SEC Filing | National Beverage Corp.

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fizz20151211_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): December 10, 2015

	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))

Item 2.02 Results of Operations and Financial Condition

On December 10, 2015, National Beverage Corp. issued a press release announcing financial results for the periods ended October 31, 2015. This release is furnished herewith as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits

Press release dated December 10, 2015 announcing the Company’s financial results for the periods ended October 31, 2015.

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/ Gregory P. Cook
		Gregory P. Cook
		Vice President - Controller and Chief Accounting Officer

Date: December 11, 2015

EXHIBIT INDEX

99.1

Press release dated December 10, 2015 announcing the Company’s financial results for the periods ended October 31, 2015.

ex99-1.htm

Exhibit 99.1

NASDAQ: FIZZ

For Immediate Release

Contact: Office of the Chairman, Grace Keene

JOYOUS SHAREHOLDERS

SHARE IN

NATIONAL BEVERAGE’S STRONG

PERFORMANCE

FORT LAUDERDALE, FL, December 10, 2015 . . . National Beverage Corp. (NASDAQ: FIZZ) today reported the finest six months’ performance in the Company’s history.

“Wonderful, refreshing, great-tasting LaCroix, recognized as ‘INNOCENT’, continues its growth momentum providing exceptional results. Our first two quarters ended October 31, 2015 were the best individually and collectively in our Company’s history,” stated Nick A. Caporella, Chairman and Chief Executive Officer.

(in millions except EPS):

For the First and Second Quarters –

Sales

Net Income

EBITDA*

EPS

Cash

1^st Qtr.

$185.4

$17.1

$29.1

$.37

$66.3

2^nd Qtr.

178.7

15.3

26.4

.33

75.8

(in millions except EPS):

Totals Six Months –

Sales

Net Income

EBITDA*

EPS

6 Mos.

$364.1

$32.4

$55.5

$.70

-more-

National Beverage Corp.

Page 2

“Responding to a recent inquiry relative to FIZZ activity, I was asked my thoughts about factors contributing to the increase in common stock volume and value.

My response: “Our recent Annual Report and Proxy fully explain the ‘transformation’ process we have undertaken and our performance is a direct reflection of this. Further, our society, including the investment community, is presently a magnet for good news! Good press and positive outcomes are trumpets and angels for public companies. The investment community rewards positive performance that brightens the future’s promise. Additionally, those rewards are heightened when precise fundamentals and reassuring probabilities are present.”

“We wiggled and innovated through a long line to the front. Call it what you want – good fortune, hard work, time, smarts, whatever . . . we absolutely are at the right place at the right time and it is a Joyous experience!” I concluded my remarks.

“Fueling Momentum in every way possible; that’s what we do! The launch of Shasta Sparkling Water, an authentic carbonated soft-drink alternative (SDA) is being presented before year end and a very successful new LaCroix theme is presently being launched as of this writing,” stated Caporella.

“Energy, Capital and Innovation are dynamically aligned as health-conscious consumers hasten their choice to healthy. We have been in a constant expansion mode and the ultimate strategic plan for use of excess working capital is under consideration by our Board of Directors at this time.”

“We are in happy mode and sincerely count our blessings relative to the positive reflection in shareholder value. Team National’s pride is the beam that precisely targets our focus. We wish all humans could rejoice and experience the heartfelt goodness of joy this Holiday Season. Wishing all a very Merry Christmas and a LaLa LaCroix New Year!” concluded Caporella.

P.S. INNOCENT is Healthy . . . and Healthy is – SMART!

National Beverage’s iconic brands are the genuine essence . . . of America.

“Patriotism” – If Only We Could Bottle It!

Fun, Flavor and Vitality . . . the National Beverage Way

-more-

National Beverage Corp.

Page 3

National Beverage Corp.

Consolidated Results for the Periods Ended

October 31, 2015 and November 1, 2014

(In thousands, except per share amounts)

Six Months Ended

Oct. 31, 2015

Nov. 1, 2014

As of December 9, 2015

Ratio of Market Cap

Revenues

Net Sales

364,064

338,212

Weighted by Market Cap

Net Income

32,425

28,321

Beverage Group ⁽¹⁾

Earnings per

High

11.8

Common Share

Low

0.4

Basic

.70

.61

Average

4.0

Diluted

.69

.60

FIZZ

3.2

Average Common

Shares Outstanding

Basic

46,407

46,339

Diluted

46,619

46,536

(1) Ratios are as reported by Yahoo Finance. Beverage group consists of Coca Cola Company, PepsiCo, Dr. Pepper Snapple Group, Cott Corporation, Monster Beverage Corporation and Coca Cola Bottling Co. Consolidated.

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors are described in the Company's Securities and Exchange Commission filings. The Company disclaims an obligation to update any such factors or to publicly announce the results of any revisions to any forward-looking statements contained herein to reflect future events or developments.

*Although the Company reports its financial results in accordance with accounting principles generally accepted in the United States ("GAAP"), management believes that the disclosure of EBITDA, a non-GAAP financial measure, may provide users of this financial information with additional insights into the operating performance of the business. EBITDA (in millions) for the three-month periods ended Aug. 1, 2015 and Oct. 31, 2015, and six-month period ended Oct. 31, 2015 of $29.1, $26.4 and $55.5, respectively, is calculated by adding the following expenses back to Net Income for each of the periods: Depreciation and Amortization of $3.0, $3.0 and $6.1; Net Interest Expense of $.04, $.05 and $.09; and Provision for Income Taxes of $8.9, $8.0 and $16.9.