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

Healthy Transformation – We focus on developing and delighting consumers with healthier beverages in response to the global shift in consumer buying habits and lifestyles. We ~~are committed to tailoring the variety and types of beverages in~~believe our portfolio ~~to satisfy~~satisfies the preferences of a diverse mix of consumers including ‘crossover consumers’ – a growing group desiring a healthier ~~alternative~~alternatives to artificially sweetened or high-calorie beverages.

Creative Innovations – Building on a rich tradition of flavor and brand innovation with more than a 130-year history of development with iconic brands such as Shasta® and Faygo®, we have extended our flavor and essence leadership and technical expertise to the sparkling water category. Proprietary flavors and our naturally-essenced beverages are developed and tested in-house and made commercially available only after extensive concept and sensory evaluation. Our variety of distinctive flavors provides us a unique advantage with today’s consumers who demand variety and refreshing beverage alternatives.

Innovation Ethic – We believe that innovative marketing, packaging and consumer engagement is more effective in today’s marketplace than traditional higher-cost national advertising. In addition to our cost-effective social media platforms, we utilize regionally-focused marketing programs and in-store “brand ambassadors” to interact with and obtain feedback from our consumers. We also believe the design of our packages and the overall optical effect of their placement on the shelf (“shelf marketing”) has become more important as millennials and younger generations become increasingly influential consumers, and are now influencing baby boomers and older generations.

National Beverage Corp. is incorporated in Delaware and began trading as a public company on the NASDAQ Stock Market in 1991. In this report, the terms “we,” “us,” “our,” “Company” and “National Beverage” mean National Beverage Corp. and its subsidiaries unless indicated otherwise.

Our brands consist of beverages geared to the active and health-conscious consumer (“Power+ Brands”) including sparkling waters, energy drinks, and juices. Our portfolio of Power+ Brands includes LaCroix®, LaCroix Cúrate®,and LaCroix NiCola® sparkling water products; Clear Fruit®; Rip It® energy drinks and shots; and Everfresh®, Everfresh Premier Varietals™ and Mr. Pure® 100% juice and juice-based products. Additionally, we produce and distribute carbonated soft drinks (“CSDs”) including Shasta® and Faygo®, iconic brands whose consumer loyalty spans more than 130 years.

RIP IT® Energy Fuel is “Real Energy for Real People” with 14 unique flavors and six sugar-free options. Building on the flavor tradition of original Rip It, a 2 oz. sugar-free shot version in eight flavors is marketed in displayable package configurations. RIP IT proudly supports military and first responder heroes at home and abroad with such energetic flavors as Tribute, Citrus X, Cherry Lime and Atomic Pom.

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Power+ Brands –

LaCroix

Continual flavor and packaging innovations for LaCroix in recent years include the unique flavor of Cherry Blossom – a botanical twist of sweet and just a ‘kiss’ of tart. The distinctive taste and stunning packaging of Cherry Blossom conveys the ‘Dazzling Taste of Spring!’ The launch of Cherry Blossom featured an integrated effort involving social and outdoor media, spot radio, consumer sampling and attractive retail in-store displays. In June 2022, PEOPLE Magazine recognized LaCroix Cherry Blossom as the winner of the Flavored Water Category in the PEOPLE’s Food Awards 2022. PEOPLE described Cherry Blossom as “spring in a can…with fruity, lightly floral notes.”

Cherry Blossom joined the innovative trio of Beach Plum, Black Razzberry and Guava São Paulo launched in the fourth quarter of fiscal year 2021. Beach Plum excites the imagination and inspires dreams of summer with the delectable coolness of the luscious fruit native to the east coast of the U.S.; the sweet twist of Black Razzberry makes taste buds sing with decadent, smooth and irresistible fruit flavor; and consumers savor the sweet tropical delicacy and vibrant essence of Guava São Paulo.

Other successful LaCroix additions include Hi-Biscus, a unique flavor that adds the delicate essence of the hibiscus flower to sparkling water; the enticing savor of LimonCello, which instantly transports fans to the Italian Riviera; and the refreshing taste of Pastèque, which captures the lusciousness of a sweet picnic watermelon.

LaCroix’s dynamic ‘theme’ LaCroix Cúrate® (‘Cure Yourself’) celebrates French sophistication with Spanish zest and bold flavor pairings. Packaged in sleek 12 oz. tall cans, popular flavors include Cerise Limón, which pairs sweet cherry with tangy lime for a tasteful infusion that tickles the senses; Piña Fraise, an aromatic combination of pineapple and ripe strawberries that creates a tropical blend delight; and Múre Pepino, which combines sweet and sour blackberry notes with crisp cucumber to create a sensory and taste sensation.

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Additional LaCroix flavors are in development that will continue to feature unique packaging and flavor concepts designed to capitalize on LaCroix brand loyalty and popularity of the sparkling water category.

Everfresh and Mr. Pure

Everfresh Premier Varietals, a unique theme from Everfresh, is positioned as a stand-alone brand for display in the produce section of supermarkets. Everfresh Premier Varietals is a premium line of apple juice derived from a variety of apples specific to the taste of the varietal, such as Granny Smith, McIntosh, Honey Crisp, Golden Delicious, Fuji and Pink Lady.

Clear Fruit is a crisp, clear, non-carbonated water beverage enhanced with fruit flavors. Clear Fruit is available in 14 delicious flavors, including consumer favorites Cherry Blast, Strawberry Watermelon, and Fruit Punch. Clear Fruit is available in 20-ounce and 16.9-ounce bottles with consumer-favored sports caps.

Rip It

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Carbonated Soft Drinks –

Shasta® has been recognized as a bottling industry pioneer and innovator for more than 130 years. Shasta features multiple flavors and has earned consumer loyalty by delivering value and convenience with such unique tastes as Raspberry Crème, Tiki Punch, and California Dreamin’.

With more than 110 years of brand history, Faygo® products include numerous unique flavors such as Red Pop®, Moon Mist®, and Rock’n’Rye®. Faygo recently reintroduced fan-favorite Faygo Pineapple Orange.

Many of our carbonated soft drink brands enjoy a regional identification that fosters long-term consumer loyalty and makes them more competitive as a consumer choice. In addition, products produced locally may 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.

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.

PRODUCTION

Our philosophy emphasizes vertical integration; our production model integrates the procurement of raw materials and crafting flavors and concentrates with the production of finished products. Our twelve strategically-located production facilities are near major metropolitan markets across the continental United States. The locations of our facilities enable us to efficiently produce and distribute beverages to substantially all geographic markets in the United States, including the top 25 metropolitan statistical areas. Each facility is generally equipped to produce both canned and bottled beverage products in a variety of package sizes.

We believe the innovative and controlled vertical integration of our production facilities provides an advantage over certain of our competitors that rely on independent third-party bottlers to manufacture and market their products. Since we control all ~~national~~ production, distribution and marketing of our brands, we believe we can more effectively manage quality control and consumer appeal while responding quickly to changing market conditions.

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We craft a substantial portion of our flavors and concentrates. By controlling our own formulas throughout our bottling network, we are able to produce beverages in accordance with uniform quality standards while innovating flavors to meet changing consumer preferences. We believe the combination of a Company-owned bottling network, together with uniform standards for packaging, formulations and customer service, provides us with a strategic advantage in servicing national retailers and mass-merchandisers. We also maintain research and development laboratories at multiple locations. These laboratories continually test products for compliance with our strict quality control standards as well as conduct research for new products and flavors.

DISTRIBUTION

To service a diverse customer base that includes numerous national retailers, as well as thousands of smaller “up-and-down-the-street” accounts, we utilize a hybrid distribution system to deliver our products through three primary distribution channels: take-home, convenience and food-service.

The take-home distribution channel consists of national and regional grocery stores, club stores, mass-merchandisers, wholesalers, e-commerce stores, drug stores and dollar stores. We distribute our products to this channel primarily through the warehouse distribution system and, to a lesser extent, the direct-store delivery system.

~~Under the warehouse~~

Warehouse distribution system products are shipped from our production facilities to the retailer’s centralized distribution centers and then distributed by the retailer to each of its store locations with other goods. This method allows our retail partners to further maximize their assets by utilizing their ability to pick-up product at our warehouses, thus lowering their/our product costs. Products sold through the direct-store delivery system are distributed directly to the customer’s retail outlets by our direct-store delivery fleet and by independent distributors.

