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<SEC-DOCUMENT>0000950144-01-504924.txt : 20010730
<SEC-HEADER>0000950144-01-504924.hdr.sgml : 20010730
ACCESSION NUMBER:		0000950144-01-504924
CONFORMED SUBMISSION TYPE:	10-K405
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20010428
FILED AS OF DATE:		20010727

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NATIONAL BEVERAGE CORP
		CENTRAL INDEX KEY:			0000069891
		STANDARD INDUSTRIAL CLASSIFICATION:	BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086]
		IRS NUMBER:				592605822
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0430

	FILING VALUES:
		FORM TYPE:		10-K405
		SEC ACT:		
		SEC FILE NUMBER:	001-14170
		FILM NUMBER:		1691440

	BUSINESS ADDRESS:	
		STREET 1:		ONE NORTH UNIVERSITY DRIVE
		STREET 2:		BUILDING A 4TH FLOOR
		CITY:			FORT LAUDERDALE
		STATE:			FL
		ZIP:			33324
		BUSINESS PHONE:		3055810922

	MAIL ADDRESS:	
		STREET 1:		1 NORTH UNIVERSITY DR
		CITY:			PLANTATION
		STATE:			FL
		ZIP:			33324
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K405
<SEQUENCE>1
<FILENAME>g70700e10-k405.txt
<DESCRIPTION>NATIONAL BEVERAGE CORP. FORM 10-K 4-28-2001
<TEXT>

<PAGE>   1

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-K

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

                    FOR THE FISCAL YEAR ENDED APRIL 28, 2001

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

            For the transition period from ___________ to ___________

                         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)

         Securities registered pursuant to Section 12(b) of the Act:

         Title of Each Class           Name of Each Exchange on Which Registered
         -------------------           -----------------------------------------
Common Stock, par value $.01 per share          American Stock Exchange

         Securities registered pursuant to Section 12(g) of the Act: None

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 [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The aggregate market value of the voting stock held by non-affiliates of
Registrant computed by reference to the closing sale price on July 19, 2001 was
approximately $37,993,000.

The number of shares of Registrant's common stock outstanding as of July 19,
2001 was 18,161,978.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Proxy Statement for the Annual Meeting of
Shareholders to be filed on or before August 27, 2001 are incorporated by
reference into Part III of this report.


<PAGE>   2

                                     PART I

ITEM 1.  BUSINESS

GENERAL

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 brands emphasize distinctive flavor variety, including its flagship
brands, Shasta(R) and Faygo(R), complete lines of multi-flavored and cola soft
drinks. In addition, the Company offers an assortment of premium 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), Crystal Bay(R) and ClearFruit(R) flavored and spring water
products. The Company also produces specialty products, including VooDoo
Rain(R), a line of alternative beverages geared toward young consumers, Ohana(R)
fruit-flavored drinks and St. Nick's(R) holiday soft drinks. Substantially all
of the Company's brands are produced in its sixteen manufacturing facilities,
which are strategically located in major metropolitan markets 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. Management believes that the "regional share
dynamics" of its brands have a consumer loyalty within local markets that
generates more aggressive retailer sponsored promotional activities.

Various means are utilized by the Company to maintain its position as a
cost-effective producer of beverage products. These include vertical integration
of the supply of raw materials for the manufacturing process, close proximity to
customer distribution centers, regionally targeted media promotions and the use
of multiple distribution systems. The strength of its brands and location of its
manufacturing facilities distinguish the Company as a single-source supplier of
branded and allied branded beverages enabling the Company to execute "Strategic
Alliances" with national and regional retailers. Through this concept,
management believes it is able to offer retailers a higher profit margin on
Company branded products and allied brands than is typically available from
those soft drink companies that incur greater costs utilizing a direct-store
delivery method.

PRODUCTS

Shasta and Faygo, the Company's traditional soft drink brands that emphasize
flavor variety and innovation, have been manufactured and marketed throughout
the United States for a combined period of over 200 years. Established over 110
years ago and distributed nationally, Shasta is the largest of the Company's
brands and includes multiple flavors as well as bottled spring and drinking
waters. Established over 90 years ago, Faygo products are primarily distributed
east of the Mississippi River and include a multi-flavored product line. The
Company also produces and markets other brands of soft drinks, juice and water
products, including Ritz, Everfresh, Crystal Bay and Ohana.


                                       1
<PAGE>   3
 In recent years, the volume of the "flavor segment" of the soft drink market
has grown faster than cola volume and consumers have also turned to alternative
beverages with greater frequency. The Company has benefited from this trend with
its "fantasy of flavors" strategy emphasizing its distinctive flavored soft
drinks, juices and alternative beverage products. Although cola drinks account
for approximately 55% of the soft drink industry's domestic grocery channel
volume, colas account for less than 20% of the Company's total volume. The
Company's strategy over the last several years of expanding its beverage
portfolio beyond carbonated soft drinks through acquisitions and new product
development has enabled the Company to capture the increased demand for
non-carbonated and alternative beverages. During fiscal 2001, the Company added
many new and unique flavors, including several additions to its ClearFruit,
VooDoo Rain and "exotic flavors of Shasta" hispanic lines. In September 2000,
the Company acquired certain assets of Beverage Canners International, Inc., a
Miami-based producer and distributor of the Ritz and Crystal Bay brands. This
acquisition provided the Company with an additional direct-store delivery system
located in the South Florida market as well as strong regional brands sold
throughout the southeastern United States and Caribbean in keeping with the
Company's "regional share dynamics" strategy.

MANUFACTURING

The Company's sixteen bottling plants are strategically located in major
metropolitan markets across the continental United States, enabling the Company
to efficiently manufacture and distribute beverages to substantially all
geographic markets. Each plant is generally equipped to produce both canned and
bottled beverage products in a variety of package sizes in each market. The
Company utilizes numerous package types and sizes, including cans ranging from 8
to 16 ounces and bottles ranging from 10 ounces to one gallon.

Management believes that ownership of its bottling facilities provides an
advantage over certain of its competitors that rely upon independent third party
bottlers to manufacture and market their products. Since the Company controls
the national manufacture, distribution and marketing of its brands, it can more
effectively manage product quality and customer service and respond quickly to
changing market conditions.

The Company produces a substantial portion of the flavor concentrates used in
its branded products. Utilizing the same formulas throughout its bottling
network, the Company is able to manufacture its products in accordance with
uniform standards and specifications. Management believes that the combination
of a Company-owned bottling network servicing the United States together with
uniform standards for packaging, formulations, and customer service provides the
Company with a strategic advantage in servicing the growing presence of national
retailers and mass merchandisers. The Company also maintains research and
development laboratories at multiple locations. These laboratories continually
test products for compliance with the Company's strict quality control standards
as well as conduct research for new products and flavors.


                                       2
<PAGE>   4
DISTRIBUTION

The Company utilizes a hybrid distribution system to deliver its products
through four primary distribution channels: take-home, convenience, food service
and vending.

The take-home distribution channel consists of national and regional grocery
stores, warehouse clubs, mass-merchandisers, wholesalers and discount stores.
The Company distributes its products to this channel through both the warehouse
distribution system and the direct-store delivery system. Under the warehouse
distribution system, products are shipped from the Company's manufacturing
facilities to the retailer's centralized distribution centers and then
distributed by the retailer to each of its outlet locations with other goods.
Products sold under the direct-store delivery system are distributed directly to
the customer's retail outlets through the Company's direct-store delivery fleet
and through independent distributors.

The Company distributes its products to the convenience store and retail gas
station market through its own direct-store delivery fleets and those of
independent distributors. Because of the higher retail prices and margins that
typically prevail, the Company has undertaken several measures to expand its
convenience channel distribution in recent years. These include development of
products specifically targeted to this market, such as VooDoo Rain, ClearFruit,
Everfresh, Home Juice and Mr. Pure. Also, the Company has created proprietary
and specialized packaging for these products with specific graphics designed for
the discriminating consumer.

The Company's food service division is responsible for sales to hospitals,
schools, military bases, airlines, hotels and food service wholesalers. The
Company's food service products are distributed primarily through independent,
specialized distributors. Additionally, schools and certain other institutions
are serviced through company-owned direct-store distribution systems.

Each of the Company's take-home, convenience and food service operations use
vending machines and glass-door coolers as marketing and promotional tools for
the Company's brands. The Company provides vending machines and coolers on a
placement or purchase basis to its customers and vending operators. Management
believes that the vending market provides not only increased beverage sales, but
also the enhancement of brand awareness and the development of brand loyalty.

SALES AND MARKETING

The Company sells and markets its products through an internal sales force, as
well as selected broker networks. The Company's sales force is organized to
serve a specific market segment, focusing either on geographic territories,
distribution channels or product lines. This focus allows each sales group to
provide high level, responsive service and support to the customers and markets
that it serves.

The Company's sales and marketing programs are directed toward maintaining and
enhancing consumer brand recognition and loyalty, and typically utilize a
combination of regional advertising, special event marketing, diversified
packaging and consumer coupon distribution. The Company retains advertising
agencies to assist with media advertising programs for its brands. The Company
also offers numerous promotional programs to its retail customers, including
cooperative advertising support, in-store advertising materials and other
incentives. Management believes these elements allow it to tailor marketing and
advertising programs to meet local and regional economic


                                       3
<PAGE>   5
conditions and demographics. The Company seeks to maintain points of difference
between its brands and those of its competitors by combining high product
quality, flavor innovation and unique packaging designs with a value pricing
strategy. Additionally, the Company sponsors special holiday promotions
including St. Nick's, which features special holiday flavors and packaging.

The Company's "regional share dynamics" strategy emphasizes the acquisition and
support of brands that have a significant regional presence. Management believes
that these types of products have a consumer loyalty that generates more
aggressive retailer sponsored promotional activities. In addition, these types
of products are not vulnerable to "consumer switching", having had specific
purchasers for a long period of time who now believe the product is made solely
for them. Also, these "home-town" types of products are more easily given media
exposure through community activities and other local events.

