NATIONAL BEVERAGE CORP 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA NATIONAL BEVERAGE CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share data) May 3, April 27, 2025 2024 Assets Current assets: Cash and cash equivalents $ 193,835 $ 327,047 Trade receivables, net 104,157 102,837 Inventories 85,109 84,603 Prepaid and other current assets 23,827 22,385 Total current assets 406,928 536,872 Property, plant and equipment, net 175,586 159,730 Operating lease right-of-use assets, net 70,286 53,498 Goodwill 13,145 13,145 Intangible assets 1,615 1,615 Other assets 5,300 5,293 Total assets $ 672,860 $ 770,153 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 82,448 $ 78,283 Accrued liabilities 43,521 46,565 Operating lease liabilities 14,533 13,079 Total current liabilities 140,502 137,927 Deferred income taxes, net 23,010 23,247 Operating lease liabilities 57,591 41,688 Other liabilities 7,758 7,779 Total liabilities 228,861 210,641 Commitments and contingencies 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; 101,994,358 and 101,942,658 shares issued, respectively 1,020 1,019 Additional paid-in capital 43,708 42,588 Retained earnings 417,750 535,077 Accumulated other comprehensive income 5,604 4,911 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 443,999 559,512 Total liabilities and shareholders' equity $ 672,860 $ 770,153 The accompanying notes are an integral part of these consolidated financial statements. 16 Table of Contents NATIONAL BEVERAGE CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts) Fiscal Year Ended May 3, April 27, April 29, 2025 2024 2023 Net sales $ 1,201,354 $ 1,191,694 $ 1,172,932 Cost of sales 757,413 763,243 776,143 Gross profit 443,941 428,451 396,789 Selling, general and administrative expenses 208,482 209,941 210,105 Operating income 235,459 218,510 186,684 Other income (expense), net 9,105 11,338 ( 242 ) Income before income taxes 244,564 229,848 186,442 Provision for income taxes 57,743 53,116 44,278 Net income $ 186,821 $ 176,732 $ 142,164 Earnings per common share: Basic $ 2.00 $ 1.89 $ 1.52 Diluted $ 1.99 $ 1.89 $ 1.52 Weighted average common shares outstanding: Basic 93,607 93,429 93,347 Diluted 93,685 93,630 93,608 The accompanying notes are an integral part of these consolidated financial statements. 17 Table of Contents NATIONAL BEVERAGE CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) Fiscal Year Ended May 3, April 27, April 29, 2025 2024 2023 Net income $ 186,821 $ 176,732 $ 142,164 Other comprehensive income (loss), net of tax: Cash flow hedges 535 7,910 ( 10,130 ) Other 158 186 27 Total 693 8,096 ( 10,103 ) Comprehensive income $ 187,514 $ 184,828 $ 132,061 The accompanying notes are an integral part of these consolidated financial statements. 18 Table of Contents NATIONAL BEVERAGE CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (In thousands) Fiscal Year Ended May 3, 2025 April 27, 2024 April 29, 2023 Shares Amount Shares Amount Shares Amount Series C Preferred Stock Beginning and end of year 150 $ 150 150 $ 150 150 $ 150 Common Stock Beginning of year 101,942 1,019 101,727 1,017 101,712 1,017 Stock options exercised 52 1 215 2 15 - End of year 101,994 1,020 101,942 1,019 101,727 1,017 Additional Paid-In Capital Beginning of year 42,588 40,393 39,405 Stock options exercised 514 1,314 311 Stock-based compensation expense 606 881 677 End of year 43,708 42,588 40,393 Retained Earnings Beginning of year 535,077 358,345 216,181 Net income 186,821 176,732 142,164 Common stock cash dividend ( 304,148 ) - - End of year 417,750 535,077 358,345 Accumulated Other Comprehensive Income (Loss) Beginning of year 4,911 ( 3,185 ) 6,918 Cash flow hedges, net of tax 535 7,910 ( 10,130 ) Other, net of tax 158 186 27 End of year 5,604 4,911 ( 3,185 ) 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 ) Total Shareholders' Equity $ 443,999 $ 559,512 $ 372,487 The accompanying notes are an integral part of these consolidated financial statements. 19 Table of Contents NATIONAL BEVERAGE CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Fiscal Year Ended May 3, April 27, April 29, 2025 2024 2023 Operating Activities: Net income $ 186,821 $ 176,732 $ 142,164 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 20,801 20,161 20,041 Non-cash operating lease expense 14,554 14,039 13,240 Deferred income taxes ( 449 ) 907 ( 821 ) Stock-based compensation expense 606 881 677 Other, net 880 12 141 Changes in assets and liabilities: Trade receivables ( 1,320 ) 2,081 ( 11,326 ) Inventories ( 506 ) 8,975 9,740 Prepaid and other assets ( 521 ) ( 8,151 ) 8,275 Accounts payable 4,165 ( 6,823 ) ( 10,193 ) Accrued and other liabilities ( 4,351 ) 3,885 2,941 Operating lease liabilities ( 13,984 ) ( 14,792 ) ( 13,214 ) Net cash provided by operating activities 