10-Q

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 August 2, 2014

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 (✔) 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 September 4, 2014 was 46,340,015.

NATIONAL BEVERAGE CORP.

QUARTERLY REPORT ON FORM 10-Q

INDEX

	Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets as of August 2, 2014 and May 3, 2014	3
Consolidated Statements of Income for the Three Months Ended August 2, 2014 and July 27, 2013	4
Consolidated Statements of Comprehensive Income for the Three Months Ended August 2, 2014 and July 27, 2013	5
Consolidated Statements of Shareholders’ Equity for the Three Months Ended August 2, 2014 and July 27, 2013	6
Consolidated Statements of Cash Flows for the Three Months Ended August 2, 2014 and July 27, 2013	7
Notes to Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3. Quantitative and Qualitative Disclosures About Market Risk	13
Item 4. Controls and Procedures	13
PART II - OTHER INFORMATION
Item 1A. Risk Factors	14
Item 6. Exhibits	14
Signature	15

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands, except share data)

	August 2,			May 3,
	2014			2014
Assets
Current assets:
Cash and equivalents	$	37,287		$	29,932
Trade receivables - net		60,558			58,205
Inventories		47,466			43,914
Deferred income taxes - net		2,493			2,685
Prepaid and other assets		4,826			8,405
Total current assets		152,630			143,141
Property, plant and equipment - net		57,804			59,494
Goodwill		13,145			13,145
Intangible assets		1,615			1,615
Other assets		5,156			5,446
Total assets	$	230,350		$	222,841
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	42,114		$	45,606
Accrued liabilities		20,424			18,873
Income taxes payable		4,985			44
Total current liabilities		67,523			64,523
Long-term debt		25,000			30,000
Deferred income taxes - net		14,017			13,873
Other liabilities		7,873			8,244
Shareholders' equity:
Preferred stock, $1 par value - 1,000,000 shares authorized:
Series C - 150,000 shares issued		150			150
Series D - 120,000 shares issued (240,000 shares at May 3), aggregate liquidation preference of $6,000 ($12,000 at May 3)		120			240
Common stock, $.01 par value - 75,000,000 shares authorized; 50,369,799 shares issued (50,367,799 shares at May 3)		504			504
Additional paid-in capital		37,060			42,775
Retained earnings		95,937			80,737
Accumulated other comprehensive income (loss)		166			(205	)
Treasury stock - at cost:
Series C preferred stock - 150,000 shares		(5,100	)		(5,100	)
Common stock - 4,032,784 shares		(12,900	)		(12,900	)
Total shareholders' equity		115,937			106,201
Total liabilities and shareholders' equity	$	230,350		$	222,841

See accompanying Notes to Consolidated Financial Statements.

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NATIONAL BEVERAGE CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(In thousands, except per share amounts)

	Three Months Ended
	August 2,			July 27,
	2014			2013
Net sales	$	174,637		$	172,353
Cost of sales		114,795			113,604
Gross profit		59,842			58,749
Selling, general and administrative expenses		37,638			40,086
Interest expense		124			196
Other income (expense) - net		1,197			(40	)
Income before income taxes		23,277			18,427
Provision for income taxes		7,914			6,357
Net income		15,363			12,070
Less preferred dividends and accretion		(163	)		(150	)
Earnings available to common shareholders	$	15,200		$	11,920
Earnings per common share:
Basic	$	.33		$	.26
Diluted	$	.33		$	.26
Weighted average common shares outstanding:
Basic		46,336			46,330
Diluted		46,529			46,517

See accompanying Notes to Consolidated Financial Statements.

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NATIONAL BEVERAGE CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(In thousands)

	Three Months Ended
	August 2,		July 27,
	2014		2013
Net income	$	15,363	$	12,070
Other comprehensive income (loss), net of tax:
Cash flow hedges		371		(280	)
Comprehensive income	$	15,734	$	11,790

See accompanying Notes to Consolidated Financial Statements.

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NATIONAL BEVERAGE CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)

(In thousands)

	Three Months Ended
	August 2,			July 27,
	2014			2013
Series C Preferred Stock
Beginning and end of period	$	150		$	150
Series D Preferred Stock
Beginning of period		240			400
Series D preferred redeemed		(120	)		-
End of period		120			400
Common Stock
Beginning and end of period		504			504
Additional Paid-In Capital
Beginning of period		42,775			50,398
Series D preferred redeemed		(5,791	)		-
Stock options exercised		23			4
Stock-based compensation		51			37
Stock-based tax benefits		2			3
End of period		37,060			50,442
Retained Earnings
Beginning of period		80,737			37,828
Net income		15,363			12,070
Preferred stock dividends and accretion		(163	)		(150	)
End of period		95,937			49,748
Accumulated Other Comprehensive Income (Loss)
Beginning of period		(205	)		(964	)
Cash flow hedges, net of tax		371			(280	)
End of period		166			(1,244	)
Treasury Stock - Series C Preferred
Beginning and end of period		(5,100	)		(5,100	)
Treasury Stock - Common
Beginning and end of period		(12,900	)		(12,900	)
Total Shareholders' Equity	$	115,937		$	82,000

See accompanying Notes to Consolidated Financial Statements.

