NATIONAL BEVERAGE CORP
10-Q, 2000-03-14
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 January 29, 2000

                                       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 March 8,
2000 was 18,187,258.

===============================================================================


<PAGE>   2


                             NATIONAL BEVERAGE CORP.
                          QUARTERLY REPORT ON FORM 10-Q
                 FOR THE QUARTERLY PERIOD ENDED JANUARY 29, 2000

                                      INDEX

                         PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>

                                                                               Page
                                                                               ----
<S>                                                                             <C>
Item 1. Financial Statements

    Condensed Consolidated Balance Sheets
    as of January 29, 2000 and May 1, 1999 ..................................    3

    Condensed Consolidated Statements of Income for the three months and
    nine months ended January 29, 2000 and January 30, 1999 ..................   4

    Condensed Consolidated Statements of Cash Flows
    for the nine months ended January 29, 2000
    and January 30, 1999 ....................................................    5

    Notes to Condensed Consolidated Financial Statements ....................    6

Item 2. Management's Discussion and Analysis of
        Financial Condition and Results of Operations .......................    9

Item 3.  Quantitative and Qualitative Disclosures About Market Risk .........   13

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings ...................................................   14

Item 6. Exhibits and Reports on Form 8-K ....................................   14
</TABLE>



                                       2
<PAGE>   3


NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JANUARY 29, 2000 AND MAY 1, 1999
(In thousands, except share amounts)
- ----------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                (Unaudited)
                                                                           January 29,     May 1,
                                                                              2000         1999
                                                                         -------------  ------------
<S>                                                                        <C>          <C>
ASSETS
Current assets:
    Cash and equivalents ...............................................   $  33,580    $  37,480
    Trade receivables - net of allowances of $435 (January 29, 2000)
       and $671 (May 1, 1999) ..........................................      29,442       34,595
    Inventories ........................................................      27,001       25,207
    Deferred income taxes ..............................................       2,113        1,985
    Prepaid and other ..................................................       4,648        4,878
                                                                           ---------    ---------
    Total current assets ...............................................      96,784      104,145
Property - net .........................................................      60,045       56,103
Intangible  assets - net ...............................................      15,940       14,475
Other assets ...........................................................       6,384        5,681
                                                                           ---------    ---------
                                                                           $ 179,153    $ 180,404
                                                                           =========    =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current  liabilities:
    Accounts payable ...................................................   $  28,110    $  30,226
    Accrued liabilities ................................................      15,022       14,994
    Income taxes payable ...............................................         116        1,421
                                                                           ---------    ---------
    Total current liabilities ..........................................      43,248       46,641
Long-term debt .........................................................      33,933       40,267
Deferred income taxes ..................................................       8,626        8,344
Other liabilities ......................................................       3,205        3,147
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
       22,089,292 shares (22,062,012 shares at May 1, 1999) ............         221          221
   Additional paid-in capital ..........................................      15,435       15,304
   Retained earnings ...................................................      90,715       81,142
   Treasury stock - at cost:
       Preferred stock - 150,000 shares ................................      (5,100)      (5,100)
       Common stock - 3,862,034 shares (3,673,054 shares at May 1, 1999)     (11,280)      (9,712)
                                                                           ---------    ---------
   Total shareholders' equity ..........................................      90,141       82,005
                                                                           ---------    ---------
                                                                           $ 179,153    $ 180,404
                                                                           =========    =========
</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 AND NINE MONTHS ENDED JANUARY 29, 2000
AND JANUARY 30, 1999
(In thousands, except per share amounts)
- ----------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                     (Unaudited)
                                                     Three Months Ended         Nine Months Ended
                                                    2000          1999          2000         1999
                                                  --------      --------      --------      --------

<S>                                               <C>           <C>           <C>           <C>
Net sales ..................................      $ 83,130      $ 74,393      $318,326      $297,556

Cost of sales ..............................        56,875        51,006       214,151       199,661
                                                  --------      --------      --------      --------

Gross profit ...............................        26,255        23,387       104,175        97,895

Selling, general and administrative expenses        25,788        22,832        87,720        81,375

Interest expense ...........................           636           721         2,136         2,585

Other income - net .........................           354           203           998         1,008
                                                  --------      --------      --------      --------

Income before income taxes .................           185            37        15,317        14,943

Provision for income taxes .................            70            14         5,744         5,589
                                                  --------      --------      --------      --------

Net income .................................      $    115      $     23      $  9,573      $  9,354
                                                  ========      ========      ========      ========

Net income per share -
   Basic ...................................      $    .01      $    .00      $    .52      $    .50
                                                  ========      ========      ========      ========
   Diluted .................................      $    .01      $    .00      $    .50      $    .48
                                                  ========      ========      ========      ========

Average common shares outstanding -
   Basic ...................................        18,278        18,482        18,365        18,488
                                                  ========      ========      ========      ========
   Diluted .................................        18,955        19,287        19,074        19,315
                                                  ========      ========      ========      ========
</TABLE>



See accompanying Notes to Condensed Consolidated Financial Statements.



                                       4
<PAGE>   5


NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED JANUARY 29, 2000 AND JANUARY 30, 1999
(In thousands)
- ------------------------------------------------------------------------------



<TABLE>
<CAPTION>
                                                                (Unaudited)
                                                            2000          1999
                                                         ----------     ----------
<S>                                                      <C>            <C>
OPERATING ACTIVITIES:
Net income ........................................      $  9,573       $  9,354
Adjustments to reconcile net income to net cash
   provided by (used in) operating activities:
       Depreciation and amortization ..............         7,891          6,973
       Deferred income tax provision (benefit) ....           154            (54)
       Loss on sale of property ...................            12             96
       Changes in:
           Trade receivables ......................         8,985         12,415
           Inventories ............................           716         (2,053)
           Prepaid and other assets ...............        (2,201)        (3,205)
           Accounts payable .......................        (6,380)       (16,922)
           Other liabilities, net .................        (4,197)        (7,625)
                                                         --------       --------
Net cash provided by (used in) operating activities        14,553         (1,021)
                                                         --------       --------

INVESTING ACTIVITIES:
Property additions ................................        (5,409)        (4,653)
Acquisition .......................................        (5,200)          --
Other, net ........................................          --               26
                                                         --------       --------
Net cash used in investing activities .............       (10,609)        (4,627)
                                                         --------       --------

FINANCING ACTIVITIES:
Debt borrowings ...................................        19,000          7,000
Debt repayments ...................................       (25,334)        (8,726)
Repurchase of common stock ........................        (1,568)          (750)
Proceeds from stock options exercised .............            58             31
                                                         --------       --------
NET CASH USED IN FINANCING ACTIVITIES .............        (7,844)        (2,445)
                                                         --------       --------

NET DECREASE IN CASH AND EQUIVALENTS ..............        (3,900)        (8,093)

CASH AND EQUIVALENTS - BEGINNING OF YEAR ..........        37,480         40,447
                                                         --------       --------

CASH AND EQUIVALENTS - END OF PERIOD ..............      $ 33,580       $ 32,354
                                                         ========       ========

OTHER CASH FLOW INFORMATION:
Interest paid .....................................      $  2,339       $  2,290
Income taxes paid .................................         6,857          6,864

</TABLE>


See accompanying Notes to Condensed Consolidated Financial Statements.





                                       5
<PAGE>   6


NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 29, 2000
(UNAUDITED)

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

1.  BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of
National Beverage Corp. and its subsidiaries (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 1, 1999. 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 are stated at the lower of first-in, first-out cost or market.
Inventories at January 29, 2000 are comprised of finished goods of $13,600,000
and raw materials of $13,401,000. Inventories at May 1, 1999 are comprised of
finished goods of $11,904,000 and raw materials of $13,303,000.

3.  PROPERTY

Property consists of the following:

                                          (In thousands)
                                    January 29,        May 1,
                                       2000            1999
                                  -------------       -------

Land ........................      $  10,255       $   8,897
Buildings and improvements ..         33,506          32,047
Machinery and equipment .....         86,904          82,972
                                   ---------       ---------
Total .......................        130,665         123,916
Less accumulated depreciation        (70,620)        (67,813)
                                   ---------       ---------
Property - net ..............      $  60,045       $  56,103
                                   =========       =========

Depreciation expense was $1,873,000 and $5,490,000 for the three and nine month
periods ended January 29, 2000, respectively, and $1,514,000 and $4,701,000 for
the three and nine month periods ended January 30, 1999, respectively.




                                       6
<PAGE>   7


4.  DEBT

Debt consists of the following:

<TABLE>
<CAPTION>

                                                                      (In thousands)
                                                            January 29,               May 1,
                                                                2000                   1999
                                                         ------------------       ----------------
<S>                                                                 <C>                   <C>
Senior Notes                                                        $8,333                $16,667
Credit Facilities                                                    5,000                  7,000
Term Loan Facilities                                                20,600                 16,600
                                                         ------------------       ----------------
Total                                                              $33,933                $40,267
                                                         ==================       ================
</TABLE>


A subsidiary of National Beverage Corp. 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, two subsidiaries have three unsecured revolving credit
facilities aggregating $48 million (the "Credit Facilities") and two unsecured
term loan facilities ("Term Loan Facilities") with banks. The Credit Facilities
expire through December 9, 2001 and bear interest at 1/2% below the bank's
reference rate or 1% above LIBOR, at the subsidiary's election. The Term Loan
Facilities are repayable in installments through July 31, 2004, and bear
interest at the bank's reference rate or 1 1/4% above LIBOR, at the
subsidiaries' election. The Company intends to utilize its existing long-term
credit facilities to fund the next principal payment due on its Senior Notes and
Term Loan Facilities.

Certain of the Company's debt agreements contain restrictions which require the
affected subsidiaries to maintain certain financial ratios and minimum net
worth, and limit the subsidiaries with respect to incurring additional
indebtedness, paying cash dividends and making certain loans, advances or other
investments. At January 29, 2000, net assets of the subsidiaries totaling
approximately $62 million were restricted from distribution. The Company was in
compliance with all loan covenants and restrictions and such restrictions are
not expected to have a material adverse impact on the operations of the Company.

5.  COMMITMENTS AND CONTINGENCIES

The Company is a defendant in various lawsuits arising in the ordinary course of
business. In the opinion of management, the ultimate disposition of these
lawsuits will not have a material adverse effect on the Company's consolidated
financial position or results of operations.

In July 1999, counsel for the plaintiff and all the defendants entered into a
Memorandum of Understanding that sets forth proposed settlement terms for the
actions Albert H. Kahn v. Burnup & Sims Inc., et. al, Civil Actions 11890 and
13248 filed in Delaware Chancery Court. On or about December 1, 1999, the
parties filed a Stipulation of Settlement with the Court and a Court hearing to
obtain final approval of the settlement of the actions is scheduled on March 30,
2000. The settlement will not have a material adverse effect on the Company.
Reference is made to the Company's prior public filings for a description of the
claims in these litigations.

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.




                                       7
<PAGE>   8


6.  CAPITAL STOCK

During the nine months ended January 29, 2000, options for 27,280 shares were
exercised at prices ranging from $.63 to $5.00 per share. At January 29, 2000,
options to purchase 1,144,456 shares at a weighted average exercise price of
$3.25 (ranging from $.13 to $13.50 per share) were outstanding and stock-based
awards to purchase 591,704 shares of common stock were available for grant.

During the nine months ended January 29, 2000, the Company purchased 188,980
shares of its common stock. Such shares are classified as treasury stock.

7.  ACQUISITION

In May 1999, the Company acquired the operations and certain assets of Home
Juice, a Chicago-based producer and distributor of premium juice and juice
products. The assets acquired include a manufacturing facility, receivables,
inventory and the Mr. Pure(R) and Home Juice(R) trademarks. The acquisition of
such assets has been accounted for using the purchase method of accounting and,
accordingly, the purchase price has been preliminarily allocated to the assets
acquired based upon their estimated fair values at the date of acquisition.
Operating results of the acquired business have been included in the
consolidated statements of income from the date of acquisition.




