What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-07-02 compared with 2024-06-26 · 41 added, 54 removed, 91 unchanged (51% of the section changed)

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At June 16, 2025, there were approximately 48,041 holders of our Common Stock, the majority of which hold their shares in the names of banks, brokers and other financial institutions.

On June 12, 2024, the Company's board of directors declared a special cash dividend of $3.25 per share.

The special cash dividend will be paid on or before July 24, 2024 to shareholders of record on June 24, 2024.

The Company paid special cash dividends of $279.9 million ($3.00 per share) on January 29, 2021 and December 29, 2021, respectively.

The Company paid special cash dividends of $304.1 million ($3.25 per share) on July 24, 2024.

Our Board of Directors has authorized a program to repurchase 3.2 million shares of our common stock of which approximately 1.9 million shares remain available and authorized for repurchases.

No shares of our common stock were repurchased during the fiscal year ended May 3, 2025.

Performance Graph

The following graph shows a comparison of the five-year cumulative return of an investment of $100 cash on April 27, 2019, assuming reinvestment of dividends, of our Common Stock with the NASDAQ Composite Index, the Dow Jones US Soft Drinks Index and the S&P 500 Index.

Total Returns Index For:

National Beverage Corp.

NASDAQ Composite - Total Return

Dow Jones US Soft Drinks Index

S&P 500 Index - Total Return

The following graph shows a comparison of the five-year cumulative return of an investment of $100 cash on May 2, 2020, assuming reinvestment of dividends, of our Common Stock with the NASDAQ Composite Index, the Dow Jones US Soft Drinks Index and the S&P 500 Index.

MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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National Beverage Corp., in recent years, has transformed into an innovative, healthier refreshment company.

From our corporate philosophy, development of products and marketing to manufacturing, we are converting consumers to a ‘Better for You’ thirst quencher that compassionately cares for their nutritional health.

From our corporate philosophy to product development and marketing, we are converting consumers to a ‘Better for You’ thirst quencher that cares compassionately for their nutritional health.

We are committed to our quest to innovate for the joy, benefit and enjoyment of our consumers’ healthier lifestyle.

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;

Our portfolio of Power+ Brands includes LaCroix® sparkling water;

Clear Fruit® non-carbonated water beverages enhanced with fruit flavor;

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(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.

Presently, our primary market focus is the United States and Canada.

Presently, our primary market focus is the United States.

Certain of our beverages are also distributed on a limited basis in other countries and options to expand distribution to other regions are being pursued.

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Risk Factors” in Part I of this report for additional information about risks and uncertainties facing our Company.

Also, see Note 14 - Restatements for certain cash flow restatements.

Management believes these corrections did not in any way limit investment opportunities during these periods.

RESULTS OF OPERATIONS

The following section generally discusses the fiscal years ended April 27, 2024 (“Fiscal 2024”) and April 29, 2023 (“Fiscal 2023”) results and year-to-year comparisons between Fiscal 2024 and Fiscal 2023.

The following section generally discusses the fiscal years ended May 3, 2025 (“Fiscal 2025”) and April 27, 2024 (“Fiscal 2024”) results and year-to-year comparisons between Fiscal 2025 and Fiscal 2024.

Discussions of fiscal year ended April 29, 2023 (“Fiscal 2023”) results and year-to-year comparisons between Fiscal 2024 and Fiscal 2023 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended April 27, 2024, which is available free of charge on our website at www.nationalbeverage.com.

Fiscal 2025 consists of 53 weeks;

Fiscal 2024 and Fiscal 2023 both consisted of 52 weeks.

Net sales for Fiscal 2025 increased 0.8% to $1,201.4 million compared to $1,191.7 million for Fiscal 2024.

The increase in sales resulted from a 1.8% increase in average selling price per case, partially offset by a 0.2% decline in case volume.

The volume decline primarily impacted Power+Brands, partially offset by an increase in carbonated soft drink brands.

The increase in sales resulted primarily from a 1.7% increase in average selling price per case and an additional selling week, partially offset by a 0.9% decrease in case volume.

The decrease in case volume primarily impacted Power+ Brands, partially offset by an increase in carbonated soft drink brands .

Gross profit for Fiscal 2025 increased to $443.9 million compared to $428.5 million for Fiscal 2024.

The increase in gross profit was primarily due to the increased average selling price per case and a decline in packaging costs.

The cost of sales per case decreased 1.7% and gross margin increased to 36.0% compared to 33.8% for Fiscal 2023.

The increase in gross profit was primarily due to a decline in packaging costs and the increase in average selling price per case, partially offset by the decrease in case volume.

The average cost of sales per case remained relatively unchanged and gross margin increased to 37.0% compared to 36.0% for Fiscal 2024.

