What changed in this filing

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Item 1. Financial Statements

2026-03-12 compared with 2025-12-11 · 77 added, 82 removed, 363 unchanged (30% of the section changed)

64 unchanged sentences

Three Fiscal Months Ended

Six Fiscal Months Ended

Nine Fiscal Months Ended

$ 264,586 $ 267,050 $ 883,432 $ 887,725

25 unchanged sentences

Three Fiscal Months Ended

Six Fiscal Months Ended

Nine Fiscal Months Ended

$ 41,208 $ 39,643 $ 143,332 $ 142,060

10 unchanged sentences

Three Fiscal Months Ended

Six Fiscal Months Ended

November 1, 2025

October 26, 2024

November 1, 2025

October 26, 2024

Nine Fiscal Months Ended

January 31, 2026

January 25, 2025

January 31, 2026

January 25, 2025

Series C Preferred Stock

11 unchanged sentences

Stock options exercised

251 112 251 456

Stock-based compensation expense

34 unchanged sentences

(In thousands)

Six Fiscal Months Ended

Nine Fiscal Months Ended

Operating Activities:

4 unchanged sentences

Non-cash operating lease expense

Deferred income taxes

11,542 10,786

Deferred income taxes

Stock-based compensation expense

68 unchanged sentences

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

As of November 1, 2025 and May 3, 2025, cash and cash equivalents included money-market instruments of $ 126.6 million and $ 109.1 million, respectively.

As of January 31, 2026 and May 3, 2025, cash and cash equivalents included money-market instruments of $ 166.4 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.

5 unchanged sentences

Trade Receivables, Net

The Company’s estimated allowances for credit losses as of both November 1, 2025 and May 3, 2025 were $ 1.2 million.

The Company’s trade receivable, net balances as of October 26, 2024 and April 27, 2024 were $ 99.6 million and $ 102.8 million, respectively.

The Company’s estimated allowances for credit losses as of both January 31, 2026 and May 3, 2025 were $ 1.2 million.

The Company’s trade receivable, net balances as of January 25, 2025 and April 27, 2024 were $ 90.9 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 November 1, 2025 were comprised of finished goods of $ 58.3 million and raw materials of $ 37.6 million.

Inventories at January 31, 2026 were comprised of finished goods of $ 58.5 million and raw materials of $ 37.6 million.

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

1 unchanged sentence

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

Such costs were $ 18.3 million for both the three fiscal months ended November 1, 2025 and October 26, 2024.

Shipping and handling costs were $ 38.1 million and $ 38.0 million for the six fiscal months ended November 1, 2025 and October 26, 2024, respectively.

Such costs were $ 17.8 million and $ 17.5 million for the three fiscal months ended January 31, 2026 and January 25, 2025, respectively.

Shipping and handling costs were $ 55.9 million and $ 55.5 million for the nine fiscal months ended January 31, 2026 and January 25, 2025, 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 $ 11.0 million and $ 11.6 million for the three fiscal months ended November 1, 2025 and October 26, 2024, respectively.

Marketing costs were $ 24.6 million and $ 23.1 million for the six fiscal months ended November 1, 2025 and October 26, 2024, respectively.

Marketing costs, which are included in selling, general and administrative expenses, were $ 10.0 million and $ 10.1 million for the three fiscal months ended January 31, 2026 and January 25, 2025, respectively.

Marketing costs were $ 34.6 million and $ 33.2 million for the nine fiscal months ended January 31, 2026 and January 25, 2025, 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 amounted to 61,000 and 73,000 shares for the three fiscal months ended November 1, 2025 and October 26, 2024, respectively.

The dilutive effect of stock options amounted to 69,000 and 86,000 shares for the six fiscal months ended November 1, 2025 and October 26, 2024, respectively.

Diluted earnings per common share is calculated in a similar manner, but includes the dilutive effect of stock options that amounted to 33,000 and 74,000 shares for the three fiscal months ended January 31, 2026 and January 25, 2025, respectively.

The dilutive effect of stock options amounted to 57,000 and 82,000 shares for the nine fiscal months ended January 31, 2026 and January 25, 2025, respectively.

Recently Issued Accounting Pronouncements

26 unchanged sentences

$ 174,375 $ 175,586

Machinery and equipment included construction-in-progress in the amounts of $ 34.5 million and $ 37.7 million as of November 1, 2025 and May 3, 2025, respectively.

Depreciation expense was $ 5.5 million and $ 5.0 million for the three fiscal months ended November 1, 2025 and October 26, 2024, respectively.

Depreciation expense was $ 10.8 million and $ 10.0 million for the six fiscal months ended November 1, 2025 and October 26, 2024, respectively.

