[Executive Summary & Financial Highlights](index=1&type=section&id=Executive%20Summary%20%26%20Financial%20Highlights) [Fourth Quarter Performance](index=1&type=section&id=1.1%20Fourth%20Quarter%20Performance) The company reported record net sales, operating profit, and net income for the fourth quarter, driven by volume growth and new product launches Q4 FY2025 Key Financial Metrics | Metric | Q4 FY2025 | Q4 FY2024 | Change (%) | | :----- | :-------- | :-------- | :--------- | | Net Sales | $314 million | $297.315 million | +5.5% | | Operating Income | $57.5 million | N/A | +8.6% | | Net Income | $44.8 million | $43.721 million | +2.4% | | EPS | $0.48 | $0.47 | +2.1% | - LaCroix's recent innovations began shipping in the fourth quarter, providing a **growth stimulus** in a challenging consumer environment[2](index=2&type=chunk) [Fiscal Year Performance](index=1&type=section&id=1.2%20Fiscal%20Year%20Performance) The full fiscal year demonstrated overall growth with increases in net sales, gross margin, operating income, and earnings per share FY2025 Key Financial Metrics | Metric | FY2025 | FY2024 | Change (%) | | :----- | :----- | :----- | :--------- | | Net Sales | $1.2 billion | $1.191 billion | +0.8% | | Gross Margin | 37.0% of sales | N/A | N/A | | Operating Income | $235 million | N/A | +7.8% | | EPS | $2.00 | $1.89 | +5.8% | [Operational & Marketing Initiatives](index=2&type=section&id=Operational%20%26%20Marketing%20Initiatives) [LaCroix Brand Innovations & Marketing](index=2&type=section&id=2.1%20LaCroix%20Brand%20Innovations%20%26%20Marketing) The company launched multi-faceted marketing campaigns and strategic partnerships to enhance LaCroix's brand awareness and drive growth - Initiated various LaCroix Summer marketing campaigns, including a multi-city bus tour featuring the captivating graphics of LaCroix Sunshine[4](index=4&type=chunk) - Partnered with men's and women's professional soccer teams and WNBA teams, and continued its partnership with the Florida Panthers to **enhance brand awareness**[4](index=4&type=chunk) - Emphasizes creative thinking in marketing, social media, BrandED (in-store tasting experience), and MerchMx (creative, themed displays)[4](index=4&type=chunk) - New flavors are meticulously developed, focusing on appealing names and unique taste to ensure **strong consumer connection** before release[4](index=4&type=chunk) [Strategic Outlook & Company Philosophy](index=2&type=section&id=2.2%20Strategic%20Outlook%20%26%20Company%20Philosophy) The company expresses confidence for the new fiscal year, citing consumer resilience and a deliberate, long-term operational focus - The company begins its new fiscal year with optimism that its innovative brands are well-positioned to deliver a **'healthy' future** to consumers and shareholders[4](index=4&type=chunk) - Highlights the **resilience of the U.S. consumer** and the company's deliberate, long-term operational focus amid current events[4](index=4&type=chunk) [Consolidated Financial Results](index=3&type=section&id=Consolidated%20Financial%20Results) [Consolidated Statements of Operations](index=3&type=section&id=3.1%20Consolidated%20Statements%20of%20Operations) The statements detail financial performance for the fourth quarter and full fiscal year, comparing key metrics against the prior year Consolidated Statements of Operations Highlights | Metric (in thousands, except per share) | Q4 FY2025 | Q4 FY2024 | FY2025 | FY2024 | | :------------------------------------ | :-------- | :-------- | :----- | :----- | | Net Sales | $313,629 | $297,315 | $1,201,354 | $1,191,694 | | Net Income | $44,761 | $43,721 | $186,821 | $176,732 | | Earnings Per Common Share - Basic | $0.48 | $0.47 | $2.00 | $1.89 | | Earnings Per Common Share - Diluted | $0.48 | $0.47 | $1.99 | $1.89 | | Average Common Shares Outstanding - Basic | 93,620 | 93,550 | 93,607 | 93,429 | | Average Common Shares Outstanding - Diluted | 93,684 | 93,666 | 93,685 | 93,630 | [Forward-Looking Statements & Disclosures](index=3&type=section&id=Forward-Looking%20Statements%20%26%20Disclosures) [Forward-Looking Statements & Fiscal Period Details](index=3&type=section&id=4.1%20Forward-Looking%20Statements%20%26%20Fiscal%20Period%20Details) This section contains standard disclosures on forward-looking statements, associated risks, and clarifies the duration of reported fiscal periods - The press release contains forward-looking statements, which involve risks and uncertainties that may cause actual results to differ[9](index=9&type=chunk) - The Company **disclaims any obligation to update** or announce revisions to any forward-looking statements[9](index=9&type=chunk) - The Fourth Quarter and Fiscal Year Ended May 3, 2025, consisted of **14 and 53 weeks**, respectively[9](index=9&type=chunk)

[Part I: Business and Risks](index=4&type=section&id=Part%20I) This section provides an overview of the company's business operations, strategic focus, and the various risks it faces, including competitive pressures, regulatory changes, and cybersecurity threats [Business Overview](index=4&type=section&id=ITEM%201.%20BUSINESS) National Beverage Corp. innovates and markets a portfolio of sparkling waters, juices, and energy drinks, emphasizing a 'Healthy Transformation' strategy for health-conscious consumers with brands like LaCroix - The company's strategy centers on developing healthier beverages for 'crossover consumers' who are moving away from artificially sweetened or high-calorie drinks[14](index=14&type=chunk) - LaCroix Sparkling Water is the company's most significant brand and leads the premium domestic sparkling water category. Recent flavor innovations include Sunshine, Strawberry Peach, and Mojito[23](index=23&type=chunk)[24](index=24&type=chunk)[25](index=25&type=chunk) - The company operates 12 strategically located production facilities, enabling efficient distribution across the U.S. This vertically integrated model is considered a competitive advantage over competitors reliant on third-party bottlers[38](index=38&type=chunk)[39](index=39&type=chunk) - As of May 3, 2025, the company employed approximately **1,681 people**, with **384** covered by collective bargaining agreements[63](index=63&type=chunk) [Risk Factors](index=10&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company faces key risks including brand image damage, intense competition, customer consolidation, volatile raw material and energy costs, government regulations, rising labor costs, and potential cybersecurity incidents - The beverage industry is extremely competitive, with rivals like Coca-Cola, PepsiCo, and Nestlé possessing substantially greater financial and marketing resources[56](index=56&type=chunk)[73](index=73&type=chunk) - The cost and availability of key raw materials (aluminum, resin, juice) and energy are subject to price volatility and supply chain disruptions, which could adversely affect financial results[75](index=75&type=chunk) - Potential changes in government regulations, such as new taxes on sweetened beverages or restrictions on certain ingredients, could increase costs or reduce demand for some products[76](index=76&type=chunk) - The business depends on information technology, and a cybersecurity incident could lead to system shutdowns, data breaches, and a material adverse effect on operations and financial condition[82](index=82&type=chunk) [Cybersecurity](index=12&type=section&id=ITEM%201C.%20CYBERSECURITY) The company manages cybersecurity risks through a multi-tiered strategy overseen by the Audit Committee, involving internal and external resources, employee training, and an incident response plan, with no material incidents in Fiscal 2025 - The Board's Audit Committee has oversight responsibility for cybersecurity and other information technology risks[87](index=87&type=chunk) - The company's management team, led by the Director of Information Technology, is responsible for managing material cybersecurity risks[87](index=87&type=chunk) - No cybersecurity incidents in Fiscal 2025 were reasonably likely to have a material effect on the company's business strategy, operations, or financial condition[86](index=86&type=chunk) [Properties](index=12&type=section&id=ITEM%202.%20PROPERTIES) National Beverage Corp. operates twelve production facilities, ten owned and two leased, totaling approximately two million square feet across ten states, which are deemed sufficient for current needs - The company owns ten production facilities and leases two, located in Maryland and Florida, with leases expiring through **2035**[88](index=88&type=chunk) [Part II: Financial Information and Performance](index=13&type=section&id=Part%20II) This section details the company's financial performance, including market information for its common stock, management's discussion and analysis of operations and liquidity, market risk disclosures, and audited financial statements [Market for Common Equity and Stockholder Matters](index=13&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT%27S%20COMMON%20EQUITY%2C%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) The company's common stock trades on NASDAQ under 'FIZZ'; in Fiscal 2025, a special cash dividend of **$3.25 per share** totaling **$304.1 million** was paid, with no share repurchases despite an authorized program - A special cash dividend of **$3.25 per share**, aggregating **$304.1 million**, was paid on July 24, 2024[95](index=95&type=chunk) - No shares of common stock were repurchased during the fiscal year ended May 3, 2025. Approximately **1.9 million shares** remain available for repurchase under the current authorization[95](index=95&type=chunk) [Management's Discussion and Analysis (MD&A)](index=15&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) In Fiscal 2025, net sales slightly increased to **$1.2 billion** due to higher prices, gross margin improved to **37.0%**, and net income rose to **$186.8 million**, maintaining strong liquidity with **$193.8 million** cash and no debt despite a large dividend payment [Results of Operations](index=15&type=section&id=Results%20of%20Operations) Fiscal 2025 saw a slight increase in net sales driven by higher average selling prices, improved gross profit and margin due to lower packaging costs, and a rise in net income despite reduced SG&A expenses Fiscal 2025 vs. Fiscal 2024 Performance | Metric | Fiscal 2025 | Fiscal 2024 | Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | **Net Sales** | $1,201.4M | $1,191.7M | +0.8% | 1.7% increase in avg. selling price, offset by 0.9% volume decrease | | **Gross Profit** | $443.9M | $428.5M | +3.6% | Decline in packaging costs and higher selling prices | | **Gross Margin** | 37.0% | 36.0% | +1.0 ppt | Favorable cost of sales and pricing | | **SG&A Expenses** | $208.5M | $209.9M | -0.7% | Reduced marketing spending and lower shipping costs | | **Net Income** | $186.8M | $176.7M | +5.7% | Higher gross profit and lower SG&A | | **Diluted EPS** | $1.99 | $1.89 | +5.3% | Increased net income | [Liquidity and Financial Condition](index=16&type=section&id=Liquidity%20and%20Financial%20Condition) The company's cash decreased to **$193.8 million** due to a **$304.1 million** special dividend, yet operating cash flow remained strong at **$206.7 million**, with increased capital expenditures and **$150 million** in unused credit facilities - The company's cash position decreased by **$133.2 million** to **$193.8 million**, primarily due to the payment of a **$304.1 million** special cash dividend[118](index=118&type=chunk)[120](index=120&type=chunk) - Net cash provided by operating activities was strong at **$206.7 million** for Fiscal 2025, compared to **$197.9 million** in Fiscal 2024[118](index=118&type=chunk) - Capital expenditures increased to **$36.3 million** in Fiscal 2025 from **$30.2 million** in Fiscal 2024, primarily for capacity expansion and efficiency projects[119](index=119&type=chunk) - The company maintained unsecured revolving credit facilities totaling **$150 million** with no borrowings outstanding at fiscal year-end[116](index=116&type=chunk) [Contractual Obligations](index=17&type=section&id=CONTRACTUAL%20OBLIGATIONS) As of May 3, 2025, the company's total contractual obligations amounted to **$97.474 million**, primarily consisting of operating lease commitments and short-term purchase commitments Contractual Obligations as of May 3, 2025 (In thousands) | Obligation Type | Total | Less than 1 Year | 2 to 3 Years | 4 to 5 Years | More than 5 Years | | :--- | :--- | :--- | :--- | :--- | :--- | | Operating leases | $82,856 | $17,388 | $28,010 | $20,441 | $17,017 | | Purchase commitments | $14,618 | $14,618 | - | - | - | | **Total** | **$97,474** | **$32,006** | **$28,010** | **$20,441** | **$17,017** | [Market Risk Disclosures](index=18&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company