NATIONAL BEVERAGE CORP.
2015 ANNUAL REPORT
“Imaginat ion is t he beginning
of creat ion. You imagine
what you desire, you will
what you imagine and,
at last, you create
what you will.”
George Bernard Shaw
“Those whose imagination . . . hastened the
NATURALLY CREATIVE, DYNAMICALLY
future, named our civilization.”
INNOVATIVE AND . . . MINDSET!
FUELING MOMENTUM . . .
Each time I come to this breeding place of
creativity, with its seagulls, rising tides and
aromas of seaweed and brine, time passage
seems to ease the mind into peaceful reflections.
But, the truth be told, no one in challenge
mode ever masterfully succeeds unless both
adrenaline glands are in high gear! Certainly,
that is as absolute as the spirit from which all
things are passionately ignited – here at
National Beverage.
Our Company is in a stage of metamorphic
transition, evolving while creating momentum.
This particular report will reflect and portray
some of that evolution showcasing brand
transformation. Ultimately, this evolution will
generate our true value while significantly
improving the health of our society! What a
gratifying bouquet of goodness for everyone . . .
Team National, our healthy consumers and
healthy shareholders.
From the beginning of time, public companies
were judged by their ability to make money;
today that is changing. We at National
Beverage began to write in our earnings
releases, eons ago, that we wanted to be
judged differently, but quarterly earnings’
protocol – leveraged sounder strategies. It
takes years to research and develop; with costs
having to be reflected immediately. Some of
these regulations must advance . . . as well.
“Imaginat ion is t he beginning
of creat ion. You imagine
what you desire, you will
Today our Company has more aggressively taken
the position to positively affect our consumer,
our industry, the health of our society and, yes,
certainly our devoted shareholders. If every
reader was thoroughly informed, our size would
be viewed as a superior advantage at this time
in our industry. Why? Because opportunity
does not use a timepiece – its control is oriented
to conditions and circumstances. So, vision
and gut instincts far surpass the clock for us
opportunity seekers. There is an atom at the
core of this Company; its essence and function
is creativity – all forms! What neons that
difference is – that atom has been confirmed
by the culmination of distinctive innovation.
Operationally, we are on course to effectuate
a change in our industry as no other company
can . . . and our ‘new mindset’ more than
amplifies our ability to profoundly change the
health of America! What an incredible side
effect! National Beverage and that beautiful
butterfly on this cover have a more exciting life
as a result of this evolution . . .
what you imagine and,
at last, you create
what you will.”
George Bernard Shaw
FY2016 is our ‘break-out’ year. Each and every
month, momentum is fueled through innovation,
magnifying distribution, controlled launching of
theme extensions, healthier beverages and the
luring into our fold . . . ‘cola converts’ – an
immeasurable segment of the soft-drink industry.
Quite paradoxically and extremely advantageous,
there are several conditions aligning! America
is aging and that is giving rise to health costs.
This is provoking our society to seek better
lifestyles and become more health conscious,
thus driving the demand for healthier beverages.
Our Company, with its healthier brands, has
a timing advantage plus a creative and
innovative edge. The large beverage and
snack food companies are so labored with
their unyielding, bureaucratic calories that
our agility and speed to market with LaCroix,
Shasta sparkling waters and Everfresh juice
products – give National Beverage an
additional advantage.
As a Company, we are reminded of our
‘mindset’ and the accompanying abilities
necessary to fulfill our leadership role in the
health and wellness segment. LaCroix, with
its theme concept and Shasta’s famous flavors
(now in 0-calorie, 0-sweetener, 0-sodium and
wholesome-as-ever tasting sparkling waters)
are dynamically stimulating the marketplace.
We have worked extremely hard to create
this place of segment leadership.
Just believe . . . if we, who produce for
‘stomachs’, are conscious enough while
conscience-guided to use our billboards and
factories to give wholesome choices . . . isn’t
that our patriotic purpose? I know so . . .
“Operationally sound; Strategically near
perfect,” our major shareholder was quoted
speaking to an industry reporter recently. “Is
it true” he was asked “that within National is
a billion-dollar brand?” Professional as ever,
he was heard to say: “As a well-seasoned
corporate operator, covering nearly a half
century and respecting the unspoken code
within which public companies are governed . . .
“Imaginat ion is t he beginning
I recently read a couple of articles about
National Beverage Corp., one by Bloomberg
and the other by Seeking Alpha. Both articles
were clearly well written; they express the
authors’ opinions on value that I should not –
and I suggest you read them,” he responded.
of creat ion. You imagine
what you desire, you will
The last stage of a butterfly’s metamorphosis is
to fly those beautiful wings. As you can see by
our cover . . . we are in sync with that all-natural
butterfly.
what you imagine and,
So, thank you dear friend; first for your trust and,
next – certainly a big hug for these joyous
feelings of loyalty that your gracious purchase
or investment conveys . . .
at last, you create
what you will.”
Nick A. Caporella
Chairman and Chief Executive Officer
George Bernard Shaw
P.S.
There is one other mystery to our
creativity that no one will ever be
able to duplicate – the ability to insert
into our packaging a command . . .
‘Jump into the cart or hands of the
first consumer you see!’
“Those whose imagination . . . hastened the
future, named our civilization.”
Evolution . . .
‘Innocent’
No More Ordinary . . .
0-Calorie
0-Sweetener
0-Sodium
. . . Tomorrow Is Now!
6
NATIONAL BEVERAGE CORP.
‘Sparkling Collectibles’
Galler y of FIZZ
2015 ANNUAL REPORT
7
A Unique Mind Lives Here . . .
Gloriously Inventive Too!
Joy – Fun – Novel
Rich in Flavor Always
Tender – Refreshing, YES!
Full of Laughter and Oh So Good
. . . Taste Our Smiles!
8
NATIONAL BEVERAGE CORP.
Imagination’s Vision . . .
Then Ar t Happens!
2015 ANNUAL REPORT
9
Courage To
Innovate . . .
Cúrate Means . . .
‘Cure yourself’
with its Beauty.
Treat yourself
with its Joy.
Cherish your health
with its – Innocence!
. . . Taste The Promise!
10 NATIONAL BEVERAGE CORP.
The Ar t of Work . . .
A Work of Ar t!
‘THE ORIGINAL CÚRATE FAMILY’
2015 ANNUAL REPORT
11
12 NATIONAL BEVERAGE CORP.
Precious Transparency
Petitions Respect . . .
“ To develop a complete mind:
Study the science of art;
Study the art of science.
Learn how to see.
Realize that everything connects –
to everything else.
”
Leonardo da Vinci
SELECTED FINANCIAL DATA
(In thousands, except per share and footnote amounts)
SUMMARY OF OPERATIONS:
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Interest expense
Other (income) expense—net
Income before income taxes
Provision for income taxes
Net income
PER SHARE DATA:
Basic earnings per common share(1)
Diluted earnings per common share(1)
Closing stock price
Dividends paid on common stock(2)
BALANCE SHEET DATA:
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)
Fiscal Year Ended
May 2,
2015
May 3,
2014(3)
April 27,
2013
April 28,
2012
April 30,
2011
$ 645,825
426,685
$ 641,135
423,480
$ 662,007
444,757
$ 628,886
415,629
$ 600,193
381,539
219,140
145,157
371
(1,101)
74,713
25,402
217,655
153,220
660
666
63,109
19,474
217,250
146,223
403
173
70,451
23,531
213,257
146,169
107
85
66,896
22,903
218,654
155,885
99
20
62,650
21,896
$ 49,311
$ 43,635
$ 46,920
$ 43,993
$ 40,754
$
1.06
1.05
22.42
—
$
.93
.92
19.21
—
$
1.01
1.01
14.57
2.55
$
.95
.95
14.68
—
$
.88
.88
13.92
2.30
$ 52,456
101,478
60,182
247,750
10,000
15,245
147,782
—
$ 29,932
78,618
59,494
222,841
30,000
13,873
106,201
$ 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
(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 and $106.3
million ($2.30 per share) on February 14, 2011.
