FIZZ 10-Q Quarter ended Jan. 25, 2025

NATIONAL BEVERAGE CORP.

QUARTERLY REPORT ON FORM 10-Q

INDEX

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)	Page
Condensed Consolidated Balance Sheets as of January 25, 2025 and April 27, 2024	3
Condensed Consolidated Statements of Income for the Three and Nine Months Ended January 25, 2025 and January 27, 2024	4
Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended January 25, 2025 and January 27, 2024	5
Condensed Consolidated Statements of Shareholders’ Equity for the Three and Nine Months Ended January 25, 2025 and January 27, 2024	6
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended January 25, 2025 and January 27, 2024	7
Notes to Condensed Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3. Quantitative and Qualitative Disclosures about Market Risk	16
Item 4. Controls and Procedures	16
PART II - OTHER INFORMATION
Item 1A. Risk Factors	17
Item 6. Exhibits	17
Signature	18

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In thousands, except share data)

See accompanying Notes to Condensed Consolidated Financial Statements.

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(In thousands, except per share amounts)

See accompanying Notes to Condensed Consolidated Financial Statements.

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(In thousands)

See accompanying Notes to Condensed Consolidated Financial Statements.

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)
(In thousands)

See accompanying Notes to Condensed Consolidated Financial Statements.

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)

See accompanying Notes to Condensed Consolidated Financial Statements.

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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. 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 condensed consolidated financial statements include the accounts of National Beverage Corp. and its subsidiaries. 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.

Segment Reporting

The Company operates as a single operating segment for purposes of presenting financial information and evaluating performance. As such, the accompanying consolidated financial statements present financial information in a format that is consistent with the internal financial information used by management.

Use of Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the interim unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Results for the interim periods presented are not necessarily indicative of results which might be expected for the entire fiscal year.

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. 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 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 5 -Derivative Financial Instruments.

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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.

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 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.

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. 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.

Marketing Costs

The Company utilizes a variety of marketing programs, including cooperative advertising programs with customers, to advertise and promote its beverages 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 $ 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.

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.

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

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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 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.

2. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net consist of the following:

		(In thousands)
		January 25, 2025				April 27, 2024
Land		$	9,835			$	9,835
Buildings and improvements			73,735				71,754
Machinery and equipment			332,440				314,079
Total			416,010				395,668
Less: accumulated depreciation			( 250,425	)			( 235,938	)
Property, plant and equipment, net		$	165,585			$	159,730

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

3. LEASES

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 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.

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

		(In thousands)
Fiscal 2025 – Remaining quarter		$	3,720
Fiscal 2026			15,120
Fiscal 2027			13,613
Fiscal 2028			8,769
Fiscal 2029			7,640
Thereafter			13,238
Total minimum lease payments including interest			62,100
Less: amounts representing interest			( 6,768	)
Present value of minimum lease payments			55,332
Less: current portion of lease obligations			( 13,076	)
Non-current portion of lease obligations		$	42,256

4. DEBT

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.

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.

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5. DERIVATIVE FINANCIAL INSTRUMENTS

From time to time, we enter into aluminum swap contracts to partially mitigate our 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 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:

		(In thousands)
		Three Months Ended								Nine Months Ended
		January 25, 2025				January 27, 2024				January 25, 2025				January 27, 2024
Recognized in AOCI:
Income (loss) before income taxes		$	1,704			$	1,465			$	4,927			$	( 4,916	)
Less: income tax provision (benefit)			402				350				1,157				( 1,176	)
Net			1,302				1,115				3,770				( 3,740	)
Reclassified from AOCI to cost of sales:
Gain (loss) before income taxes			1,395				( 2,126	)			2,536				( 9,353	)
Less: income tax provision (benefit)			330				( 509	)			598				( 2,237	)
Net			1,065				( 1,617	)			1,938				( 7,116	)
Net change to AOCI		$	237			$	2,732			$	1,832			$	3,376

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.

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. The fair value of the derivative liability was $ 0.1 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.

6. RELATED PARTIES

The Company is a party to a management agreement with Corporate Management Advisors, Inc. (CMA), a corporation owned by our Chairman and Chief Executive Officer. 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.

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7. 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.

ITEM 2. MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

National Beverage Corp. innovatively refreshes America with a distinctive portfolio of sparkling waters, juices, energy drinks (Power+ Brands) and, to a lesser extent, carbonated soft drinks. We believe our creative product designs, innovative packaging and imaginative flavors, along with our corporate culture and philosophy, make National Beverage unique as a stand-alone entity in the beverage industry.

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; Clear Fruit® non-carbonated water beverages enhanced with fruit flavor; Rip It® energy drinks and shots; and Everfresh®, Everfresh Premier Varietals™ and Mr. Pure® 100% juice and juice-based beverages. Additionally, we produce and distribute carbonated soft drinks including Shasta® and Faygo®, iconic brands whose consumer loyalty spans more than 135 years.

Our strategy seeks the profitable growth of our products by (i) developing healthier beverages in response to the global shift in consumer buying habits and tailoring our beverage portfolio to the preferences of a diverse mix of ‘crossover consumers’ – a growing group desiring a healthier alternative to artificially sweetened and high-caloric beverages; (ii) emphasizing unique flavor development and variety throughout our brands that appeal to multiple demographic groups; (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. 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.

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.

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

LIQUIDITY AND FINANCIAL CONDITION

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

Cash Flows

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.

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.

ITEM 3. 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.

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934). Based upon that evaluation, the Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective to ensure information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (2) accumulated and communicated to our management, including our Chief Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

FORWARD-LOOKING STATEMENTS

National Beverage Corp. and its representatives may make written or oral statements relating to future events or results relative to our financial, operational and business performance, achievements, objectives and strategies. These statements are “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995 and include statements contained in this report and other filings with the Securities and Exchange Commission and in reports to our stockholders. Certain statements including, without limitation, statements containing the words “believes,” “anticipates,” “intends,” “plans,” “expects,” “estimates”, ”may,” “will,” “should,” “could,” and similar expressions constitute “forward-looking statements” and involve known and unknown risk, uncertainties and other factors that may cause the actual results, performance or achievements of our Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the following: general economic and business conditions, pricing of competitive beverages, success of new product and flavor introductions, fluctuations in the costs and availability of raw materials and packaging supplies including effects of potential tariffs, ability to pass along cost increases to our customers, labor strikes or work stoppages or other interruptions in the employment of labor, continued retailer support for our beverages, changes in brand image, consumer demand and preferences and our success in creating beverages geared toward consumers’ tastes, success in implementing business strategies, changes in business strategy or development plans, technology failures or cyberattacks on our technology systems or our effective response to technology failures or cyberattacks on our customers’, suppliers’ or other third parties’ technology systems, government regulations, taxes or fees imposed on the sale of our beverages, unfavorable weather conditions, changing weather patterns and natural disasters, climate change or legislative or regulatory responses to such change and other factors referenced in this report, filings with the Securities and Exchange Commission and other reports to our stockholders. We disclaim any obligation to update any such factors or to publicly announce the results of any revisions to any forward-looking statements contained herein to reflect future events or developments.

ITEM 1A. RISK FACTORS

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

ITEM 6. EXHIBITS

Exhibit No.	Description
10.17	Amendment to Loan Agreement dated December 19, 2024 Credit Agreement between NewBevCo, Inc. and lender therein
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	The following financial information from National Beverage Corp. Quarterly Report on Form 10-Q for the quarterly period ended January 25, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets (Unaudited); (ii) Condensed Consolidated Statements of Income (Unaudited); (iii) Condensed Consolidated Statements of Comprehensive Income (Unaudited); (iv) Condensed Consolidated Statements of Shareholders’ Equity (Unaudited); (v) Condensed Consolidated Statements of Cash Flows (Unaudited); and (vi) the Notes to Condensed Consolidated Financial Statements (Unaudited).
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: March 6, 2025

	National Beverage Corp. (Registrant)
	By:	/s/ George R. Bracken
		George R. Bracken Executive Vice President – Finance (Principal Financial Officer)