What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-07-02 compared with 2024-06-26 · 193 added, 259 removed, 398 unchanged (53% of the section changed)

10 unchanged sentences

85,109 84,603

Prepaid and other assets

Prepaid and other current assets

23,827 22,385

Total current assets

2 unchanged sentences

175,586 159,730

Operating lease right-of-use assets

Operating lease right-of-use assets, net

70,286 53,498

10 unchanged sentences

14,533 13,079

Income taxes payable

Total current liabilities

16 unchanged sentences

417,750 535,077

Accumulated other comprehensive income (loss)

4,911 ( 3,185 )

Accumulated other comprehensive income

Treasury stock - at cost:

9 unchanged sentences

NATIONAL BEVERAGE CORP.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

1 unchanged sentence

Fiscal Year Ended

$ 1,191,694 $ 1,172,932 $ 1,138,013

Cost of sales

763,243 776,143 720,208

428,451 396,789 417,805

Selling, general and administrative expenses

209,941 210,105 209,949

Operating income

218,510 186,684 207,856

Other income (expense), net

11,338 ( 242 ) ( 260 )

Income before income taxes

229,848 186,442 207,596

Provision for income taxes

53,116 44,278 49,084

$ 176,732 $ 142,164 $ 158,512

Earnings per common share:

$ 1.89 $ 1.52 $ 1.70

$ 1.89 $ 1.52 $ 1.69

Weighted average common shares outstanding:

93,429 93,347 93,323

93,630 93,608 93,599

The accompanying notes are an integral part of these consolidated financial statements.

NATIONAL BEVERAGE CORP.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

1 unchanged sentence

Fiscal Year Ended

$ 176,732 $ 142,164 $ 158,512

Other comprehensive income (loss), net of tax:

Cash flow hedges

7,910 ( 10,130 ) 3,882

8,096 ( 10,103 ) 3,901

Comprehensive income

$ 184,828 $ 132,061 $ 162,413

The accompanying notes are an integral part of these consolidated financial statements.

6 unchanged sentences

April 29, 2023

April 30, 2022

Series C Preferred Stock

Beginning and end of year

150 $ 150 150 $ 150 150 $ 150

Beginning of year

101,727 1,017 101,712 1,017 101,676 1,016

Stock options exercised

215 2 15 - 36 1

101,942 1,019 101,727 1,017 101,712 1,017

Additional Paid-In Capital

Beginning of year

40,393 39,405 38,375

Stock options exercised

1,314 311 335

Stock-based compensation expense

42,588 40,393 39,405

Retained Earnings

Beginning of year

358,345 216,181 337,672

176,732 142,164 158,512

Common stock cash dividend

- - ( 280,003 )

535,077 358,345 216,181

Accumulated Other Comprehensive Income (Loss)

Beginning of year

( 3,185 ) 6,918 3,017

Cash flow hedges

7,910 ( 10,130 ) 3,882

4,911 ( 3,185 ) 6,918

Cash flow hedges, net of tax

Other, net of tax

Treasury Stock - Series C Preferred

Beginning and end of year

150 ( 5,100 ) 150 ( 5,100 ) 150 ( 5,100 )

Treasury Stock - Common

Beginning and end of year

8,374 ( 19,133 ) 8,374 ( 19,133 ) 8,374 ( 19,133 )

Repurchase of common stock

8,374 ( 19,133 ) 8,374 ( 19,133 ) 8,374 ( 19,133 )

Total Shareholders' Equity

$ 559,512 $ 372,487 $ 239,438

The accompanying notes are an integral part of these consolidated financial statements.

NATIONAL BEVERAGE CORP.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

1 unchanged sentence

Fiscal Year Ended

(As Restated)

Operating Activities:

$ 176,732 $ 142,164 $ 158,512

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

20,161 20,041 18,544

Non-cash operating lease expense

Deferred income taxes

907 ( 821 ) 5,326

Loss (gain) on disposal of property, plant and equipment, net

Stock-based compensation expense

Non-cash operating lease expense

14,039 13,240 13,258

Changes in assets and liabilities:

Trade receivables

2,081 ( 11,326 ) ( 7,150 )

8,975 9,740 ( 31,838 )

Prepaid and other assets

( 8,151 ) 8,275 ( 13,797 )

Accounts payable

( 6,823 ) ( 10,193 ) 6,545

Accrued and other liabilities

3,885 2,941 ( 3,731 )

Operating lease liabilities

( 14,792 ) ( 13,214 ) ( 13,224 )

Net cash provided by operating activities

197,907 161,665 133,133

Investing Activities:

Purchases to property, plant and equipment

( 30,300 ) ( 21,979 ) ( 29,015 )

Purchases of property, plant and equipment

Proceeds from sale of property, plant and equipment

Net cash used in investing activities

( 30,248 ) ( 21,952 ) ( 29,004 )

Financing Activities:

Borrowing under Loan Facility

Repayments under Loan Facility

- ( 30,000 ) ( 20,000 )

Repayments of Loan Facility

Dividends paid on common stock

- - ( 280,003 )

Proceeds from exercises of stock options

1,314 311 335

Net cash provided by (used in) financing activities

1,314 ( 29,689 ) ( 249,668 )

Net Increase (Decrease) in Cash and Equivalents

168,973 110,024 ( 145,539 )

Net cash (used in) provided by financing activities

Net (Decrease) Increase in Cash and Cash Equivalents

Cash and Cash Equivalents - Beginning of Year

158,074 48,050 193,589

Cash and Cash Equivalents - End of Year

$ 327,047 $ 158,074 $ 48,050

Supplemental Cash Flow Information:

Interest paid

$ 228 $ 315 $ 371

Income taxes paid

$ 55,971 $ 37,831 $ 51,958

Non-Cash Activities:

Right-of- use assets obtained in exchange for lease liabilities

$ 28,039 $ 23,495 $ 6,054

The accompanying notes are an integral part of these consolidated financial statements.