                                       8
<PAGE>   9


                         PART I - FINANCIAL INFORMATION

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

National Beverage Corp. (the "Company") is a holding company for various
subsidiaries that develop, manufacture, market and distribute a complete
portfolio of quality beverage products throughout the United States. The
Company's proprietary brands include Shasta(R), Faygo(R), and Big Shot(R),
complete lines of multi-flavored and cola soft drinks. In addition, the Company
offers an assortment of premium "good-for-you" beverages geared toward the
health-conscious consumer, including Everfresh(R), Home Juice(R) and Mr. Pure(R)
100% juice and juice-based products; and LaCROIX(R), Mt. Shasta(TM) and
ClearFruit(R) flavored and spring water products. The Company also produces
Spree(R), an all natural soda, and VooDoo Rain(TM), a line of alternative
beverages targeted to young consumers. Substantially all of the Company's brands
are produced in its fifteen manufacturing facilities which are strategically
located throughout the continental United States. The Company 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's strategy emphasizes the growth of its branded products by offering
a beverage portfolio of proprietary 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. In addition, the Company seeks to utilize the
strength of its brands and location of its manufacturing facilities to be a
single-source supplier of branded and allied branded beverages for national and
regional retailers.

Various means are utilized by the Company to maintain its position as a
cost-effective producer of its beverage products. These include vertical
integration of the supply of raw materials for the manufacturing process, bulk
delivery to customer distribution centers, regionally targeted media promotions
and the use of multiple distribution systems. Management believes it is able to
offer retailers a higher profit margin on Company branded products and allied
brands than is typically available from the sale of nationally distributed
products.

Beverage industry 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.




                                       9
<PAGE>   10



RESULTS OF OPERATIONS

THREE MONTHS ENDED JANUARY 29, 2000 (THIRD QUARTER OF FISCAL 2000) COMPARED TO
THREE MONTHS ENDED JANUARY 30, 1999 (THIRD QUARTER OF FISCAL 1999)

Net sales for the three months ended January 29, 2000 increased approximately
$8.7 million or 12% over the three months ended January 30, 1999. This sales
improvement was primarily attributable to an increase in case volume of the
Company's proprietary brands and revenues from Home Juice, which was acquired in
May 1999. These increases were partially offset by a volume decline in
lower-margin allied brands.

Gross profit approximated 31.6% of net sales for the third quarter of fiscal
2000 and 31.4% of net sales for the third quarter of fiscal 1999. This was the
result of higher margins from increased sales of branded products, partially
offset by increases in certain raw material costs and the acquisition of Home
Juice, which is in the process of being integrated into the Company's
operations.

Selling, general and administrative expenses increased approximately $3.0
million to 31.0% of net sales for the third quarter of fiscal 2000 from 30.7% of
net sales for the third quarter of fiscal 1999. This increase was primarily due
to costs related to Home Juice and higher selling and distribution costs.

Interest expense declined during the third quarter of fiscal 2000 compared to
the prior year due to a reduction in average debt outstanding. See Note 4 of
Notes to Condensed Consolidated Financial Statements.

The Company's effective rate for income taxes, based upon estimated annual
income tax rates, approximated 37.8% of income before taxes for both the
third quarter of fiscal 2000 and fiscal 1999. The difference between the
effective rate and the federal statutory rate of 35% was primarily due to the
effects of state income taxes and non-deductible expenses.

Net income amounted to $115,000 or $.01 per share for the three months ended
January 29, 2000, compared to $23,000 for the three months ended January 30,
1999.




                                       10
<PAGE>   11


NINE MONTHS ENDED JANUARY 29, 2000 (FIRST NINE MONTHS OF FISCAL 2000) COMPARED
TO NINE MONTHS ENDED JANUARY 30, 1999 (FIRST NINE MONTHS OF FISCAL 1999)

Net sales for the nine months ended January 29, 2000 increased approximately
$20.8 million, or 7%, over the first nine months of the prior year. This sales
improvement was primarily attributable to an increase in case volume of the
Company's proprietary brands and revenues from Home Juice. These increases were
partially offset by a volume decline in lower-margin allied brands.

Gross profit approximated 32.7% of net sales for the first nine months of fiscal
2000 and 32.9% of net sales for the first nine months of fiscal 1999. This was
the result of higher margins on increased sales of branded products, offset by
increases in certain raw material costs and the effect of the Home Juice
acquisition noted above.

Selling, general and administrative expenses increased approximately $6.3
million to 27.6% of net sales for the first nine months of fiscal 2000 from
27.3% of net sales for the first nine months of fiscal 1999. This increase was
primarily due to costs related to Home Juice and higher selling and distribution
costs.

Interest expense declined during the nine months ended January 29, 2000 compared
to the prior year due to a reduction in debt outstanding.

The effective rate for income taxes, based upon estimated annual income tax
rates, amounted to 37.5% and 37.4% of income before taxes for the first nine
months of fiscal 2000 and fiscal 1999, respectively. The difference between the
effective rate and the federal statutory rate of 35% was primarily due to the
effects of state income taxes and non-deductible expenses.

Net income increased to $9.6 million or $.52 per share for the nine months ended
January 29, 2000, from $9.4 million or $.50 per share for the nine months ended
January 30, 1999.




                                       11
<PAGE>   12


FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

JANUARY 29, 2000 COMPARED TO MAY 1, 1999

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 nine months ended January 29,
2000, the Company generated EBITDA of $25.3 million, as compared to EBITDA of
$24.5 million for the comparable period last year.

For the nine months ended January 29, 2000, net cash provided by operating
activities of $14.6 million was comprised of net income of $9.6 million plus
non-cash charges of $8.1 million less cash used primarily for working capital
requirements of $3.1 million. Cash of $10.6 million was used for capital
expenditures and the acquisition of Home Juice. At January 29, 2000, the
Company's ratio of current assets to current liabilities was 2.2 to 1 and
working capital amounted to $53.5 million.

The Company is evaluating various capital projects to expand capacity at certain
manufacturing facilities. Presently, however, the Company has no material
commitments for capital expenditures and expects that the capital expenditures
for the remainder of fiscal 2000 will be comparable to the same period last
year.

In January 1998, the Board of Directors authorized the Company to repurchase up
to 800,000 shares of its common stock. During the nine months ended January 29,
2000, the Company purchased 188,980 shares of its common stock. Through January
2000, the Company has acquired 331,310 shares of its common stock pursuant to
the repurchase agreement.

At January 29, 2000, certain subsidiaries of the Company had outstanding
long-term debt of $33.9 million. Debt agreements contain restrictions which
require these subsidiaries to maintain certain financial ratios and minimum net
worth, and limit the subsidiaries with respect to incurring additional
indebtedness, paying cash dividends and making certain loans, advances or other
investments. At January 29, 2000, net assets of the subsidiaries totaling
approximately $62 million were restricted from distribution. Management believes
that cash and equivalents, together with funds generated from operations and
borrowing capabilities, will be sufficient to meet the Company's operating cash
requirements, and the cash requirements of the parent company, for the
foreseeable future. The Company was in compliance with all loan covenants and
restrictions at January 29, 2000, 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.



                                       12
<PAGE>   13


YEAR 2000 COMPLIANCE

In December 1999, the Company completed its efforts to correct the date
processing deficiencies related to the Year 2000. Costs incurred on this project
were not material. The Company experienced no difficulties or business
disruptions related to this matter and the Company is not aware of any
difficulties or business disruptions experienced by its significant service
providers, suppliers or customers. The Company will continue to monitor its
critical systems to ensure that any latent Year 2000 problems that may arise are
addressed promptly.

FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on 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 factors include, but are not limited to, the
following: general economic and business conditions; pricing of competitive
products; success of the Company's Strategic Alliance objective; success of the
Company in acquiring other beverage businesses; success of new product and
flavor introductions; fluctuations in the costs of raw materials; the Company's
ability to increase prices; continued retailer support for the Company's brands;
changes in consumer preferences; changes in business strategy or development
plans; government regulations; regional weather conditions; unanticipated costs
or latent problems relating to Year 2000 compliance; 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.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There are no material changes to the disclosures made on this matter in the
Company's Annual Report on Form 10-K for the fiscal year ended May 1, 1999.



                                       13
<PAGE>   14


                           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



                                       14
<PAGE>   15


                                    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:  March 14, 2000

                                           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)



                                       15

<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 JANUARY 29,
2000 INCLUDED IN ITS QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JANUARY
29, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S>                             <C>
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