(3) Fiscal 2014 consisted of 53 weeks.
14 NATIONAL BEVERAGE CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
We consider ourselves to be a leader in the
National Beverage Corp. is an acknowledged leader in
development and sale of flavored beverage products.
the development, manufacturing, marketing and sale
The National Beverage Corp. brand portfolio contains
of a diverse portfolio of flavored beverage products.
a wide variety of beverages to meet consumer needs
Our primary market focus is the United States, but our
in a multitude of market segments. Our portfolio of
products are also distributed in Canada, Mexico, the
Power+ Brands is targeted to consumers seeking
Caribbean, Latin America, the Pacific Rim, Asia and
healthier and functional alternatives to complement
Europe. A holding company for various operating
their active lifestyles, and includes LaCroix®, LaCroix
subsidiaries, National Beverage Corp. was incorporated
Cúrate™ and LaCroix NiCola™ sparkling water
in Delaware in 1985 and began trading as a public
products; Rip It® energy drinks and shots; and
company on the NASDAQ Stock Market in 1991. In this
Everfresh® and Everfresh Premier Varietals™, 100%
report, the terms “we,” “us,” “our,” “Company” and
juice and juice-based products. Our carbonated
“National Beverage” mean National Beverage Corp.
soft drink flavor development spans more than 125
and its subsidiaries unless indicated otherwise.
years originating with our flagship brands, Shasta®
Our brands consist of (i) beverages geared toward
and Faygo®.
the active and health-conscious consumer (“Power+
Our strategy emphasizes the growth of our
Brands”), including sparkling waters, energy drinks and
products by (i) expanding our focus on healthier and
shots, juices, and enhanced beverages, and (ii)
functional beverages tailored toward healthy, active
Carbonated Soft Drinks in a variety of flavors including
lifestyles, (ii) offering a beverage portfolio of proprietary
regular, sugar-free and reduced-calorie options. In
flavors with distinctive packaging and broad
addition, we produce soft drinks for certain retailers
demographic appeal, (iii) supporting the franchise
(“Allied Brands”) that endorse the “Strategic Alliance”
value of regional brands, (iv) appealing to the “quality-
concept of having our brands and Allied Brands
value” expectations of the family consumer, and (v)
marketed to effectuate enhanced growth of both.
responding to demographic trends by developing
We employ a philosophy that emphasizes vertical
innovative products designed to expand distribution.
integration; our manufacturing model integrates the
The majority of our sales are seasonal with the
procurement of raw materials and production of
highest volume typically realized during the summer
concentrates with the manufacture of finished products
months. As a result, our operating results from one
in our twelve manufacturing facilities. To service a
fiscal quarter to the next may not be comparable.
diverse customer base that includes numerous national
Additionally, our operating results are affected by
retailers as well as thousands of smaller “up-and-
numerous factors, including fluctuations in the costs
down-the-street” accounts, we have developed a
of raw materials, changes in consumer preference
hybrid distribution system that promotes and utilizes
for beverage products, competitive pricing in the
customer warehouse distribution facilities and our own
marketplace and weather conditions.
direct-store delivery fleet plus the direct-store delivery
systems of independent distributors and wholesalers.
2015 ANNUAL REPORT
15
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS
Net Sales Net sales for the fiscal year ended May 2,
2015 (“Fiscal 2015”) increased .7% to $645.8 million as
compared to $641.1 million for the fiscal year ended
May 3, 2014 (“Fiscal 2014”). The higher sales resulted
from a 1.1% increase in case volume partially offset by
a .4% decline in average selling price per unit. The
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.
increase in case volume reflects a 2.9% increase
Selling, General and Administrative Expenses
in branded volume, including a 15.3% case volume
Selling, general and administrative expenses were
growth for our Power+ Brands, partially offset by a
$145.2 million or 22.5% of net sales for Fiscal 2015
decline in Allied Brands. The decline in selling price per
compared to $153.2 million or 23.9% of net sales for
unit is related to changes in product mix.
Fiscal 2014. Fiscal 2015 expenses reflect lower selling
Net sales for the fiscal year ended May 3, 2014
and marketing costs.
decreased 3.2% to $641.1 million as compared to
Selling, general and administrative expenses were
$662.0 million for the fiscal year ended April 27, 2013
$153.2 million or 23.9% of net sales for Fiscal 2014
(“Fiscal 2013”). The lower sales resulted from a 7.5%
compared to $146.2 million or 22.1% of net sales for
volume decline in Carbonated Soft Drinks, principally
Fiscal 2013. Fiscal 2014 expenses reflect higher selling
due to extended periods of unfavorable weather
and marketing costs, primarily due to increased
conditions and industry-wide consumption decline.
advertising expenses.
This volume decline was partially offset by case volume
growth of 8.2% for our Power+ Brands. Average net
selling price per case was approximately the same for
both years.
Interest Expense and Other (Income) Expense—
Net Interest expense is comprised of interest on
borrowings and fees related to maintaining lines of
credit. The Company paid a special cash dividend of
Gross Profit Gross profit approximated 33.9% of net
$118.1 million ($2.55 per common share) on December
sales for Fiscal 2015 and Fiscal 2014. Cost of sales
27, 2012 from available cash and borrowings under our
per unit declined .3% primarily due to product mix
credit facilities. Due to repayments on borrowings,
changes.
interest expense decreased to $371,000 in Fiscal 2015
Gross profit was 33.9% of net sales for Fiscal
from $660,000 in Fiscal 2014 and $403,000 in Fiscal
2014, which represents a 1.1% margin improvement
2013. Other expense is net of interest income of
compared to Fiscal 2013. The gross margin
$30,000 for Fiscal 2015, $15,000 for Fiscal 2014 and
improvement is primarily due to favorable product mix
$37,000 for Fiscal 2013. The change in interest income
changes and lower raw material costs. Cost of sales
for Fiscal 2015, Fiscal 2014 and Fiscal 2013 is due to
decreased 1.7% on a per case basis.
changes in average invested balances. Other income
for Fiscal 2015 includes a $1.3 million gain on sale
of property.
16 NATIONAL BEVERAGE CORP.
Income Taxes Our effective tax rate was approximately
Preferred, representing 50% of the amount outstanding,
34% for Fiscal 2015, 30.9% for Fiscal 2014 and
for an aggregate price of $6 million. See Note 5 of
33.4% for Fiscal 2013. The difference between the
Notes to Consolidated Financial Statements.
effective rate and the federal statutory rate of 35% was
The Company paid special cash dividends on
primarily due to the effects of state income taxes,
common stock of $118.1 million ($2.55 per share) on
the manufacturing deduction and, for Fiscal 2014,
December 27, 2012.
adjustment of unrecognized tax benefits related to the
Pursuant to a management agreement, we incurred
resolution of certain open tax years. See Note 7 of
a fee to Corporate Management Advisors, Inc. (“CMA”)
Notes to Consolidated Financial Statements.
of $6.5 million for Fiscal 2015, $6.4 million for Fiscal
2014 and $6.6 million for Fiscal 2013. At May 2,
LIQUIDIT Y AND FINANCIAL CONDITION
2015, management fees payable to CMA were $1.6
Liquidity and Capital Resources Our principal
source of funds is cash generated from operations
million. See Note 5 of Notes to Consolidated Financial
Statements.
and borrowings available under our credit facilities. At
Cash Flows During Fiscal 2015, $58.0 million was
May 2, 2015, we maintained $100 million unsecured
provided by operating activities, $9.7 million was used
revolving credit facilities, of which $10 million of
in investing activities and $25.8 million was used in
borrowings were outstanding and $2.2 million were
financing activities. Cash provided by operating
reserved for standby letters of credit. We believe that
activities increased $5.6 million primarily due to
existing capital resources will be sufficient to meet
increased earnings. Cash used in investing activities
our liquidity and capital requirements for the next
decreased $2.3 million reflecting lower capital
twelve months. See Note 4 of Notes to Consolidated
expenditures and proceeds of $1.9 million from the
Financial Statements.
sale of property. Cash used in financing activities was
We continually evaluate capital projects to expand
$25.8 million which included a $6 million redemption of
our production capacity, enhance packaging capabilities
preferred stock and $20 million in principal repayments
or improve efficiencies at our manufacturing facilities.
under credit facilities.
