What changed in this filing

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Item 1. Financial Statements

2025-09-11 compared with 2025-03-06 · 152 added, 136 removed, 244 unchanged (54% of the section changed)

10 unchanged sentences

93,916 85,109

Prepaid and other current assets

Prepaid and other assets

25,875 23,827

3 unchanged sentences

173,398 175,586

Operating lease right-of-use assets

Operating lease right-of-use assets, net

68,130 70,286

20 unchanged sentences

233,627 228,861

Commitments and contingencies

Shareholders' equity:

Preferred stock, $ 1 par value - 1,000,000 shares authorized:

Series C - 150,000 shares issued

Preferred stock, $ 1 par value - 1,000,000 shares authorized Series C - 150,000 shares issued

Common stock, $ .01 par value - 200,000,000 shares authorized;

19 unchanged sentences

(In thousands, except per share amounts)

Three Months Ended

Nine Months Ended

Three Fiscal Months Ended

$ 330,515 $ 329,473

Cost of sales

205,052 207,041

125,463 122,432

Selling, general and administrative expenses

54,687 52,917

Operating income

70,776 69,515

Other income, net

Income before income taxes

73,013 73,862

Provision for income taxes

17,253 17,082

$ 55,760 $ 56,780

Earnings per common share:

Weighted average common shares outstanding:

93,620 93,569

93,699 93,667

See accompanying Notes to Condensed Consolidated Financial Statements.

3 unchanged sentences

(In thousands)

Three Months Ended

Nine Months Ended

Other comprehensive income, net of tax:

Three Fiscal Months Ended

$ 55,760 $ 56,780

Other comprehensive income (loss), net of tax:

Cash flow hedges

4,239 ( 6,053 )

Comprehensive income

$ 59,999 $ 50,727

See accompanying Notes to Condensed Consolidated Financial Statements.

3 unchanged sentences

(In thousands)

Three Months Ended

Nine Months Ended

January 25, 2025

January 27, 2024

January 25, 2025

January 27, 2024

Three Fiscal Months Ended

August 2, 2025

July 27, 2024

Series C Preferred Stock

Beginning and end of period

150 $ 150 150 $ 150

Beginning of period

101,994 1,020 101,942 1,019

Stock options exercised

End of Period

101,994 1,020 101,985 1,020

Additional Paid-In Capital

Beginning of period

43,708 42,588

Stock options exercised

1 unchanged sentence

End of period

43,843 43,092

Retained Earnings

Beginning of period

417,750 535,077

55,760 56,780

Common stock cash dividend

- ( 304,148 )

End of period

Accumulated Other Comprehensive Income (Loss)

473,510 287,709

Accumulated Other Comprehensive (Loss) Income

Beginning of period

Cash flow hedges, net of tax

4,239 ( 6,053 )

End of period

9,843 ( 1,142 )

Treasury Stock - Series C Preferred

Beginning and end of period

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

Treasury Stock - Common

Beginning and end of period

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

Total Shareholders' Equity

$ 504,133 $ 306,596

See accompanying Notes to Condensed Consolidated Financial Statements.

3 unchanged sentences

(In thousands)

Nine Months Ended

Three Fiscal Months Ended

Operating Activities:

$ 55,760 $ 56,780

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

Depreciation and amortization

Non-cash operating lease expense

Deferred income taxes

( 307 ) ( 312 )

Stock-based compensation expense

Non-cash operating lease expense

Changes in assets and liabilities:

Trade receivables

( 2,347 ) ( 13,192 )

( 8,807 ) ( 6,026 )

Prepaid and other assets

Accounts payable

( 3,777 ) ( 4,389 )

Accrued and other liabilities

10,558 12,175

Operating lease liabilities

( 3,864 ) ( 3,520 )

Net cash provided by operating activities

59,089 57,499

Investing Activities:

Purchases of property, plant and equipment

( 3,095 ) ( 3,704 )

Proceeds from sale of property, plant and equipment

Net cash used in investing activities

( 3,093 ) ( 3,703 )

Financing Activities:

Dividends paid on common stock

- ( 304,148 )

Proceeds from stock options exercised

Net cash (used in) provided by financing activities

Net (Decrease) Increase in Cash and Cash Equivalents

Net cash used in financing activities

- ( 303,803 )

Net Increase (Decrease) in Cash and Cash Equivalents

55,996 ( 250,007 )

Cash and Cash Equivalents - Beginning of Period

193,835 327,047

Cash and Cash Equivalents - End of Period

$ 249,831 $ 77,040

Supplemental Cash Flow Information:

3 unchanged sentences

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

$ 1,644 $ 684

See accompanying Notes to Condensed 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.

