changes in assets and liabilities:        
Trade receivables  398   6,904 
Inventories  (1,398)  (2,579)
Prepaid and other assets  (194)  (301)
Accounts payable  (7,231)  (12,128)
Accrued and other liabilities  5,390   (491)

Net cash provided by operating activities

  49,822   36,714 
         

Investing Activities:

        

Additions to property, plant and equipment

  (7,817)  (7,161)

Proceeds from sale of property, plant and equipment

  43   1,848 

Net cash used in investing activities

  (7,774)  (5,313)
         

Financing Activities:

        

Dividends paid on preferred stock

  (112)  (201)

Repayments under credit facilities

  (10,000)  (15,000)

Redemption of preferred stock

  -   (6,000)

Proceeds from stock options exercised

  682   144 

Stock-based tax benefits

  1,027   171 

Net cash used in financing activities

  (8,403)  (20,886)
         

Net Increase in Cash and Equivalents

  33,645   10,515 
         

Cash and Equivalents - Beginning of Period

  52,456   29,932 
         

Cash and Equivalents - End of Period

 $86,101  $40,447 
         

Other Cash Flow Information:

        

Interest paid

 $91  $320 

Income taxes paid

 $21,761  $18,744 

See accompanying Notes to Consolidated Financial Statements.

 

 

 

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

National Beverage Corp. develops, manufactures,produces, markets and sells a diversedistinctive portfolio of flavored beverage productsSparkling Waters, Juices, Energy Drinks and Carbonated Soft Drinks primarily in North America. Incorporated in Delaware in 1985, National Beverage Corp. is a holding company for various operating subsidiaries. When used in this report, the terms “we,” “us,” “our,” “Company” and “National Beverage” mean National Beverage Corp. and its subsidiaries.

 

1. SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

The consolidated financial statements include the accounts of National Beverage Corp. and its subsidiaries. Significant intercompany transactions and accounts have been eliminated.

 

The consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and rules and regulations of the Securities and Exchange Commission for interim financial reporting. Accordingly, they do not include all information and notes presented in the annual consolidated financial statements. The consolidated financial statements should be read in conjunction with the annual consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended May 2, 2015.April 30, 2016. The accounting policies used in these interim consolidated financial statements are consistent with those used in the annual consolidated financial statements.

 

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Results for the interim periods presented are not necessarily indicative of results which might be expected for the entire fiscal year.

 

Derivative Financial Instruments

We use derivative financial instruments to partially mitigate our exposure to changes in raw material costs. All derivative financial instruments are recorded at fair value in our Consolidated Balance Sheets. The estimated fair value of derivative financial instruments is calculated based on market rates to settle the instruments. We do not use derivative financial instruments for trading or speculative purposes. Credit risk related to derivative financial instruments is managed by requiring high credit standards for counterparties and frequent cash settlements. See Note 5.

 

Earnings Per Common Share

Basic earnings per common share is computed by dividing earnings available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per common share is calculated in a similar manner, but includes the dilutive effect of stock options.

 

Inventories

Inventories are stated at the lower of first-in, first-out cost or market. Inventories at January 28, 2017 are comprised of finished goods of $29.4 millionand raw materials of $19.0 million. Inventories at April 30, 2016 are comprised of finished goods of $25.1 millionand raw materials of $19.2 million. Inventories at May 2, 2015 are comprised of finished goods of $24.9$29.1 million and raw materials of $18$18.8 million.

