SEC Filing | National Beverage Corp.

1 =============================================================================== FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 30, 1999 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-14170 NATIONAL BEVERAGE CORP. (Exact name of registrant as specified in its charter) DELAWARE 59-2605822 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) ONE NORTH UNIVERSITY DRIVE, FT. LAUDERDALE, FL 33324 ---------------------------------------------- -------------- (Address of principal executive offices) (Zip Code) (954) 581-0922 --------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (X) No ( ) The number of shares of Registrant's common stock outstanding as of March 9, 1999 was 18,446,308. ===============================================================================

2 NATIONAL BEVERAGE CORP. QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JANUARY 30, 1999 INDEX PART I - FINANCIAL INFORMATION Page ---- Item 1. Financial Statements Condensed Consolidated Balance Sheets as of January 30, 1999 and May 2, 1998 ......................................... 3 Condensed Consolidated Statements of Income for the three months and nine months ended January 30, 1999 and January 31, 1998 ........................................................... 4 Condensed Consolidated Statements of Cash Flows for the nine months ended January 30, 1999 and January 31, 1998 ........................................................... 5 Notes to Condensed Consolidated Financial Statements ........................... 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations................................... 9 PART II - OTHER INFORMATION Item 1. Legal Proceedings .......................................................... 14 Item 6. Exhibits and Reports on Form 8-K............................................ 14 2

3 NATIONAL BEVERAGE CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JANUARY 30, 1999 AND MAY 2, 1998 (In thousands, except share amounts) (Unaudited) January 30, May 2, 1999 1998 ----------- ------ Assets Current assets: Cash and equivalents $ 32,354 $ 40,447 Trade receivables - net of allowances of $604 (January 30, 1999) and $715 (May 2, 1998) 23,371 35,781 Inventories 25,455 23,402 Deferred income taxes 1,782 2,154 Prepaid and other 5,648 5,557 ---------- ----------- Total current assets 88,610 107,341 Property - net 55,775 55,945 Intangible assets - net 14,575 14,973 Other assets 5,308 4,068 ---------- ----------- $ 164,268 $ 182,327 ========== =========== Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 20,143 $ 37,065 Accrued liabilities 12,564 18,606 Income taxes payable 136 879 Current portion of long-term debt -- 393 ---------- ----------- Total current liabilities 32,843 56,943 Long-term debt 40,267 41,600 Deferred income taxes 7,906 8,332 Other liabilities 4,606 5,472 Commitments and contingencies Shareholders' equity: Preferred stock, 7% cumulative, $1 par value, aggregate liquidation preference of $15,000 - 1,000,000 shares authorized; 150,000 shares issued; no shares outstanding 150 150 Common stock, $.01 par value - Authorized 50,000,000 shares; Issued 22,036,012 shares (22,025,212 shares - May 2, 1998) 220 220 Additional paid-in capital 15,180 15,118 Retained earnings 77,327 67,973 Treasury stock - at cost: Preferred stock - 150,000 shares (5,100) (5,100) Common stock - 3,608,104 shares (3,530,724 shares - May 2, 1998) (9,131) (8,381) ---------- ---------- Total shareholders' equity 78,646 69,980 ---------- ---------- $ 164,268 $ 182,327 ========== ========== See accompanying Notes to Condensed Consolidated Financial Statements. 3