Expenditures for property, plant and equipment
During Fiscal 2014, $52.4 million was provided by
amounted to $11.6 million for Fiscal 2015. There were
operating activities, $12.1 million was used in investing
no material capital expenditure commitments at
activities and $28.7 million was used in financing
May 2, 2015.
activities. Cash provided by operating activities
On January 25, 2013, the Company sold 400,000
increased $12.1 million primarily due to changes in
shares of Special Series D Preferred Stock (“Series D
working capital. Cash used in investing activities
Preferred”), par value $1 per share for an aggregate
increased $2.4 million reflecting higher capital
purchase price of $20 million. On May 2, 2014, the
expenditures in Fiscal 2014. Cash used in financing
Company redeemed 160,000 shares of Series D
activities was $28.7 million reflecting an $8 million
Preferred, representing 40% of the amount outstanding,
redemption of preferred stock and $20 million in
for an aggregate price of $8 million. On August 1, 2014,
principal repayments under credit facilities.
The Company redeemed 120,000 shares of Series D
2015 ANNUAL REPORT
17
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Financial Position During Fiscal 2015, our working
During Fiscal 2014, our working capital increased
capital increased $22.9 million to $101.5 million
$11.1 million to $78.6 million primarily due to cash
primarily due to cash generated from operating
generated from operating activities. Trade receivables
activities. Trade receivables increased $1.7 million due
decreased $5.9 million due to lower sales activity and
to higher sales activity and days sales outstanding
days sales outstanding remain unchanged at 34.7
improved from 34.7 days to 33.1 days. Inventories
days. Inventories increased $4.7 million primarily due
decreased $1.0 million and annual inventory turns
to higher quantities related to new products and to
improved from 9.4 to 10.2 times. At May 2, 2015, the
support more frequent customer promotions. At May
current ratio was 2.5 to 1 as compared to 2.2 to 1 at
3, 2014, the current ratio was 2.2 to 1 as compared
May 3, 2014.
to 2.1 to 1 at April 27, 2013.
CONTRACTUAL OBLIGATIONS
Contractual obligations at May 2, 2015 are payable as follows:
(In thousands)
Long-term debt
Operating leases
Purchase commitments
Total
Total
$10,000
22,194
53,990
Less Than
1 Year
1 to 3
Years
3 to 5
Years
More Than
5 Years
$ — $10,000
8,409
—
5,399
53,990
$ —
5,980
—
$ —
2,406
—
$86,184
$59,389
$18,409
$ 5,980
$2,406
As of May 2, 2015, we guaranteed the residual
claims and estimated incurred but not reported
value of certain leased equipment in the amount of
claims not otherwise covered by insurance, based on
$4.9 million. If the proceeds from the sale of such
actuarial assumptions and historical claims experience.
equipment are less than the balance required by the
Since the timing and amount of claim payments vary
lease when the lease terminates on August 1, 2017, the
significantly, we are not able to reasonably estimate
Company shall be required to pay the difference up to
future payments for specific periods and therefore
such guaranteed amount. The Company expects to
have not been included in the table above. Standby
have no loss on such guarantee.
letters of credit aggregating $2.2 million have been
We contribute to certain pension plans under
issued in connection with our self-insurance programs.
collective bargaining agreements and to a discretionary
These standby letters of credit expire through March
profit sharing plan. Total contributions were $2.7 million
2016 and are expected to be renewed.
for Fiscal 2015, $2.7 million for Fiscal 2014 and $2.6
million for Fiscal 2013. See Note 9 of Notes to
OFF-BALANCE SHEET ARRANGEMENTS
Consolidated Financial Statements.
We do not have any off-balance sheet arrangements
We maintain self-insured and deductible programs
that have, or are reasonably likely to have, a current or
for certain liability, medical and workers’ compensation
future material effect on our financial condition.
exposures. Other long-term liabilities include known
18 NATIONAL BEVERAGE CORP.
CRITICAL ACCOUNTING POLICIES
impairment annually or sooner if we believe such
The preparation of financial statements in conformity
assets may be impaired. An impairment loss is
with generally accepted accounting principles requires
recognized if the carrying amount or, for goodwill, the
management to make estimates and assumptions that
carrying amount of its reporting unit, is greater than its
affect the amounts reported in the financial statements
fair value.
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
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.
losses and maintain allowances for anticipated losses
Sales Incentives We offer various sales incentive
based on specific customer circumstances, credit
arrangements to our customers that require customer
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
performance or achievement of certain sales volume
targets. When the incentive is paid in advance, we
amortize the amount paid over the period of benefit or
contractual sales volume; otherwise, 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.
2015 ANNUAL REPORT
19
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
FORWARD-LOOKING STATEMENTS
and other reports to our stockholders. We disclaim an
National Beverage and its representatives may make
obligation to update any such factors or to publicly
written or oral statements relating to future events or
announce the results of any revisions to any forward-
results relative to our financial, operational and
looking statements contained herein to reflect future
business performance, achievements, objectives and
events or developments.
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 and other filings with the Securities
and Exchange Commission and in reports 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,
QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
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.
success in acquiring other beverage businesses,
Interest Rates At May 2, 2015, the Company had $10
success of new product and flavor introductions,
million in borrowings outstanding under its credit
fluctuations in the costs of raw materials and
facilities with a weighted average interest rate of 1.0%.
packaging supplies, ability to pass along cost increases
Interest rate hedging products are not currently used
to our customers, labor strikes or work stoppages or
to mitigate risk from interest fluctuations. If the interest
other interruptions in the employment of labor,
rate on our debt changed by 100 basis points (1%), our
continued retailer support for our products, changes in
interest expense for Fiscal 2015 would have changed
consumer preferences and our success in creating
by approximately $200,000.
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, wet weather conditions
or droughts and other factors referenced in this report,
filings with the Securities and Exchange Commission
20 NATIONAL BEVERAGE CORP.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
ASSETS
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
LIABILITIES AND SHAREHOLDERS’ EQUITY
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—120,000 shares (2015) and 240,000 shares (2014) issued,
aggregate liquidation preference of $6,000 (2015) and $12,000 (2014)
Common stock, $.01 par value—75,000,000 shares authorized;
50,418,019 shares (2015) and 50,367,799 shares (2014) 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.
May 2,
2015
May 3,
2014
$ 52,456
59,951
42,924
4,348
8,050
167,729
60,182
13,145
1,615
5,079
$ 29,932
58,205
43,914
2,685
8,405
143,141
59,494
13,145
1,615
5,446
$ 247,750
$ 222,841
$ 44,896
21,257
98
$ 45,606
18,873
44
66,251
10,000
15,245
8,472
64,523
30,000
13,873
8,244
150
120
150
240
504
37,759
129,773
(2,524)
504
42,775
80,737
(205)
(5,100)
(12,900)
(5,100)
(12,900)
147,782
106,201
$ 247,750
$ 222,841
2015 ANNUAL REPORT
21
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 (income) expense—net
Income before income taxes
Provision for income taxes
Net income
Less preferred dividends and accretion
Fiscal Year Ended
May 2,
2015
May 3,
2014
April 27,
2013
$ 645,825
426,685
$ 641,135
423,480
$ 662,007
444,757
219,140
145,157
371
(1,101)
74,713
25,402
49,311
(275)
217,655
153,220
660
666
63,109
19,474
43,635
(726)
217,250
146,223
403
173
70,451
23,531
46,920
(153)
Earnings available to common shareholders
$ 49,036
$ 42,909
$ 46,767
Earnings per common share:
Basic
Diluted
Weighted average common shares outstanding:
Basic
Diluted
See accompanying Notes to Consolidated Financial Statements.