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NATIONAL BEVERAGE CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)

	Three Months Ended
	August 2,			July 27,
	2014			2013
Operating Activities:
Net income	$	15,363		$	12,070
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		3,048			2,948
Deferred income tax provision (benefit)		117			(57	)
(Gain) loss on disposal of property, net		(1,255	)		14
Stock-based compensation		51			37
Changes in assets and liabilities:
Trade receivables		(2,353	)		1,523
Inventories		(3,552	)		(4,583	)
Prepaid and other assets		941			564
Accounts payable		(3,492	)		317
Accrued and other liabilities		9,332			5,338
Net cash provided by operating activities		18,200			18,171
Investing Activities:
Additions to property, plant and equipment		(1,593	)		(2,397	)
Proceeds from sale of property, plant and equipment		1,848			-
Net cash provided by (used in) investing activities		255			(2,397	)
Financing Activities:
Dividends paid on preferred stock		(125	)		(150	)
Repayments under credit facilities		(5,000	)		(5,000	)
Redemption of preferred stock		(6,000	)		-
Proceeds from stock options exercised		23			4
Stock-based tax benefits		2			3
Net cash used in financing activities		(11,100	)		(5,143	)
Net Increase in Cash and Equivalents		7,355			10,631
Cash and Equivalents - Beginning of Year		29,932			18,267
Cash and Equivalents - End of Period	$	37,287		$	28,898
Other Cash Flow Information:
Interest paid	$	117		$	223
Income taxes paid	$	132		$	770

See accompanying Notes to Consolidated Financial Statements.

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NATIONAL BEVERAGE CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

National Beverage Corp. develops, manufactures, markets and sells a diverse portfolio of flavored beverage products 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.

1. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements include the accounts of National Beverage Corp. and its subsidiaries. Significant intercompany transactions and accounts have been eliminated.

The consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and rules and regulations of the Securities and Exchange Commission for interim financial reporting. Accordingly, they do not include all information and notes presented in the annual consolidated financial statements. The consolidated financial statements should be read in conjunction with the annual consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended May 3, 2014. The accounting policies used in these interim consolidated financial statements are consistent with those used in the annual consolidated financial statements.

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. 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.

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 Consolidated Balance Sheets. The estimated fair value of derivative financial instruments is calculated based on market rates to settle the instruments. We do not use derivative financial instruments for trading or speculative purposes. Credit risk related to derivative financial instruments is managed by requiring high credit standards for counterparties and frequent cash settlements. See Note 5.

Earnings Per Common Share

Basic earnings per common share is computed by dividing earnings 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 effect of stock options.

Inventories

Inventories are stated at the lower of first-in, first-out cost or market. Inventories at August 2, 2014 are comprised of finished goods of $28.1 million and raw materials of $19.4 million. Inventories at May 3, 2014 are comprised of finished goods of $27.2 million and raw materials of $16.7 million.

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2. PROPERTY, PLANT AND EQUIPMENT

Property consists of the following:

	(In thousands)
	August 2, 2014			May 3, 2014
Land	$	9,500		$	9,779
Buildings and improvements		49,764			51,494
Machinery and equipment		150,160			148,699
Total		209,424			209,972
Less accumulated depreciation		(151,620	)		(150,478	)
Property, plant and equipment – net	$	57,804		$	59,494

Depreciation expense was $2.7 million for the three months ended August 2, 2014 and $2.5 million for the three months ended July 27, 2013.

3. DEBT

At August 2, 2014, a subsidiary of the Company maintained unsecured revolving credit facilities with banks aggregating $100 million (the “Credit Facilities”). The Credit Facilities expire from November 22, 2015 to April 30, 2016 and current borrowings bear interest at .9% above one-month LIBOR (1.1% at August 2, 2014). Borrowings outstanding under the Credit Facilities were $25 million at August 2, 2014 and $30 million at May 3, 2014. At August 2, 2014, $2.2 million of the Credit Facilities were used for standby letters of credit and $72.8 million were available for borrowings.

The Credit Facilities require the subsidiary to maintain certain financial ratios, including debt to net worth and debt to EBITDA (as defined in the Credit Facilities), and contain other restrictions, none of which are expected to have a material effect on our operations or financial position. At August 2, 2014, we were in compliance with all loan covenants.

4. STOCK-BASED COMPENSATION

During the three months ended August 2, 2014, options to purchase 186,300 shares of common stock were granted (weighted average exercise price of $17.59 per share) and options to purchase 2,000 shares were exercised (weighted average exercise price of $11.35 per share). At August 2, 2014, options to purchase 588,655 shares (weighted average exercise price of $9.81 per share) were outstanding and stock-based awards to purchase 2,851,789 shares of common stock were available for grant.

