NATIONAL BEVERAGE CORP 10-Q

fizz20220730_10q.htm   Table of Contents   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 July 30, 2022 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 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, 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 September 7, 2022 was 93,338,246 .     Table of Contents       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 July 30, 2022 and April 30, 2022 3     Condensed Consolidated Statements of Income for the Three Months Ended  July 30, 2022 and July 31, 2021 4     Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended July 30, 2022 and July 31, 2021 5     Condensed   Consolidated Statements of Shareholders’ Equity for the Three Months Ended July 30, 2022 and July 31, 2021 6     Condensed Consolidated Statements of Cash Flows for the Three Months Ended July 30, 2022 and July 31, 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 13     Item 4. Controls and Procedures 14     PART II - OTHER INFORMATION     Item 1A. Risk Factors 15     Item 6. Exhibits 15     Signature 16   2 Table of Contents     PART I - FINANCIAL INFORMATION   ITEM 1.     FINANCIAL STATEMENTS NATIONAL BEVERAGE CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (In thousands, except share data)         July 30,     April 30,       2022     2022   Assets                 Current assets:                 Cash and equivalents   $ 56,061     $ 48,050   Trade receivables - net     100,273       93,592   Inventories     90,353       103,318   Prepaid and other assets     7,157       29,560   Total current assets     253,844       274,520   Property, plant and equipment - net     142,358       144,258   Right of use assets - net     38,555       29,251   Goodwill     13,145       13,145   Intangible assets     1,615       1,615   Other assets     6,028       5,015   Total assets   $ 455,545     $ 467,804                     Liabilities and Shareholders' Equity                 Current liabilities:                 Accounts payable   $ 76,151     $ 95,299   Accrued liabilities     43,332       39,090   Short-term lease obligations     11,929       10,543   Income taxes payable     652       387   Total current liabilities     132,064       145,319   Long-term debt     -       30,000   Deferred income taxes - net     21,124       23,823   Operating lease liability - non current     28,627       20,703   Other liabilities     9,624       8,521   Total liabilities     191,440       228,366   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; 101,712,358 shares issued July 30, 2022 and April 30, 2022     1,017       1,017   Additional paid-in capital     39,575       39,405   Retained earnings     251,635       216,181   Accumulated other comprehensive (loss) income     ( 4,038 )     6,918   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     264,106       239,438   Total liabilities and shareholders' equity   $ 455,545     $ 467,804     See accompanying Notes to Condensed Consolidated Financial Statements.   3 Table of Contents   NATIONAL BEVERAGE CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (In thousands, except per share amounts)         Three Months Ended       July 30,     July 31,       2022     2021                     Net sales   $ 318,117     $ 311,712                     Cost of sales     218,716       186,941                     Gross profit     99,401       124,771                     Selling, general and administrative expenses     52,923       54,443                     Operating income     46,478       70,328                     Other expense - net     84       15                     Income before income taxes     46,394       70,313                     Provision for income taxes     10,940       16,497                     Net income   $ 35,454     $ 53,816                     Earnings per common share:                 Basic   $ .38     $ .58   Diluted   $ .38     $ .58                     Weighted average common shares outstanding:                 Basic     93,338       93,306   Diluted     93,599       93,574     See accompanying Notes to Condensed Consolidated Financial Statements.   4 Table of Contents   NATIONAL BEVERAGE CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) (In thousands)         Three Months Ended       July 30,     July 31,       2022     2021                     Net income   $ 35,454     $ 53,816                     Other comprehensive loss, net of tax:                 Cash flow hedges     10,956       1,753                     Comprehensive income   $ 24,498     $ 52,063     See accompanying Notes to Condensed Consolidated Financial Statements.   5 Table of Contents   NATIONAL BEVERAGE CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED) (In thousands)         Three Months Ended       July 30, 2022     July 31, 2021       Shares     Amount     Shares     Amount   Series C Preferred Stock                                 Beginning and end of period     150     $ 150       150     $ 150                                     Common Stock                                 Beginning of period     101,712       1,017       101,676       1,016   Stock options exercised     -       -       12       1   End of Period     101,712       1,017       101,688       1,017                                     Additional Paid-In Capital                                 Beginning of period           39,405             38,375   Stock options exercised             -               58   Stock-based compensation             170               171   End of period             39,575               38,604                                     Retained Earnings                                 Beginning of period             216,181               337,672   Net income             35,454               53,816   End of period             251,635               391,488                                     Accumulated Other Comprehensive (Loss) Income                           Beginning of period             6,918               3,017   Cash flow hedges, net of tax             ( 10,956 )             ( 1,753 ) End of period             ( 4,038 )             1,264                                     Treasury Stock - Series C Preferred                                 Beginning and end of period     150       ( 5,100 )     150       ( 5,100 )                                   Treasury Stock - Common                                 Beginning and end of period     8,374       ( 19,133 )     8,374       ( 19,133 )                                   Total Shareholders' Equity           $ 264,106             $ 408,290     See accompanying Notes to Condensed Consolidated Financial Statements.   6 Table of Contents   NATIONAL BEVERAGE CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands)         Three Months Ended       July 30,     July 31,       2022     2021   Operating Activities:                 Net income   $ 35,454     $ 53,816   Adjustments to reconcile net income to net cash provided by (used in) operating activities:                 Depreciation and amortization     5,461       4,679   Deferred income taxes     1,072       ( 401 ) Loss on disposal of property, net     6       6   Stock-based compensation     170       171   Amortization of operating right of use assets     3,164       3,562   Changes in assets and liabilities:                 Trade receivables     ( 6,681 )     ( 12,174 ) Inventories     12,965       1,546   Operating lease right of use assets     ( 12,468 )     (924 ) Prepaid and other assets     11,656       ( 106 ) Accounts payable     ( 19,148 )     ( 3,834 ) Accrued and other liabilities     ( 344 )     12,509   Operating lease liabilities     9,310       ( 2,192 ) Net cash provided by operating activities     40,617       56,658                     Investing Activities:                 Additions to property, plant and equipment     ( 2,609 )     ( 4,770 ) Proceeds from sale of property, plant and equipment     3       -   Net cash used in investing activities     ( 2,606 )     ( 4,770 )                   Financing Activities:                 Proceeds from stock options exercised     -       58   Repayments of long-term debt      ( 30,000 )     -   Net cash (used in) provided by financing activities     ( 30,000 )     58                     Net Increase in Cash and Equivalents     8,011       51,946                     Cash and Equivalents - Beginning of Period     48,050       193,589                     Cash and Equivalents - End of Period   $ 56,061     $ 245,535                     Other Cash Flow Information:                 Interest paid   $ 192     $ 61   Income taxes (refunded) paid   $ ( 79 )   $ 222     See accompanying Notes to Condensed Consolidated Financial Statements.   7 Table of Contents   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 April 30, 2022. 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.   Inventories Inventories are stated at the lower of first -in, first -out cost or net realizable market. Inventories at July 30, 2022 were comprised of finished goods of $ 47.1 million and raw materials of $ 43.2 million. Inventories at April 30, 2022 were comprised of finished goods of $ 58.6 million and raw materials of $ 44.7 million.   8 Table of Contents   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, totaled $ 10.3 million for the three months ended July 30, 2022 and $ 12.4 million for the three months ended July 31, 2021.   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 totaled $ 23.6 million for the three months ended July 30, 2022 and $ 22.7 million for the three months ended July 31, 2021. 