 

 

 

2. PROPERTY, PLANT AND EQUIPMENT

 

Property consists of the following:

 

 

(In thousands) 

  

(In thousands)

 
 

January 30, 

2016

  

May 2,

2015 

  

January 28,

2017

  

April 30,

2016

 

Land

 $9,500  $9,500  $9,500  $9,500 

Buildings and improvements

  50,816   50,405   50,971   50,856 

Machinery and equipment

  163,833   156,702   173,577   162,195 

Total

  224,149   216,607   234,048   222,551 

Less accumulated depreciation

  (163,919)  (156,425)  (168,394)  (160,619)

Property, plant and equipment – net

 $60,230  $60,182  $65,654  $61,932 

 

Depreciation expense was $2.7 million and $8.1 million for the three and nine months ended January 28, 2017, respectively, and $2.5 million and $7.8 million for the three and nine months ended January 30, 2016, and January 31, 2015, respectively.

 

3. DEBT

 

At January 30, 2016,28, 2017, a subsidiary of the Company maintained unsecured revolving credit facilities with banks aggregating $100 million (the “Credit Facilities”). The Credit Facilities expire from October 10, 2017 to June 18, 2018 and currently, any borrowings would currently bear interest at .9% above one-month LIBOR. There were no borrowings outstanding under the Credit Facilities at January 28, 2017 or at April 30, 2016 and $10 million was outstanding at May 2, 2015.2016. At January 30, 2016,28, 2017, $2.2 million of the Credit Facilities werewas reserved for standby letters of credit and $97.8 million werewas available for borrowings.

 

The Credit Facilities require the subsidiary to maintain certain financial ratios, including debt to net worth and debt to EBITDA (as defined in the Credit Facilities), and contain other restrictions, none of which are expected to have a material effect on our operations or financial position. At January 30, 2016,28, 2017, we were in compliance with all loan covenants.

 

4. STOCK-BASED COMPENSATION

 

During the nine months ended January 30, 2016,28, 2017, options to purchase 3,000 shares of common stock were granted (weighted average exercise price of $9.59 per share), options to purchase 115,91512,600 shares were exercised (weighted average exercise price of $5.89$14.72 per share) and options to purchase 17,7256,400 shares were cancelled (weighted average exercise price of $16.02)$15.64). At January 30, 2016,28, 2017, options to purchase 482,495399,895 shares (weighted average exercise price of $11.45$12.28 per share) were outstanding and stock-based awards to purchase 2,793,8142,809,014 shares of common stock were available for grant.

 

 

 

5. DERIVATIVE FINANCIAL INSTRUMENTS

 

From time to time, we enter into aluminum swap contracts to partially mitigate our exposure to changes in the cost of aluminum cans. Such financial instruments are designated and accounted for as a cash flow hedge. Accordingly, gains or losses attributable to the effective portion of the cash flow hedge are reported in Accumulated Other Comprehensive Income (Loss) (“AOCI”) and reclassified into earnings through cost of sales in the period in which the hedged transaction affects earnings. The ineffective portion of the change in fair value of our cash flow hedges werehedge was immaterial. The following summarizes the gains (losses) recognized in the Consolidated Statements of Income and AOCI relative to cash flow hedges for the three and nine months ended January 30, 201628, 2017 and January 31, 2015:30, 2016:

 

 

(In thousands)

  

(In thousands)

 
 

Three Months Ended

  

Nine Months Ended

  

Three Months Ended

  

Nine Months Ended

 
 

2016

  

2015

  

2016

  

2015

  

2017

  

2016

  

2017

  

2016

 

Recognized in AOCI:

                                

Gain (loss) before income taxes

 $620  $(1,096) $(6,444) $152  $176  $620  $(21) $(6,444)

Less income tax provision (benefit)

  230   (407)  (2,391)  56   65   230   (8)  (2,391)

Net

 $390  $(689) $(4,053) $96  $111  $390  $(13) $(4,053)

Reclassified from AOCI to cost of sales:

                                

(Loss) gain before income taxes

 $(2,171) $249  $(6,008) $526 

Less income tax (benefit) provision

  (806)  92   (2,229)  195 

Loss before income taxes

 $(651) $(2,171) $(2,844) $(6,008)

Less income tax benefit

  (242)  (806)  (1,056)  (2,229)

Net

 $(1,365) $157  $(3,779) $331  $(409) $(1,365) $(1,788) $(3,779)

Net change to AOCI

 $1,755  $(846) $(274) $(235) $520  $1,755  $1,775  $(274)

 

As of January 30, 2016,28, 2017, the notional amount of our outstanding aluminum swap contracts was $18.6$2.4 million and, assuming no change in the commodity prices, $4.2 million$336,000 of unrealized lossgain before tax will be reclassified from AOCI and recognized in earnings over the next twelve months. See Note 1.

