NATIONAL BEVERAGE CORP 10-Q

fizz20211030_10q.htm   FORM 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 30, 2021 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934   Commission file number 1-14170   NATIONAL BEVERAGE CORP. (Exact name of registrant as specified in its charter)   Delaware 59-2605822 (State of incorporation) (I.R.S. Employer Identification No.)   8100 SW Tenth Street, Suite 4000 , Fort Lauderdale , FL 33324 (Address of principal executive offices including zip code)   ( 954 ) 581-0922 (Registrant’s telephone number including area code) Securities registered pursuant to Section 12(b) of the Act:   Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $.01 per share FIZZ The NASDAQ Global Select Market   Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐   Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).    Yes ☑ No ☐   Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐   Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑   The number of shares of registrant’s common stock outstanding as of December 6, 2021 was 93,322,246 .             NATIONAL BEVERAGE CORP. QUARTERLY REPORT ON FORM 10-Q INDEX       PART I - FINANCIAL INFORMATION   Item 1. Financial Statements (Unaudited) Page     Condensed Consolidated Balance Sheets as of October 30, 2021 and May 1, 2021 3     Condensed Consolidated Statements of Income for the Three and Six Months Ended October 30, 2021 and October 31, 2020 4     Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months End October 30, 2021 and October 31, 2020 5     Condensed Consolidated Statements of Shareholders’ Equity for the Three and Six Months Ended October 30, 2021 and October 31, 2020 6     Condensed Consolidated Statements of Cash Flows for the Six Months Ended October 30, 2021 7     Notes to Condensed Consolidated Financial Statements 8     Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 11     Item 3. Quantitative and Qualitative Disclosures About Market Risk 14     Item 4. Controls and Procedures 14     PART II - OTHER INFORMATION     Item 1A. Risk Factors 16     Item 6. Exhibits 16     Signature 17                                                                 2       PART I - FINANCIAL INFORMATION   ITEM 1.     FINANCIAL STATEMENTS NATIONAL BEVERAGE CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (In thousands, except share data)       October 30,     May 1,       2021     2021   Assets                 Current assets:                 Cash and equivalents   $ 273,037     $ 193,589   Trade receivables - net     88,241       86,442   Inventories     78,789       71,480   Prepaid and other assets     10,417       13,431   Total current assets     450,484       364,942   Property, plant and equipment - net     129,852       131,027   Right-of-use assets     35,529       41,676   Goodwill     13,145       13,145   Intangible assets     1,615       1,615   Other assets     4,803       4,832   Total assets   $ 635,428     $ 557,237                     Liabilities and Shareholders' Equity                 Current liabilities:                 Accounts payable   $ 90,347     $ 88,754   Accrued liabilities     35,966       43,551   Operating lease liabilities     13,149       14,800   Income taxes payable     296       89   Total current liabilities     139,758       147,194   Deferred income taxes - net     16,078       17,294   Non-current operating lease liabilities     24,526       28,837   Other liabilities     8,220       7,915   Total liabilities     188,582       201,240   Shareholders' equity:                 Preferred stock, $ 1 par value - 1,000,000 shares authorized: Series C - 150,000 shares issued     150       150   Common stock, $ .01 par value - 200,000,000 shares authorized; 101,696,358 shares issued ( 101,675,858 shares at May 1)     1,017       1,016   Additional paid-in capital     38,836       38,375   Retained earnings     430,772       337,672   Accumulated other comprehensive income     304       3,017   Treasury stock - at cost:                 Series C preferred stock - 150,000 shares     ( 5,100 )     ( 5,100 ) Common stock - 8,374,112 shares     ( 19,133 )     ( 19,133 ) Total shareholders' equity     446,846       355,997   Total liabilities and shareholders' equity   $ 635,428     $ 557,237     See accompanying Notes to Condensed Consolidated Financial Statements.   