<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
-------------
Commission File No. 1-13453
-------
TODHUNTER INTERNATIONAL, INC.
-------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 59-1284057
-------------------------------------------------------------------------------
(State or other jurisdiction of IRS employer identification No.
incorporation or organization)
222 Lakeview Avenue, Suite 1500, West Palm Beach, FL 33401
-------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (561) 655-8977
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, and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
------ ------
The number of shares outstanding of registrant's Common Stock, $.01 par value
per share, as of August 9, 2000 was 5,513,734.
<PAGE>
TODHUNTER INTERNATIONAL, INC.
INDEX
<TABLE>
<CAPTION>
Page No.
--------
PART I FINANCIAL INFORMATION
<S> <C>
Item 1 Financial Statements
Consolidated Balance Sheets -
June 30, 2000 and September 30, 1999 1
Consolidated Statements of Income -
Nine and Three Months Ended June 30, 2000 and 1999 3
Consolidated Statements of Cash Flows -
Nine Months Ended June 30, 2000 and 1999 4
Notes to Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations 12
Item 3 Quantitative and Qualitative Disclosures About Market Risk 19
PART II OTHER INFORMATION
Item 1 Legal Proceedings *
Item 2 Changes in Securities *
Item 3 Defaults Upon Senior Securities *
Item 4 Submission of Matters to a Vote of Security Holders *
Item 5 Other Information *
Item 6 Exhibits and Reports on Form 8-K 19
Signatures 21
* Item is omitted because answer is negative or item is inapplicable.
</TABLE>
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TODHUNTER INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, September 30,
2000 1999
-------------------- ------------------
(Unaudited) *
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 2,882,384 $ 5,265,318
Short-term investments 6,444,380 2,547,365
Trade receivables 15,698,647 12,161,401
Other receivables 1,661,736 2,316,398
Inventories 26,228,831 23,011,883
Notes receivable, current maturities 1,449,948 1,439,796
Deferred income taxes 1,155,500 929,000
Other current assets 2,961,081 1,899,672
-------------------- ------------------
Total current assets 58,482,507 49,570,833
-------------------- ------------------
LONG-TERM NOTES RECEIVABLE,
Less current maturities 4,294,247 5,525,780
-------------------- ------------------
PROPERTY AND EQUIPMENT 79,511,506 75,821,301
Less accumulated depreciation 39,260,504 36,047,273
-------------------- ------------------
40,251,002 39,774,028
-------------------- ------------------
GOODWILL, less accumulated amortization 22,143,567 356,678
-------------------- ------------------
OTHER ASSETS 3,063,076 1,939,927
-------------------- ------------------
$ 128,234,399 $ 97,167,246
==================== ==================
</TABLE>
*From audited financial statements.
See Notes to Consolidated Financial Statements.
1
<PAGE>
TODHUNTER INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, September 30,
2000 1999
-------------------- --------------------
(Unaudited) *
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt $ 8,000,000 $ 6,000,000
Accounts payable 6,240,379 4,417,313
Accrued interest expense 115,814 1,261,542
Other accrued expenses 1,758,286 1,646,462
-------------------- --------------------
Total current liabilities 16,114,479 13,325,317
LONG-TERM DEBT, less current maturities 52,836,470 28,000,000
DEFERRED INCOME TAXES 4,132,750 4,345,000
OTHER LIABILITIES 1,186,858 303,835
-------------------- --------------------
74,270,557 45,974,152
-------------------- --------------------
STOCKHOLDERS' EQUITY
Preferred stock, par value $.01 per share;
authorized 2,500,000 shares;
no shares issued - -
Common stock, par value $.01 per share;
authorized 10,000,000 shares; issued 5,612,934
as of June 30, 2000 and September 30, 1999 56,129 56,129
Additional paid-in capital 18,326,014 18,326,014
Retained earnings 36,319,479 33,548,731
-------------------- --------------------
54,701,622 51,930,874
Less cost of 99,200 shares of treasury stock (737,780) (737,780)
-------------------- --------------------
53,963,842 51,193,094
-------------------- --------------------
$ 128,234,399 $ 97,167,246
==================== ====================
</TABLE>
*From audited financial statements.
See Notes to Consolidated Financial Statements.
2
<PAGE>
TODHUNTER INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended June 30, Three Months Ended June 30,
------------------------------------ ---------------------------------------
2000 1999 2000 1999
----------------- ----------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Sales $ 92,171,391 $ 85,886,131 $ 31,351,818 $ 31,530,410
Less excise taxes 24,530,156 28,458,092 7,630,045 9,674,376
----------------- ----------------- ----------------- ----------------
Net Sales 67,641,235 57,428,039 23,721,773 21,856,034
Cost of goods sold 45,882,345 39,621,622 15,746,270 15,512,311
----------------- ----------------- ----------------- ----------------
Gross profit 21,758,890 17,806,417 7,975,503 6,343,723
Selling, general and administrative expenses 13,670,306 11,285,112 4,927,597 3,939,081
----------------- ----------------- ----------------- ----------------
Operating income 8,088,584 6,521,305 3,047,906 2,404,642
----------------- ----------------- ----------------- ----------------
Other income (expense):
Interest income 711,330 523,560 209,361 190,613
Interest expense (3,632,789) (2,773,531) (1,409,449) (914,507)
Equity in (loss) of equity investee (134,047) (200,353) (94,655) (97,405)
Other, net 180,808 470,783 59,796 43,774
----------------- ----------------- ----------------- ----------------
(2,874,698) (1,979,541) (1,234,947) (777,525)
----------------- ----------------- ----------------- ----------------
Income before income taxes and
extraordinary item 5,213,886 4,541,764 1,812,959 1,627,117
----------------- ----------------- ----------------- ----------------
Income tax expense (benefit):
Current 1,713,098 1,399,255 642,258 533,735
Deferred (438,750) (228,750) (148,750) (61,750)
----------------- ----------------- ----------------- ----------------
1,274,348 1,170,505 493,508 471,985
----------------- ----------------- ----------------- ----------------
Income before extraordinary item 3,939,538 3,371,259 1,319,451 1,155,132
----------------- ----------------- ----------------- ----------------
Extraordinary item - early extinguishment
of debt, net of income taxes of $382,075 (1,168,790) - - -
----------------- ----------------- ----------------- ----------------
Net income $ 2,770,748 $ 3,371,259 $ 1,319,451 $ 1,155,132
================= ================= ================= ================
Earnings per common share - basic:
Income before extraordinary item $ 0.71 $ 0.69 $ 0.24 $ 0.24
Extraordinary item (0.21) - - -
----------------- ----------------- ----------------- ----------------
Net income $ 0.50 $ 0.69 $ 0.24 $ 0.24
================= ================= ================= ================
Earnings per common share - diluted:
Income before extraordinary item $ 0.71 $ 0.69 $ 0.24 $ 0.24
Extraordinary item (0.21) - - -
----------------- ----------------- ----------------- ----------------
Net income $ 0.50 $ 0.69 $ 0.24 $ 0.24
================= ================= ================= ================
Common shares and equivalents outstanding:
Basic 5,513,734 4,883,598 5,513,734 4,850,739
================= ================= ================= ================
Diluted 5,559,602 4,898,384 5,547,280 4,866,699
================= ================= ================= ================
</TABLE>
See Notes to Consolidated Financial Statements.
