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 29, 2016January 28, 2017

Commission file number 1-14170

NATIONAL BEVERAGE CORP.

(Exact name of registrant as specified in its charter)

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 (✔) 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 (✔) 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 (✔)

The number of shares of registrant’s common stock outstanding as of November 25, 2016February 24, 2017 was46,562,250. 46,568,550.

NATIONAL BEVERAGE CORP.

QUARTERLY REPORT ON FORM 10-Q

INDEX

Page

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands, except share data)

See accompanying Notes to Consolidated Financial Statements.

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(In thousands, except per share amounts)

See accompanying Notes to Consolidated Financial Statements.

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(In thousands)

See accompanying Notes to Consolidated Financial Statements.

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)

(In thousands)

See accompanying Notes to Consolidated Financial Statements.

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)

See accompanying Notes to Consolidated Financial Statements.

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

National Beverage Corp. develops, produces, markets and sells a distinctive portfolio of Sparkling Waters, Juices, Energy Drinks and Carbonated Soft Drinks primarily in North America. 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.

Depreciation expense was $2.7 million and $5.4$8.1 million for the three and sixnine months ended October 29, 2016,January 28, 2017, respectively, and $2.6$2.5 million and $5.3$7.8 million for the three and sixnine months ended October 31, 2015,January 30, 2016, respectively.

As of October 29, 2016,January 28, 2017, the notional amount of our outstanding aluminum swap contracts was $6.5$2.4 million and, assuming no change in the commodity prices, $517,000$336,000 of unrealized lossgain before tax will be reclassified from AOCI and recognized in earnings over the next twelve months. See Note 1.

As of October 29, 2016,January 28, 2017, the fair value of the derivative asset derivative long-term asset and derivative liability was $159,000, $27,000 and $676,000,$336,000, which was included in prepaid and other assets, other assets and accrued liabilities, respectively.assets. At April 30, 2016, the fair value of the derivative liability was $2.5 million, which was included in accrued liabilities. Such valuation does not entail a significant amount of judgment and the inputs that are significant to the fair value measurement are Level 2 as defined by the fair value hierarchy as they are observable market based inputs or unobservable inputs that are corroborated by market data.

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

Overview

National Beverage Corp. proudly refreshes America with a distinctive portfolio of Sparkling Waters, Juices, Energy Drinks and Carbonated Soft Drinks. We believe that our ingenious product designs, innovative packaging and imaginative flavors, along with our corporate culture and philosophy, makes National Beverage unique in the beverage industry. The Company’s primary market focus is the United States, but our products are also distributed in various other countries. National Beverage Corp. was incorporated in Delaware in 1985 and began trading as a public company on the NASDAQ Stock Market in 1991. In this report, the terms “we,” “us,” “our,” “Company” and “National Beverage��Beverage” mean National Beverage Corp. and its subsidiaries unless indicated otherwise.

National Beverage is in an ongoing transition to meet the healthy hydration demands of the American consumer. Health and wellness awareness has increased significantly, resulting in growing demand for beverages with little or no calories and wholesome natural ingredients. Our brands emphasize distinctly-flavored beverages in attractive packaging that appeal to multiple demographic groups. The attentive, conscious and discriminating consumer is ever more alert to healthy choices and better-for-you ingredients that align to this transition and strategic focus.

Our brands consist of (i) beverages geared to the active and health-conscious consumer (“Power+ Brands”) including sparkling waters, energy drinks, and juices, and (ii) Carbonated Soft Drinks in a variety of flavors including regular, sugar-free and reduced calorie options.Power+ Brands include LaCroix®, LaCroix Cúrate™, LaCroix NiCola™ and Shasta® sparkling water products; Rip It® energy drinks and shots; and Everfresh®, Everfresh Premier Varietals™ and Mr. Pure® 100% juice and juice-based products. Our Carbonated Soft Drinks portfolio includes Shasta® and Faygo®, iconic brands whose flavor development spans more than 125 years.

To service a diverse customer base that includes numerous national retailers, as well as thousands of smaller “up-and-down-the-street” accounts, we utilize a hybrid distribution system to deliver our products primarily through the take-home, convenience and food-service channels.