manages market risks from commodity price fluctuations and interest rate changes, utilizing derivative instruments for materials like aluminum and addressing interest rate exposure primarily through its short-duration investment securities - The company uses derivative financial instruments, such as aluminum swap contracts, to partially mitigate exposure to changes in raw material costs[131](index=131&type=chunk) - As of May 3, 2025, the company had no outstanding borrowings, so its primary interest rate risk is related to its cash equivalent investments[132](index=132&type=chunk) [Financial Statements and Supplementary Data](index=19&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) This section presents the company's audited consolidated financial statements for Fiscal 2025, including the balance sheet, income statement, cash flow statement, and statement of shareholders' equity, along with detailed notes and the independent auditor's report [Consolidated Financial Statements](index=19&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements for Fiscal 2025 show total assets of **$672.86 million**, net sales of **$1.201 billion**, net income of **$186.821 million**, and net cash from operating activities of **$206.696 million** Key Financial Data Summary (Fiscal Year 2025) | Metric | Amount (in thousands) | | :--- | :--- | | **Balance Sheet (as of May 3, 2025)** | | | Total Current Assets | $406,928 | | Total Assets | $672,860 | | Total Current Liabilities | $140,502 | | Total Liabilities | $228,861 | | Total Shareholders' Equity | $443,999 | | **Income Statement (for FY ended May 3, 2025)** | | | Net Sales | $1,201,354 | | Gross Profit | $443,941 | | Operating Income | $235,459 | | Net Income | $186,821 | | **Cash Flow Statement (for FY ended May 3, 2025)** | | | Net Cash from Operating Activities | $206,696 | | Net Cash used in Investing Activities | ($36,275) | | Net Cash used in Financing Activities | ($303,633) | [Notes to Consolidated Financial Statements](index=24&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail accounting policies, including the 53-week Fiscal 2025, classification of shipping costs, absence of debt, related-party transactions with CMA totaling **$12.0 million**, use of **$57.7 million** notional aluminum swap derivatives, and **$2.9 million** in multi-employer pension plan contributions - Fiscal 2025 consisted of **53 weeks**, whereas Fiscal 2024 and 2023 were **52-week** years[144](index=144&type=chunk) - The company incurred management fees of **$12.0 million** in Fiscal 2025 payable to Corporate Management Advisors, Inc. (CMA), a company owned by the Chairman and CEO[176](index=176&type=chunk) - The company uses aluminum swap contracts to hedge against commodity price volatility. As of May 3, 2025, the notional amount of these contracts was **$57.7 million**[177](index=177&type=chunk) - The company contributes to multi-employer pension plans, with total contributions amounting to **$2.9 million** in Fiscal 2025[197](index=197&type=chunk) [Report of Independent Registered Public Accounting Firm](index=33&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Grant Thornton LLP issued an unqualified opinion on the company's Fiscal 2025 consolidated financial statements and the effectiveness of its internal control over financial reporting, reporting no critical audit matters - The audit firm Grant Thornton LLP issued an unqualified opinion, stating the financial statements are presented fairly in all material respects[207](index=207&type=chunk) - The auditors also issued an unqualified opinion on the effectiveness of the company's internal control over financial reporting as of May 3, 2025[208](index=208&type=chunk)[215](index=215&type=chunk) [Controls and Procedures](index=36&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) As of May 3, 2025, the CEO and principal financial officer concluded that both disclosure controls and internal control over financial reporting were effective, with no material changes reported during the last fiscal quarter - Management concluded that the company's disclosure controls and procedures were effective as of the end of the fiscal year[230](index=230&type=chunk) - Management's evaluation concluded that the company's internal control over financial reporting was effective as of May 3, 2025[233](index=233&type=chunk) [Part III: Corporate Governance and Executive Compensation](index=37&type=section&id=Part%20III) This section identifies the company's executive officers and incorporates detailed information on directors, corporate governance, executive compensation, security ownership, and related party transactions by reference from the 2025 Proxy Statement [Directors, Executive Officers and Corporate Governance](index=37&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) The report lists key executive officers, including Nick A. Caporella (Chairman & CEO), Joseph G. Caporella (President), and George R. Bracken (EVP - Finance), with further details on directors and governance incorporated by reference Executive Officers as of May 3, 2025 | Name | Age | Position | | :--- | :--- | :--- | | Nick A. Caporella | 89 | Chairman of the Board and Chief Executive Officer | | Joseph G. Caporella | 64 | President | | George R. Bracken | 80 | Executive Vice President - Finance | [Part IV: Exhibits and Financial Statement Schedules](index=38&type=section&id=Part%20IV) This final part lists the financial statements, schedules, and exhibits filed with the Form 10-K, including consents from independent auditors and certifications by the CEO and CFO [Exhibits and Signatures](index=38&type=section&id=ITEM%2015.%20EXHIBITS%2C%20FINANCIAL%20STATEMENT%20SCHEDULES) This section indexes all exhibits filed with the 10-K, such as corporate documents, material contracts, and compensation plans, and includes required signatures from the company's officers and directors - The report includes certifications from the Chief Executive Officer and Principal Financial Officer as required by Sections 302 and 906 of the Sarbanes-Oxley Act[257](index=257&type=chunk) - The report was signed by key executives, including George R. Bracken (Principal Financial Officer), Nick A. Caporella (CEO), and Joseph G. Caporella (President)[260](index=260&type=chunk)[261](index=261&type=chunk)

Core Insights - The article emphasizes the investment philosophy focused on small cap companies, highlighting the importance of identifying mispriced securities through understanding financial drivers and utilizing DCF model valuation [1] Investment Philosophy - The investment approach is not confined to traditional categories such as value, dividend, or growth investing, but rather considers all prospects of a stock to assess risk-to-reward [1]

[Executive Summary & Highlights](index=1&type=section&id=Executive%20Summary%20%26%20Highlights) National Beverage Corp. reports challenging Q3 performance due to weather and fires, while trailing twelve-month results show growth in sales and profit [Company Announcement & Q3 Overview](index=1&type=section&id=Company%20Announcement%20%26%20Q3%20Overview) Q3 performance was challenging due to unpredictable winter weather and Southern California fires, negatively impacting sales volumes in key markets - Q3 performance was challenging due to unpredictable winter weather and Southern California fires, which adversely impacted volumes in key markets[2](index=2&type=chunk) [Key Financial Highlights](index=1&type=section&id=Key%20Financial%20Highlights) Q3 net sales reached $267 million with a 5% operating profit increase, while trailing twelve-month net sales grew to $1.2 billion with a 10% net income rise Key Financial Highlights (Q3 & Trailing Twelve Months) | Metric | Three Months Ended Jan 25, 2025 | Trailing Twelve Months Ended Jan 25, 2025 | | :----------------- | :------------------------------ | :---------------------------------------- | | Net Sales | $267 million | $1.2 billion | | Operating Profit | $51 million (up 5%) | $231 million (up 8%) | | Net Income | N/A | $186 million (up 10%) | | Earnings Per Share | $0.42 | $1.99 (up $0.18) | | Cash | $149 million | N/A | [Operational Review & Strategic Initiatives](index=2&type=section&id=Operational%20Review%20%26%20Strategic%20Initiatives) The company strengthens brand awareness through marketing and sponsorships, while LaCroix innovates the sparkling water category with a new "creativity" [Marketing & Brand Strategy](index=2&type=section&id=Marketing%20%26%20Brand%20Strategy) Marketing efforts focus on in-store displays, consumer engagements, social media, and sports sponsorships to enhance brand awareness and health alignment - Marketing strategy reinforces brand awareness through in-store displays, consumer 'experiential' engagements, social media, and sponsorships of women's soccer and youth sports[4](index=4&type=chunk) - The company aligns with the media's focus on improving health by promoting its products as 'delicious and innocent refreshment'[4](index=4&type=chunk) [Product Innovation](index=2&type=section&id=Product%20Innovation) LaCroix is developing and testing a new "creativity" for sparkling water, showing promising results at Natural Products Expo West - LaCroix is testing a new 'creativity' at Natural Products Expo West to innovate the sparkling water category[4](index=4&type=chunk) - The new concept is currently exceeding expectations and is considered a potential **'game changer'**[4](index=4&type=chunk) [Consolidated Financial Results](index=3&type=section&id=Consolidated%20Financial%20Results) This section details the company's financial performance for the three months and trailing twelve months ended January 25, 2025 [Three Months Ended January 25, 2025](index=3&type=section&id=Three%20Months%20Ended%20January%2025%2C%202025) Net sales slightly decreased to $267.05 million, while net income and EPS remained stable for the three months ended January 25, 2025 Consolidated Results for Three Months Ended | Metric | Jan. 25, 2025 (in thousands) | Jan. 27, 2024 (in thousands) | Change (YoY) | | :--------------------------- | :--------------------------- | :--------------------------- | :----------- | | Net Sales | $267,050 | $270,065 | -$3,015 (-1.1%) | | Net Income | $39,643 | $39,592 | +$51 (+0.1%) | | Basic EPS | $0.42 | $0.42 | $0.00 (0%) | | Diluted EPS | $0.42 | $0.42 | $0.00 (0%) | | Average Basic Shares Outstanding | 93,617 | 93,454 | +163 | | Average Diluted Shares Outstanding | 93,691 | 93,640 | +51 | [Trailing Twelve Months Ended January 25, 2025](index=3&type=section&id=Trailing%20Twelve%20Months%20Ended%20January%2025%2C%202025) Net sales increased to $1.185 billion, with net income rising 9.7% and EPS increasing to $1.99 for the trailing twelve months Consolidated Results for Trailing Twelve Months Ended | Metric | Jan. 25, 2025 (in thousands) | Jan. 27, 2024 (in thousands) | Change (YoY) | | :--------------------------- | :--------------------------- | :--------------------------- | :----------- | | Net Sales | $1,185,040 | $1,181,078 | +$3,962 (+0.3%) | | Net Income | $185,781 | $169,314 | +$16,467 (+9.7%) | | Basic EPS | $1.99 | $1.81 | +$0.18 (+9.9%) | | Diluted EPS | $1.98 | $1.81 | +$0.17 (+9.4%) | | Average Basic Shares Outstanding | 93,590 | 93,380 | +210 | | Average Diluted Shares Outstanding | 93,680 | 93,618 | +62 | [Forward-Looking Statements Disclaimer](index=3&type=section&id=Forward-Looking%20Statements%20Disclaimer) This disclaimer addresses forward-looking statements, highlighting inherent risks and uncertainties, and disclaims any obligation for future updates - The press release contains forward-looking statements, subject to risks and uncertainties described in SEC filings[7](index=7&type=chunk) - The Company disclaims any obligation to update or revise forward-looking statements[7](index=7&type=chunk)