3       NATIONAL BEVERAGE CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (In thousands, except per share amounts)       Three Months Ended     Six Months Ended       October 30,     October 31,     October 30,     October 31,       2021     2020     2021     2020                                     Net sales   $ 283,158     $ 271,809     $ 594,870     $ 565,176                                     Cost of sales     181,673       163,760       368,614       339,909                                     Gross profit     101,485       108,049       226,256       225,267                                     Selling, general and administrative expenses     49,924       46,459       104,367       97,006                                     Operating income     51,561       61,590       121,889       128,261                                     Other (expense) income - net     ( 7 )     63       ( 22 )     339                                     Income before income taxes     51,554       61,653       121,867       128,600                                     Provision for income taxes     12,270       14,489       28,767       30,272                                     Net income   $ 39,284     $ 47,164     $ 93,100     $ 98,328                                     Earnings per common share:                                 Basic   $ .42     $ .51     $ 1.00     $ 1.05   Diluted   $ .42     $ .50     $ .99     $ 1.05                                     Weighted average common shares outstanding:                                 Basic     93,321       93,276       93,310       93,262   Diluted     93,640       93,754       93,607       93,632                                                                       See accompanying Notes to Condensed Consolidated Financial Statements.                     4       NATIONAL BEVERAGE CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) (In thousands)       Three Months Ended       Six Months Ended       October 30,     October 31,     October 30,     October 31,       2021     2020     2021     2020                                     Net income   $ 39,284     $ 47,164     $ 93,100     $ 98,328                                     Other comprehensive (loss) income, net of tax:                           Cash flow hedges     ( 960 )     1,630       ( 2,713 )     6,889                                     Comprehensive income   $ 38,324     $ 48,794     $ 90,387     $ 105,217     See accompanying Notes to Condensed Consolidated Financial Statements.   5       NATIONAL BEVERAGE CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED) (In thousands)       Three Months Ended     Six Months Ended       October 30, 2021     October 31, 2020     October 30, 2021     October 31, 2020       Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount   Series C Preferred Stock                                                                 Beginning and end of period     150     $ 150       150     $ 150       150     $ 150       150     $ 150                                                                     Common Stock                                                                 Beginning of period     101,688       1,017       101,634       1,016       101,676       1,016       101,606       1,016   Stock options exercised     8       -       30       -       20       1       58       -   End of Period     101,696       1,017       101,664       1,016       101,696       1,017       101,664       1,016                                                                     Additional Paid-In Capital                                                                 Beginning of period             38,604               37,602               38,375               37,422   Stock options exercised             53               251               111               403   Stock-based compensation             179               91               350               119   End of period             38,836               37,944               38,836               37,944                                                                     Retained Earnings                                                                 Beginning of period             391,488               494,566               337,672               443,402   Net income             39,284               47,164               93,100               98,328   End of period             430,772               541,730               430,772               541,730                                                                     Accumulated Other Comprehensive Income                                                                 Beginning of period             1,264               ( 161 )             3,017               ( 5,420 ) Cash flow hedges, net of tax             ( 960 )             1,630               ( 2,713 )             6,889   End of period             304               1,469               304               1,469                                                                     Treasury Stock - Series C Preferred                                                                 Beginning and end of period     150       ( 5,100 )     150       ( 5,100 )     150       ( 5,100 )     150       ( 5,100 )                                                                   Treasury Stock - Common                                                                 Beginning and end of period     8,374       ( 19,133 )     8,374       ( 19,133 )     8,374       ( 19,133 )     8,374       ( 19,133 )                                                                   Total Shareholders' Equity           $ 446,846             $ 558,076             $ 446,846             $ 558,076     See accompanying Notes to Condensed Consolidated Financial Statements.   