We distribute our products to the convenience channel through our own direct-store delivery fleet and those of independent distributors. The convenience channel consists of convenience stores, gas stations and other smaller “up-and-down-the-street” accounts. Because of the higher retail prices and margins that typically prevail, we have developed packaging and graphics specifically targeted to this market.

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Our food-service division distributes products to independent, specialized distributors who sell to hospitals, schools, military bases, ~~airlines,~~ hotels and food-service wholesalers. Also, our Company-owned direct-store delivery fleet distributes products to ~~certain~~ schools and ~~other~~ food-service ~~customers.~~locations.

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Our take-home, convenience and food-service operations use vending machines and glass-door coolers as marketing and promotional tools for our brands. We provide vending machines and coolers on a placement or purchase basis to our customers. We believe vending and cooler equipment expands on-site visual trial, thereby increasing sales and enhancing brand awareness.

SALES AND MARKETING

We sell and market our products through an internal sales force as well as specialized broker networks. Our sales force is organized to serve a specific market, focusing on one or more geographic territories, distribution channels or product lines. We believe this focus allows our sales group to provide high level, responsive service and support to our customers and markets.

Our marketing emphasizes programs designed to reach consumers directly through innovative digital marketing, digital social marketing, social media engagement, sponsorships and creative content. We are focused on increasing our digital presence and capabilities to further enhance the consumer experience across our brands. We may

Additionally, we maintain and enhance consumer brand recognition and loyalty through a combination of participation in regional events, special event marketing, endorsements, consumer coupon distribution and product sampling. We also offer numerous promotional programs to retail customers, including cooperative advertising support, ‘BrandED’ ambassadors, in-store promotional activities and other incentives. These elements allow marketing and other consumer programs to be tailored to meet local and regional demographics. Additionally, the Company’s ‘MerchMx’ representatives work to develop a rapport with store managers for the purpose of optimizing shelf space, building displays, placing point-of-sale materials and expanding distribution.

RAW MATERIALS

Our centralized procurement group maintains relationships with numerous suppliers of ingredients and packaging. By consolidating the purchasing function for our production facilities, we believe we ~~are able to~~ procure more competitive arrangements with our suppliers, thereby enhancing our ability to compete as an efficient producer of beverages.

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The products we produce and sell are made from various materials including aluminum cans, glass and plastic bottles, water, carbon dioxide, juice and flavor concentrates, sweeteners, cartons and closures. We craft a substantial portion of our flavors and concentrates while purchasing the remaining raw materials from multiple suppliers.

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Substantially all of the materials and ingredients we purchase are ~~presently~~ available from several suppliers, although strikes, weather conditions, utility shortages, governmental control or regulations, national emergencies, quality, price or supply fluctuations or other events outside our control could adversely affect the supply of specific materials. A significant portion of our raw material purchases, including aluminum cans, plastic bottles, high fructose corn syrup, corrugated packaging and juice concentrates, are derived from commodities. Therefore, pricing and availability tend to fluctuate based upon worldwide commodity market conditions. In certain cases, we may elect to enter into multi-year agreements for the supply of these materials with one or more suppliers, the terms of which may include variable or fixed pricing, minimum purchase quantities and/or the requirement to purchase all supplies for specified locations. Additionally, we use derivative financial instruments to partially mitigate our exposure to changes in certain raw material costs.

~~Seasonality~~SEASONALITY

Our operating results are affected by numerous factors, including fluctuations in costs of raw materials, holiday and seasonal programming and weather conditions. Beverage sales are seasonal with higher volume realized during summer months when outdoor activities are more prevalent.

COMPETITION

~~Competition~~

~~While LaCroix®~~While LaCroix Sparkling Water is the brand of choice as the number one premium domestic sparkling water throughout the United States, the beverage industry is highly competitive and our competitive position may vary by market area. Our products compete with many varieties of liquid refreshment, including water products, soft drinks, juices, fruit drinks, energy drinks and sports drinks, as well as powdered drinks, coffees, teas, dairy-based drinks, functional beverages and various other nonalcoholic beverages. We compete with bottlers and distributors of national, regional and private label products. Several competitors, including those that dominate the beverage industry, such as Nestlé S.A., PepsiCo and The Coca-Cola Company, have greater financial resources than we have and aggressive promotion of their products may adversely affect sales of our brands.

Principal methods of competition in the beverage industry are price and promotional activity, advertising and marketing programs, point-of-sale merchandising, retail space management, customer service, product differentiation, packaging innovations and distribution methods. We believe our Company differentiates itself through novel methods of innovation, key brand recognition, focused social media, innovative flavor variety, attractive packaging, efficient distribution methods, and, for some product lines, value pricing.

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~~Trademarks~~

We own numerous trademarks for our brands that are significant to our business. We intend to continue to maintain all registrations of our significant trademarks and use the trademarks in the operation of our businesses.

~~Governmental Regulation~~TRADEMARKS

GOVERNMENTAL REGULATION

The production, distribution and sale of our products in the United States are subject to the Federal Food, Drug and Cosmetic Act; the Dietary Supplement Health and Education Act of 1994; the Occupational Safety and Health ~~Act; the Lanham~~ Act; various environmental statutes; and various other federal, state and local statutes regulating the production, transportation, sale, safety, advertising, labeling and ingredients of such products. We believe that we are in compliance, in all material respects, with such existing legislation.

Certain states and localities require a deposit or tax on the sale of certain beverages. These requirements vary by each jurisdiction. Similar legislation has been or may be proposed in other states or localities or by Congress. We are unable to predict whether such legislation will be enacted ~~or what impact~~but believe its enactment would not have a material adverse impact on our business, financial condition or results of operations.

All of our facilities in the United States are subject to federal, state and local environmental laws and regulations. Compliance with these provisions has not had any material adverse effect on our financial or competitive position. We believe our current practices and procedures for the control and disposition of toxic or hazardous substances comply in all material respects with applicable law.

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~~Employees~~HUMAN CAPITAL

As of ~~May 2, 2020,~~April 29, 2023, we employed approximately ~~1,550~~1,593 people, of which ~~360~~374 are covered by collective bargaining agreements. These collective bargaining agreements generally address working conditions, as well as wage rates and benefits, and expire over varying terms over the next several years. We believe these agreements can be renegotiated on terms satisfactory to us as they expire and we believe we maintain good ~~relations~~relationships with our employees and their representative organizations.

We support a culture of diversity and inclusion that mirrors the markets we serve. We take a comprehensive view of diversity and inclusion across different races, ethnicities, religions and expressions of gender and sexual identity. Approximately 62 percent and 24 percent of our employee base identify as persons of color or female, respectively.

Our compensation programs are designed to ensure we attract and retain talent while maintaining alignment with market compensation. We utilize a mix of short-term incentive programs throughout the organization and provide long-term incentive programs to more senior employees generally through stock-based compensation programs. We offer competitive employee benefits that are effective in attracting and retaining talent and are designed to support the physical, mental and financial health of our employees. Our employee benefits program includes comprehensive health, dental, life and disability, and profit-sharing benefits.

Our operating philosophy emphasizes the health and safety of our employees. Our operations personnel, supplemented by risk management professionals, review all aspects of employee tasks and work environment to minimize risk. We strive to achieve an injury-free work environment in our operations. Key to these efforts are data analysis and preventative actions. We measure and benchmark lost-time incident rate, a reliable indication of total recordable injuries rate and severity, and use a risk- reduction process that thoroughly analyzes injuries and near misses.

During the COVID-19 pandemic, we took comprehensive measures to safeguard the well-being of our employees. These measures included enhanced sanitation procedures, physical distancing, and other health protocols. We continue to monitor the health and safety of our work force.

SUSTAINABILITY

National Beverage Corp. is dedicated to sustainable operations and responsible business initiatives. All our beverage products are produced in the U.S., providing thousands of jobs in local communities and boasting a lower carbon footprint than imported brands. In addition, the majority of our products are delivered through the warehouse distribution system which provides more efficient and lower greenhouse gas emissions than direct-store delivery systems.

Water is critical to our business, and we periodically conduct water quality assessments on a variety of measurements. All of our packaging is recyclable and we continually focus on reducing packaging content. More than 80% of our products are in aluminum cans, which generally contain approximately 73% recycled material. Each of our facilities has programs in place designed to minimize the use of water, energy, and other natural resources.