3
<PAGE>
TODHUNTER INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended June 30,
--------------------------------------------
2000 1999
-------------------- -------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 2,770,748 $ 3,371,259
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation 3,347,468 3,294,983
Amortization 866,605 70,581
(Gain) on sale of property and equipment (42,254) (168,259)
Equity in loss of equity investee 134,047 200,353
Deferred income taxes (438,750) (228,750)
Extraordinary item - early extinguishment of debt 1,168,790 -
Changes in assets and liabilities:
(Increase) in:
Receivables (879,868) (1,671,770)
Inventories (2,328,697) (908,672)
Other current assets (1,015,157) (1,739,984)
Increase (decrease) in:
Accounts payable 911,874 794,642
Accrued interest expense (1,145,728) (699,501)
Other accrued expenses 92,589 (1,028,015)
Other liabilities 109,786 190,047
-------------------- -------------------
Net cash provided by operating activities 3,551,453 1,476,914
-------------------- -------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of property and equipment 47,780 359,228
Principal payments received on notes receivable 563,400 1,607,063
Purchase of property and equipment (3,809,805) (1,607,565)
Disbursements for notes receivable (342,019) (1,113,666)
Purchase of short-term investments (6,444,380) -
Redemption of short-term investments 2,547,365 -
Purchase of Monarch Wine Company (23,518,064) -
(Increase) in other assets (646,344) (232,383)
-------------------- -------------------
Net cash used in investing activities $ (31,602,067) $ (987,323)
-------------------- -------------------
</TABLE>
(Continued)
4
<PAGE>
TODHUNTER INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended June 30,
------------------------------------------
2000 1999
------------------- -------------------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings on line of credit $ 8,000,000 $ 3,082,855
Prepayment penalty, net of income taxes (1,168,790) -
Proceeds from long-term borrowings 56,914,901 -
Purchase of treasury stock - (737,780)
Principal payments on long-term borrowings (38,078,431) (1,976,654)
------------------- -------------------
Net cash provided by financing activities 25,667,680 368,421
------------------- -------------------
Net increase (decrease) in cash and cash equivalents (2,382,934) 858,012
Cash and cash equivalents:
Beginning 5,265,318 5,629,016
------------------- -------------------
Ending $ 2,882,384 $ 6,487,028
=================== ===================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash payments for:
Interest $ 4,778,517 $ 3,473,032
=================== ===================
Income taxes $ 678,387 $ 1,358,253
=================== ===================
SUPPLEMENTAL DISCLOSURES OF NON CASH INVESTING
AND FINANCING ACTIVITIES
Acquisition of Monarch Wine Company:
Cash purchase price $ 23,518,064 $ -
=================== ===================
Working capital acquired $ 2,006,792 $ -
Goodwill 22,284,509 -
Operating lease assumed, to be abandoned (737,237) -
------------------- -------------------
$ 23,518,064 $ -
=================== ===================
Property and equipment exchanged for note receivable $ - $ 850,000
=================== ===================
Investment in Premier Wines & Spirits, Ltd. for
note receivable $ 1,000,000 $ -
=================== ===================
</TABLE>
See Notes to Consolidated Financial Statements.
5
<PAGE>
TODHUNTER INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Basis of Presentation
The consolidated financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. In the opinion of management, all adjustments, consisting only of
normal recurring adjustments, necessary for a fair presentation of the financial
information for the periods indicated have been included. For further
information regarding the Company's accounting policies, refer to the
consolidated financial statements and related notes included in the Company's
Annual Report on Form 10-K for the year ended September 30, 1999.
Note 2. Inventories
The major components of inventories are:
<TABLE>
<CAPTION>
JUNE 30, 2000 SEPTEMBER 30, 1999
------------- ------------------
(Unaudited)
<S> <C> <C>
Finished goods $ 15,963,614 $ 15,076,552
Work in process 2,027,358 583,884
Raw materials and supplies 8,237,859 7,351,447
----------------------- -----------------------
$ 26,228,831 $ 23,011,883
======================= =======================
</TABLE>
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
Note 3. Financing Arrangements
<TABLE>
<S> <C>
Long-term debt consists of the following as of June 30, 2000:
Term loans under a credit agreement (i), interest payable monthly based on
either the Eurodollar or prime rate at the Company's option, plus an
applicable margin as defined in the agreement. Quarterly principal
installments of $2,000,000 beginning March 31, 2000 through
September 30, 2004 with any remaining balance due December 31, 2004. $ 52,000,000
Revolving loans under a credit agreement (i), interest payable
quarterly based on either the Eurodollar or prime rate at the Company's
option, plus an applicable margin as defined in the agreement. The
revolving lines of credit terminate in November 2002. 8,000,000
Other 836,470
================
60, 836,470
Less current maturities 8,000,000
================
$ 52,836,470
================
</TABLE>
(i) During November 1999, the Company entered into a $71 million credit
agreement which consists of $56 million of term loans and a $15 million
revolving loan facility. The credit agreement is collateralized by 65% of the
issued and outstanding stock of the Company's majority-owned subsidiaries. The
proceeds from these loans were used to prepay all borrowings under the previous
finance agreements and to finance the Monarch Acquisition (see Note 6). The
Company is required to maintain minimum fixed charge and interest coverage
ratios in addition to other financial covenants.
