National Beverage Corp. Annual Report On Form 10K - 2021
National Beverage Corp. Annual Report On Form 10K - 2021
National Beverage Corp. Annual Report On Form 10K - 2021
FORM 10-K
[✓] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Fiscal Year Ended May 1, 2021
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to _________
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $.01 per share The NASDAQ Global Select Market
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [✓]
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes [ ] No [✓]
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 and (2) has been subject to such filing requirements for the past 90 days.
Yes [✓] No [ ]
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months. Yes [✓] No [ ]
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.: Large accelerated filer [✓] Accelerated
filer [ ] Non-accelerated filer [ ] Smaller reporting company [ ] Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by
the registered public accounting firm that prepared or issued its audit report. [✓]
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [✓]
The aggregate market value of the common stock held by non-affiliates of Registrant computed by reference to the closing sale
price of $39.15 on October 31, 2020 was approximately $912 million.
The number of shares of Registrant’s common stock outstanding as of June 29, 2021 was 93,307,746.
Portions of the Registrant’s Proxy Statement for the 2021 Annual Meeting of Shareholders are incorporated by reference in Part III
of this report.
TABLE OF CONTENTS
PART I
ITEM 1. Business 1
ITEM 1A. Risk Factors 7
ITEM 1B. Unresolved Staff Comments 9
ITEM 2. Properties 9
ITEM 3. Legal Proceedings 9
ITEM 4. Mine Safety Disclosures 9
PART II
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities 10
ITEM 6. Selected Financial Data 11
ITEM 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations 12
ITEM 7A. Quantitative and Qualitative Disclosure About Market Risk 16
ITEM 8. Financial Statements and Supplementary Data 17
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 33
ITEM 9A. Controls and Procedures 33
ITEM 9B. Other Information 33
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 33
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance 34
ITEM 11. Executive Compensation 34
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters 34
ITEM 13. Certain Relationships and Related Transactions, and Director Independence 34
ITEM 14. Principal Accounting Fees and Services 34
PART IV
ITEM 15. Exhibits, Financial Statement Schedules 35
ITEM 16. Form 10-K Summary 35
SIGNATURES 38
PART I
National Beverage Corp. innovatively refreshes America Creative Dynamics – In a beverage industry dominated
with a distinctive portfolio of sparkling waters, juices, by the “cola giants”, we pride ourselves on being able
energy drinks and, to a lesser extent, carbonated to respond faster and more creatively to consumer
soft drinks. We believe our creative product designs, trends than competitors burdened by legacy production
innovative packaging and imaginative flavors, along and distribution complexity and costs. The ability to
with our corporate culture and philosophy, make identify consumer trends and create new market-
National Beverage unique as a stand-alone entity in the leading concepts define our new product development
beverage industry. model. Speed to market with the appropriate concept,
unique flavor creation and trend-forward ‘better-for-
Points of differentiation include the following: you’ ingredients continues to be our goal. Internal
development teams are responsible for concept
Healthy Transformation – We focus on developing creation, packaging and design, which allow for rapid
and delighting consumers with healthier beverages in ‘go to market’ timing and reduced development costs.
response to the global shift in consumer buying habits
and lifestyles. We are committed to tailoring the variety
and types of beverages in our portfolio to satisfy the
preferences of a diverse mix of consumers including
‘crossover consumers’ – a growing group desiring a
healthier alternative to artificially sweetened or high-
calorie beverages.
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NATIONAL BEVERAGE CORP.
Presently, our primary market focus is the United States In Fiscal 2020, LaCroix launched three new naturally-
and Canada. Certain of our products are also distributed essenced flavors of LaCroix: Hi-Biscus is a unique flavor
on a limited basis in other countries and options to expand that adds the delicate essence of the hibiscus flower
distribution to other regions are being considered. to sparkling water, the enticing savor of LimonCello
instantly transports fans to the Italian Riviera and the
National Beverage Corp. is incorporated in Delaware refreshing taste of Pastèque captures the lusciousness
and began trading as a public company on the NASDAQ of a sweet picnic watermelon.
Stock Market in 1991. In this report, the terms “we,”
“us,” “our,” “Company” and “National Beverage” mean During the fourth quarter of Fiscal 2021, LaCroix
National Beverage Corp. and its subsidiaries unless launched its innovative new trio of Beach Plum, Black
indicated otherwise. Razzberry and Guava São Paulo. Beach Plum excites
the imagination and inspires dreams of summer with the
delectable coolness of the luscious fruit native to the east
BRANDS coast of the U.S.; the sweet twist of Black Razzberry
makes taste buds sing with decadent, smooth and
Our brands consist of beverages geared to the active and irresistible fruit flavor; and consumers savor the sweet
health-conscious consumer (“Power+ Brands”) including tropical delicacy and vibrant essence of Guava São
sparkling waters, energy drinks, and juices. Our portfolio Paulo.
of Power+ Brands includes LaCroix®, LaCroix Cúrate®,
and LaCroix NiCola® sparkling water products; Clear These innovative new varieties are part of the LaCroix
Fruit®; Rip It® energy drinks and shots; and Everfresh®, family of 30 refreshingly innocent flavors.
Everfresh Premier Varietals™ and Mr. Pure® 100% juice
and juice-based products. Additionally, we produce LaCroix’s dynamic ‘theme’ LaCroix Cúrate® (‘Cure
and distribute carbonated soft drinks (“CSDs”) including Yourself’) celebrates French sophistication with
Shasta and Faygo, iconic brands whose consumer Spanish zest and bold flavor pairings. Cúrate naturally
loyalty spans more than 130 years. refreshes in tall, sleek 12 oz.
consumer-friendly cans. Eloquent
POWER+ BRANDS – graphics, robust aroma, naturally
‘essenced’ and premium-priced,
LaCroix Cúrate is an attractive alternative
for today’s consumers.
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NATIONAL BEVERAGE CORP.
Everfresh and Mr. Pure CARBONATED SOFT DRINKS –
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NATIONAL BEVERAGE CORP.
facilities enable us to efficiently produce and distribute The take-home distribution channel consists of national
beverages to substantially all geographic markets in and regional grocery stores, club stores, mass-
the United States, including the top 25 metropolitan merchandisers, wholesalers, e-commerce stores, drug
statistical areas. Each facility is generally equipped to stores and dollar stores. We distribute our products
produce both canned and bottled beverage products to this channel primarily through the warehouse
in a variety of package sizes. distribution system and, to a lesser extent, the direct-
store delivery system.
We believe the innovative and
controlled vertical integration Warehouse distribution system products are shipped
of our production facilities from our production facilities to the retailer’s centralized
provides an advantage over distribution centers and then distributed by the retailer
certain of our competitors to each of its store locations with other goods. This
that rely on independent third- method allows our retail partners to further maximize
party bottlers to manufacture their assets by utilizing their ability to pick-up product at
and market their products. our warehouses, thus lowering their/our product costs.
Since we control all national Products sold through the direct-store delivery system
production, distribution and marketing of our brands, are distributed directly to the customer’s retail outlets
we believe we can more effectively manage quality by our direct-store delivery fleet and by independent
control and consumer appeal while responding quickly distributors.
to changing market conditions.
We distribute our products
We craft a substantial portion of our flavors and to the convenience channel
concentrates. By controlling our own formulas through our own direct-
throughout our bottling network, we are able to store delivery fleet and those
produce beverages in accordance with uniform of independent distributors.
quality standards while innovating flavors to meet The convenience channel
changing consumer preferences. We believe the consists of convenience stores, gas stations and other
combination of a Company-owned bottling network, smaller “up-and-down-the-street” accounts. Because of
together with uniform standards for packaging, the higher retail prices and margins that typically prevail,
formulations and customer service, provides us with we have developed packaging and graphics specifically
a strategic advantage in servicing national retailers targeted to this market.
and mass-merchandisers. We also maintain research
and development laboratories at multiple locations. Our food-service division distributes products to
These laboratories continually test products for independent, specialized distributors who sell to
compliance with our strict quality control standards hospitals, schools, military bases, airlines, hotels and
as well as conduct research for new products and food-service wholesalers. Also, our Company-owned
flavors. direct-store delivery fleet distributes products to select
schools and food-service locations.
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NATIONAL BEVERAGE CORP.
SALES AND MARKETING We craft a substantial portion of our flavors and
concentrates while purchasing the remaining raw
We sell and market our products materials from multiple suppliers.
through an internal sales force as
well as specialized broker networks. Substantially all of the materials
Our sales force is organized to and ingredients we purchase
serve a specific market, focusing are presently available from
on one or more geographic several suppliers, although
territories, distribution channels or strikes, weather conditions,
product lines. We believe this focus utility shortages, governmental
allows our sales group to provide high level, responsive control or regulations, national
service and support to our customers and markets. emergencies, quality, price or
supply fluctuations or other
Our marketing emphasizes programs designed to reach events outside our control could adversely affect the
consumers directly through innovative digital marketing, supply of specific materials. A significant portion of
digital social marketing, social media engagement, our raw material purchases, including aluminum cans,
sponsorships and creative content. We are focused on plastic bottles, high fructose corn syrup, corrugated
increasing our digital presence and capabilities to further packaging and juice concentrates, are derived from
enhance the consumer experience across our brands. commodities. Therefore, pricing and availability tend
We may retain agencies to assist with social media to fluctuate based upon worldwide commodity market
content creative and platform selection for our brands. conditions. In certain cases, we may elect to enter into
multi-year agreements for the supply of these materials
Additionally, we maintain and enhance consumer with one or more suppliers, the terms of which may
brand recognition and loyalty through a combination of include variable or fixed pricing, minimum purchase
participation in regional events, special event marketing, quantities and/or the requirement to purchase all
endorsements, consumer coupon distribution and supplies for specified locations. Additionally, we use
product sampling. We also offer numerous promotional derivative financial instruments to partially mitigate our
programs to retail customers, including cooperative exposure to changes in certain raw material costs.
advertising support, ‘BrandED’ ambassadors, in-store
promotional activities and other incentives. These
elements allow marketing and other consumer programs SEASONALITY
to be tailored to meet local and regional demographics.