Machinery and equipment included construction-in-progress in the amounts of $ 33.8 million and $ 37.7 million as of January 31, 2026 and May 3, 2025, respectively.

Depreciation expense was $ 5.6 million and $ 4.9 million for the three fiscal months ended January 31, 2026 and January 25, 2025, respectively.

Depreciation expense was $ 16.4 million and $ 15.0 million for the nine fiscal months ended January 31, 2026 and January 25, 2025, respectively.

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

2 unchanged sentences

Lease agreements generally do not contain material residual value guarantees or material restrictive covenants.

Operating lease costs were $ 4.6 million and $ 4.1 million for the three fiscal months ended November 1, 2025 and October 26, 2024, respectively.

Operating lease costs were $ 9.2 million and $ 8.3 million for the six fiscal months ended November 1, 2025 and October 26, 2024, respectively.

As of November 1, 2025, the weighted-average remaining lease term and weighted average discount rate of operating leases was 5.62 years and 4.56 %, respectively.

Operating lease costs were $ 4.6 million and $ 4.2 million for the three fiscal months ended January 31, 2026 and January 25, 2025, respectively.

Operating lease costs were $ 13.8 million and $ 12.5 million for the nine fiscal months ended January 31, 2026 and January 25, 2025, respectively.

As of January 31, 2026, the weighted-average remaining lease term and weighted-average discount rate of operating leases was 5.48 years and 4.57 %, 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 $ 4.6 million and $ 4.3 million for operating leases for the three fiscal months ended November 1, 2025 and October 26, 2024, respectively.

Cash payments were $ 9.2 million and $ 8.4 million for operating leases for the six fiscal months ended November 1, 2025 and October 26, 2024, respectively.

The following is a summary of future minimum lease payments and related liabilities for all non-cancelable operating leases as of November 1, 2025:

Cash payments were $ 4.3 million and $ 3.9 million for operating leases for the three fiscal months ended January 31, 2026 and January 25, 2025, respectively.

Cash payments were $ 13.5 million and $ 12.3 million for operating leases for the nine fiscal months ended January 31, 2026 and January 25, 2025, respectively.

The following is a summary of future minimum lease payments and related liabilities for all non-cancelable operating leases as of January 31, 2026:

(In thousands)

Fiscal 2026 – Remaining 2 quarters

Fiscal 2026 – Remaining quarter

Total minimum lease payments including interest

3 unchanged sentences

Non-current portion of lease obligations

At November 1, 2025, a subsidiary of the Company maintained unsecured revolving credit facilities with banks aggregating $ 100 million (the “Credit Facilities”).

At January 31, 2026, 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 November 1, 2025 or May 3, 2025.

At November 1, 2025, $ 2.7 million of the Credit Facilities was reserved for standby letters of credit and $ 97.3 million was available for borrowings.

There were no borrowings outstanding under the Credit Facilities at January 31, 2026 or May 3, 2025.

At January 31, 2026, $ 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 November 1, 2025 or May 3, 2025.

There were no borrowings outstanding under the Loan Facility at January 31, 2026 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 the Company’s operations or financial position.

At November 1, 2025, the subsidiary was in compliance with all loan covenants.

At January 31, 2026, the subsidiary was in compliance with all loan covenants.

DERIVATIVE FINANCIAL INSTRUMENTS

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

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

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

1 unchanged sentence

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

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

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

(In thousands)

Three Fiscal Months Ended

Six Fiscal Months Ended

November 1, 2025

October 26, 2024

November 1, 2025

October 26, 2024

Nine Fiscal Months Ended

Recognized in AOCI:

5 unchanged sentences

Reclassified from AOCI to cost of sales:

Gain (loss) before income taxes

Gain before income taxes

8,496 1,395 20,470 2,536

income tax provision (benefit)

income tax provision

2,005 330 4,830 598

2 unchanged sentences

$ ( 1,501 ) $ 237 $ 3,810 $ 1,832

As of November 1, 2025, the notional amount of our outstanding aluminum swap contracts was $ 17.5 million and, assuming no change in commodity prices, $ 13.4 million of unrealized gain before tax will be reclassified from AOCI and recognized in earnings over the next 12 fiscal 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.

As of January 31, 2026, the notional amount of our outstanding aluminum swap contracts was $ 30.9 million and, assuming no change in commodity prices, $ 11.4 million of unrealized gain before tax will be reclassified from AOCI and recognized in earnings over the next 12 fiscal months.

The Company’s policy for the maximum length of time for which it may hedge 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 November 1, 2025, the fair value of the derivative asset was $ 13.4 million, which was included in prepaid and other current assets.

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

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

As of January 31, 2026, the fair value of the derivative asset was $ 11.4 million, which was included in prepaid and other current assets.

As of May 3, 2025, the fair value of the derivative asset was $ 7.4 million, which was included in prepaid and other current assets, and the fair value of the derivative liability was $ 1.0 million, which was included in accrued liabilities .

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 $ 2.9 million for both the three fiscal months ended November 1, 2025 and October 26, 2024.

Management fees to CMA were $ 6.2 million for both the six fiscal months ended November 1, 2025 and October 26, 2024.

At November 1, 2025 and May 3, 2025, accounts payable included amounts due to CMA of $ 1.8 million and $ 2.1 million, respectively.

Management fees to CMA were $ 2.6 million and $ 2.7 million for the three fiscal months ended January 31, 2026 and January 25, 2025, respectively.

Management fees to CMA were $ 8.8 million and $ 8.9 million for the nine fiscal months ended January 31, 2026 and January 25, 2025, respectively.

At January 31, 2026 and May 3, 2025, accounts payable included amounts due to CMA of $ 1.7 million and $ 2.1 million, respectively.

SEGMENT INFORMATION

7 unchanged sentences

The Board of Directors has authorized the Company to repurchase up to 3.2 million shares of its common stock.

During the fiscal month October 5, 2025 through November 1, 2025, the Company repurchased 20,000 shares of its common stock at an average price per share of $ 33.65 for a total cost of $ 0.7 million.

As of November 1, 2025, 1,333,144 common shares were purchased under the program and 1,866,856 common shares were available for repurchase.

During the nine fiscal months ended January 31, 2026, the Company repurchased 20,000 shares of its common stock at an average price per share of $ 33.65 for a total cost of $ 0.7 million.

As of January 31, 2026, 1,333,144 common shares were purchased under the program and 1,866,856 common shares were available for repurchase.

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® sparkling water;

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

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

11 unchanged sentences

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.

Beverage sales are seasonal with higher sales volume realized during the summer months when outdoor activities are more prevalent.

Beverage sales are seasonal with higher sales volume realized during the summer months.

RESULTS OF OPERATIONS

Three Fiscal Months Ended November 1, 2025 (second quarter of fiscal 2026) compared to Three Fiscal Months Ended October 26, 2024 (second quarter of fiscal 2025)

Net sales for the second quarter of fiscal 2026 decreased 1.0% to $288.3 million from $291.2 million for the second quarter of fiscal 2025.

Three Fiscal Months Ended January 31, 2026 (third quarter of fiscal 2026) compared to

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

Net sales for the third quarter of fiscal 2026 decreased 0.9% to $264.6 million from $267.1 million for the third quarter of fiscal 2025.

The decrease in sales resulted primarily from a 4.8% decrease in case volume, partially offset by a 4.4% 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 second quarter of fiscal 2026 was $109.2 million compared to $109.4 million for the second quarter of fiscal 2025 and gross margin increased to 37.9% from 37.6% The increase in gross margin was primarily due to the increase in average selling price per case, partially offset by increased packaging and ingredient costs and the effects of reduced case volume.

Gross profit for the third quarter of fiscal 2026 increased to $99.6 million from $99.0 million for the third quarter of fiscal 2025 and gross margin increased to 37.6% from 37.1% The increase in gross margin was primarily due to the increase in average selling price per case, partially offset by increased packaging costs and the effects of reduced case volume.

The average cost of sales per case increased 3.4%.

Selling, general and administrative expenses for the second quarter of fiscal 2026 decreased $0.3 million to $51.2 million from $51.5 million for the second quarter of fiscal 2025.

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

As a percentage of net sales, selling, general and administrative expenses remained constant at 17.7% for the second quarter of fiscal 2026 and fiscal 2025.

Other income, net includes interest income of $2.8 million for the second quarter of fiscal 2026 and $1.7 million for the second quarter of fiscal 2025.

Selling, general and administrative expenses for the third quarter of fiscal 2026 remained constant at $48.4 million for the third quarter of fiscal 2026 and fiscal 2025.

As a percentage of net sales, selling, general and administrative expenses increased to 18.3% for the third quarter of fiscal 2026 compared to 18.1% for the third quarter of fiscal 2025.

Other income, net includes interest income of $2.8 million for the third quarter of fiscal 2026 and $1.4 million for the third quarter of fiscal 2025.

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

The Company’s effective income tax rate, based upon estimated annual income tax rates, was 23.6% for the second quarter of fiscal 2026 and 23.4% for the second quarter of fiscal 2025.

The Company’s effective income tax rate, based upon estimated annual income tax rates, was 23.6% for the third quarter of fiscal 2026 and 23.7% for the third 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.