206,696 197,907 161,665 Investing Activities: Purchases of property, plant and equipment ( 36,281 ) ( 30,300 ) ( 21,979 ) Proceeds from sale of property, plant and equipment 6 52 27 Net cash used in investing activities ( 36,275 ) ( 30,248 ) ( 21,952 ) Financing Activities: Repayments of Loan Facility - - ( 30,000 ) Dividends paid on common stock ( 304,148 ) - - Proceeds from exercises of stock options 515 1,314 311 Net cash (used in) provided by financing activities ( 303,633 ) 1,314 ( 29,689 ) Net (Decrease) Increase in Cash and Cash Equivalents ( 133,212 ) 168,973 110,024 Cash and Cash Equivalents - Beginning of Year 327,047 158,074 48,050 Cash and Cash Equivalents - End of Year $ 193,835 $ 327,047 $ 158,074 Supplemental Cash Flow Information: Interest paid $ 116 $ 228 $ 315 Income taxes paid $ 55,993 $ 55,971 $ 37,831 Non-Cash Activities: Right-of- use assets obtained in exchange for lease liabilities $ 31,341 $ 28,039 $ 23,495 The accompanying notes are an integral part of these consolidated financial statements. 20 Table of Contents NATIONAL BEVERAGE CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements 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. Incorporated in Delaware in 1985, National Beverage Corp. is a holding company for various operating subsidiaries. When used in this report, the terms “we,” “us,” “our,” “Company” and “National Beverage” mean National Beverage Corp. and its subsidiaries. 1. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) and rules and regulations of the Securities and Exchange Commission. The consolidated financial statements include the accounts of National Beverage Corp. and all subsidiaries. All significant intercompany transactions and accounts have been eliminated. 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 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 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. Fair Value of Financial Instruments 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. 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. Credit risk related to derivative financial instruments is managed by requiring high credit standards for counterparties and frequent cash settlements. The estimated fair values of derivative financial instruments are calculated based on market rates to settle the instruments. See Note 7 -Derivative Financial Instruments. 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) with original maturities of three months or less from the date of purchase. Trade Receivables, Net Trade receivables are recorded at net realizable value, which includes an estimated allowance for credit losses. The Company extends 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. 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. Changes in the allowance for credit losses were as follows: (In thousands) Fiscal 2025 Fiscal 2024 Fiscal 2023 Balance at beginning of year $ 868 $ 523 $ 559 Net charge to expense 357 427 11 Net charge-off ( 1 ) ( 82 ) ( 47 ) Balance at end of year $ 1,224 $ 868 $ 523 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. 21 Table of Contents Inventories 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 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. Property, Plant and Equipment, Net Property, plant and equipment is recorded at cost. Additions, replacements and betterments are capitalized, while maintenance and repairs that do not extend the useful life of an asset are expensed as incurred. Depreciation is recorded using the straight-line method over estimated useful lives of 2 to 30 years for buildings and improvements and 3 to 15 years for machinery and equipment. Leasehold improvements are amortized using the straight-line method over the shorter of the remaining lease term or the estimated useful life of the improvement. 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. Leases 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: ● Determining a lease: The Company assesses contracts at inception to determine whether an arrangement is or includes a lease, which conveys the Company’s right to control the use of an identified asset for a period of time in exchange for consideration. Operating lease right-of-use assets and associated liabilities are recognized at the commencement date and initially measured based on the present value of lease payments over the defined lease term. ● Allocating lease and non-lease components: The Company has elected the practical expedient to not separate lease and non-lease components for certain classes of underlying assets. The Company has equipment and vehicle lease agreements, which generally have the lease and associated non- lease components accounted for as a single lease component. The Company has real estate lease agreements with