Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (✔) No ( )

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes (✔) No ( )

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, ~~and~~ “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 ~~February 24,~~September 1, 2017 was ~~46,568,550.~~46,586,750.

							July 29,			April 29,
	January 28, 2017			April 30, 2016			2017			2017
Assets
Current assets:
Cash and equivalents	$	105,666		$	105,577		$	175,915		$	136,372
Trade receivables - net		68,710			61,046			86,138			71,319
Inventories		48,440			47,922			57,326			53,355
Deferred income taxes - net		3,511			4,454
Prepaid and other assets		5,052			4,672			3,857			7,275
Total current assets		231,379			223,671			323,236			268,321
Property, plant and equipment - net		65,654			61,932			66,150			65,150
Goodwill		13,145			13,145			13,145			13,145
Intangible assets		1,615			1,615			1,615			1,615
Other assets		5,001			5,135			5,631			5,752
Total assets	$	316,794		$	305,498		$	409,777		$	353,983

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	49,673		$	49,391		$	54,339		$	58,100
Accrued liabilities		28,749			26,195			35,640			29,017
Income taxes payable		11			28			15,870			89
Dividends payable								69,878			-
Total current liabilities		78,433			75,614			175,727			87,206
Deferred income taxes - net		14,390			14,474			11,825			12,087
Other liabilities		7,525			9,258			8,754			9,072
Shareholders' equity:
Preferred stock, $1 par value - 1,000,000 shares authorized:Series C - 150,000 shares issued		150			150			150			150
Common stock, $.01 par value - 75,000,000 shares authorized;50,601,334 shares issued (50,588,734 shares at April 30)		506			506
Common stock, $.01 par value - 75,000,000 shares authorized;50,619,234 shares issued (50,616,134 shares at April 29)								506			506
Additional paid-in capital		35,055			34,570			35,725			35,638
Retained earnings		198,767			190,733			196,322			227,928
Accumulated other comprehensive loss		(32	)		(1,807	)		(1,232	)		(604	)
Treasury stock - at cost:
Series C preferred stock - 150,000 shares		(5,100	)		(5,100	)		(5,100	)		(5,100	)
Common stock - 4,032,784 shares		(12,900	)		(12,900	)		(12,900	)		(12,900	)
Total shareholders' equity		216,446			206,152			213,471			245,618
Total liabilities and shareholders' equity	$	316,794		$	305,498		$	409,777		$	353,983

Three Months Ended
Nine Months Ended

January 28,
2017

January 30,
2016

January 28,
2017

January 30,
2016

Net income
$ 24,285 $ 11,236 $ 77,884 $ 43,661

Other comprehensive income (loss), net of tax:

Cash flow hedges
520 1,755 1,775 (274 )

Comprehensive income
$ 24,805 $ 12,991 $ 79,659 $ 43,387

							Three Months Ended
	Nine Months Ended						July 29,			July 30,
	January 28, 2017			January 30, 2016			2017			2016
Operating Activities:
Net income	$	77,884		$	43,661		$	38,272		$	28,995
Adjustments to reconcile net income to net cashprovided by (used in) operating activities:
Depreciation and amortization		9,600			9,071			3,531			3,102
Deferred income tax benefit		(189	)		(21	)
Gain on sale of property, net		(5	)		(36	)
Deferred income tax provision (benefit)								108			(64	)
Loss (gain) on disposal of property, net								6			(6	)
Stock-based compensation		146			182			41			49
Stock-based tax benefits								-			28
Changes in assets and liabilities:
Trade receivables		(7,664	)		398			(14,819	)		(14,788	)
Inventories		(518	)		(1,398	)		(3,971	)		(3,897	)
Prepaid and other assets		(1,703	)		(194	)		(656	)		(192	)
Accounts payable		282			(7,231	)		(3,761	)		(1,865	)
Accrued and other liabilities		3,586			5,390			24,791			19,088
Net cash provided by operating activities		81,419			49,822			43,542			30,450

Investing Activities:
Additions to property, plant and equipment		(11,834	)		(7,817	)		(4,054	)		(3,495	)
Proceeds from sale of property, plant and equipment		15			43			9			15
Net cash used in investing activities		(11,819	)		(7,774	)		(4,045	)		(3,480	)

