National Beverage Corp. Annual Report 2013

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FY2013 Annual Report · National Beverage Corp.

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Annual report

2013

So . . .

our efforts

Our passion is fueled proportionately

to the joy of all those we refresh and

make happy. We are Team National!

Cup-Fillers Content – Yes . . .

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A p p r e c i a t
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$675
million

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$482
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COURAGE

DILIGENT

ROBUST

PASSION

IMAGINE

RISK

DETERMINED

INNOVATE

DRIVE

NOVEL

DARING

EXECUTE

T R E AT Y O U R S E L F T O A N E W WAY . . .

F E E L G R E AT B E I N G T H E R E –

C A R E E N O U G H T O –

T E A C H I T T O S O M E O N E . . . !

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CHaRaCTER
PassION!

oUr branDS anD US –
there is a place that really gets the juices flowing – shifting tides
and water coves – lots of boats, some loaded with lobster traps
– others with the ‘old man of the sea’ being the only soul aboard!
this is where my creative, passion, humility and nostalgia get
‘caffeinated’! this place is my greenhouse – in which the process
of reflecting on lovely people, unique soft drink brands and a
most wonderful company . . . flourishes! our only limitation
here at national beverage is our imagination! think of it, what a
wonderful thing to say about a business . . . and our good fortune
to be part of it.

Association – a great surrounding always prompts a nice feeling.
Feeling good is one of the most compelling things we humans
seek the most. We are in a business that does just that – makes
people feel good. try that feeling on for kicks! it’s our brands
that create good feelings and team national is the owner and
shepherd of these brands. brands that are purchased and
consumed for the celebrations they create . . . are good – brands
that are a celebration and ‘wellness’ inspired are . . . great! a
brand that is all natural – no calories – great quenching –
zestfully refreshing is more about feeling good than thirst
quenching. all people like to think that they are doing the right
thing for themselves and when they consume LaCroix . . . they
know they are. team national is an expert at satisfying emotional
needs. We practice on our consumers with every ounce we
produce; it follows through with our caring for employees and
shareholders. Caring is core to our culture and philosophy!

our brands are emotionally connected to us – much care and
love is devoted to them. We have converted ingredients, tweaked
taste, reduced calories and, today, from nearly 100% typical
carbonated soft drinks in 1996, we now have 47% of our total
revenues in non-carbs, sparkling waters, functional beverages,
juices and juice drinks. We are listening . . .

“Our only limitation here at
National Beverage is our imagination!”

eVerYDaY iS gaMe DaY . . .
our caring culture was our original charter and the purpose of our birth.

the goals we set are rigorously executed. that performance is
converted into statistics or financial results. our success or failure is a
daily endeavor. the standards we measure by are not so easy to achieve.
rigorous, stress-filled, disciplined focus is the capsule in which our
caring is contained. our aggressiveness is only exceeded by one
thing . . . creativity! natural as breathing; instinctive as seeing;
purposeful as a heartbeat . . . that’s our creativity! What better natural
talent to possess if one is going to be a soft drink company!

between FY2004 and FY2012, our shareholders received more than
100% of their earnings! as fiduciaries, we had the responsibility to
safeguard tax savings, on their behalf, and we exercised prudence.
Caring has no limits . . .

50 CentS MaYbe; neVer a QUarter . . .
it would be extremely hard to imagine a public company more committed
to their shareholders than this one! one of its most passionate, most
dedicated, most determined shareholders and, i might add (largest), is
writing this to you. Managing a business today is not as much fun and
requires a more compelling set of ‘smarts’ than ever before.

a mindset has overshadowed our champion – america – and the
america that once nurtured someone to ‘work hard’, achieve and excel
has been thwarted! Unsettleable – unsustainable debt – a result of
many ills – entitlement outflow more than incoming. Just think, if this
occurred in a typical public company, its stock would trash – aSap! but
isn’t america a citizen-owned public company?

public companies are often faced with the
decision – good for the ‘stock’ this quarter versus
good for the company’s future! Here at national
beverage, the choice is easy. poor choices
made = no Future! Missing an epS quarterly
target these (market jittery) days is akin to
biting into a chili pepper filled with ex-Lax!

in our earnings release on July 11, 2013, we stated
that, “this fiscal year 2014, our performance will
demand a rare form of excellence. our past
being the ultimate barometer, certainly we have
what it takes to do – just that!”

Well, after witnessing disclosures of other soft
drink companies and major retailers, our previous
statement in July’s release should now be
modified: “this fiscal year 2014, all of the
significant soft drink companies domiciled in
north america will require a rare form of
excellence to report similar results as reported
in 2013! our past being the ultimate barometer,
certainly we have what it takes to do – just that!
Look at us in July 2014 and judge us then!” Deal?

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tHe FUtUre beCKonS . . .
our FY2012 proxy was well received. this really is an understatement!
So . . . it goes without saying – we were challenged to exceed ourselves
with our FY2013 proxy. Hope you find it as compelling to peruse as we
– to create!

our everfresh Varietals, rip it Functionals and new LaCroix themes,
plus our re-introduced Spree, are additions for FY2014. We hope you’ll
enjoy them. the Cúrate and Jardin themes of LaCroix are a touch
of class!

national beverage is advantaged in
a changing soft drink world –
smaller is better, agile is great!
our flagship brand, Shasta, began
as a California mineral water
company. it is in transformation to
rethink its origin – maybe a
sparkling mineral water for its
birthday in FY2014 . . . after all,
one has to do something big for its
125th . . . right?

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$675
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$482
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the Future beckons to all – in all
walks of life: soft drinks, law,
wellness, cab drivers – all of life’s
human force . . . it says, “Hey
fellow worrier, lend a hand, do
what you do better . . . and if you
do it, others will see and also be
inspired to try harder!” if we all do
better, life for all should be better; america will get better and this
world will have to be better. remember: ‘good is never enough – when
better is available!’

the Future beckons all americans to deliberate and have the courage
to Do the right thing – for america’s future. as we at national beverage
take our fiduciary responsibilities very seriously – americans must also
do the same!

our future at national beverage is optically stimulating – tastefully
charismatic and financially sound!

respectfully,

nick a. Caporella
Chairman & Chief executive officer

p.S. Cast a spell; Make it effervescence –

name it: national beverage Corp

So . . .

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THE BEsT Way
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Is TO

FuTure
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Flavor

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Spirit

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Wellness

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Passion

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Our Flavor

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Each and every fiber of our

being – dedicates itself in

richness and taste to product

innovation. We are to flavor

– what bees are to honey! if

surely there was ever a honey of a beverage

– it’s everfresh Varietals – they titillate your

taste buds! Faygo Grapefruit + Lime = 60/40.

What does that mean? 60% greatness –

40% ditto! if mundane circumstances

are bothering you – rip it out of your

life with a rip it! We innovate across

our family of euphoric brands . . .

hip hip hooray!

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annual report 2013

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Our Spirit

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Passion . . . is individualistic spirit!

Ours is to be quite unique in all that we do . . .

Most excitingly – our Creativity! See . . .

When others are just lacing up – we are enjoying

the results of our futuristic neurons . . . a

one-of-a-kind LaCroix Jardin! Direct from a

supple, French garden formulated to make

you deliciously content. and our all-natural

Spree . . . Wow! Flip on the creative

switch and look out . . . as they say –

Vive La Différence!

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inspired

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Top the Ride –
Excite with Spree

Our Wellness

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‘Wellness’ and ‘Longevity’ are no longer just

‘catchy’ words . . . americans are working far into

their 70s and professionals are serving in key positions

into their 80s. While the mindset varies for the

purpose of working longer than their previous

generations . . . individuals in their 70s

may require a boost of nutrients + energy to

maintain the pace. Team National has

everfresh fortified juices and great-tasting

rip it – “for good morning and charge the

day” beverages!

We at National beverage are focused on

americans who want to stay engaged longer – stay

productive longer – feel better longer!

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annual report 2013

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Nutrition
Facts
Serving Size 1 Can

Amount Per Serving
Calories 0

% Daily Value*

Total Fat 0g
Sodium 0mg
Total Carb 0g
Sugars 0g
Protein 0g

Not a significant source of
other nutrients
*Percent Daily Values are
based on a 2,000 calorie diet.

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Smarter Is

better

Our Passion

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‘If you can’t win, make the winner break a record!’

Did that hard-driving father have a profound

influence on the son whose passion is

relentless? Discipline is to philosophy – what

fuel is to an engine! Our goals are realized by

the combining of creative and execution, but

the timing of completion is the degree of

passion! (Secret) When the passion meter fell

below 10 – we created a little brew to drive it

up again. Now we sell it – rip it Shots! (No longer

a secret, for certain!) When it comes to energy . . .

We Mega rip it!

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Zone in

Unleash Your
Mega-Mite

braNDS

that band

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One Philosophy, One Goal,

One Standard . . . Boundless

Great Taste! brands that ignite

loyalty – must continuously

demand of themselves . . .

it’s the only

measure that

guarantees –

excellence!