 

As of January 28, 2017, the fair value of the derivative asset was $336,000, which was included in prepaid and other assets. At April 30, 2016, and May 2, 2015, the fair value of the derivative liability was $4.2$2.5 million, and $3 million, respectively, which was included in accrued liabilities. At May 2, 2015, the fair value of the derivative long-term liability was $751,000, which was included in other liabilities. Such valuation does not entail a significant amount of judgment and the inputs that are significant to the fair value measurement are Level 2 as defined by the fair value hierarchy as they are observable market based inputs or unobservable inputs that are corroborated by market data.

 

6.NEW ACCOUNTING PRONOUNCEMENTS

 

In FebruaryMarch 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2016-09, “Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). This amendment addresses several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. ASU 2016-09 is effective for our fiscal year beginning April 30, 2017. Early adoption is permitted. We are currently evaluating the potential impact of adopting this guidance on our consolidated financial statements; however, adoption is not expected to have a material impact on our financial position, results of operations or cash flows.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, “Leases” (“ASU 2016-02”). ASU 2016-02 requires the lease rights and obligations arising from lease contracts, including existing and new arrangements, to be recognized as assets and liabilities on the balance sheet. ASU 2016-02 is effective for our fiscal year beginning April 28, 2019. We are currently evaluating the potential impact of adopting this guidance on our consolidated financial statements.

 

In November 2015, the FASB issued Accounting Standards Update No. 2015-17, “Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). ASU 2015-17 requires companies to classify all deferred tax liabilities and assets as noncurrent on the balance sheet. ASU 2015-17 is effective for our fiscal year beginning April 30, 2017. We are currently evaluating the potential impact of adopting this guidance onIf implemented, our consolidated financial statements.

In November 2014, the FASB issued Accounting Standards Update No. 2014-16, “Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issuedcurrent deferred tax asset would be reclassified to noncurrent in the Form of a Share Is More Akin to Debt or to Equity” (“consolidated balance sheet. ASU 2014-16”). The amendments in ASU 2014-16 do2015-17 has not change the current criteria for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. Rather, ASU 2014-16 clarifies how current U.S. GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. ASU 2014-16 is effective for our fiscal year beginning May 1, 2016. We are currently evaluating the potential impact of adopting this guidance on our consolidated financial statements.

yet been adopted.

 

 

 

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”).  ASU 2014-09 requires an entity to recognize revenue in an amount that reflects the consideration it expects to receive in exchange for goods or services.  On August 12, 2015, the FASB issued ASU 2015-14 which deferred the effective date of ASU 2014-09 by one year and is effective for our fiscal year beginning April 29, 2018.  We are currently evaluating the potential impact of adopting this guidance on our consolidated financial statements.statements; however, adoption is not expected to have a material impact on our financial position, results of operations or cash flows.

 

7.COMMITMENTS AND CONTINGENCIES

 

As of January 30, 2016,28, 2017, we guaranteed the residual value of certain leased equipment in the amount of $4.5$3.2 million. If the proceeds from the sale of such equipment are less than the balance required by the lease when the lease terminates on August 1, 2017, the Company shallwill be required to pay the difference up to such guaranteed amount. The Company expects to have no loss on such guarantee.

