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 October 29, 2011

Commission file number 1-14170

NATIONAL BEVERAGE CORP.

(Exact name of registrant as specified in its charter)

Delaware (State of incorporation)   59-2605822 (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 (ü)  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, 2011 was 46,275,455.

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 29, 2011 and April 30, 2011	3
Condensed Consolidated Statements of Income for the Three and Six Months Ended October 29, 2011 and October 30, 2010	4
Condensed Consolidated Statements of Cash Flows for the Six Months Ended October 29, 2011 and October 30, 2010	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

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share amounts)
	October 29,			April 30,
	2011			2011
Assets
Current assets:
Cash and equivalents	$	21,943		$	7,372
Trade receivables - net of allowances of $450 ($452 at April 30)		51,408			55,912
Inventories		38,301			33,353
Deferred income taxes - net		3,556			1,493
Prepaid and other assets		3,453			8,403
Total current assets		118,661			106,533
Property, plant and equipment - net		54,771			55,337
Goodwill		13,145			13,145
Intangible assets		1,615			1,615
Other assets		6,002			6,180
	$	194,194		$	182,810
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	42,765		$	49,257
Accrued liabilities		22,820			26,214
Income taxes payable		492			132
Total current liabilities		66,077			75,603
Deferred income taxes - net		14,280			14,548
Other liabilities		12,208			12,323
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; 50,308,239 shares issued (50,262,139 shares at April 30)		503			503
Additional paid-in capital		30,069			29,725
Retained earnings		89,765			65,207
Accumulated other comprehensive income (loss)		(858	)		2,751
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		101,629			80,336
	$	194,194		$	182,810

See accompanying Notes to Condensed Consolidated Financial Statements.

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NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share amounts)
	Three Months Ended					Six Months Ended
	October 29,			October 30,		October 29,			October 30,
	2011			2010		2011			2010
Net sales	$	157,974		$	151,127	$	327,054		$	316,157
Cost of sales		103,871			94,772		211,877			201,314
Gross profit		54,103			56,355		115,177			114,843
Selling, general & administrative expenses		36,913			40,510		77,271			80,239
Interest expense		31			20		54			51
Other income (expense) - net		(47	)		24		(70	)		12
Income before income taxes		17,112			15,849		37,782			34,565
Provision for income taxes		5,989			5,642		13,224			12,305
Net income	$	11,123		$	10,207	$	24,558		$	22,260
Net income per share -
Basic	$	.24		$	.22	$	.53		$	.48
Diluted	$	.24		$	.22	$	.53		$	.48
Weighted average common shares outstanding -
Basic		46,272			46,161		46,257			46,159
Diluted		46,448			46,367		46,426			46,360

See accompanying Notes to Condensed Consolidated Financial Statements.

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NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
	Six Months Ended
	October 29,			October 30,
	2011			2010
Cash Flows From Operating Activities:
Net income	$	24,558		$	22,260
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		5,408			5,980
Deferred income tax benefit		(285	)		(209	)
Gain on disposal of property, net		(5	)		(4	)
Stock-based compensation		130			196
Changes in assets and liabilities:
Trade receivables		4,504			6,526
Inventories		(4,948	)		2,387
Prepaid and other assets		(673	)		549
Accounts payable		(6,492	)		(6,784	)
Accrued and other liabilities		(4,076	)		(1,032	)
Net cash provided by operating activities		18,121			29,869
Cash Flows From Investing Activities:
Additions to property, plant and equipment		(3,783	)		(4,136	)
Proceeds from sale of property, plant and equipment		19			10
Net cash used in investing activities		(3,764	)		(4,126	)
Cash Flows From Financing Activities:
Proceeds from stock options exercised		88			24
Stock-based tax benefits		126			30
Net cash provided by financing activities		214			54
Net Increase in Cash and Equivalents		14,571			25,797
Cash and Equivalents - Beginning of Year		7,372			68,566
Cash and Equivalents - End of Period	$	21,943		$	94,363
Other Cash Flow Information:
Interest paid	$	38		$	52
Income taxes paid		12,349			13,331

See accompanying Notes to Condensed Consolidated Financial Statements.

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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.  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 April 30, 2011.

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.  We do not use derivative financial instruments for trading or speculative purposes. See Note 5.