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AVAILABLE INFORMATION

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and amendments to those reports are available free of charge on our website at www.nationalbeverage.com as soon as reasonably practicable after such reports are electronically filed with the Securities and Exchange Commission. In addition, our Code of Ethics is available on our website. The information on the Company’s website is not part of this Annual Report on Form 10-K or any other report that we file with, or furnish to, the Securities and Exchange Commission.

ITEM 1A.RISK FACTORS

In addition to other information in this Annual Report on Form 10-K, the following risk factors should be considered carefully in evaluating the Company’s business. Our business, financial condition, ~~and~~ results of operations and cash flows could be materially and adversely affected by any of these risks. Additional risks and uncertainties, including risks and uncertainties not presently known to the Company, or that the Company currently deems immaterial, may also impair our business, ~~and~~financial position, results of ~~operations.~~operations and cash flows.

Brand image and consumer preferences. Our beverage portfolio is comprised of a number of unique brands with reputations and consumer loyalty that have been built over time. Our investments in social media and marketing as well as our strong commitment to product quality are intended to have a favorable impact on brand image and consumer preferences. Unfavorable publicity, or allegations of quality issues, even if false or unfounded, may tarnish our reputation and brand image and cause consumers to choose other products. In addition, if we do not adequately anticipate and react to changing demographics, consumer trends, health concerns and product preferences, our financial ~~results~~position could be adversely affected.

Competition. The beverage industry is extremely competitive. Our products compete with a broad range of beverage products, most of which are manufactured and distributed by companies with substantially greater financial, marketing and distribution resources. ~~In order to generate future revenues and profits, we must continue to sell products that appeal to our customers and consumers.~~ Discounting and other actions by our competitors could adversely affect our ability to sustain revenues and profits.

Customer relationships. Our retail customer base has been consolidating over ~~the last several~~many years resulting in fewer customers with increased purchasing power. This increased purchasing power can limit our ability to increase pricing for our products with certain of our customers. Additionally, e-commerce transactions and value stores are experiencing rapid growth. Our inability to adapt to customer requirements could lead to a loss of business and adversely affect our financial ~~results.~~position.

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Raw materials and energy. The production of our products is dependent on certain raw materials, including aluminum, resin, corn, linerboard, water and fruit juice. In addition, the production and distribution of our products is dependent on energy sources, including natural gas, diesel fuel, carbon dioxide and electricity. These items are subject to supply chain disruptions and price volatility caused by numerous factors. Commodity price increases ultimately result in a corresponding increase in the cost of raw materials and energy. We may be limited in our ability to pass these increases on to our customers or may incur a loss in sales volume to the extent price increases are taken. In addition, strikes, weather conditions, governmental controls, tariffs, national emergencies, natural disasters, supply shortages or other events could affect our continued supply and cost of raw materials and energy. If raw materials or energy costs increase, or ~~the~~their availability is limited, our financial ~~results~~position could be adversely affected.

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Governmental regulation. Our business and properties are subject to various federal, state and local laws and regulations, including those governing the production, packaging, quality, labeling and distribution of beverage products. In addition, various governmental agencies have enacted or are considering changes in corporate tax laws as well as additional taxes on soft drinks and other sweetened beverages. Compliance with or changes in existing laws or regulations could require material expenses and negatively affect our financial ~~results through lower sales or higher costs.~~position.

Sustained increases in the cost of employee wages and benefits. Our profitability is affected by the cost of employee wages as well as medical ~~statutory~~ and other benefits provided to employees, including employees covered under collective bargaining agreements and multi-employer pension plans. ~~In recent years, we have experienced increases~~Competition in ~~these~~the labor marketplace for qualified employees has led to increased costs, ~~certain of which are self-insured. Although we seek~~such as higher wages and benefit costs in order to ~~limit these cost increases, continued upward pressure~~recruit and retain employees. A prolonged labor shortage or inflation in ~~these~~labor costs could ~~reduce~~adversely impact our ~~profitability.~~financial results.

Unfavorable weather conditions. Unfavorable weather conditions could have an adverse impact on our revenue and profitability. Unusually cold or rainy weather may temporarily reduce demand for our products and contribute to lower sales, which could adversely affect our profitability for such periods. Prolonged drought conditions in the geographic regions in which we do business could lead to restrictions on the use of water, which could adversely affect our ability to produce and distribute products.

Dependence on key personnel. Our performance significantly depends upon the continued contributions of our executive officers and key employees, both individually and as a group, and our ability to retain and motivate them. Our officers and key personnel have many years of experience with us and in our industry and it may be difficult to replace them. If we lose key personnel or are unable to recruit qualified personnel, our operations and ability to manage our business may be adversely affected.

~~COVID-19 pandemic~~. ~~The magnitude~~Dependence on information technology and ~~duration~~third-party service providers. We use information technology and third-party service providers to support our business processes and activities. Continuity of business applications and services may in the ~~current COVID-19 pandemic is uncertain, rapidly changing and may~~future be ~~impacted~~disrupted by events ~~beyond~~such as infection by viruses or malware or other cybersecurity breaches or attacks; issues with systems’ maintenance or security; power outages; hardware or software failures; telecommunication failures; natural disasters; and other catastrophic occurrences. If our ~~knowledge~~controls, disaster recovery and business continuity plans or ~~control. Such events could include a shutdown of one or more~~those of our ~~facilities resulting from illness~~third party providers do not effectively respond to or ~~government restrictions,~~resolve the issues related to any such disruptions in a timely manner, our sales, financial condition and ~~the disruption of operations of our customers and suppliers. Such events could adversely impact our business,~~ results of operations ~~financial condition and cash flows.~~may be adversely affected.

ITEM 1B.UNRESOLVED STAFF COMMENTS

None.

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ITEM ~~1B. UNRESOLVED STAFF COMMENTS~~2.

~~None.~~

~~ITEM 2.~~ PROPERTIES

Our principal properties include twelve production facilities located in ten states, which aggregate approximately two million square feet. We own ten production facilities in the following states: California (2), Georgia, Kansas, Michigan (2), Ohio, Texas, Utah and Washington. Two production facilities, located in Maryland and Florida, are leased subject to agreements that expire through 2025. We believe our facilities are generally in good condition and sufficient to meet our present needs.

The production of beverages is capital intensive but is not characterized by rapid technological change. The technological advances that have occurred have generally been of an incremental cost-saving nature, such as the industry’s conversion to lighter weight containers or improved blending processes that enhance ingredient yields. We are not aware of any anticipated industry-wide changes in technology that would adversely impact our current physical production capacity or cost of production.

We own and lease trucks, vans and automobiles used in the sale, delivery and distribution of our products. In addition, we lease warehouse and office space, transportation equipment, office equipment and certain manufacturing equipment.

ITEM 3.LEGAL PROCEEDINGS

The Company has been named in certain legal proceedings, including those containing ~~derivative and~~ class action allegations. One complaint alleges the Company’s LaCroix branded products contain synthetic ingredients and therefore violate state consumer protection statutes and other laws. A similar consumer complaint was voluntarily dismissed during the fiscal year along with a full written retraction of all claims by the plaintiff and counsel. The Company is vigorously defending all legal proceedings and believes litigation will not have a material adverse effect on the Company’s financial position, cash flows or results of operations.

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5.

MARKET FOR ~~REGISTRANT’S~~REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The common stock of National Beverage Corp., par value $.01 per share, (“Common Stock”) is listed on The NASDAQ Global Select Market under the symbol “FIZZ”.

At June ~~24, 2020,~~16, 2023, there were approximately ~~29,500~~40,200 holders of our Common Stock, the majority of which hold their shares in the names of banks, brokers and other financial institutions.

