<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 quarter ended  March 31, 1999            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 (or such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.

Yes    X        No 
    -------        -------

The number of shares outstanding of registrant's Common Stock, $.01 par value 
per share, as of May 7, 1999 was 4,850,514.

<PAGE>

                         TODHUNTER INTERNATIONAL, INC.

                                      INDEX

<TABLE>
<CAPTION>
                                                                                         Page No.
                                                                                         --------
<S>                                                                                      <C>
PART I    FINANCIAL INFORMATION

          Item 1  Financial Statements

                  Consolidated Balance Sheets -
                  March 31, 1999 and September 30, 1998                                       1

                  Consolidated Statements of Income -
                  Six and Three Months Ended March 31, 1999 and 1998                          3

                  Consolidated Statements of Cash Flows -
                  Six Months Ended March 31, 1999 and 1998                                    4

                  Notes to Consolidated Financial Statements                                  6

          Item 2  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                                   9

          Item 3  Quantitative and Qualitative Disclosures About Market Risk                 17


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                        17

          Item 5  Other Information                                                           *

          Item 6  Exhibits and Reports on Form 8-K                                           18

          Signatures                                                                         20
</TABLE>

* Item is omitted because answer is negative or item is inapplicable.
<PAGE>

PART I - FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                          TODHUNTER INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                      March 31,              September 30,
                                                                        1999                     1998
                                                                  ----------------         -----------------
                                                                   (Unaudited)                       *
<S>                                                               <C>                      <C>
    ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                        $     6,809,978         $   5,629,016
  Trade receivables                                                     11,953,938            11,623,197
  Other receivables                                                      1,932,790             2,237,397
  Inventories                                                           24,989,841            23,423,573
  Notes receivable, current maturities                                   4,868,946             1,503,675
  Deferred income taxes                                                  1,062,500             1,011,000
  Other current assets                                                   1,206,489             1,000,192
                                                                   ---------------         ---------------
    Total current assets                                                52,824,482            46,428,050
                                                                   ---------------         ---------------

LONG-TERM NOTES RECEIVABLE,
 less current maturities                                                 3,130,442             5,738,287
                                                                   ---------------         ---------------

PROPERTY AND EQUIPMENT                                                  74,312,202            73,544,945
  Less accumulated depreciation                                         33,963,240            32,017,543
                                                                   ---------------         ---------------
                                                                        40,348,962            41,527,402
                                                                   ---------------         ---------------

PROPERTY HELD FOR LEASE                                                    683,823             2,527,453
  Less accumulated depreciation                                            343,240             1,139,746
                                                                   ---------------         ---------------
                                                                           340,583             1,387,707
                                                                   ---------------         ---------------

GOODWILL, less accumulated amortization                                    373,051               389,423
                                                                   ---------------         ---------------
OTHER ASSETS                                                             1,792,940             1,526,161
                                                                   ---------------         ---------------
                                                                   $    98,810,460         $  96,997,030
                                                                   ---------------         ---------------
                                                                   ---------------         ---------------
</TABLE>

*From audited financial statements.
See Notes to Consolidated Financial Statements.

                                       1
<PAGE>

                          TODHUNTER INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                            March 31,                September 30,
                                                                               1999                      1998
                                                                       --------------------       -------------------
                                                                           (Unaudited)                        *
<S>                                                                    <C>                        <C>
       LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

  Current maturities of long-term debt                                   $        8,203,697          $        1,888,133
  Accounts payable                                                                5,045,822                   3,417,615
  Accrued interest expense                                                        1,261,542                   1,261,542
  Other accrued expenses                                                            852,440                   2,054,188
                                                                         ------------------          ------------------
    Total current liabilities                                                    15,363,501                   8,621,478

LONG-TERM DEBT, less current maturities                                          36,019,565                  42,580,944

DEFERRED INCOME TAXES                                                             4,569,500                   4,685,000

OTHER LIABILITIES                                                                   295,586                     105,539
                                                                         ------------------          ------------------
                                                                                 56,248,152                  55,992,961
                                                                         ------------------          ------------------

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 March 31, 1999 and 
   September 30, 1998 4,949,714                                                      49,497                      49,497
  Additional paid-in capital                                                     11,945,777                  11,945,777
  Retained earnings                                                              31,224,922                  29,008,795
                                                                         ------------------          ------------------
                                                                                 43,220,196                  41,004,069
  Less cost of 88,500 shares of treasury stock                                     (657,888)                       -
                                                                         ------------------          ------------------
                                                                                 42,562,308                  41,004,069
                                                                         ------------------          ------------------
                                                                         $       98,810,460          $       96,997,030
                                                                         ------------------          ------------------
                                                                         ------------------          ------------------
</TABLE>

*From audited financial statements.
See Notes to Consolidated Financial Statements.

                                       2
<PAGE>

                          TODHUNTER INTERNATIONAL, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                     Six Months Ended March 31,                    Three Months Ended March 31,
                                              ----------------------------------------       --------------------------------------
                                                    1999                   1998                    1999                   1998
                                              -----------------     ------------------       ---------------        ---------------
<S>                                           <C>                   <C>                      <C>                    <C>

Sales                                         $      54,355,721     $       53,829,374       $    28,091,904        $    27,468,782
    Less excise taxes                                18,783,716             18,409,169             9,060,821              9,789,799
                                              -----------------     ------------------       ---------------        ---------------
    Net Sales                                        35,572,005             35,420,205            19,031,083             17,678,983
Cost of goods sold                                   24,109,311             25,077,882            12,925,034             12,459,311
                                              -----------------     ------------------       ---------------        ---------------
    Gross profit                                     11,462,694             10,342,323             6,106,049              5,219,672

Selling, general and administrative 
  expenses                                            7,346,031              6,909,479             3,754,441              3,250,577
                                              -----------------     ------------------       ---------------        ---------------
    Operating income                                  4,116,663              3,432,844             2,351,608              1,969,095
                                              -----------------     ------------------       ---------------        ---------------