$
$
1.06
1.05
$
$
.93
.92
$
$
1.01
1.01
46,353
46,559
46,331
46,519
46,310
46,482
22 NATIONAL BEVERAGE CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Net income
Other comprehensive income (loss), net of tax:
Cash flow hedges
Other
Total
Comprehensive income
See accompanying Notes to Consolidated Financial Statements.
Fiscal Year Ended
May 2,
2015
May 3,
2014
April 27,
2013
$49,311
$43,635
$46,920
(2,350)
31
(2,319)
610
149
759
(295)
(27)
(322)
$46,992
$44,394
$46,598
2015 ANNUAL REPORT 23
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUIT Y
(In thousands)
Shares
Amount
Shares
Amount
Shares
Amount
Fiscal Year Ended
May 2, 2015
May 3, 2014
April 27, 2013
SERIES C PREFERRED STOCK
Beginning and end of year
SERIES D PREFERRED STOCK
Beginning of year
Series D preferred (redeemed) issued
End of year
COMMON STOCK
Beginning of year
Stock options exercised
End of year
ADDITIONAL PAID-IN CAPITAL
Beginning of year
Series D preferred (redeemed) issued
Stock options exercised
Stock-based compensation
Other
End of year
RETAINED EARNINGS
Beginning of year
Net income
Common stock dividends
Preferred stock dividends & accretion
End of year
ACCUMULATED OTHER
COMPREHENSIVE LOSS
Beginning of year
Cash flow hedges
Other
End of year
150
$
150
150
$
150
150
$
150
240
(120)
120
50,368
50
50,418
240
(120)
120
400
(160)
240
400
(160)
240
—
400
400
504
—
50,362
6
504
—
50,322
40
504
50,368
504
50,362
42,775
(5,791)
228
307
240
37,759
80,737
49,311
—
(275)
129,773
(205)
(2,350)
31
(2,524)
50,398
(7,722)
47
95
(43)
42,775
37,828
43,635
—
(726)
80,737
(964)
610
149
(205)
—
400
400
503
1
504
30,425
19,304
238
230
201
50,398
109,200
46,920
(118,139)
(153)
37,828
(642)
(295)
(27)
(964)
TREASURY STOCK—SERIES C PREFERRED
Beginning and end of year
TREASURY STOCK—COMMON
Beginning and end of year
150
(5,100)
150
(5,100)
150
(5,100)
4,033
(12,900)
4,033
(12,900)
4,033
(12,900)
TOTAL SHAREHOLDERS’ EQUITY
$ 147,782
$ 106,201
$ 70,316
See accompanying Notes to Consolidated Financial Statements.
24 NATIONAL BEVERAGE CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
OPERATING ACTIVITIES:
Net income
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization
Deferred income tax provision
(Gain) 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
May 2,
2015
May 3,
2014
April 27,
2013
$ 49,311
$ 43,635
$ 46,920
11,580
1,076
(1,188)
307
(1,746)
990
(605)
(710)
(995)
11,708
79
51
95
5,864
(4,680)
(2,548)
1,345
(3,167)
11,002
172
63
230
(2,478)
1,628
(2,466)
(10,614)
(4,193)
Net cash provided by operating activities
58,020
52,382
40,264
INVESTING ACTIVITIES:
Additions to property, plant and equipment
Proceeds from sale of property, plant and equipment
Net cash used in investing activities
FINANCING ACTIVITIES:
Dividends paid on common stock
Dividends paid on preferred stock
(Repayments) borrowings under credit facilities, net
(Redemption) issuance of preferred stock
Proceeds from stock options exercised
Other
Net cash used in financing activities
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS
CASH AND EQUIVALENTS—BEGINNING OF YEAR
(11,630)
1,905
(12,124)
62
(9,725)
(12,062)
(9,693)
77
(9,616)
—
(239)
(20,000)
(6,000)
228
240
— (118,139)
(12)
50,000
19,704
239
201
(659)
(20,000)
(8,000)
47
(43)
(25,771)
(28,655)
(48,007)
22,524
29,932
11,665
18,267
(17,359)
35,626
CASH AND EQUIVALENTS—END OF YEAR
$ 52,456
$ 29,932
$ 18,267
OTHER CASH FLOW INFORMATION:
Interest paid
Income taxes paid
See accompanying Notes to Consolidated Financial Statements.
$
380
$
723
$
341
$ 24,745
$ 23,079
$ 24,327
2015 ANNUAL REPORT 25
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
National Beverage Corp. develops, manufactures,
Consolidated Balance Sheets. We do not use derivative
markets and sells a diverse portfolio of flavored
financial instruments for trading or speculative
beverage products primarily in North America.
purposes. Credit risk related to derivative financial
Incorporated in Delaware in 1985, National Beverage
instruments is managed by requiring high credit
Corp. is a holding company for various operating
standards for counterparties and frequent cash
subsidiaries. When used in this report, the terms “we,”
settlements. See Note 6.
“us,” “our,” “Company” and “National Beverage” mean
National Beverage Corp. and its subsidiaries.
1. SIGNIFICANT ACCOUNTING POLICIES
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
Basis of Presentation The consolidated financial
the period. Diluted earnings per common share is
statements have been prepared in accordance with
calculated in a similar manner, but includes the dilutive
United States generally accepted accounting principles
effect of stock options amounting to 206,000 shares in
(“GAAP”) and rules and regulations of the Securities
Fiscal 2015, 188,000 shares in Fiscal 2014 and 172,000
and Exchange Commission. The consolidated financial
shares in Fiscal 2013.
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 2015 and Fiscal 2013 consisted of
52 weeks while Fiscal 2014 consisted of 53 weeks.
Fair Value The fair value of long-term debt approximates
its carrying value due to its variable interest rate and
lack of prepayment penalty. The estimated fair values
of 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
Cash and Equivalents Cash and equivalents are
prices and credit worthiness. See Note 6.
comprised of cash and highly liquid securities
(consisting primarily of short-term money-market
investments) with an original maturity of three months
or less.
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
Derivative Financial Instruments We use derivative
events or changes in circumstances indicate that the
financial instruments to partially mitigate our exposure
carrying amount of an asset may not be recoverable.
to changes in raw material costs. All derivative financial
An impaired asset is written down to its estimated
instruments are recorded at fair value in our
fair value based on the best information available.
26 NATIONAL BEVERAGE CORP.
Estimated fair value is generally measured by
Inventories Inventories are stated at the lower of
discounting future cash flows. Goodwill and intangible
first-in, first-out cost or market. Inventories at May 2,
assets not subject to amortization are evaluated for
2015 were comprised of finished goods of $24.9
impairment annually or sooner if we believe such
million and raw materials of $18.0 million. Inventories at
assets may be impaired. An impairment loss is
May 3, 2014 were comprised of finished goods of
recognized if the carrying amount or, for goodwill,
$27.2 million and raw materials of $16.7 million.
the carrying amount of its reporting unit, is greater than
its fair value.
Marketing Costs We are involved in a variety of
marketing programs, including cooperative advertising
Income Taxes Our effective income tax rate is based
programs with customers, to advertise and promote
on estimates of taxes which will ultimately be payable.
our products to consumers. Marketing costs are
Deferred taxes are recorded to give recognition to
expensed when incurred, except for prepaid advertising
temporary differences between the tax bases of assets
and production costs which are expensed when the
or liabilities and their reported amounts in the financial
advertising takes place. Marketing costs, which are
statements. Valuation allowances are established to
included in selling, general and administrative
reduce the carrying amounts of deferred tax assets
expenses, totaled $42.4 million in Fiscal 2015, $50.2
when it is deemed, more likely than not, that the benefit
million in Fiscal 2014 and $44.6 million in Fiscal 2013.
of deferred tax assets will not be realized.
