National Beverage Corp. (FIZZ) 2017年年度報告「NASDAQ」.pdf

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1、National Beverage Corp.2017 Annual ReportHappy,squawking seagulls overfly this lovely lagoon,high-fiving wingtips over such a beautiful New England cove.(winking in)another glorious crisp morning!Aromas are scenting,seaweed is smiling and ducks are hooting.whats all the fuss about?FIZZ thats what!Ye

2、s,grateful,thankful,ever so blessed Team National and yours truly have so much to smile about and smile,we are graciously going to do until those happy,squawking seagulls roost!WOW.what a year!Best Revenues,Best Earnings,Best Industry Growth,Stock Hits$100,Company pays$3.00 in dividends,Team Nationa

3、l is healthy and smiles abound.I hope those seagulls never land!I mean it.I believe for good fortune to prevail,a combination of things must occur!First,one should have that special sidekick relationship with their spiritual guardian and,next,be genetically equipped to be the master of their destiny

4、!Then,they should choose to engage in making life better for more than they are capable of and,finally.they should love what they do!I fully believe that good fortune beckons for these characters yes!Amb tious Deliciousand Healthy.(SDA)35x40 x50 x45x55x35x*INDUSTRY LEADING REVENUES+OPERATING MARGIN

5、GROWTH+SHAREHOLDER VALUEGrowth momentum bridled to agile and passionate organizationMajor shareholder senior prominenceCarbonated soda sales facing accelerated declines due to health alerts and soda taxRecognized leader of natural sparklingwater categoryNationals innovation sets the standardsfor hea

6、lthy sparkling waterFacts.GROSS PRICE/EARNINGS INDEXTRIFECTA PROFILE*FY2018 will continue to be a great year for FIZZ due to our ever-increasing momentum and also an accelerating movement in a large part of the planet to challenge any and all presently-stated claims made by beverage manufacturers.Al

7、l consumer beverages will be affected and regulatory agencies will insist that labels represent the truth to consumers.This will promote brands like LaCroix and Shasta Sparkling Water SDA(Soft Drink Alternative)because of the standards with which these waters are developed,labeled and manufactured.T

8、oday,ratings agencies that monitor water products,especially sparkling water,are very unfair in their analysis by combining various products together regardless of their ingredients.Our Company will clearly benefit as more and more consumers become educated with the truth.Presently,misleading the co

9、nsumer is quite prevalent anyone can label something as all natural,organic or pure to induce a consumer purposely for their advantage.2018 will see the pendulum return to more normal and more honest again.protecting those of us who diligently strive to do the right thing.Additionally,FY2018 will wi

10、tness wonderful,new innovations with packaging,new theme additions,shelf demographic concepts and a new LaCroix Key Lime flavor introduced with this Annual Report.Much love and caring goes into all that we do,but when it comes to naturally essenced,sparkling water taste,we go the limit and several s

11、ips beyond!So.those shareholders who requested that their Annual Report and Proxy Statement be mailed to them will also get to try our new Key Lime flavor.Please let us know how you feel.Please!If the daring truth be told,National Beverage Corp.at the outset,and still relevant today,is an enterprise

12、 of caring purpose.Initially,to save the innocent from the clutches of a terrible corporate raider and,today,to bring innocent healthy beverages to an ailing America!FY2017 was a pivotal year for National Beverage Corp.on several fronts.First,moving FIZZ into the growth stock segment;second,capturin

13、g top place in market performance in 40 of 42 key markets in the United States;third,leading the natural sparkling water category with such force as to influence the total sparkling water category in the U.S.and,finally,moving the Companys revenues into the billion dollar range this FY2018.Creativit

14、y and innovation,plus new geographic distribution advances,continue to fuel our dynamic momentum.Catching the tide of change(healthier consumables)has been quite advantageous.I certainly agree.and the building momentum of that incoming tide widens by the hour as is the case with an actual rising tid

15、e!As more people consume our healthy beverages,they expect to find them readily available and retailers continue to provide more and more space!Retailers across North America are discovering that healthy is in demand and will also produce healthy profits!The performance of the first quarter FY2018,b

16、oth financial and FIZZ market activities,collaborating with new dynamic distribution results in Canada,will certainly make this period a La La summer for LaCroix.If you open this Annual Report to the inside back cover,we have defined our place in the sparkling water category.Please revisit this powe

17、rful page and understand National Beverages real purpose in making you aware of our leadership role in this sparkling water industry and that is to make our healthy,authentically-genuine,great beverages the choice for all consumers searching for excellence.The right selection makes excellence a habi

18、t!National Beverage Corp.is benefitting from choices made years ago and this feeling is wonderful.Standing here at the precipice of a solar eclipse that heartens another eclipse happening simultaneously,where a jubilant team of aggressive humans are moving innocent brands of fantastic sparkling wate

19、r,LaCroix and Shasta SDA across North America,leaving in its wake healthy,joyful,refreshed and contented consumers.Wishing you continued good fortune,Nick A.CaporellaChairman and Chief Executive OfficerMindfulnes FINANCIALREVIEW67NATIONAL BEVERAGE CORP.NATIONAL BEVERAGE CORP.MANAGEMENTS DISCUSSION A

20、ND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSOVERVIEWNational Beverage Corp.proudly refreshes America with a distinctive portfolio of Sparkling Waters,Juices,Energy Drinks and Carbonated Soft Drinks.We believe that our ingenious product designs,innovative packaging and imaginative fla

21、vors,along with our corporate culture and philosophy,makes National Beverage unique in the beverage industry.The Companys primary market focus is North America,but our products are also distributed in various other countries.National Beverage Corp.was incorporated in Delaware in 1985 and began tradi

22、ng 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.National Beverage is evolving to meet the healthy hydration demands of consumers.Health and wel

23、lness awareness has increased significantly,resulting in growing demand for beverages with little or no calories and wholesome natural ingredients.Our brands emphasize distinctly-flavored beverages in attractive packaging that appeal to multiple demographic groups.The attentive,health-conscious and

24、discriminating consumer is ever more alert to wellness choices and better-for-you ingredients that align to this transition and strategic focus.Our brands consist of(i)beverages geared to the active and health-conscious consumer(“Power+Brands”)including sparkling waters,energy drinks,and juices,and(

25、ii)Carbonated Soft Drinks in a variety of flavors including regular,sugar-free and reduced calorie options.Our portfolio of Power+Brands includes LaCroix,LaCroix Crate,LaCroix NiCola and Shasta Sparkling Water products;Rip It energy drinks and shots;and Everfresh,Everfresh Premier Varietals and Mr.P

26、ure 100%juice and juice-based products.Our Carbonated Soft Drinks portfolio includes Shasta and Faygo,iconic brands whose flavor development spans more than 125 years.To service a diverse customer base that includes numerous national retailers,as well as thousands of smaller“up-and-down-the-street”a

27、ccounts,we utilize a hybrid distribution system to deliver our products primarily through the take-home,convenience and food-service channels.Our strategy emphasizes the growth of our products by(i)developing healthier beverages in response to the global shift in consumer buying habits and tailoring

28、 the variety and types of beverages in our portfolio to satisfy the preferences of a diverse mix of crossover consumers a growing group desiring a change to better-for-you beverages;(ii)emphasizing unique flavor development and variety throughout our product lines and brands;(iii)leveraging our effi

29、cient production and distribution systems,cost-effective social media platforms and regionally focused marketing programs to profitably deliver high-quality products at optimal consumer price-points;and(iv)responding faster and more creatively to consumer trends than competitors who are burdened by

30、production and distribution complexity as well as legacy costs.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.Beverage sales

31、 are seasonal with the highest volume typically realized Fiscal Year Ended(In thousands,except per share and footnote amounts)April 29,2017April 30,2016May 2,2015May 3,2014(3)April 27,2013SUMMARY OF OPERATIONSNet sales$826,918$704,785$645,825$641,135$662,007 Cost of sales500,841 463,348 426,685 423,

32、480 444,757 Gross profit326,077 241,437 219,140 217,655 217,250 Selling,general and administrative expenses163,600 148,384 145,157 153,220 146,223 Interest expense189 203 371 660 403 Other(income)expense-net(537)145(1,101)666 173 Income before income taxes162,825 92,705 74,713 63,109 70,451 Provisio

33、n for income taxes55,780 31,507 25,402 19,474 23,531 Net income$107,045$61,198$49,311$43,635$46,920 PER SHARE DATABasic earnings per common share(1)$2.30$1.31$1.06$.93$1.01 Diluted earnings per common share(1)2.29 1.31 1.05 .92 1.01 Closing stock price 88.59 46.74 22.42 19.21 14.57 Dividends paid on

34、 common stock(2)1.50 2.55 BALANCE SHEET DATACash and equivalents(2)$136,372$105,577$52,456$29,932$18,267 Working capital(2)185,021 148,057 101,478 78,618 67,504 Property,plant and equipment-net65,150 61,932 60,182 59,494 57,307 Total assets(2)357,889 305,498 247,750 222,841 208,642 Long-term debt 10

35、,000 30,000 50,000 Deferred income tax liability15,993 14,474 15,245 13,873 14,327 Shareholders equity(2)245,618 206,152 147,782 106,201 70,316 Dividends paid on common stock(2)69,850 118,139(1)Basic earnings per common share is computed by dividing earnings available to common shareholders by the w