Other income (expense):
    Interest income                                     332,947                342,016               176,261                157,386
    Interest expense                                 (1,859,024)            (1,985,943)             (935,192)              (978,498)
    Equity in losses of equity investee                (102,948)                  -                  (87,600)                  -
    Other, net                                          427,009                659,273               264,267                137,849
                                              -----------------     ------------------       ---------------        ---------------
                                                     (1,202,016)              (984,654)             (582,264)              (683,263)
                                              -----------------     ------------------       ---------------        ---------------

Income before income taxes                            2,914,647              2,448,190             1,769,344              1,285,832
                                              -----------------     ------------------       ---------------        ---------------

Income tax expense (benefit):
    Current                                             865,520                276,307               588,092                269,384
    Deferred                                           (167,000)                68,000               (83,250)                34,000
                                              -----------------     ------------------       ---------------        ---------------
                                                        698,520                344,307               504,842                303,384
                                              -----------------     ------------------       ---------------        ---------------

Net income                                    $       2,216,127     $        2,103,883       $     1,264,502        $       982,448
                                              -----------------     ------------------       ---------------        ---------------
                                              -----------------     ------------------       ---------------        ---------------

Earnings per common share:
    Basic                                     $            0.45     $             0.43       $          0.26        $          0.20
                                              -----------------     ------------------       ---------------        ---------------
                                              -----------------     ------------------       ---------------        ---------------
    Diluted                                   $            0.45     $             0.42       $          0.26        $          0.20
                                              -----------------     ------------------       ---------------        ---------------
                                              -----------------     ------------------       ---------------        ---------------


Common shares and equivalents outstanding:
    Basic                                             4,900,027              4,949,714             4,882,625              4,949,714
                                              -----------------     ------------------       ---------------        ---------------
                                              -----------------     ------------------       ---------------        ---------------
    Diluted                                           4,914,179              4,991,716             4,897,787              4,987,404
                                              -----------------     ------------------       ---------------        ---------------
                                              -----------------     ------------------       ---------------        ---------------
</TABLE>

See Notes to Consolidated Financial Statements.

                                       3
<PAGE>

                          TODHUNTER INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                              Six Months Ended March 31,
                                                                       -----------------------------------------
                                                                              1999                   1998
                                                                       -------------------     -----------------
<S>                                                                    <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income                                                           $         2,216,127     $       2,103,883
  Adjustments to reconcile net income to net cash 
   provided by operating activities:
    Depreciation                                                                 2,178,666             2,064,811
    Amortization                                                                    47,054                47,054
    (Gain) on sale of property and equipment                                      (268,174)               (1,989)
    Equity in losses of equity investee                                            102,948                  -
    Deferred income taxes                                                         (167,000)               68,000
    Changes in assets and liabilities:
    (Increase) decrease in:
      Receivables                                                                  (26,134)              395,218
      Inventories                                                               (1,566,268)           (3,419,254)
      Other current assets                                                        (206,297)              142,832
    Increase (decrease) in:
      Accounts payable                                                           1,628,207              (914,398)
      Accrued interest expense                                                        -                 (212,592)
      Other accrued expenses                                                    (1,201,748)              492,817
      Other liabilities                                                            190,047              (179,953)
                                                                        ------------------      ----------------
  Net cash provided by operating activities                                      2,927,428               586,429
                                                                        ------------------      ----------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from sale of property and equipment                                     456,945                11,500
  Principal payments received on notes receivable                                  725,240               785,402
  Purchase of property and equipment                                              (991,873)           (1,315,846)
  Disbursements for notes receivable                                              (632,666)              (46,510)
  Purchase of minority interest                                                       -                 (354,470)
  (Increase) decrease in other assets                                             (400,409)              153,645
                                                                        ------------------      ----------------
    Net cash used in investing activities                               $         (842,763)     $       (766,279)
                                                                        ------------------      ----------------
</TABLE>


                                       4
<PAGE>

                          TODHUNTER INTERNATIONAL, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                               Six Months Ended March 31,
                                                                       -----------------------------------------
                                                                              1999                    1998
                                                                       -------------------     -----------------
<S>                                                                    <C>                     <C>

CASH FLOWS FROM FINANCING ACTIVITIES
  Net borrowings on line of credit                                     $         1,238,621     $         890,953
  Purchase of treasury stock                                                      (657,888)                 -
  Principal payments on long-term borrowings                                    (1,484,436)           (2,203,308)
                                                                       -------------------     -----------------
  Net cash used in financing activities                                           (903,703)           (1,312,355)
                                                                       -------------------     -----------------
  Net increase (decrease) in cash and cash equivalents                           1,180,962            (1,492,205)
Cash and cash equivalents:
  Beginning                                                                      5,629,016             4,904,804
                                                                       -------------------     -----------------
  Ending                                                               $         6,809,978     $       3,412,599
                                                                       -------------------     -----------------
                                                                       -------------------     -----------------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
  Cash payments for:
    Interest                                                           $         1,859,024     $       2,198,535
                                                                       -------------------     -----------------
                                                                       -------------------     -----------------
    Income taxes                                                       $           830,564     $         142,107
                                                                       -------------------     -----------------
                                                                       -------------------     -----------------

SUPPLEMENTAL DISCLOSURES OF NON CASH
TRANSACTIONS

  Property and equipment exchanged for note receivable                 $           850,000     $            -
                                                                       -------------------     -----------------
                                                                       -------------------     -----------------
</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, except where otherwise indicated, 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 of 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, 1998.

Note 2. Inventories

The major components of inventories are:

<TABLE>
<CAPTION>
                                              March 31, 1999              September 30, 1998
                                          --------------------          ----------------------
                                               (Unaudited)
<S>                                       <C>                           <C>
Finished goods                            $         16,478,237          $           15,794,672
Work in process                                      1,416,678                         355,659
Raw materials and supplies                           7,094,926                       7,273,242
                                          --------------------          ----------------------
                                          $         24,989,841          $           23,423,573
                                          --------------------          ----------------------
                                          --------------------          ----------------------
</TABLE>




                                       6
<PAGE>

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
                                   (Unaudited)

Note 3. Financing Arrangements

Long-term debt consists of the following as of March 31, 1999.