New Accounting Pronouncement In May 2014, the
Insurance Programs We maintain self-insured and
FASB issued Accounting Standards Update No. 2014-
deductible programs for certain liability, medical and
09, “Revenue from Contracts with Customers (Topic
workers’ compensation exposures. Accordingly, we
606)” (“ASU 2014-09”). ASU 2014-09 requires an entity
accrue for known claims and estimated incurred but
to recognize revenue in an amount that reflects the
not reported claims not otherwise covered by insurance
consideration to which the entity expects to receive in
based on actuarial assumptions and historical claims
exchange for goods or services. ASU 2014-09 is
experience. At May 2, 2015 and May 3, 2014, other
effective for our fiscal year beginning April 30, 2017.
liabilities included accruals of $5.9 million and $6.1
We are currently evaluating the potential impact of
million, respectively, for estimated non-current risk
adopting this guidance on our consolidated financial
retention exposures, of which $4.7 million and $5.1
statements.
million were covered by insurance.
Intangible Assets Intangible assets as of May 2,
2015 and May 3, 2014 consisted of non-amortizable
trademarks.
2015 ANNUAL REPORT 27
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Property, Plant and Equipment Property, plant
or expected sales volume. The recognition of these
and equipment are recorded at cost. Additions,
incentives involves the use of judgment related to
replacements and betterments are capitalized, while
performance and sales volume estimates that are
maintenance and repairs that do not extend the useful
made based on historical experience and other factors.
life of an asset are expensed as incurred. Depreciation
Sales incentives are accounted for as a reduction of
is recorded using the straight-line method over
sales and actual amounts ultimately realized may vary
estimated useful lives of 7 to 30 years for buildings and
from accrued amounts.
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.
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
Revenue Recognition Revenue from product sales is
present such information.
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. 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.
Shipping and Handling Costs Shipping and handling
costs are reported in selling, general and administrative
expenses in the accompanying consolidated
statements of income. Such costs aggregated $44.4
million in Fiscal 2015 and Fiscal 2014 and $44.2 million
in Fiscal 2013. Although our classification is consistent
with many beverage companies, our gross margin may
not be comparable to companies that include shipping
Sales Incentives We offer various sales incentive
and handling costs in cost of sales.
arrangements to our customers that require customer
performance or achievement of certain sales volume
targets. When the incentive is paid in advance, we
amortize the amount paid over the period of benefit or
contractual sales volume; otherwise, we accrue the
expected amount to be paid over the period of benefit
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 8.
28 NATIONAL BEVERAGE CORP.
Trade Receivables We record trade receivables at
2. PROPERT Y, PLANT AND EQUIPMENT
net realizable value, which includes an appropriate
Property, plant and equipment as of May 2, 2015 and
allowance for doubtful accounts. We extend credit
May 3, 2014 consisted of the following:
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
2015
Fiscal
2014
Fiscal
2013
$ 399
117
(186)
$ 454
95
(150)
$399
96
(41)
(In thousands)
Land
Buildings and improvements
Machinery and equipment
2015
2014
$
9,500
50,405
156,702
$ 9,779
51,494
148,699
Total
Less accumulated depreciation
216,607
(156,425)
209,972
(150,478)
Property, plant and
equipment—net
$ 60,182
$ 59,494
Depreciation expense was $10.2 million for Fiscal
2015, $9.8 million for Fiscal 2014 and $9.0 million for
Fiscal 2013.
3. ACCRUED LIABILITIES
Balance at end of year
$ 330
$ 399
$454
Accrued liabilities as of May 2, 2015 and May 3, 2014
consisted of the following:
As of May 2, 2015 and May 3, 2014, we did not
(In thousands)
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.
Accrued compensation
Accrued promotions
Accrued insurance
Other
Total
4. DEBT
Use of Estimates The preparation of financial
statements in conformity with United States 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 anticipated future actions, actual results may vary
from reported amounts.
2015
2014
$ 7,473
3,801
1,651
8,332
$ 7,049
3,812
2,238
5,774
$ 21,257
$ 18,873
At May 2, 2015, a subsidiar y of the Company
maintained unsecured revolving credit facilities with
banks aggregating $100 million (the “Credit Facilities”).
The Credit Facilities expire from October 10, 2017 to
June 18, 2018 and current borrowings bear interest at
.9% above one-month LIBOR (1.0% at May 2, 2015).
2015 ANNUAL REPORT 29
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Borrowings outstanding under the Credit Facilities
On May 2, 2014, the Company redeemed 160,000
were $10 million at May 2, 2015 and $30 million at May
shares of Series D Preferred, representing 40% of the
3, 2014. At May 2, 2015, $2.2 million of the Credit
amount outstanding, for an aggregate price of $8
Facilities were reserved for standby letters of credit
million plus accrued dividends. In connection therewith,
and $87.8 million were available for borrowings.
the Company accreted and charged to retained
The Credit Facilities require the subsidiary to
earnings $118,000 of original issuance costs, which
maintain certain financial ratios, principally debt to net
was deducted from income available to common
worth and debt to EBITDA (as defined in the Credit
shareholders for earnings per share calculation. In
Facilities), and contain other restrictions, none of which
conjunction with the partial redemption, the annual
are expected to have a material effect on our operations
dividend rate on the outstanding Series D Preferred
or financial position. At May 2, 2015, we were in
was reduced to 2.5% for the twelve month period
compliance with all loan covenants.
beginning May 1, 2014. In evaluating the impact of
5. CAPITAL STOCK AND TRANSACTIONS
WITH RELATED PARTIES
the rate change, the Company determined that the
related fair value change was immaterial and that no
adjustment was required.
The Company paid special cash dividends on common
On August 1, 2014, the Company redeemed
stock of $118.1 million ($2.55 per share) on December
120,000 shares of Series D Preferred, representing
27, 2012.
50% of the amount outstanding, for an aggregate price
On January 25, 2013, the Company sold 400,000
of $6 million plus accrued dividends. In connection
shares of Special Series D Preferred Stock, par value
therewith, the Company accreted and charged to
$1 per share (“Series D Preferred”) for an aggregate
retained earnings $89,000 of original issuance costs,
purchase price of $20 million. Series D Preferred has a
which was deducted from income available to common
liquidation preference of $50 per share and accrues
shareholders for earnings per share calculation.
dividends on this amount at an annual rate of 3%
On May 1, 2015, the Company and the holders of
through April 30, 2014 and, thereafter, at an annual
the Series D Preferred agreed to extend the 2.5%
rate equal to 370 basis points above the 3-Month
annual dividend rate on the outstanding Series D
LIBOR. Dividends are cumulative and payable quarterly.
Preferred through April 30, 2016. In evaluating the
Accrued dividends at May 2, 2015 and May 3, 2014
impact of the rate change, the Company determined
were $37,000 and $90,000, respectively. The Series D
that the related fair value change was immaterial and
Preferred is nonvoting and redeemable at the option of
that no adjustment was required.
the Company beginning May 1, 2014 at $50 per share.
In April 2012, the Board of Directors authorized an
The net proceeds of $19.7 million were used to repay
increase in the Company’s Stock Buyback Program
borrowings under the Credit Facilities. In addition, the
from 800,000 to 1.6 million shares of common stock.
Company has 150,000 shares of Series C Preferred
As of May 2, 2015, 502,060 shares were purchased
Stock, par value $1 per share, which are held as
under the program and 1,097,940 shares were available
treasury stock and, therefore, such shares have no
for purchase. There were no shares purchased during
liquidation value.
the last three fiscal years.
30 NATIONAL BEVERAGE CORP.
The Company is a par ty to a management
agreement, no incentive compensation has been paid.
agreement with Corporate Management Advisors, Inc.