36、eighted average number of common shares outstanding.Diluted earnings per common share includes the dilutive effect of stock options.(2)The Company paid special cash dividends on Common Stock of$69.9 million($1.50 per share)on January 27,2017 and$118.1 million($2.55 per share)on December 27,2012.(3)F

37、iscal 2014 consisted of 53 weeks.SELECTED FINANCIAL DATA89NATIONAL BEVERAGE CORP.NATIONAL BEVERAGE CORP.credit.Due to prior year repayments on borrowings,interest expense decreased to$189,000 in Fiscal 2017 from$203,000 in Fiscal 2016 and$371,000 in Fiscal 2015.Other expense is net of interest incom

38、e of$641,000 for Fiscal 2017,$107,000 for Fiscal 2016 and$30,000 for Fiscal 2015.The change in interest income is due to changes in average invested balances and increased return on investments.Other income for Fiscal 2015 includes a$1.3 million gain on sale of property.Income Taxes Our effective ta

39、x rate was 34.3%for Fiscal 2017,34%for Fiscal 2016 and 34%for Fiscal 2015.The difference between the effective rate and the federal statutory rate of 35%was primarily due to the effects of state income taxes and the domestic manufacturing deduction.See Note 7 of Notes to Consolidated Financial State

40、ments.LIQUIDITY AND FINANCIAL CONDITIONLiquidity and Capital Resources Our principal source of funds is cash generated from operations.At April 29,2017,we maintained$100 million unsecured revolving credit facilities,under which no borrowings were outstanding and$2.2 million was reserved for standby

41、letters of credit.We believe that existing capital resources will be suffi cient to meet our liquidity and capital requirements for the next twelve months.See Note 4 of Notes to Consolidated Financial Statements.We continually evaluate capital projects to expand our production capacity,enhance packa

42、ging capabilities or improve effi ciencies at our production facilities.Expenditures for property,plant and equipment amounted to$14.0 million for Fiscal 2017.The Company expects to increase capital expenditures in Fiscal 2018 to support volume growth.On January 25,2013,the Company sold 400,000 shar

43、es of Special Series D Preferred Stock,par value$1 per share(“Series D Preferred”)for an aggregate purchase price of$20 million.Series D Preferred had a liquidation preference of$50 per share and dividends were accrued on this amount at an annual rate of 3%through April 30,2014 and,pursuant to subse

44、quent amendments,2.5%thereafter.Dividends were cumulative and payable quarterly.The net proceeds of$19.7 million were used to repay borrowings under the Credit Facilities.On May 2,2014,the Company redeemed 160,000 shares of Series D Preferred for an aggregate price of$8 million plus accrued dividend

45、s.On August 1,2014,the Company redeemed an additional 120,000 shares of Series D Preferred for an aggregate price of$6 million plus accrued dividends.The fi nal redemption of the remaining 120,000 shares of Series D Preferred was made on April 29,2016 for an aggregate price of$6 million plus accrued

46、 dividends.See Note 5 of Notes to Consolidated Financial Statements.The Company paid a special cash dividend on common stock of$69.9 million($1.50 per share)on January 27,2017.On May 5,2017,the Company declared a special cash dividend of$1.50 per share to shareholders of record on June 5,2017.The ca

47、sh dividend of$69.9 million will be paid from available cash on or before August 4,2017.The Company has announced that it plans to develop a program to increase distribution to shareholders based on the length of time they have owned their shares.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL COND

48、ITION AND RESULTS OF OPERATIONS(CONTINUED)during the summer and warmer months.As a result,our operating results from one fi scal quarter to the next may not be comparable.RESULTS OF OPERATIONSNet Sales Net sales for fi scal year ended April 29,2017(“Fiscal 2017”)increased 17.3%to$826.9 million compa

49、red to$704.8 million for fi scal year ended April 30,2016(“Fiscal 2016”).The increase in sales resulted primarily from a 16.6%increase in case volume and,to a lesser extent,a higher average selling price.Power+Brands volume increased 42.6%;branded carbonated soft drinks volume was fl at.Net sales fo

50、r Fiscal 2016 increased 9.1%to$704.8 million compared to$645.8 million for the fi scal year ended May 2,2015(“Fiscal 2015”).The higher sales resulted from a 9.0%increase in case volume and a slight increase in average selling price.The volume increase includes 31.4%growth of our Power+Brands,partial

51、ly offset by a decline in carbonated soft drinks.Gross Profi t Gross profi t for Fiscal 2017 increased 35.1%to$326.1 million compared to$241.4 million for Fiscal 2016.The increase in gross profi t is due to increased volume,growth in higher margin Power+Brands and a decline in cost of sales per case

52、 of 5.7%.The decline in cost of sales per case was due to favorable product mix changes and lower raw material costs.Gross margin expanded to 39.4%.Gross profi t for Fiscal 2016 increased 10.2%to$241.4 million compared to$219.1 million for Fiscal 2015.The increase in gross profi t is primarily due t

53、o higher sales and a decline in cost of sales per case of.4%.The decrease in cost of sales per case was due to favorable product mix changes and lower raw material costs.As a result,gross margin improved to 34.3%.Shipping and handling costs are included in selling,general and administrative expenses

54、,the classifi cation of which is consistent with many beverage companies.However,our gross margin may not be comparable to companies that include shipping and handling costs in cost of sales.See Note 1 of Notes to Consolidated Financial Statements.Selling,General and Administrative ExpensesSelling,g

55、eneral and administrative expenses were$163.6 million or 19.8%of net sales for Fiscal 2017,increasing$15.2 million or 10.3%from Fiscal 2016.The increase was primarily due to shipping and other volume related expenses and marketing spending increases.As a percent of Net sales,Selling,general and admi

56、nistrative expenses decreased primarily due to the leveraging effects of higher volume on fi xed costs and growth of products distributed by customer pick-up.Selling,general and administrative expenses were$148.4 million or 21.1%of net sales for Fiscal 2016 compared to$145.2 million or 22.5%of net s

57、ales for Fiscal 2015.Fiscal 2016 expenses refl ect higher distribution,selling and other volume related costs,partially offset by lower marketing costs.Interest Expense and Other Expense(Income)-NetInterest expense is comprised of interest on borrowings and fees related to maintaining lines of 1011N

58、ATIONAL BEVERAGE CORP.NATIONAL BEVERAGE CORP.As of April 29,2017,we guaranteed the residual value of certain leased equipment in the amount of$2.5 million.If the proceeds from the sale of such equipment are less than the balance required by the lease when the lease terminates on August 1,2017,the Co

59、mpany shall be required to pay the difference up to such guaranteed amount.The Company does not expect to incur a loss on such guarantee.We contribute to certain pension plans under collective bargaining agreements and to a discretionary profi t sharing plan.Annual contributions were$3.1 million for

60、 Fiscal 2017,$2.9 million for Fiscal 2016 and$2.7 million for Fiscal 2015.See Note 9 of Notes to Consolidated Financial Statements.We maintain self-insured and deductible programs for certain liability,medical and workers compensation exposures.Other long-term liabilities include known claims and es

61、timated incurred but not reported claims not otherwise covered by insurance,based on actuarial assumptions and historical claims experience.Since the timing and amount of claim payments vary signifi cantly,we are not able to reasonably estimate future payments for specifi c periods and therefore suc

62、h payments have not been included in the table above.Standby letters of credit aggregating$2.2 million have been issued in connection with our self-insurance programs.These standby letters of credit expire through March 2018 and are expected to be renewed.OFF-BALANCE SHEET ARRANGEMENTSWe do not have

63、 any off-balance sheet arrangements that have,or are reasonably likely to have,a current or future material effect on our fi nancial condition.CRITICAL ACCOUNTING POLICIESThe preparation of fi nancial statements in conformity with generally accepted accounting principles requires management to make

64、estimates and assumptions that affect the amounts reported in the fi nancial statements and accompanying notes.Although these estimates are based on managements knowledge of current events and actions it may undertake in the future,they may ultimately differ from actual results.We believe that the c

65、ritical accounting policies described in the following paragraphs comprise the most signifi cant estimates and assumptions used in the preparation of our consolidated fi nancial statements.CONTRACTUAL OBLIGATIONS(In thousands)TotalLess Than1 Year1 to 3 Years3 to 5 YearsMore Than 5 YearsOperating lea

66、ses$30,276$8,216$13,714$5,424$2,922Purchase commitments15,2399,4724,7181,049Total$45,515$17,688$18,432$6,473$2,922Contractual obligations at April 29,2017 are payable as follows:MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS(CONTINUED)Pursuant to a management ag

67、reement,we incurred a fee to Corporate Management Advisors,Inc.(“CMA”)of$8.3 million for Fiscal 2017,$7.0 million for Fiscal 2016 and$6.5 million for Fiscal 2015.At April 29,2017,management fees payable to CMA were$2.1 million.See Note 5 of Notes to Consolidated Financial Statements.Cash Flows Durin

68、g Fiscal 2017,$113.8 million was provided by operating activities,$14.0 million was used in investing activities and$69.0 million was used in fi nancing activities.Cash provided by operating activities increased$34.8 million primarily due to increased earnings offset in part by increased working cap