The Company uses interest rate swap agreements to change the fixed/variable
interest rate mix of the debt portfolio to reduce the Company's aggregate risk
to movements in interest rates. Amounts paid or received under interest rate
swap agreements are accrued as interest rates change and are recognized over the
life of the swap agreements as an adjustment to interest expense. The related
amounts payable to, or receivable from, the counterparties are included in
accrued interest expense.
On January 14, 2000, the Company entered into an interest rate swap agreement.
The agreement calls for the Company to exchange monthly, beginning January 31,
2000 through December 31, 2001, interest payment streams calculated on a
notional balance equal to the principal balance of the term loans payable. The
agreement caps the applicable Eurodollar rate at 7.5%.
7
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
Note 4. Earnings Per Common Share
Basic earnings per common share are calculated by dividing net income by the
average common shares outstanding. On a diluted basis, shares outstanding are
adjusted to assume the exercise of stock options.
<TABLE>
<CAPTION>
Nine Months Ended June 30, Three Months Ended June 30,
-------------------------------- ---------------------------------
2000 1999 2000 1999
--------------- ---------------- --------------- ----------------
<S> <C> <C> <C> <C>
Income before extraordinary item $ 3,939,538 $ 3,371,259 $ 1,319,451 $ 1,155,132
=============== ================ =============== ================
Net income $ 2,770,748 $ 3,371,259 $ 1,319,451 $ 1,155,132
=============== ================ =============== ================
Determination of shares:
Weighted average number of
common shares outstanding 5,513,734 4,883,598 5,513,734 4,850,739
Shares issuable on exercise
of stock options, net of shares assumed
to be purchased out of proceeds 45,868 14,786 33,546 15,960
--------------- ---------------- --------------- ----------------
Average common shares outstanding for
diluted computation 5,559,602 4,898,384 5,547,280 4,866,699
=============== ================ =============== ================
Earnings per common share - basic:
Income before extraordinary item $ 0.71 $ 0.69 $ 0.24 $ 0.24
Extraordinary item (0.21) - - -
--------------- --------------- --------------- ----------------
Net income $ 0.50 $ 0.69 $ 0.24 $ 0.24
=============== ================ =============== ================
Earnings per common share - diluted:
Income before extraordinary item $ 0.71 $ 0.69 $ 0.24 $ 0.24
Extraordinary item (0.21) - - -
--------------- ---------------- --------------- ----------------
Net income $ 0.50 $ 0.69 $ 0.24 $ 0.24
=============== ================ =============== ================
</TABLE>
The Company's Virgin Islands subsidiary has a five-year tax exemption, expiring
January 31, 2002, as to 90% of its United States federal income taxes. The
impact of this benefit on the Company was to increase earnings per share by
$0.14 and $0.04 for the nine and three months ended June 30, 2000 and $0.16 and
$0.06 for the nine and three months ended June 30, 1999.
Note 5. Segment and Geographical Information
The Company operates primarily in the beverage alcohol industry in the United
States. The Company reports its operating results in five segments:
Bulk Alcohol Products (citrus brandy, citrus spirits, rum, cane
spirits, fortified citrus wine, purchased distilled products and
byproducts)
Premium Branded Spirits (primarily rum, flavored rum and
tequila)
Bottling Operations (contract bottling services and
proprietary and private label products)
Vinegar and Cooking Wine (bulk vinegar, bulk cooking wine, vinegar
stock and proprietary and private label case goods)
Corporate Operations and Other (primarily corporate related items).
The accounting policies of the reportable segments are the same as those
described in Note 1 to the Consolidated Financial Statements. The Company
evaluates the performance of its operating segments based on income before
income taxes, equity in losses of equity investee, interest income and expense.
Intersegment sales and transfers are not significant.
8
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
Summarized financial information concerning the Company's reportable segments is
shown in the following table. "Corporate Operations and Other" includes
corporate items and the results of certain nonmaterial operations.
As of March 31, 2000, goodwill of $22.3 million related to the Monarch
Acquisition (see Note 6) was included in Corporate Operations and Other under
identifiable assets. The Company allocated goodwill between bulk alcohol
products and vinegar and cooking wine during its third quarter ended June 30,
2000.