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ecorp.
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‘Our character
and

corporate soul . . .

that we profoundly engage

demand

with

Masterful Brilliance –

have that reflected in the

outcome of all that we do!

Our competency is ignited

by innovation –

the spirit of which is

All-Ways Professional!

Our Team, Our Products,

Our Results,

Our Character . . .

Our Life!’

2013

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Selected Financial Data

(In thousands, except per share and footnote amounts)

April 27,
2013

April 28,
2012

April 30,
2011

May 1,
2010

May 2,
2009

Fiscal Year Ended

S U M M A R Y O F O P E R AT I O N S:
Net sales
Cost of sales

Gross profit
Selling, general and administrative
expenses
Interest expense
Other (expense) income—net

Income before income taxes
Provision for income taxes

$ 662,007
444,757

$ 628,886
415,629

$ 600,193
381,539

$ 593,465
396,450

$ 575,177
405,322

217,250

213,257

218,654

197,015

169,855

146,223
403
(173)

70,451
23,531

146,169
107
(85)

66,896
22,903

155,885
99
(20)

62,650
21,896

145,159
120
(351)

51,385
18,532

131,918
107
967

38,797
14,055

Net income

$ 46,920

$ 43,993

$ 40,754

$ 32,853

$ 24,742

P E R S H A R E D ATA :
Basic earnings per common share (1)
Diluted earnings per common share(1)
Closing stock price
Dividends paid on common stock(2)

B A L A N C E S H E E T D ATA :
Cash and equivalents(2)
Working capital(2)
Property, plant and equipment—net
Total assets(2)
Long-term debt
Deferred income tax liability
Shareholders’ equity(2)
Dividends paid on common stock(2)

1.01
1.01
14.57
2.55

.95
.95
14.68
—

.88
.88
13.92
2.30

.71
.71
11.60
1.35

.54
.54
10.47
—

$ 18,267
67,504
57,307
208,642
50,000
14,327
70,316
118,139

$ 35,626
69,818
56,729
222,988
—
14,214
121,636

$ 7,372
30,930
55,337
182,810
—
14,548
80,336
— 106,314

$ 68,566
92,898
53,401
240,359
—
15,597
141,572
62,295

$ 84,140
117,840
56,141
265,682
—
16,517
170,012
—

(1) Basic earnings per common share is computed by dividing earnings available to common shareholders by the weighted average

number of common shares outstanding. Diluted earnings per common share includes the dilutive effect of stock options.

(2) The Company paid special cash dividends on Common Stock of $118.1 million ($2.55 per share) on December 27, 2012, $106.3

million ($2.30 per share) on February 14, 2011 and $62.3 million ($1.35 per share) on January 22, 2010.

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annual report 2013

Management’s Discussion and analysis of
Financial Condition and results of operations

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O V E R V I E W

National Beverage Corp. is an acknowledged leader
in the development, manufacturing, marketing and
sale of a diverse portfolio of flavored beverage
products. Our primary market focus is the United
States, but our products are also distributed in
Canada, Mexico, the Caribbean, Latin America, the
Pacific Rim, Asia, Europe and the Middle East. A
holding company for various operating subsidiaries,
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.
Our brands consist of (i) carbonated soft drinks
in a variety of flavors as well as regular, diet and
reduced-calorie options, and (ii) beverages geared
toward the active and health-conscious consumer
(“Power+ Brands”), including energy drinks and
shots, juices, sparkling waters and enhanced
beverages. In addition, we produce soft drinks for
certain retailers (“Allied Brands”) that endorse the
concept (“Strategic Alliance”) of having our brands
and the Allied Brands marketed to produce the
effect of enhanced growth of both. We employ a
philosophy that emphasizes vertical integration; our
vertically-integrated manufacturing model unites the
procurement of raw materials and production of
concentrates with the manufacture 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
have developed a hybrid distribution system that
promotes and utilizes customers’ 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.
Our carbonated soft drink flavor development spans
over 100 years originating with our flagship brands,
Shasta® and Faygo®, and includes our Ritz® and Big
Shot® brands along with St. Nick’s® holiday soft
drinks. Our portfolio of products we refer to as
Power+ Brands are targeted to consumers seeking
healthier and functional alternatives to complement
their active lifestyles, and include LaCroix®, Crystal
Bay® and Clear Fruit® flavored, sparkling and spring
water products; Rip It® energy drinks and shots;
Mega Sport® isotonic sports drinks; Everfresh®,
Home Juice® and Mr. Pure® 100% juice and juice-
based products and Ohana® fruit-flavored non-
carbonated fruit drinks, lemonades and teas.

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, (iv) responding to demographic trends
by developing innovative products designed to
expand distribution in higher-margin channels, and
(v) expanding our focus on healthier and functional
beverages tailored toward healthy, active lifestyles.

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.

Management’s Discussion and analysis of
Financial Condition and results of operations (continued)

R E S U LT S O F O P E R AT I O N S

Net Sales Net sales for the fiscal year ended
April 27, 2013 (“Fiscal 2013”) increased 5.3% to
$662.0 million as compared to $628.9 million for the
fiscal year ended April 28, 2012 (“Fiscal 2012”). This
sales improvement is due to case volume growth of
our Power+ Brands of 5.4% and growth of carbonated
soft drinks, which includes Allied Brands, of 6.4%.
Average net selling price per case decreased .8%
primarily due to changes in product mix.

Net sales for the fiscal year ended April 28,
2012 increased 4.8% to $628.9 million as compared
to $600.2 million for the fiscal year ended April 30,
2011 (“Fiscal 2011”). This sales improvement is due
to case volume growth of 9.9% for our Power+
Brands and 1.4% for carbonated soft drinks. In
addition, our unit pricing increased 1.3% due to
price increases implemented to offset higher raw
material costs.

Gross Profit Gross profit was 32.8% of net sales
for Fiscal 2013, which represents a 1.1% margin
decline compared to Fiscal 2012. The gross margin
decline is primarily due to product mix changes.
Cost of sales increased .8% on a per case basis.

Gross profit was 33.9% of net sales for Fiscal
2012, which represents a 2.5% margin decline
compared to Fiscal 2011. During Fiscal 2011, we
benefited from sales of certain high margin products
to overseas locations. These sales were impacted
during Fiscal 2012 and, accordingly, gross margins
returned to more normalized levels. The gross
margin decline is also due to higher raw material
costs and changes in product mix. Cost of sales
increased 5.3% on a per case basis.

Shipping and handling costs are included in
selling, general and administrative expenses, the
classification of which is consistent with many

beverage companies. However, our gross margin
may not be comparable to companies that include
shipping and handling costs in cost of sales. See
Note 1 of Notes to Consolidated Financial Statements.

Selling, General and Administrative Expenses
Selling, general and administrative expenses were
$146.2 million or 22.1% of net sales for Fiscal 2013
compared to $146.2 million or 23.2% of net sales
for Fiscal 2012. Fiscal 2013 expenses reflect
higher shipping and handling costs due to increased
case volume, offset by reduced marketing and
administrative expenses.

Selling, general and administrative expenses
were $146.2 million or 23.2% of net sales for Fiscal
2012 compared to $155.9 million or 26.0% of net
sales for Fiscal 2011. The decline in expenses is
due to a decrease in marketing and administrative
expenses.

Interest
Interest Expense and Other Expense—Net
expense is comprised of interest on borrowings and
fees related to maintaining lines of credit. The
Company paid a special cash dividend of $118.1
million ($2.55 per common share) on December 27,
2012 from available cash and borrowings under our
credit facilities. Accordingly, interest expense
increased to $403,000 in Fiscal 2013 from $107,000
in Fiscal 2012 and $99,000 in Fiscal 2011. Other
expense is net of interest income of $37,000 for
Fiscal 2013, $69,000 for Fiscal 2012 and $140,000
for Fiscal 2011. The decline in interest income for
Fiscal 2013 and Fiscal 2012 is due to lower average
invested balances and investment yields.

Income Ta xes Our ef fective ta x rate was
approximately 33.4% for Fiscal 2013, 34.2% for Fiscal
2012 and 34.9% for Fiscal 2011. The difference
between the effective rate and the federal statutory

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rate of 35% was primarily due to the effects of state
income taxes and the manufacturing deduction.
See Note 8 of Notes to Consolidated Financial
Statements.

L I Q U I D I T Y A N D F I N A N C I A L C O N D I T I O N

Liquidity and Capital Resources Our principal source
of funds is cash generated from operations and
borrowings available under our credit facilities. At
April 27, 2013, we maintained $100 million unsecured
revolving credit facilities, of which $50 million of
borrowings were outstanding and $2.3 million was
used 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. See Note 4 of Notes to Consolidated
Financial Statements.

We continually evaluate capital projects to
expand our production capacity, enhance packaging
capabilities or improve ef ficiencies at our
manufacturing facilities. Expenditures for property,
plant and equipment amounted to $9.7 million for
Fiscal 2013. There were no material capital
expenditure commitments at April 27, 2013.

On January 25, 2013, the Company sold
400,000 shares of Special Series D Preferred Stock,
par value $1 per share for an aggregate purchase
price of $20 million. See Note 5 of Notes to
Consolidated Financial Statements.

The Company paid special cash dividends on
common stock of $118.1 million ($2.55 per share)
on December 27, 2012, $106.3 million ($2.30 per
share) on February 14, 2011 and $62.3 million
($1.35 per share) on January 22, 2010.

Pursuant to a management agreement, we
incurred a fee to Corporate Management Advisors,
Inc. (“CMA”) of approximately $6.6 million for Fiscal
2013, $6.3 million for Fiscal 2012 and $6.0 million
for Fiscal 2011. At April 27, 2013, management fees

payable to CMA were $3.1 million. See Note 5 of
Notes to Consolidated Financial Statements.

Cash Flows Cash flow was significantly impacted
during Fiscal 2013 and Fiscal 2011 by the payment
of two special cash dividends aggregating $224.5
million.

During Fiscal 2013, $40.3 million was provided
by operating activities, which was offset by $9.6
million used in investing activities and $48.0 million
used in financing activities. Cash provided by
operating activities increased $2.6 million primarily
due to increased earnings. Cash used in financing
activities increased $48.4 million due to the special
dividend payment of $118.1 million in Fiscal 2013,
partially offset by $19.7 million in proceeds from the
issuance of Special Series D Preferred Stock and
$50.0 million in net borrowings under credit facilities.
During Fiscal 2012, $37.7 million was provided
by operating activities, which was offset by $9.9
million used in investing activities. Cash provided by
operating activities decreased $17.6 million primarily
due to increases in trade receivables and inventories
as well as a decline in accrued liabilities. Cash used
in investing activities decreased $1.5 million due to
lower capital expenditures.

Financial Position During Fiscal 2013, our working
capital decreased $2.3 million to $67.5 million due
to a decline in cash resulting from the payment
of the special cash dividend. Trade receivables
increased $2.5 million, which represents an increase
in days sales outstanding from approximately 33.9
days to 34.7 days, and inventories decreased $1.6
million, which represents an improvement in annual
inventory turns from 11.0 to 11.2 times. Accounts
payable decreased $10.6 million due to the timing
of payments to vendors at the end of the year. At
April 27, 2013, the current ratio was 2.1 to 1, as
compared to 1.9 to 1 at April 28, 2012.

Management’s Discussion and analysis of
Financial Condition and results of operations (continued)

During Fiscal 2012, our working capital increased
$38.9 million to $69.8 million due to cash provided
by operating activities. Trade receivables increased
$5.7 million, which represents an increase in days
sales outstanding from approximately 33.4 days to
33.9 days, and inventories increased $7.5 million,
which represents a reduction in annual inventory
turns from 11.7 to 11 times. These increases are
primarily due to the commencement of a new

Strategic Alliance agreement in the latter part of
Fiscal 2012. The increase in inventory is also due to
higher raw material costs and quantity increases
related to anticipated sales growth. Prepaid and
other assets decreased $4.0 million due to a decline
in the fair value of derivative assets. See Note 6 of
Notes to Consolidated Financial Statements. At
April 28, 2012, the current ratio was 1.9 to 1, as
compared to 1.4 to 1 at April 30, 2011.

C O N T R A C T U A L O B L I G AT I O N S

Contractual obligations at April 27, 2013 are payable as follows:

(In thousands)

Long-term debt
Operating leases
Purchase commitments

Total

Less
Than
1 Year

1 to 3
Years

3 to 5
Years

More
Than 5
Years

Total

$ 50,000
20,435
54,128

$ — $ 50,000
6,439
6,005

4,742
48,123

$ — $ —
4,257
—

4,997
—

$ 124,563

$ 52,865

$ 62,444

$ 4,997

$ 4,257

As of April 27, 2013, we guaranteed the residual
value of certain leased equipment in the amount of
$5.9 million. If the proceeds from the sale of such
equipment are less than the balance required by the
lease when the lease terminates July 31, 2013, the
Company shall be required to pay the difference up
to such guaranteed amount. The Company expects
to have no loss on such guarantee.

We contribute to certain pension plans under
collective bargaining agreements and to a
discretionary profit sharing plan. Total contributions
were $2.6 million for Fiscal 2013, $2.5 million for
Fiscal 2012 and $2.5 million for Fiscal 2011. See Note
10 of Notes to Consolidated Financial Statements.

We maintain self-insured and deductible
programs for certain liability, medical and workers’
compensation exposures. Other long-term liabilities
include known claims and estimated incurred but not
reported claims not otherwise covered by insurance,
based on actuarial assumptions and historical
claims experience. Since the timing and amount of
claim payments vary significantly, we are not able to
reasonably estimate future payments for the specific
periods indicated in the table above. Standby letters
of credit aggregating $2.3 million have been issued
in connection with our self-insurance programs.
These standby letters of credit expire through June
2014 and are expected to be renewed.

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O F F - B A L A N C E S H E E T A R R A N G E M E N T S

We do not have any off-balance sheet arrangements
that have, or are reasonably likely to have, a current
or future material effect on our financial condition.

C R I T I C A L A C C O U N T I N G P O L I C I E S

The preparation of financial statements in conformity
with generally accepted accounting principles
requires management to make estimates and
assumptions that affect the amounts reported in
the financial statements and accompanying
notes. Although these estimates are based on
management’s knowledge of current events and
actions it may undertake in the future, they may
ultimately differ from actual results. We believe that
the critical accounting policies described in the
following paragraphs comprise the most significant
estimates and assumptions used in the preparation
of our consolidated financial statements. For these
policies, we caution that future events rarely develop
exactly as estimated and the best estimates routinely
require adjustment.

Credit Risk We sell products to a variety of
customers and extend credit based on an evaluation
of each customer’s financial condition, generally
without requiring collateral. Exposure to credit
losses varies by customer principally due to the
financial condition of each customer. We monitor
our exposure to credit losses and maintain
allowances for anticipated losses based on specific
customer circumstances, credit conditions and
historical write-offs.

Impairment of Long-Lived Assets All long-lived
assets, excluding goodwill and intangible assets not
subject to amortization, are evaluated for impairment
on the basis of undiscounted cash flows whenever
events or changes in circumstances indicate that

the carrying amount of an asset may not be
recoverable. An impaired asset is written down to its
estimated fair market value based on the best
information available. Estimated fair market value is
generally measured by discounting future cash
flows. Goodwill and intangible assets not subject to
amortization are evaluated for impairment annually
or sooner if we believe such assets may be impaired.
An impairment loss is recognized if the carrying
amount or, for goodwill, the carrying amount of its
reporting unit, is greater than its fair value.

Income Taxes Our effective income tax rate is
based on estimates of taxes which will ultimately be
payable. Deferred taxes are recorded to give
recognition to temporary differences between the
tax bases of assets or liabilities and their reported
amounts in the financial statements. Valuation
allowances are established to reduce the carrying
amounts of deferred tax assets when it is deemed,
more likely than not, that the benefit of deferred tax
assets will not be realized.

Insurance Programs We maintain self-insured and
deductible programs for certain liability, medical and
workers’ compensation exposures. Accordingly, we
accrue for known claims and estimated incurred but
not reported claims not otherwise covered by
insurance based on actuarial assumptions and
historical claims experience.

Management’s Discussion and analysis of
Financial Condition and results of operations (continued)

related to performance and sales volume estimates
that are made based on historical experience and
other factors. Sales incentives are accounted for as
a reduction of sales and actual amounts ultimately
realized may vary from accrued amounts.

F O R WA R D - L O O K I N G S TAT E M E N T S

National Beverage and its representatives may
make written or oral statements relating to future
events or results relative to our financial, operational
and business performance, achievements, objectives
and strategies. These statements are “forward-
looking” within the meaning of the Private Securities
Litigation Reform Act of 1995 and include statements
contained in this report, filings with the Securities
and Exchange Commission and other reports or
communications to our stockholders. Certain
statements including, without limitation, statements
containing the words “believes,” “anticipates,”
“intends,” “plans,” “expects,” and “estimates”
constitute “forward-looking statements” and involve
known and unknown risk, uncertainties and other
factors that may cause the actual results,
performance or achievements of our 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 and packaging supplies, ability to 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 in creating products geared toward
consumers’ tastes, success in implementing
business strategies, changes in business strategy
or development plans, government regulations,
taxes or fees imposed on the sale of our products,
unseasonably cold or wet weather conditions and
other factors referenced in this report, filings with
the Securities and Exchange Commission and other
reports or communications to our stockholders. 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.

Q U A N T I TAT I V E A N D Q U A L I TAT I V E

D I S C L O S U R E S A B O U T M A R K E T R I S K

Commodities We purchase various raw materials,
including aluminum cans, plastic bottles, high
fructose corn syrup, corrugated packaging and juice
concentrates, the prices of which fluctuate based
on commodity market conditions. Our ability to
recover increased costs through higher pricing may
be limited by the competitive environment in which we
operate. At times, we manage our exposure to this
risk through the use of supplier pricing agreements
that enable us to establish the purchase prices for
certain commodities. Additionally, we use derivative
financial instruments to partially mitigate our exposure
to changes in certain raw material costs.

