8-K

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 8, 2022

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 8, 2022, National Beverage Corp. issued a press release announcing financial results for the periods ended July 30, 2022. 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 8, 2022 announcing the Company’s financial results for the periods ended July 30, 2022.

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 9, 2022

EXHIBIT INDEX

99.1         Press release dated September 8, 2022 announcing the Company’s financial results for the periods ended July 30, 2022.

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

ex_421747.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

‘GRASS TURNING GREENER’ ****

STATES NATIONAL BEVERAGE CORP.

FIRST QUARTER REVENUES UP

CITES LONG-TERM PERFORMANCE CHART

FORT LAUDERDALE, FL, September 8, 2022 . . . National Beverage Corp. (NASDAQ: FIZZ) today announced results for the first quarter of its 2023 fiscal year.

First Quarter Ended July 30, 2022:

●	Net sales increased to $318.1 million
●	Net income was $35.5 million
---	---
●	Earnings per share was $.38
---	---
●	Cash grew to $56 million after $30 million of debt repayment
---	---

“A company’s principal fiduciary purpose is to not only protect shareholder investment; its ultimate goal is to create long-term enterprise value. Presently, that goal is being compromised by factors never before witnessed.

As the leader of the premium domestic sparkling water category, LaCroix was impacted by the volume declines of the category and the apparent trading-down by consumers. Our Power+ brands previously recorded revenue and volume growth for 23 years, and we certainly plan for the return of normalized marketplace conditions that promote pre-pandemic brand growth,” stated a company spokesperson.

-more-

---

National Beverage Corp.

Page 2

“In a recent letter to our shareholders, we included the following:

‘Our Company has an undeniable connection with its long-term shareholders. Those shareholders who have rewarded us with their loyalty have been justly rewarded with 750% appreciation since becoming a public company, compared to 196% in the S&P 500 over that same period. We also have shared our free cash flow with our shareholders by paying $1.2 billion in cash dividends over the last 17 years.’

We are committed to strengthening our focus to create long-term brand equity by upholding marketplace price discipline while remaining focused on managing margins and cash flows. We continue to believe that this philosophy, together with our innovative strengths, have positioned National Beverage for long-term success and the ability to create appreciable shareholder value,” concluded the spokesperson.

“Patriotism” **** – If Only We Could Bottle It!

-more-

---

National Beverage Corp.

Page 3

National Beverage Corp.
Consolidated Results for the
Three and Twelve Month Periods Ended July 30, 2022
(in thousands, except per share amounts)
	3 Months<br><br> <br>Ended		12 Months<br><br> <br>Ended
---	---	---	---	---
	July 30, 2022
Net Sales	$	318,117	$	1,144,418
Net Income	$	35,454	$	140,150
Earnings Per Common Share	****	****	****	****
Basic	$	.38	$	1.50
Diluted	$	.38	$	1.50
Average Common Shares Outstanding	****	****	****	****
Basic	****	93,338	****	93,331
Diluted	****	93,599	****	93,605
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 result 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.
---