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 5, 2024

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 5, 2024, National Beverage Corp. (the “Company”) issued a press release announcing financial results for the periods ended July 27, 2024. 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 5, 2024 announcing the Company’s financial results for the periods ended July 27, 2024.

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 6, 2024

EXHIBIT INDEX

99.1	Press release dated September 5, 2024 announcing the Company’s financial results for the periods ended July 27, 2024.

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 OUTSTANDING FIRST QUARTER

THE SUMMER OF ‘FIZZ’

FORT LAUDERDALE, FL, September 5, 2024, . . . National Beverage Corp. (NASDAQ: FIZZ) today announced results for its first quarter ended July 27, 2024. Compared to the prior year:

●

Net sales increased to a record $329 million.

●

Operating profit increased 10% to $70 million.

●

Net income increased 14% to a record $57 million.

●

After a $304 million dividend payment, cash exceeded $77 million; and

●

Earnings per share increased from $.53 to $.61.

“Some may call this summer of 2024 – the summer of gold, the summer of champions and maybe even the summer of challenges. We at National Beverage call it the summer of ‘FIZZ’. The rising tide of our Company lifts more than taste and innovation, it also begins a new chapter that lifts the spirit and magnifies the focus within our Company. It took many years of hard work, dedication, perseverance and some failures to stand at this unique spot today,” stated a company spokesperson.

“The beginning of our new fiscal year brought about a period of boundless discovery, generating such innovative and inspiring creations as our latest and exciting flavor – Strawberry Peach – which blends the sweet, vibrant taste of strawberries with the luscious, juicy flavor of peaches. Launched less than 30 days ago to strong consumer response, Strawberry Peach will soon be available nationwide.”

-more-

National Beverage Corp.

Page 2

“It is critical to understand the importance of our consumers’ attraction to our beverages. They are first drawn to the design of the package – graphics that stimulate curiosity, imagination, trust, acceptance and loyalty . . . for life! No package design, flavor profile or flavor name is finalized and released to the marketplace without enormous thought, passion, research and yes . . . love. Our consumers deserve and expect the very best from us and, not only are we living up to their expectations, in most cases we are exceeding them. Our aim . . . is their joy!”

“The July special cash dividend payment of $3.25 per share is further testimony to our summer of outstanding performance and innovative products that generate strong operating cash flows. We remain dedicated to delivering great-tasting beverages with emotional and sensory appeal to our consumers while providing exceptional value to our shareholders,” the spokesperson concluded.

“Patriotism” – If Only We Could Bottle It!

-more-

National Beverage Corp.

Page 3

National Beverage Corp.
Consolidated Results for the Periods Ended
July 27, 2024 and July 29, 2023

(in thousands, except per share amounts)

Three Months Ended

Trailing Twelve Months

July 27, 2024

July 29, 2023

July 27, 2024

July 29, 2023

Net Sales

329,473

324,240

1,196,927

1,179,055

Net Income

56,780

49,631

183,881

156,341

Earnings Per Common Share

Basic

.61

.53

1.97

1.67

Diluted

.61

.53

1.96

1.67

Average Common Shares Outstanding

Basic

93,569

93,354

93,483

93,351

Diluted

93,667

93,610

93,644

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. 05, 2024
Document Information [Line Items]
Entity, Registrant Name	National Beverage Corp.
Document, Type	8-K
Document, Period End Date	Sep. 05, 2024
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