Interest Rates At April 27, 2013, the Company had
$50 million in borrowings outstanding under its
credit facilities with a weighted average interest rate
of 1.1%. Interest rate hedging products are not
currently used to mitigate risk from interest
fluctuations. If the interest rate on our debt changed
by 100 basis points (1%), our interest expense for
Fiscal 2013 would have changed by approximately
$200,000.

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Consolidated Balance Sheets

Future
b
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(In thousands, except share data)

A S S E T S
Current assets:
Cash and equivalents
Trade receivables—net

Inventories

Deferred income taxes—net
Prepaid and other assets

Total current assets
Property, plant and equipment—net
Goodwill
Intangible assets
Other assets

Total assets

LI A B I L I T I E S A N D S H A R E H O L D E R S ’ E Q U I T Y
Current liabilities:
Accounts payable
Accrued liabilities

Income taxes payable

Total current liabilities
Long-term debt
Deferred income taxes—net
Other liabilities
Shareholders’ equity:
Preferred stock, $1 par value—1,000,000 shares authorized

Series C—150,000 shares issued
Series D—400,000 shares issued (2013), aggregate liquidation

preference of $20,000

Common stock, $.01 par value—75,000,000 shares authorized;
50,361,799 shares (2013) and 50,321,559 shares (2012) issued

Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Treasury stock—at cost:

Series C preferred stock—150,000 shares
Common stock—4,032,784 shares

Total shareholders’ equity

Total liabilities and shareholders’ equity

See accompanying Notes to Consolidated Financial Statements.

April 27,
2013

April 28,
2012

$ 18,267
64,069
39,234
3,665
5,706

130,941
57,307
13,145
1,615
5,634

$ 35,626
61,591
40,862
3,550
4,425

146,054
56,729
13,145
1,615
5,445

$ 208,642

$ 222,988

$ 44,261
19,142
34

$ 54,875
21,279
82

63,437
50,000
14,327
10,562

150

400

504
50,398
37,828
(964)

76,236
—
14,214
10,902

150

—

503
30,425
109,200
(642)

(5,100)
(12,900)

70,316

121,636

$ 208,642

$ 222,988

Consolidated Statements of income

(In thousands, except per share amounts)

Net sales
Cost of sales

Gross profit
Selling, general and administrative expenses
Interest expense
Other expense—net

Income before income taxes
Provision for income taxes

Net income
Less preferred dividends

Fiscal Year Ended

April 27,
2013

$ 662,007
444,757

217,250
146,223
403
173

70,451
23,531

46,920
(153)

April 28,
2012

$ 628,886
415,629

213,257
146,169
107
85

66,896
22,903

43,993
—

April 30,
2011

$ 600,193
381,539

218,654
155,885
99
20

62,650
21,896

40,754
—

Earnings available to common shareholders

$ 46,767

$ 43,993

$ 40,754

Earnings per common share:
Basic
Diluted

Weighted average common shares outstanding:
Basic
Diluted

See accompanying Notes to Consolidated Financial Statements.

$
$

1.01
1.01

$
$

.95
.95

$
$

.88
.88

46,310
46,482

46,267
46,448

46,188
46,373

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Consolidated Statements of
Comprehensive income

Future
b
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(In thousands)

Net income
Other comprehensive (loss) income, net of tax:
Cash flow hedges
Other

Total

Comprehensive income

See accompanying Notes to Consolidated Financial Statements.

Fiscal Year Ended

April 27,
2013

April 28,
2012

April 30,
2011

$ 46,920

$ 43,993

$ 40,754

(295)
(27)

(322)

(3,063)
(330)

(3,393)

2,748
—

2,748

$ 46,598

$ 40,600

$ 43,502

Consolidated Statements of Shareholders’ equity

(In thousands)

Amount

Fiscal Year Ended

April 27, 2013

April 28, 2012

April 30, 2011

S E R I E S C P R E F E R R E D S T O C K
Beginning and end of year

S E R I E S D P R E F E R R E D S T O C K
Beginning of year
Series D preferred stock issued

End of year

C O M M O N S T O C K
Beginning of year
Stock options exercised

End of year

AD D I T I O N A L PA I D - I N C A P I TA L
Beginning of year
Series D preferred stock issued
Stock options exercised
Stock-based compensation
Stock-based tax benefits

End of year

RE TA I N E D E A R N I N G S
Beginning of year
Net income
Common stock cash dividends
Preferred stock cash dividends

End of year

A C C U M U L AT E D O T H E R
C OMPREHEN SI V E (LO S S ) INC OME
Beginning of year
Cash flow hedges
Other

End of year

T R E A S U R Y S T O C K—S E R I E S C
P R E F E R R E D
Beginning and end of year

T R E A S U R Y S T O C K— C O M M O N
Beginning and end of year

150

—
400

400

50,322
40

50,362

—
400

400

503
1

504

—
—

—

50,262
60

50,322

—
—

—

—
—

—

503
—

503

50,189
73

50,262

30,425
19,304
238
230
201

50,398

109,200
46,920
(118,139)
(153)

37,828

(642)
(295)
(27)

(964)

29,725
—
115
290
295

30,425

65,207
43,993
—
—

109,200

2,751
(3,063)
(330)

(642)

—
—

—

502
1

503

28,150
—
208
446
921

29,725

130,767
40,754
(106,314)
—

65,207

3
2,748
—

2,751

150

(5,100)

150

(5,100)

150

(5,100)

4,033

(12,900)

4,033

(12,900)

4,033

(12,900)

T O TA L S H A R E H O L D E R S ’ E Q U I T Y

$ 70,316

$ 121,636

$ 80,336

See accompanying Notes to Consolidated Financial Statements.

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Consolidated Statements of Cash Flows

Future
b
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(In thousands)

O P E R AT I N G A C T I V I T I E S :
Net income
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:

Depreciation and amortization
Deferred income tax provision (benefit)
Loss on disposal of property, net
Stock-based compensation
Changes in assets and liabilities:

Trade receivables

Inventories

Prepaid and other assets
Accounts payable
Accrued and other liabilities

Fiscal Year Ended

April 27,
2013

April 28,
2012

April 30,
2011

$ 46,920

$ 43,993

$ 40,754

11,002
172
63
230

(2,478)
1,628
(2,466)
(10,614)
(4,193)

10,651
(477)
7
290

(5,679)
(7,509)
(2,239)
5,618
(6,959)

11,356
(694)
82
446

(2,078)
1,319
(1,215)
829
4,503

Net cash provided by operating activities

40,264

37,696

55,302

I N V E S T I N G A C T I V I T I E S :
Additions to property, plant and equipment
Proceeds from sale of property, plant and equipment

Net cash used in investing activities

F I N A N C I N G A C T I V I T I E S :
Dividends paid on common stock
Dividends paid on preferred stock
Borrowings under credit facilities, net
Proceeds from issuance of preferred stock, net
Proceeds from stock options exercised
Stock-based tax benefits

Net cash (used in) provided by financing activities

N E T ( D E C R E A S E ) I N C R E A S E I N C A S H A N D E Q U I VA L E N T S

C A S H A N D E Q U I VA L E N T S — BE G I N N I N G O F Y E A R

(9,693)
77

(9,616)

(9,905)
53

(9,852)

(118,139)
(12)
50,000
19,704
239
201

(48,007)

(17,359)
35,626

—
—
—
—
115
295

410

28,254
7,372

(11,389)
77

(11,312)

(106,314)
—
—
—
209
921

(105,184)

(61,194)
68,566

C A S H A N D E Q U I VA L E N T S — E N D O F Y E A R

$ 18,267

$ 35,626

7,372

O T H E R C A S H F L O W I N F O R M AT I O N :
Interest paid
Income taxes paid

See accompanying Notes to Consolidated Financial Statements.

341
24,327

95
23,127

101
20,816

Notes to Consolidated Financial Statements

National Beverage Corp. develops, manufactures,
markets and sells a diverse portfolio of flavored
beverage products 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. S I G N I F I C A N T A C C O U N T I N G P O L I C I E S

Basis of Presentation 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. The
consolidated financial statements include the
accounts of National Beverage Corp. and all
subsidiaries. All significant intercompany transactions
and accounts have been eliminated. Our fiscal year
ends the Saturday closest to April 30 and, as a
result, an additional week is added every five or six
years. Fiscal 2013, Fiscal 2012 and Fiscal 2011
consisted of 52 weeks.

Cash and Equivalents Cash and equivalents are
comprised of cash and highly liquid securities
(consisting primarily of short-term money-market
investments) with an original maturity of three
months or less.

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.

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, which amounted
to 172,000 shares in Fiscal 2013, 181,000 shares in
Fiscal 2012 and 185,000 shares in Fiscal 2011.
Options to purchase 291,000 shares in Fiscal 2011
were not included in the calculation of diluted
earnings per common share because these options
were anti-dilutive.