Financing Activities:
Dividends paid on common stock		(69,850	)		-
Dividends paid on preferred stock		-			(112	)
Repayments under credit facilities		-			(10,000	)
Proceeds from stock options exercised		186			682			46			29
Stock-based tax benefits		153			1,027
Net cash used in financing activities		(69,511	)		(8,403	)
Net cash provided by financing activities								46			29

Net Increase in Cash and Equivalents		89			33,645			39,543			26,999

Cash and Equivalents - Beginning of Period		105,577			52,456			136,372			105,577

Cash and Equivalents - End of Period	$	105,666		$	86,101		$	175,915		$	132,576

Other Cash Flow Information:
Interest paid	$	165		$	91		$	25		$	127
Income taxes paid	$	40,389		$	21,761		$	648		$	1,066

National Beverage Corp. develops, produces, markets and sells a ~~distinctive~~diverse portfolio of ~~Sparkling Waters, Juices, Energy Drinks and Carbonated Soft Drinks~~flavored beverage products primarily in North America. Incorporated in Delaware in 1985, National Beverage Corp. is a holding company for various operating subsidiaries. When used in this report, the terms “we,” “us,” “our,” “Company” and “National Beverage” mean National Beverage Corp. and its subsidiaries.

1. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

The consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and rules and regulations of the Securities and Exchange Commission for interim financial reporting. Accordingly, they do not include all information and notes presented in the annual consolidated financial statements. The consolidated financial statements should be read in conjunction with the annual consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended April ~~30, 2016. The~~29, 2017. Excluding the adoption of the recently issued accounting pronouncements disclosed in Note 6, the accounting policies used in these interim consolidated financial statements are consistent with those used in the annual consolidated financial statements.

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Results for the interim periods presented are not necessarily indicative of results which might be expected for the entire fiscal year.

Derivative Financial Instruments

We use derivative financial instruments to partially mitigate our exposure to changes in raw material costs. All derivative financial instruments are recorded at fair value in our Consolidated Balance Sheets. The estimated fair value of derivative financial instruments is calculated based on market rates to settle the instruments. We do not use derivative financial instruments for trading or speculative purposes. Credit risk related to derivative financial instruments is managed by requiring high credit standards for counterparties and frequent cash settlements. See Note 5.

Earnings Per Common Share

Basic earnings per common share is computed by dividing earnings available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per common share is calculated in a similar manner, but includes the dilutive effect of stock options.

Inventories

Inventories are stated at the lower of first-in, first-out cost or market. Inventories at ~~January 28,~~July 29, 2017 ~~are~~were comprised of finished goods of ~~$29.4~~$35.7 millionand raw materials of ~~$19.0~~$21.6 million. Inventories at April ~~30, 2016 are~~29, 2017 were comprised of finished goods of ~~$29.1~~$35.0 million and raw materials of ~~$18.8~~$18.4 million.

2.2. PROPERTY, PLANT AND EQUIPMENT

Property, ~~consists~~plant and equipment consist of the following:

	(In thousands)						(In thousands)
	January 28, 2017			April 30, 2016			July 29, 2017			April 29, 2017
Land	$	9,500		$	9,500		$	9,500		$	9,500
Buildings and improvements		50,971			50,856			51,164			51,157
Machinery and equipment		173,577			162,195			175,778			172,257
Total		234,048			222,551			236,442			232,914
Less accumulated depreciation		(168,394	)		(160,619	)		(170,292	)		(167,764	)
Property, plant and equipment – net	$	65,654		$	61,932		$	66,150		$	65,150

Depreciation expense was ~~$2.7 million and $8.1~~$3.0 million for the three ~~and nine~~ months ended ~~January 28,~~July 29, 2017 ~~respectively,~~ and ~~$2.5 million and $7.8~~$2.7 million for the three ~~and nine~~ months ended ~~January~~July 30, ~~2016, respectively.~~

3.DEBT

At ~~January 28,~~July 29, 2017, a subsidiary of the Company maintained unsecured revolving credit facilities with banks aggregating $100 million (the “Credit Facilities”). The Credit Facilities expire from October 10, 2017 to ~~June 18, 2018~~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 at ~~January 28,~~July 29, 2017 or at April ~~30, 2016.~~29, 2017. At ~~January 28,~~July 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 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 ~~January 28,~~July 29, 2017, we were in compliance with all loan covenants.

5.DERIVATIVE FINANCIAL INSTRUMENTS

From time to time, we enter into aluminum swap contracts to partially mitigate our exposure to changes in the cost of aluminum cans. Such financial instruments are designated and accounted for as a cash flow hedge. Accordingly, gains or losses attributable to the effective portion of the cash flow hedge are reported in Accumulated Other Comprehensive Income (Loss) (“AOCI”) and reclassified into ~~earnings through~~ cost of sales in the period in which the hedged transaction affects earnings. The ineffective portion of the change in fair value of our cash flow hedge was immaterial. The following summarizes the gains (losses) recognized in the Consolidated Statements of Income and AOCI relative to the cash flow ~~hedges~~hedge for the three ~~and nine~~ months ended ~~January 28,~~July 29, 2017 and ~~January~~July 30, 2016:

	(In thousands)
	Three Months Ended						Nine Months Ended						(In thousands)
	2017			2016			2017			2016			2017			2016
Recognized in AOCI:
Loss before income taxes													$	(967	)	$	(450	)
Less income tax benefit														(359	)		(167	)
Net														(608	)		(283	)
Reclassified from AOCI to cost of sales:
Gain (loss) before income taxes	$	176		$	620		$	(21	)	$	(6,444	)		31			(1,110	)
Less income tax provision (benefit)		65			230			(8	)		(2,391	)		11			(412	)
Net	$	111		$	390		$	(13	)	$	(4,053	)		20			(698	)
Reclassified from AOCI to cost of sales:
Loss before income taxes	$	(651	)	$	(2,171	)	$	(2,844	)	$	(6,008	)
Less income tax benefit		(242	)		(806	)		(1,056	)		(2,229	)
Net	$	(409	)	$	(1,365	)	$	(1,788	)	$	(3,779	)
Net change to AOCI	$	520		$	1,755		$	1,775		$	(274	)	$	(628	)	$	415

As of ~~January 28,~~July 29, 2017, the notional amount of our outstanding aluminum swap contracts was ~~$2.4~~$53.2 million and, assuming no change in the commodity prices, ~~$336,000~~$1.4 million of unrealized ~~gain~~loss before tax will be reclassified from AOCI and recognized in earnings over the next ~~twelve~~12 months. See Note 1.

As of ~~January 28,~~July 29, 2017, the fair value of the derivative asset, derivative liability and derivative long-term liability was ~~$336,000,~~$205,000, $1.6 million and $318,000, which was included in prepaid and other ~~assets.~~assets, accrued liabilities and other liabilities, respectively. At April ~~30, 2016,~~29, 2017, the fair value of the derivative asset, derivative liability and derivative long-term liability was ~~$2.5 million,~~$602,000, $848,000 and $476,000, which was included in prepaid and other assets, accrued ~~liabilities.~~liabilities and other liabilities, respectively. Such valuation does not entail a significant amount of judgment and the inputs that are significant to the fair value measurement are Level 2 as defined by the fair value hierarchy as they are observable market based inputs or unobservable inputs that are corroborated by market data.

6.~~NEW~~RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2016-09, “Compensation-Stock Compensation: Improvements to Employee 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, classification of awards as either equity or liabilities and classification on the statement of cash flows. We adopted ASU 2016-09 is effective for our fiscal year beginning April 30, 2017. ~~Early adoption is permitted. We are currently evaluating the potential~~The primary impact of ~~adopting this guidance on~~adoption was the recognition of $81,000 for the three months ended July 29, 2017 of excess tax benefits related to share-based payment awards in our provision for income taxes, rather than paid-in capital.Also effective April 30, 2017, the Company retrospectively presented excess tax benefits as an operating activity, rather than a financing activity, in our consolidated ~~financial statements; however, adoption is not expected~~statement of cash flows. As a result, we reduced our financing activities and increased our operating activities by $28,000 for the three months ended July 30, 2016. The Company has elected to ~~have a material impact~~continue recognition of stock compensation based on ~~our financial position, results of operations or cash flows.~~estimated forfeitures.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, “Leases” (“ASU 2016-02”). ASU 2016-02 requires 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 fiscal year beginning April 28, 2019. We are currently evaluating the potential impact of adopting this guidance on our consolidated financial statements.

In November 2015, the FASB issued Accounting Standards Update No. 2015-17, “Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). ASU 2015-17 requires companies to classify all deferred tax liabilities and assets as noncurrent on the balance sheet. We adopted ASU 2015-17 is effective for our fiscal year beginning April 30, ~~2017. If implemented, our~~2017, electing to apply it retrospectively to all periods presented. As a result, $3.9 million of deferred taxes was reclassified from current ~~deferred tax asset would be reclassified~~ to ~~noncurrent in~~non-current on the consolidated balance ~~sheet. ASU 2015-17 has not yet been adopted.~~sheet as of April 29, 2017.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 requires an entity to recognize revenue in an amount that reflects 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 our fiscal year beginning April 29, 2018. We are currently evaluating the potential impact of adopting this guidance on our consolidated financial statements; however, adoption is not expected to have a material impact on our financial position, results of operations or cash flows.

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

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

National Beverage is ~~in an ongoing transition~~evolving to meet the healthy hydration demands of ~~the American consumer.~~consumers. Health and wellness awareness has increased significantly, resulting in growing demand for beverages with little or no calories and wholesome natural ingredients. Our brands emphasize distinctly-flavored beverages in attractive packaging that appeal to multiple demographic groups. The attentive, ~~conscious~~health-conscious and discriminating consumer is ever more alert to ~~healthy~~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 (ii) Carbonated Soft Drinks in a variety of flavors including regular, sugar-free and reduced calorie ~~options.Power+~~options. Our portfolio of Power+ Brands ~~include~~includes LaCroix®, LaCroix Cúrate™, LaCroix NiCola™ and ~~Shasta® sparkling water~~Shasta Sparkling Water® products; Rip It® energy drinks and shots; and Everfresh®, Everfresh Premier Varietals™ and Mr. Pure® 100% juice and juice-based products. Our Carbonated Soft Drinks portfolio includes Shasta® and Faygo®, iconic brands whose flavor development spans more than 125 years.

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

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

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

Three Months Ended~~January 28,~~July 29, 2017 (~~third~~first quarter offiscal 2018) comparedtoThreeMonths EndedJuly 30, 2016 (first quarter offiscal 2017) ~~compared toThree Months EndedJanuary 30, 2016~~ (~~third~~ ~~quarter offiscal 2016~~)

Net sales for the ~~third~~first quarter of fiscal ~~2017~~2018 increased ~~20.3%~~19.7% to ~~$194.6~~$259.8 million compared to ~~$161.7~~$217.1 million for the ~~third~~first quarter of fiscal ~~2016.~~2017. The ~~higher~~increase in sales resulted primarily from a ~~17.5%~~14.9% increase in case volume ~~which~~and, to a lesser extent, a higher average selling price. The volume increase includes ~~48.6%~~37.9% growth of our Power+ Brands, ~~due to increased velocity and distribution of sparkling waters. The increase was~~ partially offset by a decline in Carbonated Soft Drinks. ~~The average~~Average selling price per case increased ~~2.3% primarily~~2.6% due to changes in product mix.

Gross profit for the ~~third~~first quarter of fiscal ~~2017~~2018 increased ~~44.5%~~22.2% to ~~$75.9~~$104.5 million compared to ~~$52.6~~$85.5 million for the ~~third~~first quarter of fiscal ~~2016.~~2017. The increase in gross profit is ~~primarily~~ due to increased volume and growth in higher ~~sales and a decline in average cost per case of 7.2%.~~margin Power+ Brands. The ~~decrease in~~ cost of sales per case was ~~due to product mix changes and lower raw material costs.~~flat. As a result, the gross margin improved to ~~39.0%~~40.2% compared to ~~32.5%~~39.4% for the ~~third~~first quarter of fiscal ~~2016.~~2017.