3 unchanged sentences

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.

develops, produces, markets and sells a distinctive portfolio of sparkling waters, juices, energy drinks and carbonated soft drinks primarily in the United States.

Incorporated in Delaware in 1985, National Beverage Corp.

8 unchanged sentences

All significant intercompany transactions and accounts have been eliminated.

Our fiscal year ends the Saturday closest to April 30 and, as a result, an additional week is added every five or six years.

The fiscal year ended April 27, 2024 ( “Fiscal 2024” ), April 29, 2023 ( “Fiscal 2023” ) and April 30, 2022 ( “Fiscal 2022” ) and all consisted of 52 weeks.

The fiscal year ending May 3, 2025 ( “Fiscal 2025” ) will consist of 53 weeks.

The Company’s fiscal year ends the Saturday closest to April 30 and, as a result, an additional week is added every five or six years.

The fiscal year ended May 3, 2025 ( “Fiscal 2025” ) consisted of 53 weeks.

The fiscal years ended April 27, 2024 ( “Fiscal 2024” ) and April 29, 2023 ( “Fiscal 2023” ) both consisted of 52 weeks.

Segment Reporting

The Company operates as a single operating segment for purposes of presenting financial information and evaluating performance.

As such, the accompanying consolidated financial statements present financial information in a format that is consistent with the internal financial information used by management.

The Company has one reportable segment for purposes of presenting financial information and evaluating performance.

See Note 13 - Segment Information, for additional information.

Use of Estimates

The preparation of our financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

Although these estimates are based on management’s knowledge of current events and anticipated future actions, actual results may vary from reported amounts.

1 unchanged sentence

The carrying values of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to the relatively short maturity of the respective instruments.

Derivative financial instruments which are used to partially mitigate our exposure to changes in certain raw material costs are recorded at fair value.

As of May 3, 2025 and April 27, 2024, cash and cash equivalents included money-market instruments of $ 109.1 million and $ 240.9 million, respectively.

These financial instruments are Level 1 as defined by the fair value hierarchy since they are based on quoted prices in active markets for identical assets and liabilities.

Derivative financial instruments which are used to partially mitigate the Company’s exposure to changes in certain raw material costs are recorded at fair value.

Derivative financial instruments are not used for trading or speculative purposes.

3 unchanged sentences

Cash and Cash Equivalents

Cash and cash equivalents are comprised of cash and highly liquid securities (consisting primarily of bank deposits and short-term government money-market investments).

Cash and cash equivalents are comprised of cash and highly liquid securities (consisting primarily of bank deposits and short-term government money-market investments) with original maturities of three months or less from the date of purchase.

Trade Receivables, Net

2 unchanged sentences

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

The Company continually monitors our exposure to credit losses and maintains allowances for anticipated credit losses based on our experience with past due accounts, collectability and our analysis of customer data.

The Company continually monitors its exposure to credit losses and maintains allowances for anticipated credit losses based on its experience with past due accounts, collectability and its analysis of customer data.

Actual future losses from uncollectible accounts could differ from the Company’s estimate.

3 unchanged sentences

$ 868 $ 523 $ 559

Net charge (credit) to expense

427 11 ( 581 )

Net charge to expense

Net charge-off

2 unchanged sentences

$ 1,224 $ 868 $ 523

At April 27, 2024 and April 29, 2023, no customer comprised more than 10% of trade receivables.

No customer accounted for more than 10% of net sales during any of the last three fiscal years.

The Company’s trade receivables, net balances as of April 29, 2023 and April 30, 2022 were $ 104.9 million and $ 93.6 million, respectively.

Inventories are stated at the lower of first -in, first -out cost or net realizable value.

Adjustments, if required, to reduce the cost of inventory to net realizable value are made for estimated excess, obsolete or impaired balances.

Inventories at April 27, 2024 were comprised of finished goods of $ 50.3 million and raw materials of $ 34.3 million.

Inventories at May 3, 2025 were comprised of finished goods of $ 44.0 million and raw materials of $ 41.1 million.

Inventories at April 27, 2024 were comprised of finished goods of $ 50.3 million and raw materials of $ 34.3 million.

5 unchanged sentences

When assets are retired or otherwise disposed, the cost and accumulated depreciation are removed from the respective accounts and any related gain or loss is recognized.

The Company leases office and warehouse space, machinery and other equipment under noncancelable operating lease agreements and also leases certain warehouse space under lease agreements.

The Company leases office and warehouse space, machinery and other equipment under noncancelable operating lease agreements.

The Company uses the following policies and assumptions to evaluate its leases:

9 unchanged sentences

Recognizing leases:

The Company does not recognize leases with a contractual term of less than 12 months on its consolidated balance sheets.

The Company does not recognize leases with an initial contractual term of less than 12 months on its consolidated balance sheets.

Lease expense for these short-term leases is expensed on a straight-line basis over the lease term.

1 unchanged sentence

Certain leases contain scheduled rent increases or escalation clauses, which can be based on the Consumer Price Index or other rates.

The Company assesses each contract individually and applies the appropriate variable payments based on the terms of the agreement.

The Company assesses each contract individually based on the terms of the agreement.

Renewal options and/or purchase options:

3 unchanged sentences

Intangible Assets

Intangible assets at April 27, 2024 and April 29, 2023 consisted of non-amortizable acquired trademarks.

Intangible assets at May 3, 2025 and April 27, 2024 consisted of non-amortizable acquired trademarks.

Impairment of Long-Lived Assets

2 unchanged sentences

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

Insurance Programs

Insurance Reserves

The Company maintains self-insured and deductible programs for certain liability, medical and workers’ compensation exposures.

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

At April 27, 2024 and April 29, 2023, other liabilities included accruals of $ 5.5 million and $ 5.5 million, respectively, for estimated non-current risk retention exposures, of which $ 4.0 million and $ 4.1 million, respectively, was covered by insurance at both dates and included as a component of non-current other assets.

At May 3, 2025 and April 27, 2024, other liabilities included accruals of $ 5.5 million for estimated non-current risk retention exposures, of which $ 3.8 million and $ 4.0 million, respectively, was covered by insurance at both dates and included as a component of non-current other assets.

Revenue Recognition

Revenue is recognized 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.

The Company estimates and reserves for credit losses based on our experience with past due accounts, collectability and our analysis of customer data.

Various sales incentive arrangements are offered to our customers that require customer performance or achievement of certain sales volume targets.

Revenue is recognized when the performance obligation is satisfied.

The Company’s written sales terms do not allow a right of return except in rare instances.

The Company’s products are typically sold on credit;

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

The Company’s credit terms normally require payment within 30 days of delivery and may allow discounts for early payment.

The Company estimates and reserves for credit losses based on the Company’s experience with past due accounts, collectability and its analysis of customer data.

Various sales incentive arrangements are offered to the Company’s customers that may require customer performance or achievement of certain sales volume targets.

Sales incentives are accrued over the period of benefit or expected sales.

When the incentive is paid in advance, the aggregate incentive is recorded as a prepaid asset and amortized over the period of benefit.

When an incentive is paid in advance, the aggregate incentive is recorded as a prepaid asset and amortized over the period of benefit.

The recognition of these incentives involves the use of judgment related to performance and sales volume estimates that are made based on historical experience and other factors.

4 unchanged sentences

Shipping and handling costs were $ 75.5 million, $ 77.8 million and $ 86.8 million for Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively.

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.

Although the Company’s classification is consistent with many beverage companies, its gross margin may not be comparable to companies that include shipping and handling costs in cost of sales.

Marketing Costs

The Company utilizes a variety of marketing programs, including cooperative advertising programs with customers, to advertise and promote our products to consumers.

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.

1 unchanged sentence

Income taxes are accounted for under the asset and liability method.

Deferred tax assets and liabilities are recognized for the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and the future tax consequences attributable to operating losses and tax credit carryforwards, if applicable.

Deferred tax assets and liabilities are recognized for the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

A valuation allowance would be provided against deferred tax assets if the Company determines it is more likely than not such assets will not ultimately be realized.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

A valuation allowance will be provided against deferred tax assets if the Company determines it is more likely than not such assets will not ultimately be realized.

Earnings Per Common Share

3 unchanged sentences

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023 - 09, “Income Taxes (Topic 740 ):

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023 - 07, “Segment Reporting (Topic 280 ):

Improvements to Reportable Segment Disclosures,” which requires additional disclosure of significant segment expenses included in the reported measure of segment profit or loss and regularly provided to the Chief Operating Decision Maker.

This standard does not change how an entity identifies its operating segments or applies quantitative thresholds to determine its reportable segments.

The standard is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years beginning after December 15, 2024.

The Company adopted ASU 2023 - 07 effective for Fiscal 2025 without a material impact on its consolidated financial statements.

See Note 13 -Segment Information, for disclosure related to the Company’s segment reporting.

In December 2023, the FASB issued ASU 2023 - 09, “Income Taxes (Topic 740 ):

Improvements to Income Tax Disclosures,” which requires disclosure of specific categories in the rate reconciliation, including additional information for reconciling items that meet a quantitative threshold and specific disaggregation of income taxes paid and tax expense.

1 unchanged sentence

Early adoption is permitted.

The Company is currently evaluating the impact of adoption of this standard on its consolidated financial statements and does not expect a material impact upon adoption.

In November 2023, the FASB issued ASU 2023 - 07, “Segment Reporting (Topic 280 ):

This standard does not change how an entity identifies its operating segments or applies quantitative thresholds to determine its reportable segments The standard is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company is currently evaluating the impact of adoption of this standard on its consolidated financial statements and does not expect a material impact upon adoption.

The Company intends to adopt ASU 2023 - 09 on a prospective basis for its fiscal year ended May 2, 2026.