5. DERIVATIVE FINANCIAL INSTRUMENTS

From time to time, we enter into aluminum swap contracts to partially mitigate our exposure to changes in the cost of aluminum cans. Such 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 (Loss) (“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 hedge was immaterial. The following summarizes the gains (losses) recognized in the Consolidated Statements of Income and AOCI relative to cash flow hedges for the three months ended August 2, 2014 and July 27, 2013:

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	(In thousands)
	2014		2013
Recognized in AOCI:
Gain (loss) before income taxes	$	605	$	(1,012	)
Less income tax provision (benefit)		224		(376	)
Net		381		(636	)
Reclassified from AOCI to cost of sales:
Gain (loss) before income taxes		15		(566	)
Less income tax provision (benefit)		5		(210	)
Net		10		(356	)
Net change to AOCI	$	371	$	(280	)

As of August 2, 2014, the notional amount of our outstanding aluminum swap contracts was $6.5 million and, assuming no change in the commodity prices, $595,000 of unrealized gain before tax will be reclassified from AOCI and recognized in earnings over the next nine months. See Note 1.

As of August 2, 2014 and May 3, 2014, the fair value of the derivative asset was $595,000 and $5,000, respectively, 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 as defined by the fair value hierarchy as they are observable market based inputs or unobservable inputs that are corroborated by market data.

6. PREFERRED STOCK REDEMPTION

On August 1, 2014, the Company redeemed 120,000 shares of Series D Preferred, representing 50% of the amount outstanding, for an aggregate price of $6 million plus accrued dividends. In connection therewith, the Company accreted and charged to retained earnings $89,000 of original issuance costs, which was deducted from income available to common shareholders for earnings per share calculation.

7. COMMITMENTS AND CONTINGENCIES

As of August 2, 2014, we guaranteed the residual value of certain leased equipment in the amount of $5.2 million. On July 31, 2014, the lease term was extended for 36 months to August 1, 2017. If the proceeds from the sale of such equipment are less than the balance required by the lease when the lease terminates, the Company shall be required to pay the difference up to such guaranteed amount. The Company expects to have no loss on such guarantee.

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

Overview

National Beverage Corp. is an acknowledged leader in the development, manufacturing, marketing and sale of a diverse portfolio of flavored beverage products. Our primary market focus is the United States, but our products are also distributed in Canada, Mexico, the Caribbean, Latin America, the Pacific Rim, Asia, Europe and the Middle East. A holding company for various operating subsidiaries, 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” mean National Beverage Corp. and its subsidiaries unless indicated otherwise.

Our brands consist of (i) beverages geared toward the active and health-conscious consumer (“Power+ Brands”), including energy drinks and shots, juices, sparkling waters and enhanced beverages, and (ii) Carbonated Soft Drinks in a variety of flavors as well as regular, diet and reduced-calorie options. In addition, we produce soft drinks for certain retailers (“Allied Brands”) that endorse the “Strategic Alliance” concept of having our brands and Allied Brands marketed to effectuate enhanced growth of both. We employ a philosophy that emphasizes vertical integration; our manufacturing model integrates the procurement of raw materials and production of concentrates with the manufacture of finished products in our twelve manufacturing facilities. To service a diverse customer base that includes numerous national retailers as well as thousands of smaller “up-and-down-the-street” accounts, we have developed a hybrid distribution system that promotes and utilizes customer warehouse distribution facilities and our own direct-store delivery fleet plus the direct-store delivery systems of independent distributors and wholesalers.

We consider ourselves to be a leader in the development and sale of flavored beverage products. The National Beverage Corp. brand portfolio contains a wide variety of beverages to meet consumer needs in a multitude of market segments. Our portfolio of Power+ Brands is targeted to consumers seeking healthier and functional alternatives to complement their active lifestyles, and includes LaCroix® and LaCroix Cúrate™ sparkling water products; Rip It® energy drinks and shots; and Everfresh® and Everfresh Premier Varietals™, 100% juice and juice-based products. Our carbonated soft drink flavor development spans 125 years originating with our flagship brands, Shasta® and Faygo®.

Our strategy emphasizes the growth of our products by (i) expanding our focus on healthier and functional beverages tailored toward healthy, active lifestyles, (ii) offering a beverage portfolio of proprietary flavors with distinctive packaging and broad demographic appeal, (iii) supporting the franchise value of regional brands, (iv) appealing to the “quality-value” expectations of the family consumer, and (v) responding to demographic trends by developing innovative products designed to expand distribution.

The majority of our sales are seasonal with the highest volume typically realized during the summer 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.

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RESULTS OF OPERATIONS

Three Months Ended August 2, 2014 (first quarter of fiscal 2015) compared to

Three Months Ended July 27, 2013 (first quarter of fiscal 2014)

Net sales for the first quarter of fiscal 2015 increased 1.3% to $174.6 million compared to $172.4 million for the first quarter of fiscal 2014. The sales improvement is due to case volume growth of 19.3% for Power+ brands and 2.1% for branded carbonated soft drinks. Such volume increase was partially offset by a decline in allied branded volume and a 2.9% decline in unit pricing due to changes in product mix.