Selling, general and administrative expenses ~~were $39.2 million or 20.1% of net sales~~ for the ~~third~~first quarter of fiscal ~~2017 compared~~2018 increased $5.2 million to ~~$35.4~~$46.7 million ~~or 21.9% of net sales~~from $41.5 million for the ~~third~~first quarter of fiscal ~~2016.~~2017. The ~~$3.7 million~~ increase ~~in expenses~~ was primarily due to ~~higher~~ distribution and other volume related expenses and marketing ~~costs.~~spending increases. As a percent of net sales, selling, general and administrative expenses decreased to 18.0% primarily due to the leveraging effects of higher volume on fixed costs and growth of products distributed by customer pick-up.

Other income includes interest income of ~~$191,000~~$281,000 for the ~~third~~first quarter of fiscal ~~2017~~2018 and ~~$25,000~~$103,000 for the ~~third~~first quarter of fiscal ~~2016.~~2017. The increase in interest income is due to ~~higher~~changes in average invested balances and ~~investment yields.~~increased return on investments.

The Company’s effective income tax rate, based upon estimated annual income tax rates, was 34.1% for the first quarter of fiscal 2018 and 34.2% for the ~~third~~first quarter of fiscal ~~2017 and third quarter of fiscal 2016.~~2017. The difference between the effective rate and the federal statutory rate of 35% was primarily due to the ~~effect of state income taxes and the domestic manufacturing deduction.~~

~~Nine~~ ~~Months EndedJanuary 28, 2017~~ (~~first nine months~~ of~~fiscal 2017) compared toNine~~ ~~Months EndedJanuary 30, 2016~~ (~~first nine months~~ of~~fiscal 2016~~)

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

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

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

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

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

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

On ~~November 18, 2016,~~May 5, 2017, the Company declared a special cash dividend of $1.50 per share ~~payable~~ to shareholders of record on ~~November 28, 2016.~~June 5, 2017. The cash dividend ~~aggregating~~totaling $69.9 million was paid on ~~January 27,~~August 4, 2017. ~~The Company also announced the Board has approved in concept an additional cash dividend, in an amount to be determined, to holders of record prior to the end of the current fiscal year.~~

The Company’s cash position increased $39.5 million for the first ~~nine months~~quarter of fiscal ~~2017 increased $89,000 from April 30, 2016,~~2018, which compares to an increase of ~~$33.6~~$27.0 million for the first ~~nine months~~quarter of fiscal ~~2016.~~2017.

Net cash provided by operating activities for the first ~~nine months~~quarter of fiscal ~~2017~~2018 amounted to ~~$81.4~~$43.5 million compared to ~~$49.8~~$30.5 million for the first ~~nine months~~quarter of fiscal ~~2016.~~2017. For the first ~~nine months~~quarter of fiscal ~~2017,~~2018, cash flow was principally provided by net income of ~~$77.9~~$38.3 million, an increase in accrued and other liabilities of $24.8 million and depreciation and amortization aggregating ~~$9.6~~$3.5 million, offset in part by ~~an increase~~seasonal and sales volume related increases in ~~accounts receivable.~~trade receivables and inventory.

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

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

During the first ~~nine months~~quarter of fiscal ~~2017,~~2018, our working capital ~~increased~~decreased to ~~$152.9~~$147.6 million from ~~$148.1~~$181.1 million at April ~~30, 2016.~~29, 2017. The ~~increase~~decrease in working capital ~~resulted primarily from~~was due to recognition of the $69.9 million cash dividend declared in May 2017 and higher ~~trade receivables,~~income taxes payable, partially offset by higher ~~accrued liabilities balance.~~cash, trade receivables and inventories. Trade receivables increased ~~$7.7~~$14.9 million due to ~~higher~~increased sales, ~~activity~~ while days sales outstanding ~~increased~~improved to ~~32.1~~30.2 days from ~~31.0 days at April 30, 2016.~~30.6 days. Inventories increased ~~slightly~~$4.0 million as a result of the Company maintaining higher inventory levels to support ~~increases in~~ sales ~~and new product introductions.~~increases. Inventory turns improved to ~~9.8~~10.8 from 9.5 times. ~~The~~At July 29, 2017, the current ratio was ~~3.0~~1.8 to 1 compared to 3.1 to 1 at ~~January 28,~~April 29, 2017 ~~and at April 30, 2016.~~primarily due to the effect of the cash dividend.