6       NATIONAL BEVERAGE CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands)       Six Months Ended       October 30,     October 31,       2021     2020   Operating Activities:                 Net income   $ 93,100     $ 98,328   Adjustments to reconcile net income to net cash provided by operating activities:                 Depreciation and amortization     9,234       9,233   Deferred income tax provision     ( 363 )     -   Gain on sale of property, net     8       -   Stock-based compensation     350       119   Amortization of operating right to use assets     6,872       6,636   Changes in assets and liabilities:                 Trade receivables     ( 1,799 )     2,060   Inventories     ( 7,309 )     ( 5,334 ) Operating lease right to use assets     ( 1,594 )     (4,322 ) Prepaid and other assets     510       94   Accounts payable     1,593       6,175   Accrued and other liabilities     ( 9,545 )     ( 93 ) Operating lease obligation     ( 5,093 )     ( 2,019 ) Net cash provided by operating activities     85,964       110,877                     Investing Activities:                 Additions to property, plant and equipment     ( 6,628 )     ( 10,369 ) Proceeds from sale of property, plant and equipment     1       15   Net cash used in investing activities     ( 6,627 )     ( 10,354 )                   Financing Activities:                 Proceeds from stock options exercised     111       403   Net cash provided by financing activities     111       403                     Net Increase in Cash and Equivalents     79,448       100,926                     Cash and Equivalents - Beginning of Period     193,589       304,518                     Cash and Equivalents - End of Period   $ 273,037     $ 405,444                     Other Cash Flow Information:                 Interest paid   $ 93     $ 90   Income taxes paid   $ 31,386     $ 38,007     See accompanying Notes to Condensed Consolidated Financial Statements.   7     NATIONAL BEVERAGE CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)   National Beverage Corp. develops, produces, markets and sells a distinctive portfolio of sparkling waters, juices, energy drinks and carbonated soft drinks primarily in the United States and Canada. Incorporated in Delaware in 1985, National Beverage Corp. is a holding company for various operating subsidiaries. When used in this report, the terms “we,” “us,” “our,” “Company” and “National Beverage” mean National Beverage Corp. and its subsidiaries.   1. SIGNIFICANT ACCOUNTING POLICIES   Basis of Presentation The condensed consolidated financial statements include the accounts of National Beverage Corp. and its subsidiaries. Significant intercompany transactions and accounts have been eliminated.   The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and rules and regulations of the Securities and Exchange Commission for interim financial reporting. Accordingly, they do not include all information and notes presented in the annual consolidated financial statements. The condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements and accompanying notes included in our Annual Report on Form 10 -K for the fiscal year ended May 1, 2021. The accounting policies used in these interim unaudited condensed consolidated financial statements are consistent with those used in the annual consolidated financial statements.   The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the interim unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Results for the interim periods presented are not necessarily indicative of results which might be expected for the entire fiscal year.   Reclassification On February 5, 2021, the Company's board of directors declared a one -for- one stock split in the form of a stock dividend. This dividend was distributed on February 19, 2021 to shareholders of record on February 16, 2021. Share information and earnings per share have been retroactively adjusted to reflect the stock split.   Certain reclassifications have been made to prior period balances in order to conform to the current period's presentation.   Inventories Inventories are stated at the lower of first -in, first -out cost or net realizable market. Inventories at October 30, 2021 were comprised of finished goods of $ 44.5 million and raw materials of $ 34.3 million. Inventories at May 1, 2021 were comprised of finished goods of $ 43.3 million and raw materials of $ 28.2 million.   Accrued Liabilities Accrued liabilities includes accrued compensation of $ 9.5 million and accrued container deposits of $ 9.1 million at October 30, 2021.  