6 unchanged sentences

and its subsidiaries.

Significant intercompany transactions and accounts have been eliminated.

All significant intercompany transactions and accounts have been eliminated.

The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles and rules and regulations of the Securities and Exchange Commission for interim financial reporting.

Accordingly, they do not include all information and notes presented in the annual consolidated financial statements.

The condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements and accompanying notes included in our Annual Report on Form 10 -K for the fiscal year ended April 27, 2024.

The accounting policies used in these interim unaudited condensed consolidated financial statements are consistent with those used in the annual consolidated financial statements.

2 unchanged sentences

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

See Note 7 - Segment Information.

Use of Estimates

4 unchanged sentences

Fair Value of Financial Instruments

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

As of January 25, 2025 and April 27, 2024, cash and cash equivalents included money-market instruments of $ 77.2 million and $ 240.7 million, respectively.

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 August 2, 2025 and May 3, 2025, cash and cash equivalents included money-market instruments of $ 133.7 million and $ 109.1 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 exposure to changes in certain raw material costs are recorded at fair value.

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

Trade Receivables, Net

The Company’s estimated allowances for credit losses as of January 25, 2025 and April 27, 2024 were $ 1.3 million and $ 0.9 million, respectively.

The Company’s trade receivable, net balances as of January 27, 2024 and April 29, 2023 were $ 101.7 million and $ 104.9 million, respectively.

The Company’s estimated allowances for credit losses as of August 2, 2025 and May 3, 2025 were $ 1.3 million and $ 1.2 million, respectively.

The Company’s trade receivable, net balances as of July 27, 2024 and April 27, 2024 were $ 116.0 million and $ 102.8 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 the inventory to net realizable value are made for estimated excess, obsolete or impaired balances.

Inventories at January 25, 2025 were comprised of finished goods of $ 46.1 million and raw materials of $ 38.9 million.

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

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

Inventories at August 2, 2025 were comprised of finished goods of $ 52.5 million and raw materials of $ 41.4 million.

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

Shipping and Handling Costs

Shipping and handling costs are reported in selling, general and administrative expenses in the accompanying condensed consolidated statements of income.

Such costs were $ 17.5 million and $ 17.7 million for the three months ended January 25, 2025 and January 27, 2024, respectively.

Shipping and handling costs were $ 55.5 million and $ 58.3 million for the nine months ended January 25, 2025 and January 27, 2024, respectively.

Such costs were $ 19.8 million and $ 19.5 million for the three fiscal months ended August 2, 2025 and July 27, 2024, 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.

2 unchanged sentences

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 $ 10.1 million and $ 11.0 million for the three months ended January 25, 2025 and January 27, 2024, respectively.

Marketing costs were $ 33.2 million and $ 35.1 million for the nine months ended January 25, 2025 and January 27, 2024, respectively.

Marketing costs, which are included in selling, general and administrative expenses, were $ 13.6 million and $ 11.5 million for the three fiscal months ended August 2, 2025 and July 27, 2024, respectively.

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 that was 74,000 and 186,000 shares in the three months ended January 25, 2025 and January 27, 2024, respectively.

The dilutive effect of stock options was 82,000 and 229,000 shares in the nine months ended January 25, 2025 and January 27, 2024, respectively.

Diluted earnings per common share is calculated in a similar manner, but includes the dilutive effect of stock options amounting to 79,000 and 98,000 shares in the three fiscal months ended August 2, 2025 and July 27, 2024, respectively.

Recently Issued Accounting Pronouncements

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

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 reporting periods beginning after December 15, 2024.

The Company will 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.

1 unchanged sentence

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

We are currently evaluating the impact of adopting ASU 2024 - 03 on our consolidated financial statements and related disclosures.

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

The amendment is effective for annual periods 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.

In November 2023, the FASB issued 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 will be effective for our fiscal year ending May 3, 2025.