Gross profit approximated 34.3% of net sales for the first quarter of fiscal 2015 compared to 34.1% of net sales for the first quarter of fiscal 2014. The gross profit improvement is due to favorable product mix changes. Cost of sales per unit declined 3.2%.

Selling, general and administrative expenses were $37.6 million or 21.6% of net sales for the first quarter of fiscal 2015 compared to $40.1 million or 23.3% of net sales for the first quarter of fiscal 2014. The decline in expenses was due to lower selling and marketing costs.

Interest expense decreased to $124,000 for the first quarter of fiscal 2015, primarily due to lower borrowings under credit facilities. Other income includes a $1.3 million gain on sale of property in the first quarter of fiscal 2015.

The Company’s effective income tax rate, based upon estimated annual income tax rates, was 34.0% for the first quarter of fiscal 2015 and 34.5% for the first quarter of fiscal 2014. 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 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 August 2, 2014, we maintained $100 million unsecured revolving credit facilities of which $25 million of borrowings were outstanding and $2.2 million was used 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 August 1, 2014, the Company redeemed 120,000 shares of Series D Preferred, representing 50% of the amount outstanding, for an aggregate price of $6 million. See Note 6 of Notes to Consolidated Financial Statements.

Cash Flows

The Company’s cash position for the first quarter of fiscal 2015 increased $7.4 million from May 3, 2014, which compares to an increase of $10.6 million for the first quarter of fiscal 2014.

Net cash provided by operating activities for the first quarter of fiscal 2015 amounted to $18.2 million which is unchanged from the first quarter of fiscal 2014. For the first quarter of fiscal 2015, cash flow was principally provided by net income of $15.4 million and depreciation and amortization aggregating $3.0 million, offset in part by seasonal increases in trade receivables and inventory.

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Net cash used in investing activities for the first quarter of fiscal 2015 reflects capital expenditures of $1.6 million, compared to capital expenditures of $2.4 million for the first quarter of fiscal 2014. Also, the first quarter of fiscal 2015 includes proceeds from sale of property of $1.8 million.     

Net cash used in financing activities for the first quarter of fiscal 2015 amounted to $11.1 million, which included $5 million in principal repayments under credit facilities and $6 million used for the redemption of preferred stock.

Financial Position

During the first quarter of fiscal 2015, working capital increased $6.5 million to $85.1 million. The improvement in working capital resulted primarily from higher cash, trade receivables and inventories. Trade receivables increased $2.4 million due to higher sales as days sales outstanding decreased from 34.7 days at May 3, 2014 to 31.6 days at August 2, 2014. Inventories increased approximately $3.6 million primarily due to higher quantities to support seasonal increases in sales and new product introductions. The current ratio was 2.3 to 1 at August 2, 2014 and 2.2 to 1 at May 3, 2014.

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 3, 2014.

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 3, 2014 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.

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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 3, 2014.

ITEM 6. EXHIBITS

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
	101	The following financial information from National Beverage Corp. Quarterly Report on Form 10-Q for the quarterly period ended August 2, 2014, formatted in 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.

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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: September 11, 2014

National Beverage Corp.
(Registrant)
By:	/s/ Gregory P. Cook
	Gregory P. Cook
	Vice President – Controller and
	Chief Accounting Officer

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EX-31

EXHIBIT 31.1

CERTIFICATION

I, Nick A. Caporella, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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 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.

Date: September 11, 2014

/s/ Nick A. Caporella

Nick A. Caporella

Chairman of the Board and

Chief Executive Officer

EX-31

EXHIBIT 31.2

CERTIFICATION

I, George R. Bracken, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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 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.

Date: September 11, 2014

/s/ George R. Bracken

George R. Bracken

Executive Vice President – Finance

(Principal Financial Officer)

EX-32

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 Quarterly Report of National Beverage Corp. (the “Company”) on Form 10-Q for the period ended August 2, 2014 as filed with the Securities and Exchange Commission on the date hereof (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.

Date: September 11, 2014

/s/ Nick A. Caporella

Nick A. Caporella

Chairman of the Board and

Chief Executive Officer

EX-32

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 Quarterly Report of National Beverage Corp. (the “Company”) on Form 10-Q for the period ended August 2, 2014 as filed with the Securities and Exchange Commission on the date hereof (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.

Date: September 11, 2014

/s/ George R. Bracken

George R. Bracken

Executive Vice President – Finance

(Principal Financial Officer)

XML

Note 6. Preferred Stock Redemption (Details) (Series D Preferred Stock [Member], USD $)	0 Months Ended
	Aug. 01, 2014
Series D Preferred Stock [Member]
Note 6. Preferred Stock Redemption (Details) [Line Items]
Stock Redeemed or Called During Period, Shares (in Shares)	120,000
Stock Redeemed in Period, Percentage	50.00%
Payments for Repurchase of Redeemable Preferred Stock	$ 6,000,000
Preferred Stock, Accretion of Redemption Discount	$ 89,000

XML

Note 2 - Property, Plant and Equipment

3 Months Ended

Aug. 02, 2014

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

2. PROPERTY, PLANT AND EQUIPMENT

Property consists of the following:

	(In thousands)
	August 2, 2014			May 3, 2014
Land	$	9,500		$	9,779
Buildings and improvements		49,764			51,494
Machinery and equipment		150,160			148,699
Total		209,424			209,972
Less accumulated depreciation		(151,620	)		(150,478	)
Property, plant and equipment – net	$	57,804		$	59,494

Depreciation expense was $2.7 million for the three months ended August 2, 2014 and $2.5 million for the three months ended July 27, 2013.