~~The~~In the last five fiscal years, the Company paid special cash dividends on Common Stock ~~of $135.2 million ($2.90 per share) on January 29, 2019 and $69.9 million ($1.50 per share) on August 4, 2017.~~as follows:

●

$280.0 million ($3.00 per share) on December 29, 2021;

●

$279.9 million ($3.00 per share) on January 29, 2021; and

●

$135.2 million ($1.45 per share) on January 29, 2019;

Our Board of Directors has authorized a program to repurchase ~~1.6~~3.2 million shares of our common stock of which ~~943,428~~approximately 1.9 million shares remain available and authorized for repurchases. ~~In March 2020, the Company purchased 47,651 shares of its common stock at an average price per share of $40.94 for a total of $1.9 million.~~

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Performance Graph

The following graph shows a comparison of the five-year cumulative ~~returns~~return of an investment of $100 cash on ~~May 2, 2015,~~April 28, 2018, assuming reinvestment of dividends, of our Common Stock with the NASDAQ Composite Index, the S&P 500 Index, a Company-constructed Peer Group (the “Peer Group”) and the newly-added Dow Jones US Soft Drinks Index. The Peer Group consists of Coca-Cola Bottling Company Consolidated and Cott Corporation and will be replaced by the Dow Jones US Soft Drinks Index ~~to provide a broader representation of our industry peers. Going forward,~~and the ~~Peer Group will be excluded from this performance graph.~~S&P 500 Index.

5/02/2015

4/30/2016

4/29/2017

4/28/2018

4/27/2019

5/02/2020

National Beverage Corp.
$ 100.00 $ 208.47 $ 406.77 $ 418.81 $ 277.32 $ 241.48

NASDAQ Composite - Total Return
100.00 96.56 123.78 147.27 170.08 181.89

Dow Jones US Soft Drinks Index
100.00 112.05 117.75 119.03 143.22 145.11

S&P 500 Index - Total Return
100.00 100.11 118.05 134.81 151.44 148.79

Peer Group
100.00 147.10 171.78 163.29 241.14 165.61

Total Returns Index For:	4/28/2018		4/27/2019		5/02/2020		5/01/2021		4/30/2022		4/29/2023

National Beverage Corp.		100.00		66.22		57.66		119.05		114.71		129.34

NASDAQ Composite - Total Return		100.00		115.49		123.51		201.97		179.59		179.63

Dow Jones US Soft Drinks Index		100.00		120.32		121.91		148.37		177.04		191.45

S&P 500 Index - Total Return		100.00		112.33		110.37		165.75		166.10		170.53

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ITEM 6. ~~SELECTED FINANCIAL DATA~~

RESERVED

The following selected financial data should be read in conjunction with "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and consolidated financial statements and notes thereto contained in "Item 8. Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.

~~NATIONAL BEVERAGE CORP.~~ITEM 7.	MANAGEMENT’S DISCUSSION AND ~~SUBSIDIARIES~~
~~(In thousands, except per share and footnote amounts)~~ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Fiscal Year Ended

May 2,

April 27,

April 28,

April 29,

April 30,

2020 (3) 2019 2018 2017 2016
Summary of Operations:

Net sales
$ 1,000,394 $ 1,014,105 $ 975,734 $ 826,918 $ 704,785
Cost of sales
630,254 629,755 584,599 500,841 463,348
Gross profit
370,140 384,350 391,135 326,077 241,437
Selling, general and administrative expenses
204,394 204,415 186,947 163,600 148,384
Other (income) expense - net
(3,709 ) (3,942 ) (1,301 ) (348 ) 348
Income before income taxes
169,455 183,877 205,489 162,825 92,705
Provision for income taxes
39,483 43,024 55,715 55,780 31,507
Net income
$ 129,972 $ 140,853 $ 149,774 $ 107,045 $ 61,198

Per Share Data:

Basic earnings per common share (1)
$ 2.79 $ 3.02 $ 3.21 $ 2.30 $ 1.31
Diluted earnings per common share (1)
2.78 3.00 3.19 2.29 1.31
Closing stock price
50.07 57.50 89.78 88.59 46.74
Dividends paid on common stock (2)
- 2.90 1.50 1.50 -

Balance Sheet Data:

Cash and equivalents (2)
$ 304,518 $ 156,200 $ 189,864 $ 136,372 $ 105,577
Working capital (2)
319,024 224,420 248,297 181,115 143,603
Property, plant and equipment - net
120,627 111,316 85,807 65,150 61,932
Total assets (2)
648,646 452,193 458,832 353,983 301,044
Long-term lease obligations
32,159 - - - -
Deferred income tax liability
14,823 15,987 14,502 12,087 10,020
Total shareholders' equity (2)
452,337 331,609 331,440 245,618 206,152
Dividends paid on common stock (2)
- 135,247 69,878 69,850 -

~~(1)~~	Basic earnings per common share is computed by dividing earnings available to common shareholders by the weighted average number of common shares outstanding. Diluted earnings per common share includes the dilutive effect of stock options.
~~(2)~~	~~The Company paid special cash dividends on Common Stock of $135.2 million ($2.90 per share) on January 29, 2019 and $69.9 million ($1.50 per share) on August 4, 2017 and January 27, 2017.~~
~~(3)~~	~~Fiscal 2020 consisted of 53 weeks.~~

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~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

OVERVIEW

The following Management’s Discussion and Analysis of Operations is intended to provide information

about the Company’s operations and business environment and should be read in conjunction with our Consolidated Financial Statements and the accompanying Notes contained in Item 8 of this report.

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

National Beverage Corp., in recent years, has transformed to an innovative, healthier refreshment company. From our corporate philosophy, development of products and marketing to manufacturing, we are converting consumers to a ‘‘Better for ~~You’~~You’ thirst quencher that compassionately cares for their nutritional health. We are committed to our quest to innovate for the joy, benefit and enjoyment of our consumers’ healthier lifestyle!

~~National Beverage Corp. is~~We believe our brands are uniquely positioned in three distinctive ways:

(1)

The new consumer is the most competent/knowledgeable product analyzer ever, and personal mental/physical lifestyles demand that healthier is their preferred choice. Calories must qualify as worthy; sugar being enemy #1 in the life of the Millennial and younger consumers.

(2)

The retail industry is in a revolution. In prior years, each retailer induced their consumer with a proprietary brand (especially soft drinks), but today ~~understand~~sunderstands that the well-informed, smart consumer is demanding that retailers provide recognizable brands that have earned their respective consumer standing on their merits.

~~(2)~~(3)

Retail today is in the most competitively-indexed service industry, without exception. Innovation, plus the urgent time demands on the consumer, requires quick, expedient shopping. Home delivery is even more of a current shoppers’ choice. Retailers cannot carry slower-moving items that home delivery will not support.

~~(3)~~

Our strategy seeks the profitable growth of our products by (i) developing healthier beverages in response to the global shift in consumer buying habits and tailoring our beverage portfolio to the preferences of a diverse mix of ‘crossover consumers’ – a growing group desiring a healthier alternative to artificially sweetened and high-caloric beverages; (ii) emphasizing unique flavor development and variety throughout our brands that appeal to multiple demographic groups; (iii) maintaining points of difference through innovative marketing, packaging and consumer engagement and (iv) responding faster and more creatively to changing consumer trends than larger competitors who are burdened by legacy production and distribution complexity and costs.

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Presently, our primary market focus is the United States and Canada. Certain of our products are also distributed on a limited basis in other countries and options to expand distribution to other regions are being considered. To service a diverse customer base that includes numerous national retailers, as well as thousands of smaller “up-and-down-the-street” accounts, we utilize a hybrid distribution system consisting of warehouse and direct-store delivery. The warehouse delivery system allows our retail partners to further maximize their assets by utilizing their ability to pick up product at our warehouses, further lowering their/our product costs.

Our operating results are affected by numerous factors, including fluctuations in the costs of raw materials, holiday and seasonal programming and weather conditions. While prior years witnessed more seasonality, higher sales are realized during the summer when outdoor activities are more prevalent.

Our highly innovative business, where new beverages are developed and produced for selective holidays and ceremonial dates, should not be analyzed on the common three-month (quarterly) periods, traditionally found acceptable. Today, costly development projects and seasonal weather periods plus promotional packaging, make quarter-to-quarter comparisons unworthy statistics and forces companies to decision making for that purpose, not truly beneficial for investors and shareholders alike.

Traditional and typical are not a part of an innovator’s vocabulary.