[PART I - FINANCIAL INFORMATION](index=2&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This section details the unaudited financial statements, notes, and management's analysis of National Beverage Corp's performance and financial position [ITEM 1. FINANCIAL STATEMENTS (Unaudited)](index=3&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements of National Beverage Corp. for the periods ended January 25, 2025, and January 27, 2024, including balance sheets, income statements, comprehensive income statements, shareholders' equity statements, and cash flow statements, along with detailed notes on significant accounting policies, property, plant and equipment, leases, debt, derivative financial instruments, related party transactions, and cash dividends [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section presents the company's financial position, detailing assets, liabilities, and equity at specific points in time **Condensed Consolidated Balance Sheets (In thousands):** | Item | January 25, 2025 | April 27, 2024 | | :-------------------------------- | :--------------- | :------------- | | Total Assets | $594,020 | $770,153 | | Total Liabilities | $193,784 | $210,641 | | Total Shareholders' Equity | $400,236 | $559,512 | | Cash and cash equivalents | $149,222 | $327,047 | | Trade receivables, net | $90,903 | $102,837 | | Inventories | $85,032 | $84,603 | | Total current assets | $352,570 | $536,872 | | Total current liabilities | $119,614 | $137,927 | - Total assets decreased by **$176.1 million (22.9%)** from April 27, 2024, to January 25, 2025, primarily driven by a significant reduction in cash and cash equivalents[6](index=6&type=chunk) - Total shareholders' equity decreased by **$159.3 million (28.5%)** over the same period, largely due to the special cash dividend paid[6](index=6&type=chunk) [Condensed Consolidated Statements of Income](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) This section outlines the company's revenues, expenses, and net income over specific reporting periods **Condensed Consolidated Statements of Income (In thousands, except per share amounts):** | Item | 3 Months Ended Jan 25, 2025 | 3 Months Ended Jan 27, 2024 | YoY Change (3M) | 9 Months Ended Jan 25, 2025 | 9 Months Ended Jan 27, 2024 | YoY Change (9M) | | :-------------------------------- | :-------------------------- | :-------------------------- | :-------------- | :-------------------------- | :-------------------------- | :-------------- | | Net sales | $267,050 | $270,065 | -1.1% | $887,725 | $894,379 | -0.7% | | Gross profit | $98,950 | $97,031 | +2.0% | $330,733 | $319,370 | +3.6% | | Operating income | $50,577 | $48,181 | +5.0% | $177,959 | $165,585 | +7.5% | | Net income | $39,643 | $39,592 | +0.1% | $142,060 | $133,011 | +6.8% | | Basic EPS | $0.42 | $0.42 | 0.0% | $1.52 | $1.42 | +7.0% | | Diluted EPS | $0.42 | $0.42 | 0.0% | $1.52 | $1.42 | +7.0% | - For the three months ended January 25, 2025, net sales decreased by **1.1%** while gross profit increased by **2.0%** and operating income increased by **5.0%**. Net income remained relatively flat[7](index=7&type=chunk) - For the nine months ended January 25, 2025, net sales decreased by **0.7%**, but gross profit, operating income, and net income all saw increases of **3.6%**, **7.5%**, and **6.8%** respectively, indicating improved profitability despite slightly lower sales[7](index=7&type=chunk) [Condensed Consolidated Statements of Comprehensive Income](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) This section details net income and other comprehensive income components, reflecting total changes in equity from non-owner sources **Condensed Consolidated Statements of Comprehensive Income (In thousands):** | Item | 3 Months Ended Jan 25, 2025 | 3 Months Ended Jan 27, 2024 | YoY Change (3M) | 9 Months Ended Jan 25, 2025 | 9 Months Ended Jan 27, 2024 | YoY Change (9M) | | :-------------------------------- | :-------------------------- | :-------------------------- | :-------------- | :-------------------------- | :-------------------------- | :-------------- | | Net income | $39,643 | $39,592 | +0.1% | $142,060 | $133,011 | +6.8% | | Cash flow hedges (net of tax) | $237 | $2,732 | -91.3% | $1,832 | $3,376 | -45.7% | | Comprehensive income | $39,880 | $42,324 | -5.7% | $143,892 | $136,387 | +5.5% | - Other comprehensive income from cash flow hedges significantly decreased for both the three-month and nine-month periods, impacting the overall comprehensive income trend[9](index=9&type=chunk) [Condensed Consolidated Statements of Shareholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Shareholders'%20Equity) This section tracks changes in the company's equity accounts, including retained earnings and common stock, over time **Condensed Consolidated Statements of Shareholders' Equity (In thousands):** | Item | Jan 25, 2025 (9M) | Jan 27, 2024 (9M) | | :-------------------------------- | :---------------- | :---------------- | | Retained Earnings (Beginning) | $535,077 | $358,345 | | Net income | $142,060 | $133,011 | | Common stock cash dividend | $(304,148) | $- | | Retained Earnings (End) | $372,989 | $491,356 | | Total Shareholders' Equity (End) | $400,236 | $510,221 | - A significant common stock cash dividend of **$304.1 million** was paid during the nine months ended January 25, 2025, which substantially reduced retained earnings and total shareholders' equity compared to the prior year period where no such dividend was paid[11](index=11&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section categorizes cash inflows and outflows from operating, investing, and financing activities over specific periods **Condensed Consolidated Statements of Cash Flows (In thousands, Nine Months Ended):** | Item | January 25, 2025 | January 27, 2024 | YoY Change | | :-------------------------------- | :--------------- | :--------------- | :--------- | | Net cash provided by operating activities | $146,621 | $137,465 | +6.7% | | Net cash used in investing activities | $(20,813) | $(19,419) | +7.2% | | Net cash (used in) provided by financing activities | $(303,633) | $841 | -36190.0% | | Net (Decrease) Increase in Cash and Cash Equivalents | $(177,825) | $118,887 | -249.5% | | Cash and Cash Equivalents - End of Period | $149,222 | $276,961 | -46.2% | - Net cash provided by operating activities increased by **6.7%** to **$146.6 million** for the nine months ended January 25, 2025[12](index=12&type=chunk) - The company experienced a significant net decrease in cash and cash equivalents of **$177.8 million**, primarily due to **$304.1 million** in dividends paid on common stock, contrasting with a net increase of **$118.9 million** in the prior year period[12](index=12&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and additional information supporting the condensed consolidated financial statements [1. SIGNIFICANT ACCOUNTING POLICIES](index=8&type=section&id=1.%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This section describes the key accounting principles and methods used in preparing the financial statements - The Company operates as a single operating segment, developing, producing, marketing, and selling sparkling waters, juices, energy drinks, and carbonated soft drinks primarily in the United States and Canada[13](index=13&type=chunk)[16](index=16&type=chunk) - Recently issued accounting pronouncements include ASU 2024-03 (Expense Disaggregation), ASU 2023-09 (Income Tax Disclosures), and ASU 2023-07 (Segment Reporting), with the Company currently evaluating their impact, but not expecting a material impact from ASU 2023-09 and ASU 2023-07[25](index=25&type=chunk)[27](index=27&type=chunk)[28](index=28&type=chunk) **Key Accounting Policy Data (In thousands):** | Item | January 25, 2025 | April 27, 2024 | | :-------------------------------- | :--------------- | :------------- | | Trade Receivables, Net (Allowance for credit losses) | $1,300 | $900 | | Inventories (Finished goods) | $46,100 | $50,300 | | Inventories (Raw materials) | $38,900 | $34,300 | **Shipping and Handling Costs (In millions):** | Period | January 25, 2025 | January 27, 2024 | | :-------------------------------- | :--------------- | :--------------- | | Three Months Ended | $17.5 | $17.7 | | Nine Months Ended | $55.5 | $58.3 | **Marketing Costs (In millions):** | Period | January 25, 2025 | January 27, 2024 | | :-------------------------------- | :--------------- | :--------------- | | Three Months Ended | $10.1 | $11.0 | | Nine Months Ended | $33.2 | $35.1 | [2. PROPERTY, PLANT AND EQUIPMENT, NET](index=10&type=section&id=2.%20PROPERTY,%20PLANT%20AND%20EQUIPMENT,%20NET) This section details the company's tangible long-term assets, their depreciation, and capital investments **Property, Plant and Equipment, Net (In thousands):** | Item | January 25, 2025 | April 27, 2024 | | :-------------------------------- | :--------------- | :------------- | | Total Property, Plant and Equipment | $416,010 | $395,668 | | Less: Accumulated Depreciation | $(250,425) | $(235,938) | | Property, Plant and Equipment, Net | $165,585 | $159,730 | | Construction-in-progress | $42,000 | $32,500 | **Depreciation Expense (In millions):** | Period | January 25, 2025 | January 27, 2024 | | :-------------------------------- | :--------------- | :--------------- | | Three Months Ended | $4.9 | $4.8 | | Nine Months Ended | $15.0 | $14.0 | - Net property, plant and equipment increased by **$5.8 million**, with construction-in-progress rising by **$9.5 million**, indicating ongoing capital investments[29](index=29&type=chunk) [3. LEASES](index=10&type=section&id=3.%20LEASES) This section outlines the company's lease agreements, associated costs, and future payment obligations **Operating Lease Costs (In millions):** | Period | January 25, 2025 | January 27, 2024 | | :-------------------------------- | :--------------- | :--------------- | | Three Months Ended | $4.2 | $4.1 | | Nine Months Ended | $12.5 | $11.8 | **Operating Lease Metrics:** | Metric | January 25, 2025 | April 27, 2024 | | :-------------------------------- | :--------------- | :------------- | | Weighted-average remaining lease term | 4.85 years | 4.80 years | | Weighted average discount rate | 4.50% | 4.30% | **Future Minimum Lease Payments (In thousands, as of Jan 25, 2025):** | Fiscal Year | Amount | | :-------------------------------- | :----- | | 2025 (Remaining quarter) | $3,720 | | 2026 | $15,120 | | 2027 | $13,613 | | 2028 | $8,769 | | 2029 | $7,640 | | Thereafter | $13,238 | | Total minimum lease payments | $62,100 | | Present value of minimum lease payments | $55,332 | - Operating lease costs increased slightly for both the three-month and nine-month periods. The weighted-average remaining lease term and discount rate also saw minor increases[30](index=30&type=chunk) [4. DEBT](index=11&type=section&id=4.%20DEBT) This section describes the company's credit facilities and borrowing arrangements, including availability and compliance - The Company maintains unsecured revolving credit facilities totaling **$100 million** and an unsecured revolving term loan facility of **$50 million**, with no outstanding borrowings under either facility as of January 25, 2025, or April 27, 2024[33](index=33&type=chunk)[34](index=34&type=chunk) - As of January 25, 2025, **$97.8 million** was available for borrowings under the credit facilities, and the subsidiary was in compliance with all loan covenants[33](index=33&type=chunk)[35](index=35&type=chunk) [5. DERIVATIVE FINANCIAL INSTRUMENTS](index=12&type=section&id=5.%20DERIVATIVE%20FINANCIAL%20INSTRUMENTS) This section explains the company's use of derivatives for hedging and their impact on financial results - The Company uses aluminum swap contracts as cash flow hedges to mitigate exposure to changes in aluminum costs, with gains/losses reported in accumulated other comprehensive income (AOCI) and reclassified to cost of sales[37](index=37&type=chunk) **Derivative Financial Instruments - Net Change to AOCI (In thousands):** | Period | January 25, 2025 | January 27, 2024 | | :-------------------------------- | :--------------- | :--------------- | | Three Months Ended | $237 | $2,732 | | Nine Months Ended | $1,832 | $3,376 | **Fair Value of Derivative Instruments (In thousands, as of Jan 25, 2025):** | Item | Amount | | :-------------------------------- | :----- | | Notional amount of outstanding aluminum swap contracts | $73,000 | | Fair value of derivative asset | $8,200 | | Fair value of derivative liability | $100 | - As of January 25, 2025, the notional amount of outstanding aluminum swap contracts was **$73.0 million**, with an unrealized gain of **$6.7 million** before tax expected to be reclassified to earnings over the next 12 months[37](index=37&type=chunk) [6. RELATED PARTIES](index=12&type=section&id=6.%20RELATED%20PARTIES) This section discloses transactions and agreements with entities or individuals closely related to the company - The Company has a management agreement with Corporate Management Advisors, Inc. (CMA), owned by its Chairman and CEO, for an annual base fee of **one percent of consolidated net sales**[39](index=39&type=chunk) **Management Fees to CMA (In millions):** | Period | January 25, 2025 | January 27, 2024 | | :-------------------------------- | :--------------- | :--------------- | | Three Months Ended | $2.7 | $2.7 | | Nine Months Ended | $8.9 | $9.0 | **Amounts Due to CMA (In millions):** | Date | Amount | | :-------------------------------- | :----- | | January 25, 2025 | $1.6 | | April 27, 2024 | $3.0 | [7. CASH DIVIDEND](index=13&type=section&id=7.