XML

Note 1 - Significant Accounting Policies

3 Months Ended

Aug. 02, 2014

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

1. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements include the accounts of National Beverage Corp. and its subsidiaries. Significant intercompany transactions and accounts have been eliminated.

The consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and rules and regulations of the Securities and Exchange Commission for interim financial reporting. Accordingly, they do not include all information and notes presented in the annual consolidated financial statements. The consolidated financial statements should be read in conjunction with the annual consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended May 3, 2014. The accounting policies used in these interim consolidated financial statements are consistent with those used in the annual consolidated financial statements.

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. 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.

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 Consolidated Balance Sheets. The estimated fair value of derivative financial instruments is calculated based on market rates to settle the instruments. We do not use derivative financial instruments for trading or speculative purposes. Credit risk related to derivative financial instruments is managed by requiring high credit standards for counterparties and frequent cash settlements. See Note 5.

Earnings Per Common Share

Basic earnings per common share is computed by dividing earnings 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 effect of stock options.

Inventories

Inventories are stated at the lower of first-in, first-out cost or market. Inventories at August 2, 2014 are comprised of finished goods of $28.1 million and raw materials of $19.4 million. Inventories at May 3, 2014 are comprised of finished goods of $27.2 million and raw materials of $16.7 million.

XML

Consolidated Balance Sheets (Unaudited) (USD $) In Thousands, unless otherwise specified	Aug. 02, 2014	May 03, 2014
Current assets:
Cash and equivalents	$ 37,287	$ 29,932
Trade receivables - net	60,558	58,205
Inventories	47,466	43,914
Deferred income taxes - net	2,493	2,685
Prepaid and other assets	4,826	8,405
Total current assets	152,630	143,141
Property, plant and equipment - net	57,804	59,494
Goodwill	13,145	13,145
Intangible assets	1,615	1,615
Other assets	5,156	5,446
Total assets	230,350	222,841
Current liabilities:
Accounts payable	42,114	45,606
Accrued liabilities	20,424	18,873
Income taxes payable	4,985	44
Total current liabilities	67,523	64,523
Long-term debt	25,000	30,000
Deferred income taxes - net	14,017	13,873
Other liabilities	7,873	8,244
Preferred stock, $1 par value - 1,000,000 shares authorized:
Common stock, $.01 par value - 75,000,000 shares authorized; 50,369,799 shares issued (50,367,799 shares at May 3)	504	504
Additional paid-in capital	37,060	42,775
Retained earnings	95,937	80,737
Accumulated other comprehensive income (loss)	166	(205)
Treasury stock - at cost:
Total shareholders' equity	115,937	106,201
Total liabilities and shareholders' equity	230,350	222,841
Series C Preferred Stock [Member]
Preferred stock, $1 par value - 1,000,000 shares authorized:
Preferred stock	150	150
Treasury stock - at cost:
Treasury Stock	(5,100)	(5,100)
Series D Preferred Stock [Member]
Preferred stock, $1 par value - 1,000,000 shares authorized:
Preferred stock	120	240
Common Treasury Stock [Member]
Treasury stock - at cost:
Treasury Stock	$ (12,900)	$ (12,900)