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)       July 30, 2022     April 30, 2022   Land   $ 9,835     $ 9,835   Buildings and improvements     66,501       65,697   Machinery and equipment     278,655       277,163   Total     354,991       352,695   Less accumulated depreciation     ( 212,633 )     ( 208,437 ) Property, plant and equipment – net   $ 142,358     $ 144,258     Depreciation expense was $ 4.5 million for three months ended July 30, 2022, and $ 3.9 million for the three months ended July 31, 2021.     3. DEBT   At July 30, 2022, a subsidiary of the Company maintained unsecured revolving credit facilities with banks aggregating $ 100 million (the “Credit Facilities”). The Credit Facilities expire from April 30, 2023 to October 28, 2024 and any borrowings would currently bear interest at 1.05 % above the Secured Overnight Financing Rate (SOFR). There were no borrowings outstanding under the Credit Facilities at July 30, 2022 or April 30, 2022. At July 30, 2022, $ 2.5 million of the Credit Facilities was reserved for standby letters of credit and $ 97.5 million was available for borrowings.   On December 21, 2021, a subsidiary of the Company entered into an unsecured revolving term loan facility with a national bank aggregating $ 50 million (the "Loan Facility").  The Loan Facility expires December 31, 2023 and Borrowings bear interest at .95% above the adjusted daily SOFR.  Since closing the Loan Facility, $ 50 million was borrowed and $ 30 million was outstanding at April 30, 2022.  There were no borrowings outstanding under the Loan Facility at July 30, 2022.     The Credit Facilities and Loan Facility 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 July 30, 2022, the subsidiary was in compliance with all loan covenants.    9 Table of Contents       4. STOCK-BASED COMPENSATION   During the three months ended July 30, 2022, there were no options to purchase shares of common stock exercised. At July 30, 2022, options to purchase 536,600 shares of common stock at a weighted average exercise price of $ 18.97 per share were outstanding and stock-based awards to purchase 5,387,005 shares of common stock were available for grant.     5. DERIVATIVE FINANCIAL INSTRUMENTS   From time to time, the Company enters 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 cash flow hedges. 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 for the quarters ended July 30, 2022 and July 31, 2021:       (In thousands)       2022     2021   Recognized in AOCI:                 Gain (loss) before income taxes   $ ( 15,010 )   $ 753   Less income tax (benefit) provision     ( 3,590 )     180   Net     ( 11,420 )     573   Reclassified from AOCI to cost of sales:                 Gain (loss) before income taxes     ( 608 )     3,057   Less income tax (benefit) provision      ( 144 )     731   Net     ( 464 )     2,326   Net change to AOCI   $ ( 10,956 )   $ ( 1,753 )   As of July 30, 2022, the notional amount of our outstanding aluminum swap contracts was $ 99.6 million and, assuming no change in commodity prices, $ 4.7 million of unrealized loss before tax will be reclassified from AOCI and recognized in earnings over the next 12 months.   As of July 30, 2022, the fair value of the derivative liability was $ 5.7 million, which was included in liabilities. At April 30, 2022, the fair value of the derivative asset was $ 8.8 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.   10 Table of Contents       6. LEASES   The Company has entered into various non-cancelable operating lease agreements for certain of our offices, buildings, machinery and equipment expiring at various dates through January 2030. 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 July 30, 2022 and July 31, 2021  was $ 3.4 million and $ 3.6  million, respectively.  As of July 30, 2022, the weighted-average remaining lease term and weighted average discount rate of operating leases was 3.9  years and 3.06 %, respectively. As of April 30, 2022, the weighted-average remaining lease term and weighted average discount rate of operating leases was 4.0 years and 3.08 %, respectively. Cash payments were $ 3.4 million for operating leases for the three months ended July 30, 2022 and $ 3.6 million for the three months ended July 31, 2021.   The following is a summary of future minimum lease payments and related liabilities for all non-cancelable operating leases as of July 30, 2022:       (In thousands)   Fiscal 2023 – Remaining 3 quarters   $ 9,327   Fiscal 2024     10,576   Fiscal 2025     7,797   Fiscal 2026     6,033   Fiscal 2027     5,156   Thereafter     3,441   Total minimum lease payments including interest     42,330   Less: Amounts representing interest     ( 1,774 ) Present value of minimum lease payments     40,556   Less: Current portion of lease obligations     ( 11,929 ) Non-current portion of lease obligations   $ 28,627       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.   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.   