Net sales, operating income (loss), depreciation and amortization and capital
expenditures for the Company's operating segments for the nine and three months
ended June 30, 2000 and 1999 and identifiable assets as of June 30, 2000 and
1999, are as follows:
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
--------------------------------- ---------------------------
(in thousands) 2000 1999 2000 1999
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NET SALES
Bulk Alcohol Products $ 27,114 $ 25,957 $ 9,670 $ 9,936
Premium Branded Spirits 11,266 8,426 4,481 3,184
Bottling Operations 12,328 13,469 4,233 5,309
Vinegar and Cooking Wine 15,160 7,964 4,827 2,975
Corporate Operations and Other 1,773 1,612 511 452
---------------------------------------------------------------
$ 67,641 $ 57,428 $ 23,722 $ 21,856
===============================================================
OPERATING INCOME (LOSS)
Bulk Alcohol Products $ 10,492 $ 10,266 $ 3,292 $ 2,735
Premium Branded Spirits 6 (351) 134 (133)
Bottling Operations (748) (237) (132) 790
Vinegar and Cooking Wine 2,652 995 787 436
Corporate Operations and Other (4,313) (4,152) (1,033) (1,424)
---------------------------------------------------------------
$ 8,089 $ 6,521 $ 3,048 $ 2,404
===============================================================
DEPRECIATION AND AMORTIZATION
Bulk Alcohol Products $ 2,092 $ 1,643 $ 929 $ 571
Premium Branded Spirits 75 73 23 27
Bottling Operations 1,111 1,127 376 385
Vinegar and Cooking Wine 658 245 477 85
Corporate Operations and Other 278 278 (303) 72
---------------------------------------------------------------
$ 4,214 $ 3,366 $ 1,502 $ 1,140
===============================================================
CAPITAL EXPENDITURES
Bulk Alcohol Products $ 2,713 $ 799 $ 400 $ 397
Premium Branded Spirits 23 149 - -
Bottling Operations 556 507 93 209
Vinegar and Cooking Wine 380 76 219 4
Corporate Operations and Other 138 77 25 6
---------------------------------------------------------------
$ 3,810 $ 1,608 $ 737 $ 616
===============================================================
IDENTIFIABLE ASSETS
Bulk Alcohol Products $ 64,257 $ 46,830
Premium Branded Spirits 7,319 4,517
Bottling Operations 22,862 25,845
Vinegar and Cooking Wine 20,306 6,637
Corporate Operations and Other 13,490 15,999
---------------------------------
$ 128,234 $ 99,828
=================================
</TABLE>
9
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
Sales and operating income for the nine and three months ended June 30, 2000 and
1999 and identifiable assets as of June 30, 2000 and 1999 classified by
geographic area, were as follows:
<TABLE>
<CAPTION>
U. S. VIRGIN
ISLANDS AND
NINE MONTHS ENDED UNITED STATES THE BAHAMAS CONSOLIDATED
----------------------------- ---------------------------------------------------
<S> <C> <C> <C>
June 30, 2000:
Net sales $ 59,048 $ 8,593 67,641
Operating income 4,906 3,183 8,089
Identifiable assets 92,549 35,685 128,234
June 30, 1999:
Net sales 49,134 8,294 57,428
Operating income 3,256 3,265 6,521
Identifiable assets 66,569 33,259 99,828
THREE MONTHS ENDED
-----------------------------
June 30, 2000:
Net sales $ 21,878 $ 1,844 23,722
Operating income 1,390 1,658 3,048
June 30, 1999:
Net sales 19,817 2,039 21,856
Operating income 492 1,912 2,404
</TABLE>
Included in net sales for the United States are export sales, primarily to
Eastern Europe, Canada and the Caribbean, totaling approximately $4,492,000 and
$2,006,000 for the nine and three months ended June 30, 2000 and $7,721,000 and
$3,945,000 for the nine and three months ended June 30, 1999.
Note 6. Acquisition of Monarch Wine Company
On November 17, 1999, the Company acquired substantially all of the assets of
Monarch Wine Company of Atlanta, Georgia ("Monarch"), a privately held company
(the "Monarch Acquisition"). Monarch specializes in the manufacture of wines,
including custom blended wines and cooking wines for the food industry and base
wines for producers of vinegar and beverage alcohol. The Monarch operations are
included in the Company's bulk alcohol products and vinegar and cooking wine
segments. The purchase price was $23.5 million, which includes approximately
$22.3 million of goodwill. Goodwill is being amortized over 20 years.
10
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
The following pro forma summary presents the consolidated results of operations
as if the acquisition had been completed as of October 1, 1998. These results do
not purport to be indicative of what would have occurred had the acquisition
actually been completed as of such date or of future results.
<TABLE>
<CAPTION>
Nine Months Ended June 30 (in thousands, except per share data) 2000 1999
--------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net Sales $ 70,293 $ 69,872
Income before extraordinary item 4,395 4,601
Net Income 3,226 4,601
Earnings per common share - basic:
Income before extraordinary item $ 0.80 $ 0.94
Extraordinary item (0.21) -
-------------------------------------
Net income $ 0.59 $ 0.94
=====================================
Earnings per common share - diluted:
Income before extraordinary item $ 0.79 $ 0.94
Extraordinary item (0.21) -
-------------------------------------
Net income 0.58 $ 0.94
=====================================
</TABLE>
Note 7. Extraordinary Item
The Company incurred $1,168,790, net of income taxes, in expenses related to the
prepayment of its previous debt. These expenses are reflected as an
extraordinary item in the Company's consolidated statement of income for the
nine months ended June 30, 2000.
11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING STATEMENTS
Management's Discussion and Analysis of Financial Condition and Results
of Operations may contain, among other things, statements regarding anticipated
revenue growth, expenditure levels and plans for development. These
forward-looking statements involve a number of risks and uncertainties. The
following is a list of factors, among others, that could cause actual results to
differ materially from those contemplated by the forward-looking statements:
business conditions and growth in certain market segments and industries and the
general economy; competitive factors, including increased competition and price
pressures; availability of third party component products at reasonable prices;
excise taxes; foreign currency exposure; changes in product mix; lower than
expected customer orders and quarterly seasonal fluctuations of those orders;
and product shipment interruptions. See "Risk Factors" in previous filings with
the Securities and Exchange Commission.
INTRODUCTION
The following discussion and analysis summarizes the significant
factors affecting (i) consolidated results of operations of the Company for the
nine months ended June 30, 2000 compared to the nine months ended June 30, 1999,
(ii) consolidated results of operations of the Company for the three months
ended June 30, 2000 compared to the three months ended June 30, 1999 and (iii)
financial liquidity and capital resources. This discussion and analysis should
be read in conjunction with the Company's consolidated financial statements and
notes thereto included herein. Certain amounts presented in this Item 2 have
been rounded to the nearest thousand and hundred thousand, as applicable, but
the percentages calculated are based on actual amounts without rounding.