Fair Value The fair values of our cash and cash
equivalents, trade receivables and accounts payable
approximate their carrying amounts due to their
short-term nature. The fair value of our long-term
debt approximates its carrying value due to its
variable interest rate and lack of prepayment penalty.
The estimated fair values of our derivative financial
instruments are calculated based on market rates to
settle the instruments. These values represent the
estimated amounts we would receive upon sale,
taking into consideration current market prices and
credit worthiness. See Note 6.

Derivative Financial Instruments We use derivative
financial instruments to partially mitigate our
exposure to changes in certain raw material costs.
All derivative financial instruments are recorded at
fair value in our Consolidated Balance Sheets. We
do not use derivative financial instruments for

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recoverable. An impaired asset is written down to its
estimated fair market value based on the best
information available. Estimated fair market value is
generally measured by discounting future cash
flows. Goodwill and intangible assets not subject to
amortization are evaluated for impairment annually
or sooner if we believe such assets may be impaired.
An impairment loss is recognized if the carrying
amount or, for goodwill, the carrying amount of its
reporting unit, is greater than its fair value.

Income Taxes Our effective income tax rate is
based on estimates of taxes which will ultimately
be payable. Deferred taxes are recorded to give
recognition to temporary differences between the
tax bases of assets or liabilities and their reported
amounts in the financial statements. Valuation
allowances are established to reduce the carrying
amounts of deferred tax assets when it is deemed,
more likely than not, that the benefit of deferred tax
assets will not be realized.

Intangible assets as of April 27,
Intangible Assets
2013 and April 28, 2012 consisted of non-amortizable
trademarks.

Inventories are stated at the lower of
Inventories
first-in, first-out cost or market. Inventories at April
27, 2013 were comprised of finished goods of $23.2
million and raw materials of $16.0 million. Inventories

at April 28, 2012 were comprised of finished goods
of $24.4 million and raw materials of $16.5 million.

Marketing Costs We are involved in a variety of
marketing programs, including cooperative advertising
programs with customers, to advertise and promote
our products to consumers. Marketing costs are
expensed when incurred, except for prepaid
advertising and production costs which are
expensed when the advertising takes place.
Marketing costs, which are included in selling,
general and administrative expenses, totaled $44.6
million in Fiscal 2013, $45.8 million in Fiscal 2012
and $52.9 million in Fiscal 2011.

Property, Plant and Equipment Property, plant and
equipment are recorded at cost. Additions,
replacements and betterments are capitalized, while
maintenance and repairs that do not extend the
useful life of an asset are expensed as incurred.
Depreciation is recorded using the straight-line
method over estimated useful lives of 7 to 30 years
for buildings and improvements, and 3 to 15 years for
machinery and equipment. Leasehold improvements
are amortized using the straight-line method over
the shorter of the remaining lease term or the
estimated useful life of the improvement. When
assets are retired or otherwise disposed, the cost
and accumulated depreciation are removed from
the respective accounts and any related gain or loss
is recognized.

Revenue Recognition Revenue from product sales
is recognized when title and risk of loss pass to the
customer, which generally occurs upon delivery.
Our policy is not to allow the return of products
once they have been accepted by the customer.

Notes to Consolidated Financial Statements (continued)

However, on occasion, we have accepted returns or
issued credit to customers, primarily for damaged
goods. The amounts have been immaterial and,
accordingly, we do not provide a specific valuation
allowance for sales returns.

Sales Incentives We offer various sales incentive
arrangements to our customers that require customer
performance or achievement of certain sales volume
targets. In those circumstances when the incentive
is paid in advance, we amortize the amount paid
over the period of benefit or contractual sales volume.
When the incentive is paid in arrears, we accrue the
expected amount to be paid over the period of
benefit or expected sales volume. The recognition
of these incentives involves the use of judgment
related to performance and sales volume estimates
that are made based on historical experience and
other factors. Sales incentives are accounted for as
a reduction of sales and actual amounts ultimately
realized may vary from accrued amounts.

Segment Reporting We operate as a single
operating segment for purposes of presenting
financial information and evaluating performance.
As such, the accompanying consolidated financial
statements present financial information in a format
that is consistent with the internal financial information
used by management. We do not accumulate
revenues by product classification and, therefore, it
is impractical to present such information.

Shipping and Handling Costs Shipping and handling
costs are reported in selling, general and administrative
expenses in the accompanying statements of
income. Such costs aggregated $44.2 million in
Fiscal 2013, $41.8 million in Fiscal 2012 and $41.3
million in Fiscal 2011. Although our classification is

consistent with many beverage companies, our gross
margin may not be comparable to companies that
include shipping and handling costs in cost of sales.

Stock-Based Compensation Compensation expense
for stock-based compensation awards is recognized
over the vesting period based on the grant-date fair
value estimated using the Black-Scholes model.
See Note 9.

Trade Receivables We record trade receivables at
net realizable value, which includes an appropriate
allowance for doubtful accounts. We extend credit
based on an evaluation of each customer’s financial
condition, generally without requiring collateral.
Exposure to credit losses varies by customer
principally due to the financial condition of each
customer. We monitor our exposure to credit losses
and maintain allowances for anticipated losses
based on specific customer circumstances, credit
conditions and historical write-offs. Activity in the
allowance for doubtful accounts was as follows:

(In thousands)

Balance at beginning of year
Net charge to expense
Net charge-off

Fiscal Fiscal
2012
2013

$399
96
(41)

$452
4
(57)

Fiscal
2011

$509
67
(124)

Balance at end of year

$454

$399

$452

As of April 27, 2013 and April 28, 2012, we did
not have any customer that comprised more than
10% of trade receivables. No one customer accounted
for more than 10% of net sales during any of the last
three fiscal years.

Use of Estimates The preparation of financial
statements in conformity with generally accepted

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accounting principles requires management to
make estimates and assumptions that affect the
amounts reported in the financial statements and
accompanying notes. Although these estimates are
based on management’s knowledge of current
events and anticipated future actions, actual results
may vary from reported amounts.

2 . P R O P E R T Y, P L A N T A N D E Q U I P M E N T

Property, plant and equipment as of April 27, 2013
and April 28, 2012 consisted of the following:

(In thousands)

2013

2012

Land
Buildings and improvements
Machinery and equipment

9,779
49,391
141,314

$ 9,779
48,363
136,019

Total
Less accumulated depreciation

200,484
(143,177)

194,161
(137,432)

Property, plant and
equipment—net

$ 57,307

$ 56,729

Depreciation expense was $9.0 million for Fiscal
2013, $8.5 million for Fiscal 2012 and $9.3 million
for Fiscal 2011.

3 . A C C R U E D L I A B I L I T I E S

Accrued liabilities as of April 27, 2013 and April 28,
2012 consisted of the following:

(In thousands)

Accrued compensation
Accrued promotions
Accrued insurance
Other

Total

2013

2012

$ 8,051
3,912
1,451
5,728

$ 9,252
5,450
1,621
4,956

$ 19,142

$ 21,279

4 . D E B T

At April 27, 2013, a subsidiary of the Company
maintained unsecured revolving credit facilities
with banks aggregating $100 million (the “Credit
Facilities” ). The Credit Facilities expire from
November 22, 2015 to April 30, 2016 and current
borrowings bear interest at .9% above one-month
LIBOR (1.1% at April 27, 2013). At April 27, 2013,
borrowings outstanding under the Credit Facilities
were $50 million, $2.3 million of the Credit Facilities
were used for standby letters of credit and $47.7
million were 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
Credit Facilities), and contain other restrictions,
none of which are expected to have a material effect
on our operations or financial position. At April 27,
2013, we were in compliance with all loan covenants.

5 . C A P I TA L S T O C K A N D T R A N S A C T I O N S W I T H

R E L AT E D PA R T I E S

Notes to Consolidated Financial Statements (continued)

points above the 3-Month LIBOR. Dividends are
cumulative and payable quarterly. Unpaid dividends
at April 27, 2013 were $141,000. The Series D
Preferred is nonvoting and is redeemable at the
option of the Company beginning May 1, 2014 at
$50 per share. The net proceeds of $19.7 million
were used to repay borrowings under the Credit
Facilities. In addition, the Company has 150,000
shares of Series C Preferred Stock, par value $1 per
share, which are held as treasury stock and,
therefore, such shares have no liquidation value.

In April 2012, the Board of Directors authorized
an increase in the Company’s Stock Buyback
Program from 800,000 to 1.6 million shares of
common stock. As of April 27, 2013, 502,060 shares
were purchased under the program and 1,097,940
shares were available for purchase. There were no
shares purchased during the last three fiscal years.

