NATIONAL BEVERAGE CORP

Previous wording

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

Current wording

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

Previous wording

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. See “Item 1A. Risk Factors” in Part I of this report for additional information about risks and uncertainties facing our Company.

Current wording

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. See “Item 1A. Risk Factors” in Part I of this report for additional information about risks and uncertainties facing our Company.

Previous wording

The following section generally discusses the fiscal years ended May 3, 2025 (“Fiscal 2025”) and April 27, 2024 (“Fiscal 2024”) results and year-to-year comparisons between Fiscal 2025 and Fiscal 2024. Discussions of fiscal year ended April 29, 2023 (“Fiscal 2023”) results and year-to-year comparisons between Fiscal 2024 and Fiscal 2023 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended April 27, 2024, which is available free of charge on our website at www.nationalbeverage.com. Fiscal 2025 consists of 53 weeks; Fiscal 2024 and Fiscal 2023 both consisted of 52 weeks.

Current wording

The following section generally discusses the fiscal years ended May 2, 2026 (“Fiscal 2026”) and May 3, 2025 (“Fiscal 2025”) results and year-to-year comparisons between Fiscal 2026 and Fiscal 2025. Discussions of fiscal year ended April 27, 2024 (“Fiscal 2024”) results and year-to-year comparisons between Fiscal 2025 and Fiscal 2024 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended May 3, 2025, which is available free of charge on our website at www.nationalbeverage.com. Fiscal 2026 and Fiscal 2024 both consisted of 52 weeks. Fiscal 2025 consisted of 53 weeks.

Previous wording

Gross profit for Fiscal 2025 increased to $443.9 million compared to $428.5 million for Fiscal 2024. The increase in gross profit was primarily due to a decline in packaging costs and the increase in average selling price per case, partially offset by the decrease in case volume. The average cost of sales per case remained relatively unchanged and gross margin increased to 37.0% compared to 36.0% for Fiscal 2024.

Current wording

Gross profit for Fiscal 2026 was $437.3 million compared to $443.9 million for Fiscal 2025. The change in gross profit was primarily due to an increase in packaging and ingredient costs and the change in case volume, partially offset by the increase in average selling price per case. Although the average cost of sales per case increased 5.0%, gross profit per case increased and gross margin remained constant at 37.0% for both Fiscal 2026 and Fiscal 2025.

Previous wording

Selling, general and administrative expenses for Fiscal 2025 decreased $1.4 million to $208.5 million from $209.9 million for Fiscal 2024. The decrease was primarily due to reduced marketing spending and a decline in shipping and handling costs. As a percentage of net sales, selling, general and administrative expenses decreased to 17.4% compared to 17.6% in Fiscal 2024***.***

Current wording

Selling, general and administrative expenses for Fiscal 2026 decreased $1.3 million to $207.2 million from $208.5 million for Fiscal 2025. The decrease was primarily due to a decrease in administrative and shipping and handling costs, partially offset by an increase in marketing and selling costs. As a percentage of net sales, selling, general and administrative expenses increased to 17.5% compared to 17.4% in Fiscal 2025***.***

Previous wording

Other income (expense), net includes primarily interest income of $9.3 million for Fiscal 2025 and $12.2 million for Fiscal 2024. The decrease in interest income is due to decreased average invested balances.

Current wording

Other income, net is primarily comprised of interest income of $10.6 million for Fiscal 2026 and $9.3 million for Fiscal 2025. The increase in interest income is primarily due to increased average invested balances, partially offset by lower yields.

Previous wording

For Fiscal 2025 and Fiscal 2024, our effective tax rates were 23.6% and 23.1%, respectively. The differences between the effective rate and the federal statutory rate of 21% were primarily due to the effects of state income taxes.

Current wording

For Fiscal 2026 and Fiscal 2025, our effective tax rates were 23.7% and 23.6%, respectively. The differences between the effective rate and the federal statutory rate of 21% were primarily due to the effects of state income taxes.

Previous wording

Our principal sources of liquidity are our existing cash and cash-equivalents, cash generated from operations and borrowing capacity available under our revolving credit facilities. At May 3, 2025, we had $193.8 million in cash and cash equivalents and maintained unsecured revolving credit facilities totaling $150 million, under which no borrowings were outstanding and $2.7 million was reserved for standby letters of credit. We believe that existing capital resources will be sufficient to meet our liquidity and capital requirements for the next twelve months. See Note 5 - Debt, of Notes to the Consolidated Financial Statements.

Current wording

Our principal sources of liquidity are our existing cash and cash-equivalents, cash generated from operations and borrowing capacity available under our revolving credit facilities. At May 2, 2026, we had $349.5 million in cash and cash equivalents and maintained unsecured revolving credit facilities totaling $150 million, under which no borrowings were outstanding and $2.7 million was reserved for standby letters of credit. We believe that existing capital resources will be sufficient to meet our liquidity and capital requirements for the next twelve months. See Note 5 - Debt, of Notes to the Consolidated Financial Statements.

Previous wording

Pursuant to a management agreement, we incurred fees to Corporate Management Advisors, Inc. (“CMA”) of $12.0 million and $11.9 million for Fiscal 2025 and Fiscal 2024, respectively. At May 3, 2025 and April 27, 2024, current liabilities included amounts due to CMA of $2.1 million and $3.0 million, respectively. See Note 6 - Capital Stock and Transactions with Related Parties, of Notes to the Consolidated Financial Statements.

Current wording

Pursuant to a management agreement, we incurred fees to Corporate Management Advisors, Inc. (“CMA”) of $11.8 million and $12.0 million for Fiscal 2026 and Fiscal 2025, respectively. At May 2, 2026 and May 3, 2025, current liabilities included amounts due to CMA of $3.0 million and $2.1 million, respectively. See Note 6 - Capital Stock and Transactions with Related Parties, of Notes to the Consolidated Financial Statements.

Previous wording

The Company’s cash position decreased $133.2 million in Fiscal 2025 primarily due to the payment of a special cash dividend of $304.1 million in the first quarter of fiscal 2025. Net cash provided by operating activities for Fiscal 2025 was $206.7 million compared to $197.9 million for Fiscal 2024. For Fiscal 2025, cash flow provided by operating activities was principally provided by an increase in net income, partially offset by an increase in working capital excluding cash.

Current wording

The Company’s cash position increased $155.7 million in Fiscal 2026 compared to a decrease of $133.2 million in Fiscal 2025 primarily due to the payment of a special cash dividend of $304.1 million in the first quarter of Fiscal 2025. Net cash provided by operating activities for Fiscal 2026 was $181.3 million compared to $206.7 million for Fiscal 2025. For Fiscal 2026, cash flow provided by operating activities decreased primarily due to a net increase in working capital excluding cash.

Previous wording

Net cash used in investing activities for Fiscal 2025 reflects capital expenditures of $36.3 million, compared to capital expenditures of $30.2 million for Fiscal 2024. Expenditures for property, plant and equipment in Fiscal 2025 were primarily for capital projects to expand our capacity, enhance sustainability and packaging capabilities and improve efficiencies at our production facilities. We intend to continue such projects in Fiscal 2026 and anticipate Fiscal 2026 capital expenditures will not exceed Fiscal 2025 capital spending.

Current wording

Net cash used in investing activities for Fiscal 2026 reflects capital expenditures of $25.1 million, compared to capital expenditures of $36.3 million for Fiscal 2025. Expenditures for property, plant and equipment in Fiscal 2026 were primarily for capital projects to expand our capacity, enhance sustainability and packaging capabilities and improve efficiencies at our production facilities. We intend to continue to improve packaging capabilities and efficiencies at our production facilities in Fiscal 2027 and anticipate Fiscal 2027 capital expenditures to be comparable to Fiscal 2026 capital spending.

Previous wording

During Fiscal 2025, our working capital decreased $131.7 million to $267.2 million. The decrease in working capital and current ratio was primarily due to the payment of the $304.1 million cash dividend. Trade receivables increased $1.3 million and days sales outstanding was 32.5 days at May 3, 2025 compared to 31.5 days at April 27, 2024. Inventories increased $0.5 million as a result of increased quantities of finished goods and raw materials. Annual inventory turns increased to 8.7 times from 8.6 times. At May 3, 2025, the current ratio was 2.9 to 1 compared to 3.9 to 1 at April 27, 2024.

Current wording

During Fiscal 2026, our working capital increased $191.4 million to $457.8 million. The increase in working capital was primarily due to an increase in cash and cash equivalents of $155.7 million, an increase in inventory of $10.4 million, an increase in the derivative asset of $8.6 million, an increase in income tax receivable of $5.1 million, a decrease in accounts payable and accrued liabilities of $5.2 million, and other net working capital increases of $6.4 million. Trade receivables increased $0.1 million to $104.3 million and days sales outstanding was 31.9 days at May 2, 2026 compared to 32.5 days at May 3, 2025. Inventories increased $10.4 million as a result of increased quantities of finished goods. Annual inventory turns decreased to 8.2 times from 8.7 times. At May 2, 2026, the current ratio was 4.4 to 1 compared to 2.9 to 1 at May 3, 2025.

Previous wording

We contribute to certain pension plans under collective bargaining agreements and to a discretionary profit-sharing plan. Annual contributions were $4.2 million and $3.8 million for Fiscal 2025 and Fiscal 2024, respectively. See Note 11- Pension Plans, of Notes to Consolidated Financial Statements.

Current wording

We contribute to certain pension plans under collective bargaining agreements and to a discretionary profit-sharing plan. Annual contributions were $4.2 million for both Fiscal 2026 and Fiscal 2025. See Note 11- Pension Plans, of Notes to Consolidated Financial Statements.

Previous wording

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 products, 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 recover cost increases, labor strikes or work stoppages or other interruptions in the employment of labor, continued retailer support for our products, changes in brand image, consumer demand and preferences and our success in creating products 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 products, 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.

Current wording

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 products, success of new product and flavor introductions, fluctuations in the costs and availability of raw materials and packaging supplies, including effects of tariffs and supply chain interruptions, ability to recover cost increases, labor strikes or work stoppages or other interruptions in the employment of labor, continued retailer support for our products, changes in brand image, consumer demand and preferences and our success in creating products 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, international conflicts, government regulations, taxes or fees imposed on the sale of our products, 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.