8     Marketing Costs The Company utilizes a variety of marketing programs, including cooperative advertising programs with customers, to advertise and promote its 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 administrative expenses, were $ 10.8 million for the three months ended October 30, 2021 and $ 10.0 million for the three months ended October 31, 2020. Marketing costs were $ 23.2 million for the six months ended October 30, 2021, and $ 19.9 million for the six months ended October 31, 2020.   Shipping and Handling Costs Shipping and handling costs are reported in selling, general and administrative expenses in the accompanying condensed consolidated statements of income. Such costs were $ 21.7 million for the three months ended October 30, 2021 and $ 18.5 million for the three months ended October 31, 2020. Shipping and handling costs were $ 44.4 million for the six months ended October 30, 2021 and $ 37.9 million for the six months ended October 31, 2020. Although our classification is consistent with many beverage companies, our gross margin may not be comparable to companies that include shipping and handling costs in cost of sales       2. PROPERTY, PLANT AND EQUIPMENT   Property, plant and equipment consist of the following:       (In thousands)       October 30, 2021     May 1, 2021   Land   $ 9,835     $ 9,835   Buildings and improvements     62,856       62,346   Machinery and equipment     262,865       257,119   Total     335,556       329,300   Less accumulated depreciation     ( 205,704 )     ( 198,273 ) Property, plant and equipment – net   $ 129,852     $ 131,027     Depreciation expense was $ 3.9 million for the three months ended October 30, 2021 and $ 3.7 million for the three months ended October 31, 2020. Depreciation expense was $ 7.8 million for the six months ended October 30, 2021 and $ 7.5 million for the six months ended October 31, 2020.     3. DEBT   At October 30, 2021, a subsidiary of the Company maintained unsecured revolving credit facilities with banks aggregating $ 100 million (the “Credit Facilities”). The Credit Facilities expire from October 28, 2022 to April 30, 2023 and any borrowings would currently bear interest at 1.0 % above one -month LIBOR. There were no borrowings outstanding under the Credit Facilities at October 30, 2021 or May 1, 2021. At October 30, 2021, $ 2.5 million of the Credit Facilities was reserved for standby letters of credit and $ 97.5 million was available for borrowings.   9     The Credit Facilities require the subsidiary to maintain certain financial ratios, including debt to net worth and debt to EBITDA (as defined in the Credit Facilities), and contain other restrictions, none of which are expected to have a material effect on our operations or financial position. At October 30, 2021, we were in compliance with all loan covenants.   4. STOCK-BASED COMPENSATION   During the six months ended October 30, 2021, options to purchase 30,000 shares were granted and options to purchase 20,500  shares were exercised at weighted average exercise prices of $ 44.73 and $ 5.90 , respectively. At October 30, 2021, options to purchase 570,600 shares at a weighted average exercise price of $ 19.47 per share were outstanding and stock-based awards to purchase 5,369,004  shares of common stock were available for grant.     5. DERIVATIVE FINANCIAL INSTRUMENTS   From time to time, we enter into aluminum swap contracts to partially mitigate our exposure to changes in the cost of aluminum cans. Such financial instruments are designated and accounted for as a cash flow hedge. Accordingly, gains or losses attributable to the effective portion of the cash flow hedge are reported in accumulated other comprehensive income (loss) (“AOCI”) and reclassified into cost of sales in the period in which the hedged transaction affects earnings. The ineffective portion of the change in fair value of our cash flow hedge was immaterial. The following summarizes the gains (losses) recognized in the Condensed Consolidated Statements of Income and AOCI:       (In thousands)       Three Months Ended     Six Months Ended       2021     2020     2021     2020   Recognized in AOCI:                                 Gain before income taxes   $ 221     $ 2,131     $ 974     $ 7,211   Less income tax provision     53       510       233       1,725   Net     168       1,621       741       5,486   Reclassified from AOCI to cost of sales:                                 Gain (loss) before income taxes     1,483       ( 12 )     4,540       ( 1,844 ) Less income tax provision (benefit)     355       ( 3 )     1,086       ( 441 ) Net     1,128       ( 9 )     3,454       ( 1,403 ) Net change to AOCI   $ ( 960 )   $ 1,630     $ ( 2,713 )   $ 6,889       At May 1, 2021, the fair value of the derivative asset was $ 3.6 million, which was included in prepaid and other assets. Such valuation does not entail a significant amount of judgment and the inputs that are significant to the fair value measurement are Level 2 as defined by the fair value hierarchy as they are observable market based inputs or unobservable inputs that are corroborated by market data.  There were no outstanding aluminum swap contracts at October 30, 2021.   10         6. LEASES   The Company has entered into various non-cancelable operating lease agreements for certain of our offices, buildings and machinery and equipment expiring at various dates through January 2029. The Company does not assume renewals in the determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement. Lease agreements generally do not contain material residual value guarantees or material restrictive covenants. Operating lease cost for the three months ended October 30, 2021 and October 31, 2020 was $ 3.6  million and $ 3.3  million, respectively. Operating lease cost was $ 7.3  million for the six months ended October 30, 2021 and $ 6.6  million for the six months ended October 31, 2020. As of October 30, 2021, the weighted-average remaining lease term and weighted average discount rate of operating leases was 4.25 years and 3.08 %, respectively. As of May 1, 2021, the weighted-average remaining lease term and weighted average discount rate of operating leases was 3.06 years and 3.38 %, respectively. Cash payments were $ 4.0 million and $ 3.5 million, respectively, for operating leases for the three months ended October 30, 2021 and October 31, 2020. Cash payments were $ 7.6 million for the six months ended October 30, 2021 and $ 7.0 million for the six months ended October 31, 2020.   The following is a summary of future minimum lease payments and related liabilities for all non-cancelable operating leases as of October 30, 2021:       (In thousands)   Fiscal 2022 – Remaining 2 quarters   $ 7,962   Fiscal 2023     10,548   Fiscal 2024     8,230   Fiscal 2025     5,289   Fiscal 2026     3,339   Thereafter     4,720   Total minimum lease payments including interest     40,088   Less: Amounts representing interest     ( 2,413 ) Present value of minimum lease payments     37,675   Less: Current portion of lease obligations     ( 13,149 ) Non-current portion of lease obligations   $ 24,526         7.   SUBSEQUENT EVENTS    On December 2, 2021, the Company's board of directors declared a cash dividend of $ 3.00 per share payable to shareholders of record on December 13, 2021.  The cash dividend expected to approximate $ 280 million, will be paid on or before February 11, 2022.       ITEM 2. MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   OVERVIEW   National Beverage Corp. innovatively refreshes America with a distinctive portfolio of sparkling waters, juices, energy drinks (Power+ Brands) and, to a lesser extent, Carbonated Soft Drinks. We believe our creative product designs, innovative packaging and imaginative flavors, along with our corporate culture and philosophy, make National Beverage unique as a stand-alone entity in the beverage industry.  Traditional and typical are not a part of an innovator's vocabulary.   11     Our strategy seeks the profitable growth of our products by (i) developing healthier beverages in response to the global shift in consumer buying habits and tailoring our beverage portfolio to the preferences of a diverse mix of ‘crossover consumers’ – a growing group desiring a healthier alternative to artificially sweetened and high-caloric beverages; (ii) emphasizing unique flavor development and variety throughout our brands that appeal to multiple demographic groups; (iii) maintaining points of difference through innovative marketing, packaging and consumer engagement and (iv) responding faster and more creatively to changing consumer trends than larger competitors who are burdened by legacy production and distribution complexity and costs.   The majority of our brands are geared to the active and health-conscious consumer including sparkling waters, energy drinks, and juices. Our portfolio of Power+ Brands includes LaCroix®, LaCroix Cúrate®, and LaCroix NiCola® sparkling water products; Clear Fruit® non-carbonated water beverages enhanced with fruit flavor; Rip It® energy drinks and shots; and Everfresh®, Everfresh Premier Varietals™ and Mr. Pure® 100% juice and juice-based products. Additionally, we produce and distribute carbonated soft drinks including Shasta® and Faygo®, iconic brands whose consumer loyalty spans more than 130 years.   Presently, our primary market focus is the United States and Canada. Certain of our products are also distributed on a limited basis in other countries and options to expand distribution to other regions are being considered. To service a diverse customer base that includes numerous national retailers, as well as thousands of smaller “up-and-down-the-street” accounts, we utilize a hybrid distribution system consisting of warehouse and direct-store delivery. The warehouse delivery system allows our retail partners to further maximize their assets by utilizing their ability to pick up product at our warehouses, further lowering their/our product costs.   