RAW MATERIALS
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NATIONAL BEVERAGE CORP.
COMPETITION GOVERNMENTAL REGULATION
While LaCroix Sparkling Water The production, distribution and sale of our products
is the brand of choice as the in the United States are subject to the Federal Food,
number one premium domestic Drug and Cosmetic Act; the Dietary Supplement
sparkling water throughout the Health and Education Act of 1994; the Occupational
United States, the beverage Safety and Health Act; various environmental statutes;
industry is highly competitive and various other federal, state and local statutes
and our competitive position regulating the production, transportation, sale, safety,
may vary by market area. Our products compete with advertising, labeling and ingredients of such products.
many varieties of liquid refreshment, including water We believe that we are in compliance, in all material
products, soft drinks, juices, fruit drinks, energy drinks respects, with such existing legislation.
and sports drinks, as well as powdered drinks, coffees,
teas, dairy-based drinks, functional beverages and Certain states and localities require a deposit or tax
various other nonalcoholic beverages. We compete on the sale of certain beverages. These requirements
with bottlers and distributors of national, regional and vary by each jurisdiction. Similar legislation has been
private label products. Several competitors, including or may be proposed in other states or localities or
those that dominate the beverage industry, such as by Congress. We are unable to predict whether such
Nestlé S.A., PepsiCo and The Coca-Cola Company, legislation will be enacted but believe its enactment
have greater financial resources than we have and would not have a material adverse impact on our
aggressive promotion of their products may adversely business, financial condition or results of operations.
affect sales of our brands.
All of our facilities in the United States are subject
Principal methods of competition in the beverage to federal, state and local environmental laws and
industry are price and promotional activity, advertising regulations. Compliance with these provisions has
and marketing programs, point-of-sale merchandising, not had any material adverse effect on our financial or
retail space management, customer service, product competitive position. We believe our current practices
differentiation, packaging innovations and distribution and procedures for the control and disposition of
methods. We believe our Company differentiates toxic or hazardous substances comply in all material
itself through novel innovation, key brand recognition, respects with applicable law.
focused social media, innovative flavor variety, attractive
packaging, efficient distribution methods, and, for some
product lines, value pricing. HUMAN CAPITAL
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NATIONAL BEVERAGE CORP.
different races, ethnicities, religions and expressions providing thousands of jobs in local communities
of gender and sexual identity. Approximately 56 and boasting a lower carbon footprint than imported
percent and 23 percent of our employee base identify brands. In addition, the majority of our products are
as persons of color or female, respectively. delivered through the warehouse distribution system
which provides more efficient and lower greenhouse
Our compensation programs are designed to gas emissions than direct-store delivery competitors.
ensure we attract and retain talent while maintaining
alignment with market compensation. We utilize a Water is critical to our business and we periodically
mix of short-term incentive programs throughout conduct water quality assessments on a variety of
the organization and provide long-term incentive measurements. All of our packaging is recyclable and
programs to more senior employees generally we continually focus on reducing packaging content.
through stock-based compensation programs. We More than 80% of our products are in aluminum cans,
offer competitive employee benefits that are effective which generally contain approximately 73% recycled
in attracting and retaining talent and are designed to material. Each of our facilities have programs in place
support the physical, mental and financial health of our designed to minimize the use of water, energy, and
employees. Our employee benefits program includes other natural resources.
comprehensive health, dental, life and disability, and
retirement benefits.
AVAILABLE INFORMATION
Our operating philosophy emphasizes the health and
safety of our employees. Our operations personnel, Our Annual Reports on Form 10-K, Quarterly
supplemented by risk management professionals, Reports on Form 10-Q, Current Reports on Form
review all aspects of employee tasks and work 8-K, proxy statements and amendments to those
environment to minimize risk. We strive to achieve an reports are available free of charge on our website
injury-free work environment in our operations. Key at www.nationalbeverage.com as soon as reasonably
to these efforts are data analysis and preventative practicable after such reports are electronically filed
actions. We measure and benchmark lost time with the Securities and Exchange Commission.
incident rate, a reliable indication of total recordable In addition, our Code of Ethics is available on our
injuries rate and severity, and use a risk reduction website. The information on the Company’s website
process that thoroughly analyzes injuries and near is not part of this Annual Report on Form 10-K or
misses. any other report that we file with, or furnish to, the
Securities and Exchange Commission.
During the ongoing COVID-19 pandemic, we have
taken extraordinary measures to safeguard the well-
being of our employees. These measures include
enhanced and comprehensive sanitation procedures, ITEM 1A.
physical distancing, and health protocols, remote RISK FACTORS
working for most office employees, technology
enhancements, and temporary financial incentives In addition to other information in this Annual Report
for employees working diligently to manufacture and on Form 10-K, the following risk factors should be
distribute beverages for their communities. considered carefully in evaluating the Company’s
business. Our business, financial condition, results
of operations and cash flows could be materially
SUSTAINABILITY and adversely affected by any of these risks.
Additional risks and uncertainties, including risks and
National Beverage Corp. is dedicated to sustainable uncertainties not presently known to the Company,
operations and responsible business initiatives. All or that the Company currently deems immaterial,
our beverage products are produced in the U.S., may also impair our business and financial results.
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NATIONAL BEVERAGE CORP.
Brand image and consumer preferences Our shortages or other events could affect our continued
beverage portfolio is comprised of a number of unique supply and cost of raw materials and energy. If raw
brands with reputations and consumer loyalty that have materials or energy costs increase, or their availability is
been built over time. Our investments in social media limited, our financial results could be adversely affected.
and marketing as well as our strong commitment to
product quality are intended to have a favorable impact Governmental regulation Our business and properties
on brand image and consumer preferences. Unfavorable are subject to various federal, state and local laws and
publicity, or allegations of quality issues, even if false regulations, including those governing the production,
or unfounded, may tarnish our reputation and brand packaging, quality, labeling and distribution of beverage
image and cause consumers to choose other products. products. In addition, various governmental agencies
In addition, if we do not adequately anticipate and react have enacted or are considering changes in corporate
to changing demographics, consumer trends, health tax laws as well as additional taxes on soft drinks
concerns and product preferences, our financial results and other sweetened beverages. Compliance with or
could be adversely affected. changes in existing laws or regulations could require
material expenses and negatively affect our financial
Competition The beverage industry is extremely results through lower sales or higher costs.
competitive. Our products compete with a broad range
of beverage products, most of which are manufactured Sustained increases in the cost of employee benefits
and distributed by companies with substantially Our profitability is affected by the cost of medical,
greater financial, marketing and distribution resources. statutory and other benefits provided to employees,
Discounting and other actions by our competitors including employees covered under collective
could adversely affect our ability to sustain revenues bargaining agreements and multi-employer pension
and profits. plans. In recent years, we have experienced increases
in these costs, certain of which are self-insured.
Customer relationships Our retail customer base Although we seek to limit these cost increases,
has been consolidating over many years resulting in continued upward pressure in these costs could
fewer customers with increased purchasing power. reduce our profitability.
This increased purchasing power can limit our ability
to increase pricing for our products with certain of our Unfavorable weather conditions Unfavorable weather
customers. Additionally, e-commerce transactions and conditions could have an adverse impact on our revenue
value stores are experiencing rapid growth. Our inability and profitability. Unusually cold or rainy weather may
to adapt to customer requirements could lead to a loss temporarily reduce demand for our products and
of business and adversely affect our financial results. contribute to lower sales, which could adversely affect
our profitability for such periods. Prolonged drought
Raw materials and energy The production of our conditions in the geographic regions in which we do
products is dependent on certain raw materials, business could lead to restrictions on the use of water,
including aluminum, resin, corn, linerboard, water and which could adversely affect our ability to produce and
fruit juice. In addition, the production and distribution of distribute products.
our products is dependent on energy sources, including
natural gas, fuel and electricity. These items are subject to Dependence on key personnel Our performance
price volatility caused by numerous factors. Commodity significantly depends upon the continued contributions
price increases ultimately result in a corresponding of our executive officers and key employees, both
increase in the cost of raw materials and energy. We individually and as a group, and our ability to retain and
may be limited in our ability to pass these increases on motivate them. Our officers and key personnel have many
to our customers or may incur a loss in sales volume years of experience with us and in our industry and it may
to the extent price increases are taken. In addition, be difficult to replace them. If we lose key personnel or are
strikes, weather conditions, governmental controls, unable to recruit qualified personnel, our operations and
tariffs, national emergencies, natural disasters, supply ability to manage our business may be adversely affected.
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NATIONAL BEVERAGE CORP.
COVID-19 pandemic The magnitude and duration of that expire through 2025. We believe our facilities are
the current COVID-19 pandemic is uncertain, rapidly generally in good condition and sufficient to meet our
changing and may be impacted by events beyond present needs.
our control. Such events could include disruptions in
our manufacturing operations or supply arrangements The production of beverages is capital intensive but
caused by the loss or disruption of essential is not characterized by rapid technological change.
manufacturing materials, supplies and services, The technological advances that have occurred have
transportation resources, workforce availability, or generally been of an incremental cost-saving nature,
other manufacturing and distribution capability. Such such as the industry’s conversion to lighter weight
events could adversely impact our business and containers or improved blending processes that
financial results. enhance ingredient yields. We are not aware of any
anticipated industry-wide changes in technology that
Dependence on information technology and would adversely impact our current physical production
third-party service providers We use information capacity or cost of production.
technology and third-party service providers to support
our business processes and activities. Continuity We own and lease trucks, vans and automobiles used
of business applications and services may in the in the sale, delivery and distribution of our products.
future be disrupted by events such as infection by In addition, we lease warehouse and office space,
viruses or malware or other cybersecurity breaches transportation equipment, office equipment and certain
or attacks; issues with systems’ maintenance or manufacturing equipment.
security; power outages; hardware or software failures;
telecommunication failures; natural disasters; and other
catastrophic occurrences. If our controls, disaster
recovery and business continuity plans or those of our ITEM 3.
third party providers do not effectively respond to or LEGAL PROCEEDINGS
resolve the issues related to any such disruptions in a
timely manner, our sales, financial condition and results The Company has been named in certain legal
of operations may be adversely affected. proceedings, including those containing derivative and
class action allegations. The Company is vigorously
defending all legal proceedings and believes litigation
will not have a material adverse effect on the Company’s
ITEM 1B. financial position, cash flows or results of operations.
UNRESOLVED STAFF COMMENTS
None.
ITEM 4.
MINE SAFETY DISCLOSURES
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PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
The common stock of National Beverage Corp., par value $.01 per share, (“Common Stock”) is listed on The
NASDAQ Global Select Market under the symbol “FIZZ”.
At June 14, 2021, there were approximately 38,700 holders of our Common Stock, the majority of which hold their
shares in the names of banks, brokers and other financial institutions.
The Company paid special cash dividends on Common Stock of $279.9 million ($3.00 per share) on
January 29, 2021; $135.2 million ($1.45 per share) on January 29, 2019; and $69.9 million ($.75 per share) on
August 4, 2017 and January 27, 2017.
On February 5, 2021, the Company’s board of directors declared a one-for-one stock split in the form of a stock
dividend. This dividend was distributed on February 19, 2021 to shareholders of record on February 16, 2021.
Share information and earnings per share have been retroactively adjusted to reflect the stock split.
Our Board of Directors has authorized a program to repurchase 3.2 million shares of our common stock of which
approximately 1.9 million shares remain available and authorized for repurchases.
Performance Graph
The following graph shows a comparison of the five-year cumulative returns of an investment of $100 cash on
April 30, 2016, assuming reinvestment of dividends, of our Common Stock with the NASDAQ Composite Index,
the S&P 500 Index and the Dow Jones US Soft Drinks Index.
$350
$300
$250
$200
$150
$100
$50
$0
4/30/2016 4/29/2017 4/28/2018 4/27/2019 5/02/2020 5/01/2021
National Beverage Corp. NASDAQ Composite - Total Return Dow Jones US Soft Drinks Index S&P 500 Index - Total Return
Total Returns Index For 4/30/2016 4/29/2017 4/28/2018 4/27/2019 5/02/2020 5/01/2021
National Beverage Corp. $ 100.00 $ 195.12 $ 200.89 $ 133.02 $ 115.83 $ 239.16
NASDAQ Composite - Total Return 100.00 128.18 152.51 176.14 188.37 308.02
Dow Jones US Soft Drinks Index 100.00 105.09 106.23 127.82 129.51 157.61
S&P 500 Index - Total Return 100.00 117.92 134.66 151.27 148.62 223.20
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NATIONAL BEVERAGE CORP.
ITEM 6.
SELECTED FINANCIAL DATA
The following selected financial data should be read in conjunction with “Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and consolidated financial statements and notes thereto
contained in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
(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 of $279.9 million ($3.00 per share) on January 29, 2021, $135.2 million ($1.45 per share) on
January 29, 2019 and $69.9 million ($.75 per share) on August 4, 2017 and January 27, 2017.
(3) Fiscal 2020 consisted of 53 weeks, all other periods consisted of 52 weeks.
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NATIONAL BEVERAGE CORP.
ITEM 7. Our strategy seeks the profitable growth of our
MANAGEMENT’S DISCUSSION AND ANALYSIS products by (i) developing healthier beverages in
OF FINANCIAL CONDITION AND RESULTS OF response to the global shift in consumer buying habits
OPERATIONS and tailoring our beverage portfolio to the preferences
of a diverse mix of ‘crossover consumers’ – a growing
OVERVIEW group desiring a healthier alternative to artificially
sweetened and high-caloric beverages; (ii) emphasizing
National Beverage Corp. innovatively refreshes America unique flavor development and variety throughout our
with a distinctive portfolio of sparkling waters, juices, brands that appeal to multiple demographic groups;
energy drinks (Power+ Brands) and, to a lesser extent, (iii) maintaining points of difference through innovative
carbonated soft drinks. We believe our creative product marketing, packaging and consumer engagement, and
designs, innovative packaging and imaginative flavors, (iv) responding faster and more creatively to changing
along with our corporate culture and philosophy, make consumer trends than larger competitors who are
National Beverage unique as a stand-alone entity in the burdened by legacy production and distribution
beverage industry. complexity and costs.
National Beverage Corp., in recent years, has transformed Presently, our primary market focus is the United
to an innovative, healthier refreshment company. From States and Canada. Certain of our products are also
our corporate philosophy, development of products distributed on a limited basis in other countries and
and marketing to manufacturing, we are converting options to expand distribution to other regions are
consumers to a ‘Better for You’ thirst quencher that being considered. To service a diverse customer
compassionately cares for their nutritional health. We are base that includes numerous national retailers, as well
committed to our quest to innovate for the joy, benefit as thousands of smaller “up-and-down-the-street”
and enjoyment of our consumers’ healthier lifestyle! accounts, we utilize a hybrid distribution system
consisting of warehouse and direct-store delivery. The
National Beverage Corp. is uniquely positioned in three warehouse delivery system allows our retail partners to
distinctive ways: further maximize their assets by utilizing their ability to
pick up product at our warehouses, further lowering
(1) The retail industry is in revolution. In prior years, each their/our product costs.
retailer induced their consumer with a proprietary
brand (especially soft drinks), but today understands National Beverage Corp. is incorporated in Delaware
that the well-informed, smart consumer is demanding and began trading as a public company on the NASDAQ
that retailers provide recognizable brands that have Stock Market in 1991. In this report, the terms “we,”
earned their respective consumer standing on their “us,” “our,” “Company” and “National Beverage” mean
merits. National Beverage Corp. and its subsidiaries unless
(2) Retail today is in the most competitively-indexed indicated otherwise.
service industry, without exception. Innovation, plus
the urgent time demands on the consumer, requires Our operating results are affected by numerous
quick, expedient shopping. Home delivery is even factors, including fluctuations in the costs of raw
more of a current shoppers’ choice. Retailers cannot materials, holiday and seasonal programming and
carry slower-moving items that home delivery will not weather conditions. While prior years witnessed more
support. seasonality, higher sales are realized during the summer
(3) The new consumer is the most competent/ when outdoor activities are more prevalent.
knowledgeable product analyzer ever, and
personal mental/physical lifestyles demand that Our highly innovative business, where new beverages
healthier is their preferred choice. Calories must are developed and produced for selective holidays
qualify as worthy; sugar being enemy #1 in the life and ceremonial dates, should not be analyzed on the
of the Millennial and younger consumers. common three-month (quarterly) periods, traditionally
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NATIONAL BEVERAGE CORP.
found acceptable. Today, costly development projects of which is consistent with many beverage companies.
and seasonal weather periods plus promotional However, our gross margin may not be comparable to
packaging often make quarter-to-quarter comparisons companies that include shipping and handling costs in
unworthy statistics that force companies to decision cost of sales. See Note 1 of Notes to the Consolidated
making that is, not truly beneficial for investors and Financial Statements.
shareholders alike.
Selling, General and Administrative Expenses
Traditional and typical are not a part of an innovator’s Selling, general and administrative expenses were
vocabulary. $193.8 million for Fiscal 2021, decreasing $10.6 million
from Fiscal 2020. Selling, general and administrative
expenses reflect reduced marketing and selling costs,
RESULTS OF OPERATIONS partially offset by increased shipping and handling
costs. As a percent of net sales, selling, general and
The following section generally discusses the administrative costs decreased to 18.1% in Fiscal 2021
fiscal years ended May 1, 2021 (Fiscal 2021) and from 20.4% in Fiscal 2020.
May 2, 2020 (Fiscal 2020) items and year-to-year
comparisons between Fiscal 2021 and Fiscal 2020. Other Income - Net Other income - net is primarily
Discussions of fiscal year ended April 27, 2019 interest income of $.6 million for Fiscal 2021 and
(Fiscal 2019) items and year-to-year comparisons $3.9 million for Fiscal 2020. The change in interest
between Fiscal 2020 and Fiscal 2019 can be found in income is due to lower investment yields and reduced
“Management’s Discussion and Analysis of Financial average investment balances.
Condition and Results of Operations” in Part II, Item 7
of our Annual Report on Form 10-K for the year ended Income Taxes Our effective tax rate was 23.7% for
May 2, 2020, which is available free of charge on our Fiscal 2021 and 23.3% for Fiscal 2020. The differences
website at www.nationalbeverage.com. Fiscal 2021 between the effective rate and the federal statutory rate
and Fiscal 2019 consisted of 52 weeks while Fiscal were primarily due to the effects of state income taxes.
2020 consisted of 53 weeks.
Net Sales Net sales for Fiscal 2021 increased 7.2% LIQUIDITY AND FINANCIAL CONDITION
to $1,072 million compared to $1,000 million for Fiscal
2020 (which contained 53 weeks). The increase in sales Liquidity and Capital Resources At May 1, 2021,
resulted from a 7.1% increase in branded case volume we maintained $100 million unsecured revolving credit
and a minor increase in average selling price per case facilities, under which no borrowings were outstanding
due primarily to changes in product mix. Power+ Brands and $2.5 million was reserved for standby letters of credit.
volume increased 10.2% and branded carbonated soft Cash generated from operations is our principal source
drinks volume increased 1.0%. of funds. We believe that existing capital resources will be
sufficient to meet our liquidity and capital requirements
Gross Profit Gross profit for Fiscal 2021 was $421.6 for the next twelve months. See Note 5 of Notes to the
million compared to $370.1 million for Fiscal 2020. The Consolidated Financial Statements.
change in gross profit is due to increased volume and
growth in higher margin Power+ Brands coupled with Expenditures for property, plant and equipment
a 3.7% reduction in cost per case. The cost per case amounted to $25.3 million for Fiscal 2021 primarily
decline resulted primarily from increased volume and for capital projects to expand our production capacity,
lower raw material costs. Gross margin was 39.3% for enhance packaging capabilities or improve efficiencies
Fiscal 2021 compared to 37.0% in Fiscal 2020. at our production facilities. We intend to continue
production capacity and efficiency improvement
Shipping and handling costs are included in selling, projects in Fiscal 2022 and expect capital expenditures
general and administrative expenses, the classification to be comparable to Fiscal 2021.
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NATIONAL BEVERAGE CORP.
The Company paid special cash dividends on increased $16.1 million primarily due to increased
Common Stock of $279.9 million ($3.00 per share) on net income offset in part by increased working capital
January 29, 2021. requirements. Cash used in investing activities increased
due to capital expenditures in order to support
The Board of Directors has authorized the Company to production efficiencies and volume growth. Cash used
repurchase up to 3.2 million shares of common stock. in financing activities primarily consists of the $279.9
During Fiscal 2021, the Company did not repurchase million ($3.00 per share) special cash dividend paid on
any shares. As of May 1, 2021, 1,313,144 shares had January 29, 2021.
been purchased under the program and 1,886,856
shares were available for repurchase. Financial Position During Fiscal 2021, our working
capital declined to $219.8 million from $319.0 million at
Pursuant to a management agreement, we incurred a May 2, 2020. The decrease in working capital resulted
fee to Corporate Management Advisors, Inc. (CMA) of from lower cash and equivalents due to the January 2021
$10.7 million for Fiscal 2021 and $10.0 million for Fiscal cash dividend and higher accounts payable, partially
2020. At May 1, 2021, management fees payable to offset by increased inventories and prepaid expenses.
CMA were $2.6 million. See Note 6 of Notes to the Trade receivables increased slightly and days sales
Consolidated Financial Statements. outstanding was 30.1 days at May 1, 2021 compared
to 29.5 days at May 2, 2020. Inventories increased $8.0
Cash Flows During Fiscal 2021, $193.8 million was million or 12.6% as a result of increases in finished goods
provided by operating activities, $25.3 million was used and raw materials while annual inventory turns increased
in investing activities and $279.4 million was used in to 9.6 from 9.4 times. As of May 1, 2021, the current
financing activities. Cash provided by operating activities ratio was 2.5 to 1 compared to 3.3 to 1 at May 2, 2020.
CONTRACTUAL OBLIGATIONS
Contractual obligations at May 1, 2021 are payable as follows:
We contribute to certain pension plans under collective future payments for specific periods and therefore
bargaining agreements and to a discretionary profit such payments have not been included in the table
sharing plan. Annual contributions were $3.7 million above. Standby letters of credit aggregating $2.5
for Fiscal 2021, $3.6 million for Fiscal 2020 and million have been issued in connection with our self-
$3.8 million for Fiscal 2019. See Note 11 of Notes to insurance programs. These standby letters of credit
Consolidated Financial Statements. expire through April 2022 and are expected to be
renewed.
We maintain self-insured and deductible programs for
certain liability, medical and workers’ compensation
exposures. Other long-term liabilities include known OFF-BALANCE SHEET ARRANGEMENTS AND
claims and estimated incurred but not reported claims ESTIMATES
not otherwise covered by insurance based on actuarial
assumptions and historical claims experience. Since We do not have any off-balance sheet arrangements
the timing and amount of claim payments vary that have, or are reasonably likely to have, a current or
significantly, we are not able to reasonably estimate future material effect on our financial condition.
14
NATIONAL BEVERAGE CORP.
CRITICAL ACCOUNTING POLICIES bases of assets or liabilities and their reported amounts
in the financial statements. Valuation allowances are
The preparation of financial statements in conformity established to reduce the carrying amounts of deferred
with United States generally accepted accounting tax assets when it is deemed, more likely than not, that
principles requires management to make estimates the benefit of deferred tax assets will not be realized.
and assumptions that affect the amounts reported in
the financial statements and accompanying notes. Insurance Programs We maintain self-insured and
Although these estimates are based on management’s deductible programs for certain liability, medical and
knowledge of current events and actions it may workers’ compensation exposures. Accordingly, we
undertake in the future, they may ultimately differ from accrue for known claims and estimated incurred but
actual results. We believe that the critical accounting not reported claims not otherwise covered by insurance
policies described in the following paragraphs comprise based on actuarial assumptions and historical claims
the most significant estimates and assumptions used in experience.
the preparation of our consolidated financial statements.
For these policies, we caution that future events rarely Revenue Recognition We recognize revenue upon
develop exactly as estimated and the best estimates delivery to our customers, based on written sales
routinely require adjustment. terms that do not allow a right of return except in rare
instances. Our products are typically sold on credit;
Credit Risk We sell products to a variety of customers however smaller direct-store delivery accounts may be
and extend credit based on an evaluation of each sold on a cash basis. Our credit terms normally require
customer’s financial condition, generally without payment within 30 days of delivery and may allow
requiring collateral. Exposure to credit losses varies discounts for early payment. We estimate and reserve
by customer principally due to the financial condition for bad debt exposure based on our experience with
of each customer. We monitor our exposure to credit past due accounts, collectability and our analysis of
losses and maintain allowances for anticipated losses customer data.
based on our experience with past due accounts,
collectability and our analysis of customer data. We offer various sales incentive arrangements to our
customers that require customer performance or
Impairment of Long-Lived Assets All long-lived achievement of certain sales volume targets. Sales
assets, excluding goodwill and intangible assets not incentives are accrued over the period of benefit or
subject to amortization, are evaluated for impairment expected sales. When the incentive is paid in advance,
on the basis of undiscounted cash flows whenever the aggregate incentive is recorded as a prepaid and
events or changes in circumstances indicate that the amortized over the period of benefit. The recognition of
carrying amount of an asset may not be recoverable. An these incentives involves the use of judgment related to
impaired asset is written down to its estimated fair value performance and sales volume estimates that are made
based on the best information available. Estimated fair based on historical experience and other factors. Sales
value is generally measured by discounting future cash incentives are accounted for as a reduction of sales
flows. Goodwill and intangible assets not subject to and actual amounts ultimately realized may vary from
amortization are evaluated for impairment annually or accrued amounts. Such differences are recorded once
sooner if we believe such assets may be impaired. An determined and have historically not been significant.
impairment loss is recognized if the carrying amount or,
for goodwill, the carrying amount of its reporting unit, is
greater than its fair value.
15
NATIONAL BEVERAGE CORP.
FORWARD-LOOKING STATEMENTS ITEM 7A.
QUANTITATIVE AND QUALITATIVE
National Beverage Corp. and its representatives may DISCLOSURES ABOUT MARKET RISK
make written or oral statements relating to future
events or results relative to our financial, operational Commodities We purchase various raw materials,
and business performance, achievements, objectives including aluminum cans, plastic bottles, high
and strategies. These statements are “forward-looking” fructose corn syrup, corrugated packaging and juice
within the meaning of the Private Securities Litigation concentrates, the prices of which fluctuate based on
Reform Act of 1995 and include statements contained commodity market conditions. Our ability to recover
in this report and other filings with the Securities increased costs through higher pricing may be limited
and Exchange Commission and in reports to our by the competitive environment in which we operate.
stockholders. Certain statements including, without At times, we manage our exposure to this risk through
limitation, statements containing the words “believes,” the use of supplier pricing agreements that enable us
“anticipates,” “intends,” “plans,” “expects,” and to establish all, or a portion of, the purchase prices for
“estimates” constitute “forward-looking statements” certain raw materials. Additionally, we use derivative
and involve known and unknown risk, uncertainties financial instruments to partially mitigate our exposure
and other factors that may cause the actual results, to changes in certain raw material costs.
performance or achievements of our Company to be
materially different from any future results, performance Interest Rates At May 1, 2021, the Company had
or achievements expressed or implied by such forward- no borrowings outstanding. We had no debt-related
looking statements. Such factors include, but are not interest rate exposure during Fiscal 2021.
limited to, the following: general economic and business
conditions, pricing of competitive products, success of
new product and flavor introductions, fluctuations in the
costs and availability of raw materials and packaging
supplies, ability to pass along cost increases to our
customers, labor strikes or work stoppages or other
interruptions in the employment of labor, continued
retailer support for our products, changes in brand
image, consumer demand and preferences and our
success in creating products geared toward consumers’
tastes, success in implementing business strategies,
changes in business strategy or development plans,
government regulations, taxes or fees imposed on the
sale of our products, unfavorable weather conditions
and other factors referenced in this report, filings with
the Securities and Exchange Commission and other
reports to our stockholders. We disclaim an obligation
to update any such factors or to publicly announce
the results of any revisions to any forward-looking
statements contained herein to reflect future events or
developments.
16
NATIONAL BEVERAGE CORP.
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
May 1, May 2,
(In thousands, except share amounts and par value) 2021 2020
ASSETS
Current assets:
Cash and equivalents $ 193,589 $ 304,518
Trade receivables - net 86,442 84,921
Inventory 71,480 63,482
Prepaid and other assets 13,431 7,791
Total current assets 364,942 460,712
Property, plant and equipment - net 131,027 120,627
Right of use assets - net 41,676 47,884
Goodwill 13,145 13,145
Intangible assets 1,615 1,615
Other assets 4,832 4,663
Total assets $ 557,237 $ 648,646
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 88,754 $ 74,369
Accrued liabilities 43,551 42,476
Short-term lease obligations 14,800 16,980
Income taxes payable 89 7,863
Total current liabilities 147,194 141,688
Deferred income taxes - net 17,294 14,823
Operating lease liability - non current 28,837 32,159
Other liabilities 7,915 7,639
Total liabilities 201,240 196,309
Commitments and contingencies
Shareholders' equity:
Preferred stock, $1 par value - 1,000,000 shares authorized
Series C - 150,000 shares issued 150 150
Common stock, $.01 par value - 200,000,000 shares authorized; 1,016 1,016
101,675,858 and 101,606,368 shares issued, respectively
Additional paid-in capital 38,375 37,422
Retained earnings 337,672 443,402
Accumulated other comprehensive income (loss) 3,017 (5,420)
Treasury stock - at cost:
Series C preferred stock - 150,000 shares (5,100) (5,100)
Common stock - 8,374,112 shares (19,133) (19,133)
Total shareholders' equity 355,997 452,337
Total liabilities and shareholders' equity $ 557,237 $ 648,646
The accompanying notes are an integral part of these consolidated financial statements
17
NATIONAL BEVERAGE CORP.
NATIONAL BEVERAGE CORP.
CONSOLIDATED STATEMENTS OF INCOME
The accompanying notes are an integral part of these consolidated financial statements
18
NATIONAL BEVERAGE CORP.
NATIONAL BEVERAGE CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
The accompanying notes are an integral part of these consolidated financial statements
19
NATIONAL BEVERAGE CORP.
NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
The accompanying notes are an integral part of these consolidated financial statements
20
NATIONAL BEVERAGE CORP.
NATIONAL BEVERAGE CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
OPERATING ACTIVITIES:
Net income $ 174,146 $ 129,972 $ 140,853
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 18,097 17,234 15,439
Deferred income tax provision (132) 11 3,351
Loss on disposal of property, net 114 206 12
Stock-based compensation 462 125 251
Amortization of operating right of use assets 13,060 13,351 -
Changes in assets and liabilities:
Trade receivables (1,521) (80) (481)
Inventories (7,998) 7,220 (9,782)
Operating lease right of use assets (11,092) (5,368) -
Prepaid and other assets 35 (5,633) (2,806)
Accounts payable 14,385 8,168 (8,651)
Accrued and other liabilities (4,524) 19,215 1,256
Operating lease liabilities (1,262) (6,729) -
Net cash provided by operating activities 193,770 177,692 139,442
INVESTING ACTIVITIES:
Additions to property, plant and equipment (25,308) (23,890) (38,333)
Proceeds from sale of property, plant and equipment (6) 9 18
Net cash used in investing activities (25,314) (23,881) (38,315)
FINANCING ACTIVITIES:
Dividends paid on common stock (279,876) - (135,247)
Proceeds from stock options exercised 491 740 456
Repurchase of common stock - (6,233)
Net cash used in financing activities (279,385) (5,493) (134,791)
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS (110,929) 148,318 (33,664)
CASH AND EQUIVALENTS - BEGINNING OF YEAR 304,518 156,200 189,864
CASH AND EQUIVALENTS - END OF YEAR $ 193,589 $ 304,518 $ 156,200
OTHER CASH FLOW INFORMATION:
Interest paid $ 148 $ 51 $ 51
Income taxes paid $ 63,357 $ 29,364 $ 36,833
The accompanying notes are an integral part of these consolidated financial statements
21
NATIONAL BEVERAGE CORP.
NATIONAL BEVERAGE CORP. AND Derivative Financial Instruments Derivative financial
SUBSIDIARIES instruments are used to partially mitigate our exposure
to changes in certain raw material costs. All derivative
Notes to Consolidated Financial Statements financial instruments are recorded at fair value in our
consolidated balance sheets. Derivative financial
National Beverage Corp. develops, produces, markets instruments are not used for trading or speculative
and sells a distinctive portfolio of sparkling waters, purposes. Credit risk related to derivative financial
juices, energy drinks and carbonated soft drinks instruments is managed by requiring high credit
primarily in the United States and Canada. Incorporated standards for counterparties and frequent cash
in Delaware in 1985, National Beverage Corp. is a settlements.
holding company for various operating subsidiaries.
When used in this report, the terms “we,” “us,” “our,” Earnings Per Common Share Basic earnings per
“Company” and “National Beverage” mean National common share is computed by dividing earnings
Beverage Corp. and its subsidiaries. available to common shareholders by the weighted
average number of common shares outstanding during
the period. Diluted earnings per common share is
calculated in a similar manner, but includes the dilutive
1. SIGNIFICANT ACCOUNTING POLICIES effect of stock options amounting to 340,000 shares
in Fiscal 2021, 400,000 shares in Fiscal 2020, and
Basis of Presentation The consolidated financial 568,000 shares in Fiscal 2019.
statements have been prepared in accordance with
United States generally accepted accounting principles Fair Value of Financial Instruments The estimated fair
(GAAP) and rules and regulations of the Securities and values of derivative financial instruments are calculated
Exchange Commission. The consolidated financial based on market rates to settle the instruments. These
statements include the accounts of National Beverage values represent the estimated amounts we would
Corp. and all subsidiaries. All significant intercompany receive upon sale, taking into consideration current
transactions and accounts have been eliminated. Our market prices and credit worthiness.
fiscal year ends the Saturday closest to April 30 and,
as a result, an additional week is added every five or Impairment of Long-Lived Assets All long-lived
six years. The fiscal year ended May 1, 2021 (Fiscal assets, excluding goodwill and intangible assets not
2021) and fiscal year ended April 27, 2019 (Fiscal subject to amortization, are evaluated for impairment
2019) consisted of 52 weeks. The fiscal year ended on the basis of undiscounted cash flows whenever
May 2, 2020 (Fiscal 2020) consisted of 53 weeks. events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable.
Reclassification On February 5, 2021, the Company’s An impaired asset is written down to its estimated
board of directors declared a one-for-one stock split fair market value based on the best information
in the form of a stock dividend. This dividend was available. Estimated fair value is generally measured by
distributed on February 19, 2021 to shareholders of discounting future cash flows. Goodwill and intangible
record on February 16, 2021. Share information and assets not subject to amortization are evaluated for
earnings per share have been retroactively adjusted impairment annually or sooner if management believes
to reflect the stock split. Certain reclassifications have such assets may be impaired. An impairment loss is
been made to prior period balances in order to conform recognized if the carrying amount or, for goodwill, the
to the current period’s presentation. carrying amount of its reporting unit, is greater than its
fair value.
Cash and Equivalents Cash and equivalents are
comprised of cash and highly liquid securities Income Taxes The Company’s effective income tax rate
(consisting primarily of bank deposits and short-term is based on estimates of taxes which will ultimately be
government money-market investments). payable. Deferred taxes are recorded to give recognition
22
NATIONAL BEVERAGE CORP.
to temporary differences between the tax bases of assets repairs that do not extend the useful life of an asset are
or liabilities and their reported amounts in the financial expensed as incurred. Depreciation is recorded using
statements. Valuation allowances are established to the straight-line method over estimated useful lives of
reduce the carrying amounts of deferred tax assets 5 to 30 years for buildings and improvements and 3
when it is deemed, more likely than not, that the benefit to 15 years for machinery and equipment. Leasehold
of deferred tax assets will not be realized. improvements are amortized using the straight-line
method over the shorter of the remaining lease term
Insurance Programs The Company maintains self- or the estimated useful life of the improvement. When
insured and deductible programs for certain liability, assets are retired or otherwise disposed, the cost
medical and workers’ compensation exposures. and accumulated depreciation are removed from the
Accordingly, the Company accrues for known claims and respective accounts and any related gain or loss is
estimated incurred but not reported claims not otherwise recognized.
covered by insurance based on actuarial assumptions
and historical claims experience. At May 1, 2021, and Revenue Recognition Revenue is recognized upon
May 2, 2020, other liabilities included accruals of $5.9 delivery to our customers, based on written sales terms
million and $5.5 million, respectively, for estimated non- that do not allow a right of return except in rare instances.
current risk retention exposures, of which $4.5 million, Our products are typically sold on credit. However, smaller
was covered by insurance at both dates and included direct store delivery accounts may be sold on a cash
as a component of non-current other assets. basis. Our credit terms normally require payment within
30 days of delivery and may allow discounts for early
Intangible Assets Intangible Assets as of May 1, 2021 payment. The Company estimates and reserves for bad
and May 2, 2020 consisted of non-amortizable acquired debt exposure based on our experience with past due
trademarks. accounts, collectability and our analysis of customer data.
Inventories Inventories are stated at the lower of first- Various sales incentive arrangements are offered to
in, first-out cost or market. Adjustments, if required, to our customers that require customer performance or
reduce the cost of inventory to market (net realizable achievement of certain sales volume targets. Sales
value) are made for estimated excess, obsolete or incentives are accrued over the period of benefit or
impaired balances. Inventories at May 1, 2021 were expected sales. When the incentive is paid in advance,
comprised of finished goods of $43.3 million and raw the aggregate incentive is recorded as a prepaid and
materials of $28.2 million. Inventories at May 2, 2020 amortized over the period of benefit. The recognition of
were comprised of finished goods of $39.1 million and these incentives involves the use of judgment related to
raw materials of $24.4 million. performance and sales volume estimates that are made
based on historical experience and other factors. Sales
Marketing Costs The Company utilizes a variety of incentives are accounted for as a reduction of sales
marketing programs, including cooperative advertising and actual amounts ultimately realized may vary from
programs with customers, to advertise and promote accrued amounts. Such differences are recorded once
our products to consumers. Marketing costs are determined and have historically not been significant.
expensed when incurred, except for prepaid advertising
and production costs, which are expensed when the Segment Reporting The Company operates as a single
advertising takes place. Marketing costs, which are operating segment for purposes of presenting financial
included in selling, general and administrative expenses, information and evaluating performance. As such, the
totaled $43.4 million in Fiscal 2021, $54.8 million in accompanying consolidated financial statements present
Fiscal 2020 and $55.3 million in Fiscal 2019. financial information in a format that is consistent with the
internal financial information used by management. The
Property, Plant and Equipment Property, plant and Company does not accumulate revenues by product
equipment is recorded at cost. Additions, replacements classification and, therefore, it is impractical to present
and betterments are capitalized, while maintenance and such information.
23
NATIONAL BEVERAGE CORP.
Shipping and Handling Costs Shipping and handling 2. PROPERTY, PLANT AND EQUIPMENT
costs are reported in selling, general and administrative
expenses in the accompanying consolidated statements Property, plant and equipment as of May 1, 2021 and
of income. Such costs aggregated $75.5 million in Fiscal May 2, 2020 consisted of the following:
2021, $69.8 million in Fiscal 2020 and $72.4 million in
Fiscal 2019. Although our classification is consistent (In thousands) 2021 2020
with many beverage companies, our gross margin may Land $ 9,835 $ 9,835
not be comparable to companies that include shipping Buildings and improvements 62,346 59,618
and handling costs in cost of sales.
Machinery and equipment 257,119 238,300
Trade Receivables Trade receivables are recorded at Total 329,300 307,753
net realizable value, which includes an estimated Less accumulated depreciation (198,273) (187,126)
allowance for doubtful accounts. The Company extends
Property, plant and equipment - net $ 131,027 $ 120,627
credit based on an evaluation of each customer’s
financial condition, generally without requiring collateral.
Exposure to credit losses varies by customer principally Depreciation expense was $14.8 million for Fiscal
due to the financial condition of each customer. The 2021, $14.4 million for Fiscal 2020 and $12.8 million
Company continually monitors our exposure to credit for Fiscal 2019.
losses and maintains allowances for anticipated losses
based on our experience with past due accounts,
collectability and our analysis of customer data. Actual 3. ACCRUED LIABILITIES
future losses from uncollectible accounts could differ
from the Company’s estimate. Changes in the Accrued liabilities as of May 1, 2021 and May 2, 2020
allowance for doubtful accounts was as follows: consisted of the following:
24
NATIONAL BEVERAGE CORP.
4. LEASES 5. DEBT
The Company has entered into various non-cancelable At May 1, 2021, a subsidiary of the Company
operating lease agreements for certain of our offices, maintained unsecured revolving credit facilities with
buildings, machinery and equipment expiring at various banks aggregating $100 million (the Credit Facilities).
dates through January 2029. The Company does not The Credit Facilities expire from October 28, 2022 to
assume renewals in our determination of the lease April 30, 2023 and any borrowings would currently bear
term unless the renewals are deemed to be reasonably interest at 1.0% above one-month LIBOR. There were
assured at lease commencement. Lease agreements no borrowings outstanding under the Credit Facilities
generally do not contain material residual value at May 1, 2021 or May 2, 2020. At May 1, 2021, $2.5
guarantees or material restrictive covenants. Operating million of the Credit Facilities was reserved for standby
lease cost for Fiscal 2021 was $13.1 million. The letters of credit and $97.5 million was available for
weighted-average remaining lease term and weighted- borrowings.
average discount rate of operating leases was 3.06
years and 3.38%, respectively as of May 1, 2021. The Credit Facilities require the subsidiary to maintain
Net cash provided by operations was impacted by certain financial ratios, including debt to net worth and
$11.1 million for operating leases for the year ended debt to EBITDA (as defined in the Credit Facilities),
May 1, 2021. and contain other restrictions, none of which are
expected to have a material effect on our operations or
The following is a summary of future minimum lease financial position. At May 1, 2021, the Company was in
payments and related liabilities for all non-cancelable compliance with all loan covenants.
operating leases as of May 1, 2021:
Fiscal 2023 10,290 The Board of Directors has authorized the Company
Fiscal 2024 7,996 to repurchase up to 3.2 million shares of common
stock. During Fiscal 2020, the Company purchased an
Fiscal 2025 5,108 aggregate 309,024 shares for a cost of $6.2 million.
Fiscal 2026 3,180 As of May 1, 2021, 1,313,144 shares were purchased
under the program and 1,886,856 shares were available
Thereafter 4,311 for repurchase.
Total minimum lease payments including 46,614
interest The Company paid a special cash dividend on
Less: Amounts representing interest (2,977) Common Stock of $279.9 million on January 29, 2021
Present value of minimum lease payments 43,637
($3.00 per share), $135.2 million ($1.45 per share) on
January 29, 2019, and $69.9 million ($.75 per share)
Less: Current portion of lease liabilities (14,800) on August 4, 2017 and January 27, 2017.
Non-Current portion of operating lease $ 28,837
liabilities The Company is a party to a management agreement
with Corporate Management Advisors, Inc. (CMA),
a corporation owned by our Chairman and Chief
Executive Officer. This agreement was originated in
1991 for the efficient use of management of two public
companies at the time. In 1994, one of those public
entities, through a merger, no longer was managed in
this manner.
25
NATIONAL BEVERAGE CORP.
Under the terms of the agreement, CMA provides, CMA of $10.7 million for Fiscal 2021, $10.0 million
subject to the direction and supervision of the Board of for Fiscal 2020, and $10.2 million for Fiscal 2019.
Directors of the Company, (i) senior corporate functions Amounts due CMA were $3.8 million at May 1, 2021,
(including supervision of the Company’s financial, legal, which includes $1.2 million for costs reimbursable
executive recruitment, internal audit and information under the management agreement, and $2.6 million at
systems departments) as well as the services of a Chief May 2, 2020.
Executive Officer and Chief Financial Officer, and (ii)
services in connection with acquisitions, dispositions
and financings by the Company, including identifying 7. DERIVATIVE FINANCIAL INSTRUMENTS
and profiling acquisition candidates, negotiating
and structuring potential transactions and arranging From time to time, the Company enters into aluminum
financing for any such transaction. CMA, through its swap contracts to partially mitigate our exposure to
personnel, also provides, to the extent possible, the changes in the cost of aluminum cans. Such financial
stimulus and creativity to develop an innovative and instruments are designated and accounted for as cash
dynamic persona for the Company, its products and flow hedges. Accordingly, gains or losses attributable
corporate image. In order to fulfill its obligations under to the effective portion of the cash flow hedges are
the management agreement, CMA employs numerous reported in accumulated other comprehensive income
individuals, who, acting as a unit, provide management, (loss) (AOCI) and reclassified into cost of sales in the
administrative and creative functions for the Company. period in which the hedged transaction affects earnings.
The ineffective portion of the change in fair value of our
CMA and the Company are joint owners of a corporate cash flow hedge was immaterial. The following
aircraft and pursuant to a joint ownership agreement, summarizes the gains (losses) recognized in the
each party agreed to pay certain expenses associated consolidated statements of income and AOCI for Fiscal
with the use of the aircraft. During the past three years, 2021, Fiscal 2020 and Fiscal 2019:
the joint operating costs have averaged approximately
$1.0 million per year and the Company’s lease payments Fiscal Fiscal Fiscal
for its ownership interest have averaged approximately (In thousands) 2021 2020 2019
$.6 million per year. In conjunction with an inquiry by Recognized in AOCI-
the Securities and Exchange Commission (the “SEC”) Gain (loss) before income
$ 12,973 $ (9,613) $ (6,138)
for the fiscal years 2015 through 2020, the Company taxes
initiated a review to determine that the aircraft usage Less income tax provision
3,103 (2,299) (1,468)
(benefit)
costs were properly classified in accordance with SEC
standards. For purposes of settling these proceedings Net 9,870 (7,314) (4,670)
the Company has volunteered an offer of settlement. The Reclassified from AOCI to
cost of sales-
offer, if approved by the SEC, will require an immaterial
Gain (loss) before income 2,550 (4,786) 2,100
payment that has been accrued at May 1, 2021. taxes
Less income tax provision
(benefit) 610 (1,145) 452
The management agreement provides that the
Company will pay CMA an annual base fee equal Net 1,940 (3,641) 1,648
to one percent of the consolidated net sales of the
Net change to AOCI $ 7,930 $ (3,673) $ (6,318)
Company, and further provides that the Compensation
and Stock Option Committee and the Board of Directors
may from time to time award additional incentive As of May 1, 2021, the notional amount of our
compensation to CMA or its personnel. The Board outstanding aluminum swap contracts was $6.2 million
of Directors on numerous occasions contemplated and, assuming no change in the commodity prices, $3.6
incentive compensation to CMA, however, since the million of unrealized gain before tax will be reclassified
inception of this agreement, no incentive compensation from AOCI and recognized in earnings over the next 12
has been paid. We incurred management fees to months.
26
NATIONAL BEVERAGE CORP.
As of May 1, 2021, the fair value of the derivative asset The reconciliation of the statutory federal income tax
was $3.6 million, which was included in prepaid and rate to our effective tax rate is as follows:
other assets. As of May 2, 2020, the fair value of the
derivative liability was $6.9 million, which was included Fiscal Fiscal Fiscal
2021 2020 2019
as a component of accrued liabilities. Such valuation
Statutory federal income tax 21.0% 21.0% 30.4%
does not entail a significant amount of judgment and the rate
inputs that are significant to the fair value measurement State income taxes, net of 2.9 2.9 2.4
are Level 2 as defined by the fair value hierarchy as they federal benefit
are observable market based inputs or unobservable Other differences (.2) (.6) (.5)
inputs that are corroborated by market data.
Effective income tax rate 23.7% 23.3% 23.4%
Deferred taxes are recorded to give recognition to Beginning balance $ 1,974 $ 1,868 $ 1,733
temporary differences between the tax bases of assets
or liabilities and their reported amounts in the financial Increases due to current 150 120 139
period tax positions
statements. Valuation allowances are established to
Decreases due to lapse of
reduce the carrying amounts of deferred tax assets statute of limitations and (69) (14) (4)
when it is deemed more likely than not that the benefit audit resolutions
of deferred tax assets will not be realized. Deferred tax Ending balance $ 2,055 $ 1,974 $ 1,868
assets and liabilities as of May 1, 2021 and May 2, 2020
consisted of the following:
Accrued interest and penalties related to unrecognized
(In thousands) 2021 2020 tax benefits are recognized as a component of income
Deferred tax assets: tax expense. As of May 1, 2021, unrecognized tax
benefits included accrued interest of $258,000, of
Accrued expenses and other $ 3,347 $ 4,930
which approximately $9,000 was recognized as tax
Inventory and amortizable 544 565 expense in Fiscal 2021.
assets
Total deferred tax assets 3,891 5,495
Annual income tax returns are filed in the United States
Deferred tax liabilities: and in various state and local jurisdictions. A number
Property 18,814 18,872 of years may elapse before an uncertain tax position,
for which the Company has unrecognized tax benefits,
Intangibles and other 2,371 1,446
are resolved. While it is often difficult to predict the final
Total deferred tax liabilities 21,185 20,318 outcome or the timing of resolution of any particular
uncertain tax positions, the Company believes that
Net deferred tax liabilities $ 17,294 $ 14,823
unrecognized tax benefits reflect the most probable
27
NATIONAL BEVERAGE CORP.
outcome. The Company adjusts these unrecognized The Special Stock Option Plan provides for the
tax benefits, as well as the related interest, in light of issuance of stock options to purchase up to an
changing facts and circumstances. The resolution aggregate of 3,600,000 shares of common stock.
of any particular uncertain tax position could require Options may be granted for such consideration as
the use of cash and an adjustment to our provision determined by the Board of Directors. The vesting
for income taxes in the period of resolution. Federal schedule and exercise price of these options are tied
income tax returns for years subsequent to Fiscal 2016 to the recipient’s ownership level of common stock
are subject to examination. Generally, the income tax and the terms generally allow for the reduction in
returns for the various state jurisdictions are subject to exercise price upon each vesting period. Also, the
examination for years ending after Fiscal 2014. Board of Directors authorized the issuance of options
to purchase up to 100,000 shares of common stock
to be issued at the direction of the Chairman.
9. LEGAL PROCEEDINGS
The Key Employee Equity Partnership Program (KEEP
The Company has been named in certain legal Program) provides for the granting of stock options to
proceedings, including those containing derivative and purchase up to 480,000 shares of common stock to
class action allegations. The Company is vigorously key employees, consultants, directors and officers.
defending all legal proceedings and believes litigation Participants who purchase shares of stock in the
will not have a material adverse effect on the Company’s open market receive grants of stock options equal
financial position, cash flows or results of operations. to 50% of the number of shares purchased, up to a
maximum of 12,000 shares in any two-year period.
Options under the KEEP Program are forfeited in
10. STOCK-BASED COMPENSATION the event of the sale of shares used to acquire such
options. Options are granted at an initial exercise
Our stock-based compensation program is a broad- price of 60% of the purchase price paid for the shares
based program designed to attract and retain personnel acquired and the exercise price reduces to the stock
while also aligning participants’ interests with the par value at the end of the six-year vesting period.
interests of the shareholders.
Stock options are accounted for under the fair value
The 1991 Omnibus Incentive Plan (the Omnibus Plan) method of accounting using a Black-Scholes valuation
provides for compensatory awards consisting of (i) stock model to estimate the stock option fair value at date
options or stock awards for up to 9,600,000 shares of of grant. The fair value of stock options is amortized
common stock, (ii) stock appreciation rights, dividend to expense over the vesting period. Stock options
equivalents, other stock-based awards in amounts up to for 266,500 shares were granted in Fiscal 2021, and
9,600,000 shares of common stock and (iii) performance 18,000 shares in Fiscal 2019. No stock options were
awards consisting of any combination of the above. The issued during Fiscal 2020. The weighted average
Omnibus Plan is designed to provide an incentive to Black-Scholes fair value assumptions for stock
officers and certain other key employees and consultants options granted are as follows: weighted average
by making available to them an opportunity to acquire a expected life of 7.2 years for Fiscal 2021 and 8.0
proprietary interest or to increase such interest in National years for Fiscal 2019; weighted average expected
Beverage. The number of shares or options which may volatility of 19.36% for Fiscal 2021 and 21.7% for
be issued under stock-based awards to an individual Fiscal 2019; weighted average risk free interest
is limited to 3,360,000 during any year. Awards may rates of 3.85% for Fiscal 2021 and 2.6% for Fiscal
be granted for no cash consideration or such minimal 2019; and expected dividend yield of 1.3% for Fiscal
cash consideration as may be required by law. Options 2021 and 1.6% for Fiscal 2019. The expected life
generally have an exercise price equal to the fair market of stock options was estimated based on historical
value of our common stock on the date of grant, vest experience. The expected volatility was estimated
over a five-year period and expire after ten years. based on historical stock prices for a period
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NATIONAL BEVERAGE CORP.
consistent with the expected life of stock options. 11. PENSION PLANS
The risk free interest rate was based on the U.S.
Treasury constant maturity interest rate whose term The Company contributes to certain pension plans
is consistent with the expected life of stock options. under collective bargaining agreements and to a
discretionary profit sharing plan. Annual contributions
The following is a summary of stock option activity for (including contributions to multi-employer plans
Fiscal 2021: reflected below) were $3.7 million for Fiscal 2021, $3.6
million for Fiscal 2020 and $3.8 million for Fiscal 2019.
Number
of Shares Price (a) The Company participates in three multi-employer
Options outstanding, beginning defined benefit pension plans with respect to certain
389,090 $ 7.01
of year collective bargaining agreements. If the Company
Granted 266,500 31.27 chooses to stop participating in the multi-employer plan
or if other employers choose to withdraw to the extent
Exercised (69,490) 6.99
that a mass withdrawal occurs, the Company could be
Cancelled (25,000) 5.46 required to pay the plan a withdrawal liability based on
the underfunded status of the plan.
Options outstanding, end of year 561,100 17.74
29
NATIONAL BEVERAGE CORP.
PPA Zone Status
Fiscal Fiscal FIP/RP Surcharge
Pension Fund 2021 2020 Status Imposed
Central States, Southeast and Southwest
Red Red Implemented Yes
Areas Pension Plan (EIN no. 36-6044243) (the “CSSS Fund”)
For the plan years ended December 31, 2019 and December 31, 2018, the Company was not listed in the Form
5500 Annual Returns as providing more than 5% of the total contributions for the above plans. The collective
bargaining agreements for employees in the CSSS Fund and the WCT Fund expire on October 18, 2021 and
May 14, 2021, respectively.
The Company’s contributions for all multi-employer pension plans for the last three fiscal years are as follow:
The Company enters 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 1, 2021, the Company had
purchase commitments for raw materials of $20.0 million through 2023.
FISCAL 2020
Net sales $ 263,568 $ 251,611 $ 222,814 $ 262,401
Gross profit 96,574 92,814 82,095 98,657
Net income 34,542 32,654 26,563 36,213
Earnings per common share – basic $ .37 $ .35 $ .28 $ .39
Earnings per common share – diluted $ .37 $ .35 $ .28 $ .39
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NATIONAL BEVERAGE CORP.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Opinions on the Financial Statements and Internal accordance with U.S. federal securities laws and the
Control over Financial Reporting applicable rules and regulations of the Securities and
We have audited the accompanying consolidated Exchange Commission and the PCAOB.
balance sheets of National Beverage Corp. (the
Company) as of May 1, 2021 and May 2, 2020, We conducted our audits in accordance with the
and the related consolidated statements of income, standards of the PCAOB. Those standards require that
comprehensive income, shareholders’ equity and we plan and perform the audits to obtain reasonable
cash flows for each of the three years in the period assurance about whether the financial statements
ended May 1, 2021, and the related notes (collectively, are free of material misstatement, whether due to
the financial statements). We also have audited the error or fraud, and whether effective internal control
Company’s internal control over financial reporting over financial reporting was maintained in all material
as of May 1, 2021, based on criteria established in respects.
Internal Control — Integrated Framework issued by
the Committee of Sponsoring Organizations of the Our audits of the financial statements included
Treadway Commission in 2013. performing procedures to assess the risks of material
misstatement of the financial statements, whether due to
In our opinion, the financial statements referred to error or fraud, and performing procedures that respond
above present fairly, in all material respects, the financial to those risks. Such procedures included examining,
position of the Company as of May 1, 2021 and on a test basis, evidence regarding the amounts and
May 2, 2020, and the results of its operations and its disclosures in the financial statements. Our audits also
cash flows for each of the years in the three-year period included evaluating the accounting principles used and
ended May 1, 2021, in conformity with accounting significant estimates made by management, as well
principles generally accepted in the United States of as evaluating the overall presentation of the financial
America. Also in our opinion, the Company maintained, statements. Our audit of internal control over financial
in all material respects, effective internal control over reporting included obtaining an understanding of
financial reporting as of May 1, 2021, based on criteria internal control over financial reporting, assessing the
established in Internal Control — Integrated Framework risk that a material weakness exists, and testing and
issued by the Committee of Sponsoring Organizations evaluating the design and operating effectiveness of
of the Treadway Commission in 2013. internal control based on the assessed risk. Our audits
also included performing such other procedures as
Basis for Opinions we considered necessary in the circumstances. We
The Company’s management is responsible for these believe that our audits provide a reasonable basis for
financial statements, for maintaining effective internal our opinions.
control over financial reporting, and for its assessment
of the effectiveness of internal control over financial Definition and Limitations of Internal Control over
reporting, included in the accompanying Management’s Financial Reporting
Report on Internal Control over Financial Reporting. Our A company’s internal control over financial reporting is
responsibility is to express an opinion on the Company’s a process designed to provide reasonable assurance
financial statements and an opinion on the company’s regarding the reliability of financial reporting and
internal control over financial reporting based on our the preparation of financial statements for external
audits. We are a public accounting firm registered purposes in accordance with generally accepted
with the Public Company Accounting Oversight accounting principles. A company’s internal control
Board (United States) (PCAOB) and are required over financial reporting includes those policies and
to be independent with respect to the Company in procedures that (1) pertain to the maintenance of
31
NATIONAL BEVERAGE CORP.
records that, in reasonable detail, accurately and fairly actuarial estimation techniques that are dependent
reflect the transactions and dispositions of the assets upon assumptions and expectations about future
of the company; (2) provide reasonable assurance events, many of which are difficult to quantify. As of
that transactions are recorded as necessary to permit May 1, 2021 and May 2, 2020, other liabilities included
preparation of financial statements in accordance accruals of $5.9 million and $5.5 million, respectively, for
with generally accepted accounting principles, and estimated non-current risk retention exposures, of which
that receipts and expenditures of the company are $4.5 million and $4.3 million was covered by insurance
being made only in accordance with authorizations of at May 1, 2021 and May 2, 2020, respectively.
management and directors of the company; and (3)
provide reasonable assurance regarding prevention We identified the evaluation of the Company’s self-
or timely detection of unauthorized acquisition, use or insurance accruals as a critical audit matter due to
disposition of the company’s assets that could have a the significant judgments made by management in
material effect on the financial statements. estimating the workers’ compensation liability. Auditing
management’s judgments used in estimating the value
Because of its inherent limitations, internal control of the workers’ compensation liability involved a high
over financial reporting may not prevent or detect degree of auditor judgment and increased audit effort,
misstatements. Also, projections of any evaluation of including the use of our actuarial specialist.
effectiveness to future periods are subject to the risk
that controls may become inadequate because of Our audit procedures related to the Company’s self-
changes in conditions, or that the degree of compliance insurance accrual assessment included the following,
with the policies or procedures may deteriorate. among others:
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NATIONAL BEVERAGE CORP.