Six Fiscal Months Ended November 1, 2025 (first six months of fiscal 2026) compared to Six Fiscal Months Ended October 26, 2024 (first six months of fiscal 2025)

Net sales for the first six months of fiscal 2026 decreased $1.8 million to $618.8 million from $620.7 million for the first six months of fiscal 2025.

Nine Fiscal Months Ended January 31, 2026 (first nine months of fiscal 2026) compared to

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

Net sales for the first nine months of fiscal 2026 decreased 0.5% to $883.4 million from $887.7 million for the first nine months of fiscal 2025.

The decrease in sales resulted primarily from a 4.9% decrease in case volume, partially offset by a 4.7% 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 six months of fiscal 2026 increased to $234.6 million from $231.8 million for the first six months of fiscal 2025 and gross margin increased to 37.9% from 37.3%.

Gross profit for the first nine months of fiscal 2026 increased to $334.3 million from $330.7 million for the first nine months of fiscal 2025 and gross margin increased to 37.8% from 37.3%.

The increase in gross margin was primarily due to the increase in average selling price per case, partially offset by an increase in packaging and ingredient costs and the effects of reduced case volume.

The average cost of sales per case increased 3.7%

Selling, general and administrative expenses for the first six months of fiscal 2026 increased $1.4 million to $105.8 million from $104.4 million for the first six months 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 17.1% for the first six months of fiscal 2026 compared to 16.8% for the first six months of fiscal 2025.

Other income, net includes interest income of $5.0 million for the first six months of fiscal 2026 and $6.0 million for the first six months 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 six months of fiscal 2026 and 23.3% for the first six months of fiscal 2025.

Selling, general and administrative expenses for the first nine months of fiscal 2026 increased $1.5 million to $154.3 million from $152.8 million for the first nine months of fiscal 2025.

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

As a percentage of net sales, selling, general and administrative expenses increased to 17.5% for the first nine months of fiscal 2026 compared to 17.2% for the first nine months of fiscal 2025.

Other income, net includes interest income of $7.7 million for the first nine months of fiscal 2026 and $7.4 million for the first nine months of fiscal 2025.

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

The Company’s effective income tax rate, based upon estimated annual income tax rates, was 23.6% for the first nine months of fiscal 2026 and 23.4% for the first nine months 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.

2 unchanged sentences

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

At November 1, 2025, we maintained 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.

At January 31, 2026, we maintained 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 increased $75.5 million for the first six months of fiscal 2026 compared to a decrease of $214.2 million for the first six months 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 six months of fiscal 2026 was $84.8 million compared to $100.1 million for the first six months of fiscal 2025.

For the first six months of fiscal 2026, cash flow provided by operating activities decreased primarily due to a net increase in working capital, excluding cash.

Net cash used in investing activities for the first six months of fiscal 2026 reflects capital expenditures of $8.9 million, compared to capital expenditures of $10.6 million for the first six months of fiscal 2025.

The Company’s cash position increased $120.1 million for the first nine months of fiscal 2026 compared to a decrease of $177.8 million for the first nine months 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 nine months of fiscal 2026 was $135.7 million compared to $146.6 million for the first nine months of fiscal 2025.

For the first nine months of fiscal 2026, cash flow provided by operating activities decreased primarily due to a net increase in working capital, excluding cash.

Net cash used in investing activities for the first nine months of fiscal 2026 reflects capital expenditures of $15.2 million, compared to capital expenditures of $20.8 million for the first nine months 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.

Net cash used in financing activities for the first six months of fiscal 2026 primarily reflects the repurchase of common shares for $0.7 million.

Net cash used in financing activities for the first nine months of fiscal 2026 primarily reflects the repurchase of common shares for $0.7 million.

Financial Position

At November 1, 2025, working capital increased to $376.7 million from $266.4 million at May 3, 2025.

The current ratio was 4.3 to 1 at November 1, 2025 compared to 2.9 to 1 at May 3, 2025.

At January 31, 2026, working capital increased $149.6 million to $416.0 million from $266.4 million at May 3, 2025.

The current ratio was 4.4 to 1 at January 31, 2026 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 $120.1 million, a decrease in accounts payable and accrued liabilities of $19.6 million, and other net working capital increases of $9.8 million.

Trade receivables decreased $11.0 million and days sales outstanding decreased to 29.4 days from 32.5 days.

Trade receivables decreased $6.7 million and days sales outstanding increased to 33.5 days from 32.5 days.

Inventories increased $11.0 million and inventory turns decreased to 8.3 times from 8.7 times.

2 unchanged sentences

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