Shipping and handling costs are included in selling, general and administrative expenses, the classification of which is consistent with many beverage companies.

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Selling, general and administrative expenses for Fiscal 2025 decreased $1.4 million to $208.5 million from $209.9 million for Fiscal 2024.

The decrease was primarily due to a decrease in shipping costs, partially offset by an increase in marketing and selling costs.

The decrease was primarily due to reduced marketing spending and a decline in shipping and handling costs.

As a percentage of net sales, selling, general and administrative expenses decreased to 17.4% compared to 17.6% in Fiscal 2024 .

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Other income (expense), net includes primarily interest income of $9.3 million for Fiscal 2025 and $12.2 million for Fiscal 2024.

The increase in interest income is due to increased average invested balances and higher yields.

The decrease in interest income is due to decreased average invested balances.

For Fiscal 2025 and Fiscal 2024, our effective tax rates were 23.6% and 23.1%, respectively.

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Our principal sources of liquidity are our existing cash and cash-equivalents, cash generated from operations and borrowing capacity available under our revolving credit facilities.

At April 27, 2024, we had $327.0 million in cash and cash equivalents and maintained unsecured revolving credit facilities totaling $150 million, under which no borrowings were outstanding and $2.2 million was reserved for standby letters of credit.

At May 3, 2025, we had $193.8 million in cash and cash equivalents and maintained unsecured revolving credit facilities totaling $150 million, under which no borrowings were outstanding and $2.7 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.

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(“CMA”) of $12.0 million and $11.9 million for Fiscal 2025 and Fiscal 2024, respectively.

At April 27, 2024 and April 29, 2023, current liabilities included amounts due to CMA of $3.0 million and $2.9 million, respectively.

At May 3, 2025 and April 27, 2024, current liabilities included amounts due to CMA of $2.1 million and $3.0 million, respectively.

See Note 6 - Capital Stock and Transactions with Related Parties, of Notes to the Consolidated Financial Statements.

The Company’s cash position increased $169.0 million for Fiscal 2024 compared to an increase of $110.0 million for Fiscal 2023.

The Company’s cash position decreased $133.2 million in Fiscal 2025 primarily due to the payment of a special cash dividend of $304.1 million in the first quarter of fiscal 2025.

Net cash provided by operating activities for Fiscal 2025 was $206.7 million compared to $197.9 million for Fiscal 2024.

For Fiscal 2024, cash flow provided by operating activities was principally provided by an increase in operating income, a reduction in working capital other than cash, an increase in net interest income, partially offset by an increase in tax and lease payments.

For Fiscal 2025, cash flow provided by operating activities was principally provided by an increase in net income, partially offset by an increase in working capital excluding cash.

Net cash used in investing activities for Fiscal 2025 reflects capital expenditures of $36.3 million, compared to capital expenditures of $30.2 million for Fiscal 2024.

Expenditures for property, plant and equipment in Fiscal 2025 were primarily for capital projects to expand our capacity, enhance sustainability and packaging capabilities and improve efficiencies at our production facilities.

We intend to continue such projects in Fiscal 2025 and anticipate Fiscal 2025 capital expenditures to be comparable to Fiscal 2024.

We intend to continue such projects in Fiscal 2026 and anticipate Fiscal 2026 capital expenditures will not exceed Fiscal 2025 capital spending.

Net cash used in financing activities for Fiscal 2025 reflects payment of a special cash dividend of $304.1 million.

No dividends were paid during Fiscal 2024.

Financial Position

During Fiscal 2024, our working capital increased $176.9 million to $398.9 million.

The increase in working capital primarily resulted from increased cash and cash equivalents generated by operations of $169.0 million and other net working capital increases of $7.9 million.

Trade receivables decreased $2.1 million and days sales outstanding was 31.5 days at April 27, 2024 compared to 33.3 days at April 29, 2023.

Inventories decreased $9.0 million as a result of the reduced quantities of finished goods and raw materials.

During Fiscal 2025, our working capital decreased $131.7 million to $267.2 million.

The decrease in working capital and current ratio was primarily due to the payment of the $304.1 million cash dividend.

Trade receivables increased $1.3 million and days sales outstanding was 32.5 days at May 3, 2025 compared to 31.5 days at April 27, 2024.

Inventories increased $0.5 million as a result of increased quantities of finished goods and raw materials.

Annual inventory turns increased to 8.7 times from 8.6 times.

At April 27, 2024, the current ratio was 3.9 to 1 compared to 2.5 to 1 at April 29, 2023.

At May 3, 2025, the current ratio was 2.9 to 1 compared to 3.9 to 1 at April 27, 2024.

