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): September 10, 2014

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 September 10, 2014, National Beverage Corp. issued a press release announcing financial results for the three month period ended August 2, 2014. This release is furnished herewith as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits

(c) Exhibit 99.1 Press release dated September 10, 2014 announcing the Company’s financial results for the three month period ended August 2, 2014.

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: September 11, 2014               

/s/ Gregory P. Cook

Gregory P. Cook

Vice President - Controller and Chief Accounting Officer

EXHIBIT INDEX

99.1 Press release dated September 10, 2014 announcing the Company’s financial results for the three month period ended August 2, 2014.

EX-99

Exhibit 99.1

 

FIRST QUARTER RESULTS

     OUR HISTORIC BEST . . .

REPORTS NATIONAL BEVERAGE CORP.

(ON TRACK . . . YES!)

FORT LAUDERDALE, FL, September 10, 2014 . . . National Beverage Corp. (NASDAQ:FIZZ) today reported results for the three months ended August 2, 2014.

“Our current elation is a result of many exciting rewards due to the outstanding efforts of Team National. Our historical best ever first quarter, our great annual report and our proxy that will certainly tell the reader that FIZZ is ‘X-ploding,’ reflect our intense focus . . . but the ultimate achievement is that – Team National is standing tall again!” stated Nick A. Caporella, Chairman and Chief Executive Officer.

For the first quarter ended August 2, 2014 –

(in thousands, except EPS)

●	Revenues	$174,637
●	Net Income	$15,363
●	EPS	$.33
●	EBITDA*	$26,445

“On September 5, 2013, we requested that our shareholders use the financial performance for the trailing twelve month period, ended first quarter August 2, 2014; reserving their judgment until that period concluded and not being influenced by just one quarter of FY2014. Well, you did just that – and we are so grateful for that faith and trust. Below are those results,” continued Caporella.

For the Trailing Twelve Months ended August 2, 2014 –
(in millions, except EPS)
	Sales	Net Income	EBITDA*	EPS
	$ 643.4	$ 46.9	$ 80.3	$1.00

-more-

National Beverage Corp.

page 2

“Years ago, while preparing an earnings release, a CEO of great stature offered his profoundness: ‘Too much detail (explanations) is not for investors; lenders are taught to ‘hear’ detail, so it’s okay for your banker’ . . . well, I have made it a practice to do neither – ever! Notwithstanding this statement, it is very tempting at times of great performance to ‘explain’ how great it really was! Today . . . we not only strive to reward our shareholders – but provide great healthcare for our Team National! The last part of the previous sentence is far tougher and costlier – than at any other time in my career. That’s a Yes!

Currently, the soft drink consumer is being actively entertained; rightfully so! Our total focus is to lead the way to more healthy, more ‘Innocent,’ more refreshing and optically, more entertaining contentment for our consumers! We are nearing another milestone in the evolution of our concept of brand theming; launching a true innovation by LaCroix.

The Chairman’s message in our newly released annual report explains more, but hopefully this new launch will again validate the ‘essence of something great!’ Quoting from the recent annual report – All Greatness . . . Starts With The Need For It!” concluded a truly sincere Caporella.

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 August 2, 2014

(in thousands, except per share amounts)

		Three Months Ended		Trailing Twelve Months Ended
		August 2, 2014		August 2, 2014
Net Sales		$	174,637	$	643,419
Operating Profit		$	22,204	$	67,976
Net Income		$	15,363	$	46,928
Earnings Per Common Share
	Basic	$	.33	$	1.00
	Diluted	$	.33	$	.99
Average Common Shares Outstanding
	Basic		46,336		46,333
	Diluted		46,529		46,522

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.

*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 thousands) for the three and twelve month periods ended August 2, 2014 of $26,445 and $80,339, respectively, is calculated by adding the following expenses back to Net Income for each of the periods: Depreciation and Amortization of $3,048 and $11,808; Net Interest Expense of $120 and $572; and Provision for Income Taxes of $7,914 and $21,031.