Business Context and Reporting Period
This Form 8-K Current Report is filed by National Beverage Corp. (NASDAQ: FIZZ) with a report date of October 31, 2024. The filing primarily addresses a change in the company's independent registered public accounting firm.
Key Financial Metrics
This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity metrics. It is a disclosure regarding corporate governance and audit oversight rather than a financial performance report.
Material Changes
- Accountant Change: The Audit Committee appointed Grant Thornton LLP as the new independent registered public accounting firm for the fiscal year ending May 3, 2025.
- Dismissal of Prior Auditor: RSM US LLP was dismissed as the independent registered public accounting firm, effective with the Company's second fiscal quarter.
- Audit History: RSM's audit reports for the fiscal years ended April 27, 2024, and April 29, 2023, did not contain adverse opinions, disclaimers, or qualifications regarding uncertainty, scope, or accounting principles.
- Disagreements: There were no disagreements with RSM on accounting principles, practices, or auditing scope during the two most recent fiscal years or the interim period through October 31, 2024.
Outlook, Risks, and Contingencies
- Material Weakness Remediation: A material weakness in internal control over financial reporting related to the review of the statement of cash flows (including operating lease disclosure) existed as of April 27, 2024. Management and the Audit Committee confirm this weakness was fully remediated as of July 27, 2024.
- Consultations: The Company did not consult Grant Thornton regarding any matters defined in Item 304(a)(2) of Regulation S-K prior to their engagement.
- Former Auditor Response: RSM US LLP provided a letter dated November 6, 2024, agreeing with the statements made in this report regarding the change in accountant.
Investor Verification Checklist
- Verify the effective date of the transition from RSM US LLP to Grant Thornton LLP for the fiscal year ending May 3, 2025.
- Confirm the status of the previously disclosed material weakness in internal controls (remediated as of July 27, 2024) in subsequent filings.
- Review the letter from RSM US LLP (Exhibit 16.1) to ensure no undisclosed disagreements exist.
- Monitor future 10-Q and 10-K filings for the first audit reports issued by Grant Thornton LLP.