The Company is a party to a management
agreement with Corporate Management Advisors,
Inc. (“CMA”), a corporation owned by our Chairman
and Chief Executive Officer. This agreement was
originated in 1991 for the efficient use of management
of two public companies at the time. In 1994, one of
those public entities, through a merger, no longer
was managed in this manner. Under the terms of the
agreement, CMA provides, subject to the direction
and supervision of the Board of Directors of the
Company, (i) senior corporate functions (including
supervision of the Company’s financial, legal,
executive recruitment, internal audit and management
information systems departments) as well as the
services of a Chief Executive Officer and Chief
Financial Officer, and (ii) services in connection
with acquisitions, dispositions and financings by

the Company, including identifying and profiling
acquisition candidates, negotiating and structuring
potential transactions and arranging financing for
any such transaction. CMA, through its personnel,
also provides, to the extent possible, the stimulus
and creativity to develop an innovative and dynamic
persona for the Company, its products and corporate
image. In order to fulfill its obligations under the
management agreement, CMA employs numerous
individuals, whom, acting as a unit, provide
management, administrative and creative functions
for the Company. The management agreement
provides that the Company will pay CMA an annual
base fee equal to one percent of the consolidated
net sales of the Company, and further provides that
the Compensation and Stock Option Committee
and the Board of Directors may from time to time
award additional incentive compensation to CMA.
The Board of Directors on numerous occasions
contemplated incentive compensation and, while
shareholder value has increased over 2000% since
the inception of this agreement, no incentive
compensation has been paid. We incurred
management fees to CMA of $6.6 million for Fiscal
2013, $6.3 million for Fiscal 2012 and $6.0 million
for Fiscal 2011. Included in accounts payable were
amounts due CMA of $3.1 million at April 27, 2013
and $3.0 million at April 28, 2012.

6 . D E R I VAT I V E F I N A N C I A L I N S T R U M E N T S

We have entered into various aluminum swap
contracts to partially mitigate our exposure to
changes in the cost of aluminum cans through April
2014. The financial instruments were designated and
accounted for as a cash flow hedge. Accordingly,

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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 the cash flow hedge for Fiscal
2013, Fiscal 2012 and Fiscal 2011:

(In thousands)

Recognized in AOCI—
(Loss) gain before
income taxes

Less income tax

Fiscal
2013

Fiscal
2012

Fiscal
2011

$ (2,521) $(4,484)

$3,650

(benefit) provision

(935)

(1,642)

1,299

Net

(1,586)

(2,842)

2,351

As of April 27, 2013 and April 28, 2012, the fair
value of the derivative liability was $964,000 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 as defined by the fair value hierarchy as they
are observable market based inputs or unobservable
inputs that are corroborated by market data.

7. O T H E R E X P E N S E

Other expense (income) consisted of the following:

(In thousands)

Interest income
Loss on disposal of
property, net
Other

Total

Fiscal
2013

Fiscal
2012

Fiscal
2011

$ (37)

$(69)

$(140)

63
147

7
147

82
78

$173

$ 85

$ 20

(2,060)

290

(617)

8 . I N C O M E TA X E S

Reclassified from AOCI
to cost of sales—
(Loss) gain before
income taxes

Less income tax

(benefit) provision

Net

(769)

(1,291)

221

(220)

(397)

Net change to AOCI

(295) $(3,063)

$2,748

As of April 27, 2013, the notional amount of our
outstanding aluminum swap contracts was $21.0
million and, assuming no change in the commodity
prices, $964,000 of unrealized net loss (before tax)
will be reclassified from AOCI and recognized in
earnings over the next twelve months. See Note 1.

The provision (benefit) for income taxes consisted of
the following:

(In thousands)

Current
Deferred

Total

Fiscal
2013

Fiscal
2012

Fiscal
2011

$23,359
172

$23,380
(477)

$22,590
(694)

$23,531

$22,903

$21,896

Deferred taxes are recorded to give recognition
to temporary differences between the tax bases of
assets or liabilities and their reported amounts in the

Notes to Consolidated Financial Statements (continued)

financial statements. Valuation allowances are
established to reduce the carrying amounts of
deferred tax assets when it is deemed, more likely
than not, that the benefit of deferred tax assets will
not be realized. Deferred tax assets and liabilities as
of April 27, 2013 and April 28, 2012 consisted of the
following:

(In thousands)

2013

2012

Deferred tax assets:
Accrued expenses and other

Inventory and amortizable assets

$ 5,241
355

$ 5,173
450

Total deferred tax assets

5,596

5,623

Deferred tax liabilities:
Property

Intangibles and other

16,159
99

16,186
101

Total deferred tax liabilities

16,258

16,287

Net deferred tax liabilities

$ 10,662

$ 10,664

Current deferred tax assets—net

$ 3,665

$ 3,550

Noncurrent deferred tax

liabilities—net

$ 14,327

$ 14,214

The reconciliation of the statutory federal income

tax rate to our effective tax rate is as follows:

Fiscal
2013

Fiscal
2012

Fiscal
2011

Statutory federal income

tax rate

35.0% 35.0% 35.0%

State income taxes,
net of federal benefit
Manufacturing deduction
benefit
Other differences

1.6

2.7

2.4

(3.1)
(.1)

(3.1)
(.4)

(3.0)
.5

Effective income tax rate

33.4% 34.2% 34.9%

As of April 27, 2013, the gross amount of
unrecognized tax benefits was $4.3 million, of which
$126,000 was recognized as tax benefit in Fiscal
2013. If we were to prevail on all uncertain tax
positions, the net effect would be to reduce our
tax expense by approximately $3.5 million. A
reconciliation of the changes in the gross amount of
unrecognized tax benefits, which amounts are
included in other liabilities in the accompanying
consolidated balance sheets, is as follows:

(In thousands)

Beginning balance
Increases due to current
period tax positions
Decreases due to lapse
of statute of limitations

Fiscal
2013

Fiscal
2012

Fiscal
2011

$4,548

$4,687

$3,997

415

408

857

(614)

(547)

(167)

Ending balance

$4,349

$4,548

$4,687

We recognize accrued interest and penalties
related to unrecognized tax benefits in income tax
expense. As of April 27, 2013, unrecognized tax
benefits included accrued interest of $514,000, of
which approximately $26,000 was recognized as a
tax benefit in Fiscal 2013.

We file annual income tax returns in the United
States and in various state and local jurisdictions. A
number of years may elapse before an uncertain tax
position, for which we have unrecognized tax
benefits, is resolved. While it is often difficult to
predict the final outcome or the timing of resolution
of any particular uncertain tax position, we believe
that our unrecognized tax benefits reflect the most
probable outcome. We adjust these unrecognized
tax benefits, as well as the related interest, in light of
changing facts and circumstances. The resolution

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of any particular uncertain tax position could require
the use of cash and an adjustment to our provision
for income taxes in the period of resolution. Federal
income tax returns for fiscal years subsequent to
2009 are subject to examination. Generally, the
income tax returns for the various state jurisdictions
are subject to examination for fiscal years ending
after fiscal 2009.

9. S T O C K- B A S E D C O M P E N S AT I O N

Our stock-based compensation program is a broad-
based program designed to attract and retain
employees while also aligning employees’ interests
with the interests of the stockholders.

The 1991 Omnibus Incentive Plan (the “Omnibus
Plan”) provides for compensatory awards consisting
of (i) stock options or stock awards for up to
4,800,000 shares of common stock, (ii) stock
appreciation rights, dividend equivalents, other
stock-based awards in amounts up to 4,800,000
shares of common stock and (iii) performance
awards consisting of any combination of the above.
The Omnibus Plan is designed to provide an
incentive to officers and certain other key employees
and consultants by making available to them an
opportunity to acquire a proprietary interest or to
increase such interest in National Beverage. The
number of shares or options which may be issued
under stock-based awards to an individual is limited
to 1,680,000 during any year. Awards may be
granted for no cash consideration or such minimal
cash consideration as may be required by law.
Options generally have an exercise price equal to
the fair market value of our common stock on the
date of grant, vest over a five-year period and expire
after ten years.

The Special Stock Option Plan provides for the
issuance of stock options to purchase up to an
aggregate of 1,800,000 shares of common stock.
Options may be granted for such consideration as
determined by the Board of Directors. The vesting
schedule and exercise price of these options are
tied to the recipient’s ownership level of common
stock and the terms generally allow for the reduction
in exercise price upon each vesting period. Also, the
Board of Directors authorized the issuance of
options to purchase up to 50,000 shares of common
stock to be issued at the direction of the Chairman.
The Key Employee Equity Partnership Program
(“KEEP Program”) provides for the granting of stock
options to purchase up to 240,000 shares of
common stock to key employees, consultants,
directors and officers. Participants who purchase
shares of stock in the open market receive grants of
stock options equal to 50% of the number of shares
purchased, up to a maximum of 6,000 shares in any
two-year period. Options under the KEEP Program
are forfeited in the event of the sale of shares used
to acquire such options. Options are granted at an
initial exercise price of 60% of the purchase price
paid for the shares acquired and the exercise price
reduces to the stock par value at the end of the six-
year vesting period.