The Company operates primarily in the beverage alcohol industry in the
United States. The Company reports its operating results in five segments: Bulk
Alcohol Products (citrus brandy, citrus spirits, rum, cane spirits, fortified
citrus wine, purchased distilled products and byproducts); Premium Branded
Spirits (primarily rum, flavored rum and tequila); Bottling Operations (contract
bottling services and proprietary and private label products); Vinegar and
Cooking Wine (bulk vinegar, bulk cooking wine, vinegar stock and proprietary and
private label case goods); and Corporate Operations and Other (primarily
corporate related items).
Information regarding net sales, operating income and total assets of
each of the Company's business segments and information regarding geographic
areas is set forth in Note 5 to the Company's consolidated financial statements
in Item 1 of this Report on Form 10-Q.
The Company is a leading producer and supplier of brandy, rum, wine and
spirits to other beverage alcohol manufacturers; produces, imports and markets
premium branded spirits; bottles beverage alcohol and other beverages on a
contract basis and under its own labels; and produces vinegar and cooking wine.
The Company's net sales and gross margins (gross profit as a percentage
of net sales) vary depending on the mix of business among the Company's
products. Historically, gross margins have been highest in bulk alcohol products
and premium branded spirits and lower in bottling operations and vinegar and
cooking wine operations. Within its bottling operations, sales and gross margins
have varied substantially based upon the mix of business from the Company's
"Type A" and "Type B" bottling customers. Type A bottling customers pay the
Company to purchase their raw materials and these costs are passed through to
the customer. Type B bottling customers supply their own raw materials and are
only charged for bottling charges. Although gross profit per case for the
Company's Type A and Type B bottling customers is approximately equal, given the
same case volume, net sales and cost of goods sold with respect to products
bottled for Type A bottling customers are higher, and gross margins are lower,
than for Type B bottling customers. As a result, significant fluctuations in
volume of Type A bottling customers can distort the Company's gross margin.
The Company has a limited number of customers, and these customers
often purchase bulk alcohol products in significant quantities or place
significant orders for contract bottling services, distilled spirits, vinegar
and cooking wine. Accordingly, the size and timing of purchase orders and
product shipments can cause operating results to fluctuate significantly from
quarter to quarter. Additionally, some Company products generate higher profit
margins than others, and changes in the Company's product mix can cause gross
margins to fluctuate. Certain
12
<PAGE>
aspects of the Company's business are seasonal, with increased demand for the
Company's contract bottling services from April to October and increased
production of the Company's bulk alcohol products during the months from
November to June, corresponding to the Florida citrus harvest. As a result of
these factors, the Company's operating results may vary significantly from
quarter to quarter.
Net sales represent the Company's gross sales less excise taxes. Excise
taxes are generally payable on products bottled by the Company. In addition,
excise taxes are payable on sales of industrial alcohol to certain customers.
Accordingly, excise taxes vary from period to period depending upon the
Company's product and customer mix.
During the fourth quarter of fiscal 1999, the Company adopted Statement
of Financial Accounting Standards ("SFAS") No. 131, "Disclosure about Segments
of an Enterprise and Related Information," which changes the way public
companies report information about operating segments. SFAS No. 131, which is
based on the management approach to segment reporting, establishes requirements
to report selected segment information about products and services, major
customers, and the countries in which the Company has material operations.
Accordingly, all previously reported results have been restated to reflect the
retroactive application of this accounting change, as required by generally
accepted accounting principles.
RECENT ACQUISITION
On November 17, 1999, the Company acquired substantially all of the
assets of Monarch. Monarch specializes in the manufacture of wines, including
custom blended wines and cooking wines for the food industry and base wines for
producers of vinegar and beverage alcohol.
The purchase price was $23.5 million. The Monarch Acquisition has
strengthened the Company's position in the beverage alcohol and food industry by
expanding the Company's customer base and product offerings, and has improved
the Company's plant capacity utilization since the Company has discontinued wine
production at the Monarch facility in Atlanta, Georgia and integrated its wine
production into the Company's existing facilities. Synergies have also been
realized and are expected to be realized in the future in the areas of sales,
distribution and administrative overhead. The Company completed the integration
of Monarch's wine production during its second quarter ended March 31, 2000.
RESULTS OF OPERATIONS
The following table sets forth statement of income items as a
percentage of net sales.
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
------------------------------ ------------------------------
2000 1999 2000 1999
----------- ----------- ---------- ------------
<S> <C> <C> <C> <C>
Net sales 100.0 % 100.0 % 100.0 % 100.0 %
Cost of goods sold 67.8 69.0 66.4 71.0
----------- ----------- ---------- ------------
Gross margin 32.2 31.0 33.6 29.0
Selling, general and
administrative expenses 20.2 19.7 20.8 18.0
----------- ----------- ---------- ------------
Operating income 12.0 11.3 12.8 11.0
Interest expense (5.4) (4.8) (5.9) (4.2)
Other income (expense), net 1.1 1.4 0.7 0.6
----------- ----------- ---------- ------------
Income before income taxes 7.7 7.9 7.6 7.4
Income tax expense (1.9) (2.0) (2.0) (2.1)
----------- ----------- ---------- ------------
Income before extraordinary item 5.8 5.9 5.6 5.3
Extraordinary item (1.7) - - -
----------- ----------- ---------- ------------
Net income 4.1 % 5.9 % 5.6 % 5.3 %
=========== =========== ========== ============
</TABLE>
13
<PAGE>
RESULTS OF OPERATIONS (CONTINUED)
The following table provides information on net sales of certain Company
products.