%20CASH%20DIVIDEND) This section details the special cash dividend declared and paid by the company during the period - On June 12, 2024, the Company declared a special cash dividend of **$3.25 per share**, totaling **$304.1 million**, which was paid on July 24, 2024[41](index=41&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=13&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section provides management's perspective on the Company's financial performance and condition, highlighting key operational results for the three and nine months ended January 25, 2025, compared to the prior year, and discussing liquidity, capital resources, cash flows, and financial position [OVERVIEW](index=13&type=section&id=OVERVIEW) This section provides a general introduction to National Beverage Corp.'s business, products, market strategy, and operational influences - National Beverage Corp. focuses on a distinctive portfolio of sparkling waters, juices, energy drinks, and carbonated soft drinks, primarily in the US and Canada, with a strategy geared towards health-conscious consumers and innovative product development[42](index=42&type=chunk)[43](index=43&type=chunk)[44](index=44&type=chunk) - The Company utilizes a hybrid distribution system (warehouse and direct-store delivery) to service a diverse customer base and is exploring options to expand distribution to other regions[45](index=45&type=chunk) - Operating results are influenced by raw material costs, supply chain, seasonality (higher sales in summer), and weather conditions[46](index=46&type=chunk) [RESULTS OF OPERATIONS](index=14&type=section&id=RESULTS%20OF%20OPERATIONS) This section analyzes the company's financial performance, comparing key revenue and profitability metrics across periods [Three Months Ended January 25, 2025 compared to Three Months Ended January 27, 2024](index=14&type=section&id=Three%20Months%20Ended%20January%2025,%202025%20(third%20quarter%20of%20fiscal%202025)%20compared%20to%20Three%20Months%20Ended%20January%2027,%202024%20(third%20quarter%20of%20fiscal%202024)) This section compares the company's financial performance for the third quarter of fiscal 2025 against the prior year's third quarter **Results of Operations (Three Months Ended):** | Item | January 25, 2025 | January 27, 2024 | Change | | :-------------------------------- | :--------------- | :--------------- | :----- | | Net sales | $267.1 million | $270.1 million | -1.1% | | Case volume | -3.4% | N/A | -3.4% | | Average selling price per case | +2.2% | N/A | +2.2% | | Gross profit | $99.0 million | $97.0 million | +2.0% | | Gross margin | 37.1% | 35.9% | +1.2 pp | | Selling, general and administrative expenses | $48.4 million | $48.9 million | -1.0% | | Other income, net | $1.4 million | $1.8 million | -22.2% | | Effective income tax rate | 23.7% | 21.0% | +2.7 pp | - Net sales decreased by **1.1%** due to a **3.4%** decrease in case volume, primarily impacting Power+ Brands, partially offset by a **2.2%** increase in average selling price per case[48](index=48&type=chunk) - Gross profit increased by **2.0%** and gross margin improved to **37.1%** from **35.9%**, driven by higher average selling prices and lower packaging costs[49](index=49&type=chunk) [Nine Months Ended January 25, 2025 compared to Nine Months Ended January 27, 2024](index=14&type=section&id=Nine%20Months%20Ended%20January%2025,%202025%20(first%20nine%20months%20of%20fiscal%202025)%20compared%20to%20Nine%20Months%20Ended%20January%2027,%202024%20(first%20nine%20months%20of%20fiscal%202024)) This section compares the company's financial performance for the first nine months of fiscal 2025 against the prior year's first nine months **Results of Operations (Nine Months Ended):** | Item | January 25, 2025 | January 27, 2024 | Change | | :-------------------------------- | :--------------- | :--------------- | :----- | | Net sales | $887.7 million | $894.4 million | -0.7% | | Case volume | -2.3% | N/A | -2.3% | | Average selling price per case | +1.7% | N/A | +1.7% | | Gross profit | $330.7 million | $319.4 million | +3.6% | | Gross margin | 37.3% | 35.7% | +1.6 pp | | Selling, general and administrative expenses | $152.8 million | $153.8 million | -0.7% | | Other income, net | $7.4 million | $5.8 million | +27.6% | | Effective income tax rate | 23.4% | 22.8% | +0.6 pp | - Net sales decreased by **0.7%** due to a **2.3%** decrease in case volume, affecting both Power+ Brands and carbonated soft drink brands, partially offset by a **1.7%** increase in average selling price per case[52](index=52&type=chunk) - Gross profit increased by **3.6%** and gross margin improved to **37.3%** from **35.7%**, primarily due to lower packaging costs and higher average selling prices[53](index=53&type=chunk) [LIQUIDITY AND FINANCIAL CONDITION](index=15&type=section&id=LIQUIDITY%20AND%20FINANCIAL%20CONDITION) This section assesses the company's ability to meet short-term obligations and its overall financial health [Liquidity and Capital Resources](index=15&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's sources of cash and its capacity to fund ongoing operations and investments - The Company's primary liquidity sources are existing cash, cash generated from operations, and **$150 million** in unsecured credit facilities, with no outstanding borrowings as of January 25, 2025[58](index=58&type=chunk) - Management believes current capital resources are sufficient to meet liquidity and capital requirements for the next twelve months[58](index=58&type=chunk) [Cash Flows](index=15&type=section&id=Cash%20Flows) This section analyzes the movement of cash from operating, investing, and financing activities - The Company's cash position decreased by **$177.8 million** for the first nine months of fiscal 2025, primarily due to a **$304.1 million** special cash dividend, contrasting with a **$118.9 million** increase in the prior year[59](index=59&type=chunk) - Net cash provided by operating activities increased to **$146.6 million** from **$137.5 million**, driven by higher net income[60](index=60&type=chunk) - Capital expenditures for the first nine months were **$20.8 million**, with fiscal 2025 capital expenditures anticipated to be in the range of **$25 to $30 million**[61](index=61&type=chunk) [Financial Position](index=15&type=section&id=Financial%20Position) This section evaluates the company's balance sheet health, including working capital and key financial ratios **Financial Position Metrics:** | Metric | January 25, 2025 | April 27, 2024 | Change | | :-------------------------------- | :--------------- | :------------- | :----- | | Working capital | $233.0 million | $398.9 million | -41.7% | | Current ratio | 2.9 to 1 | 3.9 to 1 | -1.0 | | Trade receivables decrease | $11.9 million | N/A | N/A | | Days sales outstanding | 31.0 days | 31.5 days | -0.5 days | | Inventories increase | $0.4 million | N/A | N/A | | Inventory turns | 8.6 times | 8.6 times | 0.0 | - Working capital and the current ratio decreased significantly, primarily due to the **$304.1 million** cash dividend payment[63](index=63&type=chunk) - Subsequent to January 25, 2025, renewed and new leases will increase operating lease right-of-use assets and liabilities by approximately **$18 million**[63](index=63&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=16&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) There have been no material changes in market risks from those reported in the Company's Annual Report on Form 10-K for the fiscal year ended April 27, 2024 - No material changes in market risks were reported compared to the previous annual report[65](index=65&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=16&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management, including the CEO and Principal Financial Officer, evaluated the effectiveness of disclosure controls and procedures, concluding they were effective. No material changes in internal control over financial reporting occurred during the quarter - The Chief Executive Officer and Principal Financial Officer concluded that the Company's disclosure controls and procedures were effective as of January 25, 2025[66](index=66&type=chunk) - There were no material changes in the Company's internal control over financial reporting during the most recent fiscal quarter[67](index=67&type=chunk) [FORWARD-LOOKING STATEMENTS](index=16&type=section&id=FORWARD-LOOKING%20STATEMENTS) This section outlines the nature of forward-looking statements made by National Beverage Corp., emphasizing that they involve known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially from projections. The Company disclaims any obligation to update these statements - Statements in the report are 'forward-looking' and involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially[68](index=68&type=chunk) - Key risk factors include general economic conditions, competitive pricing, new product success, raw material costs, supply chain disruptions, labor issues, retailer support, changes in consumer demand, business strategy, technology failures, government regulations, and weather conditions[68](index=68&type=chunk) - The Company disclaims any obligation to update forward-looking statements to reflect future events or developments[68](index=68&type=chunk) [PART II - OTHER INFORMATION](index=17&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This section includes additional disclosures not covered in the financial statements, such as risk factors and exhibits [ITEM 1A. RISK FACTORS](index=17&type=section&id=ITEM%201A.%20RISK%20FACTORS) There have been no material changes in risk factors from those reported in the Company's Annual Report on Form 10-K for the fiscal year ended April 27, 2024 - No material changes in risk factors were reported compared to the previous annual report[71](index=71&type=chunk) [ITEM 6. EXHIBITS](index=17&type=section&id=ITEM%206.%20EXHIBITS) This section lists the exhibits filed with the Form 10-Q, including an amendment to a loan agreement, certifications from the CEO and Principal Financial Officer under Sarbanes-Oxley, and financial information formatted in iXBRL - Key exhibits include an Amendment to Loan Agreement (10.17), CEO and PFO certifications under Sections 302 and 906 of Sarbanes-Oxley (31.1, 31.2, 32.1, 32.2), and iXBRL formatted financial statements (101, 104)[72](index=72&type=chunk) [SIGNATURE](index=18&type=section&id=SIGNATURE) The report was duly signed on behalf of National Beverage Corp. by George R. Bracken, Executive Vice President – Finance and Principal Financial Officer, on March 6, 2025 - The report was signed by George R. Bracken, Executive Vice President – Finance (Principal Financial Officer) on March 6, 2025[75](index=75&type=chunk)

Group 1 - National Beverage Corp. has reported stable overall earnings despite a decline in revenues due to slower inflation and consumer weakness, particularly in fiscal Q2 [1] - The company's performance reflects a trend seen across its peers in the beverage industry [1] Group 2 - The investment philosophy focuses on identifying mispriced securities by understanding the financial drivers of a company, often revealed through DCF model valuation [1] - This approach allows for a flexible investment strategy that encompasses various prospects of a stock, rather than being confined to traditional value, dividend, or growth investing [1]

Financial Performance - Net sales for the second quarter were $291 million, a 3% decline compared to the prior year due to volume shortfalls in August and September[3][5] - Gross margin improved to 38% of net sales in the second quarter[3] - Operating income grew 7% to $58 million in the second quarter[3] - Earnings per share increased to $0.49 from $0.47 in the second quarter[3] - Net sales for the six-month period were $621 million[4] - Operating income for the six-month period grew $10 million to $127 million[4] - Net income for the six-month period increased 10% to $102 million, or $1.09 per share[4] - Second quarter operating margins improved for the 8th consecutive quarter, with operating profit per case increasing 12%[6] Product and Market Expansion - LaCroix's new product, Strawberry Peach, launched at the beginning of the quarter, received an exceptionally positive consumer response and is anticipated to be available nationwide by the end of the year[6] - The company expanded its in-store merchandising teams to new cities and increased its staff of in-store sampling ambassadors to promote its beverages[6]

Core Insights - National Beverage Corporation, known for its LaCroix brand, reported its Q1'25 earnings on September 5, revealing results that were not favorable for investors [1]. Company Overview - National Beverage Corporation is a non-alcoholic beverage company that owns several popular brands, including sparkling water and energy drinks [1]. Financial Performance - The Q1'25 earnings report indicated disappointing results, although specific financial metrics were not detailed in the provided content [1].