<TABLE>
<S>                                                                                     <C>
Senior notes, interest payable semiannually at 8.905%, principal payments of
  $6,800,000 on October 30, 1999, $7,933,333 on October 30, 2000 and 2001,
  $4,533,334 on October 30, 2002 and $3,400,000 on October 30, 2003 and 2004, 
  unsecured (1)                                                                           $     34,000,000


Revolving credit note of $15,000,000, interest payable monthly at the prime rate
  for domestic loans and at 1.5% above the one-month London Interbank Offered Rate
  ("LIBOR") for Eurodollar loans, principal is due in full November 1, 2001. The
  maximum amount which can be drawn on the revolving note is based on the
  borrowing base as specified in the agreement, unsecured                                        7,569,565

Bank note payable, interest is calculated based upon a floating rate of 2.5%
  above the one-month LIBOR rate, quarterly principal payments of $250,000,
  collateralized by real property, equipment, machinery and trade receivables 
  in the Virgin Islands (2)                                                                      2,250,000

Note payable, interest at 7.5%, principal and interest payments required 
  through 1999                                                                                     403,697
                                                                                          ----------------

                                                                                                44,223,262
Less current maturities                                                                          8,203,697
                                                                                          ----------------

                                                                                          $     36,019,565
                                                                                          ----------------
                                                                                          ----------------
</TABLE>

The Company uses interest 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. The fair value of the swap agreement 
noted in (2) below was not recognized in the consolidated financial 
statements since it is accounted for as hedge. The criteria required to be 
met for hedge accounting is that a) the item to be hedged exposes the Company 
to interest rate risk and b) the interest rate swap reduces that exposure and 
is designated a hedge. The fair value and the related change in fair value of 
the agreement noted in (1) below is not significant to the financial 
statements. A summary of the interest rate swaps is as follows:

(1) The Company has entered into an interest rate swap agreement with a bank 
calling for the Company to exchange, as of May 1 and November 1 through 2004, 
interest payment streams calculated on a principal balance starting at 
$4,000,000 and reducing starting in November 1999. The Company's interest is 
calculated based upon a floating rate of 1.06% above the six-month LIBOR 
rate. The bank's rate is 8.905%.

                                       7
<PAGE>

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
                                   (Unaudited)

(2) The Company has entered into an interest rate swap agreement accounted 
for as a hedge with a bank. The agreement calls for the Company to exchange, 
as of January 1, April 1, July 1, and October 1, through 2002, interest 
payment streams calculated on a notional balance equal to the principal 
balance of the bank note payable. The Company's rate is fixed at 8.46%.

The long-term debt contains various restrictive covenants related to 
fixed-charge coverage, interest expense coverage, net worth and debt 
limitation. All covenants have been met as of March 31, 1999.

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>
                                                  Six Months Ended March 31,           Three Months Ended March 31,
                                               --------------------------------     ----------------------------------
                                                     1999             1998                1999                1998
                                               ---------------   --------------     ----------------    --------------
<S>                                            <C>               <C>                <C>                 <C>
Net income                                     $     2,216,127   $    2,103,883     $      1,264,502    $      982,448
                                               ---------------   --------------     ----------------    --------------
                                               ---------------   --------------     ----------------    --------------
Determination of shares:
   Weighted average number of
      common shares outstanding                      4,900,027        4,949,714            4,882,625         4,949,714
   Shares issuable on exercise
      of stock options, net of shares
      assumed to be purchased out of 
      proceeds                                          14,152           42,002               15,162            37,690
                                               ---------------   --------------     ----------------    --------------
   Average common shares outstanding
      for diluted computation                        4,914,179        4,991,716            4,897,787         4,987,404
                                               ---------------   --------------     ----------------    --------------
                                               ---------------   --------------     ----------------    --------------

Earnings per common share
Basic                                          $          0.45   $         0.43     $           0.26    $         0.20
                                               ---------------   --------------     ----------------    --------------
                                               ---------------   --------------     ----------------    --------------
Diluted                                        $          0.45   $         0.42     $           0.26    $         0.20
                                               ---------------   --------------     ----------------    --------------
                                               ---------------   --------------     ----------------    --------------
</TABLE>

The Company's Virgin Islands subsidiary has a five year tax exemption, 
expiring January 31, 2002, on 90% of the subsidiary's income as determined 
under United States Federal income tax laws. The impact of this benefit on 
the Company's earnings per share was $0.10 and $0.05 for the six and three 
months ended March 31, 1999 and $0.13 and $0.05 for the six and three months 
ended March 31, 1998.



                                       8
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
        RESULTS OF OPERATIONS

         The Company produces and supplies brandy, rum, wine and spirits to 
beverage alcohol manufacturers; bottles beverage alcohol and other beverages 
on a contract basis; produces a line of value-priced spirits; produces, 
imports and markets premium branded spirits; and produces vinegar, cooking 
wine and other alcohol-related products.

         BULK ALCOHOL PRODUCTS. The Company distills citrus brandy, citrus 
and cane spirits and rum, produces fortified citrus wine, and sells these 
products to over 40 producers of beverage alcohol in the United States and 
internationally. The Company also purchases grain alcohol from several 
suppliers located in the Midwest and resells it, primarily to export 
customers. Citrus brandy and spirits are distilled from citrus juice 
byproducts purchased from manufacturers of citrus juice concentrate. The 
Company's citrus brandy is used primarily as an ingredient in flavored 
brandies. Citrus spirits are used primarily as a fortifying ingredient to 
increase the alcohol content of the Company's citrus wine and the wine of 
other manufacturers. The Company's citrus wine is fermented from citrus juice 
and fortified with citrus spirits to increase its alcohol content to 
approximately 20% by volume. Known as fortified citrus wine, this product is 
used primarily as an ingredient in cordials, whiskies and other beverage 
alcohol. Rum and cane spirits are distilled from sugar cane molasses and are 
sold to other bottlers of rum, producers of beverage alcohol, food companies 
and flavor manufacturers. Rum is also used in the Company's premium branded 
spirits and value-priced spirits line.

         VALUE-PRICED SPIRITS. The Company produces, bottles and sells a 
complete line of spirits under its own proprietary labels and under the 
private labels of major retailers of liquor located in the Southeast. These 
products currently include rum, gin, vodka, tequila, cordials and various 
whiskies. The Company also produces and sells distilled spirits in the U.S. 
Virgin Islands. The Company distills and ages its own rum, but generally 
produces its other spirits from alcohol purchased from third parties. 
Depending on the particular formula for a product, the Company adds flavoring 
and/or sugar, reduces the product's proof and then filters and bottles the 
finished product.

         PREMIUM BRANDED SPIRITS. In 1996, the Company began to develop, 
import and market premium branded spirits nationally. Since 1996, the Company 
has established and strengthened relationships with wholesalers, expanded its 
distribution network, developed new products, obtained new agency agreements 
and acquired additional management and marketing expertise. The Company's 
premium branded spirits include Cruzan Estate Rums, Cruzan Flavored Rums, 
Cruzan Rums, Porfidio Tequila and Plymouth Gin. Management's strategy has 
been to focus on marketing and building premium brands with an initial 
emphasis on the rum and tequila categories.

         CONTRACT BOTTLING. The Company bottles coolers, prepared cocktails 
and other beverage alcohol on a contract basis. The Company also bottles 
other beverages on a contract basis including fruit juices, carbonated and 
non-carbonated fruit flavored beverages, flavored sparkling water and 
ready-to-drink brewed iced teas.

         VINEGAR AND COOKING WINE. To complement its distilling, winery and 
bottling operations, the Company produces vinegar and cooking wine for sale 
to condiment manufacturers, food service distributors and major retailers. 
The Company's sales to retailers are sold under its own proprietary labels 
and under the private labels of major retailers in the Southeast.

         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 value-priced 
spirits, contract bottling, vinegar and cooking wine operations. Within its 
contract 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 

                                       9
<PAGE>

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 will 
cause gross margins to fluctuate. Certain aspects of the Company's business 
are also 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.

RECENT ACCOUNTING PRONOUNCEMENTS

         In June 1997, the Financial Accounting Standards Board (FASB) issued 
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 quarterly and to report 
entity-wide disclosures about products and services, major customers, and the 
material countries in which the entity holds assets and reports revenue. 
Management has not yet evaluated the effects of these changes on its 
reporting of segment information. The Company will adopt SFAS No. 131 in its 
fiscal year ended September 30, 1999.

         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. 
SFAS No. 133 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. Management has not yet evaluated the effects 
of this change on its financial position. The Company will adopt SFAS No. 133 
as required during its fiscal year ended September 30, 1999.

YEAR 2000 ISSUES

         Until recently, computer programs generally were written using two 
digits rather than four to define the applicable year. Accordingly, programs 
may recognize a date using "00" as the year 1900 instead of as the year 2000. 
This problem may affect the Company's information technology systems (IT 
systems), such as financial, order entry, inventory control and forecasting 
systems, and non-IT systems that contain computer chips, such as production 
equipment and security systems. It may also affect the technology systems of 
third party vendors and customers, and of governmental entities upon which 
the Company's business ordinarily relies.

         The Company is addressing the Year 2000 issues in three phases: 
assessment, design of appropriate remediation, and implementation. For its IT 
systems, the Company has substantially completed the assessment and 
remediation design phases and is in the implementation phase, which consists 
of replacing or repairing non-compliant systems, testing the new systems and 
training employees to use them. The Company expects to complete the 
implementation phase by September 1999. The Company has recently completed 
the assessment and testing of its non-IT systems and has determined that its 
non-IT systems are Year 2000 compliant. In addition, the Company is assessing 
the Year 2000 preparedness of important customers and suppliers and is 
monitoring their remediation efforts.

                                       10
<PAGE>

         The total cost of Year 2000 issues is currently estimated at 
approximately $900,000, including internal costs of approximately $260,000. 
Of the total estimated cost, approximately $750,000 will be attributable to 
new systems and thus capitalized. The remaining $150,000 will be expensed as 
incurred. All costs are expected to be funded through operating cash flows. 
Through March 31, 1999, the Company has incurred approximately $390,000, of 
which $360,000 has been capitalized and $30,000 has been expensed.

         The Company expects to manage the Year 2000 issues in a timely 
manner and, based on its efforts to date, believes that substantial 
disruptions in business operations due to Year 2000 non-compliance of systems 
are unlikely. However, it is not possible to anticipate all possible future 
outcomes, especially since third parties are involved. Thus, there could be 
circumstances in which the Company would be unable to process customer 
orders, produce or ship products, invoice customers, collect payments, 
receive customary governmental approvals or authorizations as they relate to 
the Company's business, or perform other normal business activities. To 
address these risks, the Company has begun and intends to continue developing 
contingency plans designed to mitigate potential disruptions in operations, 
including stockpiling raw materials and finished goods, identifying 
alternative sources of supplies, creating back-up order processing and 
invoicing procedures, and other appropriate measures. The Company expects to 
complete development and testing of these contingency plans by September 1999.

         The costs, expected completion dates and risks described above 
represent management's best estimates. However, there can be no guarantee 
that these estimates will prove to be accurate. Actual results could differ 
significantly. If the Company does not successfully complete anticipated 
replacements and other remediation to IT systems, if unanticipated 
disruptions in non-IT systems occur, or if significant vendors or customers 
do not successfully achieve Year 2000 compliance on a timely basis, 
operations or financial results could be adversely affected in the future.