We account for stock options under the fair
value method of accounting using a Black-Scholes
valuation model to estimate the stock option fair
value at date of grant. The fair value of stock options
is amortized to expense over the vesting period.
Stock options granted were 2,000 KEEP shares in
Fiscal 2013, 3,000 KEEP shares in Fiscal 2012 and
301,500 shares in Fiscal 2011. The weighted average
Black-Scholes fair value assumptions for stock

Notes to Consolidated Financial Statements (continued)

options granted are as follows: weighted average
expected life of 8 years for Fiscal 2013, 8 years for
Fiscal 2012 and 7.5 years for Fiscal 2011; weighted
average expected volatility of 38.1% for Fiscal 2013,
42.9% for Fiscal 2012 and 48.6% for Fiscal 2011;
weighted average risk free interest rates of 1.6%
for Fiscal 2013, 2.5% for Fiscal 2012 and 2.8% for
Fiscal 2011; and expected dividend yield of 5.0%
for Fiscal 2013, 5.3% for Fiscal 2012 and 4.3% for
Fiscal 2011. The expected life of stock options was
estimated based on historical experience. The
expected volatility was estimated based on historical
stock prices for a period consistent with the
expected life of stock options. The risk free interest
rate was based on the U.S. Treasury constant
maturity interest rate whose term is consistent with
the expected life of stock options. Forfeitures were
estimated based on historical experience.

The following is a summary of stock option

activity for Fiscal 2013:

Number of
Shares

Price (a)

Options outstanding,
beginning of year
Granted
Exercised
Cancelled

512,620
2,000
(40,240)
(32,570)

Options outstanding, end of year

441,810

Options exercisable, end of year

265,088

(a) Weighted average exercise price.

$7.24
8.39
5.95
4.90

6.86

5.63

Stock-based compensation expense was
$230,000 for Fiscal 2013, $290,000 for Fiscal 2012
and $446,000 for Fiscal 2011. The total fair value of
shares vested was $453,000 for Fiscal 2013,
$513,000 for Fiscal 2012 and $135,000 for Fiscal
2011. The total intrinsic value for stock options
exercised was $406,000 for Fiscal 2013, $758,000
for Fiscal 2012 and $799,000 for Fiscal 2011. Net
cash proceeds from the exercise of stock options
were $239,000 for Fiscal 2013, $115,000 for Fiscal
2012 and $209,000 for Fiscal 2011. Stock based
income tax benefits aggregated $92,000 for Fiscal
2013, $295,000 for Fiscal 2012 and $921,000 for
Fiscal 2011. The weighted average fair value for
stock options granted was $8.76 for Fiscal 2013,
$8.16 for Fiscal 2012 and $6.35 for Fiscal 2011.

As of April 27, 2013, unrecognized compensation
expense related to the unvested portion of our stock
options was $375,000, which is expected to be
recognized over a weighted average period of 2.9
years. The weighted average remaining contractual
term and the aggregate intrinsic value for options
outstanding as of April 27, 2013 was 4.5 years and
$3.4 million, respectively. The weighted average
remaining contractual term and the aggregate
intrinsic value for options exercisable as of April 27,
2013 was 3.6 years and $2.4 million, respectively.

We have a stock purchase plan which provides
for the purchase of up to 1,536,000 shares of
common stock by employees who (i) have been
employed for at least two years, (ii) are not part-time
employees and (iii) are not owners of five percent or
more of our common stock. As of April 27, 2013, no
shares have been issued under the plan.

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10 . P E N S I O N P L A N S

The Company contributes to certain pension plans
under collective bargaining agreements and to a
discretionary profit sharing plan. Total contributions
(including contributions to multi-employer plans
reflected below) were $2.6 million for Fiscal 2013,
$2.5 million for Fiscal 2012 and $2.5 million for
Fiscal 2011.

The Company participates in various multi-
employer defined benefit pension plans covering
certain employees whose employment is covered
under collective bargaining agreements. Under the
Pension Protection Act (“PPA”), if a participating
employer stops contributing to the plan, the unfunded

obligations of the plan may be borne by the
remaining participating employers. If the Company
chooses to stop participating in the multi-employer
plan, the Company could be required to pay the
plan a withdrawal liability based on the underfunded
status of the plan.

Summarized below is certain information
regarding the Company’s participation in significant
multi-employer pension plans including the financial
improvement plan or rehabilitation plan status (“FIP/
RP Status”). The most recent PPA zone status
available in Fiscal 2013 and Fiscal 2012 is for the
plans’ years ending December 31, 2011 and 2010,
respectively.

Pension Fund

Central States, Southeast and Southwest
Areas Pension Plan (EIN no. 36-6044243)

(the “CSSS Fund”)

Western Conference of Teamsters Pension
Trust Fund (EIN no. 91-6145047)

(the “WCT Fund”)

For the plan years ended December 31, 2011
and December 31, 2010, respectively, the Company
was not listed in the pension trust fund forms 5500
as providing more than 5% of the total contributions
for the plans. The collective bargaining agreements
covering the above pension trust funds expire on
October 18, 2016 for the CSSS Fund and May 14,
2016 for the WCT Fund.

PPA Zone
Status

Fiscal
2013

Fiscal
2012

FIP/RP Status

Surcharge
Imposed

Red

Implemented

Yes

Green Green Not applicable

The Company’s contributions for all multi-
employer pension plans for the last three fiscal years
are as follows:

(In thousands)
Pension Fund

CSSS Fund
WCT Fund
Other multi-employer
pension funds

Fiscal
2013

Fiscal
2012

Fiscal
2011

$1,051
471

$ 944
455

$ 897
612

262

244

224

Total

$1,784

$ 1,643

$ 1,733

Notes to Consolidated Financial Statements (continued)

11. C O M M I T M E N T S A N D C O N T I N G E N C I E S

We lease buildings, machinery and equipment under
various non-cancelable operating lease agreements
expiring at various dates through 2023. Certain of
these leases contain scheduled rent increases and/
or renewal options. Contractual rent increases are
taken into account when calculating the minimum
lease payment and recognized on a straight-line
basis over the lease term. Rent expense under
operating lease agreements totaled approximately
$8.9 million for Fiscal 2013, $9.3 million for Fiscal
2012 and $10.0 million for Fiscal 2011.

Our minimum lease payments under non-
cancelable operating leases as of April 27, 2013
were as follows:

(In thousands)

Fiscal 2014
Fiscal 2015
Fiscal 2016
Fiscal 2017
Fiscal 2018
Thereafter

Total minimum lease payments

$ 4,742
3,423
3,016
2,636
2,361
4,257

$20,435

We enter into various agreements with suppliers
for the purchase of raw materials, the terms of which
may include variable or fixed pricing and minimum
purchase quantities. As of April 27, 2013, we had
purchase commitments for raw materials of $48.1
million for Fiscal 2014 and $6.0 million for Fiscal 2015.
From time to time, we are a party to various
litigation matters arising in the ordinary course of
business. We do not expect the ultimate disposition
of such matters to have a material adverse effect on
our consolidated financial position or results of
operations.

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12 . Q U A R T E R LY F I N A N C I A L D ATA (U N A U D I T E D)

(In thousands, except per share amounts)

F I S C A L 2 013
Net sales
Gross profit
Net income
Earnings per common share—basic
Earnings per common share—diluted

F I S C A L 2 012
Net sales
Gross profit
Net income
Earnings per common share—basic
Earnings per common share—diluted

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

$ 182,849
58,293
14,392
.31
.31

$
$

$ 166,568
54,591
12,017
.26
.26

$
$

$ 144,723
46,353
8,414
.18
.18

$
$

$ 167,867
58,013
12,097
.26
.26

$
$

$ 169,080
61,074
13,435
.29
.29

$
$

$ 157,974
54,103
11,123
.24
.24

$
$

$ 136,401
45,235
7,904
.17
.17

$
$

$ 165,431
52,845
11,531
.25
.25

$
$

report of independent registered
public accounting Firm

To the Board of Directors and Shareholders of
National Beverage Corp.

income, comprehensive

We have audited the accompanying consolidated balance
sheets of National Beverage Corp. as of April 27, 2013
and April 28, 2012 and the related consolidated
statements of
income,
shareholders’ equity and cash flows for each of the years
in the three-year period ended April 27, 2013. We also
have audited National Beverage Corp.’s internal control
over financial reporting as of April 27, 2013, based on
criteria established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).
National Beverage Corp.’s management is responsible for
these financial statements, for maintaining effective
internal control over financial reporting and for its
assessment of the effectiveness of internal control over
financial reporting included in the accompanying
Management’s Report on Internal Control over Financial
Reporting. Our responsibility is to express an opinion on
these financial statements and an opinion on the
Company’s internal control over financial reporting based
on our audits.

We conducted our audits in accordance with the
standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we
plan and perform the audits to obtain reasonable
assurance about whether the financial statements are
free of material misstatement and whether effective
internal control over financial reporting was maintained in
all material respects. Our audits of the financial statements
included examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant
estimates made by management and evaluating the
overall financial statement presentation. Our audit of
internal control over financial reporting included obtaining
an understanding of internal control over financial
reporting, assessing the risk that a material weakness
exists and testing and evaluating the design and operating
effectiveness of internal control based on the assessed
risk. Our audits also included performing such other
procedures as we considered necessary in the
circumstances. We believe that our audits provide a
reasonable basis for our opinions.