We incurred management fees to CMA of $6.5 million
(“CMA”), a corporation owned by our Chairman and
for Fiscal 2015, $6.4 million for Fiscal 2014 and $6.6
Chief Executive Officer. This agreement was originated
million for Fiscal 2013. Included in accounts payable
in 1991 for the efficient use of management of two
were amounts due CMA of $1.6 million at May 2, 2015
public companies at the time. In 1994, one of those
and at May 3, 2014.
public entities, through a merger, no longer was
managed in this manner. Under the terms of the
6. DERIVATIVE FINANCIAL INSTRUMENTS
agreement, CMA provides, subject to the direction and
From time to time, we enter into aluminum swap
supervision of the Board of Directors of the Company,
contracts to partially mitigate our exposure to changes
(i) senior corporate functions (including supervision of
in the cost of aluminum cans. Such financial
the Company’s financial, legal, executive recruitment,
instruments are designated and accounted for as a
internal audit and management information systems
cash flow hedge. Accordingly, gains or losses
departments) as well as the services of a Chief
attributable to the effective portion of the cash
Executive Officer and Chief Financial Officer, and
flow hedge are reported in Accumulated Other
(ii) services in connection with acquisitions, dispositions
Comprehensive Income (Loss) (“AOCI”) and reclassified
and financings by the Company, including identifying
into earnings through cost of sales in the period in
and profiling acquisition candidates, negotiating
which the hedged transaction affects earnings. The
and structuring potential transactions and arranging
ineffective portion of the change in fair value of
financing for any such transaction. CMA, through its
our cash flow hedge was immaterial. The following
personnel, also provides, to the extent possible, the
summarizes the gains (losses) recognized in the
stimulus and creativity to develop an innovative and
Consolidated Statements of Income and AOCI relative
dynamic persona for the Company, its products
to the cash flow hedge for Fiscal 2015, Fiscal 2014
and corporate image. In order to fulfill its obligations
and Fiscal 2013:
under the management agreement, CMA employs
numerous individuals, who, acting as a unit, provide
(In thousands)
Fiscal
2015
Fiscal
2014
Fiscal
2013
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 fur ther 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 2,000% since the inception of this
Recognized in AOCI:
Loss before income taxes
Less income tax benefit
$ (3,488) $ (1,059) $ (2,521)
(935)
(1,294)
(393)
Net
(2,194)
(666)
(1,586)
Reclassified from AOCI to
cost of sales:
Gain (loss) before
income taxes
Less income tax
provision (benefit)
Net
248
(2,028)
(2,060)
92
(752)
(769)
156
(1,276)
(1,291)
Net change to AOCI
$ (2,350) $ 610 $
(295)
2015 ANNUAL REPORT
31
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
As of May 2, 2015, the notional amount of our
of deferred tax assets will not be realized. Deferred tax
outstanding aluminum swap contracts was $38.0
assets and liabilities as of May 2, 2015 and May 3,
million and, assuming no change in the commodity
2014 consisted of the following:
prices, $3.0 million of unrealized loss before tax will
(In thousands)
be reclassified from AOCI and recognized in earnings
over the next 12 months. See Note 1.
Deferred tax assets:
Accrued expenses and other
As of May 2, 2015, the fair value of the derivative
Inventory and amortizable assets
2015
2014
$ 5,281
417
$ 4,126
400
liability and derivative long-term liability was $3.0
Total deferred tax assets
5,698
4,526
million and $751,000, which was included in accrued
liabilities and other liabilities, respectively. As of May 3,
2014, the fair value of the derivative asset was $5,000,
Deferred tax liabilities:
Property
Intangibles and other
16,497
98
15,616
98
which was included in prepaid and other assets. Such
Total deferred tax liabilities
16,595
15,714
valuation does not entail a significant amount of
Net deferred tax liabilities
$ 10,897
$ 11,188
judgment and the inputs that are significant to the fair
Current deferred tax assets—net
$ 4,348
$ 2,685
value measurement are Level 2 as defined by the fair
Noncurrent deferred tax liabilities—net
$ 15,245
$ 13,873
value hierarchy as they are observable market based
inputs or unobservable inputs that are corroborated by
The reconciliation of the statutory federal income
market data.
7. INCOME TAXES
tax rate to our effective tax rate is as follows:
Fiscal
2015
Fiscal
2014
Fiscal
2013
The provision for income taxes consisted of the
Statutory federal income
following:
(In thousands)
Current
Deferred
Total
Fiscal
2015
Fiscal
2014
Fiscal
2013
$24,326
1,076
$19,395
79
$23,359
172
$25,402
$19,474
$23,531
Deferred taxes are recorded to give recognition to
temporary differences between the tax bases of assets
tax rate
35.0% 35.0% 35.0%
State income taxes,
net of federal benefit
Manufacturing deduction
benefit
Adjustment of unrecognized
tax benefit
Other differences
2.3
2.3
1.6
(3.0)
(3.0)
(3.1)
(.2)
(.1)
(3.3)
(.1)
(.2)
.1
Effective income tax rate
34.0% 30.9% 33.4%
or liabilities and their reported amounts in the financial
During April 2014, the Company reached an
statements. Valuation allowances are established to
agreement with the Internal Revenue Service with
reduce the carrying amounts of deferred tax assets
respect to its review of the Company’s federal income
when it is deemed more likely than not that the benefit
tax returns for the three years ended April 2013. No
32 NATIONAL BEVERAGE CORP.
material adjustments were proposed and, accordingly,
is resolved. While it is often difficult to predict the final
the Company adjusted the related unrecognized tax
outcome or the timing of resolution of any particular
benefits during the fourth quarter of Fiscal 2014.
uncertain tax position, we believe that our unrecognized
As of May 2, 2015, the gross amount of
tax benefits reflect the most probable outcome.
unrecognized tax benefits was $1.8 million and
We adjust these unrecognized tax benefits, as well
$191,000 was recognized as a tax benefit in Fiscal
as the related interest, in light of changing facts
2015. If we were to prevail on all uncertain tax positions,
and circumstances. The resolution of any particular
the net effect would be to reduce our tax expense by
uncertain tax position could require the use of cash
approximately $1.2 million. A reconciliation of the
and an adjustment to our provision for income taxes
changes in the gross amount of unrecognized tax
in the period of resolution. Federal income tax returns
benefits, which amounts are included in other liabilities
for fiscal years subsequent to 2013 are subject to
in the accompanying consolidated balance sheets, is
examination. Generally, the income tax returns for the
as follows:
(In thousands)
Beginning balance
Increases due to current
period tax positions
Decreases due to lapse of
statute of limitations and
audit resolutions
Fiscal
2015
Fiscal
2014
Fiscal
2013
$ 2,123
$ 4,349
$ 4,548
122
268
415
various state jurisdictions are subject to examination
for fiscal years ending after fiscal 2010.
8. STOCK-BASED COMPENSATION
Our stock-based compensation program is a broad-
based program designed to attract and retain
employees while also aligning employees’ interests
(444)
(2,494)*
(614)
with the interests of the shareholders.
Ending balance
$ 1,801
$ 2,123
$ 4,349
The 1991 Omnibus Incentive Plan (the “Omnibus
* Includes $1,907 related to the Internal Revenue Service review of the
Company’s federal income tax returns for the three years ended April 2013
noted above.
Plan”) provides for compensatory awards consisting of
(i) stock options or stock awards for up to 4,800,000
We recognize accrued interest and penalties
related to unrecognized tax benefits in income tax
expense. As of May 2, 2015, unrecognized tax benefits
included accrued interest of $269,000, of which
approximately $82,000 was recognized as a tax
benefit in Fiscal 2015.
