8-K
NATIONAL BEVERAGE CORP (FIZZ)
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): June 26, 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 June 26, 2024, National Beverage Corp. (the “Company”) issued a press release announcing financial results for the periods ended April 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 June 26, 2024 announcing the Company’s financial results for the periods ended April 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: June 27, 2024
EXHIBIT INDEX
| 99.1 | Press release dated June 26, 2024 announcing the Company’s financial results for the periods ended April 27, 2024. |
|---|---|
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
| --- | --- |
ex_693179.htm
Exhibit 99.1
 <br><br> <br>NASDAQ: FIZZ<br><br> <br>For Immediate Release<br><br> <br>Contact: Office of the Chairman, Grace Keene |
|---|
NATIONAL BEVERAGE CORP.
REPORTS RECORD FOURTH QUARTER
AND FISCAL YEAR-END RESULTS . . .
CORPORATE ENDORPHINS AT WORK
FORT LAUDERDALE, FL, June 26, 2024 . . . National Beverage Corp. (NASDAQ: FIZZ) today announced results for its fourth quarter and fiscal year ended April 27, 2024. Our recent disclosures and this earnings report confirm that a new and more stimulating period has begun. Compared to the prior year – ****
Fourth Quarter
| ● | Net sales increased $11 million to $297 million; |
|---|---|
| ● | Gross margins grew 100 bps to 36.7% of sales; and |
| --- | --- |
| ● | Net income increased 20% to $44 million, or $.47 per share. |
| --- | --- |
Fiscal Year
| ● | Net sales increased $19 million to $1.2 billion; |
|---|---|
| ● | Operating profits grew 240 bps to $218 million; |
| --- | --- |
| ● | Net income increased 24% to $177 million, or $1.89 per share; and |
| --- | --- |
| ● | Cash increased $169 million to $327 million. |
| --- | --- |
“We are pleased to wrap up our fiscal year with a ‘best ever’ fourth quarter and to continue the momentum generated by the last six quarters of record revenues and year-over-year income growth,” stated a company spokesperson. “Led by LaCroix and Rip It, overall case volume grew 5% while net sales, operating profit and net income all set fourth-quarter records.”
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National Beverage Corp.
Page 2
“Innovative flavors and packaging remain the keys to our brand growth, with consumers and retailers alike enthusiastically embracing Mojito, our latest LaCroix offering, the new and unique Rip It energy fuel flavors and the recently introduced Shasta Zero Sugar favorites.”
“A positive indicator for our new year has always been the backlog of innovative ideas that the end of winter has stored up, setting the mood for the year ahead. Earnings are extremely important to our investors and to our goals, but equally as important as earnings are feelings that are generated within management’s view. Feelings ignite ideas and ideas are at our deepest core within the soul of National Beverage Corp.”
“National Beverage has yet to achieve its ultimate purpose. Our latest creations in packaging with brightness of color, stimulating images and unique tastes of flavors have reached a profound level of creativity.” ****
The spokesperson concluded, “As endorphins stimulate the human body, philosophy and strategy are endorphins for a corporate entity. These endorphins are reflected in what is written on the checks of the recently announced dividend. This statement sums up what has always occurred at National Beverage.
Companies do not end up doing good
for their shareholders . . . they start –
with their commitment to the shareholders – ****
and make good on IT!”
“Patriotism” **** – If Only We Could Bottle It!
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National Beverage Corp.
Page 3
National Beverage Corp.
Consolidated Results for the Periods Ended
April 27, 2024 and April 29, 2023
(in thousands, except per share amounts)
| Three Months Ended | Fiscal Years Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| April 27, 2024 | April 29, 2023 | April 27, 2024 | April 29, 2023 | |||||
| Net Sales | $ | 297,315 | $ | 286,699 | $ | 1,191,694 | $ | 1,172,932 |
| Net Income | $ | 43,721 | $ | 36,303 | $ | 176,732 | $ | 142,164 |
| Earnings Per Common Share | **** | **** | **** | **** | **** | **** | **** | **** |
| Basic | $ | .47 | $ | .39 | $ | 1.89 | $ | 1.52 |
| Diluted | $ | .47 | $ | .39 | $ | 1.89 | $ | 1.52 |
| Average Common Shares Outstanding | **** | **** | **** | **** | **** | **** | ||
| Basic | **** | 93,550 | **** | 93,353 | **** | 93,429 | **** | 93,347 |
| Diluted | **** | 93,666 | **** | 93,618 | **** | 93,630 | **** | 93,608 |
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.