lease and non-lease components, which are accounted for separately where applicable. ● Calculating the discount rate: The Company calculates the discount rate based on the discount rate implicit in the lease, or if the implicit rate is not readily determinable from the lease, then the Company calculates an incremental borrowing rate. ● Recognizing leases: 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. ● Rent increases or escalation clauses: 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 based on the terms of the agreement. ● Renewal options and/or purchase options: The Company does not assume renewals in its determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement. ● Residual value guarantees, restrictions or covenants: The Company’s lease agreements do not contain material residual value guarantees, restrictions or covenants. Intangible Assets Intangible assets at May 3, 2025 and April 27, 2024 consisted of non-amortizable acquired trademarks. 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 management believes such assets may be impaired. An impaired asset is written down to its estimated fair value based on discounted future cash flows. 22 Table of Contents 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 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 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 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. Sales incentives are accounted for as a reduction of sales and actual amounts ultimately realized may vary from accrued amounts. Such differences are recorded once determined and have historically not been significant. Shipping and Handling Costs Shipping and handling costs are reported in selling, general and administrative expenses in the accompanying consolidated statements of income. 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 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 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, were $ 45.3 million, $ 50.0 million and $ 44.1 million for Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. Income Taxes 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. 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. Earnings Per Common Share Basic earnings per common share is computed by dividing earnings available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per common share is calculated in a similar manner, but includes the dilutive effect of stock options amounting to 78,000 , 201,000 and 261,000 shares in Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. The weighted-average number of antidilutive stock options excluded from the calculation of diluted earnings per share was immaterial for Fiscal 2025. Recently Issued Accounting Pronouncements 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. The amendment is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company intends to adopt ASU 2023 - 09 on a prospective basis for its fiscal year ended May 2, 2026. 23 Table of Contents 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. 2. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net at May 3, 2025 and April 27, 2024 consisted of the following: (In thousands) 2025 2024 Land $ 9,835 $ 9,835 Buildings and improvements 81,764 71,754 Machinery and equipment 328,172 314,079 Total 419,771 395,668 Less: accumulated depreciation ( 244,185 ) ( 235,938 ) Property, plant and equipment, net $ 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. 3. ACCRUED LIABILITIES Accrued liabilities at May 3, 2025 and April 27, 2024 consisted of the following: (In thousands) 2025 2024 Accrued promotions $ 17,890 $ 18,826 Accrued compensation 12,204 13,920 Recycling deposits 5,003 5,743 Accrued insurance 3,197 2,687 Accrued freight 1,870 2,262 Other 3,357 3,127 Total $ 43,521 $ 46,565 4. LEASES 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 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. 24 Table of Contents 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) Fiscal 2026 $ 17,388 Fiscal 2027 16,399 Fiscal 2028 11,611 Fiscal 2029 10,506 Fiscal 2030 9,935 Thereafter 17,017 Total minimum lease payments including interest 82,856 Less: Amounts representing interest ( 10,732 ) Present value of minimum lease payments 72,124 Less: Current portion of lease liabilities ( 14,533 ) Non-current portion of lease liabilities $ 57,591 5. DEBT 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 its operations or financial position. At May 3, 2025, the subsidiary was in compliance with all loan covenants. 6. CAPITAL STOCK AND TRANSACTIONS WITH RELATED PARTIES 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 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. 