The Company evaluated the impact of adoption of this standards on its consolidated financial statements and does not expect a material impact upon adoption.

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

In July 2025, the FASB issued ASU 2025 - 05, “Financial Instruments – Credit Losses (Topic 326 ):

Measurement of Credit Losses for Accounts Receivable and Contract Assets,” which requires disclosure of the election of a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset when developing reasonable and supportable forecasts as a part of estimating expected credit losses.

The election of the practical expedient is permitted on a prospective basis.

The amendment is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

The Company does not expect a material impact upon adoption.

PROPERTY, PLANT AND EQUIPMENT, NET

11 unchanged sentences

$ 173,398 $ 175,586

Property, plant and equipment included construction-in-progress in the amounts of $ 42.0 million and $ 32.5 million as of January 25, 2025 and April 27, 2024, respectively.

Depreciation expense was $ 4.9 million and $ 4.8 million for the three months ended January 25, 2025 and January 27, 2024, respectively.

Depreciation expense was $ 15.0 million and $ 14.0 million for the nine months ended January 25, 2025 and January 27, 2024, respectively.

Machinery and equipment included construction-in-progress in the amounts of $ 39.0 million and $ 37.7 million as of August 2, 2025 and May 3, 2025, respectively.

Depreciation expense was $ 5.3 million and $ 5.0 million for the three fiscal months ended August 2, 2025 and July 27, 2024, respectively.

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

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

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 June 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 costs were $ 4.2 million and $ 4.1 million for the three months ended January 25, 2025 and January 27, 2024, respectively.

Operating lease costs were $ 12.5 million and $ 11.8 million for the nine months ended January 25, 2025 and January 27, 2024, respectively.

As of January 25, 2025, the weighted-average remaining lease term and weighted average discount rate of operating leases was 4.85 years and 4.50 %, respectively.

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

Cash payments were $ 3.9 million and $ 3.5 million for operating leases for the three months ended January 25, 2025 and January 27, 2024, respectively.

Cash payments were $ 12.3 million and $ 11.4 million for operating leases for the nine months ended January 25, 2025 and January 27, 2024, respectively.

The following is a summary of future minimum lease payments and related liabilities for all non-cancelable operating leases as of January 25, 2025:

Operating lease costs were $ 4.6 million and $ 4.1 million for the three fiscal months ended August 2, 2025 and July 27, 2024, respectively.

As of August 2, 2025, the weighted-average remaining lease term and weighted average discount rate of operating leases was 5.75 years and 4.54 %, respectively.

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

Cash payments were $ 4.7 million and $ 4.1 million for operating leases for the three fiscal months ended August 2, 2025 and July 27, 2024, respectively.

The following is a summary of future minimum lease payments and related liabilities for all non-cancelable operating leases as of August 2, 2025:

(In thousands)

Fiscal 2025 – Remaining quarter

Fiscal 2026 – Remaining 3 quarters

Total minimum lease payments including interest

3 unchanged sentences

Non-current portion of lease obligations

At January 25, 2025, a subsidiary of the Company maintained unsecured revolving credit facilities with banks aggregating $ 100 million (the “Credit Facilities”).

The Credit Facilities expire from May 30, 2025 to September 10, 2027 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 January 25, 2025 or April 27, 2024.

At January 25, 2025, $ 2.2 million of the Credit Facilities was reserved for standby letters of credit and $ 97.8 million was available for borrowings.

At August 2, 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 August 2, 2025 or May 3, 2025.

At August 2, 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 January 25, 2025 or April 27, 2024.

The Loan Facility expires December 31, 2027 and any 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 operations or financial position.

At January 25, 2025, the subsidiary was in compliance with all loan covenants.

There were no borrowings outstanding under the Loan Facility at August 2, 2025 or May 3, 2025.

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 August 2, 2025, the subsidiary was in compliance with all loan covenants.

DERIVATIVE FINANCIAL INSTRUMENTS

2 unchanged sentences

Accordingly, gains or losses attributable to the effective portion of the cash flow hedge are reported in accumulated other comprehensive income (loss) (“AOCI”) and reclassified into cost of sales in the period in which the hedged transaction affects earnings.

The ineffective portion of the change in fair value of our cash flow hedge was immaterial.

The ineffective portion of the change in fair value of our cash flow hedges was immaterial.

