NATIONAL BEVERAGE CORP
10-Q, 1997-09-16
BOTTLED & CANNED SOFT DRINKS & CARBONATED WATERS
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<PAGE>   1

                                    Form 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                         -------------------------------

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                  For the quarterly period ended August 2, 1997

                                       or

[ ]  TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                         Commission file number 1-14170

                             NATIONAL BEVERAGE CORP.
             (Exact name of registrant as specified in its charter)

           Delaware                                          59-2605822
           --------                                          ----------
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

     One North University Drive, Ft. Lauderdale, FL             33324
     ----------------------------------------------            --------
         (Address of principal executive offices)             (Zip Code)

                                 (954) 581-0922
                                 --------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter  period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.   Yes (X)    No ( )

The number of shares of Registrant's common stock outstanding as of September 2,
1997 was 18,465,628.



<PAGE>   2

                             NATIONAL BEVERAGE CORP.
                          QUARTERLY REPORT ON FORM 10-Q
                  FOR THE QUARTERLY PERIOD ENDED AUGUST 2, 1997

                                      INDEX

                         PART I - FINANCIAL INFORMATION

                                                                           Page
                                                                           ----

Item 1. Financial Statements
Condensed Consolidated Balance Sheets
as of August 2, 1997 and May 3, 1997 .....................................  3

Condensed Consolidated Statements of Income 
for the three months ended August 2, 1997 
and July 27, 1996 ........................................................  4

Condensed Consolidated Statement of Shareholders' Equity
for the three months ended August 2, 1997 ................................  5

Condensed Consolidated Statements of Cash Flows 
for the three months ended
August 2, 1997 and July 27, 1996 .........................................  6

Notes to Condensed Consolidated Financial Statements .....................  7

Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ............................ 11

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings ................................................ 15

Item 6. Exhibits and Reports on Form 8-K ................................. 15





                                        2
<PAGE>   3

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF AUGUST 2, 1997 AND MAY 3, 1997
(In thousands, except share amounts)

<TABLE>
<CAPTION>
                                                                                           (Unaudited)
                                                                                    August 2,         May 3,
                                                                                      1997             1997
                                                                                    ---------       ---------
<S>                                                                                 <C>             <C>      
ASSETS
CURRENT ASSETS:
Cash and equivalents                                                                $  30,037       $  37,257
Trade receivables (net of allowance of $742 at August 2, 1997
  and $608 at May 3, 1997)                                                             40,800          27,344
Inventories                                                                            21,869          23,590
Deferred income taxes                                                                   1,759           1,759
Prepaid expenses and other current assets                                               4,761           6,214
                                                                                    ---------       ---------
Total current assets                                                                   99,226          96,164
PROPERTY - NET                                                                         55,716          55,436
INTANGIBLE ASSETS - NET                                                                15,378          15,503
OTHER ASSETS                                                                            3,990           3,794
                                                                                    ---------       ---------

TOTAL                                                                               $ 174,310       $ 170,897
                                                                                    =========       =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable                                                                    $  25,201       $  28,544
Accrued liabilities                                                                    21,173          17,880
Income taxes payable                                                                    3,485           1,391
Current portion of long-term debt                                                         519             725
                                                                                    ---------       ---------
Total current liabilities                                                              50,378          48,540
LONG-TERM DEBT                                                                         50,286          55,026
DEFERRED INCOME TAXES                                                                   7,282           7,245
ACCRUED INSURANCE - NONCURRENT                                                          3,659           3,383
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock, 7% cumulative, $1 par value, aggregate liquidation
  preference of $15,000 (1,000,000 shares authorized;  150,000 shares
  issued;  no shares outstanding)                                                         150             150
Common stock, $.01 par value (Authorized:  50,000,000 shares;  Issued:
    21,996,352 shares in August 1997 and 21,990,492 shares in May 1997;
    Outstanding:  18,465,628 shares in August 1997 and  18,459,768 shares
    in  May 1997)                                                                         220             220
Additional paid-in capital                                                             14,975          14,943
Retained earnings                                                                      60,841          54,871
Treasury stock - at cost:
    Preferred stock (150,000 shares)                                                   (5,100)         (5,100)
    Common stock (3,530,724 shares)                                                    (8,381)         (8,381)
                                                                                    ---------       ---------
Total shareholders' equity                                                             62,705          56,703
                                                                                    ---------       ---------

TOTAL                                                                               $ 174,310       $ 170,897
                                                                                    =========       =========


</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements.

                                        3

<PAGE>   4

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE  THREE MONTHS ENDED AUGUST 2, 1997 AND JULY 27, 1996
(In thousands, except per share amounts)

<TABLE>
<CAPTION>

                                                                (Unaudited)
                                                           Three Months Ended
                                                          1997            1996
                                                       ---------       ---------
<S>                                                    <C>             <C>      
Net sales                                              $ 116,202       $ 110,204

Cost of sales                                             77,914          77,911
                                                       ---------       ---------

Gross profit                                              38,288          32,293

Selling, general and administrative expenses              28,017          23,196

Interest expense                                           1,118           1,448

Other income - net                                          (383)           (367)
                                                       ---------       ---------

Income before income taxes                                 9,536           8,016

Provision for income taxes                                 3,566           2,966
                                                       ---------       ---------

Net income                                             $   5,970       $   5,050
                                                       =========       =========



Earnings  per common share                             $    0.31       $    0.27
                                                       =========       =========

Average shares outstanding                                19,339          18,860

</TABLE>


See accompanying Notes to Condensed Consolidated Financial Statements.



                                        4
<PAGE>   5
NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED AUGUST 2, 1997
(In thousands, except share amounts)                              

                                                  (Unaudited)
                                            Shares           Amount
                                         -----------      -----------
PREFERRED STOCK
Beginning and end of period                  150,000      $       150
                                         ===========      ===========

COMMON STOCK
Beginning of period                       21,990,492      $       220
Stock options exercised                        5,860                0
                                         -----------      -----------
End of period                             21,996,352      $       220
                                         ===========      ===========

ADDITIONAL PAID-IN CAPITAL
Beginning of period                                       $    14,943
Stock options exercised                                            32
                                                          -----------
End of period                                             $    14,975
                                                          ===========

RETAINED EARNINGS
Beginning of period                                       $    54,871
Net income                                                      5,970
                                                          -----------
End of period                                             $    60,841
                                                          ===========

TREASURY STOCK-PREFERRED
Beginning and end of period                  150,000      $    (5,100)
                                         ===========      ===========

TREASURY STOCK-COMMON
Beginning and end of period                3,530,724      $    (8,381)
                                         ===========      ===========

TOTAL SHAREHOLDERS' EQUITY                                $    62,705
                                                          ===========

See accompanying Notes to Condensed Consolidated Financial Statements.



                                        5


<PAGE>   6
NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED AUGUST 2, 1997 AND JULY 27, 1996
(In thousands)

<TABLE>
<CAPTION>
                                                                                              (Unaudited)
                                                                                           1997          1996
                                                                                        --------       --------
<S>                                                                                     <C>            <C>     
OPERATING ACTIVITIES:
Net income                                                                              $  5,970       $  5,050
Adjustments to reconcile net income to net cash used in operating activities:
   Depreciation and amortization                                                           2,242          1,858
   Deferred income tax provision                                                              37          1,109
   Loss on sale of property                                                                   11              0
   Changes in:
      Trade receivables                                                                  (13,456)        (2,467)
      Inventories                                                                          1,721         (1,648)
      Prepaid expenses and other current assets                                             (639)        (1,165)
      Accounts payable                                                                    (3,343)        (9,297)
      Other liabilities                                                                    7,075          4,050
                                                                                        --------       --------
Net cash used in operating activities                                                       (382)        (2,510)
                                                                                        --------       --------

INVESTING ACTIVITIES:
Property additions                                                                        (1,950)        (1,466)
Other, net                                                                                    48              8
                                                                                        --------       --------
Net cash used in investing activities                                                     (1,902)        (1,458)
                                                                                        --------       --------

FINANCING ACTIVITIES:
Debt borrowings                                                                            8,300          6,300
Debt repayments                                                                          (13,246)        (7,746)
Repurchase of common stock                                                                     0         (1,205)
Proceeds from stock options exercised                                                         10             16
                                                                                        --------       --------
Net cash used in financing activities                                                     (4,936)        (2,635)
                                                                                        --------       --------

NET DECREASE IN CASH AND EQUIVALENTS                                                      (7,220)        (6,603)

CASH AND EQUIVALENTS-BEGINNING OF YEAR                                                    37,257         35,231
                                                                                        --------       --------

CASH AND EQUIVALENTS-END OF PERIOD                                                      $ 30,037       $ 28,628
                                                                                        ========       ========

OTHER CASH FLOW INFORMATION:
Interest paid                                                                           $  2,082       $  1,444
Income taxes paid                                                                             59             58

</TABLE>

See accompanying Notes to Condensed Consolidated Financial Statements.



