UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) August 9, 1995
TRIARC COMPANIES, INC.
----------------------------------------------
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-2207 38-0471180
-------- ------- -----------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
900 Third Avenue, New York, New York 10022
---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:(212)230-3000
-----------------------------------------------
(Former Name or Former Address, if
Changed Since Last Report)
<PAGE>
This Form 8-K/A of Triarc Companies, Inc. ("Triarc") constitutes Amendment
No. 1 to Triarc's Current Report on Form 8-K (the "Original Form 8-K") which
was filed with the Securities and Exchange Commission on August 14, 1995.
This amendment furnishes information required by Item 7 of the Form.
Capitalized terms used herein have the same meaning ascribed to them in the
Original Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Businesses Acquired
The financial statements, together with the notes thereto, of the
business (referred to herein as the "Company") acquired in the Acquisition
reflecting the historical results of operations of the Company required by
this part, with respect to the periods required by Rule 3-05(b) of
Regulation S-X, are set forth below.
CONTENTS
Years Ended December 31, 1994, 1993 and 1992:
Report of Independent Certified Public Accountants
Combined Balance Sheets at December 31, 1994 and 1993
Combined Statements of Income for the Years Ended December 31, 1994,
1993 and 1992
Combined Statements of Stockholders' Equity and Partners' Capital for the
Years Ended December 31, 1994, 1993 and 1992
Combined Statements of Cash Flows for the Years Ended December 31, 1994,
1993 and 1992
Notes to Combined Financial Statements
Six Months Ended June 30, 1995:
Independent Auditors' Report
Combined Balance Sheet as of June 30, 1995
Combined Statement of Operations for the Six Months Ended June 30, 1995
Combined Statement of Stockholder's Equity for the Six Months Ended
June 30, 1995
Combined Statement of Cash Flows for the Six Months Ended June 30, 1995
Notes to Combined Financial Statements
Six Months Ended June 30, 1994:
Combined Statement of Operations for the Six Months Ended June 30, 1994
Combined Statement of Cash Flows for the Six Months Ended June 30, 1994
<PAGE>
Report of Independent Certified Public Accountants
Stockholders and Partners
Joseph Victori Wines, Inc. and Affiliates
Non Alcoholic Beverage Division
We have audited the accompanying combined balance sheets of Joseph Victori
Wines, Inc. and Affiliates, Non Alcoholic Beverage Division (see Note A to
the financial statements) as of December 31, 1994 and 1993, and the related
combined statements of income, stockholders' equity and partners' capital,
and cash flows for each of the three years in the period ended December 31,
1994. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements 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 financial statements referred to above present fairly,
in all material respects, the combined financial position of Joseph Victori
Wines, Inc. and Affiliates, Non Alcoholic Beverage Division as of December
31, 1994 and 1993 and the combined results of their operations and their
combined cash flows for each of the three years in the period ended December
31, 1994 in conformity with generally accepted accounting principles.
As discussed in Note H-3 to the combined financial statements, a judgment of
approximately $4,025,000 was awarded against the Company in an action
alleging wrongful termination of a distribution agreement. The Company is
appealing the judgment; accordingly, the outcome of this litigation and the
amount, if any, that may ultimately be incurred cannot be determined and no
provision for any liability has been made in the accompanying combined
financial statements.
Grant Thornton, LLP
New York, New York
February 22, 1995
<PAGE>
<TABLE>
JOSEPH VICTORI WINES, INC. AND AFFILIATES
NON ALCOHOLIC BEVERAGE DIVISION
COMBINED BALANCE SHEETS
<CAPTION>
December 31,
------------------
1994 1993
---- ----
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents
(Notes B-5,F and I) $ 922,730 $ 780,078
Accounts receivable, net of
allowance for doubtful accounts
of $424,000 and $314,700 at
December 31, 1994 and 1993,
respectively (Notes F and I) 7,463,818 5,508,516
Inventory (Notes B-3 and C) 12,564,185 10,965,973
Prepaid expenses and other current
assets 1,264,024 860,985
----------- -----------
Total current assets 22,214,757 18,115,552
Property and equipment, net
(Notes B-4 and D) 1,315,028 709,090
Other assets 271,147 33,726
----------- -----------
$23,800,932 $18,858,368
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY AND PARTNERS' CAPITAL
Current liabilities:
Line of credit (Note F) $1,000,000 $ --
Accounts payable and accrued expenses 8,865,675 4,934,662
Current portion of obligations under
capital leases (Note H-1) 109,925 97,150
Income taxes payable (Note B-2) 12,338 334,808
----------- -----------
Total current liabilities 9,987,938 5,366,620
Obligations under capital leases,
net of current
portion (Note H-1) 19,678 129,603
----------- -----------
10,007,616 5,496,223
----------- -----------
Commitments and contingencies (Note H)
Stockholders' equity and partners'
capital (Note G):
Common stock 250,600 600
Retained earnings and partners'
capital 13,554,716 13,373,545
Less treasury stock, at cost
(25 shares) (12,000) (12,000)
----------- -----------
13,793,316 13,362,145
----------- -----------
$23,800,932 $18,858,368
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
<TABLE>
JOSEPH VICTORI WINES, INC. AND AFFILIATES
NON ALCOHOLIC BEVERAGE DIVISION
COMBINED STATEMENTS OF INCOME
<CAPTION>
For the years ended December 31,
--------------------------------
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Net sales (Notes B-1,
I and J) $128,785,584 $109,409,765 $ 82,437,072
Cost of goods sold 85,347,706 72,306,581 54,871,463
------------ ------------ ------------
Gross profit 43,437,878 37,103,184 27,565,609
------------ ------------ -----------
Operating expenses:
Selling 22,994,994 16,305,705 6,867,894
General and administrative
(Note H-1) 4,696,258 3,465,460 1,989,879
Officer's compensation 238,443 2,815,733 7,813,000
----------- ----------- -----------
Total operating expenses 27,929,695 22,586,898 16,670,773
----------- ----------- -----------
Operating income 15,508,183 14,516,286 10,894,836
Interest (income) expense 31,110 (25,982) (63,851)
Other (income) expense (Note K) 3,555,752 697,580 (194,605)
----------- ----------- -----------
Income before provision
for income taxes 11,921,321 13,844,688 11,153,292
(Benefit) provision for income
taxes (Note B-2) (174,823) 470,000 124,200
----------- ----------- -----------
Net income $12,096,144 $13,374,688 $11,029,092
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
<TABLE>
JOSEPH VICTORI WINES, INC. AND AFFILIATES
NON ALCOHOLIC BEVERAGE DIVISION
COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY
AND PARTNERS' CAPITAL
For the Years Ended December 31, 1994, 1993 and 1992
<CAPTION>
Common Stock Partners'
------------- Capital and
Par Retained Treasury
Shares Value Earnings Stock Total
------ ------ ---------- ------- -----
<S> <C> <C> <C> <C> <C>
Balance at
December
31, 1991 2,800 $ 600 $ 8,948,487 $ (12,000) $ 8,937,087
Net income -- -- 11,029,092 -- 11,029,092
Distributions to
stockholder -- -- (9,114,226) -- (9,114,226)
---------- -------- ----------- ---------- -----------
Balance at
December
31, 1992 2,800 600 10,863,353 (12,000) 10,851,953
Net income -- -- 13,374,688 -- 13,374,688
Distributions to
stockholder -- -- (10,864,496) -- (10,864,496)
---------- -------- ------------ ---------- -----------
Balance at
December
31, 1993 2,800 600 13,373,545 (12,000) 13,362,145
Issuance of
capital
stock 25,000,000 250,000 -- -- 250,000
Net income -- -- 12,096,144 -- 12,096,144
Distributions to
stockholder -- -- (11,914,973) -- (11,914,973)
---------- -------- ------------ ---------- -----------
Balance at
December
31, 1994 25,002,800 $250,600 $13,554,716 $ (12,000) $13,793,316
========== ======== =========== ========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
JOSEPH VICTORI WINES, INC. AND AFFILIATES
NON ALCOHOLIC BEVERAGE DIVISION
COMBINED STATEMENTS OF CASH FLOWS
<CAPTION>
For the years ended December 31,
--------------------------------
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating
activities:
Net income $12,096,144 $ 13,374,688 $11,029,092
Adjustments to reconcile net
income to net cash provided by
operating activities:
Depreciation and amortization 391,957 321,503 166,044
Increase (decrease) in cash
flows from changes in
operating assets and
liabilities:
Accounts receivable (1,955,302) (1,492,233) (2,121,863)
Inventory (1,598,212) (3,727,811) (1,516,191)
Prepaid expenses and
other current assets (403,039) (709,965) (8,726)
Other assets (237,421) 29,389 (80,329)
Accounts payable and
accrued expenses 3,931,013 1,297,488 2,792,283
Other current
liabilities -- -- (156,008)
Income taxes payable (322,470) 187,419 (96,890)
----------- ----------- -----------
Net cash provided by
operating activities 11,902,670 9,280,478 10,007,412
----------- ----------- -----------
Cash flows from investing activities:
Purchase of property and equipment,
net of sales and disposals (997,895) (630,936) (256,289)
----------- ---------- -----------
Net cash used in investing
activities (997,895) (630,936) (256,289)
----------- ---------- -----------
Cash flows from financing activities:
Distribution to stockholder (11,914,973) (10,864,496) (9,114,226)
Proceeds from issuance of capital
stock 250,000 -- --
Proceeds from capital lease
obligations, net of repayments (97,150) 154,085 72,668
Proceeds from (repayment of)
stockholder's loan -- (26,184) 14,966
Borrowing from line of credit 1,000,000 -- --
----------- ----------- -----------
Net cash used in financing
activities (10,762,123) (10,736,595) (9,026,592)
----------- ----------- -----------
Net increase (decrease) in cash and
cash equivalents 142,652 (2,087,053) 724,531
Cash and cash equivalents at
beginning of year 780,078 2,867,131 2,142,600
----------- ----------- -----------
Cash and cash equivalents at end of
year $ 922,730 $ 780,078 $ 2,867,131
=========== =========== ===========
Supplemental disclosures of cash flow
information:
Cash paid during the year for:
Interest $ 32,904 $ 24,548 $ 14,267
Income taxes $ 217,897 $ 198,394 $ 110,808
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
JOSEPH VICTORI WINES, INC. AND AFFILIATES
NON ALCOHOLIC BEVERAGE DIVISION
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1994, 1993 AND 1992
Note A - Business and Organization
The accompanying financial statements include the accounts of the Non
Alcoholic Beverage Division only of Joseph Victori Wines, Inc., a New York
corporation ("JVW NY"), Joseph Victori Wines, Inc., a California corporation
("JVW CA"), Mistic Beverage, Inc., a Delaware corporation ("Mistic"), Best
Flavors, Inc., a Nevada corporation ("Best Flavors"), and LVJ Sales Company,
a general partnership ("LVJ"), which ceased operations effective September
30, 1993 (collectively, the "Company"). The nonincluded accounts of the
Company's wine division are not material. All intercompany accounts and
transactions have been eliminated in combination.
Mistic was incorporated in December 1993. In November 1994, Mistic
sold 25,000,000 shares of stock at par value of $.01 per share and began
operations as an affiliate of the Company. Mistic purchased for book value
all the inventory and fixed assets of JVW CA and acquired the licensing
agreement for use of the Royal Mistic TM brand names in the territory
previously covered by JVW CA. Mistic assumed all liabilities under the co-
packers' agreements and distributors' agreements. All intercompany profits
on purchase of inventory have been eliminated in combination.
The Company produces and markets, under the Royal Mistic TM brand
name, a broad selection of "new age" beverages and ready-to-drink brewed
iced teas. The Company's new age beverages include carbonated and
noncarbonated fruit juice flavored beverages, teas, and naturally flavored
sparkling waters.
Note B - Summary of Significant Accounting Policies
1. Revenue Recognition
Revenue is recognized upon the shipment of finished
merchandise to customers. Allowances for sales returns
are recorded as a component of net sales in the periods in
which the related sales are recognized.
2. Income Taxes
Beginning in August 1987, the Corporate entities
elected S Corporation status for Federal and certain
state income tax purposes. Accordingly, no
provision has been made in the accompanying
financial statements for Federal and certain state
income taxes for the S Corporation periods. Any tax
liabilities related to income earned during these
periods will be payable by the stockholders of the
Company.
