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):      December 6, 2018

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)

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 6, 2018, National Beverage Corp. issued a press release announcing financial results for the periods ended October 27, 2018. This release is furnished herewith as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits

(c) Exhibit 99.1 Press release dated December 6, 2018 announcing the Company’s financial results for the periods ended October 27, 2018.

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 10, 2018

EXHIBIT INDEX

99.1 Press release dated December 6, 2018 announcing the Company’s financial results for the periods ended October 27, 2018.

EX-99.1

Exhibit 99.1

	NASDAQ: FIZZ For Immediate Release Contact: Office of the Chairman, Grace Keene

NATIONAL BEVERAGE CORP.

 REPORTS

EXCELLENT SECOND QUARTER

FORT LAUDERDALE, FL, December 6, 2018 . . . National Beverage Corp. (NASDAQ: FIZZ) today announced record results for its second quarter ended October 27, 2018.

For the Three Months ended October 27, 2018:

● Revenues were $261 million − the 16^th consecutive quarter of increased growth;

● Gross Profit increased 30 basis points to $103 million;

● Operating Profit grew to $52 million; and

● Net Income of $41 million and EPS of $.88 increased 21%.

“The strength of our brand and the support of our consumers allowed LaCroix to successfully weather storms directed against it and the industry in general. The outrageous and unfounded lawsuit filed October 1st severely affected shareholder value,” stated Nick A. Caporella, Chairman and Chief Executive Officer. “LaCroix as the clear leader that reflects the industry – has suffered declines but continues its stalwart charge leading the resurgence. Today, our daily order log reflects that normalcy is returning to our Company and the sparkling water category. From the end of October through December 4th, the marker that doesn’t exaggerate is the log of orders, and yesterday we once again saw orders reach daily levels of August.

-more-

National Beverage Corp. 

Page 2

In summary, highly-respected experts have refuted the false and ludicrous claims that have been made, and we continue to contest the meritless complaint that has diminished shareholder value. Our marketing team is coordinating exciting new campaigns with experts in the health and wellness field, and our BrandEd team is expanding its acclaimed protocols to support new themes in additional cities. Lastly, we genuinely appreciate the mighty spirit of the LaCroix consumer that ‘doubled up’ to unite behind their brand! Innovation, passion and tenacity drive Team National to lead America in Embracing Innocence!” Caporella concluded.

Our Way is Tastefully . . .

Sparkling !!

Innovation should be new – but ours has the ‘essence’ to refresh and captivate with FIZZ + Fun

“Patriotism” – If Only We Could Bottle It!

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National Beverage Corp. 

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National Beverage Corp.

Consolidated Results for the Periods Ended

October 27, 2018 and October 28, 2017

	(in thousands, except per share amounts)
	Six Months Ended				Twelve Months Ended
	Oct. 27, 2018		Oct. 28, 2017		Oct. 27, 2018		Oct. 28, 2017
Net Sales	$	553,299	$	503,951	$	1,025,082	$	910,581
Net Income	$	89,908	$	72,252	$	167,430	$	125,698
Earnings Per Common Share
Basic	$	1.93	$	1.55	$	3.59	$	2.70
Diluted	$	1.92	$	1.54	$	3.57	$	2.68
Avg. Common Shares Outstanding
Basic		46,623		46,589		46,615		46,580
Diluted		46,923		46,921		46,922		46,848

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.