In November 2024, the FASB issued ASU 2024 - 03, “Income Statement –Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220 - 40 ):

Disaggregation of Income Statement Expenses,” which requires entities to disaggregate operating expenses into specific categories such as employee compensation, depreciation, and intangible asset amortization, by relevant expense caption on the statement of operations.

The standard is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted on either a prospective or retrospective basis.

The Company is currently evaluating the impact of adopting ASU 2024 - 03 on its consolidated financial statements and related disclosures.

PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net at April 27, 2024 and April 29, 2023 consisted of the following:

Property, plant and equipment, net at May 3, 2025 and April 27, 2024 consisted of the following:

(In thousands)

9 unchanged sentences

$ 175,586 $ 159,730

Machinery and equipment included construction-in-progress in the amounts of $ 37.7 million and $ 32.5 million as of May 3, 2025 and April 27, 2024, respectively.

Depreciation expense was $ 20.3 million, $ 18.9 million and $ 17.7 million for Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively.

Depreciation expense is recorded in cost of sales and selling, general and administrative expenses.

ACCRUED LIABILITIES

Accrued liabilities at April 27, 2024 and April 29, 2023 consisted of the following:

Accrued liabilities at May 3, 2025 and April 27, 2024 consisted of the following:

(In thousands)

7 unchanged sentences

$ 43,521 $ 46,565

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 July 2035.

The Company does not assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement.

The Company has entered into various non-cancelable operating lease agreements for certain of its offices, buildings, machinery and equipment expiring at various dates through January 2037.

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 was $ 17.0 million, $ 15.9 million and $ 14.4 million in Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively.

As of April 27, 2024, the weighted-average remaining lease term and weighted average discount rate of operating leases were 4.80 years and 4.30 %, respectively.

As of May 3, 2025, the weighted-average remaining lease term and weighted average discount rate of operating leases were 5.92 years and 4.52 %, respectively.

As of April 27, 2024, the weighted-average remaining lease term and weighted average discount rate of operating leases were 4.80 years and 4.30 %, respectively.

Cash paid for amounts included in the measurement of operating lease liabilities were $ 16.4 million, $ 15.4 million and $ 14.3 million for Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively.

The following is a summary of future minimum lease payments and related liabilities for all non-cancelable operating leases at April 27, 2024:

The following is a summary of future minimum lease payments and related liabilities for all non-cancelable operating leases at May 3, 2025:

(In thousands)

2 unchanged sentences

Present value of minimum lease payments

Current portion of operating lease liabilities

Non-current portion of operating lease liabilities

At April 27, 2024, a subsidiary of the Company maintained unsecured revolving credit facilities with banks aggregating $ 100 million (the “Credit Facilities”).

The Credit Facilities expire from October 28, 2024 to May 30, 2025 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 April 27, 2024 or April 29, 2023.

At April 27, 2024, $ 2.2 million of the Credit Facilities was reserved for standby letters of credit and $ 97.8 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”).

There were no borrowings outstanding under the Loan Facility at April 27, 2024 or April 29, 2023.

Current portion of lease liabilities

Non-current portion of lease liabilities

At May 3, 2025, a subsidiary of the Company maintained unsecured revolving credit facilities with banks aggregating $ 100 million (the “Credit Facilities”).

The Credit Facilities expire from September 10, 2027 to May 30, 2028 and any borrowings would currently bear interest at 1.15 % above the Secured Overnight Financing Rate (“ SOFR ”).

There were no borrowings outstanding under the Credit Facilities at May 3, 2025 or April 27, 2024.

At May 3, 2025, $ 2.7 million of the Credit Facilities was reserved for standby letters of credit and $ 97.3 million was available for borrowings.

A subsidiary of the Company also maintains an unsecured revolving term loan facility with a national bank aggregating $ 50 million (the “Loan Facility”).

There were no borrowings outstanding under the Loan Facility at May 3, 2025 or April 27, 2024.

The Loan Facility expires December 31, 2027 and borrowings would bear interest at 1.15 % above the adjusted daily SOFR .

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 agreements) and contain other restrictions, none of which are expected to have a material effect on our operations or financial position.

At April 27, 2024, the subsidiary was in compliance with all loan covenants.

At May 3, 2025, the subsidiary was in compliance with all loan covenants.

CAPITAL STOCK AND TRANSACTIONS WITH RELATED PARTIES

The Company paid a special cash dividend on Common Stock of approximately $ 280 million on each of December 29, 2021 and January 29, 2021 at $ 3.00 per share.

See Note 13 – Subsequent Event for cash dividend declared subsequent to year end.

The Company paid a special cash dividend of $ 3.25 per share on Common Stock aggregating $ 304.1 million on July 24, 2024.

The Company is a party to a management agreement with Corporate Management Advisors, Inc.

(CMA), a corporation owned by our Chairman and Chief Executive Officer.

(CMA), a corporation owned by its Chairman and Chief Executive Officer.

This agreement was originated in 1991 for the efficient use of management of two public companies at the time.

In 1994, one of those public entities, through a merger, was no longer managed in this manner.

