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):            March 7, 2019

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 March 7, 2019, National Beverage Corp. issued a press release announcing financial results for the periods ended January 26, 2019. This release is furnished herewith as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits

(c) Exhibit 99.1              Press release dated March 7, 2019 announcing the Company’s financial results for the periods ended January 26, 2019.

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 8, 2019

EXHIBIT INDEX

99.1 Press release dated March 7, 2019 announcing the Company’s financial results for the periods ended January 26, 2019.

EX-99.1

Exhibit 99.1

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

“WE JUST LOVE OUR LACROIX”

CONSUMERS CHANT

FORT LAUDERDALE, FL, March 7, 2019 . . . National Beverage Corp. (NASDAQ: FIZZ) today announced results for its third quarter, nine months and trailing twelve months ended January 26, 2019.

In thousands, except EPS:

	Net Sales		Net Income		EPS
Periods Ended January 26, 2019
Three Months*	$	220,891	$	24,809	$	.53
Nine Months		774,190		114,717	$	2.46
Trailing Twelve Months		1,018,496		151,159	$	3.24
Periods Ended January 27, 2018
Three Months**	$	227,477	$	41,080	$	.88
Nine Months		731,428		113,332	$	2.43
Trailing Twelve Months		943,494		142,493	$	3.06

* The effective tax rate was 23%

** The effective tax rate was 10.9%

“We are truly sorry for these results stated above. Negligence nor mismanagement nor woeful acts of God were not the reasons – much of this was the result of injustice! Managing a brand is not so different from caring for someone who becomes handicapped. Brands do not see or hear, so they are at the mercy of their owners or care providers who must preserve the dignity and special character that the brand exemplifies. It is important that LaCroix’s true character is not devalued intentionally − in any way. National Beverage Corp. is and will remain the preeminent innovator that adds zest and authenticity to the ‘sparkling water’ phenomenon in North America,” stated Nick A. Caporella, Chairman and Chief Executive Officer.

 -more-

 

National Beverage Corp. 

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“Additionally, gross margins were impacted by volume declines. Comparisons were further skewed by the adoption of the new tax act in the third quarter of the prior year, which included credits and rate reduction adjustments aggregating $11.3 million. Nothing herein mentioned has detracted from the ultimate value and future of our dynamic company.

There is no greater passion than the kind that creates the wonderful refreshment and contentment described as unique! No doubt, the sound and personality of the word LaCroix, coupled with the awesome experience of its essence and taste . . . is unique. One can be induced to purchase by cheapening price or giving away a product, but falling in love with a feeling of joy is the result of contentment. Just ask any LaCroix consumer . . . Would you trade away that LaLa feeling? ‘No way, they shout – We just love our LaCroix!’ I am positive they respond this way each and every time,” Caporella concluded.

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

“Patriotism” – If Only We Could Bottle It!

     -more-

 

 National Beverage Corp. 

Page 3   

National Beverage Corp.

Consolidated Results for the Periods Ended

January 26, 2019 and January 27, 2018

	(in thousands, except per share amounts)
	Three Months Ended				Twelve Months Ended
	Jan. 26, 2019		Jan. 27, 2018		Jan. 26, 2019		Jan. 27, 2018
Net Sales	$	220,891	$	227,477	$	1,018,496	$	943,494
Net Income	$	24,809	$	41,080	$	151,159	$	142,493
Earnings Per Common Share
Basic	$	.53	$	.88	$	3.24	$	3.06
Diluted	$	.53	$	.88	$	3.22	$	3.04
Avg. Common Shares Outstanding
Basic		46,638		46,603		46,624		46,589
Diluted		46,934		46,923		46,925		46,888

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.