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 8, 2011

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 8, 2011, National Beverage Corp. issued a press release announcing financial results for the three and six months ended October 29, 2011.  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 8, 2011 announcing the Company’s financial results for the three and six months ended October 29, 2011.

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)
Date:  December 8, 2011	By:	/s/ Dean A. McCoy
		Dean A. McCoy Senior Vice President and Chief Accounting Officer

EXHIBIT INDEX

99.1 Press release dated December 8, 2011 announcing the Company’s financial results for the three and six months ended October 29, 2011.

EX-99.1

Exhibit 99.1

National Beverage Corp. Reports 'Mid-Year' Results

FORT LAUDERDALE, FL, December 8, 2011 . . . National Beverage Corp. (NASDAQ:FIZZ) today released financial results for the six-months ending October 29, 2011 –

● Revenues for the six months increased to $327.1 million

● Net income increased to $24.6 million

● Earnings per share increased to $.53

For the Trailing Twelve Months –

Sales	EBITDA*	Free Cash Flow*
$611.1 million	$76.7 million	$65.6 million

“We are Jubilant this spiritual season for all that we cherish – Our Hope for America, Our Wish for Peace in the World and our ‘Thanks’ for the Courage to ‘Stand’ for – Doing the Right Thing!”stated Nick A. Caporella, Chairman and Chief Executive Officer.

“Our charge since inception was – value – and in each ounce that we produce and every package that our ounces are delivered in, value is magnified!” continued Caporella.

“We are very pleased to report these results and further state that our culture and style demand this performance.  Our FY 2012 mantra . . . FOCUS – FUNCTIONAL – EFFICACY – VALUE . . . is locked in place and will surely provide the ‘thrust’ for a solid year,” Caporella stated.

“Especially at this Spiritual time of year, Team National would very much like to wish everyone Good Health, Good Tidings and Peace.  Our heartfelt wish is that a gentle, loving, peaceful feeling envelops all humans throughout Planet Earth, most especially, in our America!  Enthusiastically – Yes . . .” concluded Caporella.

National Beverage is highly innovative as a pace-setter in the changing soft-drink industry, featuring refreshment products that are geared toward the lifestyle/health-conscious consumer.  Shasta® – Faygo® – Everfresh® and LaCroix® are aligned with Rip It® energy products to make National Beverage . . . America’s Flavor•Favorite – soft-drink company.

“Patriotism” – If Only We Could Bottle It!

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

National Beverage Corp.
Consolidated Results for the Three and Six Months Ended
October 29, 2011 and October 30, 2010
(in thousands, except per share amounts)
	Three Months Ended				Six Months Ended
	October 29, 2011		October 30, 2010		October 29, 2011		October 30, 2010
Net Sales	$	157,974	$	151,127	$	327,054	$	316,157
Net Income	$	11,123	$	10,207	$	24,558	$	22,260
Net Income Per Share
Basic	$	.24	$	.22	$	.53	$	.48
Diluted	$	.24	$	.22	$	.53	$	.48
Average Common Shares
Outstanding
Basic		46,272		46,161		46,257		46,159
Diluted		46,448		46,367		46,426		46,360

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 include fluctuations in costs, changes in consumer preferences and other items and risk factors 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.

Non-GAAP Financial Measures

The Company reports its financial results in accordance with accounting principles generally accepted in the United States ("GAAP").  Management believes, however, that certain non-GAAP financial measures may provide users of this financial information with additional insights into the operating performance of the business and to also serve as a widely accepted measure for comparing operating performance with other companies with different capital structures.

* Reconciliation of Net Income (GAAP) to EBITDA (Non-GAAP) and Free Cash Flow (Non-GAAP)

	Trailing 12 Months Ended
	October 29, 2011
Net Income (GAAP)	$	43,052
Depreciation and Amortization		10,784
Interest (Income) Expense - Net		20
Provision for Income Taxes		22,815
EBITDA (Non-GAAP)	$	76,671
EBITDA (above)	$	76,671
Additions to Property, Plant & Equip.		(11,036	)
Free Cash Flow (Non-GAAP)	$	65,635

Contact:

National Beverage Corp.

Grace Keene, 877-NBC-FIZZ

Office of the Chairman