As part of its sales and marketing strategy, the Company enters into long-term
contractual relationships that join the expertise of Company sales, marketing
and manufacturing functions with national and regional retailers marketing/sales
expertise to cause the maximum joint effort in generating sales for branded and
allied branded products. These "Strategic Alliances" provide for retailer
promotional support for the Company's brands and nationally integrated
manufacturing and distribution services for the retailer's allied brands.

RAW MATERIALS

The Company's centralized procurement division maintains relationships with
numerous suppliers of raw materials and packaging goods. By consolidating the
purchasing function for its sixteen bottling facilities, management believes it
is able to procure more competitive arrangements with its suppliers, allowing it
to compete as a low-cost producer of beverages.

Products produced and sold by the Company are made from various materials,
including sweeteners, juice concentrates, carbon dioxide, water, glass and
plastic bottles, aluminum cans and ends, paper, cartons and closures. Most of
the Company's low-calorie soft drink products use aspartame. The Company
manufactures substantially all of its own flavor concentrates and purchases the
remainder of its raw materials from multiple suppliers. In the ordinary course
of its business, the Company enters into agreements for the supply of certain
raw materials that generally do not require the purchase of specified or minimum
quantities.

All of the materials or ingredients used by the Company are presently available
from multiple suppliers, although strikes, weather conditions, utility
shortages, governmental control or regulations, national emergencies or other
events outside the Company's control could adversely affect the supply of
specific materials. Additionally, pricing and availability of certain of the
Company's raw materials are based on commodities, primarily aluminum, corn and
juice concentrates, which tend to fluctuate based upon worldwide market
conditions. See Item 7A.


                                       4
<PAGE>   6
SEASONALITY

The Company's sales are seasonal with the highest volume typically realized
during the summer months. The Company has sufficient production capacity to meet
seasonal increases without maintaining significant quantities of inventory in
anticipation of periods of peak demand. The volume of sales may be affected by
weather conditions.

COMPETITION

The carbonated soft drink market and the non-carbonated beverage market are
highly competitive and the Company's competitive position varies in each of its
market areas. Company products compete with many varieties of liquid
refreshments, including coffee, milk, tea and water. The Company competes with
bottlers and distributors of national, regional, and private label products.
Several competitors, including the two that dominate the soft drink industry,
PepsiCo, Inc. and The Coca-Cola Company, have greater financial resources than
the Company. Principal methods of competition in the beverage industry are price
and promotional activity, advertising and marketing programs, point-of-sale
merchandising, retail space management, customer service, product
differentiation, packaging innovations and distribution methods. Management
believes the Company differentiates itself through strong regional brand
recognition, innovative flavor variety, attractive packaging, consistent
customer service, efficient distribution methods, specialized advertising and,
for some product lines, value pricing.

TRADEMARKS

The Company maintains various registered trademarks for its proprietary brands
in the United States and abroad, which are significant to the business of the
Company. Shasta, Faygo, Ritz, LaCroix, Everfresh, Big Shot, Mr. Pure, Home
Juice, ClearFruit, Mt. Shasta, Crystal Bay, Ohana, St. Nick's and VooDoo Rain
are registered trademarks of the Company. The Company intends to continue to
maintain all registrations of its significant trademarks and use the trademarks
in the operation of its businesses.

GOVERNMENTAL REGULATION

The production, distribution and sale of the Company's products in the United
States are subject to the Federal Food, Drug and Cosmetic Act; the Occupational
Safety and Health Act; the Lanham Act; various environmental statutes; and
various other federal, state and local statutes regulating the production,
transportation, sale, safety, advertising, labeling and ingredients of such
products. Management believes that it is in compliance in all material respects
with such existing legislation.

Certain states and localities prohibit the sale of certain beverages unless a
deposit or tax is charged for containers. These requirements vary by each
jurisdiction. Proposals for similar legislation have been enacted in certain
other states and localities, as well as Congress. The Company is unable to
predict whether such legislation will be enacted or what impact its enactment
would have on its business, financial condition or results of operation.

All of the Company's facilities in the United States are subject to federal,
state and local environmental laws and regulations. Compliance with these
provisions has not had any material adverse effect on the Company's financial or
competitive position. Additionally, management


                                       5
<PAGE>   7
believes that its current practices and procedures for the control and
disposition of toxic or hazardous substances comply in all material respects
with applicable law. However, compliance with or any violation of current and
future laws or regulations could require material expenditures or otherwise have
a material adverse effect on the Company.

EMPLOYEES

As of April 28, 2001, the Company employed approximately 1,700 people, of which
approximately 450 are covered by collective bargaining agreements. Management
believes that the Company's relations with its employees are good.

ITEM 2.  PROPERTIES

The principal properties of the Company include sixteen production facilities
located in thirteen states which, in the aggregate, comprise approximately two
million square feet. Twelve facilities are owned by the Company and are located
in the following states: Arizona, California (2), Georgia, Illinois, Kansas,
Michigan (2), Ohio, Texas, Utah and Washington. Four production facilities,
located in Louisiana, Maryland and Florida (2), are leased subject to agreements
that expire through 2004. Management believes the Company's facilities are
generally in good condition and sufficient to meet its present needs.

The production of carbonated and non-carbonated beverages is capital intensive
but is not characterized by rapid technological change. The technological
advances that have occurred have generally been of an incremental cost-saving
nature, such as the industry's conversion to lower-weight cans and lids. The
Company is not aware of any anticipated industry-wide changes in technology that
would adversely impact the Company's current physical production capacity or
cost of production.

The Company owns and leases delivery trucks, other trucks, vans and automobiles
used in the sale and distribution of its products. In addition, the Company
leases office space, transportation equipment, office equipment, data processing
equipment and some plant equipment.

ITEM 3.  LEGAL PROCEEDINGS

From time to time, the Company is a party to various litigation matters arising
in the ordinary course of business. In the opinion of management, the ultimate
disposition of such matters will not have a material adverse effect on the
Company's consolidated financial position or results of operations.

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

No matters were voted upon during the fourth quarter of fiscal 2001.


                                       6
<PAGE>   8

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS

MARKET INFORMATION

The common stock of the Company, par value $.01 per share, is listed and traded
on the American Stock Exchange under the symbol "FIZ".

The table below sets forth, for the periods indicated, the high and low prices
of the common stock as reported by the American Stock Exchange:

<TABLE>
<CAPTION>
                          Fiscal 2001                 Fiscal 2000
                       High          Low           High          Low
                      ------        ------        ------        ------

<S>                   <C>           <C>           <C>           <C>
First Quarter         $ 9.75        $ 7.63        $ 9.75        $ 8.25
Second Quarter        $ 8.13        $ 6.69        $ 9.38        $ 7.75
Third Quarter         $10.25        $ 6.63        $ 8.38        $ 7.38
Fourth Quarter        $10.00        $ 7.94        $ 9.25        $ 7.13
</TABLE>

HOLDERS

At July 19, 2001, according to records maintained by the Company's transfer
agent, there were approximately 1,000 stockholders of record of the Company's
common stock, which does not include beneficial owners of the Company's
securities whose securities are held in the names of various dealers and/or
clearing agencies.

DIVIDENDS

The Company has not paid any cash dividends with respect to its common stock
during the last three fiscal years and the Company's Board of Directors has no
present plans for declaring any such cash dividends. See Note 5 of Notes to
Consolidated Financial Statements for certain restrictions on the payment of
dividends.


                                       7
<PAGE>   9


ITEM 6.  SELECTED FINANCIAL DATA

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
(In thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                    Fiscal Year Ended
                                           ------------------------------------------------------------------------
                                           April 28,       April 29,        May 1,          May 2,          May 3,
                                             2001            2000            1999            1998          1997(1)
                                           --------        --------        --------        --------        --------

<S>                                        <C>             <C>             <C>             <C>             <C>
STATEMENT OF INCOME DATA:
Net sales                                  $480,415        $426,269        $402,108        $400,749        $385,427
Cost of sales                               323,743         286,245         268,844         275,083         275,453
                                           --------        --------        --------        --------        --------
Gross profit                                156,672         140,024         133,264         125,666         109,974
Selling, general and administrative
    expenses                                131,852         120,104         110,246         102,195          88,921
Interest expense                              2,110           2,789           3,304           4,175           4,951
Other income - net                            1,506           4,754           1,323           1,633             871
                                           --------        --------        --------        --------        --------
Income before income taxes                   24,216          21,885          21,037          20,929          16,973
Provision for income taxes                    9,236           8,302           7,868           7,827           6,280
                                           --------        --------        --------        --------        --------
Net income                                 $ 14,980        $ 13,583        $ 13,169        $ 13,102        $ 10,693
                                           ========        ========        ========        ========        ========

Net income per share(2):
        Basic                              $    .82        $    .74        $    .71        $    .71        $    .58
        Diluted                                 .80             .71             .68             .68             .56

BALANCE SHEET DATA:
Working capital                            $ 62,444        $ 54,907        $ 57,504        $ 50,398        $ 47,624
Property - net                               62,215          62,430          56,103          55,945          55,436
Total assets                                203,868         197,754         180,404         182,327         170,897
Long-term debt                               24,136          33,933          40,267          41,600          55,026
Deferred income taxes                        10,208           8,011           8,344           8,332           7,245
Shareholders' equity                        108,488          93,686          82,005          69,980          56,703
</TABLE>

(1)      Fiscal 1997 consisted of 53 weeks.

(2)      Basic net income per share is computed by dividing earnings applicable
         to common shares by the weighted average number of shares outstanding.
         Diluted net income per share includes the dilutive effect of stock
         options.


                                       8
<PAGE>   10

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL OVERVIEW

National Beverage Corp. (the "Company") is a holding company for various
operating subsidiaries that develop, manufacture, market and distribute a
complete portfolio of quality beverage products throughout the United States.
The Company's brands emphasize distinctive flavor variety, including its
flagship brands Shasta(R) and Faygo(R), complete lines of multi-flavored and
cola soft drinks. In addition, the Company offers an assortment of premium
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), Crystal Bay(R), and ClearFruit(R) flavored and
spring water products. The Company also produces specialty products, including
VooDoo Rain(R), a line of alternative beverages geared toward young consumers,
Ohana(R) fruit-flavored drinks, and St. Nick's(R) holiday soft drinks.
Substantially all of the Company's brands are produced in its sixteen
manufacturing facilities, which are strategically located in major metropolitan
markets 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 diverse 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. Management believes that the
"regional share dynamics" of its brands have a consumer loyalty within local
markets that generates more aggressive retailer sponsored promotional
activities.

