1
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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 October 30, 1999

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 December 8,
1999 was 18,282,638.

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2

NATIONAL BEVERAGE CORP.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED OCTOBER 30, 1999

INDEX

PART I - FINANCIAL INFORMATION

Page
----

Item 1. Financial Statements

Condensed Consolidated Balance Sheets
as of October 30, 1999 and May 1, 1999 ............................    3

Condensed Consolidated Statements of Income for the three 
months and six months ended October 30, 1999 and 
October 31, 1998 ..................................................    4

Condensed Consolidated Statements of Cash Flows for the six 
months ended October 30, 1999 and October 31, 1998 ................    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 4. Submission of Matters to a Vote of Security Holders   ..........  14

Item 6. Exhibits and Reports on Form 8-K................................  14

3
NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF OCTOBER 30, 1999 AND MAY 1, 1999
(In thousands, except share amounts)
--------------------------------------------------------------------------------

October 30,     May 1,
1999         1999
---------    ---------
(Unaudited)

ASSETS
Current assets:
Cash and equivalents ...............................................   $  33,211    $  37,480
Trade receivables - net of allowances of $488 (October 30, 1999)
and $671 (May 1, 1999) ..........................................      31,276       34,595
Inventories ........................................................      29,525       25,207
Deferred income taxes ..............................................       2,223        1,985
Prepaid and other ..................................................       4,775        4,878
---------    ---------
Total current assets ...............................................     101,010      104,145
Property - net .............................................................      60,361       56,103
Intangible  assets - net ...................................................      16,099       14,475
Other assets ...............................................................       6,405        5,681
---------    ---------
$ 183,875    $ 180,404
=========    =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current  liabilities:
Accounts payable ...................................................   $  23,484    $  30,226
Accrued liabilities ................................................      15,561       14,994
Income taxes payable ...............................................       1,168        1,421
---------    ---------
Total current liabilities ..........................................      40,213       46,641
Long-term debt .............................................................      41,267       40,267
Deferred income taxes ......................................................       8,781        8,344
Other liabilities ..........................................................       3,041        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 .......................................................      90,600       81,142
Treasury stock - at cost:
Preferred stock - 150,000 shares ................................      (5,100)      (5,100)
Common stock - 3,794,034 shares (3,673,054 shares at May 1, 1999)     (10,733)      (9,712)
---------    ---------
Total shareholders' equity ..............................................       90,573       82,005
---------    ---------
$ 183,875    $ 180,404
=========    =========

See accompanying Notes to Condensed Consolidated Financial Statements.

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4

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS AND SIX MONTHS ENDED OCTOBER 30, 1999 AND OCTOBER 31, 1998
(In thousands, except per share amounts)
--------------------------------------------------------------------------------

Three Months Ended                 Six Months Ended    
------------------------         ------------------------
1999            1998             1999              1998
--------         --------         --------         --------
(Unaudited)                       (Unaudited)

Net sales .................................................         $105,111         $101,257         $235,196         $223,163

Cost of sales .............................................           70,706           68,689          157,276          148,655
--------         --------         --------         --------

Gross profit ..............................................           34,405           32,568           77,920           74,508

Selling, general and administrative expenses ..............           29,438           27,292           61,932           58,543

Interest expense ..........................................              796              940            1,500            1,864

Other income - net ........................................              383              434              644              805
--------         --------         --------         --------

Income before income taxes ................................            4,554            4,770           15,132           14,906

Provision for income taxes ................................            1,707            1,784            5,674            5,575
--------         --------         --------         --------

Net income ................................................         $  2,847         $  2,986         $  9,458         $  9,331
========         ========         ========         ========

Net income per share -
Basic ..................................................         $    .16         $    .16         $    .51         $    .50
========         ========         ========         ========
Diluted ................................................         $    .15         $    .15         $    .49         $    .48
========         ========         ========         ========

Average common shares outstanding -
Basic ..................................................           18,353           18,486           18,409           18,491
========         ========         ========         ========
Diluted ................................................           19,058           19,314           19,134           19,329
========         ========         ========         ========

See accompanying Notes to Condensed Consolidated Financial Statements.

4

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NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED OCTOBER 30, 1999 AND OCTOBER 31, 1998
(In thousands)
--------------------------------------------------------------------------------

1999                    1998
---------------         --------------
(Unaudited)

OPERATING ACTIVITIES:
Net income ..................................................................            $  9,458                $  9,331
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization .......................................               5,365                   4,815
Deferred income tax provision .......................................                 199                     174
Loss on sale of property ............................................                  --                      76
Changes in:
Trade receivables ...........................................               7,151                   6,100
Inventories .................................................              (1,808)                   (779)
Prepaid and other assets ....................................              (1,855)                 (1,736)
Accounts payable ............................................             (11,006)                (11,581)
Other liabilities, net ......................................              (2,770)                 (4,066)
--------                --------
Net cash provided by operating activities ...................................               4,734                   2,334
--------                --------

INVESTING ACTIVITIES:
Property additions ..........................................................              (3,840)                 (2,668)
Acquisition .................................................................              (5,200)                     --
Other, net ..................................................................                  --                      13
--------                --------
Net cash used in investing activities .......................................              (9,040)                 (2,655)
--------                --------

FINANCING ACTIVITIES:
Debt borrowings .............................................................              10,000                      --
Debt repayments .............................................................              (9,000)                 (8,393)
Repurchase of common stock ..................................................              (1,021)                   (384)
Proceeds from stock options exercised .......................................                  58                      31
--------                --------
Net cash provided by (used in) financing activities .........................                  37                  (8,746)
--------                --------

NET DECREASE IN CASH AND EQUIVALENTS ........................................              (4,269)                 (9,067)

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

CASH AND EQUIVALENTS - END OF PERIOD ........................................            $ 33,211                $ 31,380
========                ========

OTHER CASH FLOW INFORMATION:
Interest paid ...............................................................            $  1,537                $  1,360
Income taxes paid ...........................................................               5,631                   6,612

See accompanying Notes to Condensed Consolidated Financial Statements.

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6

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF OCTOBER 30, 1999
(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.

The Company has entered into a joint venture to develop and market certain
beverage products. The investment is accounted for using the equity method and
is included in "Other assets" in the accompanying balance sheet. Operating
results of the joint venture were not material.

2.  INVENTORIES

Inventories are stated at the lower of first-in, first-out cost or market.
Inventories at October 30, 1999 are comprised of finished goods of $14,070,000
and raw materials of $15,455,000. 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:

October 30,          May 1,
1999               1999  
-----------       -----------
(In thousands)

Land .......................................        $  10,255         $   8,897
Buildings and improvements .................           33,498            32,047
Machinery and equipment ....................           88,036            82,972
---------         ---------
Total ......................................          131,789           123,916
Less accumulated depreciation ..............          (71,428)          (67,813)
---------         ---------
Property - net .............................        $  60,361         $  56,103
=========         =========

Depreciation expense was $1,804,000 and $3,617,000 for the three and six month
periods ended October 30, 1999, respectively, and $1,626,000 and $3,187,000 for
the three and six month periods ended October 31, 1998, respectively.

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4. DEBT

Debt consists of the following:
October 30,         May 1,
1999              1999
-----------         -------
(In thousands)

Senior Notes ...............................           $16,667           $16,667
Credit Facilities ..........................             4,000             7,000
Term Loan Facilities .......................            20,600            16,600
-------           -------
Total ......................................           $41,267           $40,267
=======           =======

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, 2000 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 October 30, 1999, net assets of the subsidiaries totaling
approximately $60 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. The proposed settlement, which is
subject to court approval, 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.

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6. CAPITAL STOCK

During the six months ended October 30, 1999, options for 27,280 shares were
exercised at prices ranging from $.63 to $5.00 per share. At October 30, 1999,
options to purchase 1,163,996 shares at a weighted average exercise price of
$3.31 (ranging from $.13 to $13.50 per share) were outstanding and stock-based
awards to purchase 572,164 shares of common stock were available for grant.

During the six months ended October 30, 1999, the Company purchased 120,980
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.

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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; 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.

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RESULTS OF OPERATIONS

THREE MONTHS ENDED OCTOBER 30, 1999 (SECOND QUARTER OF FISCAL 2000) COMPARED TO
THREE MONTHS ENDED OCTOBER 31, 1998 (SECOND QUARTER OF FISCAL 1999)

Net sales for the three months ended October 30, 1999 increased approximately
$3.9 million or 4% over the three months ended October 31, 1998. This sales
improvement was primarily attributable to revenues from Home Juice, which was
acquired in May 1999, and an increase in case volume of the Company's
proprietary brands. These increases were partially offset by a volume decline in
lower-margin allied brands.

Gross profit increased to approximately 32.7% of net sales for the second
quarter of fiscal 2000 from 32.2% of net sales for the second quarter of fiscal
1999. This increase was primarily due to a change in product mix and the effect
of the volume decline in allied brands.

Selling, general and administrative expenses increased approximately $2.1
million to 28.0% of net sales for the second quarter of fiscal 2000. This
increase is primarily due to costs related to Home Juice and higher distribution
costs.

Interest expense declined during the second 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, amounted to 37.5% and 37.4% of income before taxes for the
second quarter 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 amounted to $2,847,000 for the three months ended October 30, 1999,
compared to $2,986,000 for the three months ended October 31, 1998. Earnings per
share were $.16 for both quarters.

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SIX MONTHS ENDED OCTOBER 30, 1999 (FIRST SIX MONTHS OF FISCAL 2000) COMPARED TO
SIX MONTHS ENDED OCTOBER 31, 1998 (FIRST SIX MONTHS OF FISCAL 1999)

Net sales for the six months ended October 30, 1999 increased approximately
$12.0 million, or 5%, over the first six months of the prior year. This sales
improvement was primarily attributable to revenues from Home Juice and an
increase in case volume of the Company's proprietary brands. These increases
were partially offset by a volume decline in lower-margin allied brands.

Gross profit decreased to approximately 33.1% of net sales for the first six
months of fiscal 2000 from 33.4% of net sales for the first six months of fiscal
1999. This decrease is primarily due to an increase in certain raw material
costs and lower-margins realized from the integration of the Home Juice
acquisition.

Selling, general and administrative expenses increased approximately $3.4
million to 26.3% of net sales for the first six months of fiscal 2000 from 26.2%
of net sales for the first six months of fiscal 1999. This increase is primarily
due to costs related to Home Juice and higher distribution costs.

Interest expense declined during the six months ended October 30, 1999 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 six
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 $9.5 million or $.51 per share for the six months ended
October 30, 1999, from $9.3 million or $.50 per share for the six months ended
October 31, 1998.

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FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

OCTOBER 30, 1999 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 six months ended October 30,
1999, the Company generated EBITDA of $22.0 million, as compared to EBITDA of
$21.6 million for the comparable period last year.

For the six months ended October 30, 1999, net cash provided by operating
activities of $4.7 million was comprised of net income of $9.5 million plus
non-cash charges of $5.5 million less cash used primarily for seasonal working
capital requirements of $10.3 million. Cash of $9.0 million was used for capital
expenditures and the acquisition of Home Juice. At October 30, 1999, the
Company's ratio of current assets to current liabilities was 2.5 to 1 and
working capital amounted to $60.8 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 six months ended October 30,
1999, the Company purchased 120,980 shares of its common stock. Since January
1998, the Company has purchased 263,310 shares of its common stock.

At October 30, 1999, subsidiaries of the Company had outstanding long-term debt
of $41.3 million. Certain 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 October 30, 1999, net assets of the subsidiaries totaling
approximately $60 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 October 30, 1999, 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.

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13

YEAR 2000 COMPLIANCE

Many computer systems were designed using two digits rather than four to
determine the year. This may cause computer applications to fail or create
erroneous results when handling dates beyond the year 1999 unless corrective
measures are taken. The Company has implemented a plan to identify the date
processing deficiencies and replace or modify the information technology (IT)
systems and non-IT systems that are subject to this problem. Projects are in
various stages of completion and management estimates that approximately 98% of
the identified issues have been corrected. Costs incurred to date on the Year
2000 project are immaterial and the estimated cost to complete the project is
less than $100,000.

The Company has communicated with its significant service providers, suppliers
and customers to determine their Year 2000 compliance and the extent to which it
is vulnerable if they are not compliant. In addition, contingency plans have
been developed specifying what the Company will do if it or important third
parties experience disruptions as a result of the Year 2000 problem. Such plans
include stockpiling raw materials, increasing inventory levels, securing
alternate sources of supply and other appropriate measures.

The Company believes that it replaced or modified its critical systems to
minimize any significant detrimental effects on its operations. However, the
Company's Year 2000 issues and any potential business interruptions, costs or
losses are dependent, to a significant degree, upon the Year 2000 compliance of
third parties. Consequently, management is unable to determine whether Year 2000
failures will materially affect the Company.

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 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

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PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

See Note 5 of Notes to Condensed Consolidated Financial Statements.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the company's Annual Meeting of Shareholders held on October 1, 1999, Mr.
Nick A. Caporella was re-elected to the Board of Directors for a three-year
term. Out of 17,271,580 shares voted, 17,239,653 shares were voted for his
election and 31,927 shares were withheld.

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

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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:  December 14, 1999

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

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 
UNAUDITED FINANCIAL STATEMENTS OF THE FILER FOR THE PERIOD ENDED OCTOBER 30,
1999 INCLUDED IN ITS QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED 
OCTOBER 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          APR-29-2000
<PERIOD-END>                               OCT-30-1999
<CASH>                                          33,211
<SECURITIES>                                         0
<RECEIVABLES>                                   31,764
<ALLOWANCES>                                       488
<INVENTORY>                                     29,525
<CURRENT-ASSETS>                               101,010
<PP                                         131,789
<DEPRECIATION>                                  71,428
<TOTAL-ASSETS>                                 183,875
<CURRENT-LIABILITIES>                           40,213
<BONDS>                                         41,267
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                        150
<COMMON>                                           221
<OTHER-SE>                                      90,202
<TOTAL-LIABILITY-AND-EQUITY>                   183,875
<SALES>                                        235,196
<TOTAL-REVENUES>                               235,196
<CGS>                                          157,276
<TOTAL-COSTS>                                  157,276
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,500
<INCOME-PRETAX>                                 15,132
<INCOME-TAX>                                     5,674
<INCOME-CONTINUING>                              9,458
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     9,458
<EPS-BASIC>                                        .51
<EPS-DILUTED>                                      .49