National Beverage Corp 10-K for FY2025

National Beverage Corp (FIZZ)

10-K 2025-07-02 For: 2025-05-03

Added on April 11, 2026

About this 10-K

National Beverage Corp filed this 10-K on July 2, 2025, covering the fiscal year ended May 3, 2025 (FY2025).

Headline figures

Fiscal year ended May 3, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $1.2B; up 0.8% from $1.19B a year earlier
Net income: $186.82M; up 5.7% from net income of $176.73M a year earlier
Diluted EPS: $1.99; up 5.3% from $1.89 a year earlier

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Delaware	59-2605822
(State of incorporation)	(I.R.S. Employer Identification No.)

PART I			PAGE
	ITEM 1.	Business	1
	ITEM 1A.	Risk Factors	7
	ITEM 1B.	Unresolved Staff Comments	9
	ITEM 1C.	Cybersecurity	9
	ITEM 2.	Properties	9
	ITEM 3.	Legal Proceedings	10
	ITEM 4.	Mine Safety Disclosures	10

PART II
	ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	10
	ITEM 6.	Reserved	11
	ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
	ITEM 7A.	Quantitative and Qualitative Disclosure About Market Risk	15
	ITEM 8.	Financial Statements and Supplementary Data	16
	ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	33
	ITEM 9A.	Controls and Procedures	33
	ITEM 9B.	Other Information	33
	ITEM 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	33

PART III
	ITEM 10.	Directors, Executive Officers and Corporate Governance	34
	ITEM 11.	Executive Compensation	34
	ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	34
	ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	34
	ITEM 14.	Principal Accounting Fees and Services	35

PART IV
	ITEM 15.	Exhibits, Financial Statement Schedules	35
	ITEM 16.	Form 10-K Summary	35

	SIGNATURES		38

	(In thousands)
	Total		1 Year Or less		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

(In thousands, except share data)

	May 3,			April 27,
	2025			2024
Assets
Current assets:
Cash and cash equivalents	$	193,835		$	327,047
Trade receivables, net		104,157			102,837
Inventories		85,109			84,603
Prepaid and other current assets		23,827			22,385
Total current assets		406,928			536,872
Property, plant and equipment, net		175,586			159,730
Operating lease right-of-use assets, net		70,286			53,498
Goodwill		13,145			13,145
Intangible assets		1,615			1,615
Other assets		5,300			5,293
Total assets	$	672,860		$	770,153

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	82,448		$	78,283
Accrued liabilities		43,521			46,565
Operating lease liabilities		14,533			13,079
Total current liabilities		140,502			137,927
Deferred income taxes, net		23,010			23,247
Operating lease liabilities		57,591			41,688
Other liabilities		7,758			7,779
Total liabilities		228,861			210,641
Commitments and contingencies
Shareholders' equity:
Preferred stock, $1 par value - 1,000,000 shares authorized Series C - 150,000 shares issued		150			150
Common stock, $.01 par value - 200,000,000 shares authorized; 101,994,358 and 101,942,658 shares issued, respectively		1,020			1,019
Additional paid-in capital		43,708			42,588
Retained earnings		417,750			535,077
Accumulated other comprehensive income		5,604			4,911
Treasury stock - at cost:
Series C preferred stock - 150,000 shares		(5,100	)		(5,100	)
Common stock - 8,374,112 shares		(19,133	)		(19,133	)
Total shareholders' equity		443,999			559,512
Total liabilities and shareholders' equity	$	672,860		$	770,153

(In thousands, except per share amounts)

	Fiscal Year Ended
	May 3,		April 27,		April 29,
	2025		2024		2023

Net sales	$	1,201,354	$	1,191,694	$	1,172,932

Cost of sales		757,413		763,243		776,143

Gross profit		443,941		428,451		396,789

Selling, general and administrative expenses		208,482		209,941		210,105

Operating income		235,459		218,510		186,684

Other income (expense), net		9,105		11,338		(242	)