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
---------------------------------------- ----------------------------------------
2000 1999 % CHANGE 2000 1999 % CHANGE
------------ ------------ ------------- --------- --------- ------------
(in thousands) (in thousands)
<S> <C> <C> <C> <C> <C> <C>
Bulk alcohol products $ 27,114 $ 25,957 4.5 $ 9,670 $ 9,936 (2.7)
Premium branded spirits 11,266 8,426 33.7 4,481 3,184 40.8
Bottling operations 12,328 13,469 (8.5) 4,233 5,309 (20.3)
Vinegar and cooking wine 15,160 7,964 90.4 4,827 2,975 62.2
Corporate operations and
other 1,773 1,612 10.0 511 452 13.1
------------ ------------ ------------ ------------
$ 67,641 $ 57,428 17.8 $ 23,722 $ 21,856 8.5
============ ============ ============ ============
</TABLE>
The following table provides unit sales volume data for certain Company
products.
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
--------------------------------- -------------------------------------
2000 1999 % CHANGE 2000 1999 % CHANGE
---------- ---------- ------------ --------- ---------- -------------
(in thousands) (in thousands)
<S> <C> <C> <C> <C> <C> <C>
Bulk alcohol products:
Distilled products, in proof gallons
Citrus Brandy 1,093 1,106 (1.2) 241 382 (36.8)
Citrus Spirits 702 1,014 (30.8) 168 379 (55.7)
Rum 3,285 3,335 (1.5) 1,141 1,185 (3.8)
Cane Spirits 421 371 13.5 169 104 62.4
Fortified citrus wine, in gallons 7,498 5,269 42.3 2,754 1,852 48.7
Premium branded spirits, in cases 202 175 15.6 87 66 32.9
Bottling operations, in cases 3,192 3,288 (2.9) 1,497 1,469 1.9
Vinegar
Bulk, in 100 grain gallons 3,935 3,489 12.8 1,361 1,313 3.6
Cases 419 386 8.5 135 138 (2.7)
Drums, in 100 grain gallons 1,197 629 90.4 455 297 53.4
Cooking Wine
Bulk, in gallons 1,602 63 2,432.4 652 20 3,126.0
Cases 492 165 198.1 158 53 197.8
</TABLE>
NINE MONTHS ENDED JUNE 30, 2000 COMPARED TO NINE MONTHS ENDED JUNE 30, 1999.
Unless otherwise noted, references to 2000 represent the nine-month period ended
June 30, 2000 and references to 1999 represent the nine-month period ended June
30, 1999.
NET SALES. Net sales were $67.6 million in 2000, an increase of 17.8% from
net sales of $57.4 million in 1999.
14
<PAGE>
RESULTS OF OPERATIONS (CONTINUED)
Net sales of bulk alcohol products were $27.1 million in 2000, an
increase of 4.5% from net sales of $26.0 million in 1999. The increase
resulted primarily from (i) an increase in sales due to the timing of
customer orders, and (ii) increased sales of bulk alcohol resulting from the
Monarch Acquisition. Unit sales of citrus spirits decreased 30.8% and unit
sales of fortified citrus wine increased 42.3% in 2000 compared to 1999.
These changes resulted from the Monarch Acquisition. Monarch was a major
purchaser of the Company's citrus spirits for use in producing fortified
citrus wine.
Net sales of premium branded spirits were $11.3 million in 2000, an
increase of 33.7% from net sales of $8.4 million in 1999. Sales increases
reflect the continued expansion of the Company's distribution network and the
success of its Cruzan Flavored Rums and Porfidio Tequila brands.
Net sales of the Company's bottling operations were $12.3 million in 2000,
a decrease of 8.5% from net sales of $13.5 million in 1999. The unit volume of
the Company's bottling operations decreased 2.9% in 2000 due to the timing of
customer orders.
Net sales of vinegar and cooking wine were $15.2 million in 2000, an
increase of 90.4% from net sales of $8.0 million in 1999. The increase in net
sales was primarily attributable to increased sales of cooking wine resulting
from the Monarch Acquisition. The Company's two vinegar plants are operating at
maximum capacity. The Company has recently expanded and intends to continue
expanding its vinegar production capacity by building or acquiring additional
facilities; the cost of currently planned future expansion is not expected to be
material.
GROSS PROFIT. Gross profit was $21.8 million in 2000, an increase of 22.2%
from gross profit of $17.8 million in 1999. Gross margin increased to 32.2% in
2000 from 31.0% in 1999. The increase in gross margin was primarily attributable
to a change in product mix as a result of the Monarch Acquisition.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses were $13.7 million in 2000, an increase of 21.1% from
$11.3 million in 1999. The increase was primarily attributable to (1) increased
marketing expenses and new employees related to the Company's premium branded
spirits business; (2) expenses incurred during the integration of the Monarch
Acquisition, and (3) increased amortization expense.
OPERATING INCOME. The following table sets forth the operating income
(loss) by operating segment of the Company for 2000 and 1999.
<TABLE>
<CAPTION>
NINE MONTHS ENDED
JUNE 30,
------------------------------------
2000 1999 % CHANGE
---- ---- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Bulk alcohol products $ 10,492 $ 10,266 (2.2)
Premium branded spirits 6 (351) 101.8
Bottling operations (748) (237) (215.0)
Vinegar and cooking wine 2,652 995 166.6
Corporate operations and other (4,313) (4,152) (3.9)
------------------------------------
$ 8,089 $ 6,521 24.0
=====================================
</TABLE>
As a result of the above factors, operating income was $8.1 million in
2000, an increase of 24.0% over operating income of $6.5 million in 1999.
INTEREST INCOME. The Company earns interest on its cash, short-term
investments and notes receivable. The increase in interest income in 2000 was
attributable to higher average amounts of cash, short-term investments and notes
receivable outstanding compared to 1999.
INTEREST EXPENSE. Interest expense was $3.6 million in 2000 and $2.8
million in 1999. The increase in interest expense was due to higher levels of
debt outstanding due to the Monarch Acquisition and higher interest rates during
2000 as compared to 1999.
15
<PAGE>
RESULTS OF OPERATIONS (CONTINUED)
INCOME TAX EXPENSE. The Company's effective income tax rate was 24.4% in
2000 and 25.7% in 1999. The low tax rate is attributable to the Virgin Islands
subsidiary, which has a 90% exemption from United States federal income taxes
(see Note 4).
THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999.
Unless otherwise noted, references to 2000 represent the three-month period
ended June 30, 2000 and references to 1999 represent the three-month period
ended June 30, 1999.
NET SALES. Net sales were $23.7 million in 2000, an increase of 8.5% from
net sales of $21.9 million in 1999.
Net sales of bulk alcohol products were $9.7 million in 2000, a decrease
of 2.7% from net sales of $9.9 million in 1999. The decrease resulted
primarily from (i) the timing of customer orders, and (ii) a decrease in
sales of purchased distilled products. The decrease in sales of bulk alcohol
products was partially offset by increased sales of bulk alcohol resulting
from the Monarch Acquisition. Unit sales of citrus spirits decreased 55.7%
and unit sales of fortified citrus wine increased 48.7% in 2000 compared to
1999. These changes resulted from the Monarch Acquisition. Monarch was a
major purchaser of the Company's citrus spirits for use in producing
fortified citrus wine.
Net sales of premium branded spirits were $4.5 million in 2000, an increase
of 40.8% from net sales of $3.2 million in 1999. Sales increases reflected the
continued expansion of the Company's distribution network and the success of its
Cruzan Flavored Rums and Porfidio Tequila brands.
Net sales of the Company's bottling operations were $4.2 million in 2000, a
decrease of 20.3% from net sales of $5.3 million in 1999. The unit volume of the
Company's bottling operations increased 1.9% in 2000 due to the timing of
customer orders.
Net sales of vinegar and cooking wine were $4.8 million in 2000, an
increase of 62.2% from net sales of $3.0 million in 1999. The increase in net
sales was primarily attributable to increased sales of cooking wine resulting
from the Monarch Acquisition. The Company's two vinegar plants are operating at
maximum capacity. The Company has recently expanded and intends to continue
expanding its vinegar production capacity by building or acquiring additional
facilities; the cost of currently planned future expansion is not expected to be
material.
GROSS PROFIT. Gross profit was $8.0 million in 2000, an increase of 25.7%
from gross profit of $6.3 million in 1999. Gross margin increased to 33.6% in
2000 from 29.0% in 1999. The increase in gross margin was primarily attributable
to a change in product mix as a result of the Monarch Acquisition.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses were $4.9 million in 2000, an increase of 25.1% from
$3.9 million in 1999. The increase was primarily attributable to (1) increased
marketing expenses and new employees related to the Company's premium branded
spirits business; (2) additional expenses incurred during the integration of the
Monarch Acquisition, and (3) increased amortization expense.
OPERATING INCOME. The following table sets forth the operating income
(loss) by operating segment of the Company for 2000 and 1999.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
-------------------------------
2000 1999 % CHANGE
---- ---- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Bulk alcohol products $ 3,292 $ 2,735 20.3
Premium branded spirits 134 (133) 201.5
Bottling operations (132) 790 (116.7)
Vinegar and cooking wine 787 436 80.7
Corporate operations and other (1,033) (1,424) 27.3
-------------------------------
$ 3,048 $ 2,404 26.8
===============================
</TABLE>
16
<PAGE>
RESULTS OF OPERATIONS (CONTINUED)
As a result of the above factors, operating income was $3.0 million in
2000, an increase of 26.8% over operating income of $2.4 million in 1999. The
Company's bottling operations segment reported an operating loss of
approximately $132,000 in 2000 and operating income of approximately $790,000 in
1999. The operating income in 1999 was due to nonrecurring sales of tequila
products.
INTEREST INCOME. The Company earns interest income on its cash, short-term
investments and notes receivable. The increase in interest income in 2000 was
attributable to higher average amounts of cash, short-term investments and notes
receivable outstanding compared to 1999.
INTEREST EXPENSE. Interest expense was $1.4 million in 2000 and $.9 million
in 1999. The increase in interest expense was due to higher levels of debt
outstanding due to the Monarch Acquisition and higher interest rates during 2000
as compared to 1999.
INCOME TAX EXPENSE. The Company's effective income tax rate was 27.2% in
2000 and 29.0% in 1999. The low tax rate was attributable to the Virgin Islands
subsidiary, which has a 90% exemption from United States federal income taxes
(see Note 4).
FINANCIAL LIQUIDITY AND CAPITAL RESOURCES
GENERAL
The Company's principal use of cash in its operating activities is to
purchase raw materials for its manufacturing operations, purchase imported
products for its premium branded spirits business and carry inventories and
receivables. The Company's primary sources of liquidity have historically been
cash flow from operations and borrowings. Some of the Company's manufacturing
operations are seasonal and the Company's borrowings vary during the year. For
example, the Company uses citrus molasses as its primary raw material in the
production of citrus brandy and spirits at its two Florida distilleries. The
Company buys citrus molasses, a byproduct of citrus juice production, from local
manufacturers of citrus juice and concentrate during the citrus harvest, which
generally runs from November to June. The Company generally begins purchasing
citrus molasses in November and builds inventory of citrus brandy and spirits.
The Company must manufacture and build inventory while raw materials are
available due to the short life of the citrus molasses it purchases. Another
seasonal business of the Company is its contract bottling services. Demand for
contract bottling services is highest during the months from April through
October. Management believes that cash provided by operating activities and its
financing activities will provide adequate resources to satisfy its working
capital, liquidity and anticipated capital expenditure requirements for both its
short-term and long-term capital needs.
OPERATING ACTIVITIES
Net cash provided by operating activities in 2000 was $3.6 million,
which resulted from $6.6 million in net income adjusted for noncash items, a
$1.2 million extraordinary item, and $4.2 million representing the net change in
operating assets and liabilities.
INVESTING AND FINANCING ACTIVITIES
Net cash used in investing activities in 2000 was $31.6 million, which
resulted primarily from $3.8 million of capital expenditures, $23.5 million used
for the Monarch Acquisition and a net increase of $3.9 million in short-term
investments. During the third quarter of fiscal 2000, the Company converted a
$1,000,000 loan to Premier Wines & Spirits, Ltd. ("Premier"), a 45% owned
subsidiary, into a capital contribution in order to improve Premier's capital
structure.