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RESULTS OF OPERATIONS

The following section generally discusses the fiscal years ended ~~May 2, 2020~~April 29, 2023 (Fiscal ~~2020)~~2023) and April ~~27, 2019~~30, 2022 (Fiscal ~~2019)~~2022) items and year-to-year comparisons between Fiscal ~~2020~~2023 and Fiscal ~~2019.~~2022. Discussions of fiscal year ended ~~April 28, 2018~~May 1, 2021 (Fiscal ~~2018)~~2021) items and year-to-year comparisons between Fiscal ~~2019~~2022 and Fiscal ~~2018~~2021 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended April ~~27, 2019,~~30, 2022, which is available free of charge on our website at ~~www.nationalbeverage.com. Fiscal 2020 consisted of 53 weeks; Fiscal 2019 and Fiscal 2018 both consisted of 52 weeks.~~ www.nationalbeverage.com.

Net Sales

Net sales for Fiscal ~~2020 declined 1.4%~~2023 increased 3.1% to ~~$1,000~~$1,173 million compared to ~~$1,014~~$1,138 million for Fiscal ~~2019.~~2022. The ~~decline~~increase in sales resulted from a ~~1.4% reduction~~8.4% increase in average selling price ~~per~~offset in part by a 4.9% decline in case ~~due primarily to changes in product mix.~~volume, which impacted both Power+Brands ~~volume declined 3.4%~~ and ~~branded~~ carbonated soft ~~drinks volume increased 6.6%.~~drinks.

Gross Profit

Gross profit for Fiscal ~~2020~~2023 was ~~$370.1~~$396.8 million compared to ~~$384.4~~$417.8 million for Fiscal ~~2019.~~2022. The ~~change~~average cost per case increased 13.4% and gross margin decreased to 33.8% from 36.7% for Fiscal 2022. The decrease in gross ~~profit~~margin is due to ~~a 1.0% increase~~increases in ~~cost~~packaging, ingredients and freight costs offset in part by increased average selling price. Gross profit per case ~~resulting primarily from changes in product mix and increased manufacturing costs. Gross margin~~ was ~~37.0% for Fiscal 2020 compared to 37.9% in Fiscal 2019.~~flat.

Shipping and handling costs are included in selling, general and administrative expenses, the classification of which is consistent with many beverage companies. However, our gross margin may not be comparable to companies that include shipping and handling costs in cost of sales. See Note 1 of Notes to the Consolidated Financial Statements.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were ~~$204.4~~approximately $210 million for both Fiscal ~~2020~~2023, and Fiscal ~~2019 or approximately 20%~~2022. Marketing and shipping costs declined and were offset by increased administrative costs. The decline in marketing costs was primarily due to reduced programs with retail partners. As a percent of net sales, ~~for both periods. Selling,~~selling, general and administrative expenses ~~reflect increased selling and administrative costs offset by reduced shipping and distribution costs.~~ declined to 17.9% from 18.4% in Fiscal 2022.

~~Interest Expense and~~ Other ~~Expense (Income)~~(Expense) Income - Net

Other (expense) income, net ~~is primarily~~includes interest income of ~~$3.9~~$2.3 million for Fiscal ~~2020~~2023 and ~~$4.1~~$.1 million for Fiscal ~~2019.~~2022. The ~~change~~increase in interest income is due to ~~lower investment yields on an~~ increased average ~~investment balances. Interest expense is comprised of fees related to maintaining lines of credit. Interest expense was essentially flat for all years presented.~~invested balances and higher return on investments.

Income Taxes

Our effective tax rate was ~~23.3%~~23.7% for Fiscal ~~2020~~2023 and ~~23.4%~~23.6% for Fiscal ~~2019.~~2022. The differences between the effective rate and the federal statutory rate of 21% were primarily due to the effects of state income taxes.

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LIQUIDITY AND FINANCIAL CONDITION

Liquidity and Capital Resources

Our principal source of funds is cash generated from operations. At ~~May 2, 2020,~~April 29, 2023, we had $158.1 million in cash and cash equivalents and maintained ~~$100~~$150 million in unsecured revolving credit facilities, under which no borrowings were outstanding and ~~$3.4~~$2.2 million was reserved for standby letters of credit. ~~Cash generated from operations is our principal source of funds.~~ We believe that existing capital resources will be sufficient to meet our liquidity and capital requirements for the next twelve months. See Note 5 of Notes to the Consolidated Financial Statements.

Expenditures for property, plant and equipment amounted to ~~$23.9~~$22.0 million for Fiscal ~~2020~~2023 primarily ~~to expand production capacity. We continually evaluate~~for capital projects to expand our ~~production~~ capacity, enhance sustainability and packaging capabilities orand improve efficiencies at our production facilities. We intend to continue ~~production~~ capacity and efficiency improvement projects in ~~fiscal year 2021~~Fiscal 2024 and expect capital expenditures to be comparable to Fiscal ~~2020.~~

~~The Company paid special cash dividends on Common Stock of $135.2 million ($2.90 per share) on January 29, 2019 and $69.9 million ($1.50 per share) on August 4, 2017.~~

The Board of Directors has authorized the Company to repurchase up to 1.6 million shares of common stock. During Fiscal 2020, the Company purchased an aggregate 154,512 shares for a cost of $6.2 million. As of May 2, 2020, 656,572 shares were purchased under the program and 943,428 shares were available for repurchase.2022.

Pursuant to a management agreement, we incurred a fee to Corporate Management Advisors, Inc. (CMA) of ~~$10.0~~$11.9 million for Fiscal ~~2020~~2023 and ~~$10.2~~$11.4 million for Fiscal ~~2019. At May 2, 2020, management fees payable to~~2022. Included in current liabilities were amounts due CMA ~~were $2.6 million.~~of $2.9 million at April 29, 2023 and $4.0 million at April 30, 2022. See Note 6 of Notes to the Consolidated Financial Statements.

Cash Flows

During Fiscal ~~2020, $177.7~~2023, $161.7 million was provided by operating activities, ~~$23.9~~$22.0 million was used in investing activities and ~~$5.5~~$29.7 million was used in financing activities. Cash provided by operating activities increased ~~$38.3~~$28.5 million ~~primarily~~ due to ~~decreased~~reduced net working capital ~~requirements and increased depreciation and amortization~~other than cash, change in deferred taxes offset in part by lower net income. Cash used in investing activities decreased $7.1 million due to ~~reduced~~lower capital expenditures. Cash used in financing activities includes ~~the $6.2~~a $30 million repayment of ~~stock repurchased during Fiscal 2020. In Fiscal 2019, $135.2 million ($2.90 per share) special cash dividend was paid on January 29, 2019.~~our Loan Facility.

Financial Position

During Fiscal ~~2020,~~2023, our working capital increased $92.9 million to ~~$319.0 million from $224.4 million at April 27, 2019.~~$222.1 million. The increase in working capital resulted from increased cash and equivalents generated by operations, ~~and reduced inventories~~increased trade receivables offset in part by ~~increased current liabilities. Current liabilities in Fiscal 2020 increased in part due to the adoption of the new lease Accounting Standards Update No. 2016-02, “Leases.” (Topic 842).~~lower inventories and reduced income tax prepayments. Trade receivables increased ~~slightly~~$11.3 million and days sales outstanding was ~~29.5~~33.3 days at April 29, 2023 compared to ~~32.2~~30 days ~~for 2019.~~at April 30, 2022. Inventories decreased ~~$7.2~~$9.7 million ~~or 10.2%~~ as a result of ~~reductions in~~the reduced quantities of finished goods and raw materials. Annual inventory turns ~~increased~~decreased to ~~9.4~~7.9 from ~~8.8~~8.2 times. ~~As of May 2, 2020 and~~At April ~~27, 2019,~~29, 2023, the current ratio was ~~3.3~~2.5 to 1.1 compared to 1.9 to 1 at April 30, 2022.

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CONTRACTUAL OBLIGATIONS

Contractual obligations at ~~May 2, 2020~~April 29, 2023 are payable as follows:

	(In thousands)										(In thousands)
	Total		1 Year Or less		2 to 3 Years		3 to 5 Years		More Than 5 Years		Total		1 Year Or less		2 to 3 Years		4 to 5 Years		More Than 5 Years
Operating leases	$	52,394	$	14,206	$	22,251	$	11,836	$	4,101	$	44,674	$	12,798	$	17,903	$	10,304	$	3,669
Purchase commitments		22,598		17,505		5,093		-		-		19,535		19,535		-		-		-

Total	$	74,992	$	31,711	$	27,344	$	11,836	$	4,101	$	64,209	$	32,333	$	17,903	$	10,304	$	3,669

We contribute to certain pension plans under collective bargaining agreements and to a discretionary profit sharing plan. Annual contributions were ~~$3.6 million for Fiscal 2020,~~ $3.8 million for Fiscal ~~2019~~2023 and ~~$3.4~~$4.0 million for Fiscal ~~2018.~~2022. See Note 11 of Notes to Consolidated Financial Statements.