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A company’s internal control over financial reporting
is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes
in accordance with generally accepted accounting
principles. A company’s internal control over financial
reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit
preparation of financial statements in accordance with
generally accepted accounting principles and that
receipts and expenditures of the company are being
made only in accordance with authorizations of
management and directors of the company; and
(3) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a
material effect on the financial statements.

Because of its inherent limitations, internal control
over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in
conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

In our opinion, the financial statements referred to
above present fairly, in all material respects, the financial
position of National Beverage Corp. as of April 27, 2013
and April 28, 2012 and the results of its operations and its
cash flows for each of the years in the three-year period
ended April 27, 2013, in conformity with accounting
principles generally accepted in the United States of
America. Also in our opinion, National Beverage Corp.
maintained, in all material respects, effective internal
control over financial reporting as of April 27, 2013, based
on criteria established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).

McGladrey LLP
West Palm Beach, Florida
July 11, 2013

Market for registrant’s Common equity,
related Stockholder Matters and issuer
purchases of equity Securities

Future
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The common stock of National Beverage Corp., par
value $.01 per share, (“Common Stock”) is listed on
The NASDAQ Global Select Market under the symbol
“FIZZ.” The following table shows the range of high
and low prices per share of the Common Stock for
the fiscal quarters indicated:

Fiscal Year Ended

April 27, 2013
Low
High

April 28, 2012
Low
High

First Quarter
Second Quarter
Third Quarter
Fourth Quarter

$15.85
$15.83
$17.75
$14.72

$13.57
$14.05
$13.62
$13.21

$15.52
$17.76
$17.72
$17.03

$13.41
$13.77
$15.60
$13.30

At July 2, 2013, there were approximately 6,000
holders of our Common Stock, the majority of which
hold their shares in the names of various dealers
and/or clearing agencies.

The Company paid special cash dividends on
Common Stock of $118.1 million ($2.55 per share) on
December 27, 2012, $106.3 million ($2.30 per share)
on February 14, 2011 and $62.3 million ($1.35 per
share) on January 22, 2010.

In April 2012, the Board of Directors authorized
an increase in the Company’s Stock Buyback
Program from 800,000 to 1.6 million shares of
Common Stock. As of April 27, 2013, 502,060
shares were purchased under the program and

1,097,940 shares were available for purchase. There
were no shares of Common Stock purchased
during the last three fiscal years.

On January 25, 2013, the Company sold 400,000
shares of Special Series D Preferred Stock, par value
$1 per share (“Series D Preferred”) for an aggregate
purchase price of $20 million. Series D Preferred
has a liquidation preference of $50 per share and
accrues dividends on this amount at an annual rate
of 3% through April 30, 2014 and, thereafter, at an
annual rate equal to 370 basis points above the
3-Month LIBOR. Dividends are cumulative and
payable quarterly. The Series D Preferred is nonvoting
and is redeemable at the option of the Company
beginning May 1, 2014 at $50 per share. Upon a
change of control, as such term is defined in the
Certificate of Designation of the Special Series D
Preferred Stock, the holder shall have the right to
convert the Series D Preferred into shares of
Common Stock at a conversion price equal to the
tender price per share offered to the holders of the
Common Stock. The net proceeds of $19.7 million
were used to repay borrowings under the Credit
Facilities. The Series D Preferred was issued by the
Company pursuant to the exemption
from
registration provided by Section 4(2) of the Securities
Act of 1933. See the Company’s Current Report on
Form 8-K as filed with the SEC on January 31, 2013.

performance graph

The following graph shows a comparison of the five-year cumulative returns of an investment of $100 cash
on May 3, 2008, assuming reinvestment of dividends, in (i) Common Stock, (ii) the NASDAQ Composite
Index and (iii) a Company-constructed peer group consisting of Coca-Cola Bottling Company Consolidated
and Cott Corporation. Based on the cumulative total return below, an investment in our Common Stock on
May 3, 2008 provided a compounded annual return of approximately 22.4% as of April 27, 2013.

Comparison of 5-Year Cumulative Total Return
among National Beverage Corp., the NASDAQ Composite Index, and a Peer Group

$300
$280
$260
$240
$220
$200
$180
$160
$140
$120
$100
$80
$60
$40
$20
0

5/3/08

5/2/09

5/1/10

4/30/11

4/28/12

4/27/13

National Beverage

NASDAQ Composite

Peer Group

5/3/08

5/2/09

5/1/10

4/30/11

4/28/12

4/27/13

$100.00

$130.86

$159.40

$223.97

$236.20

$274.58

100.00

70.12

99.63

101.33

119.54

129.08

155.37

180.89

148.15

140.13

199.71

5/2/09

5/1/10

4/30/11

4/28/12

4/27/13

300
National Beverage Corp.
280
260
NASDAQ Composite
240
Peer Group
220
200
180
160
140
120
100
80
60
40
20
0

5/3/08

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annual report 2013

s u b s iD i a r i e s
BevCo Sales, Inc.
Beverage Corporation Intl., Inc.
Big Shot Beverages, Inc.
Everfresh Beverages, Inc.
Faygo Beverages, Inc.
Home Juice Corp.
National Beverage Vending
Company
National Retail Brands, Inc.
NewBevCo, Inc.
NutraFizz Products Corp.
PACO, Inc.
Shasta Beverages, Inc.
Shasta Beverages Intl., Inc.
Shasta Sales, Inc.
Shasta Sweetener Corp.
Shasta West, Inc.
Sundance Beverage Company

c o r p o r at e of f i c e s
8100 Southwest Tenth Street
Fort Lauderdale, FL 33324
954-581-0922

a n n u a l M e e t i n g
The Annual Meeting of
Shareholders will be held on
Friday, October 11, 2013 at
2:00 p.m. local time at the
Hyatt Regency Orlando
International Airport,
9300 Jeff Fuqua Boulevard,
Orlando, FL 32827

f i n a n c i a l a n D
o t h e r i n f o rM at i o n
Copies of National Beverage
Corp.’s Annual Report, Annual
Report on Form 10-K and
supplemental quarterly finan cial
data are available free of charge
on our website or contact
our Shareholder Relations
department at the Company’s
corporate address or at
877-NBC-FIZZ (877-622-3499).

Earnings and other financial
results, corporate news and
other Company information
are available on National
Beverage’s website at
www.nationalbeverage.com

s t o c k e x c h a n g e l i s t i n g
Common Stock is listed on
The NASDAQ Global Select
Market–symbol FIZZ.

tr a n s f e r a g e n t a n D
r e g i s t r a r
Computershare
480 Washington Boulevard
Jersey City, NJ 07310-1900
888-313-1476
www.computershare.com/investor

i n D e p e n D e n t r e g i s t e r e D
p u b l i c a c c o u n t i n g f i r M
McGladrey LLP
West Palm Beach, FL

National Beverage Corp.

Corporate Data

D i r e c t o r s
Nick A. Caporella
Chairman of the Board &
Chief Executive Officer
National Beverage Corp.

Joseph G. Caporella
President
National Beverage Corp.

Cecil D. Conlee*
Founding Partner
CGR Advisors

Samuel C. Hathorn, Jr.*
Retired Chief Executive Officer
Trendmaker Development Co.

Stanley M. Sheridan*
Retired President
Faygo Beverages, Inc.

*Member Audit Committee

c o r p o r at e M a n a g e M e n t
Nick A. Caporella
Chairman of the Board &
Chief Executive Officer

Joseph G. Caporella
President

George R. Bracken
Executive Vice President–
Finance

Dean A. McCoy
Senior Vice President &
Chief Accounting Officer

Gregory P. Cook
Vice President–Controller

Brent R. Bott
Executive Director–
Consumer Marketing

Gregory J. Kwederis
Executive Director–
Beverage Analyst

Timothy C. Barker
Senior Director–Strategic IT

Vanessa C. Walker
Senior Director–
Strategic Brand Management

Richard S. Berkes
Director–Risk Management

Glenn G. Bryan
Director–Tax

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s u b s i D i a r y M a n a g e M e n t
Dennis L. Thompson
Executive Vice President
Shasta Beverages, Inc.

Michael J. Bahr
Executive Vice President
Shasta West, Inc.

Alan A. Chittaro
Executive Vice President
Faygo Beverages, Inc.

Alan D. Domzalski
Executive Vice President
Sundance Beverage Company

James H. Erwin III
Executive Vice President
BevCo Sales, Inc.

Brian M. Gaggin
Executive Vice President
National Retail Brands, Inc.

Kathleen M. Schartner
Executive Vice President
Foodservice
Shasta Sales, Inc.

Gregory I. Roberts
Executive Vice President
Operations
National BevPak

John F. Hlebica
Vice President
Shasta Beverages Intl., Inc.

Worth B. Shuman III
Vice President
Military Sales

Kevin B. Swift
Vice President
Shasta Northwest, Inc.

Martin J. Rose
General Manager
Shasta Vending

8100 Southwest Tenth Street

Fort lauderdale, Florida 33324

954.581.0922

www.nationalbeverage.com

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