Under the terms of the agreement, CMA provides, subject to the direction and supervision of the Board of Directors of the Company, (i) senior corporate functions (including supervision of the Company’s financial, legal, executive recruitment, internal audit and information systems departments) as well as the services of a Chief Executive Officer and Chief Financial Officer and (ii) services in connection with acquisitions, dispositions and financings by the Company, including identifying and profiling acquisition candidates, negotiating and structuring potential transactions and arranging financing for any such transaction.

3 unchanged sentences

During the past three years, the joint operating costs have averaged approximately $ 1.1 million per year.

In Fiscal 2022, the Company paid $ 0.4 million to acquire its ownership interest from the lessor and lease payments ended.

The management agreement provides that the Company will pay CMA an annual base fee equal to one percent of the consolidated net sales of the Company and further provides that the Compensation and Stock Option Committee and the Board of Directors may from time-to-time award additional incentive compensation to CMA or its personnel.

The Board of Directors on various occasions contemplated incentive compensation to CMA, however, since the inception of this agreement, no incentive compensation has been paid.

We incurred management fees to CMA of $ 11.9 million, $ 11.7 million and $ 11.4 million for Fiscal 2024, Fiscal 2023 and Fiscal 2022, 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.

The Company incurred management fees to CMA of $ 12.0 million, $ 11.9 million and $ 11.7 million for Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively, which are recorded in general and administrative expenses.

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

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 containers.

From time to time, the Company enters into aluminum swap contracts to partially mitigate its exposure to changes in the cost of aluminum containers.

Such financial instruments are designated and accounted for as cash flow hedges.

3 unchanged sentences

Recognized in AOCI-

(Loss) gain before income taxes

Gain (loss) before income taxes

$ 6,580 $ ( 425 ) $ ( 21,100 )

income tax (benefit) provision

income tax provision (benefit)

1,547 ( 111 ) ( 5,047 )

1 unchanged sentence

Reclassified from AOCI to cost of sales-

(Loss) gain before income taxes

Gain (loss) before income taxes

5,887 ( 10,805 ) ( 7,785 )

income tax (benefit) provision

income tax provision (benefit)

1,389 ( 2,581 ) ( 1,862 )

2 unchanged sentences

$ 535 $ 7,910 $ ( 10,130 )

As of April 27, 2024, the total notional amount of our outstanding aluminum swap contracts was $ 52.4 million and, assuming no change in the commodity prices, $ 5.7 million of unrealized gain before tax will be reclassified from AOCI and recognized into earnings over the next 12 months.

As of May 3, 2025, the total notional amount of outstanding aluminum swap contracts was $ 57.7 million and, assuming no change in the commodity prices, $ 6.4 million of unrealized gain before tax will be reclassified from AOCI and recognized into earnings over the next 12 months.

The maximum length of time for which the Company hedges its exposure to the variability of future cash flows is less than three years.

The Company is not subject to any legally enforceable master netting arrangements and does not offset fair value amounts recognized for derivative instruments.

As of May 3, 2025, the fair value of the derivative asset was $ 7.4 million, which was included in prepaid and other assets .

The fair value of the derivative liability was $ 1.0 million, which was included in accrued liabilities .

As of April 27, 2024, the fair value of the derivative asset was $ 5.7 million, which was included in prepaid and other assets .

As of April 29, 2023, the fair value of the derivative liability, which was included in accrued liabilities , was $ 4.6 million.

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.

The provision for income taxes consisted of the following:

The provision (benefit) for income taxes consisted of the following:

(In thousands)

3 unchanged sentences

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.

Deferred tax assets and liabilities at April 27, 2024 and April 29, 2023 consisted of the following:

A valuation allowance would be provided against deferred tax assets if the Company determines it is more likely than not such assets will not ultimately be realized.

Deferred tax assets and liabilities at May 3, 2025 and April 27, 2024 consisted of the following:

(In thousands)

5 unchanged sentences

Deferred tax liabilities:

Property, plant, and equipment

24,468 25,002

4 unchanged sentences

$ 23,010 $ 23,247

The reconciliation of the statutory federal income tax rate to our effective tax rate is as follows:

The reconciliation of the statutory federal income tax rate to the effective tax rate is as follows:

Statutory federal income tax rate

5 unchanged sentences

23.6 % 23.1 % 23.7 %

At April 27, 2024, the gross amount of unrecognized tax benefits was $ 2.1 million.

At May 3, 2025, the gross amount of unrecognized tax benefits was $ 2.2 million.

During Fiscal 2025, the income tax expense recognized related to uncertain tax positions was immaterial.

If the Company were to prevail on all uncertain tax positions, the net effect would be to reduce our income tax expense by approximately $ 1.7 million.

If the Company were to prevail on all uncertain tax positions, the net effect would be to reduce its income tax expense by approximately $ 1.7 million.

A reconciliation of the changes in the gross amount of unrecognized tax benefits, which amounts are included in other liabilities in the accompanying consolidated balance sheets, is as follows:

8 unchanged sentences

Accrued interest and penalties related to unrecognized tax benefits are recognized as a component of income tax expense.

At April 27, 2024, unrecognized tax benefits included accrued interest of $ 0.3 million.

During Fiscal 2024, the interest and penalties related to uncertain tax positions recognized in income tax expense was immaterial.

At May 3, 2025, unrecognized tax benefits included accrued interest of $ 0.3 million.

During Fiscal 2025, interest and penalties related to uncertain tax positions recognized in income tax expense were immaterial.

