National Beverage - 10-Q quarterly report FY

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 28, 2006

Commission file number 1-14170

(Exact name of registrant as specified in its charter)

(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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large Accelerated Filer o      Accelerated Filer o      Non-accelerated Filer x

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

The number of shares of registrant’s common stock outstanding as of December 7, 2006 was 37,593,709.

 

 

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF OCTOBER 28, 2006 AND APRIL 29, 2006
(In thousands, except share amounts)

See accompanying Notes to Condensed Consolidated Financial Statements.

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS AND SIX MONTHS ENDED OCTOBER 28, 2006
AND OCTOBER 29, 2005
(In thousands, except per share amounts)

See accompanying Notes to Condensed Consolidated Financial Statements.

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED OCTOBER 28, 2006 AND OCTOBER 29, 2005
(In thousands)

See accompanying Notes to Condensed Consolidated Financial Statements.

National Beverage Corp. develops, manufactures, markets and distributes a complete portfolio of multi-flavored soft drinks, juice drinks, water and specialty beverages throughout the United States. Incorporated in Delaware in 1985, National Beverage Corp. is a holding company for various operating subsidiaries. When used in this report, the terms “we,” “us,” “our,” “Company” and “National Beverage” mean National Beverage Corp. and its subsidiaries.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and rules and regulations of the Securities and Exchange Commission for interim financial information. The financial statements do not include all information and notes required by GAAP for complete financial statements. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Results for the interim periods presented are not necessarily indicative of results which might be expected for the entire fiscal year.

These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 29, 2006.

Reclassifications have been made to prior year amounts to conform to the current year presentation.

In the fourth quarter of fiscal 2006, the Company adopted SFAS No. 123R “Stock-Based Compensation” pursuant to the modified prospective application and, accordingly, prior period amounts have not been restated. Stock-based compensation expense was recorded based on the fair value method for all awards granted on or after the date of adoption and for the portion of previously granted awards that remained unvested at the date of adoption.

Prior to the fourth quarter of fiscal 2006, the Company applied the provisions of APB No. 25, “Accounting for Stock Issued to Employees,” as permitted under SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure — an amendment of FASB Statement No. 123.” Under APB 25, stock-based compensation expense was generally not recognized unless the exercise price of options granted was less than the market price on the date of grant.

Had compensation cost for options granted to employees been recorded based on the fair value method under SFAS No. 123, “Accounting for Stock-Based Compensation” prior to the adoption date, net income and earnings per share for the three months and six months ended October 29, 2005 would have been impacted on a pro forma basis by less than $200,000 and $.01 per share.

During the six months ended October 28, 2006, options for 1,280 shares were granted at a weighted average exercise price of $8.39 and options for 75,300 shares were exercised at a weighted average exercise price of $3.05. At October 28, 2006, options to purchase 729,356 shares at a weighted average exercise price of $5.12 were outstanding and stock-based awards to purchase 2,677,472 shares of common stock were available for grant.

Inventories are stated at the lower of first-in, first-out cost or market. Inventories at October 28, 2006 are comprised of finished goods of $21,811,000 and raw materials of $16,657,000. Inventories at April 29, 2006 are comprised of finished goods of $18,997,000 and raw materials of $15,432,000.

Property consists of the following:

Depreciation expense was $2,554,000 and $5,097,000 for the three-month and six-month periods ended October 28, 2006, respectively, and $2,577,000 and $5,113,000 for the three-month and six-month periods ended October 29, 2005, respectively.

A subsidiary maintains unsecured revolving credit facilities aggregating $45 million (the “Credit Facilities”) with banks. The Credit Facilities expire through May 1, 2008 and bear interest at ¹/2% below the banks’ reference rate or .6% above LIBOR, at the subsidiary’s election. At October 28, 2006, there was no debt outstanding under the Credit Facilities and approximately $42 million was available for future borrowings.

The Credit Facilities require the subsidiary to maintain certain financial ratios and contain other restrictions, none of which are expected to have a material impact on our operations or financial position. Significant financial ratios and restrictions include: fixed charge coverage; net worth ratio; and limitations on incurrence of debt. At October 28, 2006, we were in compliance with all loan covenants and approximately $25 million of retained earnings were restricted from distribution.

In January 1998, the Board of Directors authorized the purchase of up to 800,000 shares of National Beverage common stock. There were no shares purchased during the six months ended October 28, 2006. Aggregate shares purchased since January 1998 were 502,060 and are classified as treasury stock.