Our operating results are affected by numerous factors, including fluctuations in the costs of raw materials, holiday and seasonal programming, changes in consumer purchasing habits and weather conditions. Beverage sales are seasonal with higher sales volume realized during the summer months when outdoor activities are more prevalent.   RESULTS OF OPERATIONS   Three Months Ended October 30, 2021 (second quarter of fiscal 2022) compared to Three Months Ended October 31, 2020 (second quarter of fiscal 2021)   Net sales for the second quarter of fiscal 2022 increased 4.2% to $283.2 million from $271.8 million for the second quarter of fiscal 2021. The increase in sales resulted primarily from a 4.0% increase in average selling price per case and a modest increase in case volume, primarily Power+ Brands.   Gross profit for the second quarter of fiscal 2022 decreased to $101.5 million from $108.0 million for the second quarter of fiscal 2021. The decrease in gross profit is due to increased packaging, ingredients and freight costs along with supply chain disruptions, which adversely affected manufacturing efficiencies.  These cost increases were partially offset by the increase in average selling price.  The cost of sales per case increased 10.9% and gross margin decreased to 35.8% from 39.8% for the second quarter of fiscal 2022.   Selling, general and administrative expenses for the second quarter of fiscal 2022 increased $3.5 million to $49.9 million from $46.5 million for the second quarter of fiscal 2021. The increase was primarily due to an increase in shipping and marketing costs partially offset by a decrease in administrative costs. As a percent of net sales, selling, general and administrative expenses increased to 17.6%  for the second quarter of fiscal 2022 from 17.1% for the second quarter of fiscal 2021.   12     Other income (expense) includes interest income of $49,000 for the second quarter of fiscal 2022 and $112,000 for the second quarter of fiscal 2021. The decrease in interest income is due to changes in average invested balances and lower return on investments.   The Company’s effective income tax rate, based upon estimated annual income tax rates, was 23.8% for the second quarter of fiscal 2022 and 23.5% for the second quarter of fiscal 2021. The difference between the effective rate and the federal statutory rate of 21% was primarily due to the effects of state income taxes.   Six Months Ended October 30, 2021 (first six months of fiscal 2022) compared to Six Months Ended October 31, 2020 (first six months of fiscal 2021)   Net sales for the first six months of fiscal 2022 increased 5.3% to $594.9 million from $565.2 million for the first six months of fiscal 2021. The increase in sales resulted primarily from a 4.3% increase in average selling price per case and a modest increase in case volume. The volume increase includes a 3.3% increase in Power+ Brands offset by a decline in carbonated soft drinks.     Gross profit for the first six months of fiscal 2022 increased to $226.3 million from $225.3 million for the first six months of fiscal 2021. The increase in gross profit is due to increased average selling price offset in part by increased packaging, ingredients and labor costs.  The cost of sales per case increased 8.4% and gross margin decreased to 38% from 39.9% for the first six months of fiscal 2022.   Selling, general and administrative expenses for the first six months of fiscal 2022 increased $7.4 million to $104.4 million from $97.0 million for the first six months of fiscal 2021. The increase was primarily due to an increase in shipping and marketing costs partially offset by a decrease in administrative costs.  As a percent of net sales, selling, general and administrative expenses increased to 17.5% from 17.2% for the first six months of fiscal 2022.   Other income includes interest income of $97,000 for the first six months of fiscal 2022 and $397,000 for the first six months of fiscal 2021. The decrease in interest income is due to changes in average invested balances and lower return on investments.   The Company’s effective income tax rate, based upon estimated annual income tax rates, was 23.6% for the first six months of fiscal 2022 and 23.5% for the first six months of fiscal 2021. The difference between the effective rate and the federal statutory rate of 21% was primarily due to the effects of state income taxes.       