[Fourth Quarter Fiscal 2024 Highlights](index=1&type=section&id=Fourth%20Quarter%20Fiscal%202024%20Highlights) National Beverage Corp. achieved record Q4 net sales, net income, and gross margins, fueled by a 5% increase in LaCroix and Rip It case volume | Metric | Q4 FY 2024 | YoY Change | | :--- | :--- | :--- | | Net Sales | $297 million | +$11 million | | Net Income | $44 million | +20% | | Earnings Per Share | $0.47 | +20.5% | | Gross Margin | 36.7% | +100 bps | - The company achieved a **"best ever" fourth quarter**, setting records for **net sales**, **operating profit**, and **net income**[6](index=6&type=chunk) - **Overall case volume grew by 5%**, driven by strong performance from the **LaCroix** and **Rip It** brands[6](index=6&type=chunk) [Full Fiscal Year 2024 Highlights](index=1&type=section&id=Full%20Fiscal%20Year%202024%20Highlights) Fiscal year 2024 saw solid growth with **$1.2 billion** in net sales, a **24% increase** in net income, and a **$169 million** boost in cash | Metric | FY 2024 | YoY Change | | :--- | :--- | :--- | | Net Sales | $1.2 billion | +$19 million | | Net Income | $177 million | +24% | | Earnings Per Share | $1.89 | +24.3% | | Operating Profits | $218 million | +240 bps (margin growth) | | Cash | $327 million | +$169 million | [Management Commentary and Strategic Focus](index=2&type=section&id=Management%20Commentary%20and%20Strategic%20Focus) Management highlights sustained record revenue and income growth, driven by brand innovation and a strong commitment to shareholder value - Growth is driven by innovative flavors and packaging, with new offerings like **LaCroix Mojito**, **Rip It**, and **Shasta Zero Sugar** receiving enthusiastic consumer and retailer reception[7](index=7&type=chunk) - Management anticipates future performance will be fueled by a backlog of innovative ideas and profound creativity in packaging and flavor development[4](index=4&type=chunk)[9](index=9&type=chunk) - The company's philosophy and strategy, described as "corporate endorphins," stimulate business with a core commitment to delivering value to shareholders[4](index=4&type=chunk)[7](index=7&type=chunk) [Consolidated Financial Results](index=3&type=section&id=Consolidated%20Financial%20Results) This section details consolidated financial results for Q4 and full fiscal year 2024, covering net sales, net income, EPS, and average shares outstanding | (in thousands, except per share) | **Three Months Ended** | | **Fiscal Years Ended** | | | :--- | :--- | :--- | :--- | :--- | | | **Apr 27, 2024** | **Apr 29, 2023** | **Apr 27, 2024** | **Apr 29, 2023** | | **Net Sales** | *$297,331* | $286,699 | $1,191,694 | $1,172,932 | | **Net Income** | *$43,532* | $36,303 | $176,732 | $142,164 | | **Earnings Per Share - Basic** | *$0.47* | $0.39 | $1.89 | $1.52 | | **Earnings Per Share - Diluted** | *$0.47* | $0.39 | $1.89 | $1.52 | | **Avg. Shares - Basic** | *93,429* | 93,353 | 93,429 | 93,347 | | **Avg. Shares - Diluted** | *93,630* | 93,618 | 93,630 | 93,608 |

[PART I](index=4&type=section&id=PART%20I) [ITEM 1. Business](index=4&type=section&id=ITEM%201.%20Business) National Beverage Corp. offers diverse healthier beverages, including sparkling waters and CSDs, emphasizing innovation and vertical integration - **National Beverage Corp.** focuses on developing healthier beverages, responding to a global shift in consumer preferences towards 'crossover consumers' seeking alternatives to artificially sweetened or high-calorie drinks[13](index=13&type=chunk)[104](index=104&type=chunk) - The company's production model is **vertically integrated**, crafting a substantial portion of its flavors and concentrates and operating **twelve** strategically located production facilities across the continental **United States**[35](index=35&type=chunk)[37](index=37&type=chunk) - **LaCroix Sparkling Water** is the most significant brand, leading the premium domestic sparkling water category with **zero calories, zero sweeteners, and zero sodium**. It was named one of 'The Most Trusted Brands in America' by Newsweek in **2024**[19](index=19&type=chunk) [General](index=4&type=section&id=General) The company differentiates through healthier beverages, creative innovations, cost-effective marketing, and dynamic consumer responsiveness - The company's differentiation points include a focus on 'Healthy Transformation' by developing healthier beverages, 'Creative Innovations' in flavors and packaging, an 'Innovation Ethic' utilizing cost-effective social media and regional marketing, and 'Creative Dynamics' for rapid response to consumer trends[13](index=13&type=chunk)[14](index=14&type=chunk)[15](index=15&type=chunk)[16](index=16&type=chunk) - Primary market focus is the **United States** and **Canada**, with consideration for expanding distribution to other regions[17](index=17&type=chunk) [Brands](index=5&type=section&id=Brands) The brand portfolio includes 'Power+ Brands' (sparkling waters, juices, energy drinks) and CSDs like Shasta and Faygo, with healthier reformulations - The brand portfolio is divided into '**Power+ Brands**' (sparkling waters, energy drinks, juices) and **Carbonated Soft Drinks** (**CSDs**)[18](index=18&type=chunk) - **LaCroix Sparkling Water** is the most significant brand, leading the premium domestic sparkling water category with **zero calories, zero sweeteners, and zero sodium**. New flavors like Mojito and Cherry Blossom were recently launched[19](index=19&type=chunk)[20](index=20&type=chunk) - **Shasta** and **Faygo CSDs**, with over **135 years** of history, have introduced Zero Sugar options for popular flavors, reflecting a continuous effort to make drinks healthier while maintaining iconic taste profiles[31](index=31&type=chunk)[33](index=33&type=chunk) [Production](index=8&type=section&id=Production) The company uses a vertically integrated production model across twelve facilities for efficient distribution, quality control, and R&D - Production philosophy emphasizes **vertical integration**, covering raw material procurement, flavor crafting, and finished product production[35](index=35&type=chunk) - **Twelve** production facilities are strategically located near major metropolitan markets across the continental **U.S.**, enabling efficient distribution[35](index=35&type=chunk) - Controlling all production, distribution, and marketing allows for effective quality control, consumer appeal management, and quick response to market changes[36](index=36&type=chunk) [Distribution](index=8&type=section&id=Distribution) A hybrid distribution system serves take-home, convenience, and food-service channels, utilizing warehouse and direct-store delivery - A hybrid distribution system serves a diverse customer base through three primary channels: take-home, convenience, and food-service[38](index=38&type=chunk) - The take-home channel primarily uses a warehouse distribution system, allowing retailers to maximize assets and lower product costs, while direct-store delivery is used for smaller accounts and the convenience channel[39](index=39&type=chunk)[40](index=40&type=chunk)[41](index=41&type=chunk) - Vending machines and glass-door coolers are utilized as marketing and promotional tools to expand on-site visual trial and enhance brand awareness[44](index=44&type=chunk) [Sales and Marketing](index=9&type=section&id=Sales%20and%20Marketing) Sales and marketing leverage an internal force, broker networks, and innovative digital engagement to build brand recognition and loyalty - Sales and marketing are conducted through an internal sales force and specialized broker networks, focused on specific markets, channels, or product lines[45](index=45&type=chunk) - Marketing emphasizes innovative digital and social media engagement, sponsorships, and creative content to reach consumers directly[46](index=46&type=chunk) - Consumer brand recognition and loyalty are maintained through regional events, special event marketing, endorsements, coupon distribution, product sampling, and in-store promotional activities with 'BrandED' ambassadors[47](index=47&type=chunk) [Raw Materials](index=9&type=section&id=Raw%20Materials) Centralized procurement manages raw materials, which are commodity-derived, with derivative instruments partially mitigating price risks - Centralized procurement manages relationships with numerous suppliers for ingredients and packaging, aiming for competitive arrangements[48](index=48&type=chunk) - Raw materials like aluminum cans, plastic bottles, high fructose corn syrup, and juice concentrates are commodity-derived, leading to price and availability fluctuations[50](index=50&type=chunk) - Derivative financial instruments are used to partially mitigate exposure to changes in certain raw material costs[50](index=50&type=chunk) [Seasonality](index=10&type=section&id=Seasonality) Operating results are seasonal, with higher beverage sales volumes typically occurring during the summer months - Beverage sales are seasonal, with higher volume realized during summer months when outdoor activities are more prevalent[52](index=52&type=chunk) [Competition](index=10&type=section&id=Competition) The beverage industry is highly competitive, with the company differentiating through innovation, brand recognition, and efficient distribution - The beverage industry is highly competitive, with products competing against a broad range of liquid refreshments from companies with greater financial resources[53](index=53&type=chunk) - **LaCroix Sparkling Water** is the number one premium domestic sparkling water in the **United States**[53](index=53&type=chunk) - Competitive differentiation is achieved through novel innovation, key brand recognition, focused social media, innovative flavor variety, attractive packaging, efficient distribution methods, and value pricing for some product lines[54](index=54&type=chunk) [Trademarks](index=10&type=section&id=Trademarks) The company owns numerous significant trademarks for its brands and intends to maintain their registrations and use them in its business - The company owns numerous trademarks for its brands that are significant to its business and intends to maintain all registrations[55](index=55&type=chunk) [Governmental Regulation](index=10&type=section&id=Governmental%20Regulation) Operations are subject to federal, state, and local regulations; the company believes it complies and new rules won't materially impact business - Production, distribution, and sale of products are subject to various federal, state, and local laws, including the **Federal Food, Drug and Cosmetic Act**, **Occupational Safety and Health Act**, and environmental statutes[56](index=56&type=chunk) - The company believes it is in compliance, in all material respects, with existing legislation[56](index=56&type=chunk) - Compliance with environmental provisions has not had any material adverse effect on financial or competitive position[59](index=59&type=chunk) [Human Capital](index=11&type=section&id=Human%20Capital) As of April 27, 2024, the company employed 1,559 people, fostering diversity and offering competitive compensation and benefits - As of **April 27, 2024**, the company employed approximately **1,559 people**, with **392** covered by collective bargaining agreements[60](index=60&type=chunk) - The company supports a culture of diversity and inclusion, with approximately **62%** of employees identifying as persons of color and **24%** as female[61](index=61&type=chunk) - Compensation programs include short-term incentives and long-term stock-based compensation for senior employees, along with competitive benefits (health, dental, life, disability, profit-sharing) and a focus on employee health and safety[62](index=62&type=chunk)[63](index=63&type=chunk) [Sustainability](index=11&type=section&id=Sustainability) The company commits to sustainability through U.S.-produced products, electric forklifts, renewable electricity, and recyclable packaging - All beverage products are produced in the **U.S.**, contributing to a lower carbon footprint than imported brands[64](index=64&type=chunk) - Sustainability measures include transitioning from LP gas to electric powered forklifts and purchasing electricity from renewable sources[64](index=64&type=chunk) - All packaging is recyclable, and over **80%** of products are in aluminum cans, which generally contain approximately **73%** recycled material[65](index=65&type=chunk) [Available Information](index=11&type=section&id=Available%20Information) Annual, quarterly, and current reports, proxy statements, and the Code of Ethics are available free on the company's website - **Annual Reports on Form 10-K**, **Quarterly Reports on Form 10-Q**, **Current Reports on Form 8-K**, **proxy statements**, and amendments are available free of charge on the company's website[66](index=66&type=chunk) [ITEM 1A. Risk Factors](index=12&type=section&id=ITEM%201A.