The following summarizes the gains (losses) recognized in the Condensed Consolidated Statements of Income and AOCI:

(In thousands)

Three Months Ended Nine Months Ended

Three Fiscal Months Ended

August 2, 2025

July 27, 2024

Recognized in AOCI:

5 unchanged sentences

Reclassified from AOCI to cost of sales:

Gain (loss) before income taxes

1,395 ( 2,126 ) 2,536 ( 9,353 )

income tax provision (benefit)

330 ( 509 ) 598 ( 2,237 )

1,065 ( 1,617 ) 1,938 ( 7,116 )

Gain before income taxes

income tax provision

Net change to AOCI

$ 4,239 $ ( 6,053 )

As of January 25, 2025, the notional amount of our outstanding aluminum swap contracts was $ 73.0 million and, assuming no change in commodity prices, $ 6.7 million of unrealized gain before tax will be reclassified from AOCI and recognized in 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.

As of August 2, 2025, the notional amount of our outstanding aluminum swap contracts was $ 39.1 million and, assuming no change in commodity prices, $ 12.0 million of unrealized gain before tax will be reclassified from AOCI and recognized in earnings over the next 12 months.

The Company’s policy for the maximum length of time for which it hedges exposure to the variability of future cash flows is 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 January 25, 2025, the fair value of the derivative asset was $ 8.2 million, of which $ 6.8 million was included in prepaid and other assets and $ 1.4 million in other assets.

As of August 2, 2025, the fair value of the short-term derivative liability was $ 0.1 million, which was included in accrued liabilities , and the fair value of the derivative asset was $ 12.1 million, which was included in prepaid and other assets .

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, which was included in prepaid and other current assets , was $ 5.7 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.

3 unchanged sentences

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.

Management fees to CMA were $ 2.7 million for each of the three months ended January 25, 2025 and January 27, 2024.

Management fees to CMA were $ 8.9 million and $ 9.0 million for the nine months ended January 25, 2025 and January 27, 2024, respectively.

At January 25, 2025 and April 27, 2024, current liabilities included amounts due to CMA of $ 1.6 million and $ 3.0 million, respectively.

CASH DIVIDEND

On June 12, 2024, the Company's board of directors declared a special cash dividend of $ 3.25 per share payable to shareholders of record on June 24, 2024.

The special cash dividend of $ 304.1 million was paid on July 24, 2024.

Management fees to CMA were $ 3.3 million for each of the three fiscal months ended August 2, 2025 and July 27, 2024.

At August 2, 2025 and May 3, 2025, accounts payable included amounts due to CMA of $ 2.0 million and $ 2.1 million, respectively.

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 Chief Operating Decision Maker (“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.

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

3 unchanged sentences

The majority of our brands are geared to the active and health-conscious consumer including sparkling waters, energy drinks and juices.

Our portfolio of Power+ Brands includes LaCroix®, LaCroix Cúrate®, and LaCroix NiCola® sparkling water beverages;

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

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

1 unchanged sentence

and Everfresh®, Everfresh Premier Varietals™ and Mr.

Pure® 100% juice and juice-based beverages.

Pure® 100% juice and juice-based products.

Additionally, we produce and distribute carbonated soft drinks including Shasta® and Faygo®, iconic brands whose consumer loyalty spans more than 135 years.

2 unchanged sentences

(iii) maintaining points of difference through innovative marketing, packaging and consumer engagement and (iv) responding faster and more creatively to changing consumer trends than larger competitors who are burdened by legacy production and distribution complexity and costs.

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

Presently, our primary market focus is the United States.

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

To service a diverse customer base that includes numerous national retailers, as well as thousands of smaller “up-and-down-the-street” accounts, we utilize a hybrid distribution system consisting of warehouse and direct-store delivery.

The warehouse delivery system allows our retail partners to further maximize their assets by utilizing their ability to pick up beverages at our warehouses, further lowering their/our costs.

The warehouse delivery system allows our retail partners to further maximize their assets by utilizing their ability to pick up beverages at our warehouses, further lowering their/our product costs.

Our operating results are affected by numerous factors, including fluctuations in the costs of raw materials, supply chain disruptions, holiday and seasonal programming and weather conditions.