LIQUIDITY AND FINANCIAL CONDITION   Liquidity and Capital Resources Our principal source of funds is cash generated from operations. At October 30, 2021, we maintained $100 million unsecured revolving credit facilities, under which no borrowings were outstanding and $2.5 million was reserved for standby letters of credit. We believe existing capital resources will be sufficient to meet our liquidity and capital requirements for the next twelve months.   On December 2, 2021, the Company's board of directors declared a cash dividend of $3.00 per share payable to shareholders of record on December 13, 2021.  The cash dividend, expected to approximate $280 million, will be paid on or before February 11, 2022.   13     Cash Flows The Company’s cash position increased $79.4 million for the first six months of fiscal 2022; compared to an increase of $100.9 million for the first six months of fiscal 2021.   Net cash provided by operating activities for the first six months of fiscal 2022 was $86.0 million compared to $110.9 million for the six months of fiscal 2021. For the first six months of fiscal 2022, cash flow was principally provided by net income of $93.1 million, depreciation and amortization of $9.2 million, and amortization of operating right of use assets of $6.9 million, offset in part by increases in working capital other than cash.   Net cash used in investing activities for the first six months of fiscal 2022 reflects capital expenditures of $6.6 million, compared to capital expenditures of $10.4 million for the first six months of fiscal 2021. We intend to continue production capacity and efficiency improvement projects for the balance of fiscal 2022, and expect capital expenditures to be comparable to total fiscal 2021 levels.   Financial Position At October 30, 2021, our working capital increased to $310.7 million from $217.7 million at May 1, 2021. The current ratio was 3.2 to 1 at October 30, 2021 compared to 2.5 to 1 at May 1, 2021. Trade receivables increased $1.8 million and days sales outstanding improved to 28.4 from 30.1. Inventories increased $7.3 million and inventory turns decreased to 9.2 times from 9.6 times.   ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   There have been no material changes in market risks from those reported in our Annual Report on Form 10-K for the fiscal year ended May 1, 2021.   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 Securities Exchange Act of 1934). 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 forms 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.   14     FORWARD-LOOKING STATEMENTS   National Beverage Corp. and its representatives may make written or oral statements relating to future events or results relative to our financial, operational and business performance, achievements, objectives and strategies. These statements are “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995 and include statements contained in this report and other filings with the Securities and Exchange Commission and in reports to our stockholders. Certain statements including, without limitation, statements containing the 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 results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the following: general economic and business conditions, pricing of competitive products, success of new product and flavor introductions, fluctuations in the costs and availability of raw materials and packaging supplies, ability to pass along cost increases to our customers, labor strikes or work stoppages or other interruptions in the employment of labor, continued retailer support for our products, changes in brand image, consumer demand and preferences and our success in creating products geared toward consumers’ tastes, success in implementing business strategies, changes in business strategy or development plans, government regulations, taxes or fees imposed on the sale of our products, unfavorable weather conditions and other factors referenced in this report, filings with the Securities and 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 reflect future events or developments.   15     PART II - OTHER INFORMATION   ITEM 1A. RISK FACTORS   There have been no material changes in risk factors from those reported in our Annual Report on Form 10-K for the fiscal year ended May 1, 2021.   ITEM 6. EXHIBITS   Exhibit No.   D1escription       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 26, 2019, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Comprehensive Income; (iv) Consolidated Statements of Shareholders’ Equity; (v) Consolidated Statements of Cash Flows; and (vi) the Notes to Consolidated Financial Statements.       104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)   16     SIGNATURE   Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.   Date: December 9, 2021   National Beverage Corp.       (Registrant)             By: /s/  George R. Bracken       George R. Bracken         Executive Vice President – Finance         (Principal Financial Officer)     17