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,
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
2015 ANNUAL REPORT 33
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
is limited to 1,680,000 during any year. Awards may be
grant. The fair value of stock options is amortized to
granted for no cash consideration or such minimal
expense over the vesting period. Stock options granted
cash consideration as may be required by law. Options
were 276,800 shares in Fiscal 2015, 5,245 shares in
generally have an exercise price equal to the fair market
Fiscal 2014 and 2,000 shares in Fiscal 2013. The
value of our common stock on the date of grant, vest
weighted average Black-Scholes fair value assumptions
over a five-year period and expire after ten years.
for stock options granted are as follows: weighted
The Special Stock Option Plan provides for the
average expected life of 7.4 years for Fiscal 2015, 8
issuance of stock options to purchase up to an
years for Fiscal 2014 and 8 years for Fiscal 2013;
aggregate of 1,800,000 shares of common stock.
weighted average expected volatility of 32.8% for Fiscal
Options may be granted for such consideration as
2015, 35.8% for Fiscal 2014 and 38.1% for Fiscal 2013;
determined by the Board of Directors. The vesting
weighted average risk free interest rates of 2.2% for
schedule and exercise price of these options are tied
Fiscal 2015, 1.9% for Fiscal 2014 and 1.6% for Fiscal
to the recipient’s ownership level of common stock
2013; and expected dividend yield of 4.6% for Fiscal
and the terms generally allow for the reduction in
2015, 4.6% for Fiscal 2014 and 5.0% for Fiscal 2013.
exercise price upon each vesting period. Also, the
The expected life of stock options was estimated
Board of Directors authorized the issuance of options
based on historical experience. The expected volatility
to purchase up to 50,000 shares of common stock to
was estimated based on historical stock prices for a
be issued at the direction of the Chairman.
period consistent with the expected life of stock
The Key Employee Equity Partnership Program
options. The risk free interest rate was based on the
(“KEEP Program”) provides for the granting of stock
U.S. Treasury constant maturity interest rate whose
options to purchase up to 240,000 shares of common
term is consistent with the expected life of stock
stock to key employees, consultants, directors and
options. Forfeitures were estimated based on historical
officers. Participants who purchase shares of stock in
experience and ranged from 0% to 16% for Fiscal
the open market receive grants of stock options equal
2015, Fiscal 2014 and Fiscal 2013.
to 50% of the number of shares purchased, up to a
The following is a summary of stock option activity
maximum of 6,000 shares in any two-year period.
for Fiscal 2015:
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
Number
of Shares Price(a)
Options outstanding, beginning of year
Granted
Exercised
Cancelled
404,355
276,800
(50,220)
(17,800)
$ 6.67
17.84
4.55
16.26
Options outstanding, end of year
613,135
$ 11.23
Options exercisable, end of year
265,437
$ 5.93
(a) Weighted average exercise price.
34 NATIONAL BEVERAGE CORP.
Stock-based compensation expense was $307,000
We have a stock purchase plan which provides for
for Fiscal 2015, $95,000 for Fiscal 2014 and $230,000
the purchase of up to 1,536,000 shares of common
for Fiscal 2013. The total fair value of shares vested
stock by employees who (i) have been employed for at
was $371,000 for Fiscal 2015, $90,000 for Fiscal 2014
least two years, (ii) are not part-time employees and
and $453,000 for Fiscal 2013. The total intrinsic value
(iii) are not owners of five percent or more of our
for stock options exercised was $917,000 for Fiscal
common stock. As of May 2, 2015, no shares have
2015, $76,000 for Fiscal 2014 and $406,000 for Fiscal
been issued under the plan.
2013. Net cash proceeds from the exercise of stock
options were $228,000 for Fiscal 2015, $47,000 for
9. PENSION PLANS
Fiscal 2014 and $239,000 for Fiscal 2013. Stock based
The Company contributes to certain pension plans
income tax benefits aggregated $240,000 for Fiscal
under collective bargaining agreements and to a
2015, $17,000 for Fiscal 2014 and $201,000 for Fiscal
discretionary profit sharing plan. Total contributions
2013. The weighted average fair value for stock options
(including contributions to multi-employer plans
granted was $8.30 for Fiscal 2015, $12.50 for Fiscal
reflected below) were $2.7 million for Fiscal 2015, $2.7
2014 and $8.76 for Fiscal 2013.
million for Fiscal 2014 and $2.6 million for Fiscal 2013.
As of May 2, 2015, unrecognized compensation
The Company participates in various multi-
expense related to the unvested portion of our stock
employer defined benefit pension plans covering
options was $872,000, which is expected to be
certain employees whose employment is covered
recognized over a weighted average period of 5.7
under collective bargaining agreements. If the
years. The weighted average remaining contractual
Company chooses to stop participating in the multi-
term and the aggregate intrinsic value for options
employer plan or if other employers choose to withdraw
outstanding as of May 2, 2015 was 4.3 years and $6.9
to the extent that a mass withdrawal occurs, the
million, respectively. The weighted average remaining
Company could be required to pay the plan a
contractual term and the aggregate intrinsic value for
withdrawal liability based on the underfunded status
options exercisable as of May 2, 2015 was 2.7 years
of the plan.
and $4.4 million, respectively.
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”) and the zone
status under the Pension Protection Act (“PPA”). The most recent PPA zone status available in Fiscal 2015 and
Fiscal 2014 is for the plans’ years ending December 31, 2013 and 2012, respectively.
Pension Fund
PPA Zone Status
Fiscal
2015
Fiscal
2014
FIP/RP Status
Surcharge
Imposed
Central States, Southeast and Southwest Areas Pension Plan
(EIN no. 36-6044243) (the “CSSS Fund”)
Red
Red
Implemented
Western Conference of Teamsters Pension Trust Fund
(EIN no. 91-6145047) (the “WCT Fund”)
Green
Green
Not applicable
No
No
2015 ANNUAL REPORT 35
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the plan years ended December 31, 2013 and
payment and recognized on a straight-line basis over
December 31, 2012, the Company was not listed in the
the lease term. Rent expense under operating lease
Form 5500 Annual Returns as providing more than
agreements totaled approximately $8.2 million for
5% of the total contributions for the above plans. The
Fiscal 2015, $7.9 million for Fiscal 2014 and $8.9 million
collective bargaining agreements expire on October
for Fiscal 2013.
18, 2016 for the CSSS Fund and May 14, 2016 for the
Our minimum lease payments under non-
WCT Fund.
cancelable operating leases as of May 2, 2015 were
The Company’s contributions for all multi-employer
as follows:
pension plans for the last three fiscal years are
$ 5,399
4,620
3,789
3,341
2,639
2,406
$ 22,194
as follow:
(In thousands)
Pension Fund
CSSS Fund
WCT Fund
Other multi-employer
pension funds
Fiscal
2015
$1,103
637
Fiscal
2014
Fiscal
2013
$1,079
476
$1,051
471
(In thousands)
Fiscal 2016
Fiscal 2017
Fiscal 2018
Fiscal 2019
Fiscal 2020
Thereafter
306
295
262
Total minimum lease payments
Total
$2,046
$1,850
$1,784
The trustees of one of the multi-employer pension
plans that is not considered individually significant
have notified a subsidiary of the Company that a mass
withdrawal has occurred and have provided the
subsidiary with a notice of withdrawal liability. The
Company disputes various aspects of the withdrawal
As of May 2, 2015, we guaranteed the residual
value of certain leased equipment in the amount of
$4.9 million. If the proceeds from the sale of such
equipment are less than the balance required by the
lease when the lease terminates on August 1, 2017, the
Company shall be required to pay the difference up to
such guaranteed amount. The Company expects to
liability calculations and intends to challenge them
have no loss on such guarantee.
in accordance with applicable Federal laws. The
Company anticipates that the amount of its liability, if
any, will not have a material effect on its financial
position or results of operations.
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 May 2, 2015, we had
purchase commitments for raw materials of $54.0
10. COMMITMENTS AND CONTINGENCIES
million for Fiscal 2016.
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
From time to time, we are a party to various
litigation matters and claims 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
into account when calculating the minimum lease
of operations.
