SEC Filing | National Beverage Corp.

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fizz20220629_8k.htm

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 29, 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 June 29, 2022, National Beverage Corp. issued a press release announcing financial results for its fiscal year ended April 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 June 29, 2022 announcing the Company’s financial results for the fiscal year ended April 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: June 30, 2022

EXHIBIT INDEX

99.1 Press release dated June 29, 2022 announcing the Company’s financial results for the fiscal year ended April 30, 2022

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

ex_391523.htm

Exhibit 99.1

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https://cdn.kscope.io/19b119bda6812aff820cb543ec96c23e-news01.jpg

NASDAQ: FIZZ

For Immediate Release

Contact: Office of the Chairman, Grace Keene

NATIONAL BEVERAGE CORP.

BOASTS DIVIDENDS AND RESULTS FOR

FISCAL YEAR 2022

FORT LAUDERDALE, FL, June 29, 2022 . . . National Beverage Corp. (NASDAQ: FIZZ) today announced results for its Fiscal Year ended April 30, 2022:

●

Net sales grew 6.1% to $1.14 billion, the highest net sales in the company’s history,

●

Gross profit was $417.8 million,

●

Operating income was $207.9 million,

●

Earnings per share was $1.70, the second highest EPS ever reported; and

●

Cash dividends totaling $6.00 per share were paid during fiscal years 2022 and 2021.

“Our operating results for the year continue to reflect the unexpected and lasting effects of Covid 19. We feel confident that our purpose and diligence have allowed us to react to the untimeliness of these conditions, as evidenced by the slight increase in gross profit per case throughout this unprecedented volatility. We have also heightened our focus on our brands and consumers and were rewarded by brand LaCroix achieving volume gains despite excessive discounting by various competitors. We are fortunate to have retail partners that continuously give their support and brands that respond positively. Throughout this period, we have expanded our social media platform and continue to broaden its importance,” stated a Company spokesperson.

-more-

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National Beverage Corp.

Page 2

“Additionally, we continue to innovate with flavors and packaging. Following the successful launch of Beach Plum, Black Razzberry and Guava São Paulo in fiscal 2021, we introduced the unique flavor of LaCroix Cherry Blossom late in the fourth quarter of fiscal 2022. This launch featured social and outdoor media, spot radio, consumer sampling and attractive retail in-store displays. Cherry Blossom also dazzled onlookers at the iconic National Cherry Blossom Festival in Washington DC and was declared 2022 winner of the flavored water category by PEOPLE magazine. Praised for its fruity ‘lightly floral’ notes, one staffer declared ‘It’s like spring in a can’.”

https://cdn.kscope.io/19b119bda6812aff820cb543ec96c23e-lacroix01.jpg

“We remain focused on balancing margin management with sound growth and believe our proven brand portfolio positions us well for the new fiscal year. Our proven agility will allow us to adapt to future economic conditions in this time of unprecedented uncertainty and Opportunity, and continue to offer our shareholders a superior return on creativity,” concluded the spokesperson.

“Patriotism” – If Only We Could Bottle It!

-more-

National Beverage Corp.

Page 3

National Beverage Corp.

Consolidated Results for the Fiscal Years Ended

April 30, 2022, May 1, 2021 and May 2, 2020

(in thousands, except per share amounts)

Fiscal Year Ended

April 30, 2022

May 1, 2021

May 2, 2020*

Net Sales

1,138,013

1,072,210

1,000,394

Net Income

158,512

174,146

129,972

Earnings Per Common Share

Basic

1.70

1.87

1.39

Diluted

1.69

1.86

1.39

Avg. Common Shares Outstanding

Basic

93,323

93,280

93,256

Diluted

93,599

93,620

93,656

* Fiscal year 2020 consisted of 53 weeks; both Fiscal year 2022 and 2021 consisted of 52 weeks.

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.