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United States securities and exchange commission logo
September 15, 2023
George R. Bracken
Executive Vice President Finance
National Beverage Corp.
8100 SW Tenth Street, Suite 4000
Fort Lauderdale, FL 33324
Re: National Beverage
Corp.
Form 10-K for the
Fiscal Year Ended April 29, 2023
Response dated
September 5, 2023
File No. 001-14170
Dear George R. Bracken:
We have reviewed your September 5, 2023 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
August 3, 2023 letter.
Form 10-K filed June 28, 2023
Management's Discussion and Analysis of Financial Condition and Results
of Operations, page
12
1. We note your response
to prior comment 1. However, it does not appear that you have
explained the basis for
you conclusion regarding materiality. Please explain in greater
detail how you
considered providing disclosure regarding the following indirect
consequences of
climate-related regulations or business trends:
decreased demand
for goods or services that produce significant greenhouse gas
emissions or are
related to carbon-based energy sources;
increased demand
for goods that result in lower emissions than competing products;
increased
competition to develop innovative new products that result in lower
emissions; and
George R. Bracken
National Beverage Corp.
September 15, 2023
Page 2
increased demand for generation and transmission of energy from
alternative energy
sources.
We also note your response states that you did not experience
increased competition to
develop innovative new products that result in lower emissions nor an
increased demand
for generation and transmission of energy from alternative energy
sources. Please tell us
how you considered discussing the indirect consequences of
climate-related regulations or
business trends on your manufacturing, packaging and distribution
supply chain, including
any related increased compliance costs and capital expenditures. In
that regard, we note
you disclose that you are "dedicated to sustainable operations and
responsible business
initiatives" and that you focus on "reducing packaging content."
In addition, please expand your disclosure to discuss the potential
adverse consequences
to your reputation resulting from your operations or products that
produce material
greenhouse gas emissions.
2. Your response to prior comment 2 appears to be conclusory in nature
without providing
sufficient detail regarding the potential physical effects of climate
change on your
operations and results. In that regard, we note you disclose that
during the three year
period covered by the Form 10-K, you did not experience a material
physical effect from
the severity of weather to your operations or results of operations
and no material
weather-related damages to your property or operations. Please
quantify the impact of any
severe weather on your operations and results, including the closures
of any facilities such
as your South Florida facility.
Please also tell us what consideration you have given to discussing
whether climate
change may exacerbate extreme weather and impact your production and
operations. For
example, your discussion may consider, among other factors, the
impact, if any, of the
California wildfires or Winter Storm Uri on your facilities and/or raw
materials, and
whether severe weather as a result of climate change may result in
water scarcity or
deterioration of water quality. We note your raw materials disclosure
on page 7 of your
Form 10-K and that your risk factor on page 12 states that
"[p]rolonged drought
conditions in the geographic regions in which you do business could
lead to restrictions on
the use of water, which could adversely affect [your] ability to
produce and distribute
products."
Please contact Michael Purcell at 202-551-5351 or Karina Dorin at
202-551-3763 with
any questions.
FirstName LastNameGeorge R. Bracken Sincerely,
Comapany NameNational Beverage Corp.
September 15, 2023 Page 2 Division of
Corporation Finance
FirstName LastName Office of Energy
& Transportation