Income before income taxes		244,564		229,848		186,442

Provision for income taxes		57,743		53,116		44,278

Net income	$	186,821	$	176,732	$	142,164

Earnings per common share:
Basic	$	2.00	$	1.89	$	1.52
Diluted	$	1.99	$	1.89	$	1.52

Weighted average common shares outstanding:
Basic		93,607		93,429		93,347
Diluted		93,685		93,630		93,608

		Having recently commemorated its 135^th Anniversary, Shasta is recognized as a bottling industry pioneer and innovator. Shasta features multiple flavors and has earned consumer loyalty by delivering value and convenience with unique taste. In Fiscal 2025, Shasta introduced Zero Sugar flavors to reflect the growing trend and interest in Zero Sugar products. Also, Shasta Zero Sugar Chocolat Delite, an indulgent, rich, and chocolate-flavored soda that offers the perfect guilt-free treat for those who crave a bold, satisfying chocolate experience without the sugar, will be on the shelves in early summer 2025.

		With more than 115 years of brand history, Faygo products include numerous unique flavors such as Red Pop, Moon Mist, Cotton Candy and Rock’n’Rye along with newly introduced Super Pop and Bubble Pop. Faygo is celebrated in the Midwest as the “The One True Pop.”

Many of our carbonated soft drink brands enjoy a regional identification that we believe fosters long-term consumer loyalty and makes them more competitive as a consumer choice. In addition, products produced locally often generate retailer-sponsored promotional activities and receive media exposure through community activities rather than costly national advertising. In recent years, we reformulated many of our brands to reduce caloric content while still preserving their time-tested flavor profiles. Our brands, optically and ingredient-wise, are continually evolving. We always strive to make all our drinks healthier while maintaining their iconic taste profiles.

(In thousands)

	Fiscal Year Ended
	May 3, 2025					April 27, 2024					April 29, 2023
	Shares		Amount			Shares		Amount			Shares		Amount

Series C Preferred Stock
Beginning and end of year		150	$	150			150	$	150			150	$	150
Common Stock
Beginning of year		101,942		1,019			101,727		1,017			101,712		1,017
Stock options exercised		52		1			215		2			15		-
End of year		101,994		1,020			101,942		1,019			101,727		1,017
Additional Paid-In Capital
Beginning of year				42,588					40,393					39,405
Stock options exercised				514					1,314					311
Stock-based compensation expense				606					881					677
End of year				43,708					42,588					40,393
Retained Earnings
Beginning of year				535,077					358,345					216,181
Net income				186,821					176,732					142,164
Common stock cash dividend				(304,148	)				-					-
End of year				417,750					535,077					358,345
*Accumulated Other Comprehensive Income (Loss)*
Beginning of year				4,911					(3,185	)				6,918
Cash flow hedges, net of tax				535					7,910					(10,130	)
Other, net of tax				158					186					27
End of year				5,604					4,911					(3,185	)
Treasury Stock - Series C Preferred
Beginning and end of year		150		(5,100	)		150		(5,100	)		150		(5,100	)
Treasury Stock - Common
Beginning and end of year		8,374		(19,133	)		8,374		(19,133	)		8,374		(19,133	)

Total Shareholders' Equity			$	443,999				$	559,512				$	372,487

	(In thousands)
	Fiscal 2025			Fiscal 2024			Fiscal 2023
Balance at beginning of year	$	868		$	523		$	559
Net charge to expense		357			427			11
Net charge-off		(1	)		(82	)		(47	)
Balance at end of year	$	1,224		$	868		$	523

	(In thousands)
Fiscal 2026	$	17,388
Fiscal 2027		16,399
Fiscal 2028		11,611
Fiscal 2029		10,506
Fiscal 2030		9,935
Thereafter		17,017
Total minimum lease payments including interest		82,856
Less: Amounts representing interest		(10,732	)
Present value of minimum lease payments		72,124
Less: Current portion of lease liabilities		(14,533	)
Non-current portion of lease liabilities	$	57,591

