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, 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 September 10, 2015, National Beverage Corp. issued a press release announcing financial results for the periods ended August 1, 2015. 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, 2015 announcing the Company’s financial results for the periods ended August 1, 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: September 11, 2015          

EXHIBIT INDEX

99.1 Press release dated September 10, 2015 announcing the Company’s financial results for the periods ended August 1, 2015.

EX-99.1

Exhibit 99.1

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

NATIONAL BEVERAGE REPORTS

QUARTER 1 . . . WON

FORT LAUDERDALE, FL, September 10, 2015 . . . National Beverage Corp. (NASDAQ: FIZZ) today reported the finest first quarter in the Company’s history.

(in millions except EPS):

For the First Quarter Ended August 1, 2015 –

Sales	Net Income	EBITDA*	EPS	Cash
$185.4	$17.1	$29.1	$.37	$66.3

“There are many reasons that this first quarter dynamically performed as such! Should I be required to point out the main reason, I would single out the Multiple Generator chart on the inside back cover of the Company’s 2015 Proxy Statement. If one picture could say it all, this chart does it! And that’s a Yes,” stated Nick A. Caporella, Chairman and Chief Executive Officer.

(in millions except EPS):

For the Trailing Twelve Months Ended August 1, 2015 –

Sales	Net Income	EBITDA*	EPS
$656.6	$51.1	$89.3	$1.10

more-

 

National Beverage Corp.

Page 2

“As this earnings release is disclosed, our gallery-themed Annual Report is in distribution and, in conjunction with our current Proxy Statement, is giving our shareholders both a treat and more precise look into our future. The early response is – ‘Great Job Team National.’ ”

“Several recent articles also go into detail relative to our future performance and potential shareholder value. Additionally, a paradigm across the globe: the China meltdown; the shifting of commodities due to that meltdown; the evolution of the ‘sweetener’ revolution; rising health costs and the super-informed consumer all translate into Goodness for National Beverage,” continued Caporella.

“Finally, investment cash is seeking a fundamentally safe haven brought on by global uncertainties and volatile commodity values. This all translates into the ‘perfect time’ with the most significant potential for our Break-Out Year. Certainly, one would agree – our first quarter sends a clear signal of what is ahead,” smiled 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 1, 2015 and August 2, 2014

	Trailing 12 Months Ended			Three Months Ended
	August 1, 2015 vs. August 2, 2014			August 1, 2015		August 2, 2014
				(in thousands, except per share amounts)
FIZZ -
	Up 35% to $23.77	Net Sales		$	185,386	$	174,637
Cash -		Net Income		$	17,113	$	15,363
	Up 78% to $66.3 million
		Earnings Per
Operating Income -			Common Share
	Up 15% to $77.9 million		Basic	$	.37	$	.33
			Diluted	$	.37	$	.33
Net Income -
	Up 9% to $51.1 million	Average Common Shares
			Outstanding
EBITDA* -			Basic		46,397		46,336
	Up 11% to $89.3 million		Diluted		46,591		46,529

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 month period ended August 1, 2015 and twelve month periods ended August 1, 2015 and August 2, 2014 of $29,069, $89,258 and $80,339, respectively, is calculated by adding the following expenses back to Net Income for each of the periods: Depreciation and Amortization of $3,020, $11,552 and $11,808; Net Interest Expense of $42, $263 and $572; and Provision for Income Taxes of $8,894, $26,382 and $21,031.