OVERVIEW

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


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' 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 uniquely positioned in three distinctive ways:

(1) The retail industry is in revolution. In prior years, each retailer induced

their consumer with a proprietary brand (especially soft drinks), but today

understands that the well-informed, smart consumer is demanding that

retailers provide recognizable brands that have earned their respective


      consumer standing on their merits.



(2) 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) 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.




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.



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 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
(Fiscal 2020) and April 27, 2019 (Fiscal 2019) items and year-to-year
comparisons between Fiscal 2020 and Fiscal 2019. Discussions of fiscal year
ended April 28, 2018 (Fiscal 2018) items and year-to-year comparisons between
Fiscal 2019 and Fiscal 2018 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, 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.



Net Sales

Net sales for Fiscal 2020 declined 1.4% to $1,000 million compared to $1,014
million for Fiscal 2019. The decline in sales resulted from a 1.4% reduction in
average selling price per case due primarily to changes in product mix.  Power+
Brands volume declined 3.4% and branded carbonated soft drinks volume increased
6.6%.



Gross Profit

Gross profit for Fiscal 2020 was $370.1 million compared to $384.4 million for
Fiscal 2019.  The change in gross profit is due to a 1.0% increase in cost 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.



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
Consolidated Financial Statements.



Selling, General and Administrative Expenses

Selling, general and administrative expenses were $204.4 million for both Fiscal 2020 and Fiscal 2019 or approximately 20% of net sales for both periods. Selling, general and administrative expenses reflect increased selling and administrative costs offset by reduced shipping and distribution costs.

Interest Expense and Other Expense (Income) - Net



Other income, net is primarily interest income of $3.9 million for Fiscal 2020
and $4.1 million for Fiscal 2019. The change 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.



Income Taxes

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


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LIQUIDITY AND FINANCIAL CONDITION

Liquidity and Capital Resources



At May 2, 2020, we maintained $100 million unsecured revolving credit
facilities, under which no borrowings were outstanding and $3.4 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 Consolidated Financial Statements.



Expenditures for property, plant and equipment amounted to $23.9 million for
Fiscal 2020 primarily to expand production capacity.  We continually evaluate
capital projects to expand our production capacity, enhance packaging
capabilities or improve efficiencies at our production facilities.  We intend to
continue production capacity and efficiency improvement projects in fiscal year
2021 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.



Pursuant to a management agreement, we incurred a fee to Corporate Management
Advisors, Inc. (CMA) of $10.0 million for Fiscal 2020 and $10.2 million for
Fiscal 2019. At May 2, 2020, management fees payable to CMA were $2.6 million.
See Note 6 of Notes to Consolidated Financial Statements.



Cash Flows



During Fiscal 2020, $177.7 million was provided by operating activities, $23.9
million was used in investing activities and $5.5 million was used in financing
activities.  Cash provided by operating activities increased $38.3 million
primarily due to decreased working capital requirements and increased
depreciation and amortization offset in part by lower net income.  Cash used in
investing activities decreased due to reduced capital expenditures.  Cash used
in financing activities includes the $6.2 million 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.



Financial Position



During Fiscal 2020, our working capital increased to $319.0 million from $224.4
million at April 27, 2019. The increase in working capital resulted from
increased cash and equivalents generated by operations and reduced inventories
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).  Trade receivables increased slightly
and days sales outstanding was 29.5 days compared to 32.2 days for 2019.
Inventories decreased $7.2 million or 10.2% as a result of reductions in
finished goods and raw materials. Annual inventory turns increased to 9.4 from
8.8 times.  As of May 2, 2020 and April 27, 2019, the current ratio was 3.3 to
1.



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CONTRACTUAL OBLIGATIONS


Contractual obligations at May 2, 2020 are payable as follows:





                                                                 (In thousands)
                                                 1 Year                                              More Than
                                    Total        Or less       2 to 3 Years       3 to 5 Years        5 Years
Operating leases                  $  52,394     $  14,206     $       22,251     $       11,836     $     4,101
Purchase commitments                 22,598        17,505              5,093                  -               -
Total                             $  74,992     $  31,711     $       27,344     $       11,836     $     4,101

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 and $3.4 million for Fiscal 2018. 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 million have been issued in connection with our self-insurance
programs. These standby letters of credit expire through June 2021 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



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
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
its reporting unit, is greater than its fair value.



Income Taxes



The 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 an 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.

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