11 Table of Contents   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 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 July 30, 2022 (first quarter of fiscal 2023) compared to Three Months Ended July 31, 2021 (first quarter of fiscal 2022)   Net sales for the first quarter of fiscal 2023 increased 2.1% to $318.1 million from $311.7 million for the first quarter of fiscal 2022. The increase in sales resulted primarily from a 10.2% increase in average selling price per case partially offset by a 7.4% decrease in case volume. The volume decrease includes a 9.7% decrease in Power+ Brands primarily due to the volume decline of the sparkling water category, and reduced consumer promotional activity.    Gross profit for the first quarter of fiscal 2023 decreased to $99.4 million from $124.8 million for the first quarter of fiscal 2022. The decrease in gross profit is due to a 26.3% increase in cost of sales per case offset in part by increased average selling prices per case.  The cost of sales per case increase was due to increases in packaging, primarily aluminum, ingredients and labor costs. Gross margin was 31.2% for the first quarter of fiscal 2023 and 40.0% for the first quarter of fiscal 2022.   Selling, general and administrative expenses for the first quarter of fiscal 2023 decreased $1.5 million to $52.9 million from $54.4 million for the first quarter of fiscal 2022. The decrease was primarily due to a decrease in marketing costs partially offset by increased shipping costs.  As a percent of net sales, selling, general and administrative expenses decreased to 16.6% for the first quarter of fiscal 2023 from 17.5% for the first quarter of fiscal 2022.   12 Table of Contents   Other expense- net includes interest income of $24,000 for the first quarter of fiscal 2023 and $48,000 for the first quarter of fiscal 2022. The decrease in interest income is due to changes in average invested balances.   The Company’s effective income tax rate, based upon estimated annual income tax rates, was 23.6% for the first quarter of fiscal 2023 and 23.5% for the first quarter of fiscal 2022. 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 July 30, 2022, we maintained $150 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.   Cash Flows The Company’s cash position increased $8.0 million during the first quarter of fiscal 2023.  The Company repaid $30 million of outstanding indebtedness during the quarter.    Net cash provided by operating activities for the first quarter of fiscal 2023 amounted to $40.6 million compared to $56.7 million for the first quarter of fiscal 2022. Net cash provided by operating activities for the first quarter of fiscal 2023 was principally provided by net income of $35.5 million, depreciation and amortization of $5.5 million and amortization of right to use assets of $3.2 million, offset in part by changes in working capital and other accounts.   Net cash used in investing activities for the first quarter of fiscal 2023 reflects capital expenditures of $2.6 million, compared to capital expenditures of $4.8 million for the first quarter of fiscal 2022. Certain production capacity and efficiency improvement projects are in progress and anticipate fiscal 2023 capital expenditures will be comparable to fiscal 2022 levels.   Financial Position At July 30, 2022, our working capital decreased to $121.8 million from $129.2 million at April 30, 2022. The current ratio was 1.9 to 1 at both July 30, 2022 and April 30, 2022. Trade receivables increased $6.7 million and days sales outstanding improved to 28.7 from 30.0. Inventories decreased $13.0 million and inventory turns remained at 9.9 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 April 30, 2022.   13 Table of Contents   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.   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.   14 Table of Contents   PART II - OTHER INFORMATION   ITEM 1A. RISK FACTORS   There have been no material changes in risk factors from those reported in our Annual Report on Form 10-K for the fiscal year ended April 30, 2022.   ITEM 6. EXHIBITS   Exhibit No.   Description       31.1   Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002       31.2   Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002       32.1   Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002       32.2   Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002       101   The following financial information from National Beverage Corp. Quarterly Report on Form 10-Q for the quarterly period ended July 30, 2022, 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)   15 Table of Contents   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: September 8, 2022     National Beverage Corp.     (Registrant)             By: /s/  George R. Bracken       George R. Bracken       Executive Vice President – Finance       (Principal Financial Officer)       16