4 NATIONAL BEVERAGE CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE MONTHS AND NINE MONTHS ENDED JANUARY 30, 1999 AND JANUARY 31, 1998 (In thousands, except per share amounts) (Unaudited) Three Months Ended Nine Months Ended --------------------- ---------------------- 1999 1998 1999 1998 ---------- --------- ---------- --------- Net sales $ 74,393 $ 78,673 $ 297,556 $ 294,919 Cost of sales 51,006 55,320 199,661 202,359 ---------- --------- ---------- --------- Gross profit 23,387 23,353 97,895 92,560 Selling, general and administrative expenses 22,832 21,295 81,375 74,299 Interest expense 721 955 2,585 3,225 Other income - net 203 381 1,008 1,191 ---------- --------- ---------- --------- Income before income taxes 37 1,484 14,943 16,227 Provision for income taxes 14 555 5,589 6,069 ---------- --------- ---------- --------- Net income $ 23 $ 929 $ 9,354 $ 10,158 ========== ========= ========== ========= Earnings per common share - Basic $ .00 $ .05 $ .50 $ .55 ========== ========= ========== ========= Diluted $ .00 $ .05 $ .48 $ .53 ========== ========= ========== ========= Outstanding and dilutive shares - Average shares outstanding 18,482 18,486 18,488 18,473 Dilutive stock options 805 822 827 850 ---------- --------- ---------- --------- 19,287 19,308 19,315 19,323 ========== ========= ========== ========= See accompanying Notes to Condensed Consolidated Financial Statements. 4

5 NATIONAL BEVERAGE CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED JANUARY 30, 1999 AND JANUARY 31, 1998 (In thousands) (Unaudited) 1999 1998 ---------- ---------- OPERATING ACTIVITIES: Net income $ 9,354 $ 10,158 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 6,973 6,661 Deferred income tax provision (benefit) (54) 110 Loss on sale of property 96 55 Changes in: Trade receivables 12,415 1,506 Inventories (2,053) 906 Prepaid and other assets (3,205) (2,145) Accounts payable (16,922) (7,470) Other liabilities, net (7,625) (755) ---------- ---------- Net cash provided by (used in) operating activities (1,021) 9,026 ---------- ---------- INVESTING ACTIVITIES: Property additions (4,653) (2,642) Proceeds from disposal of property 26 196 ---------- ---------- Net cash used in investing activities (4,627) (2,446) ---------- ---------- FINANCING ACTIVITIES: Debt borrowings 7,000 8,300 Debt repayments (8,726) (22,009) Repurchase of common stock (750) -- Proceeds from stock options exercised 31 61 ---------- ---------- Net cash used in financing activities (2,445) (13,648) ---------- ---------- NET DECREASE IN CASH AND EQUIVALENTS (8,093) (7,068) CASH AND EQUIVALENTS - BEGINNING OF YEAR 40,447 37,257 ---------- ---------- CASH AND EQUIVALENTS - END OF PERIOD $ 32,354 $ 30,189 ========== ========== OTHER CASH FLOW INFORMATION: Interest paid $ 2,290 $ 3,436 Income taxes paid 6,864 4,430 See accompanying Notes to Condensed Consolidated Financial Statements. 5

6 NATIONAL BEVERAGE CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JANUARY 30, 1999 (UNAUDITED) 1. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of National Beverage Corp. and its subsidiaries (the "Company") have been prepared in accordance with generally accepted accounting principles for interim financial information. The financial statements do not include all information and notes required by generally accepted accounting principles for complete financial statements. Except for the matters disclosed, however, there has been no material change in the information disclosed in the notes to consolidated financial statements for the fiscal year ended May 2, 1998. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Results for the interim periods presented are not necessarily indicative of results which might be expected for the entire fiscal year. Certain prior year amounts have been reclassified to conform to the current year presentation. 2. INVENTORIES Inventories are stated at the lower of first-in, first-out cost or market. Inventories at January 30, 1999 are comprised of finished goods of $13,264,000 and raw materials of $12,191,000. Inventories at May 2, 1998 are comprised of finished goods of $11,868,000 and raw materials of $11,534,000. 3. PROPERTY Property consists of the following: (In thousands) January 30, 1999 May 2, 1998 ------------------ ---------------- Land $ 8,897 $ 8,897 Buildings and improvements 31,709 31,520 Machinery and equipment 81,273 77,888 ------------------ ---------------- Total 121,879 118,305 Less accumulated depreciation (66,104) (62,360) ------------------ ---------------- Property - net $ 55,775 $ 55,945 ================== ================ Depreciation expense was $1,514,000 and $4,701,000 for the three and nine month periods ended January 30, 1999, respectively, and $1,613,000 and $4,810,000 for the three and nine month periods ended January 31, 1998, respectively. 6