The Company occupies a unique position in the industry as a vertically
integrated national company delivering branded and allied brands through a
hybrid distribution network to multiple beverage channels. As part of its sales
and marketing strategy, the Company enters into long-term contractual
relationships that join the expertise of Company sales, marketing and
manufacturing functions with national and regional retailers marketing/sales
expertise to cause the maximum joint effort in generating sales for branded and
allied branded products. These "Strategic Alliances" provide for retailer
promotional support for the Company's brands and nationally integrated
manufacturing and distribution services for the retailer's allied brands.

Over the last several years, the Company has focused on increasing penetration
of its brands in the convenience channel through company-owned and independent
distributors. The convenience channel is composed of convenience stores, gas
stations and other smaller "up-and-down-the-street" accounts. Because of the
higher retail prices and margins that typically prevail, the Company has
undertaken specific measures to expand its distribution in this channel. These
include the development of products specifically targeted to this market, such
as VooDoo Rain, ClearFruit, Everfresh, Home Juice and Mr. Pure. Also, the
Company has created proprietary and specialized packaging for these products
with specific graphics for the discriminating consumer. In September 2000, the
Company acquired certain assets of Beverage Canners International, Inc. ("BCI"),
a Miami-based producer and distributor of the Ritz and Crystal Bay brands. This
acquisition provided the Company with an additional direct-store delivery system
located in the South Florida market as well as strong regional brands sold
throughout the southeastern United States and Caribbean in keeping with the
Company's "regional share dynamics" strategy. Management intends to continue its
focus on enhancing growth in the convenience channel through both specialized
packaging and innovative product development.

                                       9
<PAGE>   11
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.

RESULTS OF OPERATIONS

NET SALES:

Net sales for fiscal 2001 increased approximately $54.1 million, or 12.7%, to
$480.4 million. This increase was due primarily to volume growth in the
Company's flavored carbonated soft drinks, increased pricing of the Company's
proprietary brands, and sales of the Ritz and Crystal Bay brands acquired in
September 2000. This improvement was partially offset by declines related to
product mix.

Net sales for fiscal 2000 increased approximately $24.2 million, or 6.0%, over
the prior year. This improvement was primarily attributed to an increase in case
volume of the Company's proprietary brands and revenues from the May 1999
acquisition of Home Juice. These increases are net of volume declines in
lower-margin allied branded products.

GROSS PROFIT:

Gross profit approximated 32.6% and 32.8% of net sales in fiscal 2001 and fiscal
2000, respectively. This change in gross profit reflects increased distribution
in the convenience channel which was offset by changes in product mix and
increased utility and labor costs.

Gross profit approximated 32.8% of net sales for fiscal 2000 and 33.1% of net
sales for fiscal 1999. This decline was the result of increases in certain raw
material costs and higher production costs related to Home Juice, partially
offset by favorable changes in product and package mix.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:

Selling, general and administrative expenses for fiscal 2001 increased $11.7
million, or 9.8%, to $131.9 million. This increase was due to higher
distribution and selling costs related to increased sales volume, higher fuel
costs, and integration costs related to the BCI acquisition.

Selling, general and administrative expenses increased to $120.1 million or
28.2% of net sales for fiscal 2000. This increase was primarily due to expenses
related to Home Juice and higher selling and startup distribution costs
resulting from expanded distribution in the convenience channel.

INTEREST EXPENSE AND OTHER INCOME-NET:

Fiscal 2001 and 2000 interest expense decreased $.7 million and $.5 million,
respectively, due to a reduction in average outstanding debt and interest rates.
Other income includes interest income of $1.6 million for fiscal 2001 and $1.4
million for fiscal 2000 and 1999. In addition, other income for fiscal 2000
includes a gain of $3.4 million from the sale of a residual interest in an
operating lease.

INCOME TAXES:

The Company's effective tax rate was approximately 38.1% for fiscal 2001, 37.9%
for fiscal 2000, and 37.4% for 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 other nondeductible expenses. See Note 7 of Notes to
Consolidated Financial Statements.


                                       10
<PAGE>   12

CAPITAL RESOURCES

The Company's current sources of capital are cash flow from operations and
borrowings under existing credit facilities. The Company maintains unsecured
revolving credit facilities aggregating $48 million of which approximately $43
million was available for future borrowings at April 28, 2001. Management
believes that existing capital resources are sufficient to meet the Company's
and the parent company's capital requirements for the foreseeable future.

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. The Company's EBITDA increased 9.5% to
$38.1 million for fiscal 2001 from $34.8 million last year. Management believes
that EBITDA is sufficient to support additional growth and debt capacity.

SUMMARY OF CASH FLOW

The Company's principal source of cash during fiscal 2001 was $21.5 million
provided by operating activities. The Company's primary uses of cash were net
debt repayments of $10.1 million and capital expenditures of $6.0 million.

Net cash provided by operating activities increased to $21.5 million from $19.6
million for fiscal 2000 largely due to increases in net income and non-cash
charges. Net cash used in investing activities declined slightly to $10.0
million from $10.3 million as a result of decreased expenditures for property
and acquisitions partially offset by reduced proceeds from the sale of assets.
Net cash used in financing activities increased approximately $1.9 million for
fiscal 2001 as a result of increased net debt repayments, which included the
final Senior Note principal installment of $8.3 million.

FINANCIAL CONDITION

During fiscal 2001, the Company's working capital improved to $62.4 million from
$54.9 million primarily due to cash generated from operations and an increase in
current assets. Trade receivables and inventories increased as a result of the
sales growth and the acquisition of BCI. Prepaid and other assets increased
primarily due to an increase in income tax refund receivables. At April 28,
2001, the current ratio was 2.1 to 1 compared to 1.9 to 1 for the prior year.
The debt-to-equity ratio improved to .2 to 1 from .4 to 1 due to a reduction in
debt and an increase in retained earnings.

LIQUIDITY

The Company continually evaluates capital projects designed to expand capacity
and improve efficiency at its manufacturing facilities. The Company presently
has no material commitments for capital expenditures and expects that fiscal
2002 capital expenditures will be comparable to fiscal 2001.

Certain debt agreements contain restrictions which require 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 loans, advances or other investments. These restrictions
are not expected to have a material adverse impact on the operations of the
Company.


                                       11
<PAGE>   13
At April 28, 2001, retained earnings of approximately $38 million were available
for distribution and the Company was in compliance with all loan covenants and
restrictions. See Note 5 of Notes to Consolidated Financial Statements.

In January 1998, the Board of Directors authorized the Company to repurchase up
to 800,000 shares of its common stock. In fiscal 2001 and 2000, the Company
purchased 33,600 shares and 265,980 shares, respectively, of common stock.

Pursuant to a management agreement, the Company incurred a fee to Corporate
Management Advisors, Inc. ("CMA") of approximately $4.8 million for fiscal 2001,
$4.3 million for fiscal 2000, and $4.0 million for fiscal 1999. At April 28,
2001, the Company owed $430,000 to CMA for unpaid fees. See Note 6 of Notes to
Consolidated Financial Statements.

CHANGES IN ACCOUNTING STANDARDS

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS ") No. 133, "Accounting for Derivative
Instruments and Hedging Activities". This statement, as amended by SFAS No. 138,
modifies the method of accounting for derivatives by requiring that all
derivatives be recorded at fair market values in the balance sheet. The Company
will adopt SFAS No. 133 in the first quarter of fiscal 2002 and believes that it
will not have a significant impact on its consolidated financial statements.

In May 2000, the Emerging Issues Task Force ("EITF") reached a consensus on
Issue 00-14, "Accounting for Certain Sales Incentives", which requires the cost
of consumer coupons and other sales incentives to be classified as a reduction
of revenues. In addition, in April 2001, the EITF reached a consensus on Issue
00-25, "Vendor Income Statement Characterization of Consideration from a Vendor
to a Retailer", which requires slotting costs and other payments made to
retailers to be classified as a reduction of revenue. The Company currently
classifies certain sales incentives and payments to retailers as "Selling,
general and administrative expenses". The Company will adopt EITF 00-14 and EITF
00-25 in fiscal 2002 and has not yet made a determination of the impact on its
consolidated financial statements.

In June 2001, the FASB issued SFAS No. 141 "Business Combinations" and SFAS No.
142 "Goodwill and Other Intangible Assets". SFAS No. 141, which addresses
financial accounting and reporting for business combinations, requires the
purchase method of accounting to be used for business combinations initiated
after June 30, 2001. SFAS No. 142 changes the accounting for goodwill from an
amortization method to an impairment approach and is effective for fiscal years
beginning after December 15, 2001. The Company has not yet made a determination
of the impact of SFAS No. 141 and SFAS No. 142 on its consolidated financial
statements.


                                       12
<PAGE>   14

FORWARD LOOKING STATEMENTS

The Company and its representatives may from time to time make written or oral
statements that are "forward-looking" within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements contained in this
report and other filings with the Securities and Exchange Commission and in
reports to the Company's stockholders. Certain statements, including, without
limitation, statements containing the words "believes," "anticipates,"
"intends," "expects," and "estimates" constitute "forward-looking statements"
and involve known and unknown risk, uncertainties and other factors that 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 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; success of implementing
business strategies; changes in business strategy or development plans;
government regulations; regional weather conditions; and other factors
referenced in this Form 10-K. The Company disclaims an obligation to update any
such factors or to publicly announce the results of any revisions to any
forward-looking statements contained herein to reflect future events or
developments.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
         RISK

The principal market risks to which the Company is exposed are commodity prices
and interest rates.

COMMODITIES

The Company purchases various raw materials that fluctuate based on commodity
market conditions. These include aluminum cans, high fructose corn syrup, and
various juice concentrates. The Company's ability to recover increased costs
through higher pricing may be limited by the competitive environment in which it
operates.

INTEREST RATES

At the end of fiscal 2001, the Company had $19.9 million of floating rate term
debt outstanding and $4 million outstanding under floating rate revolving credit
agreements. If the interest rate changed by 100 basis points (1%), interest
expense for fiscal 2001 would have changed by approximately $200,000. Because of
its limited exposure to interest rate movements, the Company does not currently
utilize interest rate swaps or other interest rate hedging products.

The Company's investment portfolio consists primarily of short-term money market
instruments, the yields of which fluctuate based largely on short-term Treasury
rates. If the yield of these instruments had changed by 100 basis points (1%),
interest income for fiscal 2001 would have changed by approximately $300,000.


                                       13
<PAGE>   15

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF APRIL 28, 2001 AND APRIL 29, 2000
(In thousands, except share amounts)

<TABLE>
<CAPTION>
                                                                                     2001              2000
                                                                                  ----------        ----------

<S>                                                                               <C>               <C>
ASSETS
Current assets:
     Cash and equivalents                                                         $   39,625        $   38,482
     Trade receivables - net of allowances of $559 (2001) and $534 (2000)             41,068            39,116
     Inventories                                                                      31,747            29,056
     Deferred income taxes                                                             1,333             1,465
     Prepaid and other                                                                 6,518             5,554
                                                                                  ----------        ----------
     Total current assets                                                            120,291           113,673
Property - net                                                                        62,215            62,430
Intangible assets - net                                                               15,259            15,754
Other assets                                                                           6,103             5,897
                                                                                  ----------        ----------
                                                                                  $  203,868        $  197,754
                                                                                  ==========        ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                                             $   37,651        $   37,199
     Accrued liabilities                                                              20,131            19,646
     Income taxes payable                                                                 65             1,921
                                                                                  ----------        ----------
     Total current liabilities                                                        57,847            58,766
Long-term debt                                                                        24,136            33,933
Deferred income taxes                                                                 10,208             8,011
Other liabilities                                                                      3,189             3,358
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 22,134,612 shares (2001) and 22,117,332 shares (2000);
        outstanding 18,161,978 shares (2001) and 18,178,298 shares (2000)                221               221
   Additional paid-in capital                                                         15,638            15,556
   Retained earnings                                                                 109,705            94,725
   Treasury stock - at cost:
        Preferred stock - 150,000 shares                                              (5,100)           (5,100)
        Common stock - 3,972,634 shares (2001) and 3,939,034 shares (2000)           (12,126)          (11,866)
                                                                                  ----------        ----------
   Total shareholders' equity                                                        108,488            93,686
                                                                                  ----------        ----------
                                                                                  $  203,868        $  197,754
                                                                                  ==========        ==========
</TABLE>

See accompanying Notes to Consolidated Financial Statements.


                                       14
<PAGE>   16

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE FISCAL YEARS ENDED APRIL 28, 2001, APRIL 29, 2000 AND MAY 1, 1999
(In thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                      2001            2000            1999
                                                    --------        --------        --------

<S>                                                 <C>             <C>             <C>
Net sales                                           $480,415        $426,269        $402,108

Cost of sales                                        323,743         286,245         268,844
                                                    --------        --------        --------

Gross profit                                         156,672         140,024         133,264

Selling, general and administrative expenses         131,852         120,104         110,246

Interest expense                                       2,110           2,789           3,304

Other income - net                                     1,506           4,754           1,323
                                                    --------        --------        --------

Income  before income taxes                           24,216          21,885          21,037

Provision for income taxes                             9,236           8,302           7,868
                                                    --------        --------        --------

Net income                                          $ 14,980        $ 13,583        $ 13,169
                                                    ========        ========        ========

Net income per share -
   Basic                                            $    .82        $    .74        $    .71
                                                    ========        ========        ========
   Diluted                                          $    .80        $    .71        $    .68
                                                    ========        ========        ========

Average common shares outstanding -
   Basic                                              18,160          18,321          18,474
                                                    ========        ========        ========
   Diluted                                            18,840          19,018          19,278
                                                    ========        ========        ========
</TABLE>

See accompanying Notes to Consolidated Financial Statements.


                                       15
<PAGE>   17

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE FISCAL YEARS ENDED APRIL 28, 2001, APRIL 29, 2000 AND MAY 1, 1999
(In thousands, except share amounts)

<TABLE>
<CAPTION>
                                        2001                        2000                      1999
                              ------------------------    ----------------------    ----------------------
                                Shares        Amount        Shares       Amount       Shares       Amount
                              ----------    ----------    ----------    --------    ----------    --------

<S>                           <C>           <C>           <C>           <C>         <C>           <C>
PREFERRED STOCK
Beginning and end of year        150,000    $      150       150,000    $    150       150,000    $    150
                              ==========    ----------    ==========    --------    ==========    --------

COMMON STOCK
Beginning of year             22,117,332           221    22,062,012         221    22,025,212         220
Stock options exercised           17,280            --        55,320          --        36,800           1
                              ----------    ----------    ----------    --------    ----------    --------
End of year                   22,134,612           221    22,117,332         221    22,062,012         221
                              ==========    ----------    ==========    --------    ==========    --------

ADDITIONAL PAID-IN CAPITAL
Beginning of year                               15,556                    15,304                    15,118
Stock options exercised                             82                       252                       186
                                            ----------                  --------                  --------
End of year                                     15,638                    15,556                    15,304
                                            ----------                  --------                  --------

RETAINED EARNINGS
Beginning of year                               94,725                    81,142                    67,973
Net income                                      14,980                    13,583                    13,169
                                            ----------                  --------                  --------
End of year                                    109,705                    94,725                    81,142
                                            ----------                  --------                  --------

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

TREASURY STOCK-COMMON
Beginning of year              3,939,034       (11,866)    3,673,054      (9,712)    3,530,724      (8,381)
Purchase of common stock          33,600          (260)      265,980      (2,154)      142,330      (1,331)
                              ----------    ----------    ----------    --------    ----------    --------
End of year                    3,972,634       (12,126)    3,939,034     (11,866)    3,673,054      (9,712)
                              ==========    ----------    ==========    --------    ==========    --------

TOTAL SHAREHOLDERS' EQUITY                  $  108,488                  $ 93,686                  $ 82,005
                                            ==========                  ========                  ========
</TABLE>

See accompanying Notes to Consolidated Financial Statements.


                                       16
<PAGE>   18

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE FISCAL YEARS ENDED APRIL 28, 2001, APRIL 29, 2000 AND MAY 1, 1999
(In thousands)

<TABLE>
<CAPTION>
                                                                       2001        2000        1999
                                                                     --------    --------    --------

<S>                                                                  <C>         <C>         <C>
OPERATING ACTIVITIES:
Net income                                                           $ 14,980    $ 13,583    $ 13,169
Adjustments to reconcile net income to net cash
   provided by (used in) operating activities:
       Depreciation and amortization                                   11,739      10,163       9,921
       Deferred income tax provision                                    2,329         582         181
       Loss (gain) on sale of assets                                       95      (3,364)         74
       Changes in assets and liabilities, net of acquisitions:
           Trade receivables                                           (1,948)       (677)      1,186
           Inventories                                                    786      (1,934)     (1,805)
           Prepaid and other assets                                    (4,002)     (3,441)     (3,859)
           Accounts payable                                                92       2,809      (6,839)
           Other liabilities, net                                      (2,604)      1,926      (5,290)
                                                                     --------    --------    --------
Net cash provided by operating activities                              21,467      19,647       6,738
                                                                     --------    --------    --------

INVESTING ACTIVITIES:
Property additions                                                     (6,049)     (8,559)     (6,772)
Proceeds from sale of assets                                               28       3,557          42
Acquisitions, net of cash acquired                                     (3,979)     (5,258)         --
                                                                     --------    --------    --------
Net cash used in investing activities                                 (10,000)    (10,260)     (6,730)
                                                                     --------    --------    --------

FINANCING ACTIVITIES:
Debt borrowings                                                            --       4,000          --
Debt repayments                                                        (9,106)     (8,334)     (8,726)
Borrowings (payments) on line of credit, net                           (1,000)     (2,000)      7,000
Purchase of common stock                                                 (260)     (2,154)     (1,331)
Proceeds from stock options exercised                                      42         103          82
                                                                     --------    --------    --------
Net cash used in financing activities                                 (10,324)     (8,385)     (2,975)
                                                                     --------    --------    --------

NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS                         1,143       1,002      (2,967)

CASH AND EQUIVALENTS - BEGINNING OF YEAR                               38,482      37,480      40,447
                                                                     --------    --------    --------

CASH AND EQUIVALENTS - END OF YEAR                                   $ 39,625    $ 38,482    $ 37,480
                                                                     ========    ========    ========

OTHER CASH FLOW INFORMATION:
Interest paid                                                        $  2,450    $  2,867    $  2,909
Income taxes paid                                                      10,616       7,366       7,071
</TABLE>

See accompanying Notes to Consolidated Financial Statements.


                                       17
<PAGE>   19

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

National Beverage Corp. (the "Company") is a holding company for various
subsidiaries that develop, manufacture, market and distribute a complete
portfolio of cola and multi-flavored soft drinks, juice drinks, water and
specialty beverages. Substantially all of the Company's brands are produced in
its sixteen manufacturing facilities, which are strategically located in major
metropolitan markets across the continental United States.

BASIS OF PRESENTATION

The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All significant intercompany balances
have been eliminated. The Company's fiscal year ends the Saturday closest to
April 30th. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Although these estimates are based on
management's knowledge of current events and actions it may undertake in the
future, they may ultimately differ from actual results. Certain prior year
amounts have been reclassified to conform to the fiscal 2001 presentation.

CASH AND EQUIVALENTS

Cash and equivalents are comprised of cash and highly liquid securities
(consisting primarily of short-term money-market investments) with an original
maturity or redemption option of three months or less.

CREDIT RISK

The Company sells products to a variety of customers and extends credit based on
an evaluation of the customer's financial condition, generally without requiring
collateral. Exposure to losses on receivables varies by customer principally due
to the financial condition of each customer. The Company monitors its exposure
to credit losses and maintains allowances for anticipated losses. At April 28,
2001, the Company did not have any customers that comprised more than 10% of
trade receivables while, at April 29, 2000, one customer represented
approximately 13% of trade receivables. No one customer accounted for more than
10% of net sales for fiscal 2001, 2000 or 1999.

CUSTOMER CONTRACTS

The Company incurs certain costs related to long-term contractual relationships
with national and regional retailers to manufacture and market Company and
retailer branded products. These costs are deferred and amortized based on the
contractual unit volume or the straight-line method over the lesser of the
period of benefit or the non-cancelable period of the contract. It is the
Company's policy to periodically review and evaluate the future benefits
associated with these costs to determine that deferral and amortization is
justified. Of these costs, amounts associated with remaining periods of one year
or less are included in other current assets and all other amounts are included
in other assets. Advertising costs are expensed as incurred.


                                       18
<PAGE>   20

INVENTORIES

Inventories are stated at the lower of first-in, first-out cost or market.
Inventories at April 28, 2001 are comprised of finished goods of $17,721,000 and
raw materials of $14,026,000. Inventories at April 29, 2000 are comprised of
finished goods of $15,377,000 and raw materials of $13,679,000.

PROPERTY

Property is recorded at cost. Depreciation is computed by the straight-line
method over estimated useful lives of 7 to 30 years for buildings and
improvements, and 3 to 15 years for machinery and equipment. When assets are
retired or otherwise disposed of, the cost and accumulated depreciation are
removed from the respective accounts and any related gain or loss is recognized.
Maintenance and repair costs are charged to expense as incurred, and renewals
and improvements that extend the useful lives of assets are capitalized.

INTANGIBLE ASSETS

Intangible assets consist of goodwill, trademarks, formulas and customer lists
at costs assigned at the date of acquisition and are amortized on a
straight-line basis over estimated useful lives ranging from 10 to 40 years.
Intangible assets at April 28, 2001 and April 29, 2000 consisted of the
following:

<TABLE>
<CAPTION>
                                           (In thousands)
                                        2001            2000
                                      --------        --------

<S>                                   <C>             <C>
Goodwill                              $ 17,218        $ 17,122
Other                                    5,063           5,013
                                      --------        --------
Total                                   22,281          22,135
Less accumulated amortization           (7,022)         (6,381)
                                      --------        --------
Net                                   $ 15,259        $ 15,754
                                      ========        ========
</TABLE>

IMPAIRMENT OF LONG-LIVED ASSETS

All long-lived assets, including goodwill and other intangible assets, are
evaluated for impairment on the basis of undiscounted cash flows whenever events
or changes in circumstances indicate that the carrying amount of an asset may
not be recoverable. An impaired asset is written down to its estimated fair
market value based on the best information available. Estimated fair market
value is generally measured by discounting future cash flows.

CHANGES IN ACCOUNTING STANDARDS

In May 2000, the Emerging Issues Task Force ("EITF") reached a consensus on
Issue 00-14, "Accounting for Certain Sales Incentives", which requires the cost
of consumer coupons and other sales incentives to be classified as a reduction
of revenues. In addition, in April 2001, the EITF reached a consensus on Issue
00-25, "Vendor Income Statement Characterization of Consideration from a Vendor
to a Retailer", which requires slotting costs and other payments made to
retailers to be classified as a reduction of revenue. The Company currently
classifies certain sales incentives and payments to retailers as "Selling,
general and administrative expenses". The Company will adopt EITF 00-14 and EITF
00-25 in fiscal 2002 and has not yet made a determination of the impact on its
consolidated financial statements.

In June 2001, the FASB issued SFAS No. 141 "Business Combinations" and SFAS No.
142 "Goodwill and Other Intangible Assets". SFAS No. 141, which addresses
financial accounting and reporting for business combinations, requires the
purchase method of accounting to be used for business combinations initiated
after June 30, 2001. SFAS No. 142 changes the accounting for goodwill from an
amortization method to an impairment approach and is effective for fiscal years


                                       19
<PAGE>   21

beginning after December 15, 2001. The Company has not yet made a determination
of the impact of SFAS No. 141 and SFAS No. 142 on its consolidated financial
statements.

INSURANCE PROGRAMS

The Company maintains self-insured and deductible programs for certain
liability, medical and workers' compensation exposures. The Company accrues for
known claims and estimated incurred but not reported claims not otherwise
covered by insurance.

REVENUE RECOGNITION

Revenue from product sales is recognized by the Company when title and risk of
loss passes to the customer, which generally occurs upon delivery.

SHIPPING AND HANDLING COSTS

Shipping and handling costs are reported in "Selling, general and administrative
expenses" in the accompanying statements of income. Such costs aggregated $37.0
million in fiscal 2001, $31.2 million in fiscal 2000, and $28.8 million in
fiscal 1999.

NET INCOME PER SHARE

Basic net income per share is computed by dividing net income by the
weighted-average number of common shares outstanding. Diluted net income per
share includes the dilutive effect of stock options.

SEGMENT REPORTING

The Company operates in a single operating segment for purposes of presenting
financial information and evaluating performance. As such, the accompanying
consolidated financial statements present financial information in a format that
is consistent with the internal financial information used by management.

2. ACQUISITIONS

In September 2000, the Company acquired certain operations and assets of
Beverage Canners International, Inc., a Miami-based producer and distributor of
carbonated soft drinks and sparkling waters. The assets acquired included a
leased manufacturing facility, inventory, and the Ritz(R) and Crystal Bay(R)
brands. The acquisition has been accounted for using the purchase method of
accounting and, accordingly, the purchase price has been allocated to the assets
acquired based upon their estimated fair values at the date of acquisition.
Operating results of the acquired business, which are not material to
consolidated results, have been included in the consolidated statements of
income from the date of acquisition.

In May 1999, the Company acquired the operations and assets of Home Juice, a
Chicago-based producer and distributor of premium juice and juice products. The
assets acquired included a manufacturing facility, receivables, inventory and
the Mr. Pure(R) and Home Juice(R) trademarks. The operating results of Home
Juice, which are not material to consolidated results, have been included in the
consolidated statements of income from the date of acquisition. The acquisition
has been accounted for using the purchase method.


                                       20
<PAGE>   22

3. PROPERTY

Property at April 28, 2001 and April 29, 2000 consisted of the following:

<TABLE>
<CAPTION>
                                             (In thousands)
                                         2001              2000
                                      ----------        ----------

<S>                                   <C>               <C>
Land                                  $   10,625        $   10,617
Buildings and improvements                35,088            34,416
Machinery and equipment                   94,356            89,345
                                      ----------        ----------
Total                                    140,069           134,378
Less accumulated depreciation            (77,854)          (71,948)
                                      ----------        ----------
Property - net                        $   62,215        $   62,430
                                      ==========        ==========
</TABLE>

Depreciation expense was $7,996,000 for fiscal 2001, $6,966,000 for fiscal 2000,
and $6,498,000 for fiscal 1999. Other income for the fourth quarter of fiscal
2000 includes a gain of $3.4 million from the sale of a residual interest in an
operating lease.

4. ACCRUED LIABILITIES

Accrued liabilities at April 28, 2001 and April 29, 2000 consisted of the
following:

<TABLE>
<CAPTION>
                                      (In thousands)
                                   2001            2000
                                 --------        --------

<S>                              <C>             <C>
Accrued promotions               $  5,951        $  5,350
Accrued compensation                5,595           5,343
Other accrued liabilities           8,585           8,953
                                 --------        --------
Total                            $ 20,131        $ 19,646
                                 ========        ========
</TABLE>

5. DEBT

Long-term debt at April 28, 2001 and April 29, 2000 consisted of the following:

<TABLE>
<CAPTION>
                                 (In thousands)
                              2001            2000
                            --------        --------

<S>                         <C>             <C>
Senior Notes                $     --        $  8,333
Credit Facilities              4,000           5,000
Term Loan Facilities          19,900          20,600
Other                            236              --
                            --------        --------
Total                       $ 24,136        $ 33,933
                            ========        ========
</TABLE>

A subsidiary of National Beverage Corp. had outstanding 9.95% unsecured senior
notes in the original principal amount of $50 million (the "Senior Notes"), of
which the final annual installment of $8.3 million was paid on November 1, 2000.
Additionally, certain subsidiaries maintain unsecured revolving credit
facilities aggregating $48 million (the "Credit Facilities") and unsecured term
loan facilities ("Term Loan Facilities") with banks. The Credit Facilities
expire December 10, 2002 and bear interest at 1/2% below the banks' reference
rates or 1% above LIBOR, at the subsidiaries' election. The Term Loan Facilities
are repayable in installments through July 31, 2004, and bear interest at the
banks' reference rates or 1 1/4% above LIBOR, at the subsidiaries' election. The
Company intends to utilize its existing long-term Credit Facilities to fund the
current principal payments due on its Term Loan Facilities.


                                       21
<PAGE>   23

Certain of the Company's debt agreements contain restrictions which require
subsidiaries to maintain certain financial ratios and minimum net worth, and
limit subsidiaries with respect to incurring additional indebtedness, paying
cash dividends and making certain loans, advances or other investments. These
restrictions are not expected to have a material adverse impact on the
operations of the Company. At April 28, 2001, retained earnings of approximately
$38 million were available for distribution and the Company was in compliance
with all loan covenants.

The long-term portion of debt at April 28, 2001 matures as follows:

<TABLE>
<CAPTION>
                (In thousands)

<S>             <C>
Fiscal 2003        $14,136
Fiscal 2004          9,400
Fiscal 2005            600
                   -------
                   $24,136
                   =======
</TABLE>

The fair value of debt has been estimated using discounted cash-flow models
incorporating discount rates based on current market interest rates for similar
types of instruments. At April 28, 2001 and April 29, 2000, the difference
between the estimated fair value and the carrying value of debt instruments was
not material.

6. CAPITAL STOCK AND TRANSACTIONS WITH RELATED PARTIES

In January 1998, the Board of Directors authorized the Company to repurchase up
to 800,000 shares of its common stock. In fiscal 2001 and 2000, the Company
purchased 33,600 shares and 265,980 shares, respectively, of common stock on the
open market. Such shares are classified as treasury stock.

The Company is a party to a management agreement with Corporate Management
Advisors, Inc. ("CMA"), a corporation owned by the Company's Chairman and Chief
Executive Officer. Under the agreement, the employees of CMA provide the Company
with corporate finance, strategic planning, business development and other
management services for an annual base fee equal to one percent of consolidated
net sales, plus incentive compensation based on certain factors to be determined
by the Compensation Committee of the Company's Board of Directors. The Company
incurred fees to CMA of $4.8 million, $4.3 million and $4.0 million for fiscal
2001, 2000 and 1999, respectively. No incentive compensation has been incurred
or approved under the management agreement since its inception. Included in
accounts payable in the accompanying consolidated balance sheets at April 28,
2001 and April 29, 2000 were amounts due CMA of $430,000 and $879,000,
respectively.

7. INCOME TAXES

The provision for income taxes consists of the following:

<TABLE>
<CAPTION>
                            (In thousands)
                   2001          2000          1999
                  ------        ------        ------

<S>               <C>           <C>           <C>
Current           $6,907        $7,720        $7,687
Deferred           2,329           582           181
                  ------        ------        ------
Total             $9,236        $8,302        $7,868
                  ======        ======        ======
</TABLE>


                                       22
<PAGE>   24

The reconciliation of the statutory federal income tax rate to the Company's
effective tax rate is as follows:

<TABLE>
<CAPTION>
                                                    2001        2000        1999
                                                    ----        ----        ----

<S>                                                 <C>         <C>         <C>
Statutory federal income tax rate                   35.0%       35.0%       35.0%
State income taxes, net of federal benefit           2.5         2.4         2.5
Goodwill and other permanent differences              .6          .8          .8
Other, net                                            --         (.3)        (.9)
                                                    ----        ----        ----
Effective income tax rate                           38.1%       37.9%       37.4%
                                                    ====        ====        ====
</TABLE>

The Company provides deferred income taxes based on the difference between the
financial statement and tax bases of assets and liabilities. A valuation
allowance is established when it is deemed, more likely than not, that the
benefit of deferred tax assets will not be realized. The Company's deferred tax
assets and liabilities as of April 28, 2001 and April 29, 2000 consisted of the
following:

<TABLE>
<CAPTION>
                                                     (In thousands)
                                                  2001            2000
                                                --------        --------

<S>                                             <C>             <C>
Deferred tax assets:
    Accrued expenses and other                  $  3,477        $  3,941
    Inventory and amortizable assets                 522             238
                                                --------        --------
    Total deferred tax assets                      3,999           4,179
Deferred tax liabilities:
    Property and intangibles                      12,874          10,725
                                                --------        --------
Net deferred tax liabilities                    $  8,875        $  6,546
                                                ========        ========
</TABLE>

8. LEASES

Future minimum rental commitments for non-cancelable operating leases at April
28, 2001 are as follows:

<TABLE>
<CAPTION>
                                   (In thousands)

<S>                                <C>
Fiscal 2002                           $ 6,703
Fiscal 2003                             5,146
Fiscal 2004                             4,477
Fiscal 2005                             2,778
Fiscal 2006                             1,581
Thereafter                              2,074
                                      -------
Total minimum lease payments          $22,759
                                      =======
</TABLE>

Rental expense was $10,164,000 for fiscal 2001, $8,179,000 for fiscal 2000, and
$6,605,000 for fiscal 1999.

9. INCENTIVE AND RETIREMENT PLANS

Long-term incentive compensation for executives is administered through the
Company's 1991 Omnibus Incentive Plan (the "Omnibus Plan"), which provides for
compensatory awards consisting of (i) stock options or stock awards for up to
1,400,000 shares of common stock of the Company, (ii) stock appreciation rights,
dividend equivalents, other stock-based awards in amounts up to 1,400,000 shares
of common stock of the Company and (iii) performance awards consisting of any
combination of the above. The Omnibus Plan is designed to provide an incentive
to the officers


                                       23
<PAGE>   25

(including those who are also directors) and certain other key employees and
consultants of the Company by making available to them an opportunity to acquire
a proprietary interest or to increase such interest in the Company. The number
of shares or options which may be issued under stock based awards to an
individual is limited to 700,000 during any year. Awards may be granted for no
cash consideration or such minimal cash consideration as may be required by law.
Options generally vest over a five-year period and expire after ten years.

Pursuant to a Special Stock Option plan, the Company has authorized the issuance
of options to purchase up to an aggregate of 400,000 shares of common stock.
Options may be granted for such consideration as determined by the Board or a
Committee of the Board. The Company also authorized the issuance of options to
purchase up to 50,000 shares of common stock to be issued at the direction and
discretion of the Chairman.

In March 1997, the Company's Board of Directors adopted the Key Employee Equity
Partnership Program ("KEEP"), which provides for the granting of stock options
to purchase up to 50,000 shares of common stock to key employees, consultants,
and officers of the Company. Participants who purchase shares of the Company's
stock in the open market receive grants of stock options equal to 50% of the
number of shares purchased, up to a maximum of 6,000 shares in any two-year
period. Options under the KEEP program are automatically forfeited in the event
of the sale of shares originally acquired by the participant. The options are
granted at an initial exercise price of 60% of the purchase price paid for the
shares acquired and reduces to the par value of the Company's stock at the end
of the six-year vesting period. The difference between the exercise price and
the fair market value of the stock on date of grant is amortized over the
vesting period.

The Company's 1991 Stock Purchase Plan (the "Stock Purchase Plan") provides for
the purchase of up to 640,000 shares of common stock by employees of the Company
who (i) have been employed by the Company for at least two years, (ii) are not
part-time employees of the Company and (iii) are not owners of five percent (5%)
or more of the common stock of the Company. As of April 28, 2001, no shares have
been issued under the Stock Purchase Plan.

The following is a summary of stock option activity:

<TABLE>
<CAPTION>
                                                     2001
                                            ---------------------
                                                         Weighted
                                                         Average
                                                         Exercise      2000          1999
                                              Shares      Price       Shares        Shares
                                            ----------   --------   ----------    ----------

<S>                                         <C>          <C>        <C>           <C>
Options outstanding, beginning of year       1,121,956    $ 3.28     1,191,276     1,108,086
Options granted                                208,700      7.26         8,000       123,300
Options exercised                              (17,280)     2.65       (55,320)      (36,800)
Options canceled                               (39,360)    10.61       (22,000)       (3,310)
                                            ----------              ----------    ----------
Options outstanding, end of year             1,274,016      3.71     1,121,956     1,191,276
                                            ==========              ==========    ==========

Options exercisable, end of year               954,106                 920,812       804,920
Options available for grant, end of year       386,824                 586,164       572,164
</TABLE>


                                       24
<PAGE>   26

The following is a summary of stock options outstanding at April 28, 2001:

<TABLE>
<CAPTION>
                          Options Outstanding               Options Exercisable
                 -------------------------------------     ---------------------
                  Weighted
                   Average                    Weighted                  Weighted
                  Remaining                   Average                   Average
   Range of      Contractual                  Exercise                  Exercise
Exercise Price      Life         Shares        Price        Shares       Price
- --------------   -----------    ---------     --------     --------     --------

<S>              <C>            <C>           <C>          <C>          <C>
   $ .13           1 year          88,000      $  .13        88,000      $  .13
 $.38-$.63         1 year          73,600         .48        73,600         .48
   $1.25           1 year          54,400        1.25        54,400        1.25
$1.97-$2.56       3 years         567,400        2.17       567,400        2.17
$4.13-$4.95       7 years          14,800        4.54         5,600        4.75
   $5.00          5 years         151,100        5.00       120,880        5.00
$5.06-$6.43       7 years          34,766        5.81         8,706        6.05
   $7.38          10 years        201,150        7.38             0        7.38
   $9.88          7 years          88,800        9.88        35,520        9.88
                                ---------                  --------
                                1,274,016        3.71       954,106        2.49
                                =========                  ========
</TABLE>

The option price range for all options outstanding at the end of the fiscal year
was $.13 to $9.88 for 2001 and $.13 to $13.50 for 2000 and 1999. The option
price range for options exercised during the fiscal year was $2.09 to $5.00 for
2001 and $.63 to $5.00 for 2000 and 1999.

The Company applies Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" ("APB 25"), and related interpretations, in
accounting for stock-based awards to employees. Under APB 25, the Company
generally recognizes no compensation expense with respect to such awards unless
the exercise price of options granted is less than the market price on the date
of grant.

Pro forma information regarding net income and earnings per share is required by
Statement of Financial Accounting Standards No. 123, "Accounting and Disclosure
of Stock-Based Compensation" ("SFAS 123") for awards granted after December 15,
1994, as if the Company had accounted for its stock-based awards to employees
under the fair value method of SFAS 123. The fair value of stock option grants
was estimated using a Black-Scholes option pricing model with the following
assumptions used for grants: expected life of 10 years; volatility factor of 45%
for 2001, 46% for 2000, and 48% for 1999; risk free interest rates of
approximately 5% for 2001 and 6% for 2000 and 1999; and no dividend payments.
The weighted average fair value of options granted during the fiscal year was
$5.04 for 2001, $6.46 for 2000, and $6.53 for 1999. Had compensation cost for
the Company's options plans been determined and recorded consistent with the
Black-Scholes option pricing model in accordance with SFAS 123, the Company's
net income and earnings per share for fiscal 2001, 2000 and 1999 would have been
reduced on a pro forma basis by less than $200,000 ($.01 per share) for each
year.

The Company contributes to various defined contribution retirement plans (which
cover employees under various collective bargaining agreements) and
discretionary profit sharing plans (which cover all non-union employees).
Contributions were $1,490,000 for fiscal 2001, $1,289,000 for fiscal 2000, and
$1,084,000 for fiscal 1999.


                                       25
<PAGE>   27

10. COMMITMENTS AND CONTINGENCIES

From time to time, the Company is a party to various litigation matters arising
in the ordinary course of business. In the opinion of management, the ultimate
disposition of such matters will not have a material adverse effect on the
Company's consolidated financial position or results 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.

11. QUARTERLY FINANCIAL DATA (UNAUDITED)

<TABLE>
<CAPTION>
                                    (In thousands, except per share amounts)
                                   First       Second      Third       Fourth
                                  Quarter     Quarter     Quarter     Quarter
                                  --------    --------    --------    --------

<S>                               <C>         <C>         <C>         <C>
Fiscal 2001
- -----------
Net sales                         $140,226    $120,760    $ 97,096    $122,333
Gross profit                        46,053      38,917      30,249      41,453
Net income                           6,950       3,315         532       4,183
Net income per common share:
    Basic                         $    .38    $    .18    $    .03    $    .23
    Diluted                       $    .37    $    .18    $    .03    $    .22

Fiscal 2000
- -----------
Net sales                         $130,085    $105,111    $ 83,130    $107,943
Gross profit                        43,515      34,405      26,255      35,849
Net income                           6,611       2,847         115       4,010
Net income per common share:
    Basic                         $    .35    $    .16    $    .01    $    .22
    Diluted                       $    .34    $    .15    $    .01    $    .21
</TABLE>


                                       26
<PAGE>   28

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and
Shareholders of National Beverage Corp.

In our opinion, the consolidated financial statements listed in the index
appearing under Item 14(a)(1) on page 29 present fairly, in all material
respects, the financial position of National Beverage Corp. and its subsidiaries
at April 28, 2001 and April 29, 2000, and the results of their operations and
their cash flows for each of the three years in the period ended April 28, 2001,
in conformity with accounting principles generally accepted in the United States
of America. In addition, in our opinion, the financial statement schedules
listed in the index appearing under Item 14(a)(2) on page 29 present fairly, in
all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements. These financial
statements and financial statement schedules are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements and financial statement schedules based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Miami, Florida
July 20, 2001


                                       27
<PAGE>   29

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

None

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information concerning directors and the nominees for director of National
Beverage Corp. is included under the caption "Election of Directors" and
"Information as to Nominees and Other Directorships" in the Company's Proxy
Statement for the Annual Meeting of Shareholders to be filed on or before August
27, 2001 and is hereby incorporated by reference.

The following table sets forth certain information with respect to the officers
of the Registrant as of April 28, 2001.

<TABLE>
<CAPTION>
         Name                        Age       Position with Company
         ----                        ---       ---------------------

         <S>                         <C>       <C>
         Nick A. Caporella(1)         65       Chairman of the Board, Chief
                                               Executive Officer, President and
                                               Chief Financial Officer

         Joseph G. Caporella(2)       41       Executive Vice President and Secretary

         George R. Bracken(3)         55       Senior Vice President - Finance

         Dean A. McCoy(4)             44       Senior Vice President - Controller
</TABLE>

(1)      Mr. Nick A. Caporella has served as Chairman of the Board, Chief
         Executive Officer, Chief Financial Officer, and Director since the
         Company's inception in 1985. Mr. Caporella also serves as Chairman of
         the Nominating Committee. Prior to March 11, 1994, Mr. Caporella served
         as President and Chief Executive Officer (since 1976) and Chairman of
         the Board (since 1989) of Burnup & Sims Inc. Since January 1, 1992, Mr.
         Caporella's services have been provided to the Company by Corporate
         Management Advisors, Inc., a company which he owns.

(2)      Mr. Joseph G. Caporella has served as Executive Vice President and
         Secretary since January 1991 and Director since January 1987. Joseph G.
         Caporella is the son of Nick A. Caporella.

(3)      Mr. George R. Bracken was named Senior Vice President - Finance in
         October 2000 and, prior to that date, served as Vice President and
         Treasurer since October 1996.

(4)      Mr. Dean A. McCoy was named Senior Vice President - Controller in
         October 2000 and, prior to that date, served as Vice President -
         Controller since July 1993.

All officers serve until their successors are chosen and may be removed at any
time by the Board of Directors. Officers are normally elected each year at the
first meeting of the Board of Directors after the annual meeting of
shareholders.


                                       28
<PAGE>   30

ITEM 11. EXECUTIVE COMPENSATION

National Beverage Corp. 2001 Proxy Statement, which will be filed on or before
August 27, 2001, is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT

National Beverage Corp. 2001 Proxy Statement, which will be filed on or before
August 27, 2001, is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

National Beverage Corp. 2001 Proxy Statement, which will be filed on or before
August 27, 2001, is incorporated herein by reference.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>

                                                                                               PAGE
<S>                                                                                            <C>
(A)   1. FINANCIAL STATEMENTS
         The following consolidated financial statements of National Beverage Corp.
         and subsidiaries are included herein:
             Consolidated Balance Sheets                                                        14
             Consolidated Statements of Income                                                  15
             Consolidated Statements of Shareholders' Equity                                    16
             Consolidated Statements of Cash Flows                                              17
             Notes to Consolidated Financial Statements                                         18
             Report of Independent Certified Public Accountants                                 27
      2. FINANCIAL STATEMENT SCHEDULES
         The following are included herein:
             Schedule I - Condensed Financial Information of Registrant                         33
             Schedule II - Valuation and Qualifying Accounts                                    37
         Schedules other than those listed above have been omitted since they
         are either not applicable, not required or the information is included
         elsewhere herein.
      3. EXHIBITS
         See Exhibit Index which follows.

(B)      REPORTS ON FORM 8-K
         No reports on Form 8-K were filed for the quarter ended April 28, 2001.
</TABLE>


                                       29
<PAGE>   31

EXHIBIT INDEX

<TABLE>
<CAPTION>
      Exhibit No.          Description
      -----------          -----------

      <S>                  <C>
          3.1              Restated Certificate of Incorporation(1)

          3.2              Amended and Restated By-Laws(1)

         10.1              Management Agreement between the Company and Corporate
                           Management Advisors, Inc.(2)

         10.2              National Beverage Corp. Investment and Profit Sharing Plan(1)

         10.3              National Beverage Corp. 1991 Omnibus Incentive Plan(2)

         10.4              National Beverage Corp. 1991 Stock Purchase Plan(2)

         10.5              Credit Agreement, dated as of September 23, 1993,
                           between NewBevCo, Inc. and the lender therein(3)

         10.6              Agreement, dated March 11, 1994, between Burnup
                           & Sims Inc. and National Beverage Corp.(4)

         10.7              First Amendment to Credit Agreement, dated November
                           10, 1994, between NewBevCo and lender therein(5)

         10.8              Second Amendment to Credit Agreement, dated November
                           21, 1995, between NewBevCo and lender therein(6)

         10.9              Third Amendment to Credit Agreement, dated February 29,
                           1996, between NewBevCo and lender therein(7)

         10.10             Fourth Amendment to Credit Agreement, dated April 24,
                           1996, between NewBevCo and lender therein(7)

         10.11             Fifth Amendment to Credit Agreement, dated November
                           14, 1996, between NewBevCo and lender therein(8)

         10.12             Term Loan Credit Agreement, dated February 29, 1996,
                           between NewBevCo and lender therein(7)

         10.13             Letter Modification to Term Loan Credit Agreement dated
                           April 24, 1996, between NewBevCo and lender therein(7)

         10.14             Amendment No. 1 to the National Beverage Corp. Omnibus
                           Incentive Plan(7)

         10.15             Special Stock Option Plan(9)
</TABLE>


                                       30
<PAGE>   32

<TABLE>
         <S>               <C>
         10.16             Amendment No. 2 to the National Beverage Corp. Omnibus
                           Incentive Plan(10)

         10.17             Key Employee Equity Partnership Program(10)

         10.18             Amended and Restated Credit Agreement, dated December
                           10, 1998, between NewBevCo and lender therein(11)

         10.19             Third Amendment to Term Loan Credit Agreement, dated
                           June 7, 1999, between NewBevCo and lender therein(11)

         21.1              Subsidiaries of Registrant(12)

         23.1              Consent of Independent Certified Public Accountants(12)
</TABLE>

(1)      Previously filed with the Securities and Exchange Commission as an
         exhibit to the Form S-1 Registration Statement (File No. 33-38986) on
         February 19, 1991 and is incorporated herein by reference.

(2)      Previously filed with the Securities and Exchange Commission as an
         exhibit to Amendment No. 1 to Form S-1 Registration Statement (File No.
         33-38986) on July 26, 1991 and is incorporated herein by reference.

(3)      Previously filed with the Securities and Exchange Commission as an
         exhibit to Quarterly Report on Form 10-Q for the fiscal period ended
         October 30, 1993 and is incorporated herein by reference.

(4)      Previously filed with the Securities and Exchange Commission as an
         exhibit to Quarterly Report on Form 10-Q for the fiscal period ended
         January 29, 1994 and is incorporated herein by reference.

(5)      Previously filed with the Securities and Exchange Commission as an
         exhibit to Quarterly Report on Form 10-Q for the fiscal period ended
         October 29, 1994 and is incorporated herein by reference.

(6)      Previously filed with the Securities and Exchange Commission as an
         exhibit to Quarterly Report on Form 10-Q for the fiscal period ended
         January 27, 1996 and is incorporated herein by reference.

(7)      Previously filed with the Securities and Exchange Commission as an
         exhibit to Annual Report on Form 10-K for the fiscal year ended April
         27, 1996 and is incorporated herein by reference.

(8)      Previously filed with the Securities and Exchange Commission as an
         exhibit to Quarterly Report on Form 10-Q for the fiscal period ended
         January 25, 1997 and is incorporated herein by reference.

(9)      Previously filed with the Securities and Exchange Commission as an
         exhibit to Registration Statement on Form S-8 (File No. 33-95308) on
         August 1, 1995 and is incorporated herein by reference.

(10)     Previously filed with the Securities and Exchange Commission as an
         exhibit to Annual Report on Form 10-K for the fiscal year ended May 3,
         1997 and is incorporated herein by reference.

(11)     Previously filed with the Securities and Exchange Commission as an
         exhibit to Annual Report on Form 10-K for the fiscal year ended May 1,
         1999 and is incorporated herein by reference.

(12)     Filed herein.


                                       31
<PAGE>   33

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

NATIONAL BEVERAGE CORP.
(Registrant)


/s/ Dean A. McCoy                                     Date: July 26, 2001
- --------------------------------------------------
Dean A. McCoy
Senior Vice President - Controller
(Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.


/s/ Nick A. Caporella                                 Date: July 26, 2001
- --------------------------------------------------
Nick A. Caporella
President and Chief Executive Officer and
Chairman of the Board (Principal Executive and
Financial Officer)


/s/ Joseph G. Caporella                               Date: July 26, 2001
- --------------------------------------------------
Joseph G. Caporella
Executive Vice President and Secretary


/s/ Samuel C. Hathorn, Jr.                            Date: July 26, 2001
- --------------------------------------------------
Samuel C. Hathorn, Jr.
Director


/s/ S. Lee Kling                                      Date: July 26, 2001
- --------------------------------------------------
S. Lee Kling
Director


/s/ Joseph P. Klock, Jr.                              Date: July 26, 2001
- --------------------------------------------------
Joseph P. Klock, Jr.
Director


                                       32
<PAGE>   34

SCHEDULE I

NATIONAL BEVERAGE CORP. (PARENT COMPANY)
CONDENSED BALANCE SHEETS
AS OF APRIL 28, 2001 AND APRIL 29, 2000
(In thousands, except share amounts)

<TABLE>
<CAPTION>
                                                                                       2001          2000
                                                                                    ----------    ----------

<S>                                                                                 <C>           <C>
ASSETS
Current assets:
  Cash and equivalents                                                              $   10,215    $   10,104
  Deferred income taxes                                                                  1,333         1,465
                                                                                    ----------    ----------
  Total current assets                                                                  11,548        11,569
Investment in subsidiaries - net                                                       107,213        92,049
                                                                                    ----------    ----------
                                                                                    $  118,761    $  103,618
                                                                                    ==========    ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Income taxes payable                                                              $       65    $    1,921
Deferred income taxes                                                                   10,208         8,011
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 22,134,612 shares (2001) and 22,117,332 shares (2000);
    outstanding: 18,161,978 shares (2001) and 18,178,298 shares (2000)                     221           221
  Additional paid-in capital                                                            15,638        15,556
  Retained earnings                                                                    109,705        94,725
  Treasury stock-at cost:
    Preferred stock - 150,000 shares                                                    (5,100)       (5,100)
    Common stock - 3,972,634 shares (2001) and 3,939,034 shares (2000)                 (12,126)      (11,866)
                                                                                    ----------    ----------
  Total shareholders' equity                                                           108,488        93,686
                                                                                    ----------    ----------
                                                                                    $  118,761    $  103,618
                                                                                    ==========    ==========
</TABLE>

See accompanying Notes to Condensed Financial Statements.


                                       33
<PAGE>   35

SCHEDULE I (CONTINUED)

NATIONAL BEVERAGE CORP. (PARENT COMPANY)
CONDENSED STATEMENTS OF INCOME
FOR THE FISCAL YEARS ENDED APRIL 28, 2001, APRIL 29, 2000 AND MAY 1, 1999
(In thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                             2001        2000        1999
                                                           --------    --------    --------

<S>                                                        <C>         <C>         <C>
Equity in pre-tax earnings of consolidated subsidiaries    $ 24,216    $ 21,885    $ 21,037

Provision for income taxes                                    9,236       8,302       7,868
                                                           --------    --------    --------

Net income                                                 $ 14,980    $ 13,583    $ 13,169
                                                           ========    ========    ========

Net income per share-
  Basic                                                    $    .82    $    .74    $    .71
                                                           ========    ========    ========
  Diluted                                                  $    .80    $    .71    $    .68
                                                           ========    ========    ========

Average common shares outstanding-
  Basic                                                      18,160      18,321      18,474
                                                           ========    ========    ========
  Diluted                                                    18,840      19,018      19,278
                                                           ========    ========    ========
</TABLE>

See accompanying Notes to Condensed Financial Statements.


                                       34
<PAGE>   36

SCHEDULE I (CONTINUED)

NATIONAL BEVERAGE CORP. (PARENT COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE FISCAL YEARS ENDED APRIL 28, 2001, APRIL 29, 2000, AND MAY 1, 1999
(In thousands)

<TABLE>
<CAPTION>
                                                                  2001        2000        1999
                                                                --------    --------    --------

<S>                                                             <C>         <C>         <C>
OPERATING ACTIVITIES:
Net income                                                      $ 14,980    $ 13,583    $ 13,169
Adjustments to reconcile net income to net cash
     provided by (used in) operating activities:
       Deferred income tax provision                               2,329         582         181
       Undistributed equity in net income of
         consolidated subsidiaries                               (14,980)    (13,583)    (13,169)
       Changes in accounts payable and accrued liabilities            --          --      (1,480)
                                                                --------    --------    --------
Net cash provided by (used in) operating activities                2,329         582      (1,299)
                                                                --------    --------    --------

FINANCING ACTIVITIES:
Advances from (to) subsidiaries                                   (2,000)      1,522      12,405
Purchase of common stock                                            (260)     (2,154)     (1,331)
Proceeds from stock options exercised                                 42         103          82
                                                                --------    --------    --------
Net cash provided by (used in) financing activities               (2,218)       (529)     11,156
                                                                --------    --------    --------

NET INCREASE IN CASH AND EQUIVALENTS                                 111          53       9,857

CASH AND EQUIVALENTS - BEGINNING OF YEAR                          10,104      10,051         194
                                                                --------    --------    --------

CASH AND EQUIVALENTS - END OF YEAR                              $ 10,215    $ 10,104    $ 10,051
                                                                ========    ========    ========
</TABLE>

See accompanying Notes to Condensed Financial Statements.


                                       35
<PAGE>   37

Schedule I (CONTINUED)

NATIONAL BEVERAGE CORP. (PARENT COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS

The accompanying parent company financial statements of National Beverage Corp.
("NBC") should be read in conjunction with the consolidated financial statements
of NBC and its consolidated subsidiaries.

1.       BASIS OF PRESENTATION

         NBC is a holding company for various wholly-owned subsidiaries which
         are engaged in the manufacture and distribution of soft drinks and
         other beverages. NBC's investments in its wholly-owned subsidiaries are
         reported in these parent company financial statements using the equity
         method of accounting.

2.       LONG-TERM DEBT

         Certain subsidiaries of NBC have bank credit facilities outstanding.
         See Note 5 of Notes to Consolidated Financial Statements. These debt
         agreements contain restrictions which, among other things, limit the
         subsidiaries from paying cash dividends to the parent. As of April 28,
         2001, retained earnings of approximately $38 million were available for
         distribution.

3.       CAPITAL STOCK AND TRANSACTIONS WITH RELATED PARTIES

         See Note 6 of Notes to Consolidated Financial Statements for
         information related to capital stock and transactions with related
         parties.


                                       36
<PAGE>   38

SCHEDULE II

NATIONAL BEVERAGE CORP. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE FISCAL YEARS ENDED APRIL 28, 2001, APRIL 29, 2000, AND MAY 1, 1999
(In thousands)

<TABLE>
<CAPTION>
                                  Balance at                               Balance
                                  Beginning     Charged         Net         at End
         Description              of Period   to Expenses   Charge-Offs   of Period
         -----------              ---------   -----------   -----------   ---------

<S>                               <C>         <C>           <C>           <C>
YEAR ENDED APRIL 28, 2001:
Allowance for doubtful
accounts receivable                  $534         $182         $(157)        $559
                                     ====         ====         =====         ====

YEAR ENDED APRIL 29, 2000:
Allowance for doubtful
accounts receivable                  $671         $133         $(270)        $534
                                     ====         ====         =====         ====

YEAR ENDED MAY 1, 1999:
Allowance for doubtful accounts
receivable                           $715         $ 45         $ (89)        $671
                                     ====         ====         =====         ====
</TABLE>


                                       37
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21.1
<SEQUENCE>2
<FILENAME>g70700ex21-1.txt
<DESCRIPTION>SUBSIDIARIES OF REGISTRANT
<TEXT>

<PAGE>   1

EXHIBIT 21.1

SUBSIDIARIES OF REGISTRANT

<TABLE>
<CAPTION>
                                                                    Percentage
                                                  Jurisdiction       of Voting
Name of Subsidiary                              of Incorporation    Stock Owned
- ------------------                              ----------------    -----------

<S>                                             <C>                 <C>
BevCo Sales, Inc.                                   Delaware           100%

Beverage Corporation International, Inc.            Delaware           100%

Everfresh Beverages, Inc.                           Delaware           100%

Faygo Beverages, Inc.                               Michigan           100%

Faygo Sales Company                                   Texas            100%

Hayward Enterprises, Inc.                        North Carolina        100%

HJMP Corp.                                          Delaware           100%

National Beverage Vending Company                   Delaware           100%

National Retail Brands, Inc.                        Delaware           100%

NewBevCo, Inc.                                      Delaware           100%

PACO, Inc.                                          Delaware           100%

PETCO, Inc.                                         Delaware           100%

Shasta West, Inc.                                   Delaware           100%

Shasta Beverages, Inc.                              Delaware           100%

Shasta Beverages International, Inc.                Delaware           100%

Shasta Midwest, Inc.                                Delaware           100%

Shasta Northwest, Inc.                              Delaware           100%

Shasta Sales, Inc.                                  Delaware           100%

Shasta Sweetener Corp.                              Delaware           100%

Specialty Beverage Products, Inc.                   Delaware           100%

Winnsboro Beverage Packers, Inc.                    Delaware           100%
</TABLE>


                                       38
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>g70700ex23-1.txt
<DESCRIPTION>CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
<TEXT>

<PAGE>   1

EXHIBIT 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 0-19447) of National Beverage Corp. of our report
dated July 20, 2001 relating to the financial statements and financial statement
schedules, which appears in this Form 10-K.

PricewaterhouseCoopers LLP
Miami, Florida
July 20, 2001


                                       39
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