Our strategy emphasizes the growth of our products by (i) developing healthier beverages in response to the global shift in consumer buying habits and tailoring the variety and types of beverages in our portfolio to satisfy the preferences of a diverse mix of ‘crossover consumers’ – a growing group desiring a change to better-for-you beverages; (ii) emphasizing flavor development and variety throughout our product lines and brands; (iii) producing and developing products of the highest quality that also appeal to the value expectations of the consumer; (iv) leveraging our efficient production and distribution systems, and our cost-effective social media and regionally focused marketing programs, to profitably deliver products at optimal consumer price-points; and (v) responding faster and more creatively to consumer trends than competitors who are burdened by production and distribution complexity as well as legacy costs.

The majority of our sales areSales have been seasonal with the highest volume typically realized during the summer and warmer months. As a result, our operating results from one fiscal quarter to the next may not be comparable. Additionally, our operating results are affected by numerous factors, including fluctuations in the costs of raw materials, changes in consumer preference for beverage products, competitive pricing in the marketplace and weather conditions.

RESULTS OF OPERATIONS

Three Months EndedOctober 29, 2016January 28, 2017 (secondthird quarter offiscal 2017) compared toThree Months EndedOctober 31, 2015January 30, 2016 (secondthird quarter offiscal 2016)

Net sales for the secondthird quarter of fiscal 2017 increased 13.7%20.3% to $203.2$194.6 million compared to $178.7$161.7 million for the secondthird quarter of fiscal 2016. The higher sales resulted from a 13.4%17.5% increase in case volume, which includes 39.8%48.6% growth of our Power+ Brands due primarily to increased velocity and distribution of sparkling waters. The increase was partially offset by a decline in Carbonated Soft Drinks. The average selling price per case increased 2.2%2.3% primarily due primarily to changes in product mix.

Gross profit for the secondthird quarter of fiscal 2017 increased 29.9%44.5% to $78.7$75.9 million compared to $60.6$52.6 million for the secondthird quarter of fiscal 2016. The increase in gross profit is primarily due to higher sales and a decline in average cost per case of 4.5%7.2%. The decrease in cost of sales per case was due to product mix changes and lower raw material costs. As a result, gross margin improved to 38.7%39.0% compared to 33.9%32.5% for the secondthird quarter of fiscal 2016.

Selling, general and administrative expenses were $41.4$39.2 million or 20.4%20.1% of net sales for the secondthird quarter of fiscal 2017 compared to $37.2$35.4 million or 20.8%21.9% of net sales for the secondthird quarter of fiscal 2016. The $4.1$3.7 million increase in expenses was primarily due to higher distribution selling,and marketing and administrative costs, much of which is related to volume growth.costs.

Interest expense decreased to $50,000 for the second quarter of fiscal 2017 due to repayments on borrowings under credit facilities during the prior fiscal year. Other income includes interest income of $143,000$191,000 for the secondthird quarter of fiscal 2017 and $16,000$25,000 for the secondthird quarter of fiscal 2016. The increase in interest income is due to higher average invested balances and investment yields.

The Company’s effective income tax rate, based upon estimated annual income tax rates, was 34.2% for the secondthird quarter of fiscal 2017 and secondthird quarter of fiscal 2016. The difference between the effective rate and the federal statutory rate of 35% was primarily due to the effect of state income taxes and the domestic manufacturing deduction.

SixNine Months EndedOctober 29, 2016January 28, 2017 (first sixnine months offiscal 2017) compared toSixNine Months EndedOctober 31, 2015January 30, 2016 (first sixnine months offiscal 2016)

Net sales for the first sixnine months of fiscal 2017 increased 15.4%16.9% to $420.3$614.9 million compared to $364.1$525.8 million for the sixnine months of fiscal 2016. The higher sales resulted from a 16.5%16.8% increase in case volume, which includes 42.9%44.7% growth of our Power+ Brands due primarily to increased velocity and distribution of sparkling waters. The increase was partially offset by a decline in Carbonated Soft Drinks. The average selling price per case increased 2.1%2.2% primarily due primarily to changes in product mix.