7 4. DEBT Debt consists of the following: (In thousands) January 30, 1999 May 2, 1998 ------------------ ---------------- Senior Notes (see below) $16,667 $25,000 Credit Facilities (see below) 7,000 -- Term Loan Facility (see below) 16,600 16,600 Other -- 393 ------------------ ---------------- Total 40,267 41,993 Less current portion -- (393) ------------------ ---------------- Long-term portion $40,267 $41,600 ================== ================ A subsidiary of NBC has outstanding 9.95% unsecured senior notes in the original principal amount of $50 million (the "Senior Notes") payable in annual principal installments of $8.3 million through November 1, 2000. Additionally, the subsidiary has two unsecured revolving credit facilities aggregating $45 million (the "Credit Facilities") and a $16.6 million unsecured term loan facility ("Term Loan Facility") with banks. The Credit Facilities expire December 9, 2000 and August 31, 2000, and bear interest at 1/2% below the banks' reference rate or 1% above LIBOR, at the subsidiary's election. The Term Loan Facility is repayable in installments from May 1999 through November 1999, and bears interest at the bank's reference rate or 1 1/4% above LIBOR, at the subsidiary's election. The Company intends to utilize its existing long-term credit facilities to fund the next principal payment due on its Senior Notes and Term Loan Facility. Certain of the Company's debt agreements contain restrictions which require the subsidiary to maintain certain financial ratios and minimum net worth, and limit the subsidiary with respect to incurring certain additional indebtedness, paying cash dividends and making certain loans, advances or other investments. At January 30, 1999, net assets of the subsidiary totaling approximately $54 million were restricted from distribution. The Company was in compliance with all loan covenants and restrictions, and such restrictions are not expected to have a material adverse impact on the operations of the Company. 5. COMMITMENTS AND CONTINGENCIES Albert H. Kahn v. Nick A. Caporella, et al., Civil Action No. 11890 was filed in December 1990 by a shareholder of Burnup & Sims Inc. ("BSI"), now MasTec, Inc., in the Court of Chancery of the State of Delaware in and for New Castle County against the Company, the members of the Board of Directors of BSI and against BSI. In May 1993, plaintiff amended its class action and shareholder derivative complaint (the "Amended Complaint"). The class action claims allege, among other things, that the Board of Directors of BSI, and the Company, as its largest shareholder, breached their respective fiduciary duties in approving (i) the dividend by BSI of its shares of the Company common stock (the "Distribution") and (ii) the exchange of certain shares of BSI's common stock held by the Company for certain indebtedness of the Company held by BSI (the "Exchange"; the Distribution and the Exchange are hereafter referred to as the "1991 Transaction"), in allegedly placing the interests of the Company ahead of the interests of other shareholders of BSI. The derivative action claims allege, among other things, that the Board of Directors of BSI breached their fiduciary duties by approving executive officer compensation 7