Inventories

Inventories are stated at the lower of first-in, first-out cost or market.  Inventories at October 29, 2011 are comprised of finished goods of $23,113,000 and raw materials of $15,188,000.  Inventories at April 30, 2011 are comprised of finished goods of $20,215,000 and raw materials of $13,138,000.

2.  PROPERTY, PLANT AND EQUIPMENT

Property consists of the following:

	(In thousands)
	October 29,   2011			April 30,   2011
Land	$	9,779		$	9,779
Buildings and improvements		47,481			47,374
Machinery and equipment		135,708			132,709
Total		192,968			189,862
Less accumulated depreciation		(138,197	)		(134,525	)
Property – net	$	54,771		$	55,337

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Depreciation expense was $2,170,000 and $4,335,000 for the three-month and six-month periods ended October 29, 2011, respectively, and $2,767,000 and $5,122,000 for the three-month and six-month periods ended October 30, 2010, respectively.

3.  DEBT

At October 29, 2011, a subsidiary of the Company maintained unsecured revolving credit facilities with banks aggregating $75,000,000 (the “Credit Facilities”).  The Credit Facilities expire through July 8, 2013 and, currently, any borrowings would bear interest at .3% to .9% above LIBOR or, at our election, .5% below the banks’ reference rate.  At October 29, 2011, $2,639,000 of the Credit Facilities was used for standby letters of credit and $72,361,000 was available for borrowings.

The Credit Facilities require the subsidiary to maintain certain financial ratios, principally debt to net worth and debt to EBITDA (as defined in the loan agreements), and contain other restrictions, none of which are expected to have a material effect on our operations or financial position.   At October 29, 2011, we were in compliance with all loan covenants and approximately $1,320,000 of retained earnings was restricted from distribution.

4.  STOCK-BASED COMPENSATION

During the six months ended October 29, 2011, options to purchase 3,000 shares of common stock were granted (weighted average exercise price of $6.14 per share), options to purchase 46,100 shares were exercised (weighted average exercise price of $1.90 per share), and options to purchase 12,660 shares were cancelled (weighted average exercise price of $9.34 per share).  At October 29, 2011, options to purchase 545,860 shares (weighted average exercise price of $7.74 per share) were outstanding and stock-based awards to purchase 2,960,944 shares of common stock were available for grant.

5.  DERIVATIVE FINANCIAL INSTRUMENTS

We have entered into aluminum swap contracts to partially mitigate our exposure to changes in the cost of aluminum cans through July 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 hedge was immaterial.  The following summarizes the gains (losses) recognized in AOCI and the Condensed Consolidated Statements of Income relative to the cash flow hedge for the second quarter and six months ended October 29, 2011 and October 30, 2010:

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	(In thousands)
	Second Quarter Ended						Six Months Ended
		2011			2010			2011			2010
Recognized in AOCI:
Gain (loss) before income taxes	$	(3,348	)	$	1,617		$	(3,936	)	$	432
Less income tax provision (benefit)		(1,215	)		576			(1,434	)		154
Net	$	(2,133	)	$	1,041		$	(2,502	)	$	278
Reclassified from AOCI to cost of sales:
Gain (loss) before income taxes	$	576		$	(770	)	$	1,719		$	(1,393	)
Less income tax provision (benefit)		205			(274	)		612			(496	)
Net	$	371		$	(496	)	$	1,107		$	(897	)
Net change to AOCI	$	(2,504	)	$	1,537		$	(3,609	)	$	1,175

As of October 29, 2011, the notional amount of our outstanding aluminum swap contracts was $18,577,000 and, assuming no change in the commodity prices, $1,384,000 of unrealized net loss (before tax) will be reclassified from AOCI and recognized in earnings over the next twelve months.  See Notes 1 and 6.

As of October 29, 2011, the fair value of the derivative liability was $1,384,000, which was included in Accrued liabilities.  As of April 30, 2011, the fair value of the derivative asset was $4,271,000, 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 as they are observable market based inputs or unobservable inputs that are corroborated by market data.