Gross profit for the first sixnine months of fiscal 2017 increased 32.9%36.4% to $164.2$240.1 million compared to $123.5$176.1 million for the first sixnine months of fiscal 2016. The increase in gross profit is primarily due to higher sales and a decline in average cost per case of 4.8%5.6%. The decrease in cost of sales per case was due to product mix changes and lower raw material costs. As a result, gross margin improved to 39.1% compared to 33.9%33.5% for the first sixnine months of fiscal 2016.

Selling, general & administrative expenses were $82.9$122.0 million or 19.7%19.8% of net sales for the first sixnine months of fiscal 2017 compared to $74.1$109.5 million or 20.3%20.8% of net sales for the first sixnine months of fiscal 2016. The $8.8$12.6 million increase in expenses was primarily due to higher distribution, selling, marketing and administrative costs, much of which is related to volume growth.

Interest expense decreased to $88,000$139,000 for the first sixnine months of fiscal 2017 due to repayments on borrowings under credit facilities during the prior fiscal year. Other income includes interest income of $246,000$437,000 for the first sixnine months of fiscal 2017 and $25,000$50,000 for the first sixnine months of fiscal 2016.

The Company’s effective income tax rate, based upon estimated annual income tax rates, was 34.2% for the first sixnine months of fiscal 2017 and the first sixnine months of fiscal 2016. The difference between the effective rate and the federal statutory rate of 35% was primarily due to the effect of state income taxes and the domestic manufacturing deduction.

LIQUIDITY AND FINANCIAL CONDITION

Liquidity and Capital Resources

Our principal source of funds is cash generated from operations and borrowings available under our credit facilities. At October 29, 2016,January 28, 2017, we maintained $100 million unsecured revolving credit facilities, no borrowings were outstanding and $2.2 million was reserved for standby letters of credit. We believe that existing capital resources will be sufficient to meet our liquidity and capital requirements for the next twelve months.

On November 18, 2016, the Company declared a special cash dividend of $1.50 per share payable to shareholders of record on November 28, 2016. The cash dividend, expected to approximate $70aggregating $69.9 million, will bewas paid from available cash on or before January 27, 2017. The Company also announced the Board has approved in concept an additional cash dividend, in an amount to be determined, to holders of record prior to the end of the current fiscal year.

Cash Flows

The Company’s cash position for the first sixnine months of fiscal 2017 increased $44.9 million$89,000 from April 30, 2016, which compares to an increase of $23.3$33.6 million for the first sixnine months of fiscal 2016.

Net cash provided by operating activities for the first sixnine months of fiscal 2017 amounted to $53.2$81.4 million compared to $37.2$49.8 million for the first sixnine months of fiscal 2016. For the first sixnine months of fiscal 2017, cash flow was principally provided by net income of $53.6$77.9 million and depreciation and amortization aggregating $6.4$9.6 million, offset in part by a decreasean increase in accounts payable.receivable.

Net cash used in investing activities for the first sixnine months of fiscal 2017 reflects capital expenditures of $8.5$11.8 million, compared to capital expenditures of $4.4$7.8 million for the first sixnine months of fiscal 2016. The increase in capital expenditure increaseexpenditures is primarily to support volume growth.

InNet cash used in financing activities for the first sixnine months of fiscal 2017 amounted to $69.5 million, which included the payment of cash dividends of $69.9 million. During the first nine months of fiscal 2016, the Company repaid $10 million in principal repayments under credit facilities.

Financial Position

During the first sixnine months of fiscal 2017, working capital increased to $200.1$152.9 million from $148.1 million at April 30, 2016. The increase in working capital resulted primarily from higher cash, trade receivables, and inventories and a decline in accounts payable balances.partially offset by higher accrued liabilities balance. Trade receivables increased $2.3$7.7 million due to higher sales activity while days sales outstanding improvedincreased to 28.432.1 days from 31.0 days at April 30, 2016. Inventories increased $2.2 millionslightly as a result of the Company maintaining higher inventory levels to support increases in sales and new product introductions. Inventory turns improved to 9.99.8 from 9.5 times. The current ratio was 3.83.0 to 1 at October 29, 2016January 28, 2017 and 3.0 to 1 at April 30, 2016.

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 April 30, 2016.

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 of new product and flavor introductions, fluctuations in the costs 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 consumer 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 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 April 30, 2016 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 April 30, 2016.

ITEM 6. EXHIBITS

Exhibit No.Description

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: November 30, 2016

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