<PAGE> 1
Exhibit 2.4
CONCORD BEVERAGE COMPANY
AND THE VINTAGE BEVERAGE SEGMENTS
OF ITS AFFILIATES
Combined Financial Statements
Nine months ended September 30, 2000
<PAGE> 2
CONCORD BEVERAGE COMPANY AND THE VINTAGE
BEVERAGE SEGMENTS OF ITS AFFILIATES
COMBINED STATEMENT OF INCOME AND COMPREHENSIVE INCOME
For the nine months ended September 30, 2000
<TABLE>
<S> <C>
Net sales $66,096,429
Cost of sales 46,988,369
-----------
GROSS PROFIT 19,108,060
Operating expenses 13,610,841
-----------
INCOME FROM OPERATIONS 5,497,219
Other income, net 171,729
-----------
INCOME BEFORE ITEMS BELOW 5,668,948
Payments in lieu of taxes 3,540,546
-----------
INCOME BEFORE STATE & LOCAL TAXES 2,128,402
State & local taxes 152,710
-----------
NET INCOME 1,975,691
OTHER COMPREHENSIVE INCOME -
UNREALIZED LOSSES ON SECURITIES (252,605)
------------
COMPREHENSIVE INCOME $ 1,723,086
============
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE> 3
CONCORD BEVERAGE COMPANY AND THE VINTAGE
BEVERAGE SEGMENTS OF ITS AFFILIATES
COMBINED BALANCE SHEET
As of September 30, 2000
<TABLE>
<S> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 5,590,938
Marketable securities 1,463,085
Accounts receivable
Trade, net 6,337,921
Affiliates 1,156,403
Other 2,272,448
Inventories (Note 2) 8,409,318
Prepaid expenses 56,175
-----------
TOTAL CURRENT ASSETS 25,286,288
-----------
PROPERTY, PLANT AND EQUIPMENT, NET (NOTE 3) 6,471,579
-----------
OTHER ASSETS:
Deferred charges and other costs, net of accumulated
amortization of $8,788,043 for 1999 and
$7,275,644 for 1998 4,509,031
Construction-in-progress 525,723
Pallets 841,761
Security deposits and other assets 34,448
-----------
TOTAL OTHER ASSETS 5,910,963
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TOTAL ASSETS $37,668,830
===========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE> 4
CONCORD BEVERAGE COMPANY AND THE VINTAGE
BEVERAGE SEGMENTS OF ITS AFFILIATES
COMBINED BALANCE SHEET
As of September 30, 2000
<TABLE>
<S> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of notes payable $ --
Accounts payable:
Trade 4,677,789
Affiliates 443,698
Accrued expenses and other current liabilities 4,527,502
Income taxes payable
-----------
TOTAL CURRENT LIABILITIES 9,648,989
STOCKHOLDERS' EQUITY:
Common stock:
Class A, $10 par value, voting,
Authorized - 10,000 shares
Issued and outstanding - 5,759 shares 57,590
Class B, $10 par value, nonvoting,
Authorized - 10,000 shares
Issued - 4,701 shares 47,010
Additional paid-in capital 10,303,203
Retained earnings 20,536,529
Accumulated other comprehensive income - --
unrealized gains on securities 492,134
Equity in affiliated Vintage Beverage segments of business 459,396
-----------
31,895,861
Less treasury stock, at cost, 3,351.8 Class B shares 3,876,021
-----------
TOTAL STOCKHOLDERS' EQUITY 28,019,840
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $37,668,830
===========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE> 5
CONCORD BEVERAGE COMPANY AND THE VINTAGE BEVERAGE
SEGMENTS OF ITS AFFILIATES
COMBINED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
For the nine months ended September 30, 2000 09/30/00
---------------------------------------------------------------------------------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,975,691
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 2,435,398
Proceeds from sale of marketable securities 25,000
Net change in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable 643,120
Inventories (1,160,712)
Prepaid expenses 397,465
Pallets (557,768)
Security deposits and other assets (27,404)
Increase (decrease) in:
Accounts payable 173,338
Accrued expenses and other current liabilities 826,541
Income taxes payable (90,197)
-----------
Net Cash Provided by Operating Activities 4,640,472
-----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (118,280)
Distribution to affiliates (110,349)
Purchase of franchise contracts (1,000,000)
-----------
Net Cash Used in Investing Activities (1,228,629)
-----------
CASH FLOWS FROM FINANCING ACTIVITIES: 0
-----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 3,411,843
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR 2,179,095
-----------
CASH AND CASH EQUIVALENTS - END OF YEAR $ 5,590,938
===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ --
Income taxes 248,000
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE> 6
CONCORD BEVERAGE COMPANY AND THE VINTAGE BEVERAGE
SEGMENTS OF ITS AFFILIATES
NOTES TO THE COMBINED FINANCIAL STATEMENTS
For the nine months ended September 30, 2000
NOTE 1 - BASIS OF PRESENTATION
The unaudited combined financial statements have been prepared in accordance
with United States ("U.S.") generally accepted accounting principles ("GAAP")
for interim financial information. Accordingly, they do not include all
information and notes presented in the annual consolidated financial statements
in conformity with U.S. GAAP. In the opinion of management, the statements
reflect all adjustments that are necessary for a fair statement of the results
for the interim periods presented. All such adjustments are of a normal
recurring nature.
The results for the interim periods presented are not necessarily indicative of
the results that may be expected for the full fiscal year.
NOTE 2 - INVENTORIES
Inventories consist of the following:
<TABLE>
<S> <C>
Finished goods $ 4,614,982
Raw materials 3,386,533
Other 408,803
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$ 8,409,318
============
</TABLE>
NOTE 3 - PROPERTY, PLANT AND EQUIPMENT
<TABLE>
<S> <C>
Cost $31,846,320
Accumulated depreciation (25,374,741)
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$ 6,471,579
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</TABLE>