	(In thousands)
	Fiscal		Fiscal			Fiscal
	2025		2024			2023
Recognized in AOCI-
Gain (loss) before income taxes	$	6,580	$	(425	)	$	(21,100	)
Less: income tax provision (benefit)		1,547		(111	)		(5,047	)
Net		5,033		(314	)		(16,053	)
Reclassified from AOCI to cost of sales-
Gain (loss) before income taxes		5,887		(10,805	)		(7,785	)
Less: income tax provision (benefit)		1,389		(2,581	)		(1,862	)
Net		4,498		(8,224	)		(5,923	)
Net change to AOCI	$	535	$	7,910		$	(10,130	)

	Number of Shares			Price ^(a)
Options outstanding, beginning of year		299,900		$	25.48
Granted		-			-
Exercised		(51,700	)	$	9.95
Forfeited or cancelled		(5,400	)	$	20.32
Options outstanding, end of year		242,800		$	26.71
Options vested and exercisable, end of year		173,822		$	26.72

	PPA Zone Status
	Fiscal	Fiscal		Surcharge
Pension Fund	2025	2024	FIP/RP Status	Imposed
Central States, Southeast and Southwest Areas Pension Plan (EIN no. 36-6044243) (the “CSSS Fund”)	Red	Red	Implemented	Yes
Western Conference of Teamsters Pension Trust Fund (EIN no. 91-6145047) (the “WCT Fund”)	Green	Green	Not applicable	No

	(In millions)
	Fiscal		Fiscal		Fiscal
Pension Fund	2025		2024		2023
CSSS Fund	$	1.8	$	1.6	$	1.6
WCT Fund		0.9		0.8		0.8
Other multi-employer pension funds		0.2		0.2		0.2
Total	$	2.9	$	2.6	$	2.6

Name	Age	Position with Company

Nick A. Caporella⁽¹⁾	89	Chairman of the Board and Chief Executive Officer

Joseph G. Caporella⁽²⁾	64	President

George R. Bracken⁽³⁾	80	Executive Vice President - Finance

(a)
	The following documents are filed as part of this report:			Page
	1.	Financial Statements
			Consolidated Balance Sheets	16
			Consolidated Statements of Income	17
			Consolidated Statements of Comprehensive Income	18
			Consolidated Statements of Shareholders’ Equity	19
			Consolidated Statements of Cash Flows	20
			Notes to Consolidated Financial Statements	21
			Report of Independent Registered Public Accounting Firm (PCAOB ID: 248)	30
			Report of Independent Registered Public Accounting Firm (PCAOB ID: 49)	32
	2.	Financial Statement Schedules		NA

