NATIONAL BEVERAGE CORP 10-K

ITEM 9A. CONTROLS AND PROCEDURES   Disclosure Controls and Procedures As of the end of the period covered by this Annual Report on Form 10-K, 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, as amended (the Exchange Act)). Based upon that evaluation, the Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective to ensure information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in SEC rules and 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.   Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of April 30, 2022.   Management recognizes that there are inherent limitations in the effectiveness of any internal control over financial reporting, including the possibility of human error and the circumvention or overriding of internal control. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control may vary over time.   RSM US LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this Annual Report on Form 10-K and, as part of their audit, has issued their report, included herein, on the effectiveness of our internal control over financial reporting.   Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting during the quarter ended April 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.   42 Table of Contents   ITEM 9B. OTHER INFORMATION   Not applicable.   ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections   Not applicable.       PART III   ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE   The information required by Item 10 will be included under the captions “Election of Directors”, “Information as to Nominees and Other Directors”, “Information Regarding Meetings and Committees of the Board” and “ Reporting Compliance” in the Company’s 2022 Proxy Statement and is incorporated herein by reference.   The following table sets forth certain information with respect to the officers of the Registrant at April 30, 2022:   Name Age Position with Company       Nick A. Caporella (1) 86 Chairman of the Board and Chief Executive Officer       Joseph G. Caporella (2) 61 President       George R. Bracken (3) 77 Executive Vice President – Finance   (1)   Mr. Nick A. Caporella has served as Chairman of the Board, Chief Executive Officer and Director since the Company’s inception in 1985. Also, he serves as Chairman of the Nominating Committee. Since 1992, Mr. Caporella’s services have been provided to the Company by Corporate Management Advisors, Inc., a company he owns. (2)   Mr. Joseph G. Caporella has served as President since September 2002 and, prior to that, as Executive Vice President and Secretary since January 1991. Also, he has served as a Director since January 1987. Joseph G. Caporella is the son of Nick A. Caporella. (3)   Mr. George R. Bracken has served as Executive Vice President - Finance since July 2012. Previously, he served as Senior Vice President – Finance from October 2000 to July 2012 and Vice President and Treasurer from October 1996 to October 2000. Since 1992, Mr. Bracken’s services have been provided to the Company by Corporate Management Advisors, Inc.     All officers serve until their successors are chosen and may be removed at any time by the Board of Directors. Officers are normally appointed each year at the first meeting of the Board of Directors after the annual meeting of shareholders.   43 Table of Contents   ITEM 11. EXECUTIVE COMPENSATION   The information required by Item 11 will be included under the captions “Executive Compensation and Other Information” and “Compensation Committee Interlocks and Insider Participation” in the Company’s 2022 Proxy Statement and is incorporated herein by reference.   ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS   The information required by Item 12 will be included under the captions “Security Ownership” and “Equity Compensation Plan Information” in the Company’s 2022 Proxy Statement and is incorporated herein by reference.   ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTION, AND DIRECTOR INDEPENDENCE   The information required by Item 13 will be included under the captions “Certain Relationships and Related Party Transactions” and “Information Regarding Meetings and Committees of the Board” in the Company’s 2022 Proxy Statement and is incorporated herein by reference.   ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES   The information required by Item 14 will be included under the caption “Independent Auditors” in the Company’s 2022 Proxy Statement and is incorporated herein by reference.   PART IV   ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES   (a) The following documents are filed as part of this report: Page   1. Financial Statements       Consolidated Balance Sheets 22     Consolidated Statements of Income 23     Consolidated Statements of Comprehensive Income 24     Consolidated Statements of Shareholders’ Equity 25     Consolidated Statements of Cash Flows 26     Notes to Consolidated Financial Statements 27     Report of Independent Registered Public Accounting Firm  (PCAOB ID: 49 ) 39   2. Financial Statement Schedules NA           3. Exhibits       See Exhibit Index which follows.     ITEM 16. FORM 10-K SUMMARY   None.   44 Table of Contents   EXHIBIT INDEX   Exhibit No.   Description       3.1   Restated Certificate of Incorporation (1)       3.2   Amended and Restated By-Laws (2)       3.3   Certificate of Designation of the Special Series D Preferred Stock of the Company (3)       4   Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. (17)       10.1   Management Agreement between the Company and Corporate Management Advisors, Inc. (4) *       10.2   National Beverage Corp. Investment and Profit Sharing Plan (5)  *       10.3   National Beverage Corp. 1991 Omnibus Incentive Plan (4)  *       10.4   National Beverage Corp. 1991 Stock Purchase Plan (4)  *       10.5   Amendment No. 1 to the National Beverage Corp. Omnibus Incentive Plan (6)  *       10.6   National Beverage Corp. Special Stock Option Plan (7) *       10.7   Amendment No. 2 to the National Beverage Corp. Omnibus Incentive Plan (8) *       10.8   National Beverage Corp. Key Employee Equity Partnership Program (8) *       10.9   Second Amended and Restated Credit Agreement, dated June 30, 2008, between NewBevCo, Inc. and lender therein (9)       10.10   Amendment to National Beverage Corp. Special Stock Option Plan (10)  *       10.11   Amendment to National Beverage Corp. Key Employee Equity Partnership Program (10) *       10.12   First Amendment to Second Amended and Restated Credit Agreement, dated January 16, 2013, between NewBevCo, Inc. and lender therein (11)       10.13   Second Amendment to Second Amended and Restated Credit Agreement, dated July 7, 2015, between NewBevCo, Inc. and lender therein (13)       10.14   Third Amendment to Second Amended and Restated Credit Agreement, dated June 29, 2017, between NewBevCo, Inc. and lender therein (13)       10.15   Amended and Restated Credit Agreement, dated January 5, 2022 between NewBevco, Inc. and lender therein (15)   45 Table of Contents   Exhibit No.   