We maintain self-insured and deductible programs for certain liability, medical and workers’ compensation exposures. Other long-term liabilities include known claims and estimated incurred but not reported claims not otherwise covered by insurance based on actuarial assumptions and historical claims experience. Since the timing and amount of claim payments vary significantly, we are not able to reasonably estimate future payments for specific periods and therefore such payments have not been included in the table above. Standby letters of credit aggregating ~~$3.4~~$2.2 million have been issued in connection with our self-insurance programs. These standby letters of credit expire through ~~June 2021~~March 2024 and are expected to be renewed.

OFF-BALANCE SHEET ARRANGEMENTS AND ESTIMATES

We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on ~~management's~~management’s knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results. We believe that the critical accounting policies described in the following paragraphs comprise the most significant estimates and assumptions used in the preparation of our consolidated financial statements. For these policies, we caution that future events rarely develop exactly as estimated and the best estimates routinely require adjustment.

Credit Risk

We sell products to a variety of customers and extend credit based on an evaluation of each customer’s financial condition, generally without requiring collateral. Exposure to credit losses varies by customer principally due to the financial condition of each customer. We monitor our exposure to credit losses and maintain allowances for anticipated losses based on our experience with past due accounts, collectability and our analysis of customer data.

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Impairment of Long-Lived Assets

All long-lived assets, excluding goodwill and intangible assets not subject to amortization, are evaluated for impairment on the basis of undiscounted cash flows whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. ~~An impaired asset is written down to its estimated fair value based on the best information available. Estimated fair value is generally measured by discounting future cash flows.~~ Goodwill and intangible assets not subject to amortization are evaluated for impairment annually or sooner if we believe such assets may be impaired. An impairment loss is ~~recognized if the carrying amount or, for goodwill, the carrying amount of~~written down to its ~~reporting unit, is greater than its~~estimated fair ~~value.~~market value based on discounted future cash flows.

Income Taxes

The ~~Company's~~Company’s effective income tax rate is based on estimates of taxes which will ultimately be payable. Deferred taxes are recorded to give recognition to temporary differences between the tax bases of assets or liabilities and their reported amounts in the financial statements. Valuation allowances are established to reduce the carrying amounts of deferred tax assets when it is deemed, more likely than not, that the benefit of deferred tax assets will not be realized.

Insurance Programs

We maintain self-insured and deductible programs for certain liability, medical and workers’ compensation exposures. Accordingly, we accrue for known claims and estimated incurred but not reported claims not otherwise covered by insurance based on actuarial assumptions and historical claims experience.

Revenue Recognition

We recognize revenue upon delivery to our customers, based on written sales terms that do not allow a right of return except in rare instances. Our products are typically sold on credit; however smaller direct-store delivery accounts may be sold on a cash basis. Our credit terms normally require payment within 30 days of delivery and may allow discounts for early payment. We estimate and reserve for bad debt exposure based on our experience with past due accounts, collectability and our analysis of customer data.

We offer various sales incentive arrangements to our customers that require customer performance or achievement of certain sales volume targets. Sales incentives are accrued over the period of benefit or expected sales. When the incentive is paid in advance, the aggregate incentive is recorded as a prepaid and amortized over the period of benefit. The recognition of these incentives involves the use of judgment related to performance and sales volume estimates that are made based on historical experience and other factors. Sales incentives are accounted for as a reduction of sales and actual amounts ultimately realized may vary from accrued amounts. Such differences are recorded once determined and have historically not been significant. ~~We adopted ASU 2014-09,~~ ~~Revenue from Contracts with Customers~~~~, and its amendments on April 29, 2018.~~

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FORWARD-LOOKING STATEMENTS

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

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Commodities

We purchase various raw materials, including aluminum cans, plastic bottles, high fructose corn syrup, corrugated packaging and juice concentrates, the prices of which fluctuate based on commodity market conditions. Our ability to recover increased costs through higher pricing may be limited by the competitive environment in which we operate. At times, we manage our exposure to this risk through the use of supplier pricing agreements that enable us to establish all, or a portion of, the purchase prices for certain raw materials. Additionally, we use derivative financial instruments to partially mitigate our exposure to changes in certain raw material costs.

Interest Rates

At ~~May 2, 2020,~~April 29, 2023, the Company had no borrowings outstanding. Based on a 1 percentage point increase, interest rates would have increased interest expense by $.1 million in Fiscal 2023. We ~~had no debt-related~~are also subject to interest rate risk related to our investment in highly liquid short duration investment securities. These investments are managed with the guidelines of the Company’s investment policy. Our policy requires investments to be investment grade, with the primary objective of minimizing the risk of principal loss. In addition, our policy limits the amount of credit exposure ~~during Fiscal 2020.~~to any one issue.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)

	May 2,			April 27,			April 29,			April 30,
	2020			2019			2023			2022
Assets
Current assets:
Cash and equivalents	$	304,518		$	156,200		$	158,074		$	48,050
Trade receivables - net		84,921			84,841			104,918			93,592
Inventories		63,482			70,702
Inventory								93,578			103,318
Prepaid and other assets		7,791			9,714			9,835			29,560
Total current assets		460,712			321,457			366,405			274,520
Property, plant and equipment - net		120,627			111,316			148,423			144,258
Right of use assets, net		47,884			-
Right of use assets- net								39,506			29,251
Goodwill		13,145			13,145			13,145			13,145
Intangible assets		1,615			1,615			1,615			1,615
Other assets		4,663			4,660			5,248			5,015
Total assets	$	648,646		$	452,193		$	574,342		$	467,804

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	74,369		$	66,202		$	85,106		$	95,299
Accrued liabilities		42,476			30,433			47,318			39,090
Operating lease liabilities		16,980			-			11,745			10,543
Income taxes payable		7,863			402			152			387
Total current liabilities		141,688			97,037			144,321			145,319
Long-term debt								-			30,000
Deferred income taxes - net		14,823			15,987			19,814			23,823
Operating lease liabilities- non current		32,159
Operating lease liability - non current								29,782			20,703
Other liabilities		7,639			7,560			7,938			8,521
Total liabilities		196,309			120,584			201,855			228,366
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; 50,803,184 shares (2020) and 50,678,084 shares (2019) issued		508			507
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; 101,727,658 and 101,712,358 shares issued, respectively								1,017			1,017
Additional paid-in capital		37,930			37,065			40,393			39,405
Retained earnings		443,402			313,430			358,345			216,181
Accumulated other comprehensive (loss)		(5,420	)		(1,543	)
Accumulated other comprehensive (loss) income								(3,185	)		6,918
Treasury stock - at cost:
Series C preferred stock - 150,000 shares		(5,100	)		(5,100	)		(5,100	)		(5,100	)
Common stock - 4,187,056 shares (2020) and 4,032,544 shares (2019)		(19,133	)		(12,900	)
Common stock - 8,374,112 shares								(19,133	)		(19,133	)
Total shareholders' equity		452,337			331,609			372,487			239,438
Total liabilities and shareholders' equity	$	648,646		$	452,193		$	574,342		$	467,804

~~See accompanying Notes to Consolidated Financial Statements.~~
The accompanying notes are an integral part of these consolidated financial statements.

National Beverage Corp. develops, produces, markets and sells a distinctive portfolio of sparkling waters, juices, energy drinks and carbonated soft drinks primarily in the United States and Canada. Incorporated in Delaware in 1985, National Beverage Corp. is a holding company for various operating subsidiaries. When used in this report, the terms “we,” “us,” “our,” “Company” and “National Beverage” mean National Beverage Corp. and its subsidiaries.

The consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (GAAP) and rules and regulations of the Securities and Exchange Commission. The consolidated financial statements include the accounts of National Beverage Corp. and all subsidiaries. All significant intercompany transactions and accounts have been eliminated. Our fiscal year ends the Saturday closest to April 30 and, as a result, an additional week is added every five or six years. The fiscal year ended ~~May 2, 2020~~April 29, 2023 (Fiscal ~~2020~~2023) ~~consisted of~~ 53 ~~weeks. The fiscal year ended~~, April ~~27, 2019~~30, 2022 (Fiscal ~~2019~~2022) and ~~the fiscal year ended~~ ~~April 28, 2018~~May 1, 2021 (Fiscal ~~2018~~2021) ~~both~~all consisted of 52 weeks.