In June 2005, we received a partial payment of $7.7 million from the settlement of our claim in a class action lawsuit known as “In re: High Fructose Corn Syrup Antitrust Litigation Master File No. 95-1477 in the United States District Court for the Central District of Illinois”. The lawsuit related to purchases of high fructose corn syrup made by the Company and others. The settlement amount was allocated to each class action recipient based on the proportion of its purchases to total purchases by all class action recipients. The amount received, less offsets and expenses of $.5 million, was recorded as a reduction in cost of sales in the first quarter ended July 30, 2005. In November 2005, the Company received $1.2 million, representing the final payment due under the settlement. Such amount was recorded in the third quarter ended January 28, 2006 as a reduction in cost of sales.

Management has reviewed the current and proposed changes in accounting standards and does not expect any of these changes to have a material impact on the Company.

National Beverage Corp. develops, manufactures, markets and distributes a complete portfolio of quality beverage products throughout the United States. Incorporated in Delaware in 1985, National Beverage Corp. is a holding company for various operating subsidiaries. In this report, the terms “we,” “us,” “our,” “Company” and “National Beverage” mean National Beverage Corp. and its subsidiaries.

Our lines of multi-flavored soft drinks, including those of our flagship brands, Shasta^® and Faygo^®, emphasize distinctive flavor variety. In addition, we offer an assortment of premium beverages geared to the health-conscious consumer, including Everfresh^®, Home Juice^®, and Mr. Pure^®100% juice and juice-based products; and LaCroix^®, Mt. Shasta™, Crystal Bay^® and ClearFruit^®flavored and spring water products. We also produce energy drinks and powdered beverage products, including Rip It^®, an energy drink in liquid and powdered form geared toward young consumers and PowerBlast ™ Energy Fuel, a powdered nutritional beverage product for “on-the-go” consumers. Other products include Ohana^® fruit-flavored drinks and St. Nick’s^® holiday soft drinks. Substantially all of our brands are produced in thirteen manufacturing facilities that are strategically located in major metropolitan markets throughout the continental United States. To a lesser extent, we develop and produce soft drinks for retail grocery chains, warehouse clubs, mass-merchandisers and wholesalers (“allied brands”) as well as soft drinks for other beverage companies.

Our strategy emphasizes the growth of our products by offering a branded beverage portfolio of proprietary flavors; by supporting the franchise value of regional brands and expanding those brands with modern packaging and broader demographic emphasis; by developing and acquiring innovative products tailored toward healthy lifestyles; and by appealing to the “quality-price” expectations of the family consumer. We believe that the “regional share dynamics” of our brands perpetuate consumer loyalty within local regional markets, resulting in more retailer sponsored promotional activities.

Over the last several years, we have focused on increasing penetration of our brands in the convenience channel through Company-owned and independent distributors. The convenience channel is composed of convenience stores, gas stations and other smaller “up-and-down-the-street” accounts. Because of the higher retail prices and margins that typically prevail, we have undertaken specific measures to expand distribution in this channel. These include development of products specifically targeted to this market, such as ClearFruit, Everfresh, Mr. Pure, Crystal Bay, Rip It and PowerBlast. Additionally, we have created proprietary and specialized packaging for these products with distinctive graphics. We intend to continue our focus on enhancing growth in the convenience channel through both specialized packaging and innovative product development.

Beverage industry sales are seasonal with the highest volume typically realized during the summer months. Additionally, our operating results are subject to numerous factors, including fluctuations in the costs of raw materials, changes in consumer preference for beverage products and competitive pricing in the marketplace.

Led by higher sales of Rip It, the case volume of the Company’s energy drinks, juices and waters increased by 11.6%. This increase was partially offset by a 5.7% volume decrease in traditional carbonated soft drinks, including a 12.5% decline in lower-margin allied brands. As a result of this mix shift and certain pricing increases, the net selling price per unit increased 6.5%.

Gross profit approximated 32.3% of net sales for the second quarter of fiscal 2007 compared to 31.3% of net sales for the second quarter of fiscal 2006. The improvement in gross margin was due to the effects of the pricing improvements mentioned above partially offset by higher manufacturing and raw material costs.

Selling, general and administrative expenses were $35.4 million or 26.0% of net sales for the second quarter of fiscal 2007 compared to $34.3 million or 26.1% of net sales for last year. The increase in expenses is due to higher marketing expenses related to new product introductions and an increase in cooperative advertising.

Other income includes interest income of $444,000 (fiscal 2007) and $404,000 (fiscal 2006). The increase in interest income is due to higher investment yields. Also, other income in the second quarter of fiscal 2006 includes a loss of $111,000 on the disposal of property.

The Company’s effective rate for income taxes, based upon estimated annual income tax rates, approximated 35.9% of income before taxes for the second quarter of fiscal 2007 and 36.3% for the comparable period in fiscal 2006. The difference between the effective rate and the federal statutory rate of 35% was primarily due to the effects of state income taxes, nondeductible expenses and nontaxable interest income.