There have been no material changes in market risks from those reported in our Annual Report on Form 10-K for the fiscal year ended April ~~30, 2016.~~29, 2017.

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)~~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.

Certain statements in this Quarterly Report on Form 10-Q (the “Form 10-Q”) constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown ~~risks,~~risk, uncertainties and other factors ~~which~~that may cause the actual results, performance or achievements of ~~the~~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 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 preferences and our success in creating products geared toward consumers’ tastes, success in implementing business strategies, changes in business strategy or development plans, government regulations, taxes or fees imposed on the sale of our products, unfavorable weather conditions and other factors referenced in this Form 10-Q. For a further list and description of various risks, relevant factors and uncertainties that could cause future results or events to differ materially from those expressed or implied in our forward-looking statements, see the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections contained in our Annual Report on Form 10-K for the fiscal year ended April ~~30, 2016~~29, 2017 and other filings with the Securities and Exchange Commission. We disclaim an obligation to update any such factors or to publicly announce the results of any revisions to any forward-looking statements contained herein to reflect future events or developments.

There have been no material changes in risk factors from those reported in our Annual Report on Form 10-K for the fiscal year ended April ~~30, 2016.~~29, 2017.

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.

	Delaware		59-2605822
	(State of incorporation)		(I.R.S. Employer Identification No.)

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)		Page

	Consolidated Balance Sheets as of ~~January 28,~~July 29, 2017 and April ~~30, 2016~~29, 2017	3

	Consolidated Statements of Income for the Three ~~and Nine~~ Months Ended ~~January 28,~~July 29, 2017 and ~~January~~July 30, 2016	4

	Consolidated Statements of Comprehensive Income for the Three ~~and Nine~~ Months Ended ~~January 28,~~July 29, 2017 and ~~January~~July 30, 2016	5

	Consolidated Statements of Shareholders’ Equity for the ~~Nine~~Three Months Ended ~~January 28,~~July 29, 2017 and ~~January~~July 30, 2016	6

	Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~January 28,~~July 29, 2017 and ~~January~~July 30, 2016	7

	Notes to Consolidated Financial Statements	8

Item 2.Management’s Discussion and Analysis of Financial Conditionand Results of Operations		12

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~		12

Item 3. Quantitative and Qualitative Disclosures About Market Risk	1514

Item 4. Controls and Procedures		1514

PART II - OTHER INFORMATION

Item 1A. Risk Factors		16 15

Item 6. Exhibits		16 15

Signature		1716

											Three Months Ended
	Three Months Ended					Nine Months Ended					July 29,		July 30,
	January 28, 2017		January 30, 2016			January 28, 2017		January 30, 2016			2017		2016

Net sales	$	194,564	$	161,687		$	614,852	$	525,751		$	259,832	$	217,108

Cost of sales		118,644		109,135			374,721		349,679			155,329		131,614

Gross profit		75,920		52,552			240,131		176,072			104,503		85,494

Selling, general and administrative expenses		39,158		35,434			122,043		109,489			46,723		41,488

Interest expense		51		40			139		153			50		38

Other income (expense) - net		197		(2	)		416		(76	)
Other income - net												311		97

Income before income taxes		36,908		17,076			118,365		66,354			58,041		44,065

Provision for income taxes		12,623		5,840			40,481		22,693			19,769		15,070

Net income		24,285		11,236			77,884		43,661		$	38,272	$	28,995

Less preferred dividends		-		(37	)		-		(112	)

Earnings available to common shareholders	$	24,285	$	11,199		$	77,884	$	43,549

Earnings per common share:
Basic	$	.52	$	.24		$	1.67	$	.94		$	.82	$	.62
Diluted	$	.52	$	.24		$	1.67	$	.93		$	.82	$	.62

Weighted average common shares outstanding:
Basic		46,566		46,448			46,561		46,420			46,585		46,556
Diluted		46,763		46,707			46,764		46,648			46,916		46,767

~~Date: March 9, 2017~~	National Beverage Corp.
	(Registrant)

	By:	/s/ Gregory P. Cook
		Gregory P. Cook
	~~National Beverage Corp.~~ ~~(Registrant)~~

	~~By:/s/Gregory P. Cook~~
	~~Gregory P. Cook~~ Vice President – Controller and Chief Accounting Officer