%20Risk%20Factors) The company faces risks from brand image shifts, intense competition, raw material cost volatility, regulations, and internal control weaknesses - Key risks include adverse effects on brand image and consumer preferences due to unfavorable publicity or failure to adapt to changing demographics and health concerns[69](index=69&type=chunk) - The highly competitive beverage industry, customer consolidation, and price volatility of raw materials and energy sources (aluminum, resin, corn, natural gas, diesel fuel) pose significant financial risks[70](index=70&type=chunk)[71](index=71&type=chunk)[72](index=72&type=chunk) - The company identified a **material weakness** in internal control over financial reporting related to certain review processes and disclosure controls and procedures as of **April 27, 2024**[82](index=82&type=chunk)[83](index=83&type=chunk) [ITEM 1B. Unresolved Staff Comments](index=13&type=section&id=ITEM%201B.%20Unresolved%20Staff%20Comments) There are no unresolved staff comments - No unresolved staff comments were reported[84](index=84&type=chunk) [ITEM 1C. Cybersecurity](index=13&type=section&id=ITEM%201C.%20Cybersecurity) The company employs a multi-tier cybersecurity risk management strategy overseen by the Audit Committee, with no material risks identified in Fiscal 2024 - Cybersecurity risk management strategy includes multi-tier systems, an experienced internal security team, external service providers, and employee awareness training[86](index=86&type=chunk) - The Board's **Audit Committee** oversees management's implementation of the cybersecurity risk management program[88](index=88&type=chunk) - During **Fiscal 2024**, no identified cybersecurity risks or threats had, or were reasonably likely to have, a material effect on the business strategy, results of operations, or financial condition[87](index=87&type=chunk) [ITEM 2. Properties](index=14&type=section&id=ITEM%202.%20Properties) Principal properties include twelve production facilities, mostly owned, in good condition, and sufficient for current needs, with incremental tech advances - Principal properties include **twelve** production facilities (ten owned, two leased) aggregating approximately **two million square feet**, located in ten states[89](index=89&type=chunk) - Facilities are generally in good condition and sufficient to meet present needs[89](index=89&type=chunk) - The production of beverages is capital intensive but not characterized by rapid technological change, with advances being incremental cost-saving[90](index=90&type=chunk) [ITEM 3. Legal Proceedings](index=14&type=section&id=ITEM%203.%20Legal%20Proceedings) The company is involved in legal proceedings, including class action allegations, but expects no material adverse effect on its financials - The company is named in certain legal proceedings, including class action allegations[92](index=92&type=chunk) - The company believes litigation will not have a material adverse effect on its financial position, cash flows, or results of operations[92](index=92&type=chunk) [ITEM 4. Mine Safety Disclosures](index=14&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) This item is not applicable to National Beverage Corp - **Mine Safety Disclosures** are not applicable to the company[93](index=93&type=chunk) [PART II](index=14&type=section&id=PART%20II) [ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=14&type=section&id=ITEM%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Common stock (FIZZ) is listed on NASDAQ, with a recent special cash dividend declared and an ongoing share repurchase program - Common stock (**FIZZ**) is listed on The **NASDAQ Global Select Market**[94](index=94&type=chunk) - As of **June 17, 2024**, there were approximately **41,700 holders** of common stock[94](index=94&type=chunk) - A special cash dividend of **$3.25 per share** was declared on **June 12, 2024**, payable by **July 24, 2024**[95](index=95&type=chunk) - Approximately **1.9 million shares** remain available for repurchase under the authorized program[96](index=96&type=chunk) Five-Year Cumulative Total Returns (as of April 27, 2024) | Index | 4/27/2019 | 5/02/2020 | 5/01/2021 | 4/30/2022 | 4/29/2023 | 4/27/2024 | | :----------------------------- | :-------- | :-------- | :-------- | :-------- | :-------- | :-------- | | National Beverage Corp. | $100.00 | $87.08 | $179.79 | $173.24 | $195.33 | $171.20 | | NASDAQ Composite - Total Return | $100.00 | $106.94 | $174.88 | $155.50 | $155.53 | $204.22 | | Dow Jones US Soft Drinks Index | $100.00 | $101.32 | $123.31 | $147.14 | $159.11 | $156.16 | | S&P 500 Index - Total Return | $100.00 | $98.25 | $147.55 | $147.87 | $151.80 | $188.57 | [ITEM 6. Reserved](index=15&type=section&id=ITEM%206.%20Reserved) This item is reserved and contains no information [ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=16&type=section&id=ITEM%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section reviews Fiscal 2024 and 2023 operations, financial condition, and liquidity, noting increased sales, gross profit, and a restatement of cash flows - **National Beverage Corp.** has transformed into an innovative, healthier refreshment company, committed to 'Better for You' thirst quenchers[102](index=102&type=chunk) - The company's strategy focuses on developing healthier beverages, emphasizing unique flavor development, innovative marketing, and rapid response to consumer trends[104](index=104&type=chunk) - The company's operating results are affected by raw material costs, supply chain disruptions, holiday/seasonal programming, and weather conditions, with higher sales volume in summer months[106](index=106&type=chunk) [OVERVIEW](index=16&type=section&id=OVERVIEW) National Beverage Corp. is a Delaware-incorporated company focused on healthier refreshment, emphasizing innovation and a hybrid distribution system in the US and Canada - **National Beverage Corp.** is an innovative, healthier refreshment company with a distinctive portfolio of sparkling waters, juices, energy drinks (**Power+ Brands**), and carbonated soft drinks[101](index=101&type=chunk)[103](index=103&type=chunk) - The company's strategy aims for profitable growth by developing healthier beverages, emphasizing unique flavor variety, innovative marketing, and rapid response to changing consumer trends[104](index=104&type=chunk) - Primary market focus is the **United States** and **Canada**, utilizing a hybrid distribution system (warehouse and direct-store delivery)[105](index=105&type=chunk) [RESULTS OF OPERATIONS](index=17&type=section&id=RESULTS%20OF%20OPERATIONS) Fiscal 2024 saw net sales increase by 1.6% to $1,191.7 million and gross profit rise to $428.5 million (36.0% gross margin) due to higher prices and lower costs Fiscal Year 2024 vs. 2023 Financial Highlights | Metric | Fiscal 2024 (in millions) | Fiscal 2023 (in millions) | Change (%) | | :-------------------------------------- | :------------------------ | :------------------------ | :--------- | | Net Sales | $1,191.7 | $1,172.9 | +1.6% | | Gross Profit | $428.5 | $396.8 | +8.0% | | Gross Margin | 36.0% | 33.8% | +2.2 pp | | Selling, General & Administrative Expenses | $209.9 | $210.1 | -0.1% | | Other Income (Expense), net | $11.3 | $(0.2) | N/A | | Effective Tax Rate | 23.1% | 23.7% | -0.6 pp | - The increase in **Net Sales** was primarily due to a **1.8%** increase in average selling price per case, partially offset by a **0.2%** decline in case volume, mainly impacting **Power+ Brands**[109](index=109&type=chunk) - **Gross margin** increased to **36.0%** from **33.8%** in **Fiscal 2023**, driven by increased average selling price per case and a decline in packaging costs[110](index=110&type=chunk) [LIQUIDITY AND FINANCIAL CONDITION](index=18&type=section&id=LIQUIDITY%20AND%20FINANCIAL%20CONDITION) Liquidity is strong, with cash and cash equivalents increasing by $169.0 million to $327.0 million, and working capital rising significantly Liquidity and Cash Flow Summary (Fiscal 2024 vs. 2023) | Metric | Fiscal 2024 (in millions) | Fiscal 2023 (in millions) | Change (YoY) | | :-------------------------------------- | :------------------------ | :------------------------ | :----------- | | Cash and Cash Equivalents (End of Period) | $327.0 | $158.1 | +$168.9 | | Net Cash Provided by Operating Activities | $197.9 | $161.7 | +$36.2 | | Capital Expenditures | $30.2 | $22.0 | +$8.2 | | Working Capital | $398.9 | $222.0 | +$176.9 | | Current Ratio | 3.9 to 1 | 2.5 to 1 | +1.4 | - The company had **$327.0 million** in **cash and cash equivalents** and **$150 million** in unsecured revolving credit facilities with no outstanding borrowings at **April 27, 2024**[116](index=116&type=chunk) - **Capital expenditures** in **Fiscal 2024** were primarily for expanding capacity, enhancing sustainability, and improving packaging capabilities and efficiencies[119](index=119&type=chunk) [CONTRACTUAL OBLIGATIONS](index=18&type=section&id=CONTRACTUAL%20OBLIGATIONS) Total contractual obligations were $100.3 million as of April 27, 2024, primarily operating leases and purchase commitments, mostly due within one year Contractual Obligations at April 27, 2024 (in thousands) | Category | Total | 1 Year Or less | 2 to 3 Years | 4 to 5 Years | More Than 5 Years | | :----------------- | :------- | :------------- | :----------- | :----------- | :---------------- | | Operating leases | $61,169 | $15,068 | $25,229 | $12,716 | $8,156 | | Purchase commitments | $39,106 | $39,007 | $99 | - | - | | **Total** | **$100,275** | **$54,075** | **$25,328** | **$12,716** | **$8,156** | - Annual contributions to pension plans under collective bargaining agreements and a discretionary profit-sharing plan were **$3.8 million** for **Fiscal 2024** and **Fiscal 2023**[121](index=121&type=chunk) - The company maintains self-insured and deductible programs for certain liability, medical, and workers' compensation exposures, with **$2.2 million** in standby letters of credit[123](index=123&type=chunk) [OFF-BALANCE SHEET ARRANGEMENTS AND ESTIMATES](index=19&type=section&id=OFF-BALANCE%20SHEET%20ARRANGEMENTS%20AND%20ESTIMATES) The company has no material off-balance sheet arrangements; financial statements rely on management's significant estimates and assumptions - The company does not have any off-balance sheet arrangements that have a current or future material effect on its financial condition[124](index=124&type=chunk) - Financial statements rely on management's estimates and assumptions, which may ultimately differ from actual results[125](index=125&type=chunk) [CRITICAL ACCOUNTING POLICIES AND ESTIMATES](index=19&type=section&id=CRITICAL%20ACCOUNTING%20POLICIES%20AND%20ESTIMATES) Critical accounting policies involve significant estimates for credit risk, asset impairment, income taxes, insurance, and revenue recognition - **Critical accounting policies** include estimates for credit risk, impairment of long-lived assets (goodwill and intangibles), income taxes, insurance programs, and revenue recognition[126](index=126&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk)[129](index=129&type=chunk)[130](index=130&type=chunk) - Revenue is recognized upon delivery, with estimates and reserves for credit losses and sales incentives based on historical experience and customer data[130](index=130&type=chunk)[131](index=131&type=chunk) [RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS](index=19&type=section&id=RECENTLY%20ISSUED%20ACCOUNTING%20PRONOUNCEMENTS) New FASB ASUs on Income Taxes and Segment Reporting are effective soon, but the company expects no material impact upon adoption - **ASU 2023-09** (**Income Taxes**) requires specific categories in rate reconciliation and disaggregation of income taxes paid and expense, effective for annual periods after **December 15, 2024**[170](index=170&type=chunk) - **ASU 2023-07** (**Segment Reporting**) requires additional disclosure of significant segment expenses, effective for fiscal years beginning after **December 15, 2023**[171](index=171&type=chunk) - The company does not expect a material impact from the adoption of these new accounting standards[170](index=170&type=chunk)[171](index=171&type=chunk) [FORWARD-LOOKING STATEMENTS](index=20&type=section&id=FORWARD-LOOKING%20STATEMENTS) Statements about future events are forward-looking and subject to known and unknown risks, with no obligation for the company to update them - Statements about future events or results are 'forward-looking' and involve known and unknown risks, uncertainties, and other factors[134](index=134&type=chunk) - Risk factors include general economic conditions, competitive pricing, new product success, raw material costs, labor issues, retailer support, changes in brand image, consumer demand, technology failures/cyberattacks, government regulations, weather conditions, and climate change[134](index=134&type=chunk) - The company disclaims any obligation to update forward-looking statements[134](index=134&type=chunk) [ITEM 7A. Quantitative and Qualitative Disclosure About Market Risk](index=20&type=section&id=ITEM%207A.