69、ital.Cash used in investing activities increased$2.0 million refl ecting increased capital expenditures to support volume growth.Cash used in fi nancing activities includes the$69.9 million($1.50 per share)special common stock dividend paid on January 27,2017.During Fiscal 2016,$79.0 million was pro

70、vided by operating activities,$12.0 million was used in investing activities and$13.8 million was used in fi nancing activities.Cash provided by operating activities increased$20.9 million primarily due to increased earnings and favorable changes in working capital.Cash used in investing activities

71、increased$2.3 million refl ecting higher capital expenditures and lower proceeds from the sale of property.Cash used in fi nancing activities was$13.8 million which included a$6 million redemption of preferred stock and$10 million in principal repayments under credit facilities.Financial Position Du

72、ring Fiscal 2017,our working capital increased to$185.0 million from$148.1 million at April 30,2016.The increase in working capital resulted from higher cash,trade receivables and inventory,partially offset by higher accounts payable and accrued liabilities.Trade receivables increased$10.3 million o

73、r 17%due to increased sales while days sales outstanding improved to 30.6 days from 31.0 days.Inventories increased$5.4 million or 11%as a result of the Company maintaining increased fi nished goods to support sales increases.Annual inventory turns remained unchanged at 9.5 times.As of April 29,2017

74、,the current ratio was 3.1 to 1 compared to 3.0 to 1 at April 30,2016.During Fiscal 2016,our working capital increased to$148.1 million from$101.5 million at May 2,2015.The increase in working capital resulted from higher cash,trade receivables and inventory,partially offset by higher accounts payab

75、le and accrued liabilities.Trade receivables increased$1.1 million due to higher sales activity while days sales outstanding improved to 31.0 days from 33.1 days.Inventories increased$5.0 million as a result of the Company maintaining higher fi nished goods levels to support increases in sales and n

76、ew product introductions.Annual inventory turns decreased to 9.5 from 10.2 times.At April 30,2016,the current ratio was 3.0 to 1 compared to 2.5 to 1 at May 2,2015.1213NATIONAL BEVERAGE CORP.NATIONAL BEVERAGE CORP.and business performance,achievements,objectives and strategies.These statements are“f

77、orward-looking”within the meaning of the Private Securities Litigation Reform Act of 1995 and include statements contained in this report,fi lings with the Securities and Exchange Commission and in reports to our stockholders.Certain statements including,without limitation,statements containing the

78、words“believes,”“anticipates,”“intends,”“plans,”“expects,”and“estimates”constitute“forward-looking statements”and involve known and unknown risk,uncertainties and other factors that may cause the actual results,performance or achievements of our Company to be materially different from any future res

79、ults,performance or achievements expressed or implied by such forward-looking statements.Such factors include,but are not limited to,the following:general economic and business conditions,pricing of competitive products,success of new product and fl avor introductions,fl uctuations in the costs of r

80、aw materials and packaging supplies,ability to pass along cost increases to our customers,labor strikes or work stoppages or other interruptions in the employment of labor,continued retailer support for our products,changes in brand image,consumer preferences and our success in creating products gea

81、red toward consumers tastes,success in implementing business strategies,changes in business strategy or development plans,government regulations,taxes or fees imposed on the sale of our products,unfavorable weather conditions and other factors referenced in this report,fi lings with the Securities a

82、nd Exchange Commission and other reports to our stockholders.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 refl ect future events or developments.QUANTITATIVE AND QUALITATIVE DISCLOSURES

83、 ABOUT MARKET RISKCommodities We purchase various raw materials,including aluminum cans,plastic bottles,high fructose corn syrup,corrugated packaging and juice concentrates,the prices of which fl uctuate based on commodity market conditions.Our ability to recover increased costs through higher prici

84、ng may be limited by the competitive environment in which we operate.At times,we manage our exposure to this risk through the use of supplier pricing agreements that enable us to establish all,or a portion of,the purchase prices for certain raw materials.Additionally,we use derivative fi nancial ins

85、truments to partially mitigate our exposure to changes in certain raw material costs.Interest Rates During Fiscal 2016,the Company repaid$10 million in borrowings under its credit facilities.At April 29,2017,the Company had no borrowings outstanding.We had no debt-related interest rate exposure duri

86、ng Fiscal 2017.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS(CONTINUED)For these policies,we caution that future events rarely develop exactly as estimated and the best estimates routinely require adjustment.Credit Risk We sell products to a variety of customer

87、s and extend credit based on an evaluation of each customers fi nancial condition,generally without requiring collateral.Exposure to credit losses varies by customer principally due to the fi nancial condition of each customer.We monitor our exposure to credit losses and maintain allowances for anti

88、cipated losses based on specifi c customer circumstances,credit conditions and historical write-offs.Impairment of Long-Lived Assets All long-lived assets,excluding goodwill and intangible assets not subject to amortization,are evaluated for impairment on the basis of undiscounted cash fl ows whenev

89、er events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.An impaired asset is written down to its estimated fair market value based on the best information available.Estimated fair market value is generally measured by discounting future cash fl ows.

90、Goodwill and intangible assets not subject to amortization are evaluated for impairment annually or sooner if we believe such assets may be impaired.An impairment loss is recognized if the carrying amount or,for goodwill,the carrying amount of its reporting unit,is greater than its fair value.Income

91、 Taxes Our effective income tax rate is based on estimates of taxes which will ultimately be payable.Deferred taxes are recorded to give recognition to temporary differences between the tax bases of assets or liabilities and their reported amounts in the fi nancial statements.Valuation allowances ar

92、e established to reduce the carrying amounts of deferred tax assets when it is deemed,more likely than not,that the benefi t of deferred tax assets will not be realized.Insurance Programs We maintain self-insured and deductible programs for certain liability,medical and workers compensation exposure

93、s.Accordingly,we accrue for known claims and estimated incurred but not reported claims not otherwise covered by insurance based on actuarial assumptions and historical claims experience.Sales Incentives We offer various sales incentive arrangements to our customers that require customer performance

94、 or achievement of certain sales volume targets.Sales incentives are accrued over the period of benefi t or expected sales volume.When the incentive is paid in advance,the aggregate incentive is recorded as a prepaid and amortized over the period of benefi t or contractual sales volume.The recogniti

95、on of these incentives involves the use of judgment related to performance and sales volume estimates that are made based on historical experience and other factors.Sales incentives are accounted for as a reduction of sales and actual amounts ultimately realized may vary from accrued amounts.FORWARD

96、-LOOKING STATEMENTSNational Beverage and its representatives may make written or oral statements relating to future events or results relative to our fi nancial,operational1415NATIONAL BEVERAGE CORP.NATIONAL BEVERAGE CORP.CONSOLIDATED STATEMENTS OF INCOMEFiscal Year Ended(In thousands,except per sha

97、re amounts)April 29,2017April 30,2016May 2,2015Net sales$826,918$704,785$645,825 Cost of sales500,841 463,348 426,685 Gross profit326,077 241,437 219,140 Selling,general and administrative expenses163,600 148,384 145,157 Interest expense189 203 371 Other(income)expense-net (537)145(1,101)Income befo

98、re income taxes162,825 92,705 74,713 Provision for income taxes55,780 31,507 25,402 Net income107,045 61,198 49,311 Less preferred dividends and accretion (238)(275)Earnings available to common shareholders$107,045$60,960$49,036 Earnings per common share:Basic$2.30$1.31$1.06 Diluted$2.29$1.31$1.05 W

99、eighted average common shares outstanding:Basic46,564 46,452 46,353 Diluted46,770 46,671 46,559 See accompanying Notes to Consolidated Financial Statements.CONSOLIDATED BALANCE SHEETS(In thousands,except share data)April 29,2017April 30,2016ASSETSCurrent assets:Cash and equivalents$136,372$105,577 T

100、rade receivables-net71,319 61,046 Inventories53,355 47,922 Deferred income taxes-net3,906 4,454 Prepaid and other assets7,275 4,672 Total current assets272,227 223,671 Property,plant and equipment-net 65,150 61,932 Goodwill13,145 13,145 Intangible assets1,615 1,615 Other assets5,752 5,135 Total asse

101、ts$357,889$305,498 LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable$58,100$49,391 Accrued liabilities29,017 26,195 Income taxes payable89 28 Total current liabilities87,206 75,614 Deferred income taxes-net15,993 14,474 Other liabilities9,072 9,258 Shareholders equity:Preferred

102、 stock,$1 par value-1,000,000 shares authorized Series C-150,000 shares issued150 150 Common stock,$.01 par value-75,000,000 shares authorized;50,616,134 shares(2017)and 50,588,734 shares(2016)issued506 506 Additional paid-in capital35,638 34,570 Retained earnings227,928 190,733 Accumulated other co

103、mprehensive loss(604)(1,807)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 equity245,618 206,152 Total liabilities and shareholders equity$357,889$305,498 See accompanying Notes to Consolidated Financial Sta

104、tements.1617NATIONAL BEVERAGE CORP.NATIONAL BEVERAGE CORP.CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITYFiscal Year EndedApril 29,2017April 30,2016May 2,2015(In thousands)SharesAmountSharesAmountSharesAmountSERIES C PREFERRED STOCKBeginning and end of year150$150 150$150150$150SERIES D PREFERRED STO