FORWARD-LOOKING STATEMENTS

         Management's Discussion and Analysis of Financial Condition and 
Results of Operations may contain, among other things, information regarding 
revenue growth, expenditure levels and plans for development. These 
statements could be considered forward-looking statements that 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 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 fluctuation of those orders; and product shipment 
interruptions. See "Risk Factors" in previous filings with the Securities and 
Exchange Commission.

         Certain amounts presented in this Item 2 have generally been rounded 
to the nearest thousand and hundred thousand, as applicable, but the 
percentages calculated are based on actual amounts without rounding.




                                       11
<PAGE>

RESULTS OF OPERATIONS

         The following tables set forth statement of operations items as a 
percentage of net sales and information on net sales of certain Company 
products.

<TABLE>
<CAPTION>
                                           SIX MONTHS ENDED MARCH 31,             THREE MONTHS ENDED MARCH 31,
                                        --------------------------------        -------------------------------
                                            1999                1998                1999               1998
                                        ------------        ------------        ------------        -----------
<S>                                     <C>                 <C>                 <C>                 <C>
        Net sales                              100.0%              100.0%              100.0%             100.0%
        Cost of goods sold                      67.8                70.8                67.9               70.5
                                        ------------        ------------        ------------        -----------
        Gross margin                            32.2                29.2                32.1               29.5
        Selling, general and
          administrative expenses               20.7                19.5                19.7               18.4
                                        ------------        ------------        ------------        -----------
        Operating income                        11.5                 9.7                12.4               11.1
        Interest  expense                       (5.2)               (5.6)               (4.9)              (5.5)
        Other income (expense), net              1.9                 2.8                 1.8                1.7
                                        ------------        ------------        ------------        -----------
        Income before income taxes               8.2                 6.9                 9.3                7.3
        Income tax expense                      (2.0)               (1.0)               (2.7)              (1.7)
                                        ------------        ------------        ------------        -----------
        Net income                               6.2%                5.9%                6.6%               5.6%
                                        ------------        ------------        ------------        -----------
                                        ------------        ------------        ------------        -----------
</TABLE>

<TABLE>
<CAPTION>
                                           SIX MONTHS ENDED                              THREE MONTHS ENDED
                                               MARCH 31,                                      MARCH 31,
                              ----------------------------------------       -----------------------------------------
                                 1999           1998        % CHANGE             1999           1998         % CHANGE
                              -----------    -----------   -----------       -----------    ------------    ----------
                                    (in thousands)                                 (in thousands)
<S>                           <C>            <C>           <C>               <C>            <C>             <C>
Bulk alcohol products         $    13,091    $    13,979          (6.4)      $     6,838    $      6,769           1.0
Premium branded spirits             5,221          4,340          20.3             2,860           2,212          29.3
Value-priced spirits                5,656          5,593           1.1             2,668           2,804          (4.9)
Contract bottling                   3,135          3,545         (11.6)            2,035           2,187          (6.9)
Vinegar and cooking wine            4,988          5,043          (1.1)            2,474           2,458           0.6
Other                               3,481          2,920          19.2             2,156           1,249          72.6
                              -----------    -----------   -----------       -----------    ------------    ----------
                              $    35,572    $    35,420           0.4       $    19,031    $     17,679           7.6
                              -----------    -----------   -----------       -----------    ------------    ----------
                              -----------    -----------   -----------       -----------    ------------    ----------
</TABLE>


                                       12
<PAGE>

                        RESULTS OF OPERATIONS (CONTINUED)

The following table provides unit sales volume data for certain Company 
products.

<TABLE>
<CAPTION>
                                                     SIX MONTHS ENDED                            THREE MONTHS ENDED
                                                         MARCH 31,                                     MARCH 31,
                                       -------------------------------------------     ---------------------------------------
                                           1999           1998          % CHANGE          1999          1998        % CHANGE
                                       ------------   ------------    ------------     ----------    ----------    -----------
                                             (in thousands)                                 (in thousands)
<S>                                    <C>            <C>             <C>              <C>           <C>           <C>
Bulk alcohol products:
  Distilled products, in proof 
   gallons
    Citrus Brandy                             724            845          (14.3)            418           442           (5.5)
    Citrus Spirits                            635            458           38.7             408           286           42.5
    Rum                                     2,150          2,219           (3.2)          1,101         1,174           (6.3)
    Cane Spirits                              267            295           (9.6)            129           178          (27.5)
    Grain alcohol                             297          1,275          (76.7)             78           198          (60.8)
  Fortified citrus wine, in
   gallons                                  3,417          3,208            6.5           1,682         1,686           (0.2)
Premium branded spirits, in cases             109             94           16.0              58            47           23.7
Value-priced spirits, in cases                460            482           (4.5)            224           261          (13.8)
Contract bottling, in cases                 1,394          1,498           (7.0)            925           870            6.3
Vinegar
   Bulk, in 100 grain gallons               2,176          2,060            5.7           1,082           929           16.6
   Cases                                      248            249           (0.5)            135           121           11.5
   Drums, in 100 grain gallons                332            352           (5.7)            171           187           (8.5)
Cooking Wine
   Bulk, in gallons                            43             38           13.3              15            18          (13.3)
   Cases                                      112            133          (15.5)             48            60          (19.4)
</TABLE>

     SIX MONTHS ENDED MARCH 31, 1999 COMPARED TO SIX MONTHS ENDED MARCH 31, 
1998. Unless otherwise noted, references to 1999 represent the six month 
period ending March 31, 1999 and references to 1998 represent the six month 
period ending March 31, 1998.

     NET SALES. Net sales were $35.6 million in 1999, an increase of 0.4% 
from net sales of $35.4 million in 1998.

     Net sales of bulk alcohol products were $13.1 million in 1999, a 
decrease of 6.4% from net sales of $14.0 million in 1998. Unit sales of 
citrus brandy decreased 14.3% in 1999. Unit sales of citrus brandy have 
declined as a result of a decline in demand for brandy products which 
management believes is due to changing demographics. Management expects this 
trend to continue in the future. Unit sales of citrus spirits increased 38.7% 
in 1999, due to increased business with new and existing customers. Unit 
sales of rum decreased 3.2% in 1999 primarily due to higher sales in 1998 
prior to a price increase. Unit sales of cane spirits decreased 9.6% in 1999, 
due to the timing of customer orders. Unit sales of grain alcohol decreased 
76.7% in 1999. Export sales of grain alcohol to Eastern Europe and Russia 
have decreased due to the economic crisis in that region. Management cannot 
predict whether or when sales of grain alcohol will return to historical 
levels. Unit sales of fortified citrus wine increased 6.5% in 1999, due to 
the timing of customer orders.

     Net sales of premium branded spirits were $5.2 million in 1999, an 
increase of 20.3% from net sales of $4.3 million in 1998. Sales increases 
reflect the continued expansion of the Company's distribution network and the 
success of its Cruzan flavored rums.

                                       13
<PAGE>

                      RESULTS OF OPERATIONS (CONTINUED)

     Net sales of value-priced spirits were $5.7 million in 1999, an increase 
of 1.1% from net sales of $5.6 million in 1998. Value-priced spirits volume 
decreased 4.5%. Management expects the Company's private label business to 
increase as its private label customers expand by adding new locations and 
through acquisitions.

     Net sales of contract bottling services were $3.1 million in 1999, a 
decrease of 11.6% from net sales of $3.5 million in 1998. The Company's 
contract bottling volume decreased 7.0% in 1999. The decrease in volume is 
due to both the timing of customer orders and the loss of bottling customers 
due to price competition. For the Company's fiscal year ended September 30, 
1998, the amount of bottling business with these lost customers amounted to 
9.5% of total contract bottling volume.

     Net sales of vinegar and cooking wine were $5.0 million in 1999, a 
decrease of 1.1% from net sales of $5.0 million in 1998. The Company's two 
vinegar plants are operating at maximum capacity. The Company intends to 
expand its vinegar production capacity by building or acquiring additional 
facilities.

     GROSS PROFIT. Gross profit was $11.5 million in 1999, an increase of 
10.8% from gross profit of $10.3 million in 1998. Gross margin increased to 
32.2% in 1999 from 29.2% in 1998. The improvement in gross margin is 
primarily attributable to reduced raw material cost in the Company's domestic 
distilling operations, reduced manufacturing overhead and a favorable change 
in product mix.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and 
administrative expenses were $7.3 million in 1999, an increase of 6.3% from 
$6.9 million in 1998. Selling, general and administrative expenses were 20.7% 
of net sales in 1999 and 19.5% in 1998. The increase in selling, general and 
administrative expenses in 1999, is primarily attributable to increased 
marketing expenses and new employees related to the Company's efforts in 
increasing its distribution network for its premium branded spirits.

     INTEREST INCOME. The Company earns interest on its cash investments and 
notes receivable. The decrease in interest income in 1999 is due to lower 
average amounts of notes receivable outstanding compared to 1998.

     INTEREST EXPENSE. Interest expense was $1.9 million in 1999 and $2.0 
million in 1998. The decrease in interest expense was due to lower levels of 
debt outstanding and lower interest rates during 1999 compared to 1998.

     OTHER, NET. Included in other income is rental income from the Bahamian 
subsidiary. The Company had a non-recurring gain of $.4 million in 1998.

     INCOME TAX EXPENSE. The Company's effective income tax rate was 24.0% in 
1999 and 14.1% in 1998. The low tax rate is attributable to the Virgin 
Islands subsidiary which has a 90% exemption from U.S. federal income taxes. 
Also, in 1998 the Company amended its 1993, 1994 and 1995 federal income tax 
returns which resulted in loss carryforwards available in 1998 and a refund 
of income tax previously paid.

     THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 
31, 1998. Unless otherwise noted, references to 1999 represent the three 
month period ending March 31, 1999 and references to 1998 represent the three 
month period ending March 31, 1998.

     NET SALES. Net sales were $19.0 million in 1999, an increase of 7.6% 
from net sales of $17.7 million in 1998.

                                       14
<PAGE>

                        RESULTS OF OPERATIONS (CONTINUED)

     Net sales of bulk alcohol products were $6.8 million in 1999, an 
increase of 1.0% from net sales of $6.8 million in 1998. Unit sales of citrus 
brandy decreased 5.5% in 1999. Unit sales of citrus brandy have declined as a 
result of a decline in demand for brandy products which management believes 
is due to changing demographics. Management expects this trend to continue in 
the future. Unit sales of citrus spirits increased 42.5% in 1999, due to 
increased business with new and existing customers. Unit sales of rum 
decreased 6.3% in 1999 primarily due to higher sales in 1998 prior to a price 
increase. Unit sales of cane spirits decreased 27.5% in 1999, due to the 
timing of customer orders. Unit sales of grain alcohol decreased 60.8% in 
1999. Export sales of grain alcohol to Eastern Europe and Russia have 
decreased due to the economic crisis in that region. Management cannot 
predict whether or when sales of grain alcohol will return to historical 
levels. Unit sales of fortified citrus wine decreased 0.2% in 1999, due to 
the timing of customer orders.

     Net sales of premium branded spirits were $2.9 million in 1999, an 
increase of 29.3% from net sales of $2.2 million in 1998. Sales increases 
reflect the continued expansion of the Company's distribution network and the 
success of its Cruzan flavored rums.

     Net sales of value-priced spirits were $2.7 million in 1999, a decrease 
of 4.9% from net sales of $2.8 million in 1998. Value-priced spirits volume 
decreased 13.8%. Management expects the Company's private label business to 
increase as its private label customers expand by adding new locations and 
through acquisitions.