CONTRACTUAL OBLIGATIONS

Contractual obligations at April 27, 2024 are payable as follows:

Contractual obligations at May 3, 2025 are payable as follows:

(In thousands)

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We contribute to certain pension plans under collective bargaining agreements and to a discretionary profit-sharing plan.

Annual contributions were $3.8 million for Fiscal 2024 and Fiscal 2023, respectively.

Annual contributions were $4.2 million and $3.8 million for Fiscal 2025 and Fiscal 2024, respectively.

See Note 11- Pension Plans, of Notes to Consolidated Financial Statements.

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We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

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For these policies, we caution that future events rarely develop exactly as estimated and the best estimates routinely require adjustment.

We sell products to a variety of customers and extend credit based on an evaluation of each customer’s financial condition, generally without requiring collateral.

Exposure to credit losses varies by customer principally due to the financial condition of each customer.

We monitor our exposure to credit losses and maintain allowances for anticipated credit losses based on our experience with past due accounts, collectability and our analysis of customer data.

Impairment of Long-Lived Assets

All long-lived assets, excluding goodwill and intangible assets not subject to amortization, are evaluated for impairment on the basis of undiscounted cash flows whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Goodwill and intangible assets not subject to amortization are evaluated for impairment annually or sooner if we believe such assets may be impaired.

An impairment loss is written down to its estimated fair value based on discounted future cash flows.

The Company’s effective income tax rate is based on estimates of taxes which will ultimately be payable.

Deferred taxes are recorded to give recognition to temporary differences between the tax bases of assets or liabilities and their reported amounts in the financial statements.

Valuation allowances are established to reduce the carrying amounts of deferred tax assets when it is deemed, more likely than not, that the benefit of deferred tax assets will not be realized.

Insurance Programs

We maintain self-insured and deductible programs for certain liability, medical and workers’ compensation exposures.

Accordingly, we accrue for known claims and estimated incurred but not reported claims not otherwise covered by insurance based on actuarial assumptions and historical claims experience.

See Note 1- Significant Accounting Policies, of Notes to the Consolidated Financial Statements for a complete description of our significant accounting policies.

Revenue Recognition

We recognize revenue upon delivery to our customers, based on written sales terms that do not allow a right of return except in rare instances.

Our products are typically sold on credit;

however smaller direct-store delivery accounts may be sold on a cash basis.

Our credit terms normally require payment within 30 days of delivery and may allow discounts for early payment.

We estimate and reserve for credit losses based on our experience with past due accounts, collectability and our analysis of customer data.

Revenue is recognized when the performance obligation is satisfied.

Our written sales terms do not allow a right of return except in rare instances.

We offer various sales incentive arrangements to our customers that require customer performance or achievement of certain sales volume targets.

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Such differences are recorded once determined and have historically not been significant.

We sell products to a variety of customers and extend credit based on an evaluation of each customer’s financial condition, generally without requiring collateral.

Exposure to credit losses varies by customer principally due to the financial condition of each customer.

Our products are typically sold on credit;

however smaller direct-store delivery accounts may be sold on a cash on delivery basis.

Our credit terms normally require payment within 30 days of delivery and may allow discounts for early payment.

We estimate and reserve for credit losses based on our experience with past due accounts, collectability and our analysis of customer data.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

See Note 1 – Significant Accounting Policies – Recently Issued Accounting Pronouncements, of Notes to the Consolidated Financial Statements, for a full description of recent accounting pronouncements including the respective expected dates of adoption and expected effects on the Company’s consolidated financial position, results of operations or liquidity.

See Note 1 – Significant Accounting Policies - Recently Issued Accounting Pronouncements, of Notes to the Consolidated Financial Statements, for a complete description of recent accounting pronouncements including the respective expected dates of adoption and expected effects on the Company’s consolidated financial position, results of operations or liquidity.

FORWARD-LOOKING STATEMENTS

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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, technology failures or cyberattacks on our technology systems or our effective response to technology failures or cyberattacks on our customers’, suppliers’ or other third parties’ technology systems, government regulations, taxes or fees imposed on the sale of our products, unfavorable weather conditions, changing weather patterns and natural disasters, climate change or legislative or regulatory responses to such change and other factors referenced in this report, filings with the Securities and Exchange Commission and other reports to our stockholders.

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, including effects of potential tariffs, ability to recover cost increases, 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, technology failures or cyberattacks on our technology systems or our effective response to technology failures or cyberattacks on our customers’, suppliers’ or other third parties’ technology systems, government regulations, taxes or fees imposed on the sale of our products, unfavorable weather conditions, changing weather patterns and natural disasters, climate change or legislative or regulatory responses to such change and other factors referenced in this report, filings with the Securities and Exchange Commission and other reports to our stockholders.

We disclaim any 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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity