Edgar Filing: NATIONAL BEVERAGE CORP

natbev_10q-103010.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended October 30, 2010

Commission file number 1-14170

NATIONAL BEVERAGE CORP.

(Exact name of registrant as specified in its charter)

Delaware	59-2605822
(State of incorporation)	(I.R.S. Employer Identification No.)

8100 SW Tenth Street, Suite 4000, Fort Lauderdale, FL 33324

(Address of principal executive offices including zip code)

(954) 581-0922

(Registrant’s telephone number including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (ü) No ( )

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ( ) No ( )

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ( ) Accelerated filer (ü) Non-accelerated filer ( ) Smaller reporting company ( )

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ( ) No (ü)

The number of shares of registrant’s common stock outstanding as of December 2, 2010 was 46,169,355.

NATIONAL BEVERAGE CORP.

QUARTERLY REPORT ON FORM 10-Q

INDEX

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements	Page

Condensed Consolidated Balance Sheets as of October 30, 2010 and May 1, 2010	3

Condensed Consolidated Statements of Income for the Three and Six Months Ended October 30, 2010 and October 31, 2009	4

Condensed Consolidated Statements of Cash Flows for the Six Months Ended October 30, 2010 and October 31, 2009	5

Notes to Condensed Consolidated Financial Statements	6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	9

Item 3. Quantitative and Qualitative Disclosures About Market Risk	12

Item 4. Controls and Procedures	12

PART II - OTHER INFORMATION

Item 1A. Risk Factors	13

Item 6. Exhibits	13

Signature	14

Exhibit Index	15

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except per share amounts)

	October 30,			May 1,
	2010			2010
Assets
Current assets:
Cash and equivalents	$	94,363		$	68,566
Trade receivables - net of allowances of $574 ($509 at May 1)		47,308			53,834
Inventories		32,285			34,672
Deferred income taxes - net		2,804			3,367
Prepaid and other assets		5,970			4,184
Total current assets		182,730			164,623
Property - net		52,409			53,401
Goodwill		13,145			13,145
Intangible assets - net		1,615			1,615
Other assets		6,744			7,575
	$	256,643		$	240,359

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	41,644		$	48,428
Accrued liabilities		22,993			23,170
Income taxes payable		112			127
Total current liabilities		64,749			71,725
Deferred income taxes - net		15,475			15,597
Other liabilities		11,162			11,465
Shareholders' equity:
Preferred stock, 7% cumulative, $1 par value - 1,000,000 shares authorized; 150,000 shares issued; no shares outstanding		150			150
Common stock, $.01 par value - 75,000,000 shares authorized; 50,197,339 shares issued (50,188,819 shares at May 1, 2010)		502			502
Additional paid-in capital		28,400			28,150
Retained earnings		153,027			130,767
Accumulated other comprehensive income		1,178			3
Treasury stock - at cost:
Preferred stock - 150,000 shares		(5,100	)		(5,100	)
Common stock - 4,032,784 shares		(12,900	)		(12,900	)
Total shareholders' equity		165,257			141,572
	$	256,643		$	240,359

See accompanying Notes to Condensed Consolidated Financial Statements.

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended					Six Months Ended
	October 30,		October 31,			October 30,		October 31,
	2010		2009			2010		2009

Net sales	$	151,127	$	149,571		$	316,157	$	312,402

Cost of sales		94,772		98,774			201,314		211,082

Gross profit		56,355		50,797			114,843		101,320

Selling, general & administrative expenses		40,510		37,520			80,239		72,834

Interest expense		20		27			51		57

Other income (expense) - net		24		(325	)		12		(297	)

Income before income taxes		15,849		12,925			34,565		28,132

Provision for income taxes		5,642		4,601			12,305		10,015

Net income	$	10,207	$	8,324		$	22,260	$	18,117

Net income per share -
Basic	$	.22	$	.18		$	.48	$	.39
Diluted	$	.22	$	.18		$	.48	$	.39

Weighted average common shares outstanding -
Basic		46,161		46,020			46,159		46,017
Diluted		46,367		46,275			46,360		46,268

See accompanying Notes to Condensed Consolidated Financial Statements.