     Net sales of contract bottling services were $2.0 million in 1999, a 
decrease of 6.9% from net sales of $2.2 million in 1998. The Company's 
contract bottling volume increased 6.3% in 1999. The increase in volume is 
due to the timing of customer orders. Although contract bottling volume 
increased in 1999, sales decreased due to a reduction of Type A customer 
volume in 1999.

     Net sales of vinegar and cooking wine were $2.5 million in 1999, an 
increase of 0.6% from net sales of $2.5 million in 1998. The Company's two 
vinegar plants are operating at maximum capacity. The Company intends to 
expand its vinegar production capacity by building or acquiring additional 
facilities.

     GROSS PROFIT. Gross profit was $6.1 million in 1999, an increase of 
17.0% from gross profit of $5.2 million in 1998. Gross margin increased to 
32.1% in 1999 from 29.5% in 1998. The improvement in gross margin is 
primarily attributable to reduced raw material cost in the Company's domestic 
distilling operations, reduced manufacturing overhead and a favorable change 
in product mix.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and 
administrative expenses were $3.8 million in 1999, an increase of 15.5% from 
$3.3 million in 1998. Selling, general and administrative expenses were 19.7% 
of net sales in 1999 and 18.4% in 1998. The increase in selling, general and 
administrative expenses in 1999, is primarily attributable to increased 
marketing expenses and new employees related to the Company's efforts in 
increasing its distribution network for its premium branded spirits.

     INTEREST INCOME. The Company earns interest on its cash investments and 
notes receivable. The increase in interest income in 1999 is due to higher 
average amounts of notes receivable outstanding compared to 1998.

     INTEREST EXPENSE. Interest expense was $.9 million in 1999 and $1.0 
million in 1998. The decrease in interest expense was due to lower levels of 
debt outstanding and lower interest rates during 1999 compared to 1998.

     OTHER, NET. Included in other income is rental income from the Bahamian 
subsidiary.

     INCOME TAX EXPENSE. The Company's effective income tax rate was 28.5% in 
1999 and 23.6% in 1998. The low tax rate is attributable to the Virgin 
Islands subsidiary which has a 90% exemption from U.S. federal income taxes.

                                       15
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     GENERAL

     The Company's principal use of cash in its operating activities is for 
purchasing raw materials to be used in its manufacturing operations, 
purchasing imported products for its premium branded spirits business and 
carrying inventories and the subsequent receivables. The Company's source of 
liquidity has historically been cash flow from operations and its line of 
credit. Some of the Company's manufacturing operations are seasonal and the 
Company's balance on its line of credit varies 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 by-product 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 
operations. Demand for contract bottling services is highest during the 
months from April through October. Management believes that cash provided by 
its operating and 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 1999 was $2.9 million, 
which resulted from $4.1 million in net income adjusted for noncash items, 
less $1.2 million representing the net change in operating assets and 
operating liabilities during 1999. The net change in operating assets and 
operating liabilities resulted from normal payments of accrued expenses that 
existed as of September 30, 1998.

     INVESTING AND FINANCING ACTIVITIES

     Net cash used in investing activities in 1999 was $.8 million, which 
resulted primarily from $1.0 million of capital expenditures. Payments 
received on notes receivable of $.7 million were offset by new notes issued 
of $.6 million.

     Net cash used in financing activities in 1999 was $.9 million, which 
resulted primarily from the repurchase of the Company's common stock. 
Principal payments on long-term debt of $1.5 million, were offset by a $1.2 
million increase in the Company's line of credit. On September 22, 1998, the 
Company's board of directors authorized the repurchase of up to 100,000 
shares of the Company's common stock, either in open market or private 
transactions. As of May 7, 1999, the Company has repurchased 99,200 shares 
for $737,780, or at an average cost of $7.44 per share.

     At September 30, 1998, the Company had an unsecured bank line of credit 
of $15 million, which expires November 1, 2001. The first $4 million of 
borrowings bear interest at 1.5% above the one-month LIBOR rate, borrowings 
in excess of $4 million bear interest at the prime rate. The borrowings under 
this line were $7.6 million at March 31, 1999. Borrowings in excess of $10 
million are subject to a borrowing base related to inventories and 
receivables. The agreement requires the Company to maintain a tangible net 
worth, as defined, a maximum leverage ratio and minimum fixed charge, 
interest coverage and current ratios. In addition, the agreement prohibits 
the payment of cash dividends. The Company was in compliance with these 
covenants at March 31, 1999.

     The Company expects to secure new financing for the $6.8 million payment 
due on October 30, 1999 under the senior notes (see Note 3).

     The Company's total debt was $44.2 million as of March 31, 1999, and its 
ratio of debt to equity was 1.04 to 1.

                                       16
<PAGE>

                   LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

     With respect to the Bahamian and Virgin Islands subsidiaries, no 
provision has been made for income taxes which would result from the 
remittance of such undistributed earnings as the Company intends to reinvest 
these earnings indefinitely. The Company's share of the undistributed 
earnings of the Bahamian and Virgin Islands subsidiaries was approximately 
$7.5 million and $12 million, respectively, as of September 30, 1998. See 
Note 9 to the Company's consolidated financial statements included in the 
Company's Annual Report on Form 10-K for the year ended September 30, 1998, 
for additional information on income taxes related to these subsidiaries.

     Based on current plans and business conditions, management expects that 
its cash and cash equivalents, 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.

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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     There have been no material changes in the Company's market risk 
exposure from that reported in the Company's Annual Report on Form 10-K for 
the year ended September 30, 1998.



PART II.  OTHER INFORMATION

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

     The annual meeting of stockholders of the Company was held on March 16, 
1999, in West Palm Beach, Florida, for the purpose of electing two Class I 
directors to hold office for a term of three years.

     Proxies for the meeting were solicited pursuant to Section 14(a) of the 
Securities Exchange Act of 1934 and there was no solicitation in opposition 
to management's solicitations.