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. CMA, through its personnel, also provides, to the extent possible, the stimulus and creativity to develop an innovative and dynamic persona for the Company, its products and corporate image. In order to fulfill its obligations under the management agreement, CMA employs numerous individuals, who, acting as a unit, provide management, administrative and creative functions for the Company. CMA and the Company are joint owners of a corporate aircraft and pursuant to a joint ownership agreement, each party agreed to pay certain expenses associated with the use of the aircraft. During the past three years, the joint operating costs have averaged approximately $ 1.1 million per year. 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. 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. 25 Table of Contents 7. DERIVATIVE FINANCIAL INSTRUMENTS 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. 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 following summarizes the gains (losses) recognized in the Consolidated Statements of Income and AOCI: (In thousands) Fiscal Fiscal Fiscal 2025 2024 2023 Recognized in AOCI- Gain (loss) before income taxes $ 6,580 $ ( 425 ) $ ( 21,100 ) Less: income tax provision (benefit) 1,547 ( 111 ) ( 5,047 ) Net 5,033 ( 314 ) ( 16,053 ) Reclassified from AOCI to cost of sales- Gain (loss) before income taxes 5,887 ( 10,805 ) ( 7,785 ) Less: income tax provision (benefit) 1,389 ( 2,581 ) ( 1,862 ) Net 4,498 ( 8,224 ) ( 5,923 ) Net change to AOCI $ 535 $ 7,910 $ ( 10,130 ) 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 . 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. 8. INCOME TAXES The provision (benefit) for income taxes consisted of the following: (In thousands) Fiscal Fiscal Fiscal 2025 2024 2023 Current $ 58,192 $ 49,683 $ 48,287 Deferred ( 449 ) 3,433 ( 4,009 ) Total $ 57,743 $ 53,116 $ 44,278 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. 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: 26 Table of Contents (In thousands) 2025 2024 Deferred tax assets: Accrued expenses and other $ 3,944 $ 3,923 Inventory and amortizable assets 532 575 Total deferred tax assets 4,476 4,498 Deferred tax liabilities: Property, plant, and equipment 24,468 25,002 Intangibles and other 3,018 2,743 Total deferred tax liabilities 27,486 27,745 Deferred tax liabilities, net $ 23,010 $ 23,247 The reconciliation of the statutory federal income tax rate to the effective tax rate is as follows: Fiscal Fiscal Fiscal 2025 2024 2023 Statutory federal income tax rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 2.8 2.8 2.9 Other differences (.2 ) (.7 ) (.2 ) Effective income tax rate 23.6 % 23.1 % 23.7 % 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 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: (In thousands) 2025 2024 2023 Beginning balance $ 2,130 $ 2,096 $ 2,079 Increases due to current period tax positions 77 60 75 Decreases due to lapse of statute of limitations and audit resolutions ( 22 ) ( 26 ) ( 58 ) Ending balance $ 2,185 $ 2,130 $ 2,096 Accrued interest and penalties related to unrecognized tax benefits are recognized as a component of income tax expense. 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. A number of years may elapse before an uncertain tax position, for which the Company has unrecognized tax benefits, are resolved. While it is often difficult to predict the final outcome or the timing of resolution of any particular uncertain tax position, the Company believes that unrecognized tax benefits reflect the most probable outcome. 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 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 for years subsequent to Fiscal 2018 are subject to examination. 9. LEGAL PROCEEDINGS 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. 10. STOCK-BASED COMPENSATION 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. 27 Table of Contents 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. The Omnibus Plan is designed to provide an incentive to officers and certain other key employees and consultants by making available to them an opportunity to acquire a proprietary interest or to increase such interest in National Beverage. The number of shares or options which may be issued under stock-based awards to an individual is limited to 3,360,000 during any year. 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 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. Options may be granted for such consideration as determined by the Board of Directors. 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. 