%20Quantitative%20and%20Qualitative%20Disclosure%20About%20Market%20Risk) The company faces market risks from commodity price fluctuations and interest rate changes, mitigated by supplier agreements and derivative instruments - The company is exposed to commodity price risk for raw materials like aluminum cans, plastic bottles, high fructose corn syrup, and juice concentrates[135](index=135&type=chunk) - Exposure to commodity price risk is managed through supplier pricing agreements and derivative financial instruments (aluminum swap contracts)[135](index=135&type=chunk) - Interest rate risk relates to investments in highly liquid short-duration investment securities, managed under a policy prioritizing principal loss minimization and limiting exposure to any one issue[136](index=136&type=chunk) [ITEM 8. Financial Statements and Supplementary Data](index=21&type=section&id=ITEM%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents consolidated financial statements and notes, including a restatement of cash flows and an auditor's report noting a material weakness - The financial statements present fairly, in all material respects, the financial position, results of operations, and cash flows for the periods presented, in conformity with **GAAP**[215](index=215&type=chunk) - The **2023** and **2022** financial statements have been restated to correct misstatements in the consolidated statements of cash flows, as detailed in **Note 14**[217](index=217&type=chunk)[211](index=211&type=chunk) - The independent auditor's report expressed an opinion that the Company had not maintained effective internal control over financial reporting as of **April 27, 2024**, due to a **material weakness**[216](index=216&type=chunk) [Consolidated Balance Sheets](index=21&type=section&id=NATIONAL%20BEVERAGE%20CORP.%20AND%20SUBSIDIARIES%20CONSOLIDATED%20BALANCE%20SHEETS) Total assets increased significantly to $770.2 million in Fiscal 2024, driven by cash, with total liabilities and shareholders' equity also rising Consolidated Balance Sheet Highlights (in thousands) | Metric | April 27, 2024 | April 29, 2023 | | :-------------------------- | :------------- | :------------- | | Cash and cash equivalents | $327,047 | $158,074 | | Total current assets | $536,872 | $366,405 | | Total assets | $770,153 | $574,342 | | Total current liabilities | $137,927 | $144,321 | | Total liabilities | $210,641 | $201,855 | | Total shareholders' equity | $559,512 | $372,487 | - **Cash and cash equivalents** increased by **$168.973 million** from **April 29, 2023**, to **April 27, 2024**[138](index=138&type=chunk) - **Total shareholders' equity** increased by **$187.025 million**, from **$372.487 million** in **Fiscal 2023** to **$559.512 million** in **Fiscal 2024**[138](index=138&type=chunk) [Consolidated Statements of Income](index=22&type=section&id=NATIONAL%20BEVERAGE%20CORP.%20CONSOLIDATED%20STATEMENTS%20OF%20INCOME) Fiscal 2024 net sales increased to $1,191.7 million, with net income reaching $176.7 million and basic/diluted EPS rising to $1.89 Consolidated Statements of Income Highlights (in thousands, except per share) | Metric | Fiscal Year Ended April 27, 2024 | Fiscal Year Ended April 29, 2023 | Fiscal Year Ended April 30, 2022 | | :-------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Net sales | $1,191,694 | $1,172,932 | $1,138,013 | | Cost of sales | $763,243 | $776,143 | $720,208 | | Gross profit | $428,451 | $396,789 | $417,805 | | Operating income | $218,510 | $186,684 | $207,856 | | Income before income taxes | $229,848 | $186,442 | $207,596 | | Net income | $176,732 | $142,164 | $158,512 | | Basic EPS | $1.89 | $1.52 | $1.70 | | Diluted EPS | $1.89 | $1.52 | $1.69 | - **Net income** increased by **$34.568 million** (**24.3%**) from **Fiscal 2023** to **Fiscal 2024**[140](index=140&type=chunk) - **Basic** and **diluted EPS** both increased from **$1.52** in **Fiscal 2023** to **$1.89** in **Fiscal 2024**[140](index=140&type=chunk) [Consolidated Statements of Comprehensive Income](index=23&type=section&id=NATIONAL%20BEVERAGE%20CORP.%20CONSOLIDATED%20STATEMENTS%20OF%20COMPREHENSIVE%20INCOME) Comprehensive income significantly increased to $184.8 million in Fiscal 2024, driven by higher net income and positive cash flow hedges Consolidated Statements of Comprehensive Income Highlights (in thousands) | Metric | Fiscal Year Ended April 27, 2024 | Fiscal Year Ended April 29, 2023 | Fiscal Year Ended April 30, 2022 | | :-------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Net income | $176,732 | $142,164 | $158,512 | | Cash flow hedges (net of tax) | $7,910 | $(10,130) | $3,882 | | Other (net of tax) | $186 | $27 | $19 | | Comprehensive income | $184,828 | $132,061 | $162,413 | - **Comprehensive income** increased by **$52.767 million** (**39.9%**) from **Fiscal 2023** to **Fiscal 2024**[142](index=142&type=chunk) - Cash flow hedges, net of tax, showed a significant positive swing, from a loss of **$10.130 million** in **Fiscal 2023** to a gain of **$7.910 million** in **Fiscal 2024**[142](index=142&type=chunk) [Consolidated Statements of Shareholders' Equity](index=24&type=section&id=NATIONAL%20BEVERAGE%20CORP.%20AND%20SUBSIDIARIES%20CONSOLIDATED%20STATEMENTS%20OF%20SHAREHOLDERS%27%20EQUITY) Total shareholders' equity rose substantially to $559.5 million in Fiscal 2024, primarily due to increased retained earnings and cash flow hedges Consolidated Statements of Shareholders' Equity Highlights (in thousands) | Metric | Fiscal Year Ended April 27, 2024 | Fiscal Year Ended April 29, 2023 | Fiscal Year Ended April 30, 2022 | | :-------------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Common Stock (shares) | 101,942 | 101,727 | 101,712 | | Common Stock (amount) | $1,019 | $1,017 | $1,017 | | Additional Paid-In Capital | $42,588 | $40,393 | $39,405 | | Retained Earnings | $535,077 | $358,345 | $216,181 | | Accumulated Other Comprehensive Income (Loss) | $4,911 | $(3,185) | $6,918 | | Total Shareholders' Equity | $559,512 | $372,487 | $239,438 | - **Retained earnings** increased by **$176.732 million** in **Fiscal 2024**, reflecting the **Net Income** for the period[144](index=144&type=chunk) - **Accumulated other comprehensive income (loss)** shifted from a loss of **$3.185 million** in **Fiscal 2023** to a gain of **$4.911 million** in **Fiscal 2024**, primarily due to cash flow hedges[144](index=144&type=chunk) [Consolidated Statements of Cash Flows](index=25&type=section&id=NATIONAL%20BEVERAGE%20CORP.%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) Net cash increased by $169.0 million in Fiscal 2024, driven by operating activities, with investing activities using $30.2 million Consolidated Statements of Cash Flows Highlights (in thousands) | Metric | Fiscal Year Ended April 27, 2024 | Fiscal Year Ended April 29, 2023 (As Restated) | Fiscal Year Ended April 30, 2022 (As Restated) | | :-------------------------------------- | :------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Net income | $176,732 | $142,164 | $158,512 | | Net cash provided by operating activities | $197,907 | $161,665 | $133,133 | | Net cash used in investing activities | $(30,248) | $(21,952) | $(29,004) | | Net cash provided by (used in) financing activities | $1,314 | $(29,689) | $(249,668) | | Net Increase (Decrease) in Cash and Equivalents | $168,973 | $110,024 | $(145,539) | | Cash and Cash Equivalents - End of Year | $327,047 | $158,074 | $48,050 | - **Net cash provided by operating activities** increased by **$36.242 million** (**22.4%**) from **Fiscal 2023** to **Fiscal 2024**[146](index=146&type=chunk) - Cash proceeds from exercises of stock options were **$1.314 million** in **Fiscal 2024**, compared to **$0.311 million** in **Fiscal 2023**[146](index=146&type=chunk) [Notes to Consolidated Financial Statements](index=26&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail accounting policies, financial instrument fair values, asset/liability components, and a restatement of prior cash flow statements - The company operates as a single operating segment and prepares financial statements in accordance with **GAAP**, using estimates and assumptions[150](index=150&type=chunk)[151](index=151&type=chunk) - A **material weakness** in internal controls over the review of **Consolidated Statements of Cash Flows** and operating lease disclosures led to a restatement of **Fiscal 2023** and **Fiscal 2022** cash flow statements[211](index=211&type=chunk) - The company uses aluminum swap contracts as cash flow hedges to mitigate exposure to changes in aluminum container costs, with **$5.7 million** of unrealized gain expected to be reclassified to earnings over the next **12 months** as of **April 27, 2024**[186](index=186&type=chunk) [1. SIGNIFICANT ACCOUNTING POLICIES](index=26&type=section&id=1.%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Policies cover GAAP, single segment reporting, estimates, fair value, cash, receivables, inventory, PPE, leases, intangibles, and revenue recognition - The company operates as a single operating segment and prepares consolidated financial statements in accordance with **GAAP**[149](index=149&type=chunk)[150](index=150&type=chunk) - Derivative financial instruments (aluminum swap contracts) are used to partially mitigate raw material cost exposure and are recorded at fair value as cash flow hedges[152](index=152&type=chunk) - Revenue is recognized upon delivery to customers, with sales incentives accounted for as a reduction of sales[163](index=163&type=chunk) Changes in Allowance for Credit Losses (in thousands) | Metric | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | | :-------------------------- | :---------- | :---------- | :---------- | | Balance at beginning of year | $523 | $559 | $1,140 | | Net charge (credit) to expense | $427 | $11 | $(581) | | Net charge-off | $(82) | $(47) | - | | Balance at end of year | $868 | $523 | $559 | [2. PROPERTY, PLANT AND EQUIPMENT, NET](index=29&type=section&id=2.%20PROPERTY%2C%20PLANT%20AND%20EQUIPMENT%2C%20NET) Net property, plant, and equipment increased to $159.7 million in Fiscal 2024, primarily due to machinery additions, with $18.9 million depreciation Property, Plant and Equipment, Net (in thousands) | Category | 2024 | 2023 | | :------------------------ | :-------- | :-------- | | Land | $9,835 | $9,835 | | Buildings and improvements | $71,754 | $70,615 | | Machinery and equipment | $314,079 | $289,567 | | Total | $395,668 | $370,017 | | Less: accumulated depreciation | $(235,938) | $(221,594) | | **Property, plant and equipment, net** | **$159,730** | **$148,423** | - Depreciation expense was **$18.9 million** for **Fiscal 2024**, an increase from **$17.7 million** in **Fiscal 2023**[172](index=172&type=chunk) [3. ACCRUED LIABILITIES](index=30&type=section&id=3.%20ACCRUED%20LIABILITIES) Accrued liabilities slightly decreased to $46.6 million at April 27, 2024, primarily comprising promotions, compensation, recycling deposits, and insurance Accrued Liabilities (in thousands) | Category | 2024 | 2023 | | :------------------- | :------ | :------ | | Accrued promotions | $18,826 | $15,865 | | Accrued compensation | $13,920 | $13,036 | | Recycling deposits | $5,743 | $5,123 | | Accrued insurance | $2,687 | $2,498 | | Accrued freight | $2,262 | $2,819 | | Other | $3,127 | $7,977 | | **Total** | **$46,565** | **$47,318** | - Accrued promotions increased by **$2.961 million**, while 'Other' accrued liabilities decreased by **$4.850 million**[174](index=174&type=chunk) [4. LEASES](index=30&type=section&id=4.%20LEASES) The company leases office, warehouse, machinery, and equipment, with operating lease cost at $15.9 million in Fiscal 2024 and a 4.80-year average term - **Operating lease cost** was **$15.9 million** in **Fiscal 2024**, an increase from **$14.4 million** in **Fiscal 2023**[175](index=175&type=chunk) - As of **April 27, 2024**, the weighted-average remaining lease term for operating leases was **4.80 years**, and the weighted average discount rate was **4.30%**[175](index=175&type=chunk) Future Minimum Lease Payments for Operating Leases at April 27, 2024 (in thousands) | Fiscal Year | Amount | | :---------- | :-------- | | Fiscal 2025 | $15,068 | | Fiscal 2026 | $13,382 | | Fiscal 2027 | $11,847 | | Fiscal 2028 | $6,946 | | Fiscal 2029 | $5,770 | | Thereafter | $8,156 | | **Total minimum lease payments including interest** | **$61,168** | | Less: Amounts representing interest | $(6,401) | | **Present value of minimum lease payments** | **$54,767** | | Less: Current portion of operating lease liabilities | $(13,079) | | **Non-current portion of operating lease liabilities** | **$41,688** | [5. DEBT](index=31&type=section&id=5.