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Six Months Ended
	October 30,			October 31,
	2010			2009
Cash Flows From Operating Activities:
Net income	$	22,260		$	18,117
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		5,980			6,377
Deferred income tax benefit		(209	)		(320	)
(Gain) loss on disposal/impairment of property, net		(4	)		693
Stock-based compensation		196			171
Changes in assets and liabilities:
Trade receivables		6,526			7,214
Inventories		2,387			5,536
Prepaid and other assets		549			1,656
Accounts payable		(6,784	)		(16,272	)
Accrued and other liabilities		(1,032	)		2,057
Net cash provided by operating activities		29,869			25,229

Cash Flows From Investing Activities:
Additions to property, plant and equipment		(4,136	)		(4,309	)
Proceeds from sale of property, plant and equipment		10			10
Net cash used in investing activities		(4,126	)		(4,299	)

Cash Flows From Financing Activities:
Proceeds from stock options exercised		24			67
Stock-based tax benefits		30			65
Net cash provided by financing activities		54			132

Net Increase in Cash and Equivalents		25,797			21,062

Cash and Equivalents - Beginning of Year		68,566			84,140

Cash and Equivalents - End of Period	$	94,363		$	105,202

Other Cash Flow Information:
Interest paid	$	52		$	61
Income taxes paid		13,331			10,497

See accompanying Notes to Condensed Consolidated Financial Statements.

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

National Beverage Corp. develops, manufactures, markets and distributes a complete portfolio of multi-flavored soft drinks, juice drinks, water and specialty beverages throughout the United States. Incorporated in Delaware in 1985, National Beverage Corp. is a holding company for various operating subsidiaries. When used in this report, the terms “we,” “us,” “our,” “Company” and “National Beverage” mean National Beverage Corp. and its subsidiaries.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and rules and regulations of the Securities and Exchange Commission for interim financial information. The financial statements do not include all information and notes required by GAAP for complete financial statements. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Results for the interim periods presented are not necessarily indicative of results which might be expected for the entire fiscal year.

These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended May 1, 2010.

Derivative Financial Instruments

We use derivative financial instruments to partially mitigate our exposure to changes in raw material costs. All derivative financial instruments are recorded at fair value in our Condensed Consolidated Balance Sheets. The estimated fair value of derivative financial instruments is calculated based on market rates to settle the instruments. Such valuation does not entail a significant amount of judgment and the inputs that are significant to the fair value measurement are Level 2 in the fair value hierarchy. There have been no changes in valuation methodologies. We do not use derivative financial instruments for trading or speculative purposes. See Note 6.

2. INVENTORIES

Inventories are stated at the lower of first-in, first-out cost or market. Inventories at October 30, 2010 are comprised of finished goods of $19,703,000 and raw materials of $12,582,000. Inventories at May 1, 2010 are comprised of finished goods of $21,104,000 and raw materials of $13,568,000.

3. PROPERTY

Property consists of the following:

	(In thousands)
	October 30, 2010			May 1, 2010
Land	$	9,779		$	9,779
Buildings and improvements		44,515			44,415
Machinery and equipment		131,900			128,029
Total		186,194			182,223
Less accumulated depreciation		(133,785	)		(128,822	)
Property – net	$	52,409		$	53,401

Depreciation expense was $2,767,000 and $5,122,000 for the three-month and six-month periods ended October 30, 2010, respectively, and $2,930,000 and $5,418,000 for the three-month and six-month periods ended October 31, 2009, respectively.

4. DEBT

At October 30, 2010, a subsidiary of the Company maintained a $50,000,000 unsecured revolving credit facility with a bank (the “Credit Facility”). The Credit Facility expires on April 30, 2013 and borrowings currently bear interest at .3% above LIBOR or, at our election, .5% below the bank’s reference rate. At October 30, 2010, $2,326,000 of the Credit Facility was used for standby letters of credit and $47,674,000 was available for borrowings.

The Credit Facility requires the subsidiary to maintain certain financial ratios, principally debt to net worth and debt to EBITDA (as defined in the loan agreement), and contains other restrictions, none of which are expected to have a material effect on our operations or financial position. At October 30, 2010, we were in compliance with all loan covenants and approximately $1,163,000 of retained earnings was restricted from distribution.

5. STOCK-BASED COMPENSATION

During the six months ended October 30, 2010, options to purchase 301,250 shares of common stock were granted (weighted average exercise price of $11.35 per share) and options to purchase 8,520 shares were exercised (weighted average exercise price of $2.87 per share). At October 30, 2010, options to purchase 706,850 shares (weighted average exercise price of $7.08 per share) were outstanding and stock-based awards to purchase 2,980,854 shares of common stock were available for grant.

6. DERIVATIVE FINANCIAL INSTRUMENTS

We have entered into aluminum swap contracts to partially mitigate our exposure to changes in the cost of aluminum cans through April 2012. The financial instruments are designated and accounted for as a cash flow hedge. Accordingly, gains or losses attributable to the effective portion of the cash flow hedge are reported in Accumulated other comprehensive income (“AOCI”) and reclassified into earnings through Cost of sales in the period in which the hedged transaction affects earnings. The ineffective portion of the change in fair value of our cash flow hedges was immaterial. The following summarizes the gains (losses) recognized in the Condensed Consolidated Statements of Income and AOCI relative to the cash flow hedges for the second quarter and six months ended October 30, 2010 and October 31, 2009:

	(In thousands)
	Second Quarter Ended						Six Months Ended
	2010			2009			2010			2009
Recognized in AOCI:
Gain (loss) before income taxes	$	1,617		$	(1	)	$	432		$	597
Less income tax provision		576		--				154			213
Net	$	1,041		$	(1	)	$	278		$	384
Reclassified from AOCI to cost of sales:
Gain (loss) before income taxes	$	(770	)	$	145		$	(1,393	)	$	106
Less income tax provision (benefit)		(274	)		52			(496	)		38
Net	$	(496	)	$	93		$	(897	)	$	68
Net change to AOCI	$	1,537		$	(94	)	$	1,175		$	316

As of October 30, 2010, the notional amount of our outstanding aluminum swap contracts was $28,683,000 and, assuming no change in the commodity prices, $1,475,000 of unrealized net gain (before tax) will be reclassified from AOCI and recognized in earnings over the next twelve months. See Notes 1 and 7.

As of October 30, 2010, the fair value of the derivative asset was $1,829,000 which was included in Prepaid and other assets. Such valuation does not entail a significant amount of judgment and the inputs that are significant to the fair value measurement are Level 2 in the fair value hierarchy.

7. COMPREHENSIVE INCOME

Comprehensive income for the second quarter and six months ended October 30, 2010 and October 31, 2009 was comprised of net income and changes in the fair value of our cash flow hedges (see Note 6 above) as follows:

	(In thousands)
	Second Quarter Ended					Six Months Ended
	2010		2009			2010		2009
Net income	$	10,207	$	8,324		$	22,260	$	18,117
Cash flow hedges, net of tax		1,537		(94	)		1,175		316
Comprehensive income	$	11,744	$	8,230		$	23,435	$	18,433

8. SUBSEQUENT EVENTS

On December 6, 2010, the Company declared a cash dividend of $2.30 per share payable to shareholders of record on December 16, 2010. The cash dividend, expected to approximate $106 million, will be paid on or before February 14, 2011.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

National Beverage Corp. develops, manufactures, markets and distributes a complete portfolio of quality beverage products throughout the United States. Incorporated in Delaware in 1985, National Beverage Corp. is a holding company for various operating subsidiaries. In this report, the terms “we,” “us,” “our,” “Company” and “National Beverage” mean National Beverage Corp. and its subsidiaries.