                                        6



<PAGE>   7

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 2, 1997
(UNAUDITED)

- -------------------------------------------------------------------------------

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of
National Beverage Corp. and its subsidiaries ("NBC" or the "Company") have been
prepared in accordance with generally accepted accounting principles for interim
financial information. The financial statements do not include all information
and notes required by generally accepted accounting principles for complete
financial statements. Except for the matters disclosed, however, there has been
no material change in the information disclosed in the notes to consolidated
financial statements for the fiscal year ended May 3, 1997. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Results for the interim
periods presented are not necessarily indicative of results which might be
expected for the entire fiscal year. Certain prior year amounts have been
reclassified to conform to the current year presentation.

2. INVENTORIES

Inventories, which are stated at the lower of first-in, first-out cost or
market, are comprised of the following:

                                                         (In thousands)
                                               August 2, 1997     May 3, 1997
                                               --------------     -----------
Finished goods                                     $10,244          $12,189
Raw materials and packaging supplies                11,625           11,401
                                                   -------          -------
Total                                              $21,869          $23,590
                                                   =======          =======










                                       7

<PAGE>   8


3. PROPERTY

Property consists of the following:

                                                (In thousands)
                                       August 2, 1997     May 3, 1997
                                       --------------     -----------
Land                                     $   8,897         $   8,897
Buildings and improvements                  31,207            31,213
Machinery and equipment                     73,832            71,972
                                         ---------         ---------
Total                                      113,936           112,082
Less accumulated depreciation              (58,220)          (56,646)
                                         ---------         ---------
Property-net                             $  55,716         $  55,436
                                         =========         =========

Depreciation expense was $1,611,000 and $1,515,000 for the three month periods
ended August 2, 1997 and July 27, 1996, respectively.

4. DEBT

Debt consists of the following:

                                                       (In thousands)
                                              August 2, 1997      May 3, 1997
                                              --------------      -----------
Senior Notes (see below)                         $ 33,333           $ 33,333
Credit Facilities (see below)                           0             13,000
Term Loan Facility (see below)                     16,600              8,300
Other (including capital leases)                      872              1,118
                                                 --------           --------
Total                                              50,805             55,751
Less current portion                                 (519)              (725)
                                                 --------           --------
Long-term portion                                $ 50,286           $ 55,026
                                                 ========           ========

A subsidiary of NBC has outstanding 9.95% unsecured senior notes in the original
principal amount of $50 million (the "Senior Notes") payable in annual principal
installments of $8.3 million through November 1, 2000. Additionally, the
subsidiary has $35 million unsecured revolving credit facilities (the "Credit
Facilities") and a $16.6 million unsecured term loan facility ("Term Loan
Facility") with banks. The Credit Facilities expire August 31, 1998, and bear
interest at 1/2% below the banks' reference rate or 1% above LIBOR, at the
subsidiary's election. The Term Loan Facility is repayable in installments from
February 1998 through November 1998, and bears interest at the bank's reference
rate or 1 1/4% above LIBOR, at the


                                       8
<PAGE>   9

subsidiary's  election.  The Company  intends to utilize its existing  long-term
Credit Facilities to fund the next principal payment due on its Senior Notes.


Certain of the Company's debt agreements contain restrictions which require the
subsidiary to maintain certain financial ratios and minimum net worth, and limit
the subsidiary with respect to incurring certain additional indebtedness, paying
cash dividends and making certain loans, advances or other investments. At
August 2, 1997, net assets of the subsidiary totaling approximately $46 million
were restricted from distribution. The Company was in compliance with all loan
covenants and restrictions. Such restrictions are not expected to have a
material adverse impact on the operations of the Company.

