Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 7, 2023

National Beverage Corp.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-14170	59-2605822
(Commission File Number)	(IRS Employer Identification No.)

8100 SW Tenth Street, Suite 4000
Fort Lauderdale, Florida	33324
(Address of Principal Executive Offices)	(Zip Code)

(954) 581-0922

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

On September 7, 2023, National Beverage Corp. (the “Company”) issued a press release announcing financial results for the periods ended July 29, 2023. The information in Item 2.02 of this report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits

(d) Exhibit 99.1	Press release dated September 7, 2023 announcing the Company’s financial results for the periods ended July 29, 2023.

Exhibit 104	Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

National Beverage Corp.

(Registrant)

By:	/s/ George R. Bracken

George R. Bracken

Executive Vice President – Finance

(Principal Financial Officer)

Date: September 8, 2023

EXHIBIT INDEX

99.1	Press release dated September 7, 2023 announcing the Company’s financial results for the periods ended July 29, 2023.

104	Cover Page Interactive Data File (formatted as Inline XBRL)

Exhibit 99.1

NASDAQ: FIZZ

For Immediate Release

Contact: Office of the Chairman, Grace Keene

NATIONAL BEVERAGE CORP.

REPORTS ROBUST EARNINGS ON

RECORD REVENUES

FORT LAUDERDALE, FL, September 7, 2023 . . . National Beverage Corp. (NASDAQ: FIZZ) today announced results for its first quarter ended July 29, 2023. Compared to the prior year:

●

Net sales increased to $324 million, a record;

●

Operating profit increased 36% to $63 million;

●

Earnings per share increased 39% to $.53; and

●

Cash generated by operations increased $30 million to $70 million.

“Reflecting on our historical financial performance, the first quarter has always been our most significant, serving as a reliable preview of the coming fiscal year. Historically, there has been a significant correlation of improved earnings for the quarter with achievement of targeted financial performance for the year. Accordingly, we take pleasure in reporting our ninth consecutive quarter of record sales and a strong start to our 2024 fiscal year,” stated a company spokesperson. “Despite a slight volume decrease, margins continued to improve as a result of price increases and easing of raw material price pressures. Gross profit per case increased and represents our seventh consecutive quarterly increase in margins per case.

Our brands resonate with consumers. LaCroix’s steadfast commitment to bring joy and good health with delicious flavors and distinctive packaging has resulted in long-term category leadership. Across our brand portfolio, we are focused on unique innovation, broader brand distribution and marketing and social media programs designed to increase household consumption, velocity, brand awareness and market share.

National Beverage Corp.

Page 2

Innovation is boundless at National Beverage. Our loyal shareholders will soon receive an investor package containing an 8-pack of our top-selling LaCroix LimonCello, a consumer favorite, for their enjoyment. And . . . we are excited to reveal our newest flavors - Mojito and Sunshine! We will be launching these two new additions to the LaCroix sparkling water family in the coming months.

As we stated in our annual shareholder letter, we begin the new fiscal year with resolute enthusiasm and are optimistic that our entrepreneurial philosophy, brand equity and proven innovation will continue to deliver superior returns to our loyal FIZZ shareholders,” concluded the spokesperson.

“Patriotism” – If Only We Could Bottle It!

-more-

National Beverage Corp.

Page 3

National Beverage Corp.
Consolidated Results for the Periods Ended
July 29, 2023 and July 30, 2022
(in thousands, except per share amounts)

Three Months Ended

Trailing Twelve

Months Ended

July 29, 2023

July 30, 2022

July 29, 2023

Net Sales

324,240

318,117

1,179,055

Net Income

49,631

35,454

156,341

Earnings Per Common Share

Basic

.53

.38

1.67

Diluted

.53

.38

1.67

Average Common Shares Outstanding

Basic

93,354

93,338

93,351

Diluted

93,610

93,599

93,610

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks, uncertainties and other factors described in the Company's Securities and Exchange Commission filings which may cause actual results or achievements to differ from the results or achievements expressed or implied by such statements. The Company disclaims an obligation to update or announce revisions to any forward-looking statements.

Document And Entity Information	Sep. 07, 2023
Document Information [Line Items]
Entity, Registrant Name	National Beverage Corp.
Document, Type	8-K
Document, Period End Date	Sep. 07, 2023
Entity, Incorporation, State or Country Code	DE
Entity, File Number	1-14170
Entity, Tax Identification Number	59-2605822
Entity, Address, Address Line One	8100 SW Tenth Street, Suite 4000
Entity, Address, City or Town	Fort Lauderdale
Entity, Address, State or Province	FL
Entity, Address, Postal Zip Code	33324
City Area Code	954
Local Phone Number	581-0922
Title of 12(b) Security	Common Stock
Trading Symbol	FIZZ
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000069891