8 arrangements, by financing the Company's operations on a current basis, and by permitting the interests of BSI to be subordinated to those of the Company. In the lawsuit, plaintiff seeks to rescind the 1991 Transaction and to recover unspecified damages. The defendants, including the Company, have moved to dismiss the actions for failure to make a demand and state a claim upon which relief can be granted. The motion is still pending. In November 1993, plaintiff filed a class action and derivative complaint, Civil Action No. 13248 (the "1993 Complaint") against the Company, BSI, the members of the Board of Directors of BSI, and certain other defendants (referred to as "Other Defendants"). In December 1993, plaintiff amended the 1993 Complaint (the "1993 Amended Complaint"). The 1993 Amended Complaint alleges, among other things, that the Board of Directors of BSI, and the Company, as BSI's largest shareholder, breached their respective fiduciary duties by approving an agreement dated October 15, 1993, as amended, between BSI and the Other Defendants (the "Acquisition Agreement") and the exchange of 3,153,847 shares of BSI common stock owned by the Company for certain indebtedness owed to BSI by the Company (the "Redemption") which, according to the allegations of the 1993 Complaint, benefits the President and Chief Executive Officer of the Company at the expense of BSI's shareholders. On November 29, 1993, plaintiff filed a motion for an order preliminary and permanently enjoining the transactions under the Acquisition Agreement and the Redemption. On March 7, 1994, the court heard oral arguments with respect to plaintiff's motion to enjoin the transactions and, on March 10, 1994, the court denied plaintiff's request for injunctive relief finding that plaintiff had not established a likelihood of success on the merits and that, in any event, the equities did not favor the imposition of injunctive relief. There has been no further discovery or other court proceedings since May 1995. Management believes that the allegations in the complaint, the Amended Complaint, the 1993 Complaint and the 1993 Amended Complaint are without merit, and intends to vigorously defend these actions. The Company is a defendant in various other lawsuits arising in the ordinary course of business. In the opinion of management, the ultimate disposition of the foregoing lawsuits will not have a material adverse effect on the Company's consolidated financial position or results of operations. In the ordinary course of its business, the Company enters into commitments for the supply of certain raw materials, none of which are material to the Company's financial position. 6. CAPITAL STOCK During the nine months ended January 30, 1999, options for 10,800 shares were exercised at prices ranging from $2.09 to $5.00 per share and options for 108,050 shares were granted at an exercise price of $9.88. At January 30, 1999, options to purchase 1,215,336 shares at a weighted average exercise price of $3.25 (ranging from $.13 to $13.50 per share) were outstanding and stock-based awards to purchase 414,104 shares of common stock were available for grant. During the nine months ended January 30, 1999, the Company purchased 77,380 shares of its common stock. Such shares are classified as treasury stock. 8

9 PART I - FINANCIAL INFORMATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS National Beverage Corp. (the "Company") is a holding company for various subsidiaries that market, manufacture and distribute a full line of beverage products: Shasta(R), Faygo(R) and Big Shot(R) multi-flavored and cola soft drinks; Everfresh(R) juice and juice-enriched products; LaCROIX(R) and Mt. Shasta(TM) spring and carbonated water products; ClearFruit (R), Spree(R) and nuAnce(R) flavored carbonated and non-carbonated beverages; and specialty items, VooDoo Rain(TM), Creepy Coolers(TM) and St. Nick's(TM). Substantially all of the Company's brands are produced in its fourteen manufacturing facilities that are strategically located throughout the continental United States. The Company also develops and produces branded soft drinks for retail grocery chains, warehouse clubs, mass-merchandisers and wholesalers ("allied brands") as well as soft drinks for other beverage companies ("manufacturing services"). The Company's strategy emphasizes the growth of its branded products by offering a beverage portfolio of proprietary flavors; by supporting the franchise value of regional brands; by developing and acquiring innovative products tailored toward healthy lifestyles; and by appealing to the "quality-price" sensitivity factor of the family consumer. In addition, the Company seeks to utilize the strength of its brands and location of its manufacturing facilities to be a single source supplier of branded and allied branded beverages for national and large regional retailers. These "Strategic Alliances" provide for retailer promotional support for the Company's brands through in-store and point-of-sale advertising, and provide nationally integrated manufacturing and distribution services for the retailer's own branded products. Various means are utilized by the Company to maintain its position as a cost-effective producer of its beverage products. These include vertical integration of the supply of raw materials for the manufacturing process, bulk delivery to customer distribution centers, regionally targeted media promotions and the use of multiple distribution systems. Management believes it is able to offer retailers a higher profit margin on Company branded products and allied brands than is typically available from the sale of nationally distributed products. Industry soft drink sales are seasonal with the highest volume typically realized during the summer months. Additionally, the Company's operating results are subject to numerous factors, including fluctuations in the costs of raw materials, changes in consumer preference for beverage products and competitive pricing in the marketplace. During recent months, the Company has experienced heightened price competition within several of its key markets, and there can be no assurance that such conditions will not continue. 9