%20DEBT) As of April 27, 2024, the company had no outstanding borrowings under its $100 million credit facilities and was compliant with covenants - At **April 27, 2024**, the company had unsecured revolving credit facilities totaling **$100 million** and an unsecured revolving term loan facility of **$50 million**[177](index=177&type=chunk)[178](index=178&type=chunk) - No borrowings were outstanding under either facility at **April 27, 2024**, or **April 29, 2023**[177](index=177&type=chunk)[178](index=178&type=chunk) - The company was in compliance with all loan covenants as of **April 27, 2024**[179](index=179&type=chunk) [6. CAPITAL STOCK AND TRANSACTIONS WITH RELATED PARTIES](index=31&type=section&id=6.%20CAPITAL%20STOCK%20AND%20TRANSACTIONS%20WITH%20RELATED%20PARTIES) A special cash dividend of $3.25 per share was declared, and management fees of $11.9 million were paid to CMA, a related party - A special cash dividend of **$3.25 per share** was declared on **June 12, 2024**[209](index=209&type=chunk) - The company has a management agreement with **Corporate Management Advisors, Inc.** (**CMA**), owned by its **Chairman and CEO**, for senior corporate functions and creative services[181](index=181&type=chunk)[182](index=182&type=chunk) - Management fees incurred to **CMA** were **$11.9 million** for **Fiscal 2024**, **$11.7 million** for **Fiscal 2023**, and **$11.4 million** for **Fiscal 2022**[184](index=184&type=chunk) [7. DERIVATIVE FINANCIAL INSTRUMENTS](index=32&type=section&id=7.%20DERIVATIVE%20FINANCIAL%20INSTRUMENTS) Aluminum swap contracts are used as cash flow hedges, resulting in a $7.9 million gain to AOCI in Fiscal 2024, with a $5.7 million derivative asset - The company enters into aluminum swap contracts as cash flow hedges to mitigate exposure to changes in aluminum container costs[186](index=186&type=chunk) Derivative Financial Instruments - Gains (Losses) Recognized (in thousands) | Metric | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | | :-------------------------------------- | :---------- | :---------- | :---------- | | Recognized in AOCI (net) | $(314) | $(16,053) | $11,492 | | Reclassified from AOCI to cost of sales (net) | $(8,224) | $(5,923) | $7,610 | | **Net change to AOCI** | **$7,910** | **$(10,130)** | **$3,882** | - As of **April 27, 2024**, the fair value of the derivative asset was **$5.7 million**, included in prepaid and other assets[187](index=187&type=chunk) [8. INCOME TAXES](index=32&type=section&id=8.%20INCOME%20TAXES) The Fiscal 2024 income tax provision was $53.1 million, with an effective rate of 23.1%, and unrecognized tax benefits totaled $2.1 million Provision for Income Taxes (in thousands) | Category | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | | :------- | :---------- | :---------- | :---------- | | Current | $49,683 | $48,287 | $42,555 | | Deferred | $3,433 | $(4,009) | $6,529 | | **Total** | **$53,116** | **$44,278** | **$49,084** | Effective Income Tax Rate Reconciliation | Item | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | | :---------------------------------- | :---------- | :---------- | :---------- | | Statutory federal income tax rate | 21.0% | 21.0% | 21.0% | | State income taxes, net of federal benefit | 2.8% | 2.9% | 2.9% | | Other differences | (0.7)% | (0.2)% | (0.3)% | | **Effective income tax rate** | **23.1%** | **23.7%** | **23.6%** | - At **April 27, 2024**, the gross amount of unrecognized tax benefits was **$2.1 million**, with accrued interest of **$0.3 million**[189](index=189&type=chunk) [9. LEGAL PROCEEDINGS](index=33&type=section&id=9.%20LEGAL%20PROCEEDINGS) The company is involved in class action allegations but expects no material adverse effect on its financial position or operations - The company has been named in certain legal proceedings, including those containing class action allegations[191](index=191&type=chunk) - The company believes litigation will not have a material adverse effect on its financial position, cash flows, or results of operations[191](index=191&type=chunk) [10. STOCK-BASED COMPENSATION](index=34&type=section&id=10.%20STOCK-BASED%20COMPENSATION) Stock-based compensation programs exist, with no options granted in Fiscal 2024, and $0.9 million expense, plus $9.1 million intrinsic value from exercises - **Stock-based compensation** programs include the **Omnibus Incentive Plan**, **Special Stock Option Plan**, and **Key Employee Equity Partnership Program** (**KEEP Program**)[194](index=194&type=chunk)[195](index=195&type=chunk)[196](index=196&type=chunk) - No stock options were granted in **Fiscal 2024** or **Fiscal 2023**[197](index=197&type=chunk) Stock Option Activity for Fiscal 2024 | Metric | Number of Shares | Price (Weighted average exercise price) | | :------------------------------ | :--------------- | :-------------------------------------- | | Options outstanding, beginning of year | 521,300 | $18.13 | | Exercised | (215,000) | $6.12 | | Forfeited or cancelled | (6,400) | $31.49 | | Options outstanding, end of year | 299,900 | $25.48 | | Options vested and exercisable, end of year | 164,580 | $23.40 | - **Stock-based compensation expense** was **$0.9 million** for **Fiscal 2024**, and the total **intrinsic value** for stock options exercised was **$9.1 million**[199](index=199&type=chunk)[200](index=200&type=chunk) [11. PENSION PLANS](index=35&type=section&id=11.%20PENSION%20PLANS) Annual pension contributions were $3.8 million, with participation in multi-employer plans, including CSSS Fund ('Red' zone) and WCT Fund ('Green' zone) - Annual contributions to pension plans were **$3.8 million** for **Fiscal 2024** and **Fiscal 2023**[202](index=202&type=chunk) - The company participates in three multi-employer defined benefit pension plans, including the **CSSS Fund** (**Red zone status**) and the **WCT Fund** (**Green zone status**)[203](index=203&type=chunk)[205](index=205&type=chunk) Multi-Employer Pension Plan Contributions (in millions) | Pension Fund | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | | :---------------------------- | :---------- | :---------- | :---------- | | CSSS Fund | $1.6 | $1.6 | $1.5 | | WCT Fund | $0.8 | $0.8 | $0.8 | | Other multi-employer pension funds | $0.2 | $0.2 | $0.2 | | **Total** | **$2.6** | **$2.6** | **$2.5** | [12. COMMITMENTS AND CONTINGENCIES](index=36&type=section&id=12.%20COMMITMENTS%20AND%20CONTINGENCIES) As of April 27, 2024, purchase commitments totaled $35.4 million for raw materials and $3.7 million for plant and equipment - At **April 27, 2024**, the company had purchase commitments for raw materials of **$35.4 million** through **2026**[207](index=207&type=chunk) - Purchase commitments for plant and equipment totaled **$3.7 million**, anticipated to be completed in **Fiscal 2025**[208](index=208&type=chunk) [13. SUBSEQUENT EVENT](index=36&type=section&id=13.%20SUBSEQUENT%20EVENT) On June 12, 2024, a special cash dividend of $3.25 per share was declared, payable by July 24, 2024 - On **June 12, 2024**, a special cash dividend of **$3.25 per share** was declared, payable by **July 24, 2024**[209](index=209&type=chunk) [14. RESTATEMENT](index=37&type=section&id=14.%20RESTATEMENT) Cash flow statements for Fiscal 2023 and 2022 were restated due to internal control deficiencies, without impacting overall cash or financial position - Corrections were required for consolidated statements of cash flows for **Fiscal 2023** and **Fiscal 2022**, and all quarterly periods within the three-year period ended **April 27, 2024**[211](index=211&type=chunk) - The corrections were due to controls not operating at a level precise enough to detect errors in certain calculations and the presentation of right-of-use assets[211](index=211&type=chunk) - These corrections did not impact the company's overall cash position, consolidated balance sheets, income statements, comprehensive income, or shareholders' equity[211](index=211&type=chunk) [ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=39&type=section&id=ITEM%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) There are no changes in or disagreements with accountants on accounting and financial disclosure - No changes in or disagreements with accountants on accounting and financial disclosure were reported[222](index=222&type=chunk) [ITEM 9A. Controls and Procedures](index=39&type=section&id=ITEM%209A.%20Controls%20and%20Procedures) Disclosure controls were ineffective due to a material weakness in cash flow and lease disclosure reviews, with remediation efforts underway - Disclosure controls and procedures were not effective as of **April 27, 2024**, due to an identified **material weakness**[223](index=223&type=chunk) - A **material weakness** was identified in internal financial reporting controls over the review of **Consolidated Statements of Cash Flows**, including operating lease disclosures and presentation[227](index=227&type=chunk) - Remediation efforts include implementing additional review procedures, hiring financial professionals, and enhancing quarter-end reviews of operating lease liabilities[228](index=228&type=chunk) [ITEM 9B. Other Information](index=41&type=section&id=ITEM%209B.%20Other%20Information) This item is not applicable - This item is not applicable[240](index=240&type=chunk) [ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=41&type=section&id=ITEM%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to National Beverage Corp - This item is not applicable[241](index=241&type=chunk) [PART III](index=42&type=section&id=PART%20III) [ITEM 10. Directors, Executive Officers and Corporate Governance](index=42&type=section&id=ITEM%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the 2024 Proxy Statement - Information is incorporated by reference from the **2024 Proxy Statement**[243](index=243&type=chunk) Key Officers of National Beverage Corp. (as of April 27, 2024) | Name | Age | Position with Company | | :--------------- | :-- | :------------------------------------------ | | Nick A. Caporella | 88 | Chairman of the Board and Chief Executive Officer | | Joseph G. Caporella | 63 | President | | George R. Bracken | 78 | Executive Vice President – Finance | - Officers are normally appointed annually and can be removed by the **Board of Directors**[245](index=245&type=chunk) [ITEM 11. Executive Compensation](index=42&type=section&id=ITEM%2011.%20Executive%20Compensation) Information regarding executive compensation is incorporated by reference from the company's 2024 Proxy Statement - Information is incorporated by reference from the **2024 Proxy Statement**[246](index=246&type=chunk) [ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=42&type=section&id=ITEM%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Security ownership and equity compensation plan information is incorporated by reference from the company's 2024 Proxy Statement - Information is incorporated by reference from the **2024 Proxy Statement**[247](index=247&type=chunk) [ITEM 13. Certain Relationships and Related Transactions, and Director Independence](index=43&type=section&id=ITEM%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information on related party transactions and director independence is incorporated by reference from the company's 2024 Proxy Statement - Information is incorporated by reference from the **2024 Proxy Statement**[249](index=249&type=chunk) [ITEM 14. Principal Accounting Fees and Services](index=43&type=section&id=ITEM%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information regarding principal accounting fees and services is incorporated by reference from the company's 2024 Proxy Statement - Information is incorporated by reference from the **2024 Proxy Statement**[250](index=250&type=chunk) [PART IV](index=43&type=section&id=PART%20IV) [ITEM 15. Exhibits, Financial Statement Schedules](index=43&type=section&id=ITEM%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists financial statements, the independent auditor's report, and a comprehensive Exhibit Index of corporate documents - The report includes **Consolidated Balance Sheets**, **Statements of Income**, **Comprehensive Income**, **Shareholders' Equity**, **Cash Flows**, and **Notes to Consolidated Financial Statements**[252](index=252&type=chunk) - A **Report of Independent Registered Public Accounting Firm** (**PCAOB ID: 49**) is included[252](index=252&type=chunk) - A comprehensive Exhibit Index details various corporate documents, agreements, and certifications[256](index=256&type=chunk) [ITEM 16. Form 10-K Summary](index=43&type=section&id=ITEM%2016.%20Form%2010-K%20Summary) No Form 10-K Summary is provided - No **Form 10-K Summary** is provided[253](index=253&type=chunk) [SIGNATURES](index=46&type=section&id=SIGNATURES) The report is signed by key officers, including the Principal Financial Officer and CEO, on June 26, 2024 - The report is signed by **George R. Bracken**, **Executive Vice President – Finance** (**Principal Financial Officer** and **Principal Accounting Officer**)[261](index=261&type=chunk) - Other signatories include **Nick A. Caporella** (**Chairman of the Board** and **Chief Executive Officer**) and **Joseph G. Caporella** (**President** and Director)[262](index=262&type=chunk) - The report was signed on **June 26, 2024**[261](index=261&type=chunk)[262](index=262&type=chunk)