Description       10.16   Credit Facility Amended Agreement dated October 28, 2020 between NewBevCo, Inc. and lender therein. (16)       10.17   Fourth Amendment to Second Amended Credit Agreement dated October 30, 2020 between NewBevCo, Inc and lender therein. (16)       21   Subsidiaries of Registrant  (18)       23   Consent of Independent Registered Public Accounting Firm  (18)       31.1   Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18)       31.2   Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18)       32.1   Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18)       32.2   Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18)       101   The following financial information from National Beverage Corp.’s Annual Report on Form 10-K for the fiscal year ended May 1, 2021 is formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Comprehensive Income; (iv) Consolidated Statements of Shareholders’ Equity; (v) Consolidated Statements of Cash Flows; and (vi) the Notes to Consolidated Financial Statements.       104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).     * Indicates management contract or compensatory plan or arrangement.   (1) Previously filed with the Securities and Exchange Commission as an exhibit to Schedule 14C Information Statement dated June 26, 2018 and is incorporated herein by reference.   (2) Previously filed with the Securities and Exchange Commission as an exhibit to Form 8-K Current Report dated July 23, 2018 and is incorporated herein by reference.   (3) Previously filed with the Securities and Exchange Commission as an exhibit to Form 8-K Current Report dated January 31, 2013 and is incorporated herein by reference.   (4) Previously filed with the Securities and Exchange Commission as an exhibit to Amendment No. 1 to Form S-1 Registration Statement (File No. 33-38986) on July 26, 1991 and is incorporated herein by reference.   (5) Previously filed with the Securities and Exchange Commission as an exhibit to the Form S-1 Registration Statement (File No. 33-38986) on February 19, 1991 and is incorporated herein by reference   (6) Previously filed with the Securities and Exchange Commission as an exhibit to Annual Report on Form 10-K for the fiscal year ended April 27, 1996 and is incorporated herein by reference.   46 Table of Contents   (7) Previously filed with the Securities and Exchange Commission as an exhibit to Registration Statement on Form S-8 (File No. 33-95308) on August 1, 1995 and is incorporated herein by reference.   (8) Previously filed with the Securities and Exchange Commission as an exhibit to Annual Report on Form 10-K for the fiscal year ended May 3, 1997 and is incorporated herein by reference.   (9) Previously filed with the Securities and Exchange Commission as an exhibit to Quarterly Report on Form 10-Q for the fiscal period ended January 29, 2011 and is incorporated herein by reference.   (10) Previously filed with the Securities and Exchange Commission as an exhibit to Quarterly Report on Form 10-Q for the fiscal period ended January 31, 2009 and is incorporated herein by reference.   (11) Previously filed with the Securities and Exchange Commission as an exhibit to Quarterly Report on Form 10-Q for the fiscal period ended January 26, 2013 and is incorporated herein by reference.   (12) Previously filed with the Securities and Exchange Commission as an exhibit to Quarterly Report on Form 10-Q for the fiscal period ended August 1, 2015 and is incorporated herein by reference.   (13) Previously filed with the Securities and Exchange Commission as an exhibit to Annual Report on Form 10-K for the fiscal year ended April 29, 2017 and is incorporated herein by reference.   (14) Previously filed with the Securities and Exchange Commission as an exhibit to Quarterly Report on Form 10-Q for the fiscal period ended October 28, 2017 and is incorporated herein by reference.   (15) Previously filed with the Securities and Exchange Commission as an exhibit to Quarterly Report on Form 10-Q for the fiscal period ended January 29, 2022 and is incorporated herein by reference.   (16) Previously filed with the Securities and Exchange Commission as an exhibit to Quarterly Report on Form 10-Q for the fiscal period ended January 30, 2021 and is incorporated herein by reference.   (17) Previously filed with the Securities and Exchange Commission as an exhibit to Annual Report on Form 10-K for the fiscal year ended May 2, 2020 and is incorporated herein by reference.   (18) Filed herewith   47 Table of Contents   SIGNATURES   Pursuant to the requirements of Section 13 or 15(d) 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.     NATIONAL BEVERAGE CORP.             By: /s/ George R. Bracken       George R. Bracken       Executive Vice President – Finance       (Principal Financial Officer)       Date: June 29, 2022       Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on June 29, 2022.   /s/ Nick A. Caporella   /s/ Cecil D. Conlee   Nick A. Caporella   Cecil D. Conlee   Chairman of the Board and   Director   Chief Executive Officer               /s/ Joseph G. Caporella   /s/ Samuel C. Hathorn, Jr.   Joseph G. Caporella   Samuel C. Hathorn, Jr.   President and Director   Director           /s/ George R. Bracken   /s/ Stanley M. Sheridan   George R. Bracken   Stanley M. Sheridan   Executive Vice President – Finance   Director   (Principal Financial Officer)         48