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): December 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 December 5, 2024, National Beverage Corp. (the “Company”) issued a press release announcing financial results for the periods ended October 26, 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 December 5, 2024 announcing the Company’s financial results for the periods ended October 26, 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 December 6, 2024

EXHIBIT INDEX

99.1	Press release dated Press release dated December 5, 2024 announcing the Company’s financial results for the periods ended October 26, 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 CONTINUED EARNINGS GROWTH

FORT LAUDERDALE, FL, December 5, 2024 . . . National Beverage Corp. (NASDAQ: FIZZ) today announced results for its second quarter and six-month periods ended October 26, 2024. Compared to the prior year-

Second Quarter:

●

Net sales were $291 million;

●

Gross margin improved to 38% of net sales;

●

Operating income grew 7% to $58 million; and

●

Earnings per share increased to $.49 from $.47.

Six Months:

●

Net sales were $621 million;

●

Operating income grew $10 million to $127 million; and

●

Net income increased 10% to $102 million, or $1.09 per share.

“We are pleased to report increased earnings and margin improvements in a challenging period,” stated a company spokesperson. “Among the headwinds we faced were changes in consumer shopping habits and reduced purchasing power that affected many consumer products. Second quarter net sales declined 3% due to volume shortfalls in August and September. We are, however, optimistic about future growth prospects due to increased volume for October as well as the recent improvement in consumer confidence.”

-more-

National Beverage Corp.

Page 2

“The record-setting storms that devastated large areas of the Southeastern US during our second quarter resulted in supply-chain disruptions and numerous multi-day store closures by our customers. The effects on our operations, however, pale in comparison to the devastation and loss of loved ones experienced by the residents trying to rebuild their lives.”

”Reflecting Team National’s continued focus on margin management, second quarter operating margins improved for the 8^th consecutive quarter and operating profit per case increased 12%.”

“Innovation continues to be the cornerstone of our strategy to delight consumers. LaCroix’s newest product, Strawberry Peach, which was launched at the beginning of this quarter, blends the sweet, vibrant taste of strawberries with the luscious, juicy flavor of peaches to deliver a fresh, fragrant sweet taste. Strawberry Peach has received an exceptionally positive consumer response, and we anticipate it will be available nationwide by the end of the year. Additional LaCroix creations with stimulating unique flavors featuring packaging with bright, vibrant images are scheduled to be released soon.”

“To promote these and our other consumer-favored beverages, we have expanded our in-store merchandising teams to new cities as well as increasing our staff of in-store sampling ambassadors. Our marketing is focused on increasing brand awareness and includes social media, consumer events, influencers, digital marketing and professional sports teams and podcast sponsorships.”

“With its strong balance sheet and entrepreneurial management focus, National Beverage is well positioned to effectively manage near-term challenges while continuing to deliver long-term performance.”

“We are particularly grateful at this special time of the year for the continued loyalty of our consumers, retail partners, shareholders and all of Team National. We wish special blessings, peace and joy to all!” 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
October 26, 2024 and October 28, 2023

(in thousands, except per share amounts)

Three Months Ended

Trailing Twelve Months Ended

Oct. 26, 2024

Oct. 28, 2023

Oct. 26, 2024

Oct. 28, 2023

Net Sales

291,202

300,074

1,188,055

1,179,496

Net Income

45,637

43,788

185,730

164,083

Earnings Per Common Share

Basic

.49

.47

1.99

1.76

Diluted

.49

.47

1.98

1.75

Average Common Shares Outstanding

Basic

93,613

93,360

93,549

93,355

Diluted

93,686

93,604

93,667

93,611

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