1 unchanged sentence

RESULTS OF OPERATIONS

Three Months Ended January 25, 2025 (third quarter of fiscal 2025) compared to

Three Months Ended January 27, 2024 (third quarter of fiscal 2024)

Net sales for the third quarter of fiscal 2025 decreased 1.1% to $267.1 million from $270.1 million for the third quarter of fiscal 2024.

The decrease in sales resulted primarily from a 3.4% decrease in case volume, partially offset by a 2.2% increase in average selling price per case.

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

Gross profit for the third quarter of fiscal 2025 increased to $99.0 million from $97.0 million for the third quarter of fiscal 2024.

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

The average cost of sales per case remained constant and gross margin increased to 37.1% from 35.9% for the third quarter of fiscal 2024.

Selling, general and administrative expenses for the third quarter of fiscal 2025 decreased $0.5 million to $48.4 million from $48.9 million for the second quarter of fiscal 2024.

The decrease was primarily due to a decrease in marketing and selling costs.

As a percentage of net sales, selling, general and administrative expenses remained constant at 18.1% for the third quarter of fiscal 2025 and fiscal 2024, respectively.

Other income, net includes interest income of $1.4 million for the third quarter of fiscal 2025 and $1.8 million for the third quarter of fiscal 2024.

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

The Company’s effective income tax rate, based upon estimated annual income tax rates, was 23.7% for the third quarter of fiscal 2025 and 21.0% for the third quarter of fiscal 2024.

The difference between the effective rate and the federal statutory rate of 21% was primarily due to the effects of state income taxes.

Nine Months Ended January 25, 2025 (first nine months of fiscal 2025) compared to

Nine Months Ended January 27, 2024 (first nine months of fiscal 2024)

Net sales for the first nine months of fiscal 2025 decreased 0.7% to $887.7 million from $894.4 million for the first nine months of fiscal 2024.

The decrease in sales resulted primarily from a 2.3% decrease in case volume, partially offset by a 1.7% increase in average selling price per case.

The decrease in case volume impacted both Power+ Brands and carbonated soft drink brands.

Gross profit for the first nine months of fiscal 2025 increased to $330.7 million from $319.4 million for the first nine months of fiscal 2024.

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

The average cost of sales per case decreased 0.9% and gross margin increased to 37.3% from 35.7% for the first nine months of fiscal 2024.

Selling, general and administrative expenses for the first nine months of fiscal 2025 decreased $1.0 million to $152.8 million from $153.8 million for the first nine months of fiscal 2024.

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

As a percentage of net sales, selling, general and administrative expenses remained constant at 17.2% for the first nine months of fiscal 2025 and fiscal 2024.

Other income, net includes interest income of $7.4 million for the first nine months of fiscal 2025 and $5.8 million for the first nine months of fiscal 2024.

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

The Company’s effective income tax rate, based upon estimated annual income tax rates, was 23.4% for the first nine months of fiscal 2025 and 22.8% for the first nine months of fiscal 2024.

Three Fiscal Months Ended August 2, 2025 (first quarter of fiscal 2026) compared to Three Fiscal Months Ended July 27, 2024 (first quarter of fiscal 2025)

Net sales for the first quarter of fiscal 2026 increased $1.0 million to $330.5 million compared to $329.5 million for the first quarter of fiscal 2025.

The increase in sales resulted primarily from a 4.4% increase average selling price per case, partially offset by a 3.9% decrease in case volume.

The decrease in case volume impacted both carbonated soft drink brands and Power+ Brands.

Gross profit for the first quarter of fiscal 2026 increased to $125.5 million compared to $122.4 million for the first quarter of fiscal 2025.

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

The cost of sales per case increased 2.9%.

Gross margin increased to 38.0% compared to 37.2% for the first quarter of fiscal 2025.

Selling, general and administrative expenses for the first quarter of fiscal 2026 increased $1.8 million to $54.7 million from $52.9 million for the first quarter of fiscal 2025.

The increase was primarily due to an increase in marketing costs.

As a percentage of net sales, selling, general and administrative expenses increased to 16.5% for the first quarter of fiscal 2026 compared to 16.1% for the first quarter of fiscal 2025.

Other income, net includes interest income of $2.2 million for the first quarter of fiscal 2026 and $4.3 million for the first quarter of fiscal 2025.