 

8.COMMON STOCK DIVIDENDS

On November 18, 2016, the Company declared a special cash dividend of $1.50 per share payable to shareholders of record on November 28, 2016. The cash dividend, aggregating $69.9 million, was paid on January 27, 2017. The Company also announced the Board has approved in concept an additional cash dividend, in an amount to be determined, to holders of record prior to the end of the current fiscal year and that the Company plans to develop a program to increase distribution to shareholders based on the length of time they have owned their shares.

 

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Overview

 

National Beverage Corp. is an acknowledged leaderproudly refreshes America with a distinctive portfolio of Sparkling Waters, Juices, Energy Drinks and Carbonated Soft Drinks. We believe that our ingenious product designs, innovative packaging and imaginative flavors, along with our corporate culture and philosophy, makes National Beverage unique in the development, manufacturing, marketing and sale of a diverse portfolio of flavored beverage products. Ourindustry. The Company’s primary market focus is the United States, but our products are also distributed in Canada, Mexico, the Caribbean, Latin America, the Pacific Rim, Asia and Europe. A holding company for various operating subsidiaries,other countries. National Beverage Corp. was incorporated in Delaware in 1985 and began trading as a public company on the NASDAQ Stock Market in 1991. In this report, the terms “we,” “us,” “our,” “Company” and “National Beverage” mean National Beverage Corp. and its subsidiaries unless indicated otherwise.

 

National Beverage is in an ongoing transition to meet the healthy hydration demands of the American consumer. Health and wellness awareness has increased significantly, resulting in growing demand for beverages with little or no calories and wholesome natural ingredients. Our brands emphasize distinctly-flavored beverages in attractive packaging that appeal to multiple demographic groups. The attentive, conscious and discriminating consumer is ever more alert to healthy choices and better-for-you ingredients that align to this transition and strategic focus.

Our brands consist of (i) beverages geared towardto the active and health-conscious consumer (“Power+ Brands”), including sparkling waters, energy drinks, and shots, juices, and enhanced beverages, and (ii) Carbonated Soft Drinks in a variety of flavors including regular, sugar-free and reduced-calorie options. In addition, we produce softreduced calorie options.Power+ Brands include LaCroix®, LaCroix Cúrate™, LaCroix NiCola™ and Shasta® sparkling water products; Rip It® energy drinks for certain retailers (“Allied Brands”) that endorse the “Strategic Alliance” concept of having ourand shots; and Everfresh®, Everfresh Premier Varietals™ and Mr. Pure® 100% juice and juice-based products. Our Carbonated Soft Drinks portfolio includes Shasta® and Faygo®, iconic brands and Allied Brands marketed to effectuate enhanced growth of both. We employ a philosophy that emphasizes vertical integration; our manufacturing model integrates the procurement of raw materials and production of concentrates with the manufacture of finished products in our twelve manufacturing facilities. whose flavor development spans more than 125 years.

To service a diverse customer base that includes numerous national retailers, as well as thousands of smaller “up-and-down-the-street” accounts, we have developedutilize a hybrid distribution system that promotesto deliver our products primarily through the take-home, convenience and utilizes customer warehouse distribution facilities and our own direct-store delivery fleet plus the direct-store delivery systems of independent distributors and wholesalers.

We consider ourselves to be a leader in the development and sale of flavored beverage products. The National Beverage Corp. brand portfolio contains a wide variety of beverages to meet consumer needs in a multitude of market segments. Our portfolio of Power+ Brands is targeted to consumers seeking healthier and functional alternatives to complement their active lifestyles, and includes LaCroix®, LaCroix Cúrate™ and LaCroix NiCola™ sparkling water products; Rip It® energy drinks and shots; and Everfresh® and Everfresh Premier Varietals™, 100% juice and juice-based products. Our carbonated soft drink flavor development spans more than 125 years originating with our flagship brands, Shasta® and Faygo®.food-service channels.

 

Our strategy emphasizes the growth of our products by (i) expanding our focus ondeveloping healthier and functional beverages tailored toward healthy, active lifestyles, (ii) offering a beverage portfolio of proprietary flavors with distinctive packaging and broad demographic appeal, (iii) supporting the franchise value of regional brands, (iv) appealingin response to the “quality-value”global shift in consumer buying habits and tailoring the variety and types of beverages in our portfolio to satisfy the preferences of a diverse mix of ‘crossover consumers’ – a growing group desiring a change to better-for-you beverages; (ii) emphasizing flavor development and variety throughout our product lines and brands; (iii) producing and developing products of the highest quality that also appeal to the value expectations of the familyconsumer; (iv) leveraging our efficient production and distribution systems, and our cost-effective social media and regionally focused marketing programs, to profitably deliver products at optimal consumer price-points; and (v) responding faster and more creatively to demographicconsumer trends than competitors who are burdened by developing innovative products designed to expand distribution.production and distribution complexity as well as legacy costs.

 

The majority of our sales areSales have been seasonal with the highest volume typically realized during the summer and warmer months. As a result, our operating results from one fiscal quarter to the next may not be comparable. Additionally, our operating results are affected by numerous factors, including fluctuations in the costs of raw materials, changes in consumer preference for beverage products, competitive pricing in the marketplace and weather conditions.

 

 

 

RESULTS OF OPERATIONS

 

Three Months EndedJanuary 28, 2017 (third quarter offiscal 2017) compared toThree Months EndedJanuary 30, 2016 (third quarter offiscal 2016) compared toThree Months EndedJanuary 31, 2015 (third quarter offiscal 2015)

 

Net sales for the third quarter of fiscal 20162017 increased 13.1%20.3% to $161.7$194.6 million compared to $143$161.7 million for the third quarter of fiscal 2015.2016. The higher sales resulted from a 12.3%17.5% increase in case volume, and a .6% increase in average selling price. The volume increasewhich includes 34.9%48.6% growth of our Power+ Brands.Brands due to increased velocity and distribution of sparkling waters. The increase was partially offset by a decline in Carbonated Soft Drinks. The average selling price isper case increased 2.3% primarily relateddue to changes in product mix.

 

Gross profit for the third quarter of fiscal 20162017 increased 14%44.5% to $52.6$75.9 million compared to $46.1$52.6 million for the third quarter of fiscal 2015.2016. The increase in gross profit is primarily due to higher sales and a decline in average selling price mentioned above, ascost per case of 7.2%. The decrease in cost of sales per case was approximately the same for both quarters.due to product mix changes and lower raw material costs. As a result, the gross margin improved to 39.0% compared to 32.5%. for the third quarter of fiscal 2016.

 

Selling, general and administrative expenses were $39.2 million or 20.1% of net sales for the third quarter of fiscal 2017 compared to $35.4 million or 21.9% of net sales for the third quarter of fiscal 2016 compared to $32.62016. The $3.7 million or 22.8% of net sales for the third quarter of fiscal 2015. The increase in expenses was primarily due to higher selling, administrativedistribution and marketing costs.

 

Interest expense decreased to $40,000Other income includes interest income of $191,000 for the third quarter of fiscal 2016, primarily due to a decline in average borrowings outstanding under credit facilities. Other expense includes interest income of2017 and $25,000 for the third quarter of fiscal 20162016. The increase in interest income is due to higher average invested balances and $8,000 for the third quarter of fiscal 2015.investment yields.

 

The Company’s effective income tax rate, based upon estimated annual income tax rates, was 34.2% for the third quarter of fiscal 20162017 and 34.0% for the third quarter of fiscal 2015.2016. The difference between the effective rate and the federal statutory rate of 35% was primarily due to the effect of state income taxes and the domestic manufacturing deduction.

 

Nine Months EndedJanuary 30, 2016 (first28, 2017 (first nine months offiscal 2016)2017) compared toNine Months EndedJanuary 31, 2015 (first30, 2016 (first nine months offiscal 2015)2016)

 

Net sales for the first nine months of fiscal 20162017 increased 9.3%16.9% to $614.9 million compared to $525.8 million compared to $481.2 million for the first nine months of fiscal 2015.2016. The higher sales resulted from an 8.3%a 16.8% increase in case volume, and a .9% increase in average selling price. The volume increasewhich includes 29%44.7% growth of our Power+ Brands due to increased velocity and distribution of sparkling waters. The increase was partially offset by a decline in branded carbonated soft drinks and Allied Brands.Carbonated Soft Drinks. The increase in average selling price is relatedper case increased 2.2% primarily due to changes in product mix.

 

Gross profit for the first nine months of fiscal 20162017 increased 7.6%36.4% to $176.1$240.1 million compared to $163.7$176.1 million for the first nine months of fiscal 2015.2016. The increase in gross profit is primarily due to higher sales partially offset by an increaseand a decline in average cost of sales per case of 1.6%5.6%. The increasedecrease in cost of sales per case was due to changes in product mix which also resulted inchanges and lower raw material costs. As a result, gross margin declineimproved to 39.1% compared to 33.5%. for the first nine months of fiscal 2016.

 

Selling, general & administrative expenses were $122.0 million or 19.8% of net sales for the first nine months of fiscal 2017 compared to $109.5 million or 20.8% of net sales for the first nine months of fiscal 2016 compared to $108.22016. The $12.6 million or 22.5% of net sales for the first nine months of fiscal 2015. The increase in expenses was primarily due to higher distribution, selling, marketing and administrative costs, partially offset by lower marketing costs.

much of which is related to volume growth.

 

 

 

Interest expense decreased to $153,000$139,000 for the first nine months of fiscal 2016, primarily2017 due to a decline in averagerepayments on borrowings outstanding under credit facilities.facilities during the prior fiscal year. Other income includes a $1.3 million gain on saleinterest income of property in$437,000 for the first nine months of fiscal 2015.2017 and $50,000 for the first nine months of fiscal 2016.

 

The Company’s effective income tax rate, based upon estimated annual income tax rates, was 34.2% for the first nine months of fiscal 20162017 and 34.0% for the first nine months of fiscal 2015.2016. The difference between the effective rate and the federal statutory rate of 35% was primarily due to the effect of state income taxes and the domestic manufacturing deduction.

 

LIQUIDITY AND FINANCIAL CONDITION

 

Liquidity and Capital Resources

Our principal source of funds is cash generated from operations and borrowings available under our credit facilities. At January 30, 2016,28, 2017, we maintained $100 million unsecured revolving credit facilities, of whichno borrowings were outstanding and $2.2 million was reserved for standby letters of credit. We believe that existing capital resources will be sufficient to meet our liquidity and capital requirements for the next twelve months.

 

On November 18, 2016, the Company declared a special cash dividend of $1.50 per share payable to shareholders of record on November 28, 2016. The cash dividend, aggregating $69.9 million, was paid on January 27, 2017. The Company also announced the Board has approved in concept an additional cash dividend, in an amount to be determined, to holders of record prior to the end of the current fiscal year.

Cash Flows

The Company’s cash position for the first nine months of fiscal 20162017 increased $33.6 million$89,000 from May 2, 2015,April 30, 2016, which compares to an increase of $10.5$33.6 million for the first nine months of fiscal 2015.2016.

 

Net cash provided by operating activities for the first nine months of fiscal 20162017 amounted to $49.8$81.4 million compared to $36.7$49.8 million for the first nine months of fiscal 2015.2016. For the first nine months of fiscal 2016,2017, cash flow was principally provided by net income of $43.7$77.9 million and depreciation and amortization aggregating $9.1$9.6 million, offset in part by a decreasean increase in accounts payable.receivable.

