<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

                Annual Report Pursuant to Section 13 or 15 (d) of
                       The Securities Exchange Act of 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

                         Commission file number 0-15464

                               RADVA CORPORATION
                               -----------------

             (Exact name of registrant as specified in its charter)

          Virginia                                               54-0715892
          --------                                               ----------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                        Drawer 2900 First Street Station
                             Radford, Virginia 24143
                                 (540) 639-2458
                        --------------------------------
          Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices

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

                     Common Stock, par value $.01 per share
                     --------------------------------------
                                (Title of class)

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 (par. 229.405 of this chapter) 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. [ ]

Aggregate market value of voting stock held by non-affiliates of the registrant
as of February 25, 2000 (see ITEM 5 for explanation of calculation): $1,023,563
                                                                     ----------

Number of shares of common stock outstanding as of February 25, 2000: 4,047,227

                                       1
<PAGE>   2
                       DOCUMENTS INCORPORATED BY REFERENCE


Part III incorporates information by reference to the registrant's proxy
statement for its annual meeting of stockholders scheduled for March 22, 2000.


                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS
--------------------------------


GENERAL DEVELOPMENT OF BUSINESS
-------------------------------

RADVA Corporation (the "Company") was organized in 1962 as a Virginia
corporation to engage in the production of molded and fabricated products from
expandable polystyrene. Historically, the Company has specialized in the
production of customized expanded polystyrene packaging materials used to
protect products during shipment; however, the Company developed a composite
building panel produced from expanded polystyrene and steel which it sold under
the trademark THERMASTRUCTURE. In November, 1995, The Company sold 80% interest
in its subsidiary, Thermastructure Ltd., which manufactured the building panels
and had rights to market licensing rights to territories in the United States
not previously licensed. During 1997, the Company reacquired 70% of common stock
of Thermastructure, Ltd increasing ownership to 90% of common stock. The Company
acquired the additional stock by giving up certain assets making this entire
transaction a noncash transaction. The Company and minority interest of
Thermastructure, Ltd transferred all of the assets and liabilities into a new
company, Thermastructure XT Corp, while maintaining the same ownership
percentages (90% for Company and 10% for minority interest). Thermastructure XT
Corp is consolidated into Company's financial statements. During 1998, the
Company acquired an additional 5% ownership in its consolidated subsidiary,
Thermastructure XT Corporation. Also, during 1998, the Company and its
subsidiary, Thermastructure XT, sold 95% of their assets and interest in the
composite building panel system. These assets were then transferred to a newly
organized company, ThermaSteel Corporation, which continues to market the system
worldwide. The Company acquired the remaining 5% of Thermastructure XT
Corporation in 1999 and dissolved Thermastructure XT in accordance with terms of
the sale of the building panel system.


INDUSTRY SEGMENTS
-----------------

The Company's operations have in the past included three principal industry
segments: the manufacture of protective packaging and similar materials, the
manufacture of THERMASTRUCTURE building panels and other building products, and
licensing and related machinery sales. The THERMASTRUCTURE building panel,
licensing, and machinery operations were sold in 1998, leaving protective
packaging and similar materials as the sole remaining industry segment.

PRINCIPAL CLASSES OF PRODUCTS
-----------------------------

The following table sets forth the approximate relative percentages of total net
revenues (after intersegment eliminations) generated by the principal classes of
products produced by the Company in each of its principal industry segments for
each of the past three fiscal years.

                                       2
<PAGE>   3
<TABLE>
<CAPTION>
      CLASS OF PRODUCT                           1999         1998         1997
      ----------------                           ----         ----         ----
<S>                                             <C>           <C>          <C>
PROTECTIVE PACKAGING AND
SIMILAR MATERIALS
   Protective Packaging                         100.0%        87.0%        86.0%


THERMASTRUCTURE Building Panels
   License fees & machinery sales                  .0%         2.8%         6.3%
   Panel sales & related revenue                   .0%        10.2%         7.7%
                                                -----        -----        -----

                                                100.0%       100.0%       100.0%
</TABLE>


PROTECTIVE PACKAGING PRODUCTS
-----------------------------

RADVA is an industry leader in the design and manufacture of shape molded and
fabricated foam products for material handling, protective packaging, specialty
designs, point of purchase displays, insulated shipping containers, and a
variety of other needs. RADVA products are used in businesses as varied as
consumer electronics, seafood, and furniture.

RADVA's shape molded product line includes a variety of flexible and rigid,
molded and fabricated items from foam resins. RADVA products are offered as
custom-fabricated solutions to customer needs, and as standard shapes and
containers. All products share the same high quality of manufacture.

More than 400 customers, including many Fortune 500 firms, count on RADVA
solutions to help them meet their own customer's needs in a quick,
cost-effective manner.

When RADVA was incorporated in 1962, its primary production material was
expanded polystyrene (EPS). EPS remains a significant base material because of
its low cost and relatively low environmental impact. However, RADVA products
also use a variety of other materials, depending upon the customer's need.
Common materials include ARCEL(R), GECET(R), R-MER(R), EPP and EPE, PE and PU
and thermoformed PVC and styrene.

RADVA is headquartered in Radford, Virginia, and has manufacturing facilities in
Radford and Portsmouth, Virginia. Each facility includes more than 75,000 square
feet of manufacturing and warehouse space with additional off-site warehousing.
More than 35 molding presses, including new, highly efficient Kurtz & Hirsch
machines enable RADVA to meet strict customer requirements quickly and with
consistent high quality. Complete prototype and drop testing capabilities, a
tool and die shop, and very strong supplier relationships enable the firm to
develop creative, cost-effective solutions for customers.

RADVA employs more than 120 people, and serves as one of the country's largest
three mid-Atlantic EPS recycling drop-off facilities.

                                       3
<PAGE>   4
RAW MATERIALS AND SUPPLIERS
---------------------------

The principal raw material used by the Company in the production of protective
packaging products is expandable polystyrene resin. This material may be
obtained from several major suppliers. In addition, the Company uses several
copolymer resins in the manufacture of engineered expanded foam protective
packaging. Although the copolymer resins currently used by the Company are only
available from one supplier, similar copolymer resins may be obtained from other
suppliers.

PATENTS AND TRADEMARKS
----------------------

The Company holds three United States patents relating to the THERMASTRUCTURE
system and certain corresponding patents in Canada, Mexico, and Great Britain.
These patents cover the THERMASTRUCTURE building panels, the manufacture of
THERMASTRUCTURE building panels and a method of combining THERMASTRUCTURE
building panels to construct a house. The Company also holds a patent for a new
construction material which the Company plans to market in the future. The
Company pursues a policy of filing for patents on any product development that
it considers to be significant. The Company has registered the trademark
THERMASTRUCTURE and WALLFRAMETM in the United States and has applied for
registration in Great Britain.

SEASONALITY
-----------

The Company ordinarily experiences a reduction in the manufacture and sale of
protective packaging products during the winter months after filling holiday
season orders. The demand for building products is affected by the level of
activity in the construction industry and housing market and can be expected to
decrease during the fall and winter seasons when there has historically been a
decrease in construction activity and housing sales.

CUSTOMERS
---------

The Company's protective packaging business has a broad base of customers;
however, one customer accounted for approximately 33.3% of protective packaging
revenues in 1999.

BACKLOG
-------

The Company had approximately $1,201,807 in backlog orders for protective
packaging products as of December 31, 1999, compared to backlog orders of
approximately $1,221,553 as of December 31, 1998. Although the Company believes
that such backlog orders are firm, the purchase orders for protective packaging
products generally may be canceled without cause by the customer. The Company
expects to fill all of these orders during 2000.

COMPETITION
-----------

The protective packaging business is highly competitive, and some of the
Company's competitors are large and have greater financial and other resources
than the Company. The Company's competition in protective packaging products is
primarily from four local and regional manufacturers with plants within or close
to the Company's market area. The principal elements of competition in the sale
of protective packaging products are price and the ability to service customers.
Because of shipping costs and other factors, the Company has found it difficult
to compete for protective packaging business beyond a 200 mile radius of the
point of manufacture. The Company believes that its custom mold division and
technical design facility give it an advantage over competitors within its
market area who do not have the capacity to design and produce their own molds
for their protective packaging customers.

                                       4
<PAGE>   5
RESEARCH AND DEVELOPMENT
------------------------

The Company maintains two laboratory and testing facilities within its
manufacturing plant in Radford, Virginia. The laboratory and testing facilities,
which consist of 2,000 square feet and 1,800 square feet, respectively, are used
for product testing, development of new products, and quality control
evaluations.

REGULATION
----------

The Company is subject to state and federal laws and regulations affecting its
business, including those promulgated under the Occupational Safety and Health
Act ("OSHA") and by the Environmental Protection Agency. The Company's
manufacturing facilities are subject to compliance with comprehensive OSHA
standards. The Company believes that its manufacturing facilities and processes
are currently in compliance with OSHA and does not anticipate capital
expenditures for environmental control facilities or for compliance with OSHA
standards during 2000. The Company does not believe that its compliance with
federal and state environmental regulations has had or will have a material
effect on its capital expenditures, earnings, or competitive position.

EMPLOYEES
---------

The Company employs approximately 120 persons. None of the Company's employees
is represented by a labor union, and the Company believes that its employee
relations are good.

EXECUTIVE OFFICERS
------------------

The following table identifies and sets forth certain information about the
executive officers of the Company


<TABLE>
<CAPTION>
               Name             Age         Position and Year of Election
               ----             ---         -----------------------------
<S>                             <C>         <C>
        Luther I. Dickens       67          Chief Executive Officer (1998)

        Stephen L. Dickens      42          President (1998)

        James M. Hylton         66          Secretary and Treasurer (1969)

        William F. Fry          60          Chief Financial Officer (1989)

        Michael R. Samples      47          Vice President, Manufacturing (1999)
</TABLE>

ITEM 2.  PROPERTIES
-------------------

REAL ESTATE
-----------

The real estate owned or leased by the Company and used in the Company's primary
business operations is described below.

