-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QKiu5MyagG5iuDSOFTqMZSLEPOezWjvwakJsTRNhnClFfQUCtgijGpAYq2eO+LGK aXkviqtoezUAmIb9Ri0++A== 0000030697-95-000031.txt : 19951030 0000030697-95-000031.hdr.sgml : 19951030 ACCESSION NUMBER: 0000030697-95-000031 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950809 ITEM INFORMATION: Bankruptcy or receivership FILED AS OF DATE: 19951023 DATE AS OF CHANGE: 19951026 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIARC COMPANIES INC CENTRAL INDEX KEY: 0000030697 STANDARD INDUSTRIAL CLASSIFICATION: 2211 IRS NUMBER: 380471180 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-02207 FILM NUMBER: 95583377 BUSINESS ADDRESS: STREET 1: 900 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 4076534000 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: DWG CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DWG CIGAR CORP DATE OF NAME CHANGE: 19680820 FORMER COMPANY: FORMER CONFORMED NAME: DEISEL WEMMER GILBERT CORP DATE OF NAME CHANGE: 19680820 8-K/A 1 TRIARC - 8-K/A FILING 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) 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 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 JOSEPH VICTORI WINES, INC. AND AFFILIATES NON ALCOHOLIC BEVERAGE DIVISION COMBINED BALANCE SHEETS
December 31, ------------------ 1994 1993 ---- ---- ASSETS 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 =========== ===========
The accompanying notes are an integral part of these statements. JOSEPH VICTORI WINES, INC. AND AFFILIATES NON ALCOHOLIC BEVERAGE DIVISION COMBINED STATEMENTS OF INCOME
For the years ended December 31, -------------------------------- 1994 1993 1992 ---- ---- ---- 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 =========== =========== ===========
The accompanying notes are an integral part of these statements. 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
Common Stock Partners' ------------- Capital and Par Retained Treasury Shares Value Earnings Stock Total ------ ------ ---------- ------- ----- 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 ========== ======== =========== ========== ===========
The accompanying notes are an integral part of these financial statements. JOSEPH VICTORI WINES, INC. AND AFFILIATES NON ALCOHOLIC BEVERAGE DIVISION COMBINED STATEMENTS OF CASH FLOWS
For the years ended December 31, -------------------------------- 1994 1993 1992 ---- ---- ---- 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
The accompanying notes are an integral part of these statements. 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:
December 31, ----------------- 1994 1993 ---- ---- Raw materials $ 5,876,600 $ 6,344,666 Finished goods 6,687,585 4,621,307 ----------- ----------- $12,564,185 $10,965,973 =========== ===========
Noted D - Property and Equipment Property and equipment are summarized as follows:
December 31, ----------------- 1994 1993 ---- ---- 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 ========== ==========
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 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 ======== 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. 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 JOSEPH VICTORI WINES, INC. AND AFFILIATES NON ALCOHOLIC BEVERAGE DIVISION Combined Balance Sheet as of June 30, 1995 (In Thousands) Assets 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. JOSEPH VICTORI WINES, INC. AND AFFILIATES NON ALCOHOLIC BEVERAGE DIVISION Combined Statement of Operations Six Months Ended June 30, 1995 (In Thousands) 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.
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 --------- ------ ------- -------- ----- ----- 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 ========== ===== ====== ======= ====== =======
See notes to combined financial statements. JOSEPH VICTORI WINES, INC. AND AFFILIATES NON ALCOHOLIC BEVERAGE DIVISION Combined Statement of Cash Flows Six Months Ended June 30, 1995 (In Thousands) 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 ======
See notes to combined financial statements. 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: June 30, 1995 ---- (In thousands) Raw materials $ 5,539 Finished goods 8,192 ------- $13,731 =======
4. Machinery and Equipment Machinery and equipment are summarized as follows: June 30, 1995 ---- (In thousands) Furniture and fixtures $ 239 Equipment - manufacturing and office (Note 9) 2,050 Computer software 133 Accumulated depreciation (954) ------- $ 1,468 =======
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: (In thousands) 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 ======
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: June 30, 1995 ----- (In thousands) Machinery and equipment $ 367 Accumulated amortization (239) ----- $ 128 =====
Future minimum rental commitments at June 30, 1995 are summarized as follows: Capital Operating Leases Leases ------ ------ (In thousands) 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 =====
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. 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. JOSEPH VICTORI WINES, INC. AND AFFILIATES NON ALCOHOLIC BEVERAGE DIVISION Combined Statement of Operations Six Months Ended June 30, 1994 (In Thousands) (Unaudited) 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 ========
JOSEPH VICTORI WINES, INC. AND AFFILIATES NON ALCOHOLIC BEVERAGE DIVISION Combined Statement of Cash Flows Six Months Ended June 30, 1994 (In Thousands) (Unaudited) 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 ======
(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. TRIARC COMPANIES, INC. PRO FORMA CONDENSED COMBINED BALANCE SHEET JUNE 30, 1995
The Pro Forma Triarc Company Adjustments Pro Forma ------ ------- ----------- -------- (In thousands) Assets 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 ======== ======= ======== ========== (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.
TRIARC COMPANIES, INC. PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS For the Year Ended December 31, 1994
The Pro Forma Triarc Company Adjustments Pro Forma ------ --------- ----------- --------- (In thousands except per share data) 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) ========= ==========
TRIARC COMPANIES, INC. PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS For the Six Months Ended June 30, 1995
The Pro Forma Triarc Company Adjustments Pro Forma ------ --------- ----------- --------- (In thousands except per share data) 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 ========== ======== Note: The results of operations of the Company reflect the following significant, non-recurring charges:
Six Months Year Ended Ended December 31, June 30, 1994 1995 ---- ---- (In thousands) 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) 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.
(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. 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 EX-27.1 2 FDS FOR 12/31/94
5 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. 1,000 12-MOS DEC-31-1994 JAN-01-1994 DEC-31-1994 923 0 7,464 424 12,564 22,215 2,173 858 23,801 9,988 20 251 0 0 13,543 23,801 128,786 128,786 85,348 85,348 238 0 31 11,921 (175) 12,096 0 0 0 12,096 0 0
EX-27.2 3 FDS FOR 6/30/95
5 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. 1,000 6-MOS DEC-31-1995 JAN-01-1995 JUN-30-1995 708 0 13,482 300 13,731 29,190 2,422 954 32,936 15,912 0 1 0 0 12,523 32,936 63,756 63,756 42,687 42,687 4,500 150 16 (467) 52 (519) 0 0 0 (519) 0 0
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