National Beverage - 10-Q quarterly report FY2013 Q2

SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended October 27, 2012

Commission file number 1-14170

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 (ü)  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 (ü)  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 (ü)  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 (ü)

The number of shares of registrant’s common stock outstanding as of November 28, 2012 was 46,307,295.

National Beverage Corp. develops, manufactures, markets and sells a diverse portfolio of multi-flavored soft drinks, juice drinks, water and specialty beverages 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.

The consolidated financial statements include the accounts of National Beverage Corp. and all subsidiaries.  All 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 April 28, 2012. 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.

In June 2011, the Financial Accounting Standards Board (“FASB”) amended its guidance on the presentation of comprehensive income in financial statements to improve the comparability, consistency and transparency of financial reporting and to increase the prominence of items that are recorded in other comprehensive income. The new guidance requires entities to report components of comprehensive income in either a continuous statement of comprehensive income or two separate but consecutive statements.  The new guidance was effective as of the beginning of fiscal 2013 and was applied retrospectively. The Company’s adoption of the new guidance resulted in a change in the presentation of the Company’s consolidated financial statements but did not have any impact on the Company’s results of operations, financial position or liquidity.

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 6.

Inventories are stated at the lower of first-in, first-out cost or market.  Inventories at October 27, 2012 are comprised of finished goods of $24.6 million and raw materials of $18.3 million.  Inventories at April 28, 2012 are comprised of finished goods of $24.4 million and raw materials of $16.5 million.

Property consists of the following:

Depreciation expense was $2.4 million and $4.7 million for the three and six months ended October 27, 2012, respectively, and $2.2 million and $4.3 million for the three and six months ended October 29, 2011, respectively.

At October 27, 2012, a subsidiary of the Company maintained unsecured revolving credit facilities with banks aggregating $75 million (the “Credit Facilities”).  The Credit Facilities expire through July 8, 2013 and, currently, any borrowings would bear interest at .3% to .9% above LIBOR or, at our election, .5% below the banks’ reference rate.  At October 27, 2012, $2.4 million of the Credit Facilities was used for standby letters of credit and $72.6 million was available for borrowings.

The Credit Facilities require the subsidiary to maintain certain financial ratios, principally debt to net worth and debt to EBITDA (as defined in the loan agreements), and contain other restrictions, none of which are expected to have a material effect on our operations or financial position.   At October 27, 2012, we were in compliance with all loan covenants and approximately $1.2 million of retained earnings was restricted from distribution.

On November 23, 2012, the subsidiary amended a credit facility with a bank to increase the amount of available credit from $25 million to $50 million and extend the maturity date to November 22, 2015.

During the six months ended October 27, 2012, options to purchase 2,000 shares of common stock were granted (weighted average exercise price of $8.39 per share), options to purchase 16,720 shares were exercised (weighted average exercise price of $7.74 per share), and options to purchase 4,200 shares were cancelled (weighted average exercise price of $11.35).  At October 27, 2012, options to purchase 493,700 shares (weighted average exercise price of $7.04 per share) were outstanding and stock-based awards to purchase 2,983,064 shares of common stock were available for grant.

We have entered into various aluminum swap contracts to partially mitigate our exposure to changes in the cost of aluminum cans through April 2013.  The financial instruments were 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 (“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 hedge 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 six months ended October 27, 2012 and October 29, 2011:

As of October 27, 2012, the notional amount of our outstanding aluminum swap contracts was $12.6 million and, assuming no change in the commodity prices, $1.1 million of unrealized net loss (before tax) will be reclassified from AOCI and recognized in cost of sales over the next seven months.  See Note 1.

As of October 27, 2012 and April 28, 2012, the fair value of the derivative liability was $1.1 million and $503,000, respectively, which was included in Accrued 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 in the fair value hierarchy as they are observable market based inputs or unobservable inputs that are corroborated by market data.

As of October 27, 2012, the Company guaranteed the residual value of certain leased equipment in the amount of $6.7 million.  On August 1, 2012, the lease term was extended for 12 months to August 1, 2013.  If the proceeds from the sale of such equipment are less than the balance required by the lease when the lease terminates, the Company shall be required to pay the difference up to such guaranteed amount.  The Company expects to have no loss on such guarantee.

On November 23, 2012, the Company declared a special cash dividend of $2.55 per share payable to shareholders of record on December 7, 2012.  The cash dividend, expected to approximate $118 million, will be paid from available cash and credit facilities on or before February 1, 2013.

National Beverage Corp. is a holding company for various subsidiaries that develop, manufacture, market and sell a diverse portfolio of beverage products.  In this report, the terms “we”, “us”, “our”, “Company” and “National Beverage” mean National Beverage Corp. and its subsidiaries.

Our brands include soft drinks, energy drinks and shots, juices, teas, still and sparkling waters and nutritionally enhanced beverages, and span both carbonated and non-carbonated offerings.  In addition, we produce soft drinks for certain retailers (“Allied Brands”) who also promote certain of our brands (“Strategic Alliances”).  We employ a philosophy that demands vertical integration wherever possible and our vertically integrated manufacturing model unites the procurement of raw materials, production of concentrates and manufacturing of finished products in our twelve manufacturing facilities.  To service a diverse customer base that includes numerous national retailers as well as hundreds of smaller “up-and-down-the-street” accounts, we developed a hybrid distribution system which promotes and utilizes customers’ warehouse distribution facilities and our own direct-store delivery fleet plus the direct-store delivery systems of independent distributors.