5.  COMMITMENTS AND CONTINGENCIES

Albert H. Kahn v. Nick A. Caporella, et al., Civil Action No. 11890 was filed in
December 1990 by a shareholder of Burnup & Sims Inc. ("BSI"), now MasTec, Inc.,
in the Court of Chancery of the State of Delaware in and for New Castle County
against NBC, the members of the Board of Directors of BSI and against BSI. In
May 1993, plaintiff amended its class action and shareholder derivative
complaint (the "Amended Complaint"). The class action claims allege, among other
things, that the Board of Directors of BSI, and NBC, as its largest shareholder,
breached their respective fiduciary duties in approving (i) the dividend by BSI
of its shares of NBC common stock (the "Distribution") and (ii) the exchange of
certain shares of BSI's common stock held by NBC for certain indebtedness of NBC
held by BSI (the "Exchange"; the Distribution and the Exchange are hereafter
referred to as the "1991 Transaction"), in allegedly placing the interests of
NBC ahead of the interests of other shareholders of BSI. The derivative action
claims allege, among other things, that the Board of Directors of BSI breached
their fiduciary duties by approving executive officer compensation arrangements,
by financing NBC's operations on a current basis, and by permitting the
interests of BSI to be subordinated to those of NBC. In the lawsuit, plaintiff
seeks to rescind the 1991 Transaction and to recover unspecified damages. The
defendants, including the Company, have moved to dismiss the actions for failure
to make a demand and state a claim upon which relief can be granted. The motion
is still pending.

In November 1993, plaintiff filed a class action and derivative complaint, Civil
Action No. 13248 (the "1993 Complaint") against the Company, BSI, the members of
the Board of Directors of BSI, and certain other defendants (referred to as
"Other Defendants"). In December 1993, plaintiff amended the 1993 Complaint (the
"1993 Amended Complaint"). The 1993 Amended Complaint alleges, among other
things, that the Board of Directors of BSI, and NBC, as BSI's largest
shareholder, breached their respective fiduciary duties by approving an
agreement dated October 15, 1993, as amended, between BSI and the Other
Defendants (the "Acquisition Agreement") and the exchange of 3,153,847 shares of
BSI common stock owned by the Company for certain indebtedness owed to BSI by
the Company (the "Redemption") which, according to the allegations of the 1993
Complaint, benefits the President and Chief Executive Officer of NBC at the
expense of BSI's shareholders. On November 29, 1993, plaintiff filed a motion
for an order preliminary and permanently enjoining the transactions under the
Acquisition Agreement and the Redemption. On March 7, 1994, the court heard oral
arguments with respect to plaintiff's motion to enjoin the transactions and, on
March 10, 1994, the court 



                                       9
<PAGE>   10

denied plaintiff's  request for injunctive relief finding that plaintiff had not
established a likelihood  of success on the merits and that,  in any event,  the
equities did not favor the imposition of injunctive relief.

The Company believes that the allegations in the complaint, the Amended
Complaint, the 1993 Complaint and the 1993 Amended Complaint are without merit,
and intends to vigorously defend these actions.

The Company is a defendant in various other lawsuits arising in the ordinary
course of business.

In the opinion of management, the ultimate disposition of the foregoing lawsuits
will not have a material adverse effect on the Company's consolidated financial
position or result of operations.

In the ordinary course of its business, the Company enters into commitments for
the supply of certain raw materials, none of which are material to the Company's
financial position.

6. CAPITAL STOCK

In June 1996, the Company repurchased 100,000 shares of its common stock on the
open market. Such shares have been classified as held in Treasury.

On October 25, 1996, the Company paid a 100% stock dividend to its shareholders
of record on September 9, 1996 effected as a 2 for 1 stock split. Average shares
outstanding, stock option data, and per share data presented in these financial
statements have been adjusted for the effects of the stock dividend.

During the three months ended August 2, 1997, there were 5,860 option shares
exercised at an exercise price ranging from $.63 to $5.00 per share. At August
2, 1997, options to purchase 1,113,560 shares at a weighted average exercise
price of $2.29 (ranging from $.13 to $5.00 per share) were outstanding and
stock-based awards to purchase 500,540 shares of common stock were available for
grant.


                                       10
<PAGE>   11


                         PART I - FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

National Beverage Corp. and its subsidiaries ("NBC" or the "Company") develop,
manufacture, market and distribute a full line of beverage products: Shasta (r),
Faygo (r) and Big Shot (r) , multi-favored and cola soft drinks; Everfresh (r),
a full line of 100% juice and juice-enriched products; LaCROIX (r) , a Sante(r),
Spree (r) and nuAnce (r) , flavored carbonated and spring water products and
specialty items, St. Nick's (tm) and Creepy Coolers (tm). Substantially all of
NBC's brands are produced in its fourteen manufacturing facilities which are
strategically located throughout the continental United States. NBC also
develops and produces soft drinks for retail grocery chains, warehouse clubs,
mass merchandisers and wholesalers ("allied brands") as well as soft drinks for
other beverage companies.