6.  COMPREHENSIVE INCOME

Comprehensive income for the second quarter and six months ended October 29, 2011 and October 30, 2010 was comprised of net income and changes in the fair value of our cash flow hedges (see Note 5 above) as follows:

	(In thousands)
	Second Quarter Ended					Six Months Ended
	2011			2010		2011			2010
Net income	$	11,123		$	10,207	$	24,558		$	22,260
Cash flow hedges, net of tax		(2,504	)		1,537		(3,609	)	1,175
Comprehensive income	$	8,619		$	11,744	$	20,949		$	23,435

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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 primarily in North America.  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 and St. Nick’s® holiday soft drinks.  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 promotes the growth of our products by (i) offering a branded beverage portfolio of proprietary flavors with distinctive packaging and broad demographic appeal, (ii) supporting the franchise value of regional brands, (iii) developing and acquiring innovative products tailored toward healthy lifestyles, and (iv) appealing to the “quality-value” expectations of the family consumer.  We believe the “regional share dynamics” of our brands results in more retailer sponsored promotional activities which perpetuate consumer loyalty within local markets.

We continue to focus on increasing penetration of our brands in the convenience channel through Company-owned and independent distributors to benefit from the higher retail prices and margins that typically prevail in this market.  The convenience channel consists of convenience stores, gas stations and other smaller “up-and-down-the-street” accounts.  We have undertaken several measures to expand convenience channel distribution including developing new products and packaging specifically targeted for this market.

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 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.

9

RESULTS OF OPERATIONS

Three Months Ended October 29, 2011 (second quarter of fiscal 2012) compared to Three Months Ended October 30, 2010 (second quarter of fiscal 2011)

Net sales for the second quarter of fiscal 2012 increased 4.5% to $157,974,000 compared to $151,127,000 for the second quarter of fiscal 2011.  The sales improvement is due to case volume growth of 6.1% for our premium brand portfolio and a 5.0% increase in unit pricing. The higher unit pricing is due to product mix changes and price increases implemented to mitigate higher raw material costs.  The sales improvement was partially offset by a decline in carbonated soft drinks, resulting in relatively flat total case volume.

Gross profit approximated 34.2% of net sales for the second quarter of fiscal 2012 compared to 37.3% of net sales for the second quarter of fiscal 2011.  The gross profit decline was due primarily to higher raw material costs partially offset by higher unit pricing.  Cost of sales increased 10.1% on a per case basis.

Selling, general & administrative expenses were $36,913,000 or 23.4% of net sales for the second quarter of fiscal 2012 compared to $40,510,000 or 26.8% of net sales for the second quarter of fiscal 2011.  The decrease in expenses was due to lower marketing and administrative expenses.

Other income includes interest income of $13,000 for the second quarter of fiscal 2012 and $53,000 for the second quarter of fiscal 2011.

The Company’s effective income tax rate, based upon estimated annual income tax rates, was 35.0% for the second quarter of fiscal 2012 and 35.6% for the second quarter of fiscal 2011.  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.

Six Months Ended October 29, 2011 (first six months of fiscal 2012) compared to Six Months Ended October 30, 2010 (first six months of fiscal 2011)

Net sales for the first six months of fiscal 2012 increased 3.4% to $327,054,000 compared to $316,157,000 for the first six months of fiscal 2011.  The sales improvement is due to case volume growth of 9.4% for our premium brand portfolio and a 4.6% increase in unit pricing. The higher unit pricing is due to product mix changes and price increases implemented to mitigate higher raw material costs.  The sales improvement was partially offset by a decline in carbonated soft drinks, resulting in a 1.1% decrease in total case volume.

Gross profit approximated 35.2% of net sales for the first six months of fiscal 2012 compared to 36.3% of net sales for the first six months of fiscal 2011.  The gross profit decline was due primarily to higher raw material costs partially offset by higher unit pricing.  Cost of sales increased 6.4% on a per case basis.

Selling, general & administrative expenses were $77,271,000 or 23.6% of net sales for the first six months of fiscal 2012 compared to $80,239,000 or 25.4% of net sales for the first six months of fiscal 2011.  The decrease in expenses was due to lower marketing expenses.

10

Other income includes interest income of $23,000 for the first six months of fiscal 2012 and $81,000 for the first six months of fiscal 2011.

The Company’s effective income tax rate, based upon estimated annual income tax rates, was 35.0% for the first six months of fiscal 2012 and 35.6% for the first six months of fiscal 2011.  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, which may be supplemented by borrowings available under our credit facilities.  We maintain unsecured revolving credit facilities aggregating $75,000,000, of which $2,639,000 was used for standby letters of credit at October 29, 2011.  We believe that existing capital resources 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 2012 increased $14,571,000 to $21,943,000 at October 29, 2011.