 

Net cash used in investing activities for the first nine months of fiscal 20162017 reflects capital expenditures of $7.8$11.8 million, compared to capital expenditures of $7.2$7.8 million for the first nine months of fiscal 2015.2016. The first nine months of fiscal 2015 includes proceeds of $1.8 million from sale of property.increase in capital expenditures is primarily to support volume growth.

 

Net cash used in financing activities for the first nine months of fiscal 20162017 amounted to $8.4$69.5 million, which included $10 million in principal repayments under credit facilities. Inthe payment of cash dividends of $69.9 million. During the first nine months of fiscal 2015,2016, the Company redeemed 120,000 shares of Series D Preferred for an aggregate price of $6 million and repaid $15$10 million in principal repayments under credit facilities.

 

Financial Position

During the first nine months of fiscal 2016,2017, working capital increased to $136.2$152.9 million from $101.5$148.1 million at May 2, 2015.April 30, 2016. The increase in working capital resulted primarily from higher cash and inventories and a decline in payables,trade receivables, partially offset by higher accrued liabilities balance. Trade receivables decreased $398,000increased $7.7 million due to higher sales activity while days sales outstanding increased slightlyto 32.1 days from 33.131.0 days at May 2, 2015 to 33.5 days at JanuaryApril 30, 2016. Inventories increased approximately $1.4 millionslightly as a result of the Company maintaining higher stockinventory levels to support increases in sales and new product introductions. Inventory turns improved to 9.8 from 9.5 times. The current ratio was 3.13.0 to 1 at January 28, 2017 and at April 30, 2016 and 2.5 to 1 at May 2, 2015.

2016.

 

��

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

There have been no material changes in market risks from those reported in our Annual Report on Form 10-K for the fiscal year ended May 2, 2015.April 30, 2016.

 

ITEM 4. CONTROLS AND PROCEDURES

 

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act). Based upon that evaluation, the Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective to ensure information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in SEC rules and (2) accumulated and communicated to our management, including our Chief Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.

 

There were no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

FORWARD-LOOKING STATEMENTS

 

Certain statements in this Quarterly Report on Form 10-Q (the “Form 10-Q”) constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the following: general economic and business conditions, pricing of competitive products, success in acquiring other beverage businesses, success of new product and flavor introductions, fluctuations in the costs of raw materials ourand packaging supplies, ability to increase selling prices,pass along cost increases to our customers, labor strikes or work stoppages or other interruptions in the employment of labor, continued retailer support for our products, changes in consumer preferences and our success ofin creating products geared toward consumers’ tastes, success in implementing business strategies, changes in business strategy or development plans, government regulations, regionaltaxes or fees imposed on the sale of our products, unfavorable weather conditions and other factors referenced in this Form 10-Q. For a further list and description of various risks, relevant factors and uncertainties that could cause future results or events to differ materially from those expressed or implied in our forward-looking statements, see the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections contained in our Annual Report on Form 10-K for the fiscal year ended May 2, 2015April 30, 2016 and other filings with the Securities and Exchange Commission. We disclaim an obligation to update any such factors or to publicly announce the results of any revisions to any forward-looking statements contained herein to reflect future events or developments.

 

 

 

PART II - OTHER INFORMATION

 

ITEM 1A.RISK FACTORS

 

There have been no material changes in risk factors from those reported in our Annual Report on Form 10-K for the fiscal year ended May 2, 2015.April 30, 2016.

 

ITEM 6. EXHIBITS

 

Exhibit No.Description

 

Exhibit No.

Description

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

31.2

31.2

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

32.1

32.1

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

32.2

32.2

Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

101

101

The following financial information from National Beverage Corp. Quarterly Report on Form 10-Q for the quarterly period ended January 30, 2016,28, 2017, 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.

 

 

 

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 10, 2016

National Beverage Corp.

(Registrant)Date: March 9, 2017

 

 

 

 

National Beverage Corp.

(Registrant)

By:

By:/s/Gregory P. Cook

Gregory P. Cook

Vice President – Controller andChiefand

Chief Accounting Officer

 

17