Cash and equivalents are comprised of cash and highly liquid securities (consisting primarily of bank deposits and short-term government money-market investments).

Derivative financial instruments which are used to partially mitigate our exposure to changes in certain raw material ~~costs. All derivative financial instruments~~costs are recorded at fair ~~value in our Consolidated Balance Sheets.~~value. Derivative financial instruments are not used for trading or speculative purposes. Credit risk related to derivative financial instruments is managed by requiring high credit standards for counterparties and frequent cash settlements. The estimated fair values of derivative financial instruments are calculated based on market rates to settle the instruments.

Basic earnings per common share is computed by dividing earnings available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per common share is calculated in a similar manner, but includes the dilutive effect of stock options amounting to ~~200,000~~261,000 shares in Fiscal ~~2020,~~2023, ~~284,000~~276,000 shares in Fiscal ~~2019,~~2022, and ~~323,000~~340,000 shares in Fiscal ~~2018.~~2021.

The estimated fair values of derivative financial instruments are calculated based on market rates to settle the instruments. These values represent the estimated amounts we would receive upon sale, taking into consideration current market prices and credit worthiness.

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $.01 per share		FIZZ		The NASDAQ Global Select Market

PART I			~~Page~~PAGE
	ITEM 1.	~~Part I~~Business	1

~~Item 1.~~	~~Business~~	2
ITEM 1A.	Risk Factors	11
	ITEM 1B.	Unresolved Staff Comments	13 12
	ITEM 2.	Properties	13
	ITEM 3.	Legal Proceedings	13
	ITEM 4.	Mine Safety Disclosures	13

PART II
	ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	14 13
	ITEM 6.	~~Selected Financial Data~~Reserved	16 15
	ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17 15
	ITEM 7A.	Quantitative and Qualitative Disclosure About Market Risk	23 21
	ITEM 8.	Financial Statements and Supplementary Data	24 22
	ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	45 41
	ITEM 9A.	Controls and Procedures	45 41
	ITEM 9B.	Other Information	46 42
	ITEM 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	42

PART III
	ITEM 10.	Directors, Executive Officers and Corporate Governance	46 42
	ITEM 11.	Executive Compensation	47 43
	ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	47 43
	ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	47 43
	ITEM 14.	Principal Accounting Fees and Services	47 43

PART IV
	ITEM 15.	Exhibits, Financial Statement Schedules	47 43
	ITEM 16.	Form 10-K Summary	43

	SIGNATURES		50 46

	Fiscal Year Ended									Fiscal Year Ended
	May 2,			April 27,			April 28,			April 29,			April 30,		May 1,
	2020			2019			2018			2023			2022		2021

Net income	$	129,972		$	140,853		$	149,774		$	142,164		$	158,512	$	174,146

Other comprehensive income, net of tax:

Cash flow hedges		(3,673	)		(6,318	)		5,227			(10,130	)		3,882		7,930

Other		(204	)		174			(22	)		27			19		507

Total		(3,877	)		(6,144	)		5,205			(10,103	)		3,901		8,437

Comprehensive income	$	126,095		$	134,709		$	154,979		$	132,061		$	162,413	$	182,583

	Fiscal Year Ended									Fiscal Year Ended
	May 2,			April 27,			April 28,			April 29,			April 30,			May 1,
	2020			2019			2018			2023			2022			2021
Operating Activities:
Net income	$	129,972		$	140,853		$	149,774		$	142,164		$	158,512		$	174,146
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		17,234			15,439			13,226			20,041			18,544			18,097
Deferred income tax provision		11			3,351			676
Loss on disposal of property, net		206			12			149
Deferred income taxes											(821	)		5,326			(132	)
Loss (gain) on disposal of property, net											141			(7	)		114
Stock-based compensation		125			251			161			677			695			462
Amortization of operating right of use assets		13,351			-			-			13,240			13,258			13,060
Changes in assets and liabilities:
Trade receivables		(80	)		(481	)		(13,041	)		(11,326	)		(7,150	)		(1,521	)
Inventories		7,220			(9,782	)		(7,565	)		9,740			(31,838	)		(7,998	)
Operating lease right of use assets											(23,495	)		(6,054	)		(11,092	)
Prepaid and other assets		(5,633	)		(2,806	)		(5,437	)		15,472			(5,084	)		35
Accounts payable		8,168			(8,651	)		16,753			(10,193	)		6,545			14,385
Accrued and other liabilities		7,118			1,256			25			(4,256	)		(12,444	)		(4,524	)
Operating lease liabilities											10,281			(7,170	)		(1,262	)
Net cash provided by operating activities		177,692			139,442			154,721			161,665			133,133			193,770

Investing Activities:
Additions to property, plant and equipment		(23,890	)		(38,333	)		(31,974	)		(21,979	)		(29,015	)		(25,308	)
Proceeds from sale of property, plant and equipment		9			18			63			27			11			(6	)
Net cash used in investing activities		(23,881	)		(38,315	)		(31,911	)		(21,952	)		(29,004	)		(25,314	)

Financing Activities:
Borrowing under loan facility											-			50,000			-
Repayments under loan facility											(30,000	)		(20,000	)		-
Dividends paid on common stock		-			(135,247	)		(69,878	)		-			(280,003	)		(279,876	)
Proceeds from stock options exercised		740			456			560			311			335			491
Repurchase of common stock		(6,233	)		-			-
Net cash used in financing activities		(5,493	)		(134,791	)		(69,318	)		(29,689	)		(249,668	)		(279,385	)

Net Increase (Decrease) in Cash and Equivalents		148,318			(33,664	)		53,492			110,024			(145,539	)		(110,929	)

Cash and Equivalents - Beginning of Year		156,200			189,864			136,372			48,050			193,589			304,518

Cash and Equivalents - End of Year	$	304,518		$	156,200		$	189,864		$	158,074		$	48,050		$	193,589

Other Cash Flow Information:
Interest paid	$	51		$	51		$	101		$	315		$	371		$	148
Income taxes paid	$	29,364		$	36,833		$	56,737		$	37,831		$	51,958		$	63,357

	5/02/2015		4/30/2016		4/29/2017		4/28/2018		4/27/2019		5/02/2020

National Beverage Corp.	$	100.00	$	208.47	$	406.77	$	418.81	$	277.32	$	241.48

NASDAQ Composite - Total Return		100.00		96.56		123.78		147.27		170.08		181.89

Dow Jones US Soft Drinks Index		100.00		112.05		117.75		119.03		143.22		145.11

S&P 500 Index - Total Return		100.00		100.11		118.05		134.81		151.44		148.79

Peer Group		100.00		147.10		171.78		163.29		241.14		165.61

NATIONAL BEVERAGE CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)

	Fiscal Year Ended																Fiscal Year Ended
	May 2, 2020					April 27, 2019					April 28, 2018						April 29, 2023					April 30, 2022					May 1, 2021
	Shares		Amount			Shares		Amount			Shares		Amount				Shares		Amount			Shares		Amount			Shares		Amount