36 NATIONAL BEVERAGE CORP.
11. QUARTERLY FINANCIAL DATA (UNAUDITED)
(In thousands, except per share amounts)
FISCAL 2015
Net sales
Gross profit
Net income
Earnings per common share—basic
Earnings per common share—diluted
FISCAL 2014(1)
Net sales
Gross profit
Net income
Earnings per common share—basic
Earnings per common share—diluted
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
$ 174,637
59,842
15,363
.33
.33
$
$
$ 163,575
57,732
12,958
.28
.28
$
$
$ 143,021
46,090
8,808
.19
.19
$
$
$ 164,592
55,476
12,182
.26
.26
$
$
$ 172,353
58,749
12,070
.26
.26
$
$
$ 167,666
58,830
12,497
.27
.27
$
$
$ 136,774
44,688
7,136
.15
.15
$
$
$ 164,342
55,388
11,932
.25
.25
$
$
(1) The fourth quarter of Fiscal 2014 consisted of 14 weeks while other quarters consisted of 13 weeks.
2015 ANNUAL REPORT 37
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
National Beverage Corp.
We have audited the accompanying consolidated
balance sheets of National Beverage Corp. as of May
2, 2015 and May 3, 2014 and the related consolidated
statements of income, comprehensive income,
shareholders’ equity and cash flows for each of the
years in the three-year period ended May 2, 2015.
We also have audited National Beverage Corp.’s
internal control over financial reporting as of May
2, 2015, based on criteria established in Internal
Control—Integrated Framework issued by the
Committee of Sponsoring Organizations of the
Treadway Commission (COSO) in 2013. 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.
38 NATIONAL BEVERAGE CORP.
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 consolidated financial statements
referred to above present fairly, in all material respects,
the financial position of National Beverage Corp. as of
May 2, 2015 and May 3, 2014 and the results of their
operations and their cash flows for each of the years in
the three-year period ended May 2, 2015, 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
May 2, 2015, based on criteria established in Internal
Control—Integrated Framework
issued by the
Committee of Sponsoring Organizations of the
Treadway Commission (COSO) in 2013.
McGladrey LLP
West Palm Beach, Florida
July 16, 2015
MARKET FOR REGISTRANT’S COMMON EQUIT Y, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUIT Y SECURITIES
The common stock of National Beverage Corp., par
dividends on this amount at an annual rate of 3%
value $.01 per share, (“Common Stock”) is listed on
through April 30, 2014 and, thereafter, at an annual
The NASDAQ Global Select Market under the symbol
rate equal to 370 basis points above the 3-Month
“FIZZ”. The following table shows the range of high
LIBOR. Dividends are cumulative and payable quarterly.
and low prices per share of the Common Stock for the
The Series D Preferred is nonvoting and redeemable at
fiscal quarters indicated:
Fiscal Year Ended
May 2, 2015
Low
High
May 3, 2014
Low
High
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
$19.97
$25.50
$27.32
$25.00
$15.42
$17.58
$21.00
$21.00
$18.66
$18.96
$21.71
$22.26
$14.48
$15.63
$18.06
$18.58
the option of the Company since 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
At July 6, 2015, there were approximately 8,000
were used to repay borrowings under the Credit
holders of our Common Stock, the majority of which
Facilities. The Series D Preferred was issued by the
hold their shares in the names of various dealers and/
Company pursuant to the exemption from registration
or clearing agencies.
provided by Section 4(2) of the Securities Act of 1933.
The Company paid special cash dividends on
On May 2, 2014, the Company redeemed 160,000
Common Stock of $118.1 million ($2.55 per share) on
shares of Series D Preferred, representing 40% of the
December 27, 2012.
amount outstanding, for an aggregate price of $8
In April 2012, the Board of Directors authorized an
million plus accrued dividends. In conjunction with the
increase in the Company’s Stock Buyback Program
partial redemption, the annual dividend rate on the
from 800,000 to 1.6 million shares of Common Stock.
outstanding Series D Preferred was reduced to 2.5%
As of May 2, 2015, 502,060 shares were purchased
for the twelve-month period beginning May 1, 2014.
under the program and 1,097,940 shares were available
On May 1, 2015, the Company and the holders of the
for purchase. There were no shares of Common Stock
Series D Preferred agreed to extend the 2.5% annual
purchased during the last three fiscal years.
dividend rate on the outstanding Series D Preferred
On January 25, 2013, the Company sold 400,000
through April 30, 2016.
shares of Special Series D Preferred Stock, par value
On August 1, 2014, the Company redeemed
$1 per share (“Series D Preferred”) for an aggregate
120,000 shares of Series D Preferred, representing
purchase price of $20 million. Series D Preferred has a
50% of the amount outstanding, for an aggregate price
liquidation preference of $50 per share and accrues
of $6 million plus accrued dividends.
2015 ANNUAL REPORT 39
PERFORMANCE GRAPH
The following graph shows a comparison of the five-year cumulative returns of an investment of $100 cash on May
1, 2010, 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 1, 2010 provided a
compounded annual return of approximately 21.5% as of May 2, 2015.
Comparison of 5-Year Cumulative Total Return
among National Beverage Corp., the NASDAQ Composite Index, and a Peer Group
$280
$260
$240
$220
$200
$180
$160
$140
$120
$100
$80
$60
$40
$20
0
5/1/10
4/30/11
4/28/12
4/27/13
5/3/14
5/2/15
National Beverage
NASDAQ Composite
Peer Group
National Beverage Corp.
NASDAQ Composite
Peer Group
5/1/10
4/30/11
4/28/12
4/27/13
5/3/14
5/2/15
$100.00
100.00
100.00
$140.51
117.84
116.43
$148.18
127.17
95.35
$172.25
137.74
128.54
$227.11
175.48
125.48
$265.06
215.51
155.57
280
260
240
220
200
180
160
140
120
100
80
60
40
20
0
5/01/10
4/30/11
4/28/12
4/27/13
5/03/14
5/21/15
40 NATIONAL BEVERAGE CORP.
CORPORATE DATA
D I R E C T O R S
S U B S I D I A R Y M A N AG E M E N T
Michael J. Bahr
Executive Vice President
Shasta West
James C.T. Bolton
Executive Vice President
PACO, 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–Sales
Shasta Beverages, Inc.
Stephen E. Flis
Executive Vice President
Shasta Sweetener, Inc.
Arthur D. Hanrehan
Executive Vice President
National BevPak
James M. Jones
Executive Vice President
Shasta Foodservice
John F. Hlebica
Vice President
Shasta Beverages
International
Chad M. Palma
Vice President
BevCo Sales
Worth B. Shuman III
Vice President
Military Sales
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
CO R P O R AT E M A N AG 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
Gregory P. Cook
Vice President–Controller &
Chief Accounting Officer
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
Dominic H. Angelina
Director–Internal Audit
Richard S. Berkes
Director–Risk Management
Glenn G. Bryan
Director–Tax
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S U B S I D 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
CO R P O R AT E O F F I C E S
8100 Southwest Tenth Street
Fort Lauderdale, FL 33324
954-581-0922
A N N UA L M E E T I N G
The Annual Meeting of
Shareholders will be held on
Friday, October 2, 2015 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 R M AT I O N
Copies of National Beverage
Corp.’s Annual Report, Annual
Report on Form 10-K and
supplemental quarterly
financial data are available
free of charge on our website
or by contacting our
Shareholder Relations
department at the
Company’s corporate
address or 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 CK E XCH A N G E L I S T I N G
Common Stock is listed on
The NASDAQ Global Select
Market–symbol FIZZ.
T R A N S F E R AG E N T A N D
R E G I S T R A R
Computershare
250 Royall Street
Canton, MA 02021
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 ACCO U N T I N G F I R M
McGladrey LLP
West Palm Beach, FL
National Beverage Corp., 8100 Southwest Tenth Street, Fort Lauderdale, Florida 33324
954.581.0922 www.nationalbeverage.com