Net cash provided by operating activities for the first six months of fiscal 2012 amounted to $18,121,000 compared to $29,869,000 for the similar 2011 fiscal period.  For the first six months of fiscal 2012, cash flow was principally generated by net income of $24,558,000 and depreciation and amortization of $5,408,000.  Net cash was also impacted by a decrease in trade receivables of $4,504,000, an increase in inventory of $4,948,000 and a decrease in accounts payable of $6,492,000.

Net cash used in investing activities for the first six months of fiscal 2012, principally capital expenditures, amounted to $3,764,000 compared to $4,126,000 for the similar 2011 fiscal period.

Financial Position

During the first six months of fiscal 2012, working capital increased $21,654,000 to $52,584,000 due to cash generated from operations.  Trade receivables and accounts payable decreased due to lower seasonal volume.  Inventories increased due to higher raw material costs and prepaid and other assets decreased due to a decline in derivative assets.  The current ratio was 1.8 to 1 at October 29, 2011 and 1.4 to 1 at April 30, 2011.

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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, 2011.

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 April 30, 2011 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 April 30, 2011.

ITEM 6.  EXHIBITS

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

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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:  December 8, 2011
	National Beverage Corp.
	(Registrant)
	By:	/s/ Dean A. McCoy
	Dean A. McCoy
	Senior Vice President and
	Chief Accounting Officer

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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

101 The following financial information from National Beverage Corp. Quarterly Report on Form 10-Q for the quarterly period ended October 29, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Income; (iii) Condensed Consolidated Statements of Cash Flows; and (iv) the Notes to Condensed Consolidated Financial Statements. *

*  XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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EX-31.1

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: December 8, 2011

/s/ Nick A. Caporella

Nick A. Caporella

Chairman of the Board and

Chief Executive Officer

EX-31.2

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: December 8, 2011

/s/ George R. Bracken

George R. Bracken

Senior Vice President – Finance

(Principal Financial Officer)

EX-32.1

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 October 29, 2011 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: December 8, 2011

/s/ Nick A. Caporella

Nick A. Caporella

Chairman of the Board and

Chief Executive Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

EX-32.2

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 October 29, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, George R. Bracken, Senior 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: December 8, 2011

/s/ George R. Bracken

George R. Bracken

Senior Vice President – Finance

(Principal Financial Officer)

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

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Note 4. Stock-based Compensation

6 Months Ended

Oct. 29, 2011

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

4.  STOCK-BASED COMPENSATION

During the six months ended October 29, 2011, options to purchase 3,000 shares of common stock were granted (weighted average exercise price of $6.14 per share), options to purchase 46,100 shares were exercised (weighted average exercise price of $1.90 per share), and options to purchase 12,660 shares were cancelled (weighted average exercise price of $9.34 per share).  At October 29, 2011, options to purchase 545,860 shares (weighted average exercise price of $7.74 per share) were outstanding and stock-based awards to purchase 2,960,944 shares of common stock were available for grant.

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Note 3. Debt

6 Months Ended

Oct. 29, 2011

Debt Disclosure [Text Block]

3.  DEBT

At October 29, 2011, a subsidiary of the Company maintained unsecured revolving credit facilities with banks aggregating $75,000,000 (the “Credit Facilities”).  The Credit Facilities expire through July 8, 2013 and, currently, any borrowings would bear interest at .3% to .9% above LIBOR or, at our election, .5% below the banks’ reference rate.  At October 29, 2011, $2,639,000 of the Credit Facilities was used for standby letters of credit and $72,361,000 was available for borrowings.

The Credit Facilities require the subsidiary to maintain certain financial ratios, principally debt to net worth and debt to EBITDA (as defined in the loan agreements), and contain other restrictions, none of which are expected to have a material effect on our operations or financial position.   At October 29, 2011, we were in compliance with all loan covenants and approximately $1,320,000 of retained earnings was restricted from distribution.

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Condensed Consolidated Balance Sheets (Unaudited) (USD $) In Thousands, unless otherwise specified	Oct. 29, 2011	Apr. 30, 2011
Current assets:
Cash and equivalents	$ 21,943	$ 7,372
Trade receivables - net of allowances of $450 ($452 at April 30)	51,408	55,912
Inventories	38,301	33,353
Deferred income taxes - net	3,556	1,493
Prepaid and other assets	3,453	8,403
Total current assets	118,661	106,533
Property, plant and equipment - net	54,771	55,337
Goodwill	13,145	13,145
Intangible assets	1,615	1,615
Other assets	6,002	6,180
	194,194	182,810
Current liabilities:
Accounts payable	42,765	49,257
Accrued liabilities	22,820	26,214
Income taxes payable	492	132
Total current liabilities	66,077	75,603
Deferred income taxes - net	14,280	14,548
Other liabilities	12,208	12,323
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; 50,308,239 shares issued (50,262,139 shares at April 30)	503	503
Additional paid-in capital	30,069	29,725
Retained earnings	89,765	65,207
Accumulated other comprehensive income (loss)	(858)	2,751
Treasury stock - at cost:
Total shareholders' equity	101,629	80,336
	194,194	182,810
Preferred Treasury Stock [Member]
Treasury stock - at cost:
Treasury Stock	(5,100)	(5,100)
Common Treasury Stock [Member]
Treasury stock - at cost:
Treasury Stock	$ (12,900)	$ (12,900)

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Note 1. Significant Accounting Policies

6 Months Ended

Oct. 29, 2011

Significant Accounting Policies [Text Block]

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.  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 April 30, 2011.

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.  We do not use derivative financial instruments for trading or speculative purposes. See Note 5.

Inventories

Inventories are stated at the lower of first-in, first-out cost or market.  Inventories at October 29, 2011 are comprised of finished goods of $23,113,000 and raw materials of $15,188,000.  Inventories at April 30, 2011 are comprised of finished goods of $20,215,000 and raw materials of $13,138,000.

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Note 2. Property, Plant and Equipment

6 Months Ended

Oct. 29, 2011

Property, Plant and Equipment Disclosure [Text Block]

2.  PROPERTY, PLANT AND EQUIPMENT

Property consists of the following:

	(In thousands)
	October 29,   2011			April 30,   2011
Land	$	9,779		$	9,779
Buildings and improvements		47,481			47,374
Machinery and equipment		135,708			132,709
Total		192,968			189,862
Less accumulated depreciation		(138,197	)		(134,525	)
Property – net	$	54,771		$	55,337

Depreciation expense was $2,170,000 and $4,335,000 for the three-month and six-month periods ended October 29, 2011, respectively, and $2,767,000 and $5,122,000 for the three-month and six-month periods ended October 30, 2010, respectively.

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Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) (USD $) In Thousands, except Share data, unless otherwise specified	6 Months Ended	12 Months Ended
	Oct. 29, 2011	Apr. 30, 2011
Allowance for trade receivables (in Dollars)	$ 450	$ 452
Preferred stock par value (in Dollars per share)	$ 1	$ 1
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	150,000	150,000
Preferred stock, shares outstanding	0	0
Preferred stock, dividend rate	7.00%	7.00%
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	50,308,239	50,262,139
Preferred Treasury Stock [Member]
Treasury Stock, shares	150,000	150,000
Common Treasury Stock [Member]
Treasury Stock, shares	4,032,784	4,032,784

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Document And Entity Information	6 Months Ended
	Oct. 29, 2011	Dec. 02, 2011
Document and Entity Information [Abstract]
Entity Registrant Name	NATIONAL BEVERAGE CORP
Document Type	10-Q
Current Fiscal Year End Date	--04-28
Entity Common Stock, Shares Outstanding		46,275,455
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	Oct. 29, 2011
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2

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Condensed Consolidated Statements of Income (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Oct. 29, 2011	Oct. 30, 2010	Oct. 29, 2011	Oct. 30, 2010
Net sales	$ 157,974	$ 151,127	$ 327,054	$ 316,157
Cost of sales	103,871	94,772	211,877	201,314
Gross profit	54,103	56,355	115,177	114,843
Selling, general & administrative expenses	36,913	40,510	77,271	80,239
Interest expense	31	20	54	51
Other income (expense) - net	(47)	24	(70)	12
Income before income taxes	17,112	15,849	37,782	34,565
Provision for income taxes	5,989	5,642	13,224	12,305
Net income	$ 11,123	$ 10,207	$ 24,558	$ 22,260
Net income per share -
Basic (in Dollars per share)	$ 0.24	$ 0.22	$ 0.53	$ 0.48
Diluted (in Dollars per share)	$ 0.24	$ 0.22	$ 0.53	$ 0.48
Weighted average common shares outstanding -
Basic (in Shares)	46,272	46,161	46,257	46,159
Diluted (in Shares)	46,448	46,367	46,426	46,360

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Note 6. Comprehensive Income

6 Months Ended

Oct. 29, 2011

Comprehensive Income (Loss) Note [Text Block]

6.  COMPREHENSIVE INCOME

Comprehensive income for the second quarter and six months ended October 29, 2011 and October 30, 2010 was comprised of net income and changes in the fair value of our cash flow hedges (see Note 5 above) as follows:

	(In thousands)
	Second Quarter Ended					Six Months Ended
	2011			2010		2011			2010
Net income	$	11,123		$	10,207	$	24,558		$	22,260
Cash flow hedges, net of tax		(2,504	)		1,537		(3,609	)	1,175
Comprehensive income	$	8,619		$	11,744	$	20,949		$	23,435

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Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Oct. 29, 2011	Oct. 30, 2010
Cash Flows From Operating Activities:
Net income	$ 24,558	$ 22,260
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	5,408	5,980
Deferred income tax benefit	(285)	(209)
Gain on disposal of property, net	(5)	(4)
Stock-based compensation	130	196
Changes in assets and liabilities:
Trade receivables	4,504	6,526
Inventories	(4,948)	2,387
Prepaid and other assets	(673)	549
Accounts payable	(6,492)	(6,784)
Accrued and other liabilities	(4,076)	(1,032)
Net cash provided by operating activities	18,121	29,869
Cash Flows From Investing Activities:
Additions to property, plant and equipment	(3,783)	(4,136)
Proceeds from sale of property, plant and equipment	19	10
Net cash used in investing activities	(3,764)	(4,126)
Cash Flows From Financing Activities:
Proceeds from stock options exercised	88	24
Stock-based tax benefits	126	30
Net cash provided by financing activities	214	54
Net Increase in Cash and Equivalents	14,571	25,797
Cash and Equivalents - Beginning of Year	7,372	68,566
Cash and Equivalents - End of Period	21,943	94,363
Other Cash Flow Information:
Interest paid	38	52
Income taxes paid	$ 12,349	$ 13,331

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Note 5. Derivative Financial Instruments

6 Months Ended

Oct. 29, 2011

Derivative Instruments and Hedging Activities Disclosure [Text Block]

5.  DERIVATIVE FINANCIAL INSTRUMENTS

We have entered into aluminum swap contracts to partially mitigate our exposure to changes in the cost of aluminum cans through July 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 hedge was immaterial.  The following summarizes the gains (losses) recognized in AOCI and the Condensed Consolidated Statements of Income relative to the cash flow hedge for the second quarter and six months ended October 29, 2011 and October 30, 2010:

	(In thousands)
	Second Quarter Ended						Six Months Ended
		2011			2010			2011			2010
Recognized in AOCI:
Gain (loss) before income taxes	$	(3,348	)	$	1,617		$	(3,936	)	$	432
Less income tax provision (benefit)		(1,215	)		576			(1,434	)		154
Net	$	(2,133	)	$	1,041		$	(2,502	)	$	278
Reclassified from AOCI to cost of sales:
Gain (loss) before income taxes	$	576		$	(770	)	$	1,719		$	(1,393	)
Less income tax provision (benefit)		205			(274	)		612			(496	)
Net	$	371		$	(496	)	$	1,107		$	(897	)
Net change to AOCI	$	(2,504	)	$	1,537		$	(3,609	)	$	1,175

As of October 29, 2011, the notional amount of our outstanding aluminum swap contracts was $18,577,000 and, assuming no change in the commodity prices, $1,384,000 of unrealized net loss (before tax) will be reclassified from AOCI and recognized in earnings over the next twelve months.  See Notes 1 and 6.

As of October 29, 2011, the fair value of the derivative liability was $1,384,000, which was included in Accrued liabilities.  As of April 30, 2011, the fair value of the derivative asset was $4,271,000, 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 as they are observable market based inputs or unobservable inputs that are corroborated by market data.