10 RESULTS OF OPERATIONS THREE MONTHS ENDED JANUARY 30, 1999 (THIRD QUARTER OF FISCAL 1999) COMPARED TO THREE MONTHS ENDED JANUARY 31, 1998 (THIRD QUARTER OF FISCAL 1998) Net sales for the quarter ended January 30, 1999 decreased approximately 5% over the third quarter of the prior year. This decline was primarily attributable to a decrease in volume for allied brands and, in certain markets, decreases in net selling prices resulting from competitive pricing. The decline was partially offset by favorable changes in product and distribution mix for the Company's brands. Gross profit increased to approximately 31% of net sales for the third quarter of fiscal 1999 from 30% of net sales for the third quarter of fiscal 1998. This increase was due to the favorable changes in product and distribution mix noted above, including an increase in higher margin products distributed through the convenience channel. Selling, general and administrative expenses increased approximately $1.5 million to $22.8 million for the third quarter of fiscal 1999. This increase is due to higher delivery costs associated with the convenience channel growth and higher marketing costs, including expanded in-store advertising and other merchandising programs related to the Strategic Alliance program. Interest expense declined during the third quarter of fiscal 1999 compared to the prior year due to a reduction in debt outstanding. See Note 4 of Notes to Condensed Consolidated Financial Statements. The effective rate for income taxes, based upon estimated annual income tax rates, approximated 37% of income before taxes for both the third quarter of fiscal 1999 and fiscal 1998. The difference between the effective rate and the federal statutory rate of 35% was primarily due to the effects of state income taxes and non-deductible expenses. Net income decreased to $23,000 for the quarter ended January 30, 1999, from $929,000, or $.05 per share, for the quarter ended January 31, 1998. 10

11 NINE MONTHS ENDED JANUARY 30, 1999 (FIRST NINE MONTHS OF FISCAL 1999) COMPARED TO NINE MONTHS ENDED JANUARY 31, 1998 (FIRST NINE MONTHS OF FISCAL 1998) Net sales for the nine months ended January 30, 1999 increased approximately $2.6 million, or 1%, over the first nine months of the prior year. This growth was primarily the result of favorable changes to the product and distribution mix, and an increase in branded case volume related to the Strategic Alliance program. Gross profit increased to approximately 33% of net sales for the first nine months of fiscal 1999 from 31% of net sales for the first nine months of fiscal 1998. This improvement is primarily due to an increase in higher margin branded case volume related to the changes in product and distribution mix. Selling, general and administrative expenses increased approximately $7.1 million to 27% of net sales for the first nine months of fiscal 1999 from 25% of net sales for the first nine months of fiscal 1998. This increase is primarily due to the higher delivery and marketing costs discussed above and higher selling costs related to an increase in direct sales personnel. Interest expense declined during the nine months compared to the prior year due to a reduction in debt outstanding. See Note 4 of Notes to Condensed Consolidated Financial Statements. The effective rate for income taxes, based upon estimated annual income tax rates, approximated 37% of income before taxes for both the first nine months of fiscal 1999 and fiscal 1998. The difference between the effective rate and the federal statutory rate of 35% was primarily due to the effects of state income taxes and non-deductible expenses. Net income decreased to $9.4 million or $.50 per share for the nine months ended January 30, 1999, from $10.2 million or $.55 per share for the nine months ended January 31, 1998. 11