We consider ourselves to be a leader in the development and sale of flavored beverage products in the United States, offering a wide selection of flavored soft drinks, juices, sparkling waters, energy drinks and nutritionally-enhanced waters. Our flavor development spans over 100 years originating with our flagship brands, Shasta® and Faygo®, each of which has over 50 flavor varieties. We also offer the health-conscious consumer a diverse line of flavored beverage products, including Everfresh®, Home Juice®, and Mr. Pure® 100% juice and juice-based products; LaCroix®, Crystal Bay® and ClearFruit® flavored, sparkling, and spring water products; and ÀSanté® nutritionally-enhanced waters. In addition, we produce and market Rip It® energy drinks, Ohana® fruit-flavored drinks, St. Nick’s® holiday soft drinks, as well as effervescent powder beverage enhancers sold under the NutraFizz® brand name. Substantially all of our brands are produced in twelve manufacturing facilities that are strategically located near major metropolitan markets throughout the continental United States. To a lesser extent, we develop and produce soft drinks for certain retailers and beverage companies (“allied brands”).

Our strategy emphasizes the growth of our products by offering a branded beverage portfolio of proprietary flavors, supporting the franchise value of regional brands and expanding those brands with distinctive packaging and broader demographic emphasis, developing and acquiring innovative products tailored toward healthy lifestyles, and appealing to the “quality-value” expectations of the family consumer. We believe that the “regional share dynamics” of our brands results in more retailer sponsored promotional activities which perpetuate consumer loyalty within local regional markets.

Our focus is to increase penetration of our brands in the convenience channel through Company-owned and independent distributors. The convenience channel consists of convenience stores, gas stations and other smaller “up-and-down-the-street” accounts. Because of the higher retail prices and margins that typically prevail in this market, we have undertaken several measures to expand convenience channel distribution. These measures include development of new products and serving sizes specifically targeted for this market, such as ClearFruit, Crystal Bay, Rip It and ÀSanté. Additionally, we have created proprietary and specialized packaging with distinctive graphics for these products. We intend to continue our focus on enhancing growth in the convenience channel through both specialized packaging and innovative product development.

Beverage industry sales are seasonal with the highest volume typically realized during the summer months. Additionally, our operating results are subject to numerous factors, including fluctuations in the costs of raw materials, changes in consumer preference for beverage products and competitive pricing in the marketplace.

RESULTS OF OPERATIONS

Three Months Ended October 30, 2010 (second quarter of fiscal 2011) compared to

Three Months Ended October 31, 2009 (second quarter of fiscal 2010)

Net sales for the second quarter of fiscal 2011 increased 1.0% to $151,127,000 compared to $149,571,000 for the second quarter of fiscal 2010. The net sales improvement reflects a 2.8% increase in branded carbonated soft drink volume and a 16.8% increase in case volume of the Company’s energy drinks, juices and waters offset in part by a decline in allied branded carbonated soft drink volume.

Gross profit approximated 37.3% of net sales for the second quarter of fiscal 2011 compared to 34.0% of net sales for the second quarter of fiscal 2010. The gross profit improvement was due primarily to the change in product mix and lower raw material costs. Cost of goods sold per unit decreased 7.4%.

Selling, general & administrative expenses were $40,510,000 or 26.8% of net sales for the second quarter of fiscal 2011 compared to $37,520,000 or 25.1% of net sales for the second quarter of fiscal 2010. The increase in expenses was due to higher marketing and distribution expenses.

Other income includes interest income of $53,000 for fiscal 2011 and $55,000 for fiscal 2010. Also, included in other income (expense) for the second quarter of fiscal 2010 is a loss of $96,000 from the disposal of property and $250,000 from the write-off of other assets.

The Company’s effective income tax rate, based upon estimated annual income tax rates, was 35.6% for the second quarter of fiscal 2011 and fiscal 2010. The difference between the effective rate and the federal statutory rate of 35% was primarily due to the combined effect of state income taxes, nondeductible expenses and nontaxable interest income.

Six Months Ended October 30, 2010 (first six months of fiscal 2011) compared to

Six Months Ended October 31, 2009 (first six months of fiscal 2010)

Net sales for the first six months of fiscal 2011 increased 1.2% to $316,157,000 compared to $312,402,000 for the first six months of fiscal 2010. The net sales improvement reflects a 12.5% increase in case volume of the Company’s energy drinks, juices and waters offset in part by a decline in allied branded carbonated soft drink volume.