We consider ourselves to be a leader in the development and sale of flavored beverage products.  Our soft drink flavor development spans over 100 years originating with our flagship brands, Shasta® and Faygo®, and includes our Ritz® and Big Shot® brands.  For the health-conscious consumer, we offer a diverse line of flavored beverage products, including Everfresh®, Home Juice® and Mr. Pure® 100% juice and juice-based products; LaCroix®, Crystal Bay® and Clear Fruit® flavored, sparkling and spring water products; and Àsanté® nutritionally-enhanced beverages.  In addition, we produce and market Rip It® energy drinks and shots, Ohana® fruit-flavored non-carbonated drinks, Sundance® teas and lemonades and St. Nick’s® holiday soft drinks.  We refer to our portfolio of brands other than soft drinks as our “Power+ Brands”.

Our strategy emphasizes the growth of our products by (i) offering a beverage portfolio of proprietary flavors with distinctive packaging and broad demographic appeal, (ii) supporting the franchise value of regional brands, (iii) appealing to the “quality-value” expectations of the family consumer and (iv) responding to demographic trends by developing innovative products tailored toward healthy lifestyles or designed to expand distribution in higher-margin channels.

The majority of our sales are seasonal with the highest volume typically realized during the summer 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.

Net sales for the second quarter of fiscal 2013 increased 5.4% to $166.6 million as compared to $158.0 million for the second quarter of fiscal 2012.  The sales improvement is due to case volume growth of 15.4% for our Power+ Brands and 6.3% for carbonated soft drinks.  This sales improvement was partially offset by a 2.9% decline in unit pricing primarily due to product mix changes.

Gross profit approximated 32.8% of net sales for the second quarter of fiscal 2013 compared to 34.2% of net sales for the second quarter of fiscal 2012.  The gross profit decline is due to product mix changes and lower pricing mentioned above.  Cost of sales decreased .8% on a per unit basis.

Selling, general & administrative expenses were $36.1 million or 21.7% of net sales for the second quarter of fiscal 2013 compared to $36.9 million or 23.4% of net sales for the second quarter of fiscal 2012.  The decrease in expenses was due to lower marketing costs.

Other expense includes interest income of $11,000 for the second quarter of fiscal 2013 and $13,000 for the second quarter of fiscal 2012.

The Company’s effective income tax rate, based upon estimated annual income tax rates, was 34.5% for the second quarter of fiscal 2013 and 35.0% for the second quarter of fiscal 2012.  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 manufacturing deduction.

Net sales for the first six months of fiscal 2013 increased 6.8% to $349.4 million as compared to $327.1 million for the first six months of fiscal 2012.  The sales improvement is due to case volume growth of 18.3% for our Power+ Brands and 6.8% for carbonated soft drinks.  This sales improvement was partially offset by a 2.6% decline in unit pricing primarily due to product mix changes.

Gross profit approximated 32.3% of net sales for the first six months of fiscal 2013 compared to 35.2% of net sales for the first six months of fiscal 2012.  The gross profit decline is due to product mix changes and lower pricing mentioned above.  Cost of sales increased 1.7% on a per unit basis.

Selling, general & administrative expenses were $72.4 million or 20.7% of net sales for the first six months of fiscal 2013 compared to $77.3 million or 23.6% of net sales for the first six months of fiscal 2012.  The decrease in expenses was due to lower marketing and administration expenses.

Other expense includes interest income of $25,000 for the first six months of fiscal 2013 and $23,000 for the first six months of fiscal 2012.

The Company’s effective income tax rate, based upon estimated annual income tax rates, was 34.5% for the first six months of fiscal 2013 and 35.0% for the first six months of fiscal 2012.  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 manufacturing deduction.

The Company’s cash position for the first six months of fiscal 2013 increased $13.1 million from April 28, 2012, which compares to an increase of $14.6 million for the similar 2012 fiscal period.

Net cash provided by operating activities for the first six months of fiscal 2013 amounted to $16.1 million compared to $18.1 million for the similar 2012 fiscal period.  For the first six months of fiscal 2013, cash flow was principally provided by net income of $26.4 million and depreciation and amortization aggregating $5.8 million, offset in part by an increase in inventories and a decline in accounts payable.

Net cash used in investing activities for the first six months of fiscal 2013, principally capital expenditures, amounted to $3.2 million compared to $3.8 million for the similar 2012 fiscal period.

During the first six months of fiscal 2013, working capital increased $27.7 million to $97.5 million due to cash generated from operations.  Trade receivables decreased $5.0 million, which represents a reduction in days sales outstanding from approximately 33.9 days at year-end to 30.9 days, and inventories increased $2.1 million, which represents a decrease in inventory turns from 11.0 at year-end to 10.4 times.  The current ratio was 2.7 to 1 at October 27, 2012 and 1.9 to 1 at April 28, 2012.

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 April 28, 2012.

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.

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, our ability to increase selling 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.  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 April 28, 2012 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.

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 April 28, 2012.

Exhibit No.                                                                Description

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 6, 2012