                                       5
<PAGE>   6
(1)  The Company owns approximately 10 acres of land in Radford, Virginia, and a
     71,000 square foot building located on the Radford property. The building
     includes approximately 5,000 square feet of office space and approximately
     66,000 square feet of manufacturing space. The Radford property is subject
     to deeds of trust which had outstanding balances as of December 31, 1999
     aggregating approximately $2,919,000.

(2)  The Company owns approximately 7 acres of land in Portsmouth, Virginia, and
     a 74,000 square foot building located on the Portsmouth property. The
     building includes approximately 2,000 square feet of office space and
     approximately 42,000 square feet of manufacturing space. The Portsmouth
     property is subject to a deed of trust which had an outstanding balance as
     of December 31, 1999 of approximately $2,919,000.

(3)  The Company leases approximately 12,000 square feet of manufacturing space
     in Radford, Virginia, under a month-to-month lease which requires monthly
     rental payments of $1,500. The property is used by the Company's Custom
     Mold Division and is leased to the Company by a partnership in which Mr.
     Dickens and Dr. Hylton are general partners.

(4)  The Company rents approximately 6,000 square feet of office space in
     Radford, Virginia, under a lease which requires monthly rental payments of
     $3,700. The property is rented to the Company by a partnership in which Mr.
     Dickens and Dr. Hylton have an interest.


PERSONAL PROPERTY AND EQUIPMENT
-------------------------------

The personal property and equipment at the main Radford plant and the Portsmouth
plant consist principally of machinery and equipment used to produce expanded
polystyrene products. The personal property and equipment at the Custom Mold
Division in Radford consists of machine shop tools and pattern shop tools and
related aluminum foundry equipment. The personal property and equipment at the
THERMASTRUCTURE Machine Division in Radford consist of machine shop tools and
welding and electronic test equipment used primarily in the construction of
THERMASTRUCTURE panel molding machines.

The Company owns 3 trucks and 12 trailers and leases 2 tractors which it uses to
ship products to customers. The Company owns 1 van and 8 cars which it uses
principally for sales and sales service functions. The Company believes that its
present equipment is adequate, well maintained, and in good operating condition.


ITEM 3.  LEGAL PROCEEDINGS
--------------------------

         None

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

         None.

                                       6
<PAGE>   7
                                     PART II

                                STOCK INFORMATION

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

MARKET AND PRICE INFORMATION
----------------------------

The Company's common stock, par value $.01 per share (the "Common Stock"), has
been traded in the over-the-counter market since June 1986. The following table
provides the high and low bid quotations with respect to shares of the Common
Stock for the periods indicated as reported by the Dow Jones Historical Stock
Quote Reporter Service.

<TABLE>
<CAPTION>
                                     1999                       1998                         1997
                                     ----                       -----                        ----

                             High          Low            High           Low           High           Low
                             ----          ---            ----           ---           ----           ---
<S>                          <C>           <C>            <C>            <C>           <C>            <C>
First
Quarter                      1             3/4            1/2            7/16          5/8            7/16

Second
Quarter                      1 3/16        3/4            1              1/2           7/16           7/16


Third
Quarter                      15/16         1/2            1              5/8           5/8            1/2


Fourth
Quarter                      3/4           3/8            1              3/8           9/16           9/16
</TABLE>

The foregoing quotations of high and low bid prices represent prices between
dealers and do not include retail mark-up, mark-down, or commissions. They do
not necessarily represent actual transactions. There was no established public
trading market for the Common Stock before June 1986.

The aggregate market value of the voting stock held by non-affiliates of the
Company as of February 25, 2000 shown on the facing page of this report was
calculated as follows: the number of shares beneficially owned by the officers
and directors of the Company as a group as of February 25, 2000 was subtracted
from 4,047,227, the total number of shares outstanding on that date, and the
resulting figure was multiplied by $.5625, the average of the bid and asked
prices of the Company's stock in the over-the-counter market on February 25,
2000. The foregoing calculation should not be deemed an admission that any of
the officers or directors of the Company is an "affiliate" of the Company.

NUMBER OF STOCKHOLDERS
----------------------

As of February 25, 2000, there were 228 record holders of the Common Stock.

DIVIDENDS
---------

The Company has not declared cash dividends on the Common Stock during its three
most recent fiscal years. The declaration and payment of dividends is entirely
within the discretion of the Board of Directors of the Company and will depend
upon the earnings, capital requirements, and financial condition of the Company.
The Company anticipates that it will retain earnings for the next several years
to finance the development of its business.

                                       7
<PAGE>   8
ITEM 6.  SELECTED FINANCIAL DATA
--------------------------------

<TABLE>
<CAPTION>
SELECTED STATEMENTS OF
INCOME (LOSS) DATA:                            Years Ended December 31,
                              --------------------------------------------------------

                                1999        1998        1997         1996        1995
                                ----        ----        ----         ----        ----
                                  (Dollar amounts in thousands except per share data)
<S>                           <C>         <C>         <C>           <C>        <C>
Net Revenues                  $10,186     $13,173     $10,955       $9,720     $10,777
Income before income
  taxes                           276       1,517         209           --         492
Net income                        276       1,517         209           --         482
Net income per
  common share                    .07         .37         .05           --         .13

<CAPTION>
SELECTED BALANCE
SHEET DATA:                                    Years Ended December 31,
                              --------------------------------------------------------

                                 1999        1998        1997        1996       1995
                                 ----        ----        ----        ----       ----
                                  (Dollar amounts in thousands except per share data)
<S>                           <C>         <C>         <C>           <C>        <C>
Working capital               $   974     $ 1,051     $  (679)      $1,871     $2,151
Net property, plant,
  and equipment                 4,945       4,443       4,688        2,497      2,308
Total assets                   11,963      11,890      11,192        7,774      7,998
Long-term debt (including
  current maturities)           4,738       4,583       4,371        2,971      3,075
Stockholders' equity            5,177       4,886       3,388        3,180      3,179
</TABLE>

                                       8
<PAGE>   9
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
         OF OPERATIONS
         -------------

RESULTS OF OPERATION
--------------------

The following table sets forth the percentage relationship that certain items in
the statements of operations bear to the net revenues of the Company for each
year during the five-year period ended December 31, 1999. Additional financial
information as to the Company's three industry segments is set forth in note 14
to the financial statements.

<TABLE>
<CAPTION>
                                               Year Ended December 31
                                               ----------------------

                                 1999        1998        1997        1996        1995
                                -----       -----       -----       -----       -----
<S>                             <C>          <C>         <C>         <C>         <C>
Manufacturing net revenues      100.0%       90.1%       93.7%       97.1%       86.0%
Licensing & related
   machinery sales                 .0         9.9         6.3         2.9        14.0
                                -----       -----       -----       -----       -----
   Net revenues                 100.0%      100.0%      100.0%      100.0%      100.0%
                                -----       -----       -----       -----       -----
Cost and expense:
Cost of sales                    74.8        66.3        74.1        75.1        69.4
Shipping and sales                7.4         6.8         7.7         8.2         9.0
General and administrative       12.6        12.1        12.7        12.9        13.5
Research and development           .0          .2          .9          .5         0.3
                                -----       -----       -----       -----       -----
                                 94.8        85.4        95.4        96.7        92.2
                                -----       -----       -----       -----       -----


    Operating income              5.2        14.6         4.6         3.3         7.8
                                -----       -----       -----       -----       -----


Other income (deductions)
   Interest expense              (4.5)       (3.6)       (3.9)       (3.3)       (2.7)
   Interest income                1.7          .3          .3          .0          .1
   Other                           .1          .0          .0          .0         (.0)
                                -----       -----       -----       -----       -----
                                 (2.7)       (3.3)       (3.6)       (3.3)       (2.6)
                                -----       -----       -----       -----       -----

Income before income taxes
   and minority interest in
   subsidiary                     2.7        11.5         1.6          .0         4.6
Income tax expense                 .0          .0          .0          .0         (.1)
                                -----       -----       -----       -----       -----

Income before minority
   interest in net loss of
   subsidiary                     2.7        11.5         1.6          .0         4.5

Minority interest in net
   loss of subsidiary              .0          .0          .3          .0          .0
                                -----       -----       -----       -----       -----

Net income                        2.7%       11.5%        1.9%         .0%        4.5%
                                =====       =====       =====       =====       =====
</TABLE>

                                       9
<PAGE>   10
1999 COMPARED TO 1998
---------------------

The Company's operating income decreased $1,394,000 from $1,922,000 in 1998 to
$528,000 in 1999. This decrease was the result of decreased manufacturing net
revenues of $1,683,000 and the inclusion in 1998 operating income of a sale of
the Company's THERMASTRUCTURE panel manufacturing and licensing rights,
including equipment, at a profit of approximately $807,000.

Revenues were lower in 1999 as compared to 1998 by $877,000 and $741,000 in the
Company's Radford and Portsmouth, Virginia plants, respectively. Also
contributing to the reduction of manufacturing revenues was the absence of
approximately $411,000 revenues from the Company's THERMASTRUTURE operations
sold in 1998. These reductions were partly offset by increased revenues from the
Company's Corporate Sales Division of $723,000.

Cost of sales, as a percent of manufacturing net revenues, was 74.8% in 1999 as
compared to 73.6% in 1998. Among the many factors contributing to this 1.2%
increase in costs were rising material prices and a changing sales mix.

Shipping and selling expenses, as a percent of manufacturing net revenues held
fairly constant from the prior year, decreasing .1% from 7.5% in 1998 to 7.4% in
1999. General and administration expenses were down in 1999 as compared to 1998
by $308,405 or .8% of manufacturing net revenues. This reduction was primarily
the result of the sale the THERMASTRCUTURE operations in 1998 and reduced
management bonuses on reduced income.

A significant contribution to net income in 1999 was made by an increase in
interest income of $125,000. Interest income was accrued on non-interest bearing
notes received on the sale of the THERMASTRUCTURE operations which were
discounted in 1998 to their net present value.

1998 COMPARED TO 1997
---------------------

The Company's operating income was $1,922,000 for 1998 compared to $508,000 for
1997. This $1,414,000 increase in operating income was primarily the result of
the Company's sale of its THERMASTRUCTURE panel manufacturing and licensing
rights, including equipment, at a profit of approximately $807,000 in May, 1998,
and increased profits in its shape molding operations before interest
allocations of approximately $950,000.

The Company retained a 5% ownership position in the company newly formed to hold
and operate the THERMASTRUCTURE assets, and has reported the $807,000 profit
from the sale as net licensing and machinery sales.

Manufacturing net revenues increased $1,602,000 for 1998 compared to 1997. This
increase was the result of strong sales growth in shape molding operations,
especially at the Company's plant in Portsmouth, Virginia, which accounted for
$1,662,000 of increased sales.

Cost of sales, as a percent of manufacturing net revenues, was 73.6% for 1998 as
compared to 79.1% for 1997. However, these percentages are effected greatly by
cost relationships in the THERMASTRUCTURE building product line sold in May,
1998. The cost of sale percentages within the remaining shape molding operations
for comparable period comparisons decreased from 75.7% in 1997 to 70.2% in 1998.
This reduction in cost percentages primarily resulted from manufacturing
efficiencies within the Company's shape molding operations. Labor rates in the
Radford and Portsmouth, Virginia plants were down 2.3% and 5.2%, respectively.
These increased manufacturing efficiencies were aided by the installation of new
and more modern equipment.

                                       10
<PAGE>   11
Shipping and selling expenses decreased .7% for 1998 as compared to 1997.
General and administrative expenses decreased as a percent of manufacturing net
revenues .1% for the same period comparisons. The largest factor contributing to
the decreased shipping and selling expense percentage of manufacturing net
revenues was a large increase in sales at the Portsmouth plant not subject to
shipping cost.

1997 COMPARED TO 1996
---------------------

The Company's 1997 revenues were greater than 1996 revenues by $1,235,000, a
12.7% increase. These increased revenues were primarily the result of: increased
shape molding revenues of $383,000; increased license and machinery sales of
$416,000; increased panels sales of $813,000; all partly offset by reduced
shipments of building materials to Russia of $402,000.

The increased panel sales were the result of the Company's having reacquired 70%
of the rights to domestic panel sales on April 1, 1997. These rights, as well as
reacquired equipment, were added to the 20% rights to domestic panel sales
already owned by the Company and transferred to a newly formed company,
Thermastructure XT Corp., 90% owned by Radva Corporation. Thermastructure XT
Corp. had sales of $813,000 in 1997 and the Company recorded no panel sales in
1996, since the Company's 20% interest in panel sales were recorded on a cost
basis.

Operating income increased $192,000 in 1997 as compared to 1996. This increased
operating income was primarily the result of an increased Shape Molding Division
operating profit of $81,000 and of increased license and machinery sale income
of $484,000 partly offset by losses by Thermastructure XT of $281,000.

The Company's cost of sales as a percent of manufacturing net revenues increased
1.7%, from 77.4% in 1996 to 79.1% in 1997, primarily as a result of the
repurchase and inclusion of panel sales in 1997. The panel sales operation had a
higher cost of sales percentage due to operating at a low rate of manufacturing
capacity.

The Company's shipping and selling expenses decreased .3%, and the company's
general and administrative expenses increased by an almost identical .3%, both
as a percent of manufacturing net revenues. Research and development expenses
increased $47,000, from $51,000 in 1996 to $98,000 in 1997 due to work toward
the development of a new building material.

IMPACT OF INFLATION
-------------------

The Company's standard purchase order form allows it to increase the price of
its protective packaging products on 30 days' notice and, therefore, to pass on
increases in the cost of raw materials. A significant increase in the rate of
inflation and a concomitant increase in interest rates could adversely affect
the Company since a large portion of the Company's indebtedness is linked to the
prime interest rate.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

A major refinancing of the Company was accomplished in 1998 under more favorable
terms. The new financing resulted in a $500,000 increase in the Company's
operating line to $1,500,000. At year-end, the balance available on this line of
credit was $622,000 and working capital was $974,000.

YEAR 2000 ISSUE
---------------

Most of RADVA processes utilize the Windows 95 platform and can handle the
Century 2000 date format presently without problems. We have upgraded our
environment to Windows NT Server and Workstations. Our server for EDI is Century
2000 date format compliant and our Accounting Department, which currently uses a
UNIX based system became Century 2000 date compliant during 1999.

                                       11
<PAGE>   12
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
----------------------------------------------------


INDEX TO FINANCIAL STATEMENTS
-----------------------------

                                                                          Page
                                                                          ----

Independent Auditors' Reports........................................      13

Balance Sheets as of December 31, 1999 and 1998......................     14-15

Statements of Operations for the Years Ended
   December 31, 1999, 1998, and 1997.................................      16

Statements of Stockholders' Equity for the Years
   Ended December 31, 1999, 1998, and 1997...........................      17

Statements of Cash Flows for the Years
   Ended December 31, 1999, 1998, and 1997...........................     18-19

Notes to Financial Statements as of December 31,
   1999, 1998, and 1997..............................................     20-30



INDEX TO FINANCIAL STATEMENT SCHEDULES
--------------------------------------

Schedule V - Property, Plant and Equipment...........................      31

Schedule VI - Accumulated Depreciation and
   Amortization of Property, Plant, and Equipment....................      32

Schedule VIII - Valuation and Qualifying Accounts....................      33

                                       12
<PAGE>   13
PERSINGER & COMPANY, L.L.C.
CERTIFIED PUBLIC ACCOUNTANTS
203 W. GRAYSON STREET
GALAX, VIRGINIA 24333

TELEPHONE:  540-236-8135
      FAX:  540-236-0797


                          INDEPENDENT AUDITOR'S REPORT


Board of Directors
RADVA Corporation
Radford, Virginia

We have audited the consolidated financial statements and the consolidated
financial statement schedules of RADVA Corporation and subsidiary as of and for
the years ended December 31, 1999 and 1998 as listed in the accompanying index.
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 in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of RADVA Corporation
and subsidiary as of December 31, 1999 and 1998, and the results of their
operations and their cash flows for the years then ended in conformity with
generally accepted accounting principles. In addition, in our opinion, the 1999
and 1998 financial statement schedules referred to above, when considered in
relation to the basic financial statements taken as a whole, present fairly, in
all material respects, the information required to be included therein.


Galax, Virginia
January 26, 2000

                                       13
<PAGE>   14
<TABLE>
                             RADVA CORPORATION AND SUBSIDIARY

                                CONSOLIDATED BALANCE SHEETS
                                DECEMBER 31, 1999 AND 1998

<CAPTION>
                                                                 1999            1998
<S>                                                           <C>             <C>
                 ASSETS
Current assets:
   Cash and cash equivalents (Notes 2 and 3)                  $    41,812     $   246,380
                                                              -----------     -----------

   Accounts and notes receivable (Notes 7 and 8)                2,644,977       2,349,886
   Receivable - other (Notes 3 and 15)                            222,512         481,889
   Less allowance for doubtful accounts                           125,932         113,140
                                                              -----------     -----------
         Net receivables                                        2,741,557       2,718,635
                                                              -----------     -----------

   Inventories (Notes 7 and 8):
     Finished goods                                               544,035         601,054
     Work-in-process                                                5,121              --
     Raw materials and supplies                                   270,295         331,666
                                                              -----------     -----------
         Total inventories                                        819,451         932,720
                                                              -----------     -----------

   Prepaid expenses                                                48,111          35,132
   Other current assets                                            40,784          39,138
                                                              -----------     -----------

         Total current assets                                   3,691,715       3,972,005
                                                              -----------     -----------

Property, plant and equipment, at cost (Notes 5, 7 and 8)       9,166,099       8,134,260
Less accumulated depreciation and amortization                  4,220,646       3,691,264
                                                              -----------     -----------
         Net property, plant and equipment                      4,945,453       4,442,996
                                                              -----------     -----------

Other assets, at cost, less accumulated amortization:
   Investment in Thermasteel (Note 15)                            261,925         261,925
   Trademark, marketing and manufacturing rights                  478,497         506,325
   Note receivable - long-term                                  2,334,290       2,481,964
   Other (Note 16)                                                251,151         225,001
                                                              -----------     -----------
                                                                3,325,863       3,475,215
                                                              -----------     -----------
                                                              $11,963,031     $11,890,216
                                                              ===========     ===========
</TABLE>

continued

                                       14
<PAGE>   15
<TABLE>
                             RADVA CORPORATION AND SUBSIDIARY

                          CONSOLIDATED BALANCE SHEETS (CONTINUED)

<CAPTION>
                                                                 1999            1998
<S>                                                           <C>             <C>
    LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Current installments of long-term debt (Notes 3 and 8)     $   669,950     $   593,848
   Notes payable (Note 7)                                         878,204         854,204
   Accounts payable                                               898,305       1,064,397
   Accrued expenses (Note 6)                                      271,024         408,181
                                                              -----------     -----------

         Total current liabilities                              2,717,483       2,920,630
                                                              -----------     -----------

Long-term debt, excluding current installments
   (Notes 3 and 8)                                              4,068,357       3,988,959
                                                              -----------     -----------

Minority interest in subsidiary (Note 21)                              --          94,316
                                                              -----------     -----------

         Total liabilities                                      6,785,840       7,003,905
                                                              -----------     -----------

Commitments, contingencies and other matters
   (Notes 8, 12, 15, 16 and 17)

Stockholders' equity:
   Common stock, par value $.01 per share; authorized
     10,000,000 shares; issued 4,047,227 and 4,085,727
     shares in 1999 and 1998                                       40,473          40,857
   Additional paid-in capital                                   4,508,141       4,493,129
   Retained earnings (deficit)                                    628,577         352,325
                                                              -----------     -----------

         Total stockholders' equity                             5,177,191       4,886,311
                                                              -----------     -----------
                                                              $11,963,031     $11,890,216
                                                              ===========     ===========
</TABLE>

See notes to consolidated financial statements.

                                       15
<PAGE>   16
<TABLE>
                                    RADVA CORPORATION AND SUBSIDIARY

                                  CONSOLIDATED STATEMENTS OF OPERATIONS
                              YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

<CAPTION>
                                                             1999              1998              1997
<S>                                                      <C>               <C>               <C>
Net revenues:
   Manufacturing net revenues                            $10,185,809       $11,868,780       $10,267,053
   Licensing and related machinery sales (Note 15)                --         1,303,971           687,807
                                                         -----------       -----------       -----------
                                                          10,185,809        13,172,751        10,954,860
                                                         -----------       -----------       -----------
Costs and expenses:
   Cost of sales                                           7,615,767         8,731,761         8,116,636
   Shipping and selling expenses                             749,242           894,938           840,549
   General and administrative expenses                     1,288,645         1,597,050         1,392,295
   Research and development expenses                           3,861            27,119            97,867
                                                         -----------       -----------       -----------
                                                           9,657,515        11,250,868        10,447,347
                                                         -----------       -----------       -----------

         Operating income                                    528,294         1,921,883           507,513
                                                         -----------       -----------       -----------

Other income (expense):
   Interest expense                                         (461,236)         (484,211)         (425,947)
   Interest income                                           169,341            44,105            30,681
   Other                                                      16,200             4,200             4,200
                                                         -----------       -----------       -----------
                                                            (275,695)         (435,906)         (391,066)
                                                         -----------       -----------       -----------

                                                             252,599         1,485,977           116,447
                                                         -----------       -----------       -----------
Gain (loss) on sale of assets:
   Equipment                                                  23,653                --            12,141
   Real estate                                                    --            32,857            47,874
                                                         -----------       -----------       -----------
                                                              23,653            32,857            60,015
                                                         -----------       -----------       -----------
Equity in net income (loss) of investee                           --                --                --
                                                         -----------       -----------       -----------

Minority interest in net (income) loss of subsidiary              --            (1,927)           32,182
                                                         -----------       -----------       -----------

Income before income taxes                                   276,252         1,516,907           208,644

Provision for income taxes (Note 9)                               --                --                --
                                                         -----------       -----------       -----------

         Net income                                      $   276,252       $ 1,516,907       $   208,644
                                                         ===========       ===========       ===========

Income per common share (Note 18):
         Basic                                           $       .07       $       .37       $       .05
                                                         ===========       ===========       ===========
         Diluted                                         $       .07       $       N/A       $       N/A
                                                         ===========       ===========       ===========

Weighted average number of shares outstanding:
         Basic                                             4,059,352         4,091,560         4,104,727
         Diluted                                           4,059,352               N/A               N/A
</TABLE>

See notes to consolidated financial statements.

                                       16
<PAGE>   17
<TABLE>
                               RADVA CORPORATION AND SUBSIDIARY

                       CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                         YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

<CAPTION>
                                               ADDITIONAL        RETAINED           TOTAL
                                 COMMON         PAID-IN          EARNINGS       STOCKHOLDERS'
                                  STOCK         CAPITAL          (DEFICIT)         EQUITY
                                 -------       ----------       -----------     -------------
<S>                              <C>           <C>              <C>             <C>
Balance at December 31, 1996     $41,047       $4,511,939       $(1,373,226)     $3,179,760

Net income                            --               --           208,644         208,644
                                 -------       ----------       -----------      ----------

Balance at December 31, 1997      41,047        4,511,939        (1,164,582)      3,388,404
Treasury stock                      (190)         (18,810)               --         (19,000)
Net income                            --               --         1,516,907       1,516,907
                                 -------       ----------       -----------      ----------

Balance at December 31, 1998      40,857        4,493,129           352,325       4,886,311
Treasury stock                      (384)         (36,492)               --         (36,876)
Purchase of subsidiary                --           51,504                --          51,504
Net income                            --               --           276,252         276,252
                                 -------       ----------       -----------      ----------

Balance at December 31, 1999     $40,473       $4,508,141       $   628,577      $5,177,191
                                 =======       ==========       ===========      ==========
</TABLE>

See notes to consolidated financial statements.

                                       17
<PAGE>   18
<TABLE>
                                         RADVA CORPORATION AND SUBSIDIARY

                                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

<CAPTION>
                                                                       1999             1998             1997
<S>                                                                <C>              <C>              <C>
Cash flows from operating activities:
   Net income                                                      $   276,252      $ 1,516,907      $   208,644

   Adjustments to reconcile net income to net cash provided by
     (used in) operating activities:
       Depreciation                                                    596,566          480,341          409,191
       Amortization                                                     41,721          137,904          169,402
       Allowance for doubtful accounts                                  12,792            6,717          (66,137)
       (Gain) loss on sale of assets                                   (23,653)         (32,857)         (60,015)
       (Gain) loss on sale of assets included in
         operating revenues                                                 --         (806,796)              --
       Minority interest in net income (loss) of
         consolidated subsidiaries                                          --            1,927          (32,182)
       Changes in assets and liabilities:
         Increase in accounts and notes receivable                    (295,091)        (923,779)        (515,730)
         Decrease (increase) in receivable - other                     259,377         (152,469)        (329,420)
         Decrease (increase) in inventories                            113,269          352,189         (259,227)
         Decrease (increase) in prepaid expenses                       (12,979)          70,975           27,712
         Increase in other current assets                               (1,646)          (8,900)              --
         Decrease (increase) in note receivable - noncurrent           147,674       (2,160,051)              --
         Increase in investment in Thermasteel Corp.                        --         (261,925)              --
         Decrease in Radoslav Joint Venture                                 --          336,103               --
         Decrease (increase) in trademark                                   --          847,803          (17,154)
         Decrease (increase) in other assets                           (40,043)       1,255,737         (362,079)
         Increase (decrease) in accounts payable                      (166,092)      (1,086,791)         813,273
         Increase (decrease) in accrued expenses                      (137,157)        (171,672)         373,246
         Net effect of sale of assets to Thermasteel Corp.                  --          379,487               --
                                                                   -----------      -----------      -----------

           Net cash provided by (used in) operating activities         770,990         (219,150)         359,524
                                                                   -----------      -----------      -----------

Cash flows from investing activities:
   Proceeds from sale of assets                                         23,653        1,835,000          139,050
   Company manufactured equipment and buildings                             --          (15,995)        (220,491)
   Capital expenditures on equipment                                (1,099,022)      (1,910,112)      (1,027,955)
   Purchase minority interest in subsidiary                            (42,813)              --               --
                                                                   -----------      -----------      -----------

           Net cash used in investing activities                    (1,118,182)         (91,107)      (1,109,396)
                                                                   -----------      -----------      -----------
</TABLE>

continued

                                       18
<PAGE>   19
<TABLE>
                                  RADVA CORPORATION AND SUBSIDIARY
                          CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

<CAPTION>
                                                            1999            1998            1997
<S>                                                      <C>            <C>              <C>
Cash flows from financing activities:
   Net proceeds (payments) on notes payable                 24,000          285,092         194,112
   Proceeds from issuance of long-term debt                806,904        4,684,284       1,119,830
   Principal payments under long-term debt                (651,404)      (4,472,702)       (508,732)
   Purchase of Treasury stock                              (36,876)         (19,000)             --
                                                         ---------      -----------      ----------
           Net cash provided by financing activities       142,624          477,674         805,210
                                                         ---------      -----------      ----------
Net increase (decrease) in cash                          $(204,568)     $   167,417      $   55,338
Cash and cash equivalents at beginning of year             246,380           78,963          23,625
                                                         ---------      -----------      ----------
Cash and cash equivalents at end of year                 $  41,812      $   246,380      $   78,963
                                                         =========      ===========      ==========

Supplemental disclosure of cash flow information:
   Cash paid during the year for interest                $ 465,086      $   505,215      $  411,043
                                                         =========      ===========      ==========
   Cash paid during the year for income taxes            $   4,407      $        --      $       --
                                                         =========      ===========      ==========
</TABLE>

Supplemental disclosure of noncash investing activities:

During 1998 Radva transferred certain assets and liabilities for $6,200,000
(discounted to $4,976,585) which has been treated as disposal of a portion of a
line of business in which gain has been included in income from operations since
sale did not constitute a sale of a segment of business. This resulted in
transfer of the following assets and liabilities:

<TABLE>
<S>                                                                  <C>
         Assets and liabilities transferred:
           Property, plant and equipment                             $1,525,483
           Accounts receivable                                          516,460
           Prepaid expenses                                              66,111
           Inventory                                                    151,519
           Notes receivable                                             603,158
           Licenses and trademarks                                    1,226,104
           Patents                                                       23,770
           Manufacturing and marketing rights                           635,744
           Investments                                                  406,199
           Liabilities assumed                                          (50,587)
           Debt assumed                                                (672,247)
         Investment retained (5%)                                      (261,925)
                                                                     ----------
                                                                     $4,169,789
                                                                     ==========
</TABLE>

During 1997 Radva acquired ninety (90) percent of Thermastructure XT Corp. for
$1,481,141 which resulted in the transfer of the following assets:

<TABLE>
<S>                                                                  <C>
         Assets transferred:
           Investment in Thermastructure, Ltd.                       $  210,224
           Notes receivable                                           1,197,308
           Accounts receivable                                           42,928
           Interest receivable                                           30,681
                                                                     ----------
                                                                     $1,481,141
                                                                     ==========
</TABLE>

See notes to consolidated financial statements.

                                       19
<PAGE>   20
                        RADVA CORPORATION AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1999, 1998 AND 1997


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Operations

RADVA Corporation and subsidiary (the Company) produce and sell molded and
fabricated expanded polystyrene foam products such as packaging materials and
containers. The Company operates facilities in Radford and Portsmouth, Virginia.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and
its subsidiary, Thermastructure XT Corp. All significant inter-company accounts
and transactions have been eliminated in consolidation (see Note 21).

Cash and Cash Equivalents

Cash and cash equivalents consist primarily of demand deposits. For purposes of
the statements of cash flows, the Company considers all highly liquid
investments with an original maturity of less than three months to be cash
equivalents. The Company includes cash meeting this criteria whose use is
limited by restrictions contained in loan covenants.

Accounts Receivable

Accounts receivable are stated at cost less allowance for doubtful accounts. The
allowance for doubtful accounts is maintained at a level considered adequate to
provide for losses that can be reasonably anticipated.

Inventories

Inventories are stated at the lower of cost or market. Cost of raw materials,
supplies, work-in process and finished goods is determined by the first-in,
first-out method.

Investment in Radoslav Joint Venture

During 1998 Radva sold this investment (see Note 15). Prior to sale the Company
accounted for its investment in Radoslav, a 31% owned affiliate, by the equity
method of accounting under which the Company's proportionate results of the
affiliate's operations are recognized in the Company's statement of operations
and added to or taken from the investment account. Distributions received from
the affiliate are treated as a reduction of the investment account.

Investment in Thermasteel Corp.

As part of a transferring certain assets and liabilities to Thermasteel Corp.,
Radva retained a 5% ownership interest. Company accounts for this investment on
the cost basis.

                                       20
<PAGE>   21
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Other assets

Included in other assets are patents, loan costs and marketing and manufacturing
rights, which are amortized over their respective estimated lives, and trademark
rights, which are amortized over 12 years. Accumulated amortization was
$1,335,761 and $1,294,040 as of December 31, 1999 and 1998, respectively.


Property, Plant and Equipment

Depreciation of plant and equipment is provided on the straight-line basis over
the estimated useful lives of the respective assets as follows:

                       Buildings and improvements             5 to 30 years
                       Machinery and equipment                5 to 15 years
                       Automotive equipment                   3 to 5 years
                       Office equipment                       3 to 10 years

Leasehold improvements are amortized on a straight-line basis over the terms of
the respective leases.

Additions to property, plant and equipment are recorded at cost. All
expenditures for repairs, renewals and replacements which do not materially
extend the useful life of the property are charged to expense. Other
improvements and betterments are capitalized. With respect to dispositions, the
asset and accumulated depreciation accounts are relieved of cost and accumulated
depreciation with any resulting gain or loss credited or charged to earnings.

Revenue Recognition

Net revenues represent sales of fabricated foam products, machines and fees from
licensing agreements. Revenues from sales and the licensing agreements are
recognized upon completion of the transaction.

Income Taxes

Deferred taxes are provided on a liability method whereby deferred tax assets
are recognized for deductible temporary differences and operating loss and tax
credit carryforwards and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities are adjusted for the
effects of changes in tax laws and rates on the date of enactment.

Investment tax credits are accounted for by the flow-through method whereby they
reduce income taxes currently payable and the provision for income taxes in the
period the assets giving rise to such credits are placed in service. To the
extent such credits are not currently utilized on the Company's tax return,
deferred tax assets, subject to considerations about the need for a valuation
allowance, are recognized for the carryforward amount.

                                       21
<PAGE>   22
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair value of financial instruments

Statement of Financial Accounting Standards No. 107, "Disclosures about Fair
Value of Financial Instruments," requires disclosure about the fair value of
certain instruments. Cash, receivables, accounts payable and accrued liabilities
are reflected in the financial instruments at fair value because of the
short-term maturity of these instruments. The estimated fair values of the
company's financial instruments are disclosed in Note 3.

Use of estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could vary from the estimates that were used.

Reclassification

Certain reclassifications have been made to prior years' financial statements to
place them on a comparable basis with the current year.

NOTE 2.  CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of the following:

<TABLE>
<CAPTION>
                                                   1999         1998         1997
<S>                                              <C>          <C>          <C>
Petty cash and non-interest bearing accounts     $ 41,812     $246,380     $57,484
Restricted by IDA bonds, series 1995                   --           --      21,479
                                                 --------     --------     -------
                                                 $ 41,812     $246,380     $78,963
                                                 ========     ========     =======
</TABLE>

NOTE 3.  FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair value of
each class of financial instruments for which it is practicable to estimate that
value:

Cash and cash equivalents:

The carrying amount approximates fair value because of the short maturity of
those instruments.

Receivable - other:

The carrying amount is a reasonable estimate of fair value since entire amount
is due within one year.

Long-term debt:

The fair value of the Company's long-term debt is estimated based on the quoted
market prices for the same or similar issues or on the current rates offered to
the Company for debt of the same remaining maturities with similar collateral
requirements.

                                       22
<PAGE>   23
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3.  FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

The estimated fair values of the Company's financial instruments as of December
31, 1999 are as follows:

<TABLE>
<CAPTION>
                                        1999
                            ---------------------------
                            Carrying Amount  Fair Value
                            ---------------  ----------
<S>                         <C>              <C>
Cash and cash equivalents     $   41,812     $   41,812
Receivable - other               222,512        222,512
Long-term debt                 4,738,307      4,733,301
</TABLE>

NOTE 4.  RECEIVABLES

Information about impaired receivables as of and for the years ended December
31, 1999 and 1998 is as follows:

<TABLE>
<CAPTION>
                                                         1999        1998
<S>                                                     <C>         <C>
   Receivables for which there is a related
     allowance for bad debts                            $48,000     $    --
   Receivables for which there is no related
     allowance for bad debts                                 --      48,000
                                                        -------     -------
       Total impaired receivables                       $48,000     $48,000
                                                        =======     =======
   Related allowance for possible bad debts             $12,000     $    --
                                                        =======     =======
   Average balance (based on beginning and
     ending of year)                                    $48,000     $84,000
                                                        =======     =======
</TABLE>

NOTE 5.  PROPERTY, PLANT AND EQUIPMENT

A summary of property, plant and equipment follows:

<TABLE>
<CAPTION>
                                                          1999            1998
<S>                                                     <C>            <C>
       Land and improvements                            $  184,395     $  182,508
       Buildings and improvements                        3,111,953      3,051,235
       Machinery and equipment                           5,213,965      4,312,478
       Transportation equipment                            365,960        338,915
       Office equipment                                    289,826        249,124
                                                        ----------     ----------
                                                        $9,166,099     $8,134,260
                                                        ==========     ==========
</TABLE>

NOTE 6.  ACCRUED EXPENSES

Accrued expenses are composed of the following:

<TABLE>
<CAPTION>
                                                         1999          1998
<S>                                                     <C>            <C>
          Payroll and employee benefits                 $203,587     $270,762
          Interest                                         1,316        5,166
          Customer deposits                                  794          890
          Insurance                                       36,482       35,401
          Licenses                                            --       65,000
          Other                                           28,845       30,962
                                                        --------     --------
                                                        $271,024     $408,181
                                                        ========     ========
</TABLE>

                                       23
<PAGE>   24
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7.  NOTES PAYABLE

A summary of notes payable follows:

<TABLE>
<CAPTION>
                                                                                         1999           1998
<S>                                                                                   <C>            <C>
       Line of credit with commercial bank, $1,500,000
       limit, interest at prime (8.5% at December 31, 1999)                           $  878,204     $  854,204
                                                                                      ==========     ==========
</TABLE>

NOTE 8.  LONG-TERM DEBT

A summary of long-term debt follows:

<TABLE>
<CAPTION>
                                                                                         1999           1998
<S>                                                                                   <C>            <C>
   Installment notes payable due in aggregate monthly installments
   of $2,070, including interest, with various maturities until
   February, 2001; collateralized by equipment. Interest rates ranging
   from 7.5% to 12.5%                                                                 $    5,746     $   15,788

   Installment notes payable with financing company, due in monthly installments
   of $16,404, including interest at 7.56%; collateralized by equipment                  352,844        456,069

   Installment note payable, due in monthly installments of $500, including
   interest at 10.625%; collateralized by a deed of trust on certain real estate          23,687         26,978

   Installment note payable, due in monthly installments of $428, including
   interest at 8.5%; collateralized by equipment                                           5,682         10,126

   Installment note payable to bank, due in monthly installments of $11,905,
   including interest at prime (8.5% at December 31, 1999); collateralized
   by equipment                                                                          749,502        892,362

   Installment note payable to bank, due in monthly installments of $27,533,
   including interest at prime (8.5% at December 31, 1999); collateralized
   by real estate                                                                      2,918,533      3,111,266

   Installment note payable to bank, due in monthly installments of $4,762,
   including interest at prime (8.5% at December 31, 1999); collateralized
   by equipment                                                                          282,313         70,218

   Installment note payable to bank, due in monthly installments of $5,556,
   including interest at prime (8.5% at December 31, 1999); collateralized
   by equipment                                                                          400,000             --
                                                                                      ----------     ----------

         Total long-term debt                                                          4,738,307      4,582,807

   Less current installments of long-term debt                                           669,950        593,848
                                                                                      ----------     ----------

         Long-term debt, excluding current installments                               $4,068,357     $3,988,959
                                                                                      ==========     ==========
</TABLE>

Substantially all real property, equipment, accounts receivable and inventory
are pledged as collateral on various debt instruments.

                                       24
<PAGE>   25
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8.  LONG-TERM DEBT (CONTINUED)

The aggregate principal maturities of long-term debt during each of the five
years subsequent to December 31, 1999 follows:

<TABLE>
<CAPTION>
      Years Ended December 31,
      ------------------------
<S>                                         <C>
               2000                         $  669,950
               2001                            677,392
               2002                            680,792
               2003                            661,433
               2004                            601,512
               Thereafter                    1,447,228
                                            ----------
                                            $4,738,307
                                            ==========
</TABLE>

NOTE 9. INCOME TAX MATTERS

Net deferred tax assets and liabilities consist of the following components as
of December 31, 1999 and 1998:

<TABLE>
<CAPTION>
                                                1999         1998
<S>                                           <C>          <C>
     Deferred tax assets:
       Bad debt allowance                     $ 47,854     $ 42,993
       Accrued expenses                         25,505       23,373
       Bonuses                                   5,798       16,184
       Inventory allowance                      15,241       17,100
       Contributions carryover                      --        2,164
       Loss carryforward                       330,179      218,746
       Investment tax credit carryforward       48,084       89,060
       Minimum tax credit carryforward          20,073       20,073
                                              --------     --------
                                               492,734      429,693
       Less valuation allowance                198,785      129,187
                                              --------     --------
                                              $293,949     $300,506
                                              ========     ========
     Deferred tax liabilities:
       Property and equipment                 $293,949     $300,506
                                              ========     ========
                                              $     --     $     --
                                              ========     ========
</TABLE>

As noted, the deferred tax assets equal the deferred tax liabilities resulting
in no effect on the income statement or stockholders' equity for the year.

Loss carryforwards for tax purposes as of December 31, 1999 have the following
expiration dates:

<TABLE>
<CAPTION>
         Expiration Date              Amount
         ---------------              ------
<S>                                  <C>
              2005                   $575,647
                                     ========
</TABLE>

Investment tax credit carryforwards for tax purposes as of December 31, 1999
have the following expiration dates:

<TABLE>
<CAPTION>
         Expiration Date              Amount
         ---------------              ------
<S>                                  <C>
              2000                   $48,084
                                     =======
</TABLE>

                                       25
<PAGE>   26
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 9. INCOME TAX MATTERS (CONTINUED)

The income tax provision differs from the amount of income tax determined by
applying the U.S. Federal income tax rate to pretax income for the years ended
December 31, 1999, 1998 and 1997 due to the following:

<TABLE>
<CAPTION>
                                                                  1999           1998          1997
<S>                                                            <C>            <C>            <C>
     Computed "expected" tax benefit                           $  90,988      $ 515,748      $ 64,621
     Non-deductible expenses                                      18,090         21,562         4,801
     State income taxes, net of federal income tax benefit        13,047         52,250         8,087
     Benefit of operating loss carryforward                     (122,125)      (500,863)      (77,509)
     Other                                                            --        (88,697)           --
                                                               ---------      ---------      --------
                                                               $      --      $      --      $     --
                                                               =========      =========      ========
</TABLE>

NOTE 10.  RETIREMENT PLANS

The Company has a profit sharing plan (the Plan) which covers all full-time
officers and employees who have at least one year of service and attained the
age of 21. Contributions to its profit sharing plan are at Company's discretion.
The Plan is a qualified plan under applicable sections of the Internal Revenue
Code. Profit sharing expense for the period ended December 31, 1999, 1998 and
1997 was $ -0-.

The Company adopted a 401K retirement plan during 1998 which covers all
full-time officers and employees who have at least one year of service and
attained the age of 21. Contributions to the plan are made at a rate of 25% of
each employees contribution up to a maximum of 4% of each employees earnings for
the year. The plan is a qualified plan under applicable sections of the Internal
Revenue Code. Company contributions for the year ended December 31, 1999 and
1998 was $18,618 and $17,593, respectively.

NOTE 11.  RELATED PARTY TRANSACTIONS

The Company has a month-to-month lease on certain operating and warehouse space
with Jalu, a partnership in which the Company's Chief Executive Officer is a
partner. The space is currently rented for $1,000 per month. The Company also
rents on a month-to-month basis certain office space from Chuckatuck, a
partnership in which the Company's Chief Executive Officer is a partner. The
present rental payment is $3,700 per month.

NOTE 12.  OPERATING LEASES

The Company leases certain of its manufacturing and office facilities and
equipment. Rental expense for the years ended December 31, 1999, 1998 and 1997
was $160,130, $180,771, and $173,763, respectively. All leases have expired;
however, the Company continues to lease these facilities under the previous
lease schedules for $4,685 per month.

NOTE 13.  MAJOR CUSTOMER AND SUPPLIER

The percentage of net revenue attributable to the Company's major customers
(exceeding 10% of total revenues) is 33.3% for 1999, 13.0% for 1998, and 12.5%
for 1997.

The percentage of cost of sales attributable to the Company's major suppliers
(exceeding 10% of total cost of sales) is 38.1% for 1999 and 18.0% for 1998.

                                       26
<PAGE>   27
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 14. INDUSTRY SEGMENTS

The Company considers its operations to include principally three industry
segments; (1) manufacture of protective packaging and similar materials, (2)
manufacture of THERMASTRUCTURE building products, and (3) licensing and related
machinery sales. Summary data for 1999, 1998, and 1997 is as follows:

<TABLE>
<CAPTION>
                                                              1999              1998             1997
<S>                                                        <C>               <C>             <C>
     Net revenues:
        Protective packaging and similar material          $10,185,809       $11,458,112     $ 9,421,180
        THERMASTRUCTURE products and similar materials              --         1,340,631         845,873
        Licensing and related machinery sales                       --           374,008         687,807
                                                           -----------       -----------     -----------

        Revenue                                            $10,185,809       $13,172,751     $10,954,860
                                                           ===========       ===========     ===========

     Operating income (loss):
       Protective packaging and similar materials          $ 2,618,517       $ 3,799,524     $ 2,477,830
       THERMASTRUCTURE products and similar materials          (48,475)          576,879          60,437
       Licensing and related machinery sales                        --            64,587         299,957
                                                           -----------       -----------     -----------
               Segment operating income                      2,570,042         4,440,990       2,838,224

               General corporate expense                     2,041,748         2,519,107       2,330,711
                                                           -----------       -----------     -----------
               Operating profit                            $   528,294       $ 1,921,883     $   507,513
                                                           ===========       ===========     ===========

     Capital expenditures:
        Protective packaging and similar materials         $ 1,071,927       $ 1,815,983     $ 1,026,830
        THERMASTRUCTURE products - U.S. operations                  --            63,697         206,892
        General corporate                                       27,095            46,427          14,724
                                                           -----------       -----------     -----------

               Capital expenditures                        $ 1,099,022       $ 1,926,107     $ 1,248,446
                                                           ===========       ===========     ===========

     Depreciation and amortization:
        Protective packaging and similar materials         $   566,695       $   547,091     $   468,762
        THERMASTRUCTURE products                                35,696            45,217          82,257
        General corporate                                       35,896            25,937          27,574
                                                           -----------       -----------     -----------

               Depreciation and amortization               $   638,287       $   618,245     $   578,593
                                                           ===========       ===========     ===========

     Identifiable assets at December 31:
        Protective packaging and similar materials         $ 5,815,823       $ 5,361,044     $ 3,970,025
        THERMASTRUCTURE products                             3,827,588         1,577,933       2,938,691
        Licensing and related machinery sales                   63,715            63,515       1,745,769
        General corporate                                    2,255,905         4,887,724       2,537,687
                                                           -----------       -----------     -----------
               Assets                                      $11,963,031       $11,890,216     $11,192,172
                                                           ===========       ===========     ===========
</TABLE>

                                       27
<PAGE>   28
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 15.  OTHER MATTERS

During 1998, the Company transferred certain assets and liabilities to
Thermasteel Corp. for $6,200,000 (discounted to $4,976,585). Company retained a
5% ownership interest in Thermasteel Corp. Company received $1,250,000 down with
balance to be received in installments. Gain on this transaction ($806,796) has
been included in income from operation for current year. The discounted portion
($1,223,415) of the receivable will be recognized as interest income as future
collections are received. Gain is recognized as income from operations since
transfer is deemed a disposal of a portion of a line of business rather than a
sale of a segment of business.

During 1998, the Company transferred its 100% owned subsidiary, RADVA RU, Inc.
as part of sale to Thermasteel Corp. Restatement of prior periods as a result of
this transfer resulted in no change to prior periods since RADVA RU, Inc. had no
assets, liabilities or activity during the periods presented.

During 1997, the Company acquired an additional 70% of common stock of
Thermastructure, Ltd. increasing its ownership to 90% of common stock. Company
acquired the additional stock by giving up certain assets making this entire
transaction a noncash transaction. Company and minority interest of
Thermastructure, Ltd. transferred all of the assets and liabilities into a new
company Thermastructure XT Corp while maintaining the same ownership percentages
(90% for Company and 10% for minority interest). Thermastructure XT Corp is
consolidated into Company's financial statements.

NOTE 16.  OTHER ASSETS - OTHER

Other assets - other consist of the following:

<TABLE>
<CAPTION>
                                       1999         1998            1997
<S>                                  <C>          <C>            <C>
          Deposits                   $ 15,600     $ 15,600       $   15,600
          Loan costs                   51,395       57,420           31,938
          Patent costs                 42,343       42,343           51,134
          Mexican investment               --           --           70,096
          Investment in Pereslav       55,000       55,000           55,000
          Investment in licenses           --           --        1,105,135
          Material rights              86,666       54,638           13,931
          Other                           147           --               --
                                     --------     --------       ----------
                                     $251,151     $225,001       $1,342,834
                                     ========     ========       ==========
</TABLE>

NOTE 17.  CONTINGENCIES

Debt assumption:

On April 1, 1997 Company reacquired certain real estate of Thermastructure, Ltd.
by assuming obligations owed to the Industrial Development Authority (IDA)
amounting to $775,818.

As of December 31, 1999 Company remains primarily liable on debt assumed as part
of transfer of certain real estate. Outstanding balance on this debt amounted to
$570,000 as of December 31, 1999.

                                       28
<PAGE>   29
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 17.  CONTINGENCIES (CONTINUED)

Legal matters:

In the normal course of business, the Company is involved in various legal
proceedings. In the opinion of management, any liability resulting from such
proceedings would not have a material adverse effect on the Company's
consolidated financial statements.

NOTE 18.  NET INCOME PER COMMON SHARE AND COMMON SHARE EQUIVALENT

Basic earnings per share excludes dilution and is computed by dividing net
income by the weighted-average number of common shares outstanding for the
period. Diluted earnings per share is computed by dividing net income by the sum
of the weighted-average number of common shares outstanding for the period and
the number of equivalent shares assumed outstanding under the Company's stock
option plans.

Options held to purchase 400,000 common shares at $.81 were not dilutive and
were outstanding at December 31, 1999. These shares are not included in the
diluted earnings per share calculation because the options' exercise price was
greater than the average market price of the common shares. Diluted earnings per
share was calculated as follows:

<TABLE>
<CAPTION>
                                                  1999
                                               ----------
<S>                                            <C>
Net income to common stockholders              $  272,252
                                               ==========

Weighted average common shares outstanding      4,059,352

Share equivalents, due to stock options                --
                                               ----------
                                                4,059,352
                                               ==========

Net income per share-diluted                   $      .07
                                               ==========
</TABLE>

NOTE 19.  STOCK OPTION PLANS

During the year Company approved two Stock Option Plans, the 1998 Stock Option
Plan and the 1998 Non-employee Directors Stock Option Plan. Both Plans contained
retroactive effective dates of July 8, 1998 and September 28, 1998,
respectively.

The Company's 1998 Stock Option Plan (the Plan) authorizes the granting of stock
options, up to a total of 375,000 shares of common stock, to any employee of the
Company. Under the Plan, the exercise price of each option equals fair market
value of the Company's stock on the grant date, and an option's maximum term is
ten years. If the employee is a 10% shareholder the exercise price of each
option shall not be less than 110% of the fair market value on the grant date,
and an option's maximum term is five years.

The Company's 1998 Non-employee Directors Stock Option Plan (the Plan)
authorizes the granting of stock options, up to a total of 125,000 shares of
common stock, to the directors of the Company who are not otherwise employees of
the Company or any Subsidiary and were not employees for a period of at least
one year before the date of grant of an option under the Plan. Under the Plan,
the exercise price of each option equals fair market value of the Company's
stock on grant date, and an option's maximum term is ten years.

                                       29
<PAGE>   30
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 19.  STOCK OPTION PLANS (CONTINUED)

A summary of the status of the Company's Stock Option Plans as of December 31,
1999, and the changes during the year is presented below:

<TABLE>
<CAPTION>
                             FIXED OPTIONS                           SHARES     WEIGHTED-AVERAGE EXERCISE PRICE
         ------------------------------------------------------     -------     -------------------------------
<S>                                                                 <C>         <C>
           January 1, 1999                                          400,000                   $.81
           Granted                                                       --                     --
           Exercised                                                     --                     --
           Forfeited                                                     --                     --
                                                                    -------
           December 31, 1999                                        400,000                   $.81
                                                                    =======

           Exercisable at December 31, 1999                         400,000                   $.81

           Options available for grant at December 31, 1999         100,000                   $.81
</TABLE>

The range of option prices for options outstanding as of December 31, 1999, was
$.81 with a weighted average remaining contractual life of approximately 9
years.

If the Company had used the fair value based method of accounting for its
Employee Stock Option Plan, as prescribed by Statements of Financial Accounting
Standards No. 123, compensation cost in net income for the year ended December
31, 1999 would have increased by $222,750, resulting in net income of $53,502,
net of tax. The basic and diluted earnings per share would have been $.01.

The fair value of each option grant of $.81 is estimated on the date of grant
using the exercise price since fair value could not be reasonably estimated at
grant date.

NOTE 20.  STOCK REPURCHASE PLAN

Board of Directors has authorized the Company to repurchase up to 200,000 shares
of the Company's common stock. The Company purchased 38,500 shares for
approximately $37,000, increasing the total number of shares purchased pursuant
to the Stock Repurchase Plan to 57,500 shares.

NOTE 21.  LIQUIDATION OF SUBSIDIARY

During the year, RADVA Corporation (the Company) acquired the minority interest
of Thermastructure XT Corp. This made Thermastructure XT Corp. a wholly owned
subsidiary of the Company. At December 22, 1999 the Company elected to liquidate
subsidiary and combine the assets and liabilities with the Company's assets and
liabilities. Generally this type of transaction would be accounted for using the
purchase method of accounting, however, with transfers between entities under
common control, a parent company may transfer net assets of a wholly owned
subsidiary to itself and liquidate subsidiary. This type of transfer is
accounted for at historical cost in a manner similar to a pooling of interest.
As a result of this transfer the Company recorded an increase in paid-in capital
of $51,504.

                                       30
<PAGE>   31
<TABLE>
                                     RADVA CORPORATION AND SUBSIDIARY

                                SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
                               YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

<CAPTION>
                                                                                 OTHER
                                    BALANCE                                     CHANGES
                                      AT                                          ADD           BALANCE
                                   BEGINNING     ADDITIONS                      (DEDUCT)        AT END
     CLASSIFICATION                 OF YEAR       AT COST       RETIREMENTS     (A) (B)         OF YEAR
     --------------               ----------     ----------     -----------    ----------     ----------
<S>                               <C>            <C>            <C>            <C>            <C>
Year ended December 31, 1997:

   Land and improvements          $  225,984     $       --     $    5,000     $   91,753     $  312,737
   Buildings and improvements      2,102,263        115,835         82,298        695,110      2,830,910
   Machinery and equipment         2,702,842        837,480         38,630        909,608      4,411,300
   Transportation equipment          333,289         23,579         78,075             --        278,793
   Office equipment                  200,200         51,061          1,483             --        249,778
                                  ----------     ----------     ----------     ----------     ----------

                                  $5,564,578     $1,027,955     $  205,486     $1,696,471     $8,083,518
                                  ==========     ==========     ==========     ==========     ==========

Year ended December 31, 1998:

   Land and improvements          $  312,737     $       --     $  130,229     $       --     $  182,508
   Buildings and improvements      2,830,910        925,148        704,823             --      3,051,235
   Machinery and equipment         4,411,300        859,230        974,047         15,995      4,312,478
   Transportation equipment          278,793         79,100         18,978             --        338,915
   Office equipment                  249,778         46,634         47,288             --        249,124
                                  ----------     ----------     ----------     ----------     ----------

                                  $8,083,518     $1,910,112     $1,875,365     $   15,995     $8,134,260
                                  ==========     ==========     ==========     ==========     ==========


Year ended December 31, 1999:

   Land and improvements          $  182,508     $    1,887     $       --     $       --     $  184,395
   Buildings and improvements      3,051,235         60,718             --             --      3,111,953
   Machinery and equipment         4,312,478        936,125         34,638             --      5,213,965
   Transportation equipment          338,915         59,590         32,545             --        365,960
   Office equipment                  249,124         40,702             --             --        289,826
                                  ----------     ----------     ----------     ----------     ----------

                                  $8,134,260     $1,099,022     $   67,183     $       --     $9,166,099
                                  ==========     ==========     ==========     ==========     ==========
</TABLE>

(A)  During 1999, 1998 and 1997, the Company placed in service certain property
     which has previously been classified as inventory.

(B)  During 1997 the Company acquired ninety (90) percent of Thermastructure XT
     Corp. in a noncash transaction.

                                       31
<PAGE>   32
<TABLE>
                                     RADVA CORPORATION AND SUBSIDIARY

                                SCHEDULE VI - ACCUMULATED DEPRECIATION AND
                              AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
                               YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

<CAPTION>
                                                 ADDITIONS                       OTHER
                                    BALANCE       CHARGED                       CHANGES
                                      AT          TO COST                         ADD           BALANCE
                                   BEGINNING        AND                         (DEDUCT)        AT END
     CLASSIFICATION                 OF YEAR       EXPENSES      RETIREMENTS       (A)           OF YEAR
     --------------               ----------     ----------     -----------    ----------     ----------
<S>                               <C>            <C>            <C>            <C>            <C>
Year ended December 31, 1997:

   Land and improvements          $   24,331     $     --     $     --           $  --        $   24,331
   Buildings and improvements      1,075,615      102,282        1,556              --         1,176,341
   Machinery and equipment         1,642,417      248,549        1,121              --         1,889,845
   Transportation equipment          193,817       35,466       78,075              --           151,208
   Office equipment                  131,026       22,894           --              --           153,920
                                  ----------     --------     --------           -----        ----------

                                  $3,067,206     $409,191     $ 80,752           $  --        $3,395,645
                                  ==========     ========     ========           =====        ==========


Year ended December 31, 1998:

   Land and improvements          $   24,331     $     --     $     --           $  --        $   24,331
   Buildings and improvements      1,176,341      102,350       27,040              --         1,251,651
   Machinery and equipment         1,889,845      298,193      117,479              --         2,070,559
   Transportation equipment          151,208       51,813       25,113              --           177,908
   Office equipment                  153,920       27,985       15,090              --           166,815
                                  ----------     --------     --------           -----        ----------

                                  $3,395,645     $480,341     $184,722           $  --        $3,691,264
                                  ==========     ========     ========           =====        ==========

Year ended December 31, 1999:

   Land and improvements          $   24,331     $     --     $     --           $  --        $   24,331
   Buildings and improvements      1,251,651      111,773           --              --         1,363,424
   Machinery and equipment         2,070,559      384,043       34,638              --         2,419,964
   Transportation equipment          177,908       70,880       32,545              (1)          216,242
   Office equipment                  166,815       29,870           --              --           196,685
                                  ----------     --------     --------           -----        ----------

                                  $3,691,264     $596,566     $ 67,183           $  (1)       $4,220,646
                                  ==========     ========     ========           =====        ==========
</TABLE>

(A)  During 1999, 1998 and 1997, the Company placed in service certain property
     which has previously been classified as inventory.

                                       32
<PAGE>   33
<TABLE>
                                RADVA CORPORATION AND SUBSIDIARY

                       SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
                          YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

<CAPTION>
                                                    ADDITIONS
                                               --------------------
                                   BALANCE     CHARGED      CHARGED
                                     AT           TO          TO                       BALANCE
                                  BEGINNING    COST AND      OTHER                      AT END
   DESCRIPTION                     OF YEAR     EXPENSES    ACCOUNTS   DEDUCTIONS (A)   OF YEAR
   -----------                    ---------    --------    ---------  --------------   -------
<S>                               <C>          <C>         <C>        <C>             <C>
Year ended December 31, 1997:
   Allowance for doubtful
     accounts                     $172,560     $(66,137)     $ --        $   --        $106,423
                                  ========     ========      ====        ======        ========

Year ended December 31, 1998:
   Allowance for doubtful
     accounts                     $106,423     $  6,717      $ --        $   --        $113,140
                                  ========     ========      ====        ======        ========

Year ended December 31, 1999:
   Allowance for doubtful
     accounts                     $113,140     $ 17,957      $ --        $5,165        $125,932
                                  ========     ========      ====        ======        ========
</TABLE>

(A)  Represents uncollectible amounts written off, net of recoveries.

                                       33
<PAGE>   34
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 as to the Company's directors is incorporated by reference to
material contained under the heading "Election of Directors" in the Company's
proxy statement for its annual meeting of stockholders scheduled for March 22,
2000.

Information as to the Company's executive officers is set forth under the
heading "Executive Officers" in ITEM 1 of this report.

ITEM 11.  EXECUTIVE COMPENSATION
--------------------------------

Information as to executive compensation is incorporated by reference to
material contained under the headings "Cash Compensation" and "Compensation
Plans" in the Company's proxy statement for its annual meeting of stockholders
scheduled for March 22, 2000.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
------------------------------------------------------------------------

Information as to the security ownership of certain beneficial owners and
management is incorporated by reference to material contained under the heading
"Principal Stockholders" in the Company's proxy statement for its annual meeting
of stockholders scheduled for March 22, 2000.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------

Information as to certain relationships and related transactions is incorporated
by reference to material contained under the heading "Certain Relationships and
Related Transactions" in the Company's proxy statement for its annual meeting of
stockholders scheduled for March 22, 2000.

                                     PART IV

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

(a)  (1)  Financial Statements (Included in PART II)
          ------------------------------------------

          See ITEM 8 in PART II

                                       34
<PAGE>   35
(a)  (2)  Financial Statement Schedules (Included in PART II)
          ---------------------------------------------------

          See ITEM 8 in PART II

(a)  (3)  Exhibits
          --------

The exhibits filed with this report and the documents incorporated by reference
as exhibits to this report are described below.

                  (3)(a) Articles of Incorporation of the Company (Incorporated
by reference to Exhibit B to Registration Statement No. 0-15464 filed with the
Securities and Exchange Commission on March 9, 1987).

                  (3)(b) Bylaws of the Company (Incorporated by reference to
Exhibit C to Registration Statement No. 0-15464 filed with the Securities and
Exchange Commission on March 9, 1987).

                  (4)(a) Bond Purchase Agreement dated as of October 1, 1981
among the Industrial Development Authority of the City of Portsmouth, First &
Merchants National Bank, and the Company; Agreement of Sale dated as of October
1, 1981 between the Industrial Development Authority of the City of Portsmouth
and the Company; Assignment Agreement dated as of October 1, 1981 between the
Industrial Development Authority of the City of Portsmouth and First & Merchants
National Bank; $550,000 promissory note of the Company; Deed of Trust dated as
of October 1, 1981 between the Industrial Development Authority of the City of
Portsmouth and Joseph S. Lovering, Jr. and William H. West, as trustees
(Incorporated by reference to Exhibit 4(a) to Registration Statement No. 33-5319
filed with the Securities and Exchange Commission on June 25, 1986).

                  (4)(b) Letter of Commitment dated October 9, 1984 between the
Company and Sovran Bank, N.A.; $1,000,000 promissory note of the Company; Deed
of Trust dated as of October 10, 1984 between the Company and Joel S. Rhew and
H. Gregory Kilduff, as trustees; Security Agreement dated as of October 10, 1984
between the Company and Sovran Bank, N.A. (Incorporated by reference to Exhibit
4(b) to Registration Statement No. 33-5319 filed with the Securities and
Exchange Commission on June 25, 1986).

                  (4)(c) Letter of Commitment dated August 25, 1984 between the
Company and Sovran Bank, N.A. and related promissory note of the Company;
Security Agreement dated August 30, 1983 between the Company and First &
Merchants National Bank (*the predecessor to Sovran Bank, N.A.); Accounts
Receivable and Inventory Reporting Service Instructions dated March 18, 1986;
Collateral Services Rate Agreement dated August 17, 1983 between the Company and
First & Merchants National Bank (Incorporated by reference to Exhibit 4(c) to
Registration Statement No. 33-5319 filed with the Securities and Exchange
Commission on June 25, 1986).

                  (4)(d) Letter of Commitment dated September 16, 1987 between
the Company and Sovran Bank, N.A. relating to a $1,000,000 line of credit.
(Incorporated by reference to Exhibit 4(d) of Registrant's 1987 Form 10-K).

                                       35
<PAGE>   36
                  (4)(e) In addition to the matters reported in Exhibits (4)(a)
through (4)(d) above, the long-term debt as shown on the consolidated balance
sheet of the Company at December 31, 1999 included additional obligations each
of which is less than 10% of the total assets of the Company. The documents
evidencing these obligations are omitted pursuant to Item 601(b)(4)(iii) of
Regulation S-K and will be furnished to the Securities and Exchange Commission
upon request.

                  (4)(f) See Article III, Section 4 of Exhibit 3(a).

                  (4)(g) See Articles II, III, VI, VIII and IX of Exhibit
(3)(b).

                  (4)(h) Form of Stock Purchase Warrant (Incorporated by
reference to Exhibit 4(g) to Registration Statement No. 33-5319 filed with the
Securities and Exchange Commission on June 25, 1986).

                  (10)(a) Lease Amendment #1 dated August 26, 1989 between the
Company and Gil Gillis, Gwenda Gillis, and Gayla Gillis relating to premises
located at 2500 South Main Street, Highway 293, Kennesaw, Georgia (Incorporated
by reference to Exhibit 10(a) of Registrant's 1987 Form 10-K).

                  (10)(b) Lease dated February 20, 1986 between Guam Capital
Investment Corporation and the Company relating to premises located at Lot No.
236, Agat, Guam (Incorporated by reference to Exhibit 10(c to Registration
Statement No. 33-5319 filed with the Securities and Exchange Commission on June
25, 1986).

                  (10)(c) Lease dated April 29, 1986 between Chuckatuck
Partnership and the Company relating to the Company's principal executive office
space in Radford, Virginia (Incorporated by reference to Exhibit 10(d) to
Registration Statement No. 33-5319 filed with the Securities and Exchange
Commission on June 25, 1986).

                  (10)(d) Lease dated July 1, 1987 between the Atlantic
Richfield Company and James M. Chamberlain and Patsy L. Chamberlain, as trustees
of the Chamberlain Family Trust, relating to premises located at 3802 East
Broadway, Phoenix, Arizona.

                  (10)(e) Agreement dated March 31, between the Department of
the Army and the Company relating to the construction of U.S. military housing
in Edgewood, Maryland. (Incorporated by reference to Exhibit 10(e) of
Registrant's 1987 Form 10-K).

                  (10)(f) Agreement dated September 1, 1987 between Zublin
Delaware, Inc. and the Company relating to the construction of U.S. military
housing in Vilseck, West Germany. (Incorporated by reference to Exhibit 10(f) of
Registrant's 1987 Form 10-K.)

                  (10)(g) Agreement dated as of July 1, 1985 between ARCO
Chemical Company and the Company relating to the sale of various copolymer
resins (Incorporated by reference to Exhibit 10(g) to Registration Statement No.
33-5319 filed with the Securities and Exchange Commission on June 25, 1986.)

                                       36
<PAGE>   37
                  (10)(h) Agreement dated as of April 11, 1986 between ARCO
Technology, Inc. and the Company relating to a license of certain manufacturing
rights (Incorporated by reference to Exhibit 10(h) to Registration Statement No.
33-5319 filed with the Securities and Exchange Commission on June 5, 1986.)

                  (10)(i) Bank of Virginia Trust Company Prototype Plan and
Trust Agreement and accompanying Joinder Agreement (Incorporated by reference to
Exhibit 10(i) to Registration Statement No. 33-5319 filed with the Securities
and Exchange Commission on June 24, 1986.)

                  (10)(j) 1986 Stock Option Plan for employees of the Company
(Incorporated by reference to Exhibit 10(j) to Registration Statement No.
33-5319 filed with the Securities and Exchange Commission on June 24, 1986.)

                  (10)(k) Settlement Agreement dated June 19, 1986 among the
Company, Luther I. Dickens, and Great Northern Corporation (Incorporated by
reference to Exhibit 10(k) to Registration Statement No. 33-5319 filed with the
Securities and Exchange Commission on June 24, 1986.)

                  (10)(l) Purchase Agreement dated December 31, 1987 between the
Company and the Atlantic Richfield Company (Incorporated by reference to Exhibit
10 to the Company's current report on Form 8-K filed with the Securities and
Exchange Commission on January 13, 1988.

                  (11) Statement recomputation of per share earnings.

(b)     Reports on Form 8-K
        -------------------

        None

(c)     Exhibits
        --------

        See ITEM 14(a)(3) above.

(d)     Financial Statement Schedules
        -----------------------------

        See ITEM 14(a)(2) above.

                                       37
<PAGE>   38
                                   SIGNATURES

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


                                             RADVA Corporation

Dated: March 23, 2000                        By /s/ Luther I. Dickens
                                               ------------------------------
                                               Luther I. Dickens
                                               Chief Executive 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.


Dated: March 23, 2000                        By /s/ Luther I. Dickens
                                               ------------------------------
                                               Luther I. Dickens
                                               Chief Executive Officer


Dated: March 23, 2000                        By /s/ James M. Hylton
                                               ------------------------------
                                               James M. Hylton
                                               Director


Dated: March 23, 2000                        By /s/ Rush G. Allen
                                               ------------------------------
                                               Rush G. Allen
                                               Director


Dated: March 23, 2000                        By /s/ J. Granger Macfarlane
                                               ------------------------------
                                               J. Granger Macfarlane
                                               Director


Dated: March 23, 2000                        By /s/ Stephen L. Dickens
                                               ------------------------------
                                               Stephen L. Dickens
                                               President and Director


Dated: March 23, 2000                        By /s/ David B. Kinney
                                               ------------------------------
                                               David B. Kinney
                                               Director

                                       38