	3.	Exhibits		36
		See Exhibit Index which follows.

Exhibit No.	Description

3.1	Restated Certificate of Incorporation⁽¹⁾

3.2	Amended and Restated By-Laws⁽²⁾

3.3	Certificate of Designation of the Special Series D Preferred Stock of the Company⁽³⁾

4	Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934⁽¹⁹⁾

10.1	Management Agreement between the Company and Corporate Management Advisors, Inc.⁽⁴⁾*

10.2	National Beverage Corp. Investment and Profit Sharing Plan⁽⁵⁾ *

10.3	National Beverage Corp. 1991 Omnibus Incentive Plan⁽⁴⁾ *

10.4	National Beverage Corp. 1991 Stock Purchase Plan⁽⁴⁾ *

10.5	Amendment No. 1 to the National Beverage Corp. Omnibus Incentive Plan⁽⁶⁾ *

10.6	National Beverage Corp. Special Stock Option Plan⁽⁷⁾*

10.7	Amendment No. 2 to the National Beverage Corp. Omnibus Incentive Plan⁽⁸⁾*

10.8	National Beverage Corp. Key Employee Equity Partnership Program⁽⁸⁾*

10.9	Second Amended and Restated Credit Agreement, dated June 30, 2008, between NewBevCo, Inc. and lender therein⁽⁹⁾

10.10	Amendment to National Beverage Corp. Special Stock Option Plan⁽¹⁰⁾ *

10.11	Amendment to National Beverage Corp. Key Employee Equity Partnership Program⁽¹⁰⁾*

10.12	Loan Agreement dated December 21, 2021 between NewBevCo, Inc. and lender therein⁽¹¹⁾

10.13	Second Amended and Restated Credit Agreement between NewBevCo, Inc. and lender therein⁽¹²⁾

10.14	Amendment to Loan Agreement dated November 15, 2023 between NewBevCo, Inc. and lender therein⁽¹⁴⁾

10.15	Credit Agreement dated September 10, 2024 between NewBevCo, Inc. and lender therein⁽¹⁶⁾

10.16	Amendment to Loan Agreement dated December 19, 2024 between NewBevCo, Inc. and lender therein⁽¹⁸⁾

10.17	Sixth Amendment to Second Amended and Restated Credit Agreement dated May 30, 2025 between NewBevCo, Inc. and lender therein⁽²⁰⁾

16	Letter from RSM US LLP dated November 6, 2024 ⁽¹⁷⁾

19	National Beverage Corp. Insider Trading Policy ⁽¹⁵⁾

21	Subsidiaries of Registrant⁽²⁰⁾

23.1	Consent of Grant Thornton LLP⁽²⁰⁾

23.2	Consent of RSM US LLP⁽²⁰⁾

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002⁽²⁰⁾

31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002⁽²⁰⁾

32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002⁽²⁰⁾

32.2	Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002⁽²⁰⁾

97	National Beverage Corp. Compensation Clawback Policy ⁽¹⁵⁾ *

101	The following financial information from National Beverage Corp.’s Annual Report on Form 10-K for the fiscal year ended May 3, 2025 is formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Comprehensive Income; (iv) Consolidated Statements of Shareholders’ Equity; (v) Consolidated Statements of Cash Flows; and (vi) the Notes to Consolidated Financial Statements.

104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

	NATIONAL BEVERAGE CORP.

	By:	/s/ George R. Bracken
		George R. Bracken
		Executive Vice President – Finance
		(Principal Financial Officer and Principal Accounting Officer)
		Date: July 2, 2025

/s/ Nick A. Caporella		/s/ Cecil D. Conlee
Nick A. Caporella		Cecil D. Conlee
Chairman of the Board and		Director
Chief Executive Officer

/s/ Joseph G. Caporella		/s/ Samuel C. Hathorn, Jr.
Joseph G. Caporella		Samuel C. Hathorn, Jr.
President and Director		Director

/s/ George R. Bracken		/s/ Stanley M. Sheridan
George R. Bracken		Stanley M. Sheridan
Executive Vice President – Finance		Director
(Principal Financial Officer and
Principal Accounting Officer)

Name of Subsidiary	Jurisdiction of Incorporation	Percentage of Voting Stock Owned

BevCo Sales, Inc.	Delaware	100%

Beverage Corporation International, Inc.	Delaware	100%

Big Shot Beverages, Inc.	Delaware	100%

Everfresh Beverages, Inc.	Delaware	100%

Faygo Beverages, Inc.	Michigan	100%

LaCroix Beverages, Inc.	Delaware	100%

National Beverage Vending Company	Delaware	100%

National Retail Brands, Inc.	Delaware	100%

NewBevCo, Inc.	Delaware	100%

PACO, Inc.	Delaware	100%

Shasta Beverages, Inc.	Delaware	100%

Shasta Beverages International, Inc.	Delaware	100%

Shasta Sales, Inc.	Delaware	100%

Shasta Sweetener Corp.	Delaware	100%

Shasta West, Inc.	Delaware	100%

1.	I have reviewed this annual report on Form 10-K of National Beverage Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.