Gross profit approximated 36.3% of net sales for the first six months of fiscal 2011 compared to 32.4% of net sales for the first six months of fiscal 2010. The gross profit improvement was due primarily to the change in product mix and lower raw material costs. Cost of goods sold per unit decreased 5.8%.

Selling, general & administrative expenses were $80,239,000 or 25.4% of net sales for the first six months of fiscal 2011 compared to $72,834,000 or 23.3% of net sales for the first six months of fiscal 2010. The increase in expenses was due to higher marketing and distribution expenses.

Other income includes interest income of $81,000 for fiscal 2011 and $154,000 for fiscal 2010. Also, included in other income (expense) for the first six months of fiscal 2010 is a loss of $193,000 from the disposal of property and $250,000 from the write-off of other assets.

The Company’s effective income tax rate, based upon estimated annual income tax rates, was 35.6% for the first six months of fiscal 2011 and fiscal 2010. The difference between the effective rate and the federal statutory rate of 35% was primarily due to the combined effect of state income taxes, nondeductible expenses and nontaxable interest income.

LIQUIDITY AND FINANCIAL CONDITION

Liquidity and Capital Resources

Our principal source of funds is cash generated from operations, which may be supplemented by borrowings under a credit facility. We maintain a $50,000,000 unsecured revolving credit facility, of which $2,326,000 was used for standby letters of credit at October 30, 2010. We believe that existing capital resources, including cash and equivalents aggregating $94,363,000 as of October 30, 2010, will be sufficient to meet our liquidity and capital requirements for the foreseeable future.

Cash Flows

The Company’s cash position for the first six months of fiscal 2011 increased $25,797,000 from May 1, 2010, which compares to an increase of $21,062,000 for the same 2010 fiscal period.

Net cash provided by operating activities for the first six months of fiscal 2011 amounted to $29,869,000 compared to $25,229,000 for the same 2010 fiscal period. For the first six months of fiscal 2011, cash flow was principally generated by net income of $22,260,000, depreciation and amortization aggregating $5,980,000 and a decrease in trade receivables of $6,526,000, offset in part by a decrease in accounts payable of $6,784,000.

Net cash used in investing activities for the first six months of fiscal 2011, principally capital expenditures, amounted to $4,126,000 compared to $4,299,000 for the same 2010 fiscal period.

Financial Position

During the first six months of fiscal 2011, working capital increased $25,083,000 to $117,981,000 due to cash provided by operating activities. Trade receivables, inventory and accounts payable decreased due to lower volume related to seasonality. The current ratio was 2.8 to 1 at October 30, 2010 and 2.3 to 1 at May 1, 2010.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in market risks from those reported in our Annual Report on Form 10-K for the fiscal year ended May 1, 2010.

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act). Based upon that evaluation, the Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls 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 specified in SEC rules and (2) accumulated and communicated to our management, including our Chief Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-Q (the “Form 10-Q”) constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the following: general economic and business conditions, pricing of competitive products, success in acquiring other beverage businesses, success of new product and flavor introductions, fluctuations in the costs of raw materials, our ability to increase selling prices, continued retailer support for our products, changes in consumer preferences, success of implementing business strategies, changes in business strategy or development plans, government regulations, regional weather conditions and other factors referenced in this Form 10-Q. For a further list and description of various risks, relevant factors and uncertainties that could cause future results or events to differ materially from those expressed or implied in our forward-looking statements, see the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections contained in our Annual Report on Form 10-K for the fiscal year ended May 1, 2010 and other filings with the Securities and Exchange Commission. 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.

PART II - OTHER INFORMATION

ITEM 1A. RISK FACTORS

There have been no material changes in risk factors from those reported in our Annual Report on Form 10-K for the fiscal year ended May 1, 2010.

ITEM 6. EXHIBITS

The exhibits listed in the accompanying exhibit index are filed as part of this Quarterly Report on Form 10-Q.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: December 9, 2010

	National Beverage Corp. (Registrant)

	By:	/s/ Dean A. McCoy
	Dean A. McCoy
	Senior Vice President and Chief Accounting Officer

EXHIBIT INDEX

Exhibit No.		Description

	31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	32.2	Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002