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. Participants who purchase shares of stock in the open market receive grants of stock options equal to 50 % of the number of shares purchased, up to a maximum of 12,000 shares in any two -year period. Options under the KEEP Program are forfeited in the event of the sale of shares used to acquire such options. Options are granted at an initial exercise price of 60 % of the purchase price paid for the shares acquired, the exercise price reduces to the par value of the common stock at the end of the six -year vesting period, and the options generally expire after ten years. Stock options are accounted for under the fair value method of accounting using a Black-Scholes valuation model to estimate the stock option fair value at date of grant. The fair value of stock options is amortized to expense over the vesting period. The Company estimates expected forfeitures based upon historical experience. 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. Treasury constant maturity interest rate whose term is consistent with the expected life of stock options. The following is a summary of stock option activity for Fiscal 2025: Number of Shares Price (a) Options outstanding, beginning of year 299,900 $ 25.48 Granted - - Exercised ( 51,700 ) $ 9.95 Forfeited or cancelled ( 5,400 ) $ 20.32 Options outstanding, end of year 242,800 $ 26.71 Options vested and exercisable, end of year 173,822 $ 26.72 (a) Weighted average exercise price. 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. Stock-based income tax benefits realized from stock option exercises aggregated $ 0.4 million, $ 1.5 million and $ 0.1 million for Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. The total intrinsic value for stock options exercised was $ 2.0 million, $ 9.1 million and $ 0.4 million for Fiscal 2025, Fiscal 2024 and 2023, respectively. 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 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. 28 Table of Contents 11. PENSION PLANS The Company contributes to certain pension plans under collective bargaining agreements and to a discretionary profit-sharing plan. Annual contributions (including contributions to multi-employer plans reflected below) were $ 4.2 million, $ 3.8 million and $ 3.8 million for Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. The Company participates in three multi-employer defined benefit pension plans with respect to certain collective bargaining agreements. If the Company chooses to stop participating in the multi-employer plan or if other employers choose to withdraw to the extent that a mass withdrawal occurs, the Company could be required to pay the plan a withdrawal liability based on the underfunded status of the plan. Summarized below is certain information regarding the Company’s participation in significant multi-employer pension plans including the financial improvement plan or rehabilitation plan status (“FIP/RP Status”) and the zone status under the Pension Protection Act (“PPA”). The most recent PPA zone status available in Fiscal 2025 and Fiscal 2024 is for the plans’ years ending December 31, 2023 and 2022, respectively. PPA Zone Status Fiscal Fiscal Surcharge Pension Fund 2025 2024 FIP/RP Status Imposed Central States, Southeast and Southwest Areas Pension Plan (EIN no. 36 - 6044243 ) (the “CSSS Fund”) Red Red Implemented Yes Western Conference of Teamsters Pension Trust Fund (EIN no. 91 - 6145047 ) (the “WCT Fund”) Green Green Not applicable No For the plan years ended December 31, 2023 and December 31, 2022, the Company was not listed in the Form 5500 Annual Returns as providing more than 5% of the total contributions for the above plans. 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 expires on May 14, 2029. The Company’s contributions for all multi-employer pension plans for the last three fiscal years are as follow: (In millions) Fiscal Fiscal Fiscal Pension Fund 2025 2024 2023 CSSS Fund $ 1.8 $ 1.6 $ 1.6 WCT Fund 0.9 0.8 0.8 Other multi-employer pension funds 0.2 0.2 0.2 Total $ 2.9 $ 2.6 $ 2.6 12. 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 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. 13. 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. 29 Table of Contents Report of Independent Registered Public Accounting Firm Board of Directors and Shareholders National Beverage Corp. Opinion on the financial statements 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 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. 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. Critical audit matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ GRANT THORNTON LLP We have served as the Company's auditor since 2024. Fort Lauderdale, Florida July 2, 2025 30 Table of Contents 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 July 2, 2025 31 Table of Contents 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 32 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable.