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): March 6, 2025
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.) |
| 8050 SW Tenth Street, Suite 4000<br><br> <br>Fort Lauderdale, Florida | 33324 |
| --- | --- |
| (Address of Principal Executive Offices) | (Zip Code) |
(954) 581-0922
(Registrant’s Telephone Number, Including Area Code)
8100 SW Tenth Street, Suite 4000
Fort Lauderdale, Florida
(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 March 6, 2025, National Beverage Corp. (the “Company”) issued a press release announcing financial results for the periods ended January 25, 2025. 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 March 6, 2025 announcing the Company’s financial results for the periods ended January 25, 2025. |
|---|---|
| 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 March 7, 2025
EXHIBIT INDEX
| 99.1 | Press release dated March 6, 2025 announcing the Company’s financial results for the periods ended January 25, 2025. |
|---|---|
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
| --- | --- |
ex_786787.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.
INNOVATION FUELS OPTIMISM . . .
REPORTS IMPROVED OPERATING PROFIT
FORT LAUDERDALE, FL, March 6, 2025. . . National Beverage Corp. (NASDAQ: FIZZ) today announced results for its third quarter ended January 25, 2025.
For the Three Months:
| ● | Net sales were $267 million. |
|---|---|
| ● | Operating profit increased 5% to $51 million. |
| --- | --- |
| ● | Earnings per share were $.42. |
| --- | --- |
| ● | Cash was $149 million. |
| --- | --- |
For the Trailing Twelve Months ended January 25, 2025:
| ● | Net sales increased to $1.2 billion. |
|---|---|
| ● | Operating profit increased 8% to $231 million. |
| --- | --- |
| ● | Net income was $186 million, an increase of 10%. |
| --- | --- |
| ● | Earnings per share increased $.18 to $1.99. |
| --- | --- |
“Historically, our performance in the third quarter has been challenging given the unknown predictability of winter weather patterns. This year we also witnessed disastrous Southern California fires and their aftermath that also adversely impacted volumes in our largest and better-performing markets. In addition to those fires, the severe winter weather in the Midwest and Northeast affected consumers’ ability to purchase and consume our products,” stated a spokesperson.
-more-
National Beverage Corp.
Page 2
“Our marketing strategy and execution continues to reinforce brand awareness in many ways. Our delightful and theme-oriented in-store displays, consumer ‘experiential’ engagements with selected retail partners coast-to-coast, and social media posts provide wonderful testimony to the ‘Wonderfulness of La Croix!’ We are proud to be in our first full year of sponsoring both local and national women’s soccer teams, youth sports and other sports-related franchises. Additionally, the media’s increasing focus on improving the health of America supports our quest to hydrate and invigorate consumers with delicious and innocent refreshment.” ****
“Recently LaCroix announced that a new creativity was ‘in the works’ that could improve the sparkling water category, similar to what aluminum cans replacing glass containers did years ago for sparkling water beverages (and we did it). As this paragraph is being written, that novel method is being tested at Natural Products Expo West in Anaheim, California. Innovation is often accomplished in steps of trial and error. Thus far, this new concept is exceeding expectations. Thumbs up for a game changer,” the spokesperson smiled.
“Patriotism” **** – If Only We Could Bottle It!
-more-
National Beverage Corp.
Page 3
| National Beverage Corp. | ||||||||
|---|---|---|---|---|---|---|---|---|
| Consolidated Results for the Periods Ended | ||||||||
| January 25, 2025 and January 27, 2024 | ||||||||
| (in thousands, except per share amounts) | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Three Months Ended | Trailing Twelve Months Ended | |||||||
| Jan. 25, 2025 | Jan. 27, 2024 | Jan. 25, 2025 | Jan. 27, 2024 | |||||
| Net Sales | $ | 267,050 | $ | 270,065 | $ | 1,185,040 | $ | 1,181,078 |
| Net Income | $ | 39,643 | $ | 39,592 | $ | 185,781 | $ | 169,314 |
| Earnings Per Common Share | **** | **** | **** | **** | **** | **** | **** | **** |
| Basic | $ | .42 | $ | .42 | $ | 1.99 | $ | 1.81 |
| Diluted | $ | .42 | $ | .42 | $ | 1.98 | $ | 1.81 |
| Average Common Shares Outstanding | **** | **** | **** | **** | **** | **** | ||
| Basic | **** | 93,617 | **** | 93,454 | **** | 93,590 | **** | 93,380 |
| Diluted | **** | 93,691 | **** | 93,640 | **** | 93,680 | **** | 93,618 |
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.