During the year ended December 31, 1993, the Company
settled Federal and certain state and local tax
assessments relating to years the Company was a C
corporation. The amounts totaling $308,000 were
included in the provision for income taxes for the
year ended December 31, 1993. During the year ended
December 31, 1994, all liabilities for this matter
were paid. The Company adjusted the December 31,
1994 year-end accrual to include only the 1994 tax
provision, which resulted in a tax benefit of
approximately $175,000.
3. Inventory
Inventory is valued at the lower of cost or market,
with cost determined by the first-in, first-out
method.
4. Property and Equipment
Property and equipment are stated at cost.
Depreciation is computed over the estimated useful
lives of the assets (3-7 years) using accelerated
methods.
Expenditures for renewals and betterments of a
character determined to extend the originally
estimated useful life of an asset or materially
increase its productivity are capitalized. Minor
maintenance and repairs and minor renewals and
betterments are charged to expense as incurred.
5. Cash Equivalents
For purposes of the statement of cash flows, the
Company considers all highly liquid investments
purchased with an original maturity of three months
or less to be cash equivalents.
Note C - Inventory
Inventory consists of the following:
<TABLE>
<CAPTION>
December 31,
-----------------
1994 1993
---- ----
<S> <C> <C>
Raw materials $ 5,876,600 $ 6,344,666
Finished goods 6,687,585 4,621,307
----------- -----------
$12,564,185 $10,965,973
=========== ===========
</TABLE>
Noted D - Property and Equipment
Property and equipment are summarized as follows:
<TABLE>
<CAPTION>
December 31,
-----------------
1994 1993
---- ----
<S> <C> <C>
Furniture and fixtures $ 223,281 $ 123,035
Equipment - manufacturing and
office (Note H) 1,919,240 1,140,202
Automobiles 30,337 42,973
---------- ----------
2,172,858 1,306,210
Less accumulated depreciation (857,830) (597,120)
---------- ----------
$1,315,028 $ 709,090
========== ==========
</TABLE>
Depreciation expense aggregated approximately $392,000, $277,000 and
$166,000 for the years ended December 31, 1994, 1993 and 1992, respectively.
Note E - Related Party Transactions
JVW NY formerly leased office space from an entity partially owned by
the principal stockholder of the Company. Lease payments made to this
entity were approximately $7,800, $43,000 and $28,000 for the years ended
December 31, 1994, 1993 and 1992, respectively (Note G-1).
Note F - Line of Credit
In May 1994, the Company obtained a $5,000,000 line of credit
collateralized by the Company's accounts receivable. At December 31, 1994,
the Company had $1,000,000 outstanding against this line at the interest
rate of 8.5% per annum, expiring May 31, 1995.
The Company was required to issue a standby letter of credit in the
amount of $3,054,000 for an appeal bond in connection with litigation
proceedings (Note H-3). The line of credit has been reduced by this amount.
The Company was also required to issue a standby letter of credit in
the amount of $30,000, secured by a certificate of deposit for a new vendor.
Note G - Common Stock
<TABLE>
Common stock consists of the following:
Joseph Victori Wines, Inc. (New York), no par value,
200 shares authorized, 100 shares issued and 75
shares outstanding $ 200
Joseph Victori Wines, Inc. (California), no par value,
200 shares authorized, issued and outstanding 200
Mistic Beverage, Inc., $.01 par value, 40,000,000
shares authorized, 25,000,000 shares issued and
outstanding 250,000
Best Flavors, Inc., no par value, 2,500 shares
authorized 2,500 shares issued and outstanding 200
---------
$ 250,600
========
</PAGE>
Note H - Commitments and Contingencies
1. Leases
The Company leases office space and certain equipment under
operating and capital leases. In November 1993, the Company
entered into a lease for new office space for a five-year term
commencing January 1994. Included in general and administrative
expenses is approximately $155,000, $47,000 and $28,000 of rent
paid for the years ended December 31, 1994, 1993 and 1992,
respectively (Note E).
Property recorded under capital leases included the following:
December 31,
-----------------
1994 1993
---- ----
Machinery and equipment $ 366,553 $ 366,553
Accumulated amortization (207,312) (101,151)
--------- ---------
$ 159,241 $ 265,402
========= =========
Future minimum rental commitments at December 31, 1994 are
summarized as follows:
Operating Capital
Year ended December 31, leases leases
----------------------- ------ ------
1995 $ 157,500 $119,902
1996 157,500 19,984
1997 157,500 --
1998 157,500 --
1999 7,767 --
---------- --------
$ 637,767 139,886
==========
Less amounts representing interest 10,283
--------
Present value of minimum lease payment $129,603
========
2. Co-Packing Arrangements
The Company has entered into production agreements with various
independent bottlers ("co-packers") for the preparation,
bottling and storage of products. Under certain of these
agreements, the Company is required to order a minimum volume of
products, or to make certain payments to the respective co-
packers in lieu thereof. As of December 31, 1994, the Company
has not been required to make any payments to co-packers for
failing to meet such volume requirements.
3. Litigation
On November 30, 1994, a judgment was entered against the
Company in an action instituted by a former distributor in the
Circuit Court of Pulaski County in the State of Arkansas
alleging wrongful termination of a distribution agreement. The
judgment provides for an award of approximately $3,430,000 (plus
interest from November 30, 1994) and attorney's fees assessed at
approximately $595,000. The Company is appealing the judgment
and has furnished an appeal bond in an amount equal to the
judgment which has been secured by a letter of credit. After
consulting with counsel, the Company has determined that it is
not possible at this time to estimate the amount of damages, if
any, that may ultimately be incurred. Accordingly, no provision
has been made in the accompanying combined financial statements.
On March 11, 1993, a former distributor of the Company's
products was awarded damages in arbitration in the amount of
$664,000, including interest, for wrongful termination of its
distributorship pursuant to the terms of a distribution
agreement, dated March 1, 1991. The Company had accrued this
amount at December 31, 1993, which is included with other
(income) expense in the combined statement of income for the
year ended December 31, 1993.
The Company is also engaged in other lawsuits involving alleged
wrongful termination of distribution agreements and various
other lawsuits arising in the ordinary course of business. In
the opinion of management, based upon advice of legal counsel,
the ultimate outcome of these lawsuits should not have a
material impact on the business, financial position or results
of operations of the Company.
NOTE I - Concentration of Credit Risk
Financial instruments which potentially subject the Company to
concentrations of credit risk consist primarily of temporary cash
investments and accounts receivable. Substantially all of the Company's
cash at December 31, 1994 was held by one financial institution.
Substantially all of the Company's accounts receivable are due from
distributors located across the United States. The Company generally
requires no collateral from its customers.
NOTE J - Major Customers
Sales to one customer were approximately 10.3%, 12.3% and 11.9% of net
sales for each of the years ended December 31, 1994, 1993 and 1992,
respectively. Sales to a second customer were approximately 8.4%, 11.8% and
12.4% of net sales for each of the years ended December 31, 1994, 1993 and
1992, respectively.
NOTE K - Other Expense
During 1994, the Company had an unsuccessful initial public offering.
The Company incurred professional fees and related registration costs in the
amount of $1,347,298. These costs have been expensed and are included in
other expense. In addition, the Company is involved in various lawsuits and
proceedings with former distributors (Note H-3). The Company incurred
$1,742,602 and $805,550 in legal fees and settlement costs for the years
ended December 31, 1994 and 1993, respectively, which are included in other
expense.
<PAGE>
Independent Auditors' Report
To the Stockholder of Joseph Victori Wines, Inc. and Affiliates
Non Alcoholic Beverage Division
We have audited the accompanying combined balance sheet of Joseph Victori
Wines, Inc. and Affiliates, Non Alcoholic Beverage Division as of June 30,
1995, and the related combined statements of operations, stockholder's
equity, and cash flows for the six months then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit 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 audit provides a
reasonable basis for our opinion.
In our opinion, such combined financial statements present fairly, in all
material respects, the financial position of Joseph Victori Wines, Inc. and
Affiliates, Non Alcoholic Beverage Division as of June 30, 1995, and the
results of their operations and their cash flows for the six months then
ended in conformity with generally accepted accounting principles.
Deloitte & Touche LLP
Parsippany, New Jersey
September 7, 1995
<PAGE>
JOSEPH VICTORI WINES, INC. AND AFFILIATES
NON ALCOHOLIC BEVERAGE DIVISION
Combined Balance Sheet as of June 30, 1995
(In Thousands)
Assets
<S> <C>
Current assets:
Cash $ 708
Trade accounts receivable, net of allowance for
doubtful accounts of $300 13,482
Inventories 13,731
Prepaid expenses and other current assets 1,269
-------
Total current assets 29,190
Machinery and equipment - net 1,468
Due from stockholder 2,250
Other assets 28
-------
Total assets $32,936
=======
Liabilities and Stockholder's Equity
Current liabilities:
Accounts payable $11,243
Accrued expenses 4,590
Capital lease liability 79
-------
Total current liabilities 15,912
-------
Other liabilities 4,500
-------
Commitments and contingencies
Stockholder's equity:
Common stock 1
Additional paid-in capital 2,500
Retained earnings 10,035
Less treasury stock - at cost (25 shares) (12)
-------
Total stockholder's equity 12,524
-------
Total liabilities and stockholder's equity $32,936
=======
See notes to combined financial statements.
<PAGE>
JOSEPH VICTORI WINES, INC. AND AFFILIATES
NON ALCOHOLIC BEVERAGE DIVISION
Combined Statement of Operations
Six Months Ended June 30, 1995
(In Thousands)
<S> <C>
Net sales $ 63,756
Cost of goods sold 42,687
--------
21,069
--------
Operating expenses:
Selling 13,321
General and administrative 3,663
Litigation (Note 9) 4,500
--------
21,484
--------
Operating loss (415)
--------
Other expenses:
Other 36
Interest 16
--------
52
--------
Loss before provision for income taxes (467)
Provision for income taxes 52
--------
Net loss $ (519)
=========
See notes to combined financial statements.
<PAGE>
</TABLE>
<TABLE>
JOSEPH VICTORI WINES, INC. AND AFFILIATES
NON ALCOHOLIC BEVERAGE DIVISION
Combined Statement of Stockholder's Equity
Six Months Ended June 30, 1995
(In Thousands, Except Number of Shares)
Common Stock
----------------- Additional
Number Par Paid-in Retained Treasury
of Shares Value Capital Earnings Stock Total
--------- ------ ------- -------- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Balance, January
1, 1995 25,002,800 $ 251 $ -- $13,554 $ (12) 13,793
Reduction in
number of
outstanding
shares of Mistic
Beverage, Inc. (24,999,000) (250) 250 -- -- --
Merger of Mistic
Beverage, Inc.
with Joseph
Victori Wines,
Inc. (New York) (989) -- -- -- -- --
Capital
contribution -- -- 2,250 -- -- 2,250
Capital
distribution -- -- -- (3,000) -- (3,000)
Net loss -- -- -- (519) -- (519)
---------- ----- ------ ------- ------ -------
Balance, June
30, 1995 2,811 $ 1 $2,500 $10,035 $ (12) $12,254
========== ===== ====== ======= ====== =======
</TABLE>
See notes to combined financial statements.
<PAGE>
<TABLE>
JOSEPH VICTORI WINES, INC. AND AFFILIATES
NON ALCOHOLIC BEVERAGE DIVISION
Combined Statement of Cash Flows
Six Months Ended June 30, 1995
(In Thousands)
<S> <C>
Cash flows from operating activities:
Net loss $ (519)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 185
Loss on disposal of machinery and equipment 31
Provision for litigation 4,500
Provision for inventory obsolescence 300
Provision for doubtful accounts 150
Increase (decrease) in cash flows from changes in
operating assets and liabilities:
Receivables (6,169)
Inventories (1,467)
Prepaid expenses and other current assets (5)
Other assets 243
Accounts payable and accrued expenses 6,905
------
Net cash provided by operating activities 4,154
------
Cash flows from investing activities:
Purchase of equipment (369)
------
Net cash used in investing activities (369)
------
Cash flows from financing activities:
Distribution to stockholder (3,000)
Repayment of bank revolver (1,000)
------
Net cash used in financing activities (4,000)
------
Net decrease in cash (215)
Cash, beginning of period 923
------
Cash, end of period $ 708
======
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 16
======
Income taxes $ 29
======
Supplemental disclosure of non-cash financing activity:
Increase in receivable from stockholder $2,250
======
</TABLE>
See notes to combined financial statements.
<PAGE>
JOSEPH VICTORI WINES, INC. AND AFFILIATES
NON ALCOHOLIC BEVERAGE DIVISION
Notes to Combined Financial Statements
Six Months Ended June 30, 1995
(In Thousands)
1. Business and Organization
The accompanying combined financial statements include the accounts of
entities under the control of a sole shareholder and include the Non
Alcoholic Beverage Division only of Joseph Victori Wines, Inc., a New York
corporation ("JVW NY"), Joseph Victori Wines, Inc., a California
corporation, Mistic Beverage, Inc., a Delaware corporation ("Mistic
Beverage"), and Best Flavors, Inc., a Nevada corporation (collectively, the
"Company"). In March 1995 the number of authorized and outstanding shares
of Mistic Beverage was reduced from 25,000,000 to 1,000. In April 1995
Mistic Beverage was merged into JVW NY and its 1,000 shares were converted
into 11 additional shares of JVW NY. All significant intercompany accounts
and transactions have been eliminated in combination.
The Company produces and markets, primarily under the Royal Mistic TM
brand name, a broad selection of "new age" beverages and ready-to-drink
brewed iced teas. The Company's new age beverages include carbonated and
noncarbonated fruit juice flavored beverages, teas and naturally flavored
sparkling waters.
On August 9, 1995, the Company entered into an asset purchase agreement
with Mistic Brands, Inc. ("Mistic"), a wholly-owned subsidiary of Triarc
Companies, Inc. Under the terms of the agreement, Mistic acquired
substantially all assets and assumed all liabilities of the Company for a
purchase price of $97,000,000 consisting of (i) $93,000,000 in cash, (ii)
$1,000,000 of deferred purchase price and (iii) noncompete payments
aggregating $3,000,000.
2. Summary of Significant Accounting Policies
Inventories
Inventories are valued at the lower of cost or market, with cost
determined by the first-in, first-out method.
Machinery and Equipment
Machinery and equipment are stated at cost. Depreciation is computed on
a straight-line method over the estimated useful lives of the assets (5-7
years).
Expenditures for renewals and betterments of a character determined to
extend the originally estimated useful life of an asset or materially
increase its productivity are capitalized. Minor maintenance and repairs
and minor renewals and betterments are charged to expense as incurred.
Revenue Recognition
Revenue is recognized upon the shipment of finished merchandise to
customers. Allowances for sales returns are recorded as a component of net
sales in the periods in which the related sales are recognized.
Income Taxes
The Company has elected S Corporation status for Federal and certain
state income tax purposes. Accordingly, no provision has been made in the
accompanying financial statements for Federal and certain state income
taxes. Any tax liabilities related to income earned during the six months
ended June 30, 1995 will be payable by the stockholders of the Company.
3. Inventories
Inventories consist of the following:
<TABLE>
June 30,
1995
----
(In thousands)
<S> <C>
Raw materials $ 5,539
Finished goods 8,192
-------
$13,731
=======
</TABLE>
4. Machinery and Equipment
Machinery and equipment are summarized as follows:
<TABLE>
June 30,
1995
----
(In thousands)
<S> <C>
Furniture and fixtures $ 239
Equipment - manufacturing and office (Note 9) 2,050
Computer software 133
Accumulated depreciation (954)
-------
$ 1,468
=======
</TABLE>
Depreciation expense was approximately $185,000 for the six months
ended June 30, 1995.
5. Related Party Transactions
Related party transactions as of and for the six months ended June 30,
1995 were as follows:
<TABLE>
(In thousands)
<S> <C>
Salary paid to stockholder $ 125
======
Distributions made to stockholder $3,000
======
Amount due from stockholder $2,250
======
Capital contribution from stockholder $2,250
======
Due to affiliate (included in accrued expenses) $ 39
======
Machinery transferred to affiliate at net book value $ 24
======
</TABLE>
6. Line of Credit
The Company has an $8,000,000 line of credit collateralized by the
Company's accounts receivable. At June 30, 1995, the Company had no
borrowings outstanding against this line.
The Company was required to issue a standby letter of credit in the
amount of $3,054,000 for an appeal bond in connection with litigation
proceedings (see Note 9). Availability under the line of credit has been
reduced by this amount.
The Company was also required to issue a standby letter of credit in the
amount of $30,000 secured by a certificate of deposit, as a security deposit
for a new vendor.
7. Financial Instruments
The accompanying combined financial statements include the following
financial instruments: cash, accounts receivable, due from stockholder,
accounts payable, accrued expenses, and capital lease obligations. Due to
their short period of maturity, the Company believes the carrying amount of
these financial instruments is equal to their fair value. The Company's
trade accounts receivable are due from its customers, principally beverage
wholesalers, located across the United States.
8. Common Stock
At June 30, 1995 common stock consists of: Joseph Victori Wines, Inc.
(New York), no par value, 200 shares authorized, 111 shares issued, 86
shares outstanding; Joseph Victori Wines, Inc. (California), no par value,
200 shares authorized, issued and outstanding; and Best Flavors, Inc., no
par value, 2,500 shares authorized, issued and outstanding.
9. Commitments and Contingencies
The Company leases office space and certain equipment under operating
and capital leases. Included in general and administrative expenses is
approximately $79,000 of rent paid for the six months ended June 30, 1995.
Property recorded under capital leases included the following:
<TABLE>
June 30,
1995
-----
(In thousands)
<S> <C>
Machinery and equipment $ 367
Accumulated amortization (239)
-----
$ 128
=====
</TABLE>
Future minimum rental commitments at June 30, 1995 are summarized as
follows:
<TABLE>
Capital Operating
Leases Leases
------ ------
(In thousands)
<S> <C> <C>
Twelve months ended June 30,
---------------------------
1996 $ 80 $ 158
1997 -- 158
1998 -- 158
1999 -- 7
----- -----
80 $ 481
=====
Less amounts representing interest 1
-----
Present value of minimum lease payments $ 79
=====
</TABLE>
The Company has entered into production agreements with various
independent bottlers ("co-packers") for the preparation, bottling and
storage of products. Under certain of these agreements, the Company is
required to order a minimum volume of products, or to make certain payments
to the respective co-packers in lieu thereof. As of June 30, 1995, the
Company has not been required to make any payments to co-packers for failing
to meet such volume requirements.
The Company enters into purchase commitments with its suppliers to
ensure material availability. At June 30, 1995, commitments under such
agreements for inventory not yet purchased amounted to $2,400,000.
On November 30, 1994, a judgment was entered against the Company in an
action instituted by a former distributor in the Circuit Court of Pulaski
County in the State of Arkansas alleging wrongful termination of a
distribution agreement. The judgment provides for an award in the final
amount of approximately $3,400,000 (plus interest from November 30, 1994)
and attorney's fees assessed at approximately $600,000. The Company is
appealing the judgment and has furnished an appeal bond in an amount equal
to the judgment which has been secured by a letter of credit. The agreement
for the sale of the Company calls for the amount ultimately paid under this
judgment (including all costs and expenses relating thereto) to be divided
equally between the Company and the sellers of the Company (the "Seller") to
a maximum of $4,500,000 with the Seller wholly responsible for any amounts
exceeding $4,500,000. For the six months ended June 30, 1995, the Company
has recorded a litigation expense and a liability of $4,500,000. Based on
advice of counsel and in the opinion of management, the amount the Company
will ultimately pay under this judgment will not have a material effect on
its financial condition or results of operations, after consideration of
the above provision. Also recorded in the accompanying combined financial
statements is a receivable due from the Seller of $2,250,000, representing
the reimbursement to the Company of the Seller's portion of the liability,
as a capital contribution.
The Company is also engaged in other lawsuits involving alleged wrongful
termination of distribution agreements and various other lawsuits arising in
the ordinary course of business. In the opinion of management, based upon
advice of legal counsel, the ultimate outcome of these lawsuits should not
have a material impact on the business, financial position or results of
operations of the Company.
10. Major Customers and Suppliers
Sales to one customer were approximately 10% of net sales for the six
months ended June 30, 1995. One supplier accounted for approximately 36% of
inventory purchases during the six months ended June 30, 1995.
<PAGE>
The following unaudited combined statements of operations and cash flows
of the Company for the six months ended June 30, 1994 are provided only for
the purpose of comparison to the respective statements contained in the
accompanying audited financial statements as of and for the six months ended
June 30, 1995 and should be read in conjunction with such audited financial
statements. Accordingly, such unaudited statements do not include all
information and footnotes necessary for a fair presentation of results of
operations and cash flows in conformity with generally accepted accounting
principles. In the opinion of the Company, however, such statements contain
all adjustments, consisting only of normal recurring adjustments, necessary
to present fairly the results of operations and cash flows of the Company
for the six months ended June 30, 1994.
<PAGE>
<TABLE>
JOSEPH VICTORI WINES, INC. AND AFFILIATES
NON ALCOHOLIC BEVERAGE DIVISION
Combined Statement of Operations
Six Months Ended June 30, 1994
(In Thousands)
(Unaudited)
<S> <C>
Net sales $ 65,950
Cost of goods sold 43,389
--------
22,561
Operating expenses:
Selling 12,840
General and administrative 2,513
--------
Total operating expenses 15,353
--------
Operating income 7,208
Other expense 174
--------
Income before provision for income taxes 7,034
Provision for income taxes 22
--------
Net income $ 7,012
========
</TABLE>
<PAGE>
<TABLE>
JOSEPH VICTORI WINES, INC. AND AFFILIATES
NON ALCOHOLIC BEVERAGE DIVISION
Combined Statement of Cash Flows
Six Months Ended June 30, 1994
(In Thousands)
(Unaudited)
<S> <C>
Cash flows from operating activities:
Net income $7,012
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 188
Increase (decrease) in cash flows from changes in
operating assets and liabilities:
Receivables (4,166)
Inventory (9,512)
Prepaid expenses and other current assets (1,345)
Other assets (376)
Accounts payable and accrued expenses 19,078
Income taxes payable (181)
------
Net cash provided by operating activities 10,698
------
Cash flows from investing activities:
Purchase of equipment (611)
------
Net cash used in investing activities (611)
------
Cash flows from financing activities:
Distribution to stockholder (5,665)
Repayment of capital lease obligations (47)
------
Net cash used in financing activities (5,712)
------
Net increase in cash 4,375
Cash, beginning of period 780
------
Cash, end of period $5,155
======
</TABLE>
<PAGE>
(b) Pro Forma Financial Information
PRO FORMA COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma condensed balance sheet as of June
30, 1995 has been prepared by combining the Triarc condensed consolidated
balance sheet as of June 30, 1995, as included in its Form 10-Q for the
quarter ended June 30, 1995 (the "Form 10-Q"), with the Company's combined
balance sheet as of June 30, 1995 appearing elsewhere herein. The unaudited
pro forma condensed statement of operations for the year ended December 31,
1994 has been prepared by combining the Triarc consolidated statement of
operations for such year, as included in its Form 10-K for the year ended
December 31, 1994 (the "Form 10-K"), with the Company's combined statement
of income for such year appearing elsewhere herein (amounts rounded to
thousands). The unaudited pro forma condensed statement of operations for
the six-month period ended June 30, 1995 has been prepared by combining the
Triarc condensed consolidated statement of operations for such period as
included in its Form 10-Q with the Company's combined statement of
operations for such period appearing elsewhere herein. The pro forma
financial statements reflect the Acquisition and related financing and other
transactions, as if such transactions had occurred as of June 30, 1995 for
the pro forma balance sheet and as of January 1, 1994 for the pro forma
statements of operations. Such pro forma adjustments are described in the
accompanying notes to the pro forma financial statements which should be
read in conjunction with such statements. Such pro forma financial
statements should also be read in conjunction with Triarc's audited
consolidated financial statements appearing in the Form 10-K, and its
unaudited condensed consolidated financial statements included in the Form
10-Q, and the Company's audited combined, and unaudited condensed combined,
financial statements appearing elsewhere herein. The pro forma financial
statements do not purport to be indicative of the actual financial position
or results of operations of the combined company had such transactions
actually been consummated on June 30, 1995 and January 1, 1994,
respectively, or of the future financial position or results of operations
of the combined company which may result from the consummation of such
transactions.
<PAGE>
<TABLE>
TRIARC COMPANIES, INC.
PRO FORMA CONDENSED COMBINED BALANCE SHEET
JUNE 30, 1995
<CAPTION>
The Pro Forma
Triarc Company Adjustments Pro Forma
------ ------- ----------- --------
(In thousands)
Assets
<S> <C> <C> <C> <C>
Current assets:
Cash and cash
equivalents $64,936 $ 708 $96,500 (a) $ 64,569
(94,375)(b)
(3,200)(c)
Restricted cash and
equivalents 10,882 -- -- 10,882
Marketable securities 7,927 -- -- 7,927
Receivables 150,070 13,482 -- 163,552
Inventories 110,439 13,731 -- 124,170
Deferred income tax
benefit 5,176 -- -- 5,176
Prepaid expenses and
other current assets 9,888 1,269 -- 11,157
-------- ------- -------- ---------
Total current
assets 359,318 29,190 (1,075) 387,433
Investment in the
Company -- -- 98,375 (b) --
(98,375)(d)
Properties, net 324,047 1,468 325,515
Unamortized costs in
excess of net assets
of acquired
companies 199,295 -- 82,851 (d) 282,146
Deferred costs and
other assets 64,233 2,278 3,200 (c) 72,711
3,000 (d)
-------- -------- ------- ----------
$ 946,893 $ 32,936 $87,976 $1,067,805
======== ======== ======= ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Current portion of
long-term debt $ 41,615 $ 79 $ 8,250 (a) $ 49,944
Accounts payable 54,677 11,243 -- 65,920
Accrued facilities
relocation and
corporate
restructuring costs 6,706 -- -- 6,706
Other accrued
expenses 87,278 4,590 1,400 (b) 93,268
-------- ------ ------- ---------
Total current
liabilities 190,276 15,912 9,650 215,838
-------- ------ ------- ---------
Long-term debt 649,903 -- 88,250 (a) 738,153
Deferred income taxes 21,744 -- -- 21,744
Deferred income and
other liabilities 22,525 4,500 2,600 (b) 29,625
Stockholders' equity:
Common stock 3,398 1 (1)(d) 3,398
Additional paid-in
capital 162,034 2,500 (2,500)(d) 162,034
Retained earnings
(accumulated
deficit) (53,200) 10,035 (10,035)(d) (53,200)
Treasury stock (46,030) (12) 12 (d) (46,030)
Other (3,757) -- -- (3,757)
-------- ------- -------- ----------
Total stockholders'
equity 62,445 12,524 (12,524) 62,445
-------- ------- -------- ----------
$946,893 $32,936 $ 87,976 $1,067,805
======== ======= ======== ==========
<FN>
(a) To reflect the proceeds of (i) $71,500,000 of borrowings by Mistic
under the Mistic Facility (consisting of $11,500,000 of borrowings of
revolving loans (including $4,500,000 classified as current) and
$60,000,000 of borrowings of term loans (including $3,750,000
classified as current) and (ii) $25,000,000 of borrowings by Triarc
which were used to partially finance the Acquisition.
(b) To reflect Mistic's investment in the Company of $98,375,000
consisting of (i) $93,000,000 cash purchase price, (ii) $3,000,000 of
deferred non-compete payments ($900,000 of which may be due within
one year), (iii) $1,000,000 of deferred purchase price payments
($500,000 of which is due within one year) and (iv) $1,375,000 of
estimated fees and expenses.
(c) To reflect the payment of estimated deferred financing costs of
$3,200,000 associated with the Mistic Facility. Also in
connection with the Mistic Facility agreement, Triarc granted the
lending bank 30 stock appreciation rights ("SAR's") for the
equivalent of 3% of the aggregate of Mistic's common stock plus the
equivalent shares represented by these SAR's and SAR's granted to
certain Mistic executives. The SAR's granted to the lending bank
provide for appreciation above a base price of $28,637 per share, the
per share equivalent of Triarc's $25,000,000 capital contribution to
Mistic in connection with the Acquisition. The initial value of the
SAR's granted to the lending bank at the date of grant will be
charged to deferred financing costs with an offsetting credit to
"Additional paid in capital"; however, since the valuation of such
SAR's has not yet been determined, such adjustment is not reflected
in the accompanying pro forma condensed balance sheet. Such initial
value, however, is not expected to have a significant effect on the
pro forma financial statements.
(d) To eliminate Mistic's investment in the Company and the Company's
stockholder's equity and to record the excess of such investment over
such equity as (i) $3,000,000 of other assets relating to the
deferred non-compete payments and (ii) $82,851,000 of "Unamortized
costs in excess of net assets of acquired companies" ("Goodwill").
The evaluation of purchase accounting adjustments has not been
completed. It is anticipated, however, that the final determination
of the allocation of such excess purchase price will only impact
other intangible assets, with an offsetting reduction to Goodwill.
</TABLE>
<PAGE>
<TABLE>
TRIARC COMPANIES, INC.
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Year Ended December 31, 1994
<CAPTION>
The Pro Forma
Triarc Company Adjustments Pro Forma
------ --------- ----------- ---------
(In thousands except per share data)
<S> <C> <C> <C> <C>
Revenues:
Net sales $1,011,428 $ 128,786 $ -- $1,140,214
Royalties, franchise
fees and other
revenues 51,093 -- -- 51,093
---------- --------- -------- ----------
1,062,521 128,786 -- 1,191,307
---------- --------- -------- ----------
Costs and expenses:
Cost of sales 749,930 85,348 -- 835,278
Advertising, selling
and distribution 109,669 22,995 -- 132,664
General and
administrative 125,189 4,935 6,918(a) 137,042
Facilities relocation and
corporate restructuring 8,800 -- -- 8,800
Litigation -- -- 1,743(b) 1,743
---------- --------- -------- ----------
993,588 113,278 8,661 1,115,527
---------- --------- -------- ----------
Operating profit 68,933 15,508 (8,661) 75,780
Interest expense (72,980) (31) (7,972)(c) (80,983)
Other income (expense), net 4,858 (3,556) 1,743 (b) 3,045
---------- --------- -------- ----------
Income (loss) from
continuing operations
before income taxes and
minority interests 811 11,921 (14,890) (2,158)
(Provision) benefit for
taxes (1,612) 175 5,792 (d) (282)
(4,637)(e)
---------- --------- -------- ----------
(801) 12,096 (13,735) (2,440)
Minority interests in net
income (1,292) -- -- (1,292)
---------- --------- -------- ----------
Income (loss) from
continuing operations $ (2,093) $ 12,096 $(13,735) $ (3,732)
========== ========= ======== ==========
Income (loss) from
continuing operations
per share $ (0.34) $ (0.41)
========= ==========
</TABLE>
<PAGE>
<TABLE>
TRIARC COMPANIES, INC.
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 1995
<CAPTION>
The Pro Forma
Triarc Company Adjustments Pro Forma
------ --------- ----------- ---------
(In thousands except per share data)
<S> <C> <C> <C> <C>
Revenues:
Net sales $ 551,718 $63,756 $ -- $ 615,474
Royalties, franchise
fees and other
revenues 25,556 -- -- 25,556
--------- -------- -------- ---------
577,274 63,756 -- 641,030
--------- -------- -------- ---------
Costs and expenses:
Cost of sales 416,672 42,687 -- 459,359
Advertising, selling
and distribution 58,968 13,321 -- 72,289
General and
administrative 64,614 3,663 3,459(a) 71,736
Litigation -- 4,500 -- 4,500
--------- -------- ------- ---------
540,254 64,171 3,459 607,884
--------- -------- ------- ---------
Operating profit
(loss) 37,020 (415) (3,459) 33,146
Interest expense (39,131) (16) (4,740)(c) (43,887)
Other income
(expense), net 16,832 (36) -- 16,796
--------- -------- ------- ---------
Income (loss) from
continuing
operations
before income
taxes 14,721 (467) (8,199) 6,055
(Provision for)
benefit
from income
taxes (6,992) (52) 3,189(d) (3,673)
182(e)
--------- ------- ------- --------
Income (loss) from
continuing
operations $ 7,729 $ (519) $(4,828) $ 2,382
========= ======== ======== ========
Income (loss) from
continuing operations
per share $ 0.26 $ 0.08
========== ========
<FN>
Note: The results of operations of the Company reflect the following
significant, non-recurring charges:
</TABLE>
<TABLE>
<CAPTION>
Six Months
Year Ended Ended
December 31, June 30,
1994 1995
---- ----
(In thousands)
<S> <C> <C>
Legal fees and settlement costs
related to distributor litigation
(included in other income (expense),
net in the year ended December 31,
1994 - see (b) below for the
reclassification of such expenses
for 1994) $ 1,743 $ 4,500
Professional fees and registration
costs related to an unsuccessful
initial public offering
(included in other income
(expense), net) 1,347 --
------- -------
$ 3,090 $ 4,500
======= =======
(a) To reflect the amortization of (i) the $3,000,000 of deferred
non-compete payments over a life of 3 years and (ii) the
estimated $82,851,000 of Goodwill resulting from the
Acquisition over an estimated average life of 14 years. Such
average life for Goodwill may be different upon finalization
of purchase accounting for the Acquisition.
(b) To reclassify litigation expense for the year ended December
31, 1994 to present litigation and settlement costs on a
consistent basis with the six months ended June 30, 1995.
(c) Represents adjustments to interest expense as follows:
Six Months
Year Ended Ended
December 31, June 30,
1994 1995
---- ----
(In thousands)
<S> <C> <C>
Interest expense on the portion of
additional borrowings under
Graniteville Company's credit
facility which were utilized
in connection with the Mistic
Acquisition $ 2,004 $ 1,185
Interest expense on borrowings
under the Mistic Facility 5,163 3,173
Amortization of deferred
financing costs
related to the Mistic
Facility (see Note (c)
to pro forma condensed
balance sheet) 805 382
------- -------
$ 7,972 $ 4,740
======= =======
(d) To reflect the estimated income tax effect of the above
adjustments at 38.9%.
(e) To reflect an income tax (provision) benefit on the Company's
pretax income at 38.9%. Such provision or benefit is not
reflected in the Company's reported results of operations due
to its Subchapter S status prior to the Acquisition.
</TABLE>
<PAGE>
(c) Exhibits
27.1 - Financial Data Schedule of the Company for the year ended
December 31, 1995, submitted to the Securities and Exchange
Commission in electronic format.
27.2 - Financial Data Schedule of the Company for the six months ended
June 30, 1995, submitted to the Securities and Exchange
Commission in electronic format.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRIARC COMPANIES, INC.
Date: October 23, 1995 By: /S/ JOSEPH A. LEVATO
---------------------------
Joseph A. Levato
Executive Vice President
and Chief Financial Officer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
condensed consolidated financial statements of Joseph Victori Wines, Inc.
and Affiliates for the year ended December 31, 1994 included in the
accompanying Form 8-K and is qualified in its entirety by reference to such
Form 8-K.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<CASH> 923
<SECURITIES> 0
<RECEIVABLES> 7,464
<ALLOWANCES> 424
<INVENTORY> 12,564
<CURRENT-ASSETS> 22,215
<PP&E> 2,173
<DEPRECIATION> 858
<TOTAL-ASSETS> 23,801
<CURRENT-LIABILITIES> 9,988
<BONDS> 20
<COMMON> 251
0
0
<OTHER-SE> 13,543
<TOTAL-LIABILITY-AND-EQUITY> 23,801
<SALES> 128,786
<TOTAL-REVENUES> 128,786
<CGS> 85,348
<TOTAL-COSTS> 85,348
<OTHER-EXPENSES> 238
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 31
<INCOME-PRETAX> 11,921
<INCOME-TAX> (175)
<INCOME-CONTINUING> 12,096
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,096
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
condensed consolidated financial statements of Joseph Victori Wines, Inc.
and Affiliates for the six-month period ended June 30, 1995 included in the
accompanying Form 8-K and is qualified in its entirety by reference to such
Form 8-K.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 708
<SECURITIES> 0
<RECEIVABLES> 13,482
<ALLOWANCES> 300
<INVENTORY> 13,731
<CURRENT-ASSETS> 29,190
<PP&E> 2,422
<DEPRECIATION> 954
<TOTAL-ASSETS> 32,936
<CURRENT-LIABILITIES> 15,912
<BONDS> 0
<COMMON> 1
0
0
<OTHER-SE> 12,523
<TOTAL-LIABILITY-AND-EQUITY> 32,936
<SALES> 63,756
<TOTAL-REVENUES> 63,756
<CGS> 42,687
<TOTAL-COSTS> 42,687
<OTHER-EXPENSES> 4,500
<LOSS-PROVISION> 150
<INTEREST-EXPENSE> 16
<INCOME-PRETAX> (467)
<INCOME-TAX> 52
<INCOME-CONTINUING> (519)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (519)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