The Company's capital expenditures were $3.8 million in 2000 and $1.6
million in 1999. The increase in capital expenditures was primarily attributable
to (1) improving the Company's wine production capabilities and (2) expanding
vinegar production capacity.
17
<PAGE>
FINANCIAL LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
Net cash provided by financing activities in 2000 was $25.7 million,
which resulted from (1) proceeds from term loans and other notes of $56.9
million and (2) an increase of $8.0 million in borrowings under the revolving
credit facility, offset by (3) payments of long-term debt totaling $38.1 million
and (4) a $1.2 million penalty, net of income taxes, on the prepayment in
November 1999 of borrowings under the Company's prior debt facility.
The Company's present revolving credit facility provides for maximum
borrowings of $15 million. Borrowings under this facility were $8.0 million at
June 30, 2000 (see Note 3).
The Company's total debt was $60.8 million as of June 30, 2000, and its
ratio of debt to equity was 1.1 to 1.
No provision has been made for income taxes that would result from the
remittance of undistributed earnings of the Company's Bahamian and Virgin
Islands subsidiaries, as the Company intends to reinvest these earnings
indefinitely. The Company's shares of the undistributed earnings of the Bahamian
and Virgin Islands subsidiaries were approximately $8.2 million and $15.8
million, respectively, as of September 30, 1999. See Note 8 to the Company's
consolidated financial statements included in the Company's Annual Report on
Form 10-K for the year ended September 30, 1999 for additional information on
income taxes related to these subsidiaries.
Based on current plans and business conditions, management expects that
its cash, cash equivalents, and short-term investments, together with any
amounts generated from operations and available borrowings, will be sufficient
to meet the Company's cash requirements for at least the next 12 months.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which establishes accounting and reporting
standards for derivative instruments and hedging activities. It requires that an
entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value. The
Company will adopt SFAS No. 133 as required during Fiscal 2001.
EFFECTS OF INFLATION AND CHANGING PRICES
The Company's results of operations and financial condition have not
been significantly affected by inflation and changing prices. The Company has
been able, subject to normal competitive conditions, to pass along rising costs
through increased selling prices.
18
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required under this Item 3 is incorporated herein by
reference to the Company's quarterly report on Form 10-Q for the quarter
ended March 31, 2000.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
3.1 Amended and Restated Certificate of Incorporation of Todhunter
International, Inc. (1)
3.2 Amended and Restated By-Laws of Todhunter International, Inc. (6)
4.1 Form of Todhunter International, Inc. Common Stock Certificate (1)
10.6 Todhunter International, Inc. 1992 Stock Option Plan, as amended (3)
10.8 Lease, dated March 24, 1988, as amended, between Todhunter
International, Inc. and Especially West Palm Beach, Inc. (1)
10.8(a) Amendment to Lease, dated January 1, 1997, between Todhunter
International, Inc. and Florida Acquisition Fund Esperante, Ltd. (4)
10.16 Asset Purchase Agreement dated as of September 27, 1999, among
Todhunter International, Inc. and Adams Wine Company d/b/a Monarch
Wine Company of Georgia, and Howard J. Weinstein, David Paszamant,
Jay Paszamant and Matthew Paszamant (5)
10.17 Credit Agreement dated as of November 17, 1999, by and among
Todhunter International, Inc. and each of the Financial Institutions
Initially a Signatory thereto, and SOUTHTRUST BANK, National
Association (5)
10.18 Executive Employment Agreement dated as of July 15, 1999, between
Thomas A. Valdes and Todhunter International, Inc. (6)
10.19 Executive Employment Agreement dated as of July 15, 1999, between
Jay S. Maltby and Todhunter International, Inc. (6)
10.20 Executive Employment Agreement dated as of July 15, 1999, between
A. Kenneth Pincourt, Jr. and Todhunter International, Inc. (6)
10.21 Executive Employment Agreement dated as of July 15, 1999, between
D. Chris Mitchell and Todhunter International, Inc. (6)
11.1 Statement of Computation of Per Share Earnings (8)
13.1 Quantitative and Qualitative Disclosures about Market Risk (7)
21.1 Subsidiaries of Todhunter International, Inc. (2)
23.1 Consent of McGladrey & Pullen, LLP (6)
27.1 Financial Data Schedule (9)
19
<PAGE>
(1) Incorporated herein by reference to the Company's Registration
Statement on Form S-1 (File No. 33-50848).
(2) Incorporated herein by reference to the Company's Annual Report on
Form 10-K for the year ended September 30, 1995.
(3) Incorporated herein by reference to the Company's Annual Report on
Form 10-K for the year ended September 30, 1997.
(4) Incorporated herein by reference to the Company's Annual Report on
Form 10-K for the year ended September 30, 1998.
(5) Incorporate herein by reference to the Company's Report on Form 8-K
for November 17, 1999.
(6) Incorporated herein by reference to the Company's Annual Report on
Form 10-K for the year ended September 30, 1999.
(7) Incorporated herein by reference to the Company's Report on
Form 10-Q for the quarter ended March 31, 2000.
(8) Filed herewith and incorporated herein by reference to Note 4 of notes
to consolidated financial statements, included in Item 1 of the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
2000.
(9) Filed herewith.
(B) REPORTS ON FORM 8-K
During the third quarter of fiscal 2000, the Company filed a Current
Report on Form 8-K dated April 19, 2000. This Form 8-K reported information
under Item 1 (Changes in Control of Registrant).
20
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 9, 2000 /s/ A. Kenneth Pincourt, Jr.
-------------------------------------
A. Kenneth Pincourt, Jr.
Chairman
and Chief Executive Officer
Date: August 9, 2000 /s/ Troy Edwards
----------------------------------------
Chief Financial Officer,
Treasurer and Controller
21