ITEM 9. Management recognizes that there are inherent
CHANGES IN AND DISAGREEMENTS WITH limitations in the effectiveness of any internal control
ACCOUNTANTS ON ACCOUNTING AND over financial reporting, including the possibility of
FINANCIAL DISCLOSURE human error and the circumvention or overriding of
internal control. Accordingly, even effective internal
Not applicable. control over financial reporting can provide only
reasonable assurance with respect to financial
statement preparation. Further, because of changes
in conditions, the effectiveness of internal control may
ITEM 9A. vary over time.
CONTROLS AND PROCEDURES
RSM US LLP, an independent registered public
Disclosure Controls and Procedures accounting firm, has audited the consolidated financial
As of the end of the period covered by this Annual statements included in this Annual Report on Form
Report on Form 10-K, we carried out an evaluation, 10-K and, as part of their audit, has issued their report,
under the supervision and with the participation of included herein, on the effectiveness of our internal
the Company’s management, including our Chief control over financial reporting.
Executive Officer and Principal Financial Officer, of
the effectiveness of the design and operation of our Changes in Internal Control over Financial Reporting
“disclosure controls and procedures” (as defined in There were no changes in our internal control over
Rule 13a-15(e) of the Securities Exchange Act of 1934, financial reporting during the year ended May 1, 2021
as amended (the Exchange Act)). Based upon that that have materially affected, or are reasonably likely
evaluation, the Chief Executive Officer and Principal to materially affect, our internal control over financial
Financial Officer concluded that our disclosure controls reporting.
and procedures were effective to ensure information
required to be disclosed by us in reports we file or submit
under the Exchange Act is (1) recorded, processed,
summarized and reported within the time periods ITEM 9B.
specified in SEC rules and forms and (2) accumulated OTHER INFORMATION
and communicated to our management, including our
Chief Executive Officer and Principal Financial Officer, Not applicable.
to allow timely decisions regarding required disclosure.
33
NATIONAL BEVERAGE CORP.
PART III
Name Age Position with Company The information required by Item 12 will be included
under the captions “Security Ownership” and “Equity
Nick A. Caporella (1) 85 Chairman of the Board and
Chief Executive Officer
Compensation Plan Information” in the Company’s
2021 Proxy Statement and is incorporated herein by
reference.
Joseph G. Caporella (2) 60 President
34
NATIONAL BEVERAGE CORP.
PART IV
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this report: Page
1. Financial Statements 17
Consolidated Balance Sheets 17
Consolidated Statements of Income 18
Consolidated Statements of Comprehensive Income 19
Consolidated Statements of Shareholders’ Equity 20
Consolidated Statements of Cash Flows 21
Notes to Consolidated Financial Statements 22
Report of Independent Registered Public Accounting Firm 31
2. Financial Statement Schedules NA
3. Exhibits
See Exhibit Index which follows.
ITEM 16.
FORM 10-K SUMMARY
Not applicable
35
NATIONAL BEVERAGE CORP.
EXHIBIT INDEX
Exhibit
No. Description
3.3 Certificate of Designation of the Special Series D Preferred Stock of the Company (3)
4 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange
Act of 1934 (15)
10.1 Management Agreement between the Company and Corporate Management Advisors, Inc.(4) *
10.2 National Beverage Corp. Investment and Profit Sharing Plan (5) *
10.5 Amendment No. 1 to the National Beverage Corp. Omnibus Incentive Plan (6) *
10.7 Amendment No. 2 to the National Beverage Corp. Omnibus Incentive Plan (8) *
10.8 National Beverage Corp. Key Employee Equity Partnership Program (8) *
10.9 Second Amended and Restated Credit Agreement, dated June 30, 2008, between NewBevCo, Inc.
and lender therein (9)
10.10 Amendment to National Beverage Corp. Special Stock Option Plan (10) *
10.11 Amendment to National Beverage Corp. Key Employee Equity Partnership Program (10) *
10.12 First Amendment to Second Amended and Restated Credit Agreement, dated January 16, 2013,
between NewBevCo, Inc. and lender therein (11)
10.13 Second Amendment to Second Amended and Restated Credit Agreement, dated July 7, 2015, between
NewBevCo, Inc. and lender therein (12)
10.14 Third Amendment to Second Amended and Restated Credit Agreement, dated June 29, 2017, between
NewBevCo, Inc. and lender therein (13)
10.15 Credit Facility Amended Agreement dated October 28, 2020 between NewBevCo, Inc. and lender
therein (14)
10.16 Fourth Amendment to Second Amended Credit Agreement dated October 30, 2020 between
NewBevCo, Inc and lender therein (14)
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (16)
31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002( 16)
32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (16)
36
NATIONAL BEVERAGE CORP.
Exhibit
No. Description
32.2 Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (16)
101 The following financial information from National Beverage Corp.’s Annual Report on Form 10-K for the
fiscal year ended May 1, 2021 is formatted as inline XBRL (eXtensible Business Reporting Language):
(i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements
of Comprehensive Income; (iv) Consolidated Statements of Shareholders’ Equity; (v) Consolidated
Statements of Cash Flows; and (vi) the Notes to Consolidated Financial Statements.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
(1) Previously filed with the Securities and Exchange Commission as an exhibit to Schedule 14C
Information Statement dated June 26, 2018 and is incorporated herein by reference.
(2) Previously filed with the Securities and Exchange Commission as an exhibit to Form 8-K
Current Report dated July 23, 2018 and is incorporated herein by reference.
(3) Previously filed with the Securities and Exchange Commission as an exhibit to Form 8-K
Current Report dated January 31, 2013 and is incorporated herein by reference.
(4) Previously filed with the Securities and Exchange Commission as an exhibit to Amendment No. 1 to Form S-1
Registration Statement (File No. 33-38986) on July 26, 1991 and is incorporated herein by reference.
(5) Previously filed with the Securities and Exchange Commission as an exhibit to the Form S-1
Registration Statement (File No. 33-38986) on February 19, 1991 and is incorporated herein by reference
(6) Previously filed with the Securities and Exchange Commission as an exhibit to Annual Report on Form 10-K
for the fiscal year ended April 27, 1996 and is incorporated herein by reference.
(7) Previously filed with the Securities and Exchange Commission as an exhibit to Registration Statement on Form S-8
(File No. 33-95308) on August 1, 1995 and is incorporated herein by reference.
(8) Previously filed with the Securities and Exchange Commission as an exhibit to Annual Report on Form 10-K
for the fiscal year ended May 3, 1997 and is incorporated herein by reference.
(9) Previously filed with the Securities and Exchange Commission as an exhibit to Quarterly Report on Form 10-Q
for the fiscal period ended January 29, 2011 and is incorporated herein by reference.
(10) Previously filed with the Securities and Exchange Commission as an exhibit to Quarterly Report on Form 10-Q
for the fiscal period ended January 31, 2009 and is incorporated herein by reference.
(11) Previously filed with the Securities and Exchange Commission as an exhibit to Quarterly Report on Form 10-Q
for the fiscal period ended January 26, 2013 and is incorporated herein by reference.
(12) Previously filed with the Securities and Exchange Commission as an exhibit to Quarterly Report on Form 10-Q
for the fiscal period ended August 1, 2015 and is incorporated herein by reference.
(13) Previously filed with the Securities and Exchange Commission as an exhibit to Annual Report on Form 10-K
for the fiscal year ended April 29, 2017 and is incorporated herein by reference.
(14) Previously filed with the Securities and Exchange Commission as an exhibit to Quarterly Report on Form 10-Q
for the fiscal period ended January 30, 2021 and is incorporated herein by reference.
(15) Previously filed with the Securities and Exchange Commission as an exhibit to Annual Report on Form 10-K
for the fiscal year ended May 2, 2020 and is incorporated herein by reference.
37
NATIONAL BEVERAGE CORP.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities indicated on June 30, 2021.
38
NATIONAL BEVERAGE CORP.
Exhibit 21
39
NATIONAL BEVERAGE CORP.
Exhibit 23
We consent to the incorporation by reference in the Registration Statement No. 333-97415 on Form S-8 of
National Beverage Corp. of our report dated June 30, 2021, relating to the consolidated financial statements
and the effectiveness of internal control over financial reporting of National Beverage Corp., which appears in this
Annual Report on Form 10-K of National Beverage Corp. for the year ended May 1, 2021.
40
NATIONAL BEVERAGE CORP.
Exhibit 31.1
CERTIFICATION
1. I have reviewed this annual report on Form 10-K of National Beverage Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, 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;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.
41
NATIONAL BEVERAGE CORP.
Exhibit 31.2
CERTIFICATION
1. I have reviewed this annual report on Form 10-K of National Beverage Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, 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;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant’s internal control over financial reporting.
42
NATIONAL BEVERAGE CORP.
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of National Beverage Corp. (the Company) on Form 10-K for the period
ended May 1, 2021 (the Report), I, Nick A. Caporella, Chairman of the Board and Chief Executive Officer of the
Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley
Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition
and results of operations of the Company.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of National Beverage Corp. (the Company) on Form 10-K for the period
ended May 1, 2021 (the Report), I, George R. Bracken, Executive Vice President - Finance of the Company, certify,
pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that
to my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition
and result of operations of the Company.
43
NATIONAL BEVERAGE CORP.
2021 ANNUAL REPORT CORPORATE DATA
Brent R. Bott
Executive Director-
Consumer Marketing
Gregory J. Kwederis
Executive Director-
Beverage Analyst
Dominic H. Angelina
Director-Internal Audit
Richard S. Berkes
Director-Risk Management
Glenn G. Bryan
Director-Tax
Iris V. Jackson
Director-Financial Reporting
Julio C. Marrero
Director-IT
Michael M. King
Special Corporate Counsel
8100 Southwest Tenth Street, Fort Lauderdale, Florida 33324
954.581.0922 • www.nationalbeverage.com