XML

Consolidated Statements of Shareholders' Equity (Unaudited) (USD $) In Thousands, unless otherwise specified	Series C Preferred Stock [Member] Preferred Stock [Member]	Series C Preferred Stock [Member] Treasury Stock [Member]	Series C Preferred Stock [Member]	Series D Preferred Stock [Member] Preferred Stock [Member]	Series D Preferred Stock [Member]	Common Treasury Stock [Member] Treasury Stock [Member]	Common Treasury Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Total
Beginning of period at Apr. 27, 2013										$ 37,828
Beginning of period at Apr. 27, 2013											(964)
Beginning of period at Apr. 27, 2013				400
Beginning of period at Apr. 27, 2013									50,398
Additional Paid-In Capital
Stock options exercised									4
Stock-based compensation									37
Stock-based tax benefits									3
Retained Earnings
Net income										12,070		12,070
Preferred stock dividends and accretion										(150)
Accumulated Other Comprehensive Income (Loss)
Cash flow hedges, net of tax											(280)	(280)
End of period at Jul. 27, 2013											(1,244)
End of Year at Jul. 27, 2013		(5,100)				(12,900)
Total Shareholders' Equity at Jul. 27, 2013												82,000
End of period at Jul. 27, 2013										49,748
End of year at Jul. 27, 2013	150			400
Beginning and end of period at Jul. 27, 2013								504
End of period at Jul. 27, 2013									50,442
Beginning of period at May. 03, 2014										80,737		80,737
Beginning of period at May. 03, 2014											(205)	(205)
Beginning of period at May. 03, 2014			150	240	240
Beginning of period at May. 03, 2014									42,775			42,775
Series C Preferred Stock
Series D preferred redeemed				(120)
Additional Paid-In Capital
Series D preferred redeemed									(5,791)
Stock options exercised									23
Stock-based compensation									51
Stock-based tax benefits									2
Retained Earnings
Net income										15,363		15,363
Preferred stock dividends and accretion										(163)
Accumulated Other Comprehensive Income (Loss)
Cash flow hedges, net of tax											371	371
End of period at Aug. 02, 2014											166	166
End of Year at Aug. 02, 2014		(5,100)	5,100			(12,900)	12,900
Total Shareholders' Equity at Aug. 02, 2014												115,937
End of period at Aug. 02, 2014										95,937		95,937
End of year at Aug. 02, 2014	150		150	120	120
Beginning and end of period at Aug. 02, 2014								504				504
End of period at Aug. 02, 2014									$ 37,060			$ 37,060

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Note 4 - Stock-Based Compensation (Details) (USD $)	3 Months Ended
	Aug. 02, 2014
Note 4 - Stock-Based Compensation (Details) [Line Items]
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share)	$ 17.59
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	2,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price (in Dollars per share)	$ 11.35
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	588,655
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price (in Dollars per share)	$ 9.81
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	2,851,789
SARS, Dividend Equivalents and Other Awards [Member] | Omnibus Plan [Member]
Note 4 - Stock-Based Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	186,300

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Note 5 - Derivative Financial Instruments (Details) - Derivatives Instruments Statements of Financial Performance and Financial Position (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Aug. 02, 2014	Jul. 27, 2013
Recognized in AOCI:
Gain (loss) before income taxes	$ 605	$ (1,012)
Less income tax provision (benefit)	224	(376)
Net	381	(636)
Reclassified from AOCI to cost of sales:
Gain (loss) before income taxes	15	(566)
Less income tax provision (benefit)	5	(210)
Net	10	(356)
Net change to AOCI	$ 371	$ (280)

XML

Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Aug. 02, 2014	Jul. 27, 2013
Operating Activities:
Net income	$ 15,363	$ 12,070
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	3,048	2,948
Deferred income tax provision (benefit)	117	(57)
(Gain) loss on disposal of property, net	(1,255)	14
Stock-based compensation	51	37
Changes in assets and liabilities:
Trade receivables	(2,353)	1,523
Inventories	(3,552)	(4,583)
Prepaid and other assets	941	564
Accounts payable	(3,492)	317
Accrued and other liabilities	9,332	5,338
Net cash provided by operating activities	18,200	18,171
Investing Activities:
Additions to property, plant and equipment	(1,593)	(2,397)
Proceeds from sale of property, plant and equipment	1,848
Net cash provided by (used in) investing activities	255	(2,397)
Financing Activities:
Dividends paid on preferred stock	(125)	(150)
Repayments under credit facilities	(5,000)	(5,000)
Redemption of preferred stock	(6,000)
Proceeds from stock options exercised	23	4
Stock-based tax benefits	2	3
Net cash used in financing activities	(11,100)	(5,143)
Net Increase in Cash and Equivalents	7,355	10,631
Cash and Equivalents - Beginning of Year	29,932	18,267
Cash and Equivalents - End of Period	37,287	28,898
Other Cash Flow Information:
Interest paid	117	223
Income taxes paid	$ 132	$ 770

XML

Consolidated Balance Sheets (Unaudited) (Parentheticals) (USD $) In Thousands, except Share data, unless otherwise specified	Aug. 02, 2014	May 03, 2014
Preferred stock, shares authorized	1,000,000	1,000,000
Common stock, par value (in Dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	50,369,799	50,367,799
Series C Preferred Stock [Member]
Preferred stock, par value (in Dollars per share)	$ 1	$ 1
Preferred stock, shares issued	150,000	150,000
Treasury Stock, shares	150,000	150,000
Series D Preferred Stock [Member]
Preferred stock, par value (in Dollars per share)	$ 1	$ 1
Preferred stock, shares issued	120,000	240,000
Preferred stock, aggregate liquidation preference (in Dollars)	$ 6,000	$ 12,000
Common Treasury Stock [Member]
Treasury Stock, shares	4,032,784	4,032,784

XML

Note 5 - Derivative Financial Instruments (Tables)

3 Months Ended

Aug. 02, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location [Table Text Block]

	(In thousands)
	2014		2013
Recognized in AOCI:
Gain (loss) before income taxes	$	605	$	(1,012	)
Less income tax provision (benefit)		224		(376	)
Net		381		(636	)
Reclassified from AOCI to cost of sales:
Gain (loss) before income taxes		15		(566	)
Less income tax provision (benefit)		5		(210	)
Net		10		(356	)
Net change to AOCI	$	371	$	(280	)