     ELECTION OF DIRECTORS

              All of management's nominees for directors as listed in the
         proxy statement were elected. The results of the election were as
         follows:

<TABLE>
<CAPTION>
                                                                                               ABSTENTIONS AND
         NAME                                FOR                       WITHHELD                BROKER NON-VOTES
         ----                                ---                       --------                ----------------
<S>                                          <C>                       <C>                     <C>
         W. Gregory Robertson                4,194,089                   2,000                         0
         Thomas A. Valdes                    4,193,589                   2,500                         0
</TABLE>

                                       17
<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  EXHIBIT INDEX

<TABLE>
<S>         <C>
      3.1   Amended and Restated Certificate of Incorporation of Todhunter International, Inc. (1)
      3.2   Amended and Restated By-Laws of Todhunter International, Inc. (9)
      4.1   Form of Todhunter International, Inc. Common Stock Certificate (1)
     10.2   Bulk Malt Purchase Agreement, dated as of September 25, 1991, between Todhunter 
            International, Inc. and Joseph E. Seagram & Sons, Inc. (1)
     10.3   Cooler Production Agreement dated as of October 15, 1987, between Todhunter 
            International, Inc. and Joseph E. Seagram & Sons, Inc., as amended May 1, 1990 and 
            August 27, 1991 (1)
     10.5   Letter Agreement, dated January 1, 1998, between Todhunter International, Inc. and 
            A. Kenneth Pincourt, Jr. (11)
     10.6   Todhunter International, Inc. 1992 Stock Option Plan, as amended (10)
     10.7   Todhunter International, Inc. Defined Contribution Pension Plan (1)
     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. (12)
    10.10   Loan Agreement dated as of January 31, 1994, between Virgin Islands Rum Industries, 
            Ltd. and First Union National Bank of Florida (3)
 10.10(a)   Modification of Loan Agreement dated as of January 5, 1996, amending Loan Agreement 
            dated January 31, 1994 (5) 
    10.12   Guaranteed Subordinated Note Agreement dated as of August 4, 1994, among Todhunter 
            International, Inc., Blair Importers, Ltd., Charmer Industries, Inc. and certain 
            shareholders thereof (2)
    10.13   Note Purchase Agreement dated as of October 30, 1994, among Todhunter International, 
            Inc., Blair Importers, Ltd. and certain purchasers (3)
 10.13(a)   First Amendment Agreement and Waiver dated as of February 1, 1996, amending Note 
            Purchase Agreement dated as of October 30, 1994 (6)
    10.14   Loan Agreement dated as of November 22, 1994, among Todhunter International, Inc., 
            Blair Importers, Ltd. and First Union National Bank of Florida (3)
 10.14(a)   Modification of Loan Agreement dated as of February 26, 1996, amending Loan Agreement 
            dated as of November 22, 1994 (6)
 10.14(b)   Modification of Loan Agreement dated as of August 19, 1996, amending Loan Agreement 
            dated as of November 22, 1994, as amended (7)
 10.14(c)   Third Modification of Loan Agreement dated as of December 18, 1996, amending Loan 
            Agreement dated as of November 22, 1994, as amended (8)
 10.14(d)   Fourth modification of Loan Agreement dated as of September 17, 1998, amending Loan 
            Agreement dated as of November 22, 1994 (12)
    10.15   Renewal Revolving Credit Note dated as of September 17, 1998 (12)
    10.17   Letter Agreement dated as of January 1, 1998, between Todhunter International, Inc. 
            and Jay S. Maltby (11)
     11.1   Statement of Computation of Per Share Earnings (13)
     21.1   Subsidiaries of Todhunter International, Inc. (4)
     23.1   Consent of McGladrey & Pullen, LLP (12)
     27.1   Financial Data Schedule (14)
</TABLE>

(1)   Incorporated herein by reference to the Company's Registration Statement 
      on Form S-1 (File No. 33-50848).

                                       18
<PAGE>

(2)   Incorporated herein by reference to the Company's Current Report on 
      Form 8-K for August 5, 1994, as amended.

(3)   Incorporated herein by reference to the Company's Annual Report on Form 
      10-K for the year ended September 30, 1994.

(4)   Incorporated herein by reference to the Company's Annual Report on Form 
      10-K for the year ended September 30, 1995.

(5)   Incorporated herein by reference to the Company's Quarterly Report on 
      Form 10-Q for the quarter ended December 31, 1995.

(6)   Incorporated herein by reference to the Company's Quarterly Report on 
      Form 10-Q for the quarter ended March 31, 1996.

(7)   Incorporated herein by reference to the Company's Annual Report on Form 
      10-K for the year ended September 30, 1996.

(8)   Incorporated herein by reference to the Company's Quarterly Report on 
      Form 10-Q for the quarter ended December 31, 1996.

(9)   Incorporated herein by reference to the Company's Quarterly Report on 
      Form 10-Q for the quarter ended March 31, 1997.

(10)  Incorporated herein by reference to the Company's Annual Report on Form 
      10-K for the year ended September 30, 1997.

(11)  Incorporated herein by reference to the Company's Quarterly Report on 
      Form 10-Q for the quarter ended March 31 1998.

(12)  Incorporated herein by reference to the Company's Annual Report on Form 
      10-K for the year ended September 30, 1998.

(13)  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 March 31, 
      1999.

(14)  Filed herewith.

     (b)  REPORTS ON FORM 8-K

      No reports on Form 8-K have been filed during the quarter ended March 
31, 1999.

                                       19
<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: May 12, 1999                      /s/ A. Kenneth Pincourt, Jr.
                                        -------------------------------------
                                        A. Kenneth Pincourt, Jr.
                                        Chairman
                                        and Chief Executive Officer


Date: May 12, 1999                      /s/ Troy Edwards
                                        ----------------------------------------
                                        Troy Edwards
                                        Chief Financial Officer,
                                        Treasurer and Controller





                                       20