Net income was $5.7 million for the second quarter of fiscal 2007 compared to $4.6 million for the second quarter of fiscal 2006.

In the first six months of fiscal 2006, the Company received a net fructose settlement of $7.2 million, which was recorded as a reduction in cost of goods sold. Net income for the first six months of fiscal 2006 included an after tax gain of $4.4 million related to the fructose settlement. See Note 7 of Notes to Condensed Consolidated Financial Statements.

The case volume of the Company’s energy drinks, juices and waters increased by 11.5% primarily due to higher sales of Rip It. This increase was partially offset by a 4.8% volume decrease in traditional carbonated soft drinks, including an 11.1% decline in lower-margin allied brands. As a result of this mix shift and certain pricing increases, the net selling price per unit increased 7.0%.

Gross profit approximated 32.8% of net sales for the first six months of fiscal 2007 compared to 30.4% of net sales for the first six months of fiscal 2006, excluding the effect of the $7.2 million fructose settlement received last year. The improvement in gross margin was due to the effects of the pricing improvements mentioned above partially offset by higher manufacturing and raw material costs. Excluding the fructose settlement, cost of goods sold per unit increased .8% over the comparable period last year.

Selling, general and administrative expenses were $70.4 million or 24.6% of net sales for the first six months of fiscal 2007 compared to $68.2 million or 24.9% of net sales for last year. The increase in expenses is due to higher marketing expenses related to new product introductions and an increase in cooperative advertising. The decline as a percent of sales was due to the effect of higher sales on fixed expenses.

Other income includes interest income of $769,000 (fiscal 2007) and $697,000 (fiscal 2006). The increase in interest income is due to higher investment yields. Also, other income in the first six months of fiscal 2006 includes a loss of $287,000 on the disposal of property.

The Company’s effective rate for income taxes, based upon estimated annual income tax rates, approximated 35.9% of income before taxes for the first six months of fiscal 2007 and 37.4% for the comparable period in fiscal 2006. The difference between the effective rate and the federal statutory rate of 35% was primarily due to the effects of state income taxes, nondeductible expenses and nontaxable interest income.

Net income was $15.5 million for the first six months of fiscal 2007 compared to $14.3 million for the first six months of fiscal 2006.

Liquidity and Capital Resources
Our current sources of capital are cash flows from operations and borrowings under existing credit facilities. We maintain unsecured revolving credit facilities aggregating $45 million of which $3 million was used for standby letters of credit at October 28, 2006. There was no debt outstanding under the credit facilities. We believe that our capital resources are sufficient to fund our capital expenditures, dividends and working capital requirements for the foreseeable future.

Cash Flows
During the first six months of fiscal 2007, $15.6 million was provided from operating activities and $691,000 was provided from financing activities, which was partially offset by $4.4 million used for investing activities. Cash provided by operating activities decreased $2.6 million due to an increase in working capital requirements. Cash used in investing activities increased $1.8 million due to an increase in net property additions.

Financial Position
During the first six months of fiscal 2007, our working capital increased $16.6 million to $91.6 million primarily due to operating activities. Trade receivables decreased $4.7 million due to timing of sales and collections. Inventory increased $4.0 million due to new products introduced and inventory cost increases. Prepaid and other assets decreased $1.4 million due to a decline in income tax refund receivables. Accounts payable decreased $7.4 million due to the timing of

payments made. At October 28, 2006, the current ratio was 2.7 to 1 compared to 2.2 to 1 at April 29, 2006.

Certain statements in this Quarterly Report on Form 10-Q (this “Form 10-Q”) constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the following: general economic and business conditions; pricing of competitive products; success in acquiring other beverage businesses; success of new product and flavor introductions; fluctuations in the costs of raw materials; our ability to increase prices; continued retailer support for our products; changes in consumer preferences; success of implementing business strategies; changes in business strategy or development plans; government regulations; regional weather conditions; and other factors referenced in this Form 10-Q. 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.

There are no material changes to the disclosures made on this matter in the Company’s Annual Report on Form 10-K for the fiscal year ended April 29, 2006.

National Beverage’s Chief Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures are effective, based on their evaluation of these controls and procedures as of October 28, 2006. There has been no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

At the company’s Annual Meeting of Shareholders held September 29, 2006, Mr. Joseph G. Caporella and Mr. Samuel C. Hathorn, Jr. were re-elected to the Board of Directors for a three-year term. Of the 35,814,181 shares voted, 34,299,499 shares were voted for the election of Mr. Joseph G. Caporella (1,514,682 shares were withheld) and 35,644,911 shares were voted for the election of Mr. Samuel C. Hathorn, Jr (169,270 shares were withheld).

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 12, 2006