XML

Document And Entity Information	3 Months Ended
	Aug. 02, 2014	Sep. 04, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	NATIONAL BEVERAGE CORP
Document Type	10-Q
Current Fiscal Year End Date	--05-02
Entity Common Stock, Shares Outstanding		46,340,015
Amendment Flag	false
Entity Central Index Key	0000069891
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Aug. 02, 2014
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1

XML

Note 1 - Significant Accounting Policies (Details) (USD $) In Millions, unless otherwise specified	Aug. 02, 2014	May 03, 2014
Accounting Policies [Abstract]
Inventory, Finished Goods, Gross	$ 28.1	$ 27.2
Inventory, Raw Materials, Gross	$ 19.4	$ 16.7

XML

Consolidated Statements of Income (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Aug. 02, 2014	Jul. 27, 2013
Net sales	$ 174,637	$ 172,353
Cost of sales	114,795	113,604
Gross profit	59,842	58,749
Selling, general and administrative expenses	37,638	40,086
Interest expense	124	196
Other income (expense) - net	1,197	(40)
Income before income taxes	23,277	18,427
Provision for income taxes	7,914	6,357
Net income	15,363	12,070
Less preferred dividends and accretion	(163)	(150)
Earnings available to common shareholders	$ 15,200	$ 11,920
Earnings per common share:
Basic (in Dollars per share)	$ 0.33	$ 0.26
Diluted (in Dollars per share)	$ 0.33	$ 0.26
Weighted average common shares outstanding:
Basic (in Shares)	46,336	46,330
Diluted (in Shares)	46,529	46,517

XML

Note 5 - Derivative Financial Instruments

3 Months Ended

Aug. 02, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities Disclosure [Text Block]

5. DERIVATIVE FINANCIAL INSTRUMENTS

From time to time, we enter into aluminum swap contracts to partially mitigate our exposure to changes in the cost of aluminum cans. Such 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 (Loss) (“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 hedge was immaterial. The following summarizes the gains (losses) recognized in the Consolidated Statements of Income and AOCI relative to cash flow hedges for the three months ended August 2, 2014 and July 27, 2013:

	(In thousands)
	2014		2013
Recognized in AOCI:
Gain (loss) before income taxes	$	605	$	(1,012	)
Less income tax provision (benefit)		224		(376	)
Net		381		(636	)
Reclassified from AOCI to cost of sales:
Gain (loss) before income taxes		15		(566	)
Less income tax provision (benefit)		5		(210	)
Net		10		(356	)
Net change to AOCI	$	371	$	(280	)

As of August 2, 2014, the notional amount of our outstanding aluminum swap contracts was $6.5 million and, assuming no change in the commodity prices, $595,000 of unrealized gain before tax will be reclassified from AOCI and recognized in earnings over the next nine months. See Note 1.

As of August 2, 2014 and May 3, 2014, the fair value of the derivative asset was $595,000 and $5,000, respectively, 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 as defined by the fair value hierarchy as they are observable market based inputs or unobservable inputs that are corroborated by market data.

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Note 4 - Stock-Based Compensation

3 Months Ended

Aug. 02, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

4. STOCK-BASED COMPENSATION

During the three months ended August 2, 2014, options to purchase 186,300 shares of common stock were granted (weighted average exercise price of $17.59 per share) and options to purchase 2,000 shares were exercised (weighted average exercise price of $11.35 per share). At August 2, 2014, options to purchase 588,655 shares (weighted average exercise price of $9.81 per share) were outstanding and stock-based awards to purchase 2,851,789 shares of common stock were available for grant.

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Note 5 - Derivative Financial Instruments (Details) (USD $)	Aug. 02, 2014	May 03, 2014
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative, Notional Amount	$ 6,500,000
Price Risk Cash Flow Hedge Unrealized Gain (Loss) to be Reclassified During Next 12 Months	595,000
Derivative, Fair Value, Net	$ 595,000	$ 5,000

XML

Note 2 - Property, Plant and Equipment (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Aug. 02, 2014	Jul. 27, 2013
Property, Plant and Equipment [Abstract]
Depreciation	$ 2.7	$ 2.5

XML

Accounting Policies, by Policy (Policies)

3 Months Ended

Aug. 02, 2014

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

The consolidated financial statements include the accounts of National Beverage Corp. and its subsidiaries. Significant intercompany transactions and accounts have been eliminated.

The consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and rules and regulations of the Securities and Exchange Commission for interim financial reporting. Accordingly, they do not include all information and notes presented in the annual consolidated financial statements. The consolidated financial statements should be read in conjunction with the annual consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended May 3, 2014. The accounting policies used in these interim consolidated financial statements are consistent with those used in the annual consolidated financial statements.

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. 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.