The Company emphasizes the growth of its branded products by offering a beverage
portfolio of proprietary, unique flavors; by supporting the franchise value of
regional brands; by developing and acquiring innovative products tailored toward
healthy lifestyles; and by appealing to the "quality-price" sensitivity factor
of the family consumer.

The Company's strategies include increasing its brand awareness through greater
retailer sponsorship by entering into long-term alliances with national and
regional retailers to supply both Company branded and allied branded soft drinks
("Strategic Alliances"). The Company believes that the strength of its regional
brands and the location of its manufacturing facilities position it as one of
the leading single-source suppliers of high-quality, high-value soft drinks,
such as Shasta and Faygo, as well as allied branded soft drinks, in multiple
flavors and packaging throughout the continental United States.

The Company intends to continue its "regional share dynamics" strategy by
acquiring brands and expanding its product line in response to changes in
lifestyles and demographics. During the 1996 and 1997 fiscal years, the Company
successfully added Everfresh and LaCROIX products to its portfolio of regional
brands. These acquisitions also expanded the Company's product line to juice and
additional water products. The Company plans to grow its revenues and brands by
acquiring other regional beverage businesses that meet its strategic and
financial objectives.

Industry soft drink sales are seasonal with the highest volume typically
realized during the summer months. Additionally, the Company's operating results
are subject to numerous factors, including fluctuations in the costs of raw
materials, changes in consumer preference for beverage products and competitive
pricing in the marketplace.



                                       11
<PAGE>   12

RESULTS OF OPERATIONS

Three Months Ended August 2, 1997 (first quarter of fiscal 1998) compared to
Three Months Ended July 27, 1996 (first quarter of fiscal 1997)
- --------------------------------------------------------------------------------

Net sales for the quarter ended August 2, 1997 increased approximately $6.0
million, or 5.4% over the first quarter of the prior year. Revenues were
positively impacted by Strategic Alliance programs and by the expansion of
certain allied-branded services. Despite the industry trend toward lower
pricing, the net unit selling price of the Company's brands increased from the
prior year. As part of the Strategic Alliance program, sales of products are
supported by greater in-store and other product-related advertising, which had
the effect of increasing net selling prices and selling expenses. These
increases were partially offset by a decline in volume of certain lower-margin
products.

Gross profit increased to approximately 32.9% of net sales for the first quarter
of fiscal 1998 from 29.3% of net sales for the first quarter of fiscal 1997.
This increase is due to a net decrease in the cost of raw materials, the higher
selling prices noted above and favorable changes in product mix. The Company
believes that inflationary trends do not have a significant impact on operating
results since fluctuations in raw material costs are typically influenced more
by commodity market conditions than inflation. Although there can be no
assurances as to future predictability, the Company does not expect any
significant increases in raw material costs for the remainder of fiscal 1998.

Selling, general and administrative expenses increased approximately $4.8
million to 24.1% of net sales for the first quarter of fiscal 1998 from 21.0% of
net sales for the first quarter of fiscal 1997. This increase is primarily due
to higher marketing and advertising costs relative to the Company's contractual
commitments with its Strategic Alliance partners, and the expanded in-store and
other promotional programs noted above. Also contributing to the increase were
higher shipping costs, related principally to an increase in volume of the
Company's brands, and costs associated with additional marketing and sales
personnel. Marketing expenditures for the first quarter of fiscal 1998 included
higher spending for certain regional media campaigns, including Faygo's 90th
anniversary promotion.

Interest expense declined during the first quarter compared to the prior year
due to a reduction in debt outstanding and a lower weighted average interest
rate. See Note 4 of Notes to Condensed Consolidated Financial Statements.

The effective rate for income taxes, based upon estimated annual income tax
rates, approximated 37% of income before taxes for both the first quarter of
fiscal 1998 and fiscal 1997. The difference between the effective rate and the
federal statutory rate of 35% includes amortization of non-deductible goodwill
and other intangibles, state income taxes and other non-deductible expenses.

Net income increased 18.2% to $6.0 million or $.31 per share for the quarter
ended August 2, 1997 from $5.1 million or $.27 per share for the quarter ended
July 27, 1996.


                                       12
<PAGE>   13

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Management views earnings before interest expense, taxes, depreciation and
amortization ("EBITDA") as a key indicator of the Company's operating
performance and enterprise value, although not as a substitute for cash flow
from operations or operating income. During the three months ended August 2,
1997, the Company generated EBITDA of $12.9 million, which represents a 14.2%
increase from EBITDA of $11.3 million for the same period last year. EBITDA for
the twelve month period ending August 2, 1997 was $31.3 million, representing a
12.2% increase over EBITDA of $27.9 million for the prior twelve month period.

For the three months ended August 2, 1997, cash used in operating activities of
$.4 million was comprised of net income of $6.0 million plus non-cash charges of
$2.3 million less cash used for seasonal working capital requirements of $8.7
million. Cash of $1.9 million was used in investing activities, principally for
capital expenditures and cash of $4.9 million was used for net debt repayments.
At August 2, 1997, the Company's ratio of current assets to current liabilities
was 2.0 to 1 and the Company had approximately $34 million available under its
credit agreements.

The Company believes that its cash and equivalents, together with funds
generated from operations and borrowing capabilities, will be sufficient to meet
its operating cash requirements in the foreseeable future. The Company is
evaluating various capital projects to expand capacity at certain manufacturing
facilities, but at the present time, has no material commitments for capital
expenditures requiring cash outlays.

At August 2, 1997, the Company had outstanding long-term debt of $50.3 million.
Certain debt agreements contain restrictions which require a subsidiary to
maintain certain financial ratios and minimum net worth, and limit the
subsidiary with respect to incurring certain additional indebtedness, paying
cash dividends and making certain loans, advances or other investments. At
August 2, 1997, net assets of the subsidiary of approximately $46 million were
restricted from distribution. Cash balances of the Registrant, when combined
with funds available from its subsidiary, provide sufficient liquidity to allow
the Registrant to meet its current and expected cash obligations. The Company
was in compliance with all loan covenants and restrictions at August 2, 1997 and
such restrictions are not expected to have a material adverse impact on the
operations of the Company. See Note 4 of Notes to Condensed Consolidated
Financial Statements.

FORWARD LOOKING STATEMENTS

Certain statements in this Quarterly Report of Form 10-Q (this "Form 10-Q"),
including statements under "Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations," constitute "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 the 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 




                                       13
<PAGE>   14

factors include, but are not limited to, the following: general economic and
business conditions; competition; success of the Company's Strategic Alliance
objective; fluctuations in the costs of raw materials; continued retailer
support of the Company's brands; changes in consumer preferences; changes in
business strategy or development plans; government regulations; regional weather
conditions; and other factors referenced in this Form 10-Q. The Company will not
undertake and specifically declines any obligation to publicly release the
result of any revisions which may be made to any forward-looking statements to
reflect events or circumstances after the date of such statements or to reflect
the occurrence of anticipated or unanticipated events.



                                       14
<PAGE>   15

                           PART II - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

See Note 5 of Notes to Condensed Consolidated Financial Statements.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits:

                        Exhibit
                        Number       Description
                        -------      ---------------
                         27          Financial Data Schedule (For SEC Use Only)


(b)    Reports on Form 8-K: None





                                       15
<PAGE>   16

                                    SIGNATURE


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.

DATE:  September 16, 1997

                                            NATIONAL BEVERAGE CORP.
                                            (Registrant)

                                            By: /s/ Dean A. McCoy
                                                -----------------------
                                                Dean A. McCoy
                                                Vice President - Controller
                                                (On behalf of the Registrant and
                                                as Principal Accounting Officer)





                                       16

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS OF THE FILER FOR THE PERIOD ENDED AUGUST 2, 1997
INCLUDED IN ITS QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED AUGUST 2,
1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          MAY-02-1998
<PERIOD-END>                               AUG-02-1997
<CASH>                                          30,037
<SECURITIES>                                         0
<RECEIVABLES>                                   41,542
<ALLOWANCES>                                       742
<INVENTORY>                                     21,869
<CURRENT-ASSETS>                                99,226
<PP&E>                                         113,936
<DEPRECIATION>                                  58,220
<TOTAL-ASSETS>                                 174,310
<CURRENT-LIABILITIES>                           50,378
<BONDS>                                         50,286
                                0
                                        150
<COMMON>                                           220
<OTHER-SE>                                      62,335
<TOTAL-LIABILITY-AND-EQUITY>                   174,310
<SALES>                                        116,202
<TOTAL-REVENUES>                               116,202
<CGS>                                           77,914
<TOTAL-COSTS>                                   77,914
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,118
<INCOME-PRETAX>                                  9,536
<INCOME-TAX>                                     3,566
<INCOME-CONTINUING>                              5,970
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     5,970
<EPS-PRIMARY>                                      .31
<EPS-DILUTED>                                        0
        

</TABLE>


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