Annual income tax returns are filed in the United States and in various state and local jurisdictions.

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The Company adjusts these unrecognized tax benefits, as well as the related interest, in light of changing facts and circumstances.

The resolution of any particular uncertain tax position could require the use of cash and an adjustment to our provision for income taxes in the period of resolution.

The resolution of any particular uncertain tax position could require the use of cash and an adjustment to its provision for income taxes in the period of resolution.

Federal income tax returns for years subsequent to Fiscal 2019 are subject to examination.

Generally, the income tax returns for the various state jurisdictions are subject to examination for years ending after Fiscal 2017.

Generally, the income tax returns for the various state jurisdictions for years subsequent to Fiscal 2018 are subject to examination.

LEGAL PROCEEDINGS

The Company has been named in certain legal proceedings, including those containing class action allegations.

The Company has been named in certain legal proceedings.

The Company is vigorously defending all legal proceedings and believes litigation will not have a material adverse effect on the Company’s financial position, cash flows or results of operations.

STOCK-BASED COMPENSATION

Our stock-based compensation program is a broad-based program designed to attract and retain personnel while also aligning participants’ interests with the interests of the shareholders.

The Company’s stock-based compensation program is a broad-based program designed to attract and retain personnel while also aligning participants’ interests with the interests of the shareholders.

The 1991 Omnibus Incentive Plan (the “Omnibus Plan”) provides for compensatory awards consisting of (i) stock options or stock awards for up to 9,600,000 shares of common stock, (ii) stock appreciation rights, dividend equivalents, other stock-based awards in amounts up to 9,600,000 shares of common stock and (iii) performance awards consisting of any combination of the above.

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Awards may be granted for no cash consideration or such minimal cash consideration as may be required by law.

Options generally have an exercise price equal to the fair market value of our common stock on the date of grant, vest over a five -year period and expire after ten years.

Options generally have an exercise price equal to the fair market value of the Company’s common stock on the date of grant, vest over a five -year period, and expire after ten years.

The Special Stock Option Plan provides for the issuance of stock options to purchase up to an aggregate of 3,600,000 shares of common stock.

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The vesting schedule and exercise price of these options are tied to the recipient’s ownership level of common stock, the terms generally allow for the reduction in exercise price upon each vesting period and the options generally expire after ten years.

Also, the Board of Directors authorized the issuance of options to purchase up to 100,000 shares of common stock to be issued at the direction of the Chairman.

The Board of Directors has also authorized the issuance of options to purchase up to 100,000 shares of common stock to be issued at the direction of the Chairman.

The Key Employee Equity Partnership Program (“KEEP Program”) provides for the granting of stock options to purchase up to 480,000 shares of common stock to key employees, consultants, directors and officers.

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The Company estimates expected forfeitures based upon historical experience.

No stock options were granted in Fiscal 2024 or Fiscal 2023.

In Fiscal 2022, stock options for 30,000 shares were granted with a weighted-average grant date fair value of $ 6.91 .

The weighted average Black-Scholes fair value assumptions for stock options granted in Fiscal 2022 were as follows:

weighted average expected life of 6.5 years;

weighted average expected volatility of 20.74%;

weighted average risk-free interest rate of .82%;

and expected dividend yield of 2.48 %.

The expected life of stock options was estimated based on historical experience.

The expected volatility was estimated based on historical stock prices for a period consistent with the expected life of stock options.

No stock options were granted in Fiscal 2025, Fiscal 2024 or Fiscal 2023.

For stock options granted prior to Fiscal 2023, the expected life of stock options was estimated based on historical experience and the expected volatility was estimated based on historical stock prices for a period consistent with the expected life of stock options.

The risk-free interest rate was based on the U.S.

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(a) Weighted average exercise price.

Stock-based compensation expense was $ 0.9 million, $ 0.7 million, $ 0.7 million for Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively.

Stock-based compensation expense was $ 0.6 million, $ 0.9 million and $ 0.7 million for Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively.

The total income tax benefits related to stock-based compensation were $ 0.5 million, $ 1.7 million and $ 0.2 million for Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively.

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Cash proceeds from the exercise of stock options were $ 0.5 million, $ 1.3 million and $ 0.3 million for Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively.

At April 27, 2024, unrecognized compensation expense related to the unvested portion of stock options was $ 1.4 million, which is expected to be recognized over a remaining weighted average period of 1.6 years.

The weighted average remaining contractual term and the aggregate intrinsic value for options outstanding at April 27, 2024 was 5.4 years and $ 5.5 million, respectively.

The weighted average remaining contractual term and the aggregate intrinsic value for options exercisable at April 27, 2024 was 4.7 years and $ 3.3 million, respectively.

At May 3, 2025, unrecognized compensation expense related to the unvested portion of stock options was $ 0.8 million, which is expected to be recognized over a remaining weighted average period of 0.9 years.

The weighted average remaining contractual term and the aggregate intrinsic value for options outstanding at May 3, 2025 was 5.3 years and $ 4.0 million, respectively.

The weighted average remaining contractual term and the aggregate intrinsic value for options exercisable at May 3, 2025 were 5.3 years and $ 2.9 million, respectively.

