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 14, 2004 -------------------------------------------------------- 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.) One North University Drive 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 14, 2004, National Beverage Corp. issued a press release announcing its financial results for the three and six month periods ended October 30, 2004. 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 14, 2004 announcing the Company's earnings for the three and six month periods ended October 30, 2004. 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 15, 2004 /s/ Dean A. McCoy ----------------------------- Dean A. McCoy Senior Vice President - Chief Accounting Officer EXHIBIT INDEX 99.1 Press release dated December 14, 2004 announcing the Company's earnings for the three and six month periods ended October 30, 2004.
Exhibit 99.1 National Beverage Corp. Reports Mid-Year Results FORT LAUDERDALE, Fla.--(BUSINESS WIRE)--Dec. 14, 2004--National Beverage Corp. (AMEX:FIZ) today announced results for its second quarter and six-month period ended October 30, 2004. For the six months, sales were $271.4 million with earnings of $13.0 million, or $.35 per share. For the comparable period in the prior year, sales were $275.0 million and earnings were $12.5 million, or $.34 per share. For the second quarter ended October 30, 2004, sales totaled $124.9 million with earnings of $4.1 million or $.11 per share. "The extreme challenges over the past year with war - economic uncertainties, hurricanes and the general state of consumer anxiety has produced a softness in the traditional carbonated soft drink industry," stated Nick A. Caporella, Chairman and Chief Executive Officer. "Our Company, while affected, has more agility at its disposal due to the hybrid makeup of its operations. We are not totally dependent on cola, dominant packaging or one soft-drink brand and thus... have the distinctive advantage of diversification within our TOTAL BEVERAGE COMPANY to sustain us during this 'soft' period," Caporella continued. "Comments previously made concerning our 'performance' for FY 2005 as the possible best in our Company's history... in many ways still stands, but 'never before circumstances' and historically high oil prices did and will affect financial results," Caporella stated. "Performance of the Company's brands and the Rip It(R) energy-fuel product introduction are very much on track, but did not offset 'allied branded' declines. We will focus on additional pricing initiatives, new higher-margin product launches and more stringent criteria on the 'allied branded' business. 'Opportunistically sound' and armed for the challenges ahead is our 'mission call today'," concluded Caporella. National Beverage is a TOTAL BEVERAGE COMPANY that produces soft drinks, bottled waters, juices and juice products and is highly recognized for a line of refreshing flavors through its popular brands: Shasta(R), Faygo(R), Ritz(R), Everfresh(R), Mr. Pure(R), LaCroix(R) and Rip It(R). Fun & Flavor...the National Beverage Way National Beverage Corp. Consolidated Results for the Three Months and Six Months Ended October 30, 2004 and November 1, 2003 (in thousands, except per share amounts) Three Months Ended Six Months Ended ----------------------- ----------------------- October 30, November 1, October 30, November 1, 2004 2003 2004 2003 ----------- ----------- ----------- ----------- Net Sales $124,858 $129,373 $271,370 $275,038 =========== =========== =========== =========== Net Income $4,120 $4,021 $12,976 $12,471 =========== =========== =========== =========== Net Income Per Share: Basic $.11 $.11 $.35 $.34 =========== =========== =========== =========== Diluted $.11 $.11 $.34 $.33 =========== =========== =========== =========== Average Common Shares Outstanding: Basic 37,574 36,854 37,567 36,844 =========== =========== =========== =========== Diluted 38,240 38,138 38,252 38,138 =========== =========== =========== =========== 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 described in the Company's Securities and Exchange Commission filings and the Company undertakes no obligations to update the forward-looking statements. CONTACT: National Beverage Corp., Fort Lauderdale Grace A. Keene, 954-581-0922