12 FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES JANUARY 30, 1999 COMPARED TO MAY 2, 1998 Management views earnings before interest expense, taxes, depreciation and amortization ("EBITDA") as a key indicator of the Company's operating performance and enterprise value, although not as a substitute for cash flow from operations or operating income. During the nine months ended January 30, 1999, the Company generated EBITDA of $24.5 million, as compared to EBITDA of $26.1 million for the same period last year. EBITDA for the twelve-month period ended January 30, 1999 was $32.7 million, as compared to EBITDA of $33.2 million for the prior twelve-month period. For the nine months ended January 30, 1999, net cash used in operating activities of $1.0 million was comprised of income of $9.4 million plus non-cash charges of $7.0 million less cash used for seasonal working capital requirements of $17.4 million. Cash of $4.6 million was used for capital expenditures. At January 30, 1999, the Company's ratio of current assets to current liabilities was 2.7 to 1 and the Company had approximately $36.7 million available under its credit agreements. Management believes that its cash and equivalents, together with funds generated from operations and borrowing capabilities, will be sufficient to meet its operating cash requirements in the foreseeable future. The Company is evaluating various capital projects to expand capacity at certain manufacturing facilities. Presently, however, the Company has no material commitments for capital expenditures requiring cash outlays. On January 23, 1998, the Company announced that its Board of Directors authorized the Company to repurchase up to 800,000 shares of its common stock. The Company expects to make such purchases from existing cash balances from time to time through open market purchases, block trades and/or privately negotiated transactions. During the nine months ended January 30, 1999, the Company purchased 77,380 shares of its common stock. See Note 6 of Notes to Condensed Consolidated Financial Statements. At January 30, 1999, the Company had outstanding long-term debt of $40.3 million. Certain debt agreements contain restrictions which require a subsidiary to maintain certain financial ratios and minimum net worth, and limit the subsidiary with respect to incurring certain additional indebtedness, paying cash dividends and making certain loans, advances or other investments. At January 30, 1999, net assets of the subsidiary totaling approximately $54 million were restricted from distribution. Management believes that cash balances of the parent company, when combined with funds available from its subsidiary, provide sufficient liquidity to allow it to meet its current and expected cash obligations. The Company was in compliance with all loan covenants and restrictions at January 30, 1999, and such restrictions are not expected to have a material adverse impact on the operations of the Company. See Note 4 of Notes to Condensed Consolidated Financial Statements. 12

13 YEAR 2000 Many computer systems were designed using two digit date fields for purposes of determining the year. This raises the possibility that these systems will recognize a date using "00" as 1900 rather than 2000, which could result in improper processing of time sensitive data or system failure. The Company is in the process of reviewing its information technology (IT) systems and non-IT systems and modifying those that are subject to this problem. The Company is also in the process of surveying its major suppliers and customers to determine the status of their Year 2000 compliance programs. Based on available information, management believes that the required modifications of its software and equipment will be completed on a timely basis, and that the costs of the Year 2000 compliance program will not have a material effect on the Company's results of operations or financial position. However, due to the various uncertainties involved, the possibility remains that the unsuccessful resolution of Year 2000 issues by the Company or its important suppliers or customers could have a material adverse effect on the Company's results of operations or financial position. FORWARD-LOOKING STATEMENTS Certain statements in this Quarterly Report on Form 10-Q (this "Form 10-Q"), including statements under "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations," constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the following: general economic and business conditions; competition; success of the Company's Strategic Alliance objective; success of the Company in acquiring other beverage businesses; success of new product and flavor introductions; fluctuations in the costs of raw materials; the Company's ability to increase prices; continued retailer support for the Company's brands; changes in consumer preferences; changes in business strategy or development plans; government regulations; regional weather conditions; unanticipated costs or problems relating to Year 2000 compliance; and other factors referenced in this Form 10-Q. The Company will not undertake and specifically declines any obligation to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. 13

14 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS See Note 5 of Notes to Condensed Consolidated Financial Statements. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: Exhibit Number Description ------- ----------- 27 Financial Data Schedule (For SEC Use Only) (b) Reports on Form 8-K: None 14

15 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DATE: March 16, 1999 NATIONAL BEVERAGE CORP. (Registrant) By: \s\ Dean A. McCoy ---------------------------------- Dean A. McCoy Vice President - Controller (On behalf of the Registrant and as Principal Accounting Officer) 15

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A) THE UNAUDITED FINANCIAL STATEMENTS OF THE FILER FOR THE PERIOD ENDED JANUARY 30, 1999 INCLUDED IN ITS QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JANUARY 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH (B) FINANCIAL STATEMENTS. 1,000 9-MOS MAY-01-1999 JAN-30-1999 32,354 0 23,975 604 25,455 88,610 121,879 66,104 164,268 32,843 40,267 0 150 220 78,276 164,268 297,556 297,556 199,661 199,661 0 0 2,585 14,943 5,589 9,354 0 0 0 9,354 .50 .48