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

The Company’s effective income tax rate, based upon estimated annual income tax rates, was 23.6% for the first quarter of fiscal 2026 and 23.1% for the first quarter of fiscal 2025.

The difference between the effective rate and the federal statutory rate of 21% was primarily due to the effects of state income taxes.

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Liquidity and Capital Resources

Our principal sources of liquidity are our existing cash and cash-equivalents, cash generated from operations and borrowing capacity.

At January 25, 2025, we maintained unsecured credit facilities totaling $150 million, under which no borrowings were outstanding and $2.2 million was reserved for standby letters of credit.

The Company’s principal sources of liquidity are its existing cash and cash-equivalents, cash generated from operating activities and borrowing capacity.

At August 2, 2025, we maintained the unsecured revolving Credit Facilities and the Loan Facility totaling $150 million, under which no borrowings were outstanding and $2.7 million was reserved for standby letters of credit.

We believe existing capital resources will be sufficient to meet our liquidity and capital requirements for the next twelve months.

The Company’s cash position decreased $177.8 million for the first nine months of fiscal 2025 compared to an increase of $118.9 million for the first nine months of fiscal 2024 primarily due to the special cash dividend of $304.1 million paid on July 24, 2024.

Net cash provided by operating activities for the first nine months of fiscal 2025 was $146.6 million compared to $137.5 million for the first nine months of fiscal 2024.

For the first nine months of fiscal 2025, cash flow provided by operating activities increased primarily due to an increase in net income, partially offset by increases in working capital excluding cash.

Net cash used in investing activities for the first nine months of fiscal 2025 reflects capital expenditures of $20.8 million, compared to capital expenditures of $19.5 million for the first nine months of fiscal 2024.

Certain production capacity and efficiency improvement projects are in progress and we anticipate fiscal 2025 capital expenditures will be in the range of $25 to $30 million.

Net cash used in financing activities for the first nine months of fiscal 2025 reflects the payment of a special dividend of $304.1 million.

No dividends were paid during the first nine months of fiscal 2024.

The Company’s cash position increased $56.0 million for the first quarter of fiscal 2026 compared to a decrease of $250.0 million for the first quarter of fiscal 2025 primarily due to the special cash dividend of $304.1 million paid on July 24, 2024.

Net cash provided by operating activities for the first quarter of fiscal 2026 was $59.1 million compared to $57.5 million for the first quarter of fiscal 2025.

For the first quarter of fiscal 2026, cash flow provided by operating activities increased primarily due to a net decrease in working capital, excluding cash, and other items, partially offset by the decrease in net income.

Net cash used in investing activities for the first quarter of fiscal 2026 reflects capital expenditures of $3.1 million, compared to capital expenditures of $3.7 million for the first quarter of fiscal 2025.

Certain production capacity and efficiency improvement projects are in progress and we anticipate fiscal 2026 capital expenditures will not exceed fiscal 2025 capital spending.

Financial Position

At January 25, 2025, working capital decreased to $233.0 million from $398.9 million at April 27, 2024.

The current ratio was 2.9 to 1 at January 25, 2025 compared to 3.9 to 1 at April 27, 2024.

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

Trade receivables decreased $11.9 million and days sales outstanding decreased to 31.0 from 31.5 days.

Inventories increased $0.4 and inventory turns remained constant at 8.6 times.

Subsequent to January 25, 2025, the Company renewed two leases and entered into a new lease which will result in an increase in the operating lease right-of-use assets and associated operating lease liabilities of approximately $18 million.

At August 2, 2025, working capital increased to $329.2 million from $266.4 million at May 3, 2025.

The current ratio was 3.2 to 1 at August 2, 2025 compared to 2.9 to 1 at May 3, 2025.

The increase in working capital and current ratio was due primarily to an increase in cash and cash equivalents of $56.0 million and other net working capital increases of $6.8 million.

Trade receivables increased $2.3 million and days sales outstanding decreased to 29.3 days from 32.5 days.

Inventories increased $8.8 million and inventory turns decreased to 8.2 times from 8.7 times.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in market risks from those reported in our Annual Report on Form 10-K for the fiscal year ended April 27, 2024.

There have been no material changes in market risks from those reported in our Annual Report on Form 10-K for the fiscal year ended May 3, 2025.

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-Q

Item 1. Financial Statements