105、CKBeginning of year120 120 240 240 Series D preferred redeemed(120)(120)(120)(120)End of year 120 120 COMMON STOCKBeginning of year50,589 506 50,418 504 50,368 504 Stock options exercised 27 171 2 50 End of year50,616 506 50,589 506 50,418 504 ADDITIONAL PAID-IN CAPITALBeginning of year34,570 37,759

106、 42,775 Series D preferred redeemed(5,791)(5,791)Stock options exercised 365 846 228 Stock-based compensation 208 228 307 Stock-based tax benefits 495 1,528 240 End of year35,638 34,570 37,759 RETAINED EARNINGSBeginning of year190,733 129,773 80,737 Net income 107,045 61,198 49,311 Common stock cash

107、 dividend(69,850)Preferred stock dividends&accretion(238)(275)End of year227,928 190,733 129,773 ACCUMULATED OTHER COMPREHENSIVE LOSSBeginning of year(1,807)(2,524)(205)Cash flow hedges1,110 783(2,350)Other 93 (66)31 End of year(604)(1,807)(2,524)TREASURY STOCK-SERIES C PREFERREDBeginning and end of

108、 year150(5,100)150(5,100)150(5,100)TREASURY STOCK-COMMONBeginning and end of year4,033(12,900)4,033(12,900)4,033(12,900)TOTAL SHAREHOLDERS EQUITY$245,618$206,152$147,782 See accompanying Notes to Consolidated Financial Statements.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMEFiscal Year Ended(In th

109、ousands)April 29,2017April 30,2016May 2,2015Net income$107,045$61,198$49,311 Other comprehensive income(loss),net of tax:Cash flow hedges1,110 783(2,350)Other93(66)31 Total1,203 717(2,319)Comprehensive income$108,248$61,915$46,992 See accompanying Notes to Consolidated Financial Statements.1819NATIO

110、NAL BEVERAGE CORP.NATIONAL BEVERAGE CORP.NATIONAL BEVERAGE CORP.AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTSNational Beverage Corp.develops,produces,markets and sells a diverse portfolio of flavored beverage products primarily in North America.Incorporated in Delaware in 1985,National

111、 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 POLICIESBasis of Presentation The consolidated financial statements have b

112、een prepared in accordance with United States generally accepted accounting principles(“GAAP”)and rules and regulations of the Securities and Exchange Commission.The consolidated financial statements include the accounts of National Beverage Corp.and all subsidiaries.All significant intercompany tra

113、nsactions and accounts have been eliminated.Our fiscal year ends the Saturday closest to April 30 and,as a result,an additional week is added every five or six years.Fiscal 2017,Fiscal 2016 and Fiscal 2015 consisted of 52 weeks.Cash and Equivalents Cash and equivalents are comprised of cash and high

114、ly liquid securities(consisting primarily of short-term money-market investments)with an original maturity of three months or less.Derivative Financial Instruments We use derivative financial instruments to partially mitigate our exposure to changes in raw material costs.All derivative financial ins

115、truments are recorded at fair value in our Consolidated Balance Sheets.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 settlem

116、ents.See Note 6.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 t

117、he dilutive effect of stock options amounting to 206,000 shares in Fiscal 2017,219,000 shares in Fiscal 2016 and 206,000 shares in Fiscal 2015.Fair Value The fair value of long-term debt approximates its carrying value due to its variable interest rate and lack of prepayment penalty.The estimated fa

118、ir values of derivative financial instruments are calculated based on market rates to settle the instruments.These values represent the estimated amounts we would receive upon sale,taking into consideration current market prices and credit worthiness.See Note 6.Impairment of Long-Lived Assets All lo

119、ng-lived assets,excluding goodwill and intangible assets not subject to amortization,are evaluated for impairment on the basis of undiscounted cash flows whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.An impaired asset is written down

120、 to its estimated fair market value based on the best information available.Estimated fair value is generally measured by Fiscal Year Ended(In thousands)April 29,2017April 30,2016May 2,2015OPERATING ACTIVITIESNet income$107,045$61,198$49,311 Adjustments to reconcile net income to net cash provided b

121、y(used in)operating activities:Depreciation and amortization12,834 12,056 11,580 Deferred income tax provision(benefit)1,358(1,299)1,076 Loss(gain)on disposal of property,net72 129(1,188)Stock-based compensation208 228 307 Changes in assets and liabilities:Trade receivables(10,273)(1,095)(1,746)Inve

122、ntories(5,433)(4,998)990 Prepaid and other assets(2,205)(485)(605)Accounts payable8,709 4,495(710)Accrued and other liabilities1,457 8,726(995)Net cash provided by operating activities113,772 78,955 58,020 INVESTING ACTIVITIESAdditions to property,plant and equipment(14,015)(12,140)(11,630)Proceeds

123、from sale of property,plant and equipment28 116 1,905 Net cash used in investing activities(13,987)(12,024)(9,725)FINANCING ACTIVITIESDividends paid on common stock(69,850)Dividends paid on preferred stock(186)(239)Repayments under credit facilities,net(10,000)(20,000)Redemption of preferred stock(6

124、,000)(6,000)Proceeds from stock options exercised 365 848 228 Stock-based tax benefits495 1,528 240 Net cash used in financing activities(68,990)(13,810)(25,771)NET INCREASE IN CASH AND EQUIVALENTS30,795 53,121 22,524 CASH AND EQUIVALENTS-BEGINNING OF YEAR105,577 52,456 29,932 CASH AND EQUIVALENTS-E

125、ND OF YEAR$136,372$105,577$52,456 OTHER CASH FLOW INFORMATIONInterest paid$202$116$380 Income taxes paid$55,901$29,473$24,745 See accompanying Notes to Consolidated Financial Statements.CONSOLIDATED STATEMENTS OF CASH FLOWS2021NATIONAL BEVERAGE CORP.NATIONAL BEVERAGE CORP.2016-02”).ASU 2016-02 requi

126、res the lease rights and obligations arising from lease contracts,including existing and new arrangements,to be recognized as assets and liabilities on the balance sheet.ASU 2016-02 is effective for our fi scal year beginning April 28,2019.We are currently evaluating the potential impact of adopting

127、 this guidance on our consolidated fi nancial statements.In November 2015,the FASB issued Accounting Standards Update No.2015-17,“Balance Sheet Classifi cation of Deferred Taxes”(“ASU 2015-17”).ASU 2015-17 requires companies to classify all deferred tax liabilities and assets as noncurrent on the ba

128、lance sheet.ASU 2015-17 is effective for our fi scal year beginning April 30,2017.When implemented,current deferred tax asset will be reclassifi ed to noncurrent in the consolidated balance sheet.In May 2014,the FASB issued Accounting Standards Update No.2014-09,“Revenue from Contracts with Customer

129、s”(“ASU 2014-09”).ASU 2014-09 requires an entity to recognize revenue in an amount that refl ects the consideration it expects to receive in exchange for goods or services.On August 12,2015,the FASB issued ASU 2015-14 which deferred the effective date of ASU 2014-09 by one year and is effective for

130、our fi scal year beginning April 29,2018.We are currently evaluating the potential impact of adopting this guidance on our consolidated fi nancial statements;however,adoption is not expected to have a material impact on our fi nancial position,results of operations or cash fl ows.Property,Plant and

131、Equipment Property,plant and equipment are recorded at cost.Additions,replacements and betterments are capitalized,while maintenance and repairs that do not extend the useful life of an asset are expensed as incurred.Depreciation is recorded using the straight-line method over estimated useful lives

132、 of 7 to 30 years for buildings and improvements and 3 to 15 years for machinery and equipment.Leasehold improvements are amortized using the straight-line method over the shorter of the remaining lease term or the estimated useful life of the improvement.When assets are retired or otherwise dispose

133、d,the cost and accumulated depreciation are removed from the respective accounts and any related gain or loss is recognized.Revenue Recognition Revenue from product sales is recognized when title and risk of loss pass to the customer,which generally occurs upon delivery.Our policy is not to allow th

134、e return of products once they have been accepted by the customer.However,on occasion,we have accepted returns or issued credit to customers,primarily for damaged goods.The amounts have been immaterial and,accordingly,we do not provide a specifi c valuation allowance for sales returns.Sales Incentiv

135、es We offer various sales incentive arrangements to our customers that require customer performance or achievement of certain sales volume targets.When the incentive is paid in advance,we amortize the amount paid over the period of benefi t or contractual sales volume;otherwise,we accrue the expecte

136、d amount to be paid over the period of benefi t or expected sales volume.The recognition of these incentives involves the use of judgment related to performance and sales volume estimates that are made based on historical experience and discounting future cash fl ows.Goodwill and intangible assets n

137、ot subject to amortization are evaluated for impairment annually or sooner if we believe such assets may be impaired.An impairment loss is recognized if the carrying amount or,for goodwill,the carrying amount of its reporting unit,is greater than its fair value.Income Taxes Our effective income tax

138、rate is based on estimates of taxes which will ultimately be payable.Deferred taxes are recorded to give recognition to temporary differences between the tax bases of assets or liabilities and their reported amounts in the fi nancial statements.Valuation allowances are established to reduce the carr

139、ying amounts of deferred tax assets when it is deemed,more likely than not,that the benefi t of deferred tax assets will not be realized.Insurance Programs We maintain self-insured and deductible programs for certain liability,medical and workers compensation exposures.Accordingly,we accrue for know

140、n claims and estimated incurred but not reported claims not otherwise covered by insurance based on actuarial assumptions and historical claims experience.At April 29,2017 and April 30,2016,other liabilities included accruals of$6.9 million and$5.8 million,respectively,for estimated non-current risk

141、 retention exposures,of which$5.4 million and$4.8 million were covered by insurance.Intangible Assets Intangible assets as of April 29,2017 and April 30,2016 consisted of non-amortizable trademarks.Inventories Inventories are stated at the lower of fi rst-in,fi rst-out cost or market.Inventories at

142、April 29,2017 were comprised of fi nished goods of$35.0 million and raw materials of$18.4 million.Inventories at April 30,2016 were comprised of fi nished goods of$29.1 million and raw materials of$18.8 million.Marketing Costs We are involved in a variety of marketing programs,including cooperative

143、advertising programs with customers,to advertise and promote our products to consumers.Marketing costs are expensed when incurred,except for prepaid advertising and production costs which are expensed when the advertising takes place.Marketing costs,which are included in selling,general and administ

144、rative expenses,totaled$44.9 million in Fiscal 2017,$38.8 million in Fiscal 2016 and$42.4 million in Fiscal 2015.New Accounting Pronouncements In March 2016,the Financial Accounting Standards Board(“FASB”)issued Accounting Standards Update 2016-09,“Compensation-Stock Compensation:Improvements to Emp

145、loyee Share-Based Payment Accounting”(“ASU 2016-09”).This amendment addresses several aspects of the accounting for share-based payment transactions,including the income tax consequences,classifi cation of awards as either equity or liabilities and classifi cation on the statement of cash fl ows.ASU

146、 2016-09 is effective for our fi scal year beginning April 30,2017.Adoption is not expected to have a material impact on our fi nancial position,results of operations or cash fl ows.In February 2016,the FASB issued Accounting Standards Update No.2016-02,“Leases”(“ASU NATIONAL BEVERAGE CORP.AND SUBSI

147、DIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)2223NATIONAL BEVERAGE CORP.NATIONAL BEVERAGE CORP.2.PROPERTY,PLANT AND EQUIPMENTProperty,plant and equipment as of April 29,2017 and April 30,2016 consisted of the following:(In thousands)20172016Land$9,500$9,500Buildings and improvements

148、51,157 50,856Machinery and equipment 172,257 162,195Total 232,914 222,551Less accumulated depreciation(167,764)(160,619)Property,plant and equipment net$65,150$61,932Depreciation expense was$10.7 million for Fiscal 2017,$10.1 million for Fiscal 2016 and$10.2 million for Fiscal 2015.3.ACCRUED LIABILI

149、TIESAccrued liabilities as of April 29,2017 and April 30,2016 consisted of the following:(In thousands)20172016Accrued compensation$9,967$9,217Accrued promotions8,4035,888Accrued insurance2,9382,786Other7,7098,304Total$29,017$26,1954.DEBTAt April 29,2017,a subsidiary of the Company maintained unsecu

150、red revolving credit facilities with banks aggregating$100 million(the“Credit Facilities”).The Credit Facilities expire from October 10,2017 to April 30,2021 and any borrowings would currently bear interest at.9%above one-month LIBOR.There were no borrowings outstanding under the Credit Facilities a

151、t April 29,2017 or April 30,2016.At April 29,2017,$2.2 million of the Credit Facilities was reserved for standby letters of credit and$97.8 million was available for borrowings.The Credit Facilities require the subsidiary to maintain certain fi nancial ratios,including debt to net worth and debt to

152、EBITDA(as defi ned in the Credit Facilities),and contain other restrictions,none of which are expected to have a material effect on our operations or fi nancial position.At April 29,2017,we were in compliance with all loan covenants.5.CAPITAL STOCK AND TRANSACTIONS WITH RELATED PARTIESThe Company pa

153、id a special cash dividend on common stock of$69.9 million($1.50 per share)on January 27,2017.On May 5,2017,the Company declared a special cash dividend of$1.50 per share to shareholders of record on June 5,2017.The cash dividend of$69.9 million will be paid on or before August 4,2017.On January 25,

154、2013,the Company sold 400,000 shares of Special Series D Preferred Stock,par value$1 per share(“Series D Preferred”)for an aggregate purchase price of$20 million.Series D Preferred had a liquidation preference of$50 per share and accrued dividends on this amount at an annual rate of 3%through April

155、30,2014 and,thereafter,at an annual rate equal to 370 basis points above the 3-Month LIBOR rate.Dividends were cumulative and payable quarterly.There were no accrued dividends NATIONAL BEVERAGE CORP.AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)other factors.Sales incentives

156、are accounted for as a reduction of sales and actual amounts ultimately realized may vary from accrued amounts.Segment Reporting We operate as a single operating segment for purposes of presenting fi nancial information and evaluating performance.As such,the accompanying consolidated fi nancial stat

157、ements present fi nancial information in a format that is consistent with the internal fi nancial information used by management.We do not accumulate revenues by product classifi cation and,therefore,it is impractical to present such information.Shipping and Handling Shipping and handling costs are

158、reported in selling,general and administrative expenses in the accompanying consolidated statements of income.Such costs aggregated$50.0 million in Fiscal 2017,$44.6 million in Fiscal 2016 and$44.4 million in Fiscal 2015.Although our classifi cation is consistent with many beverage companies,our gro

159、ss margin may not be comparable to companies that include shipping and handling costs in cost of sales.Stock-Based Compensation Compensation expense for stock-based compensation awards is recognized over the vesting period based on the grant-date fair value estimated using the Black-Scholes model.Se

160、e Note 8.Trade Receivables We record trade receivables at net realizable value,which includes an estimated allowance for doubtful accounts.We extend credit based on an evaluation of each customers fi nancial condition,generally without requiring collateral.Exposure to credit losses varies by custome

161、r principally due to the fi nancial condition of each customer.We monitor our exposure to credit losses and maintain allowances for anticipated losses based on specifi c customer circumstances,credit conditions and historical write-offs.Activity in the allowance for doubtful accounts was as follows:

162、(In thousands)Fiscal 2017Fiscal 2016Fiscal 2015Balance at beginning of year$484$330$399Net charge to expense74 232117Net charge-off (90)(78)(186)Balance at end of year$468$484$330As of April 29,2017 and April 30,2016,we did not have any customer that comprised more than 10%of trade receivables.No on

163、e customer accounted for more than 10%of net sales during any of the last three fi scal years.Use of Estimates The preparation of fi nancial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amou

164、nts reported in the fi nancial statements and accompanying notes.Although these estimates are based on managements knowledge of current events and anticipated future actions,actual results may vary from reported amounts.2425NATIONAL BEVERAGE CORP.NATIONAL BEVERAGE CORP.and profi ling acquisition can

165、didates,negotiating and structuring potential transactions and arranging fi nancing for any such transaction.CMA,through its personnel,also provides,to the extent possible,the stimulus and creativity to develop an innovative and dynamic persona for the Company,its products and corporate image.In ord

166、er to fulfi ll its obligations under the management agreement,CMA employs numerous individuals,whom,acting as a unit,provide management,administrative and creative functions for the Company.The management agreement provides that the Company will pay CMA an annual base fee equal to one percent of the

167、 consolidated net sales of the Company,and further provides that the Compensation and Stock Option Committee and the Board of Directors may from time to time award additional incentive compensation to CMA.The Board of Directors on numerous occasions contemplated incentive compensation and,while shar

168、eholder value has increased over$4.5 billion(or 10,000%)since the inception of this agreement,no incentive compensation has been paid.We incurred management fees to CMA of$8.3 million for Fiscal 2017,$7.0 million for Fiscal 2016 and$6.5 million for Fiscal 2015.Included in accounts payable were amoun

169、ts due CMA of$2.1 million at April 29,2017 and$1.8 million at April 30,2016.6.DERIVATIVE FINANCIAL INSTRUMENTSFrom time to time,we enter into aluminum swap contracts to partially mitigate our exposure to changes in the cost of aluminum cans.Such fi nancial instruments are designated and accounted fo

170、r as a cash fl ow hedge.Accordingly,gains or losses attributable to the effective portion of the cash fl ow hedge are reported in Accumulated Other Comprehensive Income(Loss)(“AOCI”)and reclassifi ed into cost of sales in the period in which the hedged transaction affects earnings.The ineffective po

171、rtion of the change in fair value of our cash fl ow hedge was immaterial.The following summarizes the gains(losses)recognized in the Consolidated Statements of Income and AOCI relative to the cash fl ow hedge for Fiscal 2017,Fiscal 2016 and Fiscal 2015:(In thousands)Fiscal 2017Fiscal 2016Fiscal 2015

172、Recognized in AOCI-Loss before income taxes$(984)$(5,743)$(3,488)Less income tax benefi t(365)(2,131)(1,294)Net(619)(3,612)(2,194)Reclassifi ed from AOCI to cost of sales-(Loss)gain before income taxes(2,749)(6,987)248 Less income tax (benefi t)provision(1,020)(2,592)92 Net(1,729)(4,395)156Net chang

173、e to AOCI$1,110$783$(2,350)As of April 29,2017,the notional amount of our outstanding aluminum swap contracts was$56.7 million and,assuming no change in the commodity prices,$246,000 of unrealized loss before tax will be reclassifi ed from AOCI and recognized in earnings over the next 12 months.See

174、Note 1.As of April 29,2017,the fair value of the derivative asset,derivative liability and derivative long-term liability was$602,000,$848,000 and$476,000,which was included in prepaid and other assets,accrued liabilities and other liabilities,respectively.As of April NATIONAL BEVERAGE CORP.AND SUBS

175、IDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)at April 29,2017 and at April 30,2016.The Series D Preferred was nonvoting and redeemable at the option of the Company beginning May 1,2014 at$50 per share.In addition,the Company has 150,000 shares of Series C Preferred Stock,par value$1

176、 per share,which are held as treasury stock and,therefore,such shares have no liquidation value.On May 2,2014,the Company redeemed 160,000 shares of Series D Preferred,representing 40%of the amount outstanding,for an aggregate price of$8 million plus accrued dividends.In connection therewith,the Com

177、pany accreted and charged to retained earnings$118,000 of original issuance costs,which was deducted from income available to common shareholders for earnings per share calculation.In conjunction with the partial redemption,the annual dividend rate on the outstanding Series D Preferred was reduced t

178、o 2.5%for the twelve month period beginning May 1,2014.In evaluating the impact of the rate change,the Company determined that the related fair value change was immaterial and that no adjustment was required.On August 1,2014,the Company redeemed 120,000 shares of Series D Preferred,representing 50%o

179、f 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.On Ma

180、y 1,2015,the Company and the holders of the Series D Preferred agreed to extend the 2.5%annual dividend rate on the outstanding Series D Preferred through April 30,2016.In evaluating the impact of the rate change,the Company determined that the related fair value change was immaterial and that no ad

181、justment was required.On April 29,2016,the Company redeemed the fi nal remaining 120,000 shares of Series D Preferred 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 d

182、educted from income available to common shareholders for earnings per share calculation.The Company is authorized under its stock buyback program to repurchase 1.6 million shares of Common Stock.As of April 29,2017,502,060 shares were purchased under the program and 1,097,940 shares were available f

183、or purchase.No shares of Common Stock have been repurchased during the last three fi scal years.The Company is a party to a management agreement with Corporate Management Advisors,Inc.(“CMA”),a corporation owned by our Chairman and Chief Executive Offi cer.This agreement was originated in 1991 for t

184、he effi cient use of management of two public companies at the time.In 1994,one of those public entities,through a merger,no longer was managed in this manner.Under the terms of the agreement,CMA provides,subject to the direction and supervision of the Board of Directors of the Company,(i)senior cor

185、porate functions(including supervision of the Companys fi nancial,legal,executive recruitment,internal audit and management information systems departments)as well as the services of a Chief Executive Offi cer and Chief Financial Offi cer,and(ii)services in connection with acquisitions,dispositions

186、and fi nancings by the Company,including identifying 2627NATIONAL BEVERAGE CORP.NATIONAL BEVERAGE CORP.(In thousands)Fiscal 2017Fiscal 2016Fiscal 2015Beginning balance$1,678$1,801$2,123Increases due to current period tax positions150145122Decreases due to lapse of statute of limitations and audit re

187、solutions(85)(268)(444)Ending balance$1,743$1,678$1,801We recognize accrued interest and penalties related to unrecognized tax benefi ts in income tax expense.As of April 29,2017,unrecognized tax benefi ts included accrued interest of$239,000,of which approximately$12,000 was recognized as a tax ben

188、efi t in Fiscal 2017.We fi le annual income tax returns in the United States and in various state and local jurisdictions.A number of years may elapse before an uncertain tax position,for which we have unrecognized tax benefi ts,is resolved.While it is often diffi cult to predict the fi nal outcome

189、or the timing of resolution of any particular uncertain tax position,we believe that our unrecognized tax benefi ts refl ect the most probable outcome.We adjust these unrecognized tax benefi ts,as well as the related interest,in light of changing facts and circumstances.The resolution of any particu

190、lar uncertain tax position could require the use of cash and an adjustment to our provision for income taxes in the period of resolution.Federal income tax returns for fi scal years subsequent to 2013 are subject to examination.Generally,the income tax returns for the various state jurisdictions are

191、 subject to examination for fi scal years ending after fi scal 2010.8.STOCK-BASED COMPENSATIONOur stock-based compensation program is a broad-based program designed to attract and retain employees while also aligning employees interests with the interests of the shareholders.The 1991 Omnibus Incenti

192、ve Plan(the“Omnibus Plan”)provides for compensatory awards consisting of(i)stock options or stock awards for up to 4,800,000 shares of common stock,(ii)stock appreciation rights,dividend equivalents,other stock-based awards in amounts up to 4,800,000 shares of common stock and(iii)performance awards

193、 consisting of any combination of the above.The Omnibus Plan is designed to provide an incentive to offi cers and certain other key employees and consultants by making available to them an opportunity to acquire a proprietary interest or to increase such interest in National Beverage.The number of s

194、hares or options which may be issued under stock-based awards to an individual is limited to 1,680,000 during any year.Awards may be granted for no cash consideration or such minimal cash consideration as may be required by law.Options generally have an exercise price equal to the fair market value

195、of our common stock on the date of grant,vest over a fi ve-year period and expire after ten years.The Special Stock Option Plan provides for the issuance of stock options to purchase up to an aggregate of 1,800,000 shares of common stock.Options may be granted for such consideration as determined by

196、 the Board of Directors.The vesting schedule and exercise price of these options are tied to the recipients ownership level of common stock NATIONAL BEVERAGE CORP.AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)30,2016,the fair value of the derivative liability was$2.5 million,

197、which was included in accrued liabilities.Such valuation does not entail a signifi cant amount of judgment and the inputs that are signifi cant to the fair value measurement are Level 2 as defi ned by the fair value hierarchy as they are observable market based inputs or unobservable inputs that are

198、 corroborated by market data.7.INCOME TAXESThe provision(benefi t)for income taxes consisted of the following:(In thousands)Fiscal 2017Fiscal 2016Fiscal 2015Current$54,422$32,806$24,326Deferred 1,358 (1,299)1,076Total$55,780$31,507$25,402Deferred taxes are recorded to give recognition to temporary d

199、ifferences between the tax bases of assets or liabilities and their reported amounts in the fi nancial statements.Valuation allowances are established to reduce the carrying amounts of deferred tax assets when it is deemed more likely than not that the benefi t of deferred tax assets will not be rea

200、lized.Deferred tax assets and liabilities as of April 29,2017 and April 30,2016 consisted of the following:(In thousands)20172016Deferred tax assets:Accrued expenses and other$4,740$5,655 Inventory and amortizable assets538 538 Total deferred tax assets5,278 6,193 Deferred tax liabilities:Property 1

201、5,157 14,049 Intangibles and other2,2082,164 Total deferred tax liabilities17,36516,213Net deferred tax liabilities$12,087$10,020Current deferred tax assetsnet$3,906$4,454Noncurrent deferred tax liabilitiesnet$15,993$14,474The reconciliation of the statutory federal income tax rate to our effective

202、tax rate is as follows:(In thousands)Fiscal 2017Fiscal 2016Fiscal 2015Statutory federal income tax rate35.0%35.0%35.0%State income taxes,net of federal benefi t 2.22.22.3Domestic manufacturing deduction benefi t (3.0)(3.0)(3.0)Other differences.1 (.2)(.3)Effective income tax rate34.3%34.0%34.0%As of

203、 April 29,2017,the gross amount of unrecognized tax benefi ts was$1.7 million and$66,000 was recognized as a tax benefi t in Fiscal 2017.If we were to prevail on all uncertain tax positions,the net effect would be to reduce our tax expense by approximately$1.2 million.A reconciliation of the changes

204、 in the gross amount of unrecognized tax benefi ts,which amounts are included in other liabilities in the accompanying consolidated balance sheets,is as follows:2829NATIONAL BEVERAGE CORP.NATIONAL BEVERAGE CORP.value for stock options granted was$20.09 for Fiscal 2016 and$8.30 for Fiscal 2015.As of

205、April 29,2017,unrecognized compensation expense related to the unvested portion of our stock options was$425,000,which is expected to be recognized over a weighted average period of 3.9 years.The weighted average remaining contractual term and the aggregate intrinsic value for options outstanding as

206、 of April 29,2017 was 5.5 years and$29.6 million,respectively.The weighted average remaining contractual term and the aggregate intrinsic value for options exercisable as of April 29,2017 was 4.7 years and$17 million,respectively.We have a stock purchase plan which provides for the purchase of up to

207、 1,536,000 shares of common stock by employees who(i)have been employed for at least two years,(ii)are not part-time employees and(iii)are not owners of fi ve percent or more of our common stock.As of April 29,2017,no shares have been issued under the plan.9.PENSION PLANSThe Company contributes to c

208、ertain pension plans under collective bargaining agreements and to a discretionary profi t sharing plan.Annual contributions(including contributions to multi-employer plans refl ected below)were$3.1 million for Fiscal 2017,$2.9 million for Fiscal 2016 and$2.7 million for Fiscal 2015.The Company part

209、icipates in three multi-employer defi ned benefi t pension plans with respect to certain collective bargaining agreements.If the Company chooses to stop participating in the multi-employer plan or if other employers choose to withdraw to the extent that a mass withdrawal occurs,the Company could be

210、required to pay the plan a withdrawal liability based on the underfunded status of the plan.During Fiscal 2017,a subsidiary of the Company reached a settlement with respect to a notifi cation of withdrawal liability by one of the multi-employer pension plans not considered signifi cant.The settlemen

211、t did not have a material effect on its fi nancial position or results of operations.NATIONAL BEVERAGE CORP.AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)and the terms generally allow for the reduction in exercise price upon each vesting period.Also,the Board of Directors aut

212、horized the issuance of options to purchase up to 50,000 shares of common stock to be issued at the direction of the Chairman.The Key Employee Equity Partnership Program(“KEEP Program”)provides for the granting of stock options to purchase up to 240,000 shares of common stock to key employees,consul

213、tants,directors and offi cers.Participants who purchase shares of stock in the open market receive grants of stock options equal to 50%of the number of shares purchased,up to a maximum of 6,000 shares in any two-year period.Options under the KEEP Program are forfeited in the event of the sale of sha

214、res used to acquire such options.Options are granted at an initial exercise price of 60%of the purchase price paid for the shares acquired and the exercise price reduces to the stock par value at the end of the six-year vesting period.We account for stock options under the fair value method of accou

215、nting using a Black-Scholes valuation model to estimate the stock option fair value at date of grant.The fair value of stock options is amortized to expense over the vesting period.No stock options were granted in Fiscal 2017,3,500 shares were granted in Fiscal 2016 and 276,800 shares in Fiscal 2015

216、.The weighted average Black-Scholes fair value assumptions for stock options granted are as follows:weighted average expected life of 8.0 years for Fiscal 2016 and 7.4 years for Fiscal 2015;weighted average expected volatility of 29.0%for Fiscal 2016 and 32.8%for Fiscal 2015;weighted average risk fr

217、ee interest rates of 2.1%for Fiscal 2016 and 2.2%for Fiscal 2015;and expected dividend yield of 3.3%for Fiscal 2016 and 4.6%for Fiscal 2015.The expected life of stock options was estimated based on historical experience.The expected volatility was estimated based on historical stock prices for a per

218、iod consistent with the expected life of stock options.The risk free interest rate was based on the U.S.Treasury constant maturity interest rate whose term is consistent with the expected life of stock options.Forfeitures were estimated based on historical experience and ranged in values up to 16%fo

219、r Fiscal 2017 and Fiscal 2016.The following is a summary of stock option activity for Fiscal 2017:Number of SharesPrice(a)Options outstanding,beginning of year 418,895$12.44GrantedExercised(27,400)13.31Canceled (7,900)16.01Options outstanding,end of year383,595$11.47Options exercisable,end of year21

220、5,803$9.64(a)Weighted average exercise price.Stock-based compensation expense was$208,000 for Fiscal 2017,$228,000 for Fiscal 2016 and$307,000 for Fiscal 2015.The total fair value of shares vested was$362,000 for Fiscal 2017,$652,000 for Fiscal 2016 and$371,000 for Fiscal 2015.The total intrinsic va

221、lue for stock options exercised was$1,506,000 for Fiscal 2017,$5,161,000 for Fiscal 2016 and$917,000 for Fiscal 2015.Net cash proceeds from the exercise of stock options were$365,000 for Fiscal 2017,$848,000 for Fiscal 2016 and$228,000 for Fiscal 2015.Stock based income tax benefi ts aggregated$495,

222、000 for Fiscal 2017,$1,528,000 for Fiscal 2016 and$240,000 for Fiscal 2015.The weighted average fair 3031NATIONAL BEVERAGE CORP.NATIONAL BEVERAGE CORP.As of April 29,2017,we guaranteed the residual value of certain leased equipment in the amount of$2.5 million.If the proceeds from the sale of such e

223、quipment are less than the balance required by the lease when the lease terminates on August 1,2017,the Company shall be required to pay the difference up to such guaranteed amount.The Company does not expect to incur a loss on such guarantee.We enter into various agreements with suppliers for the p

224、urchase of raw materials,the terms of which may include variable or fi xed pricing and minimum(In thousands,except per share amounts)FirstQuarterSecond QuarterThird QuarterFourth Quarter FISCAL 2017Net sales$217,108$203,180$194,564$212,066Gross profi t 85,494 78,717 75,920 85,946Net income 28,995 24

225、,604 24,285 29,161Earnings per common share basic$.62$.53$.52$.63Earnings per common share diluted$.62$.53$.52$.62FISCAL 2016 Net sales$185,386$178,678$161,687$179,034Gross profi t 62,899 60,621 52,552 65,365Net income 17,113 15,312 11,236 17,537Earnings per common share basic$.37$.33$.24$.37Earning

226、s per common share diluted$.37$.33$.24$.3711.QUARTERLY FINANCIAL DATA(UNAUDITED)purchase quantities.As of April 29,2017,we had purchase commitments for raw materials of$12.7 million through 2021.As of April 29,2017,we had purchase commitments for plant and equipment of$2.6 million for Fiscal 2018.Fr

227、om time to time,we are a party to various litigation matters and claims arising in the ordinary course of business.We do not expect the ultimate disposition of such matters to have a material adverse effect on our consolidated fi nancial position or results of operations.12.SUBSEQUENT EVENTOn May 5,

228、2017,the Company declared a special cash dividend of$1.50 per share to shareholders of record on June 5,2017.The cash dividend of$69.9 million will be paid on or before August 4,2017.NATIONAL BEVERAGE CORP.AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)Summarized below is cert

229、ain information regarding the Companys participation in signifi cant multi-employer pension plans including the fi nancial improvement plan or rehabilitation plan status(“FIP/RP Status”)and the zone status under the Pension Protection Act(“PPA”).The most recent PPA zone status available in Fiscal 20

230、17 and Fiscal 2016 is for the plans years ending December 31,2015 and 2014,respectively.For the plan years ended December 31,2015 and December 31,2014,the Company was not listed in the Form 5500 Annual Returns as providing more than 5%of the total contributions for the above plans.The collective bar

231、gaining agreements for employees in the CSSS Fund and the WCT Fund expire on October 18,2021 and May 14,2021,respectively.The Companys contributions for all multi-employer pension plans for the last three fi scal years are as follow:(In thousands)Pension FundFiscal 2017Fiscal 2016Fiscal 2015CSSS Fun

232、d$1,262$1,172$1,103WCT Fund 477485637Other multi-employer pension funds 201 448306Total$1,940$2,105$2,04610.COMMITMENTS AND CONTINGENCIESWe lease buildings,machinery and equipment under various non-cancelable operating lease agreements expiring at various dates through 2026.Certain of these leases c

233、ontain scheduled rent increases and/or renewal options.Contractual rent increases are taken into account when calculating the minimum lease payment and recognized on a straight-line basis over the lease term.Rent expense under operating lease agreements totaled$12.0 million for Fiscal 2017,$9.2 mill

234、ion for Fiscal 2016 and$8.2 million for Fiscal 2015.Our minimum lease payments under non-cancelable operating leases as of April 29,2017 were as follows:(In thousands)Fiscal 2018$8,216Fiscal 2019 7,546Fiscal 2020 6,168Fiscal 2021 3,520Fiscal 2022 1,904Thereafter 2,922Total minimum lease payments$30,

235、276PPA Zone Status Pension FundFiscal 2017Fiscal 2016FIP/RP StatusSurchargeImposedCentral States,Southeast and Southwest Areas Pension Plan(EIN no.36-6044243)(the“CSSS Fund”)RedRedImplemented YesWestern Conference of Teamsters Pension Trust Fund(EIN no.91-6145047)(the“WCT Fund”)GreenGreen NotApplica

236、bleNo3233NATIONAL BEVERAGE CORP.NATIONAL BEVERAGE CORP.MARKET FOR REGISTRANTS COMMON EQUITY,RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESThe common stock of National Beverage Corp.,par value$.01 per share,(“Common Stock”)is listed on The NASDAQ Global Select Market under the

237、symbol“FIZZ”.The following table shows the range of high and low prices per share of the Common Stock for the fiscal quarters indicated:Fiscal Year EndedApril 29,2017April 30,2016HighLowHighLowFirst Quarter$64.73$46.50$24.94$19.98 Second Quarter 58.30 39.14 38.91 23.05 Third Quarter 54.65 44.21 48.0

238、1 35.50 Fourth Quarter 92.85 48.81 47.00 32.35 At June 26,2017 there were approximately 19,000 holders of our Common Stock,the majority of which hold their shares in the names of various dealers and/or clearing agencies.The Company paid special cash dividends on Common Stock of$69.9 million($1.50 pe

239、r share)on January 27,2017.On May 5,2017,the Company declared a special cash dividend of$1.50 per share to holders of record as of June 5,2017 to be paid on or before August 4,2017.The Company is authorized under its stock buyback program to repurchase 1.6 million shares of Common Stock.As of April

240、29,2017,502,060 shares were purchased under the program and 1,097,940 shares were available for purchase.No shares of Common Stock have been repurchased during the last three fiscal years.On January 25,2013,the Company sold 400,000 shares of Special Series D Preferred Stock,par value$1 per share(“Se

241、ries D Preferred”)for an aggregate purchase price of$20 million.Series D Preferred had a liquidation preference of$50 per share and dividends were accrued on this amount at an annual rate of 3%through April 30,2014 and,pursuant to subsequent amendments,2.5%thereafter.Dividends were cumulative and pa

242、yable quarterly.The net proceeds of$19.7 million were used to repay borrowings under the Credit Facilities.On May 2,2014,the Company redeemed 160,000 shares of Series D Preferred for an aggregate price of$8 million plus accrued dividends.On August 1,2014,the Company redeemed an additional 120,000 sh

243、ares of Series D Preferred for an aggregate price of$6 million plus accrued dividends.The final redemption of the remaining 120,000 shares of Series D Preferred was made on April 29,2016 for an aggregate price of$6 million plus accrued dividends.We have audited the accompanying consolidated balance

244、sheets of National Beverage Corp.as of April 29,2017 and April 30,2016 and the related consolidated statements of income,comprehensive income,shareholders equity and cash flows for each of the years in the three-year period ended April 29,2017.We also have audited National Beverage Corp.s internal c

245、ontrol over financial reporting as of April 29,2017,based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission(COSO)in 2013.National Beverage Corp.s management is responsible for these financial statements,for

246、 maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Managements Report on Internal Control over Financial Reporting.Our responsibility is to express an opinion on these

247、financial statements and an opinion on the Companys internal control over financial reporting based on our audits.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board(United States).Those standards require that we plan and perform the audits to ob

248、tain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects.Our audits of the financial statements included examining,on a test basis,evidence supporting the

249、 amounts and disclosures in the financial statements,assessing the accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation.Our audit of internal control over financial reporting included obtaining an understanding of interna

250、l control over financial reporting,assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.Our audits also included performing such other procedures as we considered necessary in the circumsta

251、nces.We believe that our audits provide a reasonable basis for our opinions.A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in

252、 accordance with generally accepted accounting principles.A companys internal control over financial reporting includes those policies and procedures that(1)pertain to the maintenance of records that,in reasonable detail,accurately and fairly reflect the transactions and dispositions of the assets o

253、f the company;(2)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations

254、of management and directors of the company;and(3)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,use,or disposition of the companys assets that could have a material effect on the financial statements.Because of its inherent limitations,internal cont

255、rol over financial reporting may not prevent or detect misstatements.Also,projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,or that the degree of compliance with the policies or procedures may

256、 deteriorate.In our opinion,the consolidated financial statements referred to above present fairly,in all material respects,the financial position of National Beverage Corp.as of April 29,2017 and April 30,2016 and the results of their operations and their cash flows for each of the years in the thr

257、ee-year period ended April 29,2017,in conformity with accounting principles generally accepted in the United States of America.Also in our opinion,National Beverage Corp.maintained,in all material respects,effective internal control over financial reporting as of April 29,2017,based on criteria esta

258、blished in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission(COSO)in 2013./s/RSM US LLPFt.Lauderdale,FloridaJuly 13,2017To the Board of Directors and Shareholders of National Beverage Corp.REPORT OF INDEPENDENT REGISTERED PUBLICACCOUN

259、TING FIRM34NATIONAL BEVERAGE CORP.Fulfillment.PERFORMANCE GRAPHThe following graph shows a comparison of the fi ve-year cumulative returns of an investment of$100 cash on April 28,2012,assuming reinvestment of dividends,in(i)Common Stock,(ii)the NASDAQ Composite Index and(iii)a Company-constructed p

260、eer group consisting of Coca-Cola Bottling Company Consolidated and Cott Corporation.Based on the cumulative total return below,an investment in our Common Stock on April 28,2012 provided a compounded annual return of approximately 49%as of April 29,2017.4/28/20124/27/20135/3/20145/2/20154/30/20164/

261、29/2017National Beverage Corp.$100.00$116.25$153.27$178.88$372.92$727.64NASDAQ Composite100.00108.32137.99169.47163.64209.76Peer Group100.00134.80131.60163.15239.99280.27$8 80 00 0$7 75 50 0$7 70 00 0$6 65 50 0$6 60 00 0$5 55 50 0$5 50 00 0$4 45 50 0$4 40 00 0$3 35 50 0$3 30 00 0$2 25 50 0$2 20 00 0

262、$1 15 50 0$1 10 00 0$5 50 0$0 04/28/20124/27/20135/3/20145/2/20154/30/20164/29/2017National Beverage Corp.NASDAQ Composite-Total ReturnsPeer GroupCOMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN among National Beverage Corp.,the NASDAQ Composite Index,and a Peer Group*Source:2016 Beverage Marketing Corp

263、.*Source:Nielsen Spectra June 2017$13$15 BILLION CATEGORY BY 2021PROJECTED CATEGORY GROWTH RATE*NATURAL SPARKLING WATERLACROIX GROWTH RATE4.5X FASTER*+72.7%LACROIXGROWTHRATE+16.2%CATEGORYTOTALGROWTHRATE2015 -2016TOTAL SPARKLING WATER CATEGORYGROWTH RATE:+16.2%LACROIX BRAND POWERCATEGORY GROWTH RATE

264、VS.LACROIX GROWTH RATEDIRECTORSNick A.CaporellaChairman of the Board&Chief Executive OfficerNational Beverage Corp.Joseph G.CaporellaPresidentNational Beverage Corp.Cecil D.Conlee*Founding PartnerCGR AdvisorsSamuel C.Hathorn,Jr.*Retired Chief Executive OfficerTrendmaker Development Co.Stanley M.Sher

265、idan*Retired PresidentFaygo Beverages,Inc.*Member Audit CommitteeCORPORATE MANAGEMENTNick A.CaporellaChairman of the Board&Chief Executive OfficerJoseph G.CaporellaPresidentGeorge R.BrackenExecutive Vice President-FinanceGregory P.CookVice President-Controller&Chief Accounting OfficerTimothy C.Barke

266、rExecutive Director-Strategic ITBrent R.BottExecutive Director-Consumer MarketingGregory J.KwederisExecutive Director-Beverage AnalystKenneth A.FinneranSenior Director-Human ResourcesDominic H.AngelinaDirector-Internal AuditRichard S.BerkesDirector-Risk ManagementGlenn G.BryanDirector-TaxMichael M.K

267、ingSpecial Corporate CounselSUBSIDIARY MANAGEMENTAlan A.ChittaroPresidentFaygo Beverages,Inc.Michael J.BahrExecutive Vice PresidentShasta WestJames C.T.BoltonExecutive Vice PresidentPACO,Inc.Alan D.DomzalskiExecutive Vice PresidentSundance Beverage CompanyJames H.Erwin IIIExecutive Vice President-Sa

268、lesShasta Beverages,Inc.Stephen E.FlisExecutive Vice PresidentShasta Sweetener,Inc.Arthur D.HanrehanExecutive Vice President National BevPakJames M.Jones Executive Vice PresidentShasta FoodserviceTammera K.AtkinsVice PresidentRip It Energy FuelJohn F.HlebicaVice PresidentShasta Beverages Intl.Worth

269、B.Shuman IIIVice PresidentMilitary SalesSUBSIDIARIESBevCo Sales,Inc.Beverage Corporation Intl.,Inc.Big Shot Beverages,Inc.Everfresh Beverages,Inc.Faygo Beverages,Inc.LaCroix Sparkling Water,Inc.National Beverage Vending Co.National Retail Brands,Inc.NewBevCo,Inc.NutraFizz Products Corp.PACO,Inc.Shas

270、ta Beverages,Inc.Shasta Beverages Intl.,Inc.Shasta Sales,Inc.Shasta Sweetener Corp.Shasta West,Inc.Sundance Beverage CompanyCORPORATE OFFICES8100 Southwest Tenth StreetFort Lauderdale,FL 33324954-581-0922ANNUAL MEETINGThe Annual Meeting of Shareholders will be held on Friday,October 6,2017 at 2:00 p

271、.m.local time at theHyatt Regency Orlando International Airport Hotel,9300 Jeff Fuqua Boulevard,Orlando,FL 32827.FINANCIAL AND OTHERINFORMATIONA copy of National Beverage Corp.s Annual Report,Annual Report on Form 10-K,and other financial information can be found on the companys website()or may be o

272、btained without charge by writing or calling:National Beverage Corp.Shareholder Relations 8100 Southwest Tenth Street Fort Lauderdale,FL 33324 Telephone:877-NBC-FIZZ(877-622-3499)STOCK EXCHANGE LISTING Common Stock is listed on The NASDAQ Global Select Market symbol FIZZ.TRANSFER AGENT AND REGISTRAR

273、Computershare 462 South 4th StreetSuite 1600 Louisville,KY 40202888-313- REGISTEREDPUBLIC ACCOUNTING FIRMRSM US LLPFort Lauderdale,FLCORPORATE DATA954.581.09228100 Southwest Tenth Street,Fort Lauderdale,Florida 33324The common and humble Dandelion has a surprising amount of different meanings.Healing from emotional pain and physical injury alike.Intelligence,especially in an emotional and spiritual sense.The warmth and power of the rising sun.Surviving through all challenges and diffi culties.Long-lasting happiness and youthful joy.Getting your wish fulfi lled!dandelion!Hel o.