Series C Preferred Stock
Beginning and end of year		150	$	150			150	$	150			150	$	150				150	$	150			150	$	150			150	$	150
Common Stock
Beginning of year		50,678		507			50,651		507			50,616		506				101,712		1,017			101,676		1,016			101,606		1,016
Stock options exercised		125		1			27		-			35		1				15		-			36		1			70		-
End of year		50,803		508			50,678		507			50,651		507				101,727		1,017			101,712		1,017			101,676		1,016
Additional Paid-In Capital
Beginning of year				37,065					36,358					35,638						39,405					38,375					37,422
Stock options exercised				740					456					559						311					335					491
Stock-based compensation				125					251					161						677					695					462
End of year				37,930					37,065					36,358						40,393					39,405					38,375
Retained Earnings
Beginning of year				313,430					307,824					227,928						216,181					337,672					443,402
Net income				129,972					140,853					149,774						142,164					158,512					174,146
Common stock cash dividend				-					(135,247	)				(69,878	)					-					(280,003	)				(279,876	)
End of year				443,402					313,430					307,824						358,345					216,181					337,672
*Accumulated Other Comprehensive Income (Loss)*
*Accumulated Other Comprehensive (Loss) Income*																*Accumulated Other Comprehensive (Loss) Income*
Beginning of year				(1,543	)				4,601					(604	)					6,918					3,017					(5,420	)
Cash flow hedges				(3,673	)				(6,318	)				5,227						(10,130	)				3,882					7,930
Other				(204	)				174					(22	)					27					19					507
End of year				(5,420	)				(1,543	)				4,601						(3,185	)				6,918					3,017
Treasury Stock - Series C Preferred
Beginning and end of year		150		(5,100	)		150		(5,100	)		150		(5,100	)			150		(5,100	)		150		(5,100	)		150		(5,100	)
Treasury Stock - Common
Beginning of year		4,033		(12,900	)		4,033		(12,900	)		4,033		(12,900	)
Beginning and end of year																		8,374		(19,133	)		8,374		(19,133	)		8,374		(19,133	)
Repurchase of common stock		154		(6,233	)													-		-			-		-			-		-
End of year		4,187		(19,133	)		4,033		(12,900	)		4,033		(12,900	)
																		8,374		(19,133	)		8,374		(19,133	)		8,374		(19,133	)

Total Shareholders' Equity			$	452,337				$	331,609				$	331,440					$	372,487				$	239,438				$	355,997

	(In thousands)									(In thousands)
	Fiscal 2020			Fiscal 2019			Fiscal 2018			Fiscal 2023			Fiscal 2022			Fiscal 2021
Balance at beginning of year	$	516		$	452		$	468		$	559		$	1,140		$	1,350
Net charge to expense		893			87			34
Net charge (credit) to expense											11			(581	)		(138	)
Net charge-off		(59	)		(23	)		(50	)		(47	)		-			(72	)
Balance at end of year	$	1,350		$	516		$	452		$	523		$	559		$	1,140

	(In thousands)
Fiscal 2021	$	14,206
Fiscal 2022		13,276
Fiscal 2023		8,975
Fiscal 2024		7,361
Fiscal 2025		4,475
Thereafter		4,101
Total minimum lease payments including interest		52,394
Less: Amounts representing interest		(3,255	)
Present value of minimum lease payments		49,139
Less: Current portion of lease liabilities		(16,980	)
Non-Current portion of operating lease liabilities	$	32,159

	(In thousands)
Fiscal 2020	$	16,105
Fiscal 2021		12,084
Fiscal 2022		9,894
Fiscal 2023		7,741
Fiscal 2024		4,510
Thereafter		1,703
Total minimum lease payments	$	52,037

	(In thousands)								(In thousands)
	Fiscal			Fiscal			Fiscal		Fiscal			Fiscal		Fiscal
	2020			2019			2018		2023			2022		2021
Recognized in AOCI-
(Loss) gain before income taxes	$	(9,613	)	$	(6,138	)	$	9,498	$	(21,100	)	$	15,105	$	12,973
Less income tax (benefit) provision		(2,299	)		(1,468	)		3,085		(5,047	)		3,613		3,103
Net		(7,314	)		(4,670	)		6,413		(16,053	)		11,492		9,870
Reclassified from AOCI to cost of sales-
Gain (loss) before income taxes		(4,786	)		2,100			2,569
Less income tax provision (benefit)		(1,145	)		452			1,383
(Loss) gain before income taxes										(7,785	)		10,001		2,550
Less income tax (benefit) provision										(1,862	)		2,391		610
Net		(3,641	)		1,648			1,186		(5,923	)		7,610		1,940

Net change to AOCI	$	(3,673	)	$	(6,318	)	$	5,227	$	(10,130	)	$	3,882	$	7,930

	Number of Shares			Price ^(a)		Number of Shares			Price ^(a)
Options outstanding, beginning of year		322,445		$	11.14		536,600		$	18.97
Granted		-			-		-			-
Exercised		(125,100	)		5.92		(15,300	)		20.35
Cancelled		(2,800	)		17.59		-			-
Options outstanding, end of year		194,545			14.01		521,300			18.13
Options exercisable, end of year		183,145			13.00		336,520			11.90

		PPA Zone Status
Pension Fund		Fiscal ~~2020~~2023		Fiscal ~~2019~~2022		FIP/RP Status		Surcharge Imposed
Central States, Southeast and Southwest Areas Pension Plan (EIN no. 36-6044243) (the ~~CSSS Fund)~~“CSSS Fund”)	Red		Red		~~Red~~ Implemented		~~Implemented~~ Yes		~~Yes~~
Western Conference of Teamsters Pension Trust Fund (EIN no. 91-6145047) (the ~~WCT Fund)~~“WCT Fund”)	Green		Green		~~Green~~ Not applicable		~~Not~~No ~~applicable~~		No

	(In thousands, except per share amounts)
	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Fiscal 2020
Net sales	$	263,568	$	251,611	$	222,814	$	262,401
Gross profit		96,574		92,814		82,095		98,657
Net income		34,542		32,654		26,563		36,213
Earnings per common share – basic	$	.74	$	.70	$	.57	$	.78
Earnings per common share – diluted	$	.74	$	.70	$	.57	$	.77

Fiscal 2019
Net sales	$	292,590	$	260,709	$	220,892	$	239,914
Gross profit		115,694		103,524		80,554		84,578
Net income		48,830		41,077		24,811		26,135
Earnings per common share – basic	$	1.05	$	.88	$	.53	$	.56
Earnings per common share – diluted	$	1.04	$	.88	$	.53	$	.56

Name	Age	Position with Company

Nick A. Caporella⁽¹⁾	84 87	Chairman of the Board and Chief Executive Officer

Joseph G. Caporella⁽²⁾	59 62	President

George R. Bracken⁽³⁾	75 78	Executive Vice President – Finance

(a)	The following documents are filed as part of this report:		Page
	1.	Financial Statements
		Consolidated Balance Sheets	2422
		Consolidated Statements of Income	2523
		Consolidated Statements of Comprehensive Income	2624
		Consolidated Statements of Shareholders’ Equity	2725
		Consolidated Statements of Cash Flows	2826
		Notes to Consolidated Financial Statements	2927
		Report of Independent Registered Public Accounting Firm (PCAOB ID: 49)	43
	2.	~~Financial Statement Schedules~~	NA39

	3. 2.	Financial Statement Schedules	NA

	3.	Exhibits
		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~~Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934^(16)(14)

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		~~First Amendment to Second~~ Amended and Restated Credit Agreement dated January ~~16, 2013,~~5, 2022 between NewBevCo ~~Inc.~~ and lender therein⁽¹¹⁾

10.13		~~Credit~~Loan Agreement dated ~~June 18, 2015,~~December 21, 2021 between NewBevCo, Inc. and lender therein⁽¹²⁾

10.14		~~Second Amendment to~~ Second Amended and Restated Credit Agreement ~~dated July 7, 2015, between NewBevCo, Inc. and lender therein~~⁽¹²⁾

~~10.15~~		~~Third Amendment to Second Amended and Restated Credit Agreement, dated June 29, 2017,~~ between NewBevCo, Inc. and lender therein⁽¹³⁾

~~10.16~~		~~Amended and Restated Credit Agreement dated October 4, 2017 between NewBevCo. and lender therein~~ ⁽¹⁴⁾

~~Exhibit~~ ~~No.~~			Description


~~10.17~~21			~~Credit Facility Renewal Agreement, dated April 26, 2018 between NewBevCo and lender therein~~ Subsidiaries of Registrant⁽¹⁵⁾

2123			~~Subsidiaries of Registrant~~⁽¹⁶⁾

23			Consent of Independent Registered Public Accounting Firm^(16)(15)

31.1			Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002(16)~~2002⁽¹⁵⁾

31.2			Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002^(16)(15)

32.1			Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002^(16)(15)

32.2			Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002^(16)(15)

101			The following financial information from National Beverage Corp.’s Annual Report on Form 10-K for the fiscal year ended ~~May 2, 2020~~April 29, 2023 is formatted in ~~iXBRL (Inline eXtensible~~Inline 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:


	~~By:~~	/s/ George R. Bracken
		George R. Bracken
		Executive Vice President – Finance
		(Principal Financial Officer)
		Date: ~~July 1, 2020~~June 28, 2023

/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)