Derivatives, Policy [Policy Text Block]

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 Consolidated Balance Sheets. The estimated fair value of derivative financial instruments is calculated based on market rates to settle the instruments. We do not use derivative financial instruments for trading or speculative purposes. Credit risk related to derivative financial instruments is managed by requiring high credit standards for counterparties and frequent cash settlements. See Note 5.

Earnings Per Share, Policy [Policy Text Block]

Earnings Per Common Share

Basic earnings per common share is computed by dividing earnings 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 effect of stock options.

Inventory, Policy [Policy Text Block]

Inventories

Inventories are stated at the lower of first-in, first-out cost or market. Inventories at August 2, 2014 are comprised of finished goods of $28.1 million and raw materials of $19.4 million. Inventories at May 3, 2014 are comprised of finished goods of $27.2 million and raw materials of $16.7 million

XML

Note 6. Preferred Stock Redemption

3 Months Ended

Aug. 02, 2014

Disclosure Text Block Supplement [Abstract]

Preferred Stock [Text Block]

6. PREFERRED STOCK REDEMPTION

On August 1, 2014, the Company redeemed 120,000 shares of Series D Preferred, representing 50% of the amount outstanding, for an aggregate price of $6 million plus accrued dividends. In connection therewith, the Company accreted and charged to retained earnings $89,000 of original issuance costs, which was deducted from income available to common shareholders for earnings per share calculation.

XML

Note 7 - Commitments and Contingencies

3 Months Ended

Aug. 02, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

7. COMMITMENTS AND CONTINGENCIES

As of August 2, 2014, we guaranteed the residual value of certain leased equipment in the amount of $5.2 million. On July 31, 2014, the lease term was extended for 36 months to August 1, 2017. If the proceeds from the sale of such equipment are less than the balance required by the lease when the lease terminates, the Company shall be required to pay the difference up to such guaranteed amount. The Company expects to have no loss on such guarantee.

XML

Note 2 - Property, Plant and Equipment (Tables)

3 Months Ended

Aug. 02, 2014

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Table Text Block]

	(In thousands)
	August 2, 2014			May 3, 2014
Land	$	9,500		$	9,779
Buildings and improvements		49,764			51,494
Machinery and equipment		150,160			148,699
Total		209,424			209,972
Less accumulated depreciation		(151,620	)		(150,478	)
Property, plant and equipment – net	$	57,804		$	59,494

XML

Note 3 - Debt (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Aug. 02, 2014	May 03, 2014
Note 3 - Debt (Details) [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 100
Debt Instrument, Basis Spread on Variable Rate	0.90%
Long-term Line of Credit	25	30
Letters of Credit Outstanding, Amount	2.2
Line of Credit Facility, Remaining Borrowing Capacity	$ 72.8
London Interbank Offered Rate (LIBOR) [Member]
Note 3 - Debt (Details) [Line Items]
Debt Instrument, Interest Rate, Effective Percentage	1.10%

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Note 7 - Commitments and Contingencies (Details) (USD $) In Millions, unless otherwise specified	0 Months Ended
	Jul. 31, 2014	Aug. 02, 2014
Commitments and Contingencies Disclosure [Abstract]
Guaranteed Residual Value of Assets Under Operating Leases		$ 5.2
Lessee Leasing Arrangements, Operating Leases, Renewal Term	36 months

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Consolidated Statements of Comprehensive Income (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Aug. 02, 2014	Jul. 27, 2013
Net income	$ 15,363	$ 12,070
Other comprehensive income (loss), net of tax:
Cash flow hedges	371	(280)
Comprehensive income	$ 15,734	$ 11,790

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Note 3 - Debt

3 Months Ended

Aug. 02, 2014

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

3. DEBT

At August 2, 2014, a subsidiary of the Company maintained unsecured revolving credit facilities with banks aggregating $100 million (the “Credit Facilities”). The Credit Facilities expire from November 22, 2015 to April 30, 2016 and current borrowings bear interest at .9% above one-month LIBOR (1.1% at August 2, 2014). Borrowings outstanding under the Credit Facilities were $25 million at August 2, 2014 and $30 million at May 3, 2014. At August 2, 2014, $2.2 million of the Credit Facilities were used for standby letters of credit and $72.8 million were available for borrowings.

The Credit Facilities require the subsidiary to maintain certain financial ratios, including debt to net worth and debt to EBITDA (as defined in the Credit Facilities), and contain other restrictions, none of which are expected to have a material effect on our operations or financial position. At August 2, 2014, we were in compliance with all loan covenants.

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Note 2 - Property, Plant and Equipment (Details) - Summary of Property, Plant and Equipment (USD $) In Thousands, unless otherwise specified	Aug. 02, 2014	May 03, 2014
Summary of Property, Plant and Equipment [Abstract]
Land	$ 9,500	$ 9,779
Buildings and improvements	49,764	51,494
Machinery and equipment	150,160	148,699
Total	209,424	209,972
Less accumulated depreciation	(151,620)	(150,478)
Property, plant and equipment – net	$ 57,804	$ 59,494