PENSION PLANS

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PPA Zone Status

Pension Fund Fiscal

FIP/RP Status Surcharge

Fiscal Fiscal Surcharge

Pension Fund 2025 2024 FIP/RP Status Imposed

Central States, Southeast and Southwest Areas Pension Plan (EIN no.

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The collective bargaining agreement for employees in the CSSS Fund expires on October 18, 2026.

The collective bargaining agreement for employees in the WCT Fund expired on May 14, 2024 and is currently being negotiated.

The collective bargaining agreement for employees in the WCT Fund expires on May 14, 2029.

The Company’s contributions for all multi-employer pension plans for the last three fiscal years are as follow:

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$ 1.8 $ 1.6 $ 1.6

WCT Fund 0.8 0.8 0.8

Other multi-employer pension funds 0.2 0.2 0.2

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COMMITMENTS AND CONTINGENCIES

The Company has certain purchase commitments that have a remaining term of less than one year.

The Company enters into various agreements with suppliers for the purchase of raw materials, the terms of which may include variable or fixed pricing and minimum purchase quantities.

At April 27, 2024, the Company had purchase commitments for raw materials of $ 35.4 million through 2026.

At April 27, 2024, the Company had purchase commitments for plant and equipment of $ 3.7 million anticipated to be completed in Fiscal 2025.

SUBSEQUENT EVENT

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 identified corrections required to be made to its consolidated statements of cash flows for Fiscal 2023 and Fiscal 2022 and all quarterly periods within each of the three year period ended April 27, 2024, as the controls did not operate at a level precise enough to detect errors in certain calculations within the Consolidated Statements of Cash Flows and the presentation of right-of-use assets obtained in exchange for lease liabilities as supplemental non-cash items.

These corrections do not impact the overall financial statements and “Net Cash Provided By Operating Activities”.

These corrections do not impact the Company’s overall cash position, its consolidated balance sheets, its consolidated statements of income, its consolidated statements of comprehensive income, or its consolidated statements of changes in stockholders’ equity as of or for Fiscal 2023, Fiscal 2022 and all quarterly periods within each of the three year period ended April 27, 2024.

A summary of the impact on the consolidated statement of cash flows is as follows (in thousands):

Fiscal Year Ended April 29, 2023

Fiscal Year Ended April 30, 2022

Operating Activities:

Operating lease right-of-use asset

$ ( 23,495 ) $ 23,495 $ - $ ( 6,054 ) $ 6,054 $ -

Prepaid and other assets

15,472 ( 7,197 ) 8,275 ( 5,084 ) ( 8,713 ) ( 13,797 )

Accrued and other liabilities

( 4,256 ) 7,197 2,941 ( 12,444 ) 8,713 ( 3,731 )

Operating lease liabilities

10,281 ( 23,495 ) ( 13,214 ) ( 7,170 ) ( 6,054 ) ( 13,224 )

Net cash provided by operating activities

161,665 - 161,665 133,133 - 133,133

Right-of- use assets obtained in exchange for lease liabilities

$ - $ 23,495 23,495 $ - $ 6,054 $ 6,054

Three Months Ended July 29, 2023

Six Months Ended October 28, 2023

Nine Months Ended January 27, 2024

Operating Activities:

Operating lease right-of-use asset

$ ( 3,589 ) $ 3,589 $ - $ ( 11,877 ) $ 11,877 $ - $ ( 27,905 ) $ 27,905 $ -

Prepaid and other assets

1,475 84 1,559 ( 600 ) ( 5,817 ) ( 6,417 ) ( 3,186 ) ( 8,600 ) ( 11,786 )

Accrued and other liabilities

9,562 ( 84 ) 9,478 ( 4,205 ) 5,817 1,612 ( 7,485 ) 8,600 1,115

Operating lease liabilities

287 ( 3,589 ) ( 3,329 ) 3,586 ( 11,877 ) ( 8,291 ) 16,629 ( 27,905 ) ( 11,276 )

Net cash provided by operating activities

70,143 - 70,143 102,059 - 102,059 137,465 - 137,465

Right-of-use assets obtained in exchange for lease liabilities

$ - $ 3,589 $ 3,589 $ - $ 11,877 $ 11,877 $ - $ 27,905 $ 27,905

Three Months Ended July 30, 2022

Six Months Ended October 29, 2022

Nine Months Ended January 28, 2023

Operating Activities:

Operating lease right-of-use asset

$ ( 12,468 ) $ 12,468 $ - $ ( 16,132 ) $ 16,132 $ - $ ( 19,539 ) $ 19,539 $ -

Prepaid and other assets

11,656 53 11,709 3,187 ( 770 ) 2,417 1,832 2,264 4,096

Accrued and other liabilities

( 344 ) ( 53 ) ( 397 ) ( 1,566 ) 770 ( 796 ) 5,271 ( 2,264 ) 3,007

Operating lease liabilities

9,310 ( 12,468 ) ( 3,158 ) 9,597 ( 16,132 ) ( 6,535 ) 9,633 ( 19,539 ) ( 9,906 )

Net cash provided by operating activities

40,617 - 40,617 82,238 - 82,238 112,253 - 112,253

Right-of-use assets obtained in exchange for lease liabilities

$ - $ 12,468 $ 12,468 $ - $ 16,132 $ 16,132 $ - $ 19,539 $ 19,539

Three Months Ended July 31, 2021

Six Months Ended October 30, 2021

Nine Months Ended January 29, 2022

Operating Activities:

Operating lease right-of-use asset

$ ( 924 ) $ 924 $ - $ ( 1,594 ) $ 1,594 $ - $ ( 5,827 ) $ 5,827 $ -

Prepaid and other assets

( 106 ) 1,506 1,400 510 ( 2,472 ) ( 1,962 ) ( 4,730 ) ( 2,489 ) ( 7,219 )

Accrued and other liabilities

12,509 ( 1,506 ) 11,003 ( 9,545 ) 2,472 ( 7,073 ) ( 7,724 ) 2,489 ( 5,235 )

Operating lease liabilities

( 2,192 ) ( 924 ) ( 3,116 ) ( 5,093 ) ( 1,594 ) ( 6,687 ) ( 4,250 ) ( 5,827 ) ( 10,077 )

Net cash provided by operating activities

56,658 - 56,658 85,964 - 85,964 92,552 - 92,552

Right-of-use assets obtained in exchange for lease liabilities

$ - $ 924 $ 924 $ - $ 1,594 $ 1,594 $ - $ 5,827 $ 5,827

At May 3, 2025, the Company had purchase commitments for raw materials of $ 9.2 million through 2026.

At May 3, 2025, the Company had purchase commitments for plant and equipment of $ 5.4 million anticipated to be completed in Fiscal 2026.

SEGMENT INFORMATION

The Company operates as a single operating and reportable segment that encompasses the development, production, marketing and sale of beverages.

The Company manages its business on a consolidated basis utilizing vertically integrated production facilities and a centralized supply chain infrastructure.

The Company considers the Chief Executive Officer and its President (assisted by staff) to be its Chief Operating Decision Maker ("CODM").

The Company’s CEO utilizes his 50 + years of diversified business experience to set the Company’s strategic direction, lead product development and instill his operating philosophy throughout the organization.

The Company’s President and its key executive team, with their years of beverage experience, focus primarily on executing strategy and supervising the day-to-day operations of the Company.

The CODM makes operating decisions, allocates resources and assesses financial performance based primarily upon consolidated operating income and net income as reported in the consolidated statements of income.

The CODM also regularly reviews cost of sales, shipping and handling costs, and marketing costs.

These costs represent significant segment expenses and are reported elsewhere in the consolidated financial statements.

Other segment items include other selling and general administrative costs (primarily consisting of compensation-related and other overhead costs), other income (expense), net which includes interest income and interest expense, and provision for income taxes.

Depreciation and amortization expense is reported in the consolidated statements of cash flow.

The Company generates substantially all its net sales from the United States.

All of the Company’s long-lived assets, consisting of property, plant and equipment, net and operating lease right-of-use assets, are located in the United States as of

May 3, 2025 and

April 27, 2024.

The measure of segment assets is reported in the consolidated balance sheets as consolidated total assets.

Total segment expenditures for additions to long-lived assets are reported in the consolidated statements of cash flows as purchases of property, plant and equipment and non-cash right-of-use assets obtained in exchange for lease liabilities.

See Note 1 - Significant Accounting Policies, for description of accounting policies of the segment.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of National Beverage Corp.

Board of Directors and Shareholders

National Beverage Corp.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of National Beverage Corp.

and subsidiaries (the Company) as of April 27, 2024 and April 29, 2023, and the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended April 27, 2024, and the related notes (collectively, the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 27, 2024 and April 29, 2023, and the results of its operations and its cash flows for each of the three years in the period ended April 27, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of April 27, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

Our report dated June 26, 2024, expressed an opinion that the Company had not maintained effective internal control over financial reporting as of April 27, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

Emphasis of Matter

As discussed in Note 14 to the financial statements, the 2023 and 2022 financial statements have been restated to correct misstatements.

We have audited the accompanying consolidated balance sheet of National Beverage Corp.

(a Delaware corporation) and subsidiaries (the “Company”) as of May 3, 2025, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for the year ended May 3, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of May 3, 2025, and the results of its operations and its cash flows for the year ended May 3, 2025, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of May 3, 2025, based on criteria established in the 2013 Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated July 2, 2025 expressed an unqualified opinion.

Basis for opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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We determined that there are no critical audit matters.

/s/ RSM US LLP

/s/ GRANT THORNTON LLP

We have served as the Company's auditor since 2024.

Fort Lauderdale, Florida

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

National Beverage Corp.

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of National Beverage Corp.

(a Delaware corporation) and subsidiaries (the “Company”) as of May 3, 2025, based on criteria established in the 2013 Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of May 3, 2025, based on criteria established in the 2013 Internal Control — Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended May 3, 2025, and our report dated July 2, 2025 expressed an unqualified opinion on those financial statements.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ GRANT THORNTON LLP

Fort Lauderdale, Florida

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of National Beverage Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of National Beverage Corp.

and subsidiaries (the Company) as of April 27, 2024, and the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the two years in the period ended April 27, 2024, and the related notes (collectively, the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 27, 2024, and the results of its operations and its cash flows for each of the two years in the period ended April 27, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ RSM US LLP

We served as the Company’s auditor from 2006 to 2024.

Fort Lauderdale, Florida

June 26, 2024

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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 8. Financial Statements and Supplementary Data