<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended DECEMBER 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 30 days.

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

The number of shares outstanding of registrant's Common Stock, $.01 par value
per share, as of February 11, 2000 was 5,513,734.


<PAGE>

                          TODHUNTER INTERNATIONAL, INC.

                                     INDEX

<TABLE>
<CAPTION>
                                                                                              PAGE NO.
<C>       <S>                                                                                 <C>
PART I    FINANCIAL INFORMATION

          Item 1    Financial Statements

                    Consolidated Balance Sheets -
                    December 31, 1999 and September 30, 1999                                       1

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

                    Consolidated Statements of Cash Flows -
                    Three Months Ended December 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                                                     12

          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                           *

          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>
                                                                   December 31,               September 30,
                                                                       1999                       1999
                                                               -------------------         -----------------
                                                                   (Unaudited)                      *
<S>                                                            <C>                         <C>
                        ASSETS

CURRENT ASSETS
    Cash and cash equivalents                                        $  6,748,670              $  5,265,318
    Short-term investments                                              2,547,365                 2,547,365
    Trade receivables                                                  13,906,926                12,161,401
    Other receivables                                                   1,300,101                 2,316,398
    Inventories                                                        23,029,953                23,011,883
    Notes receivable, current maturities                                1,444,593                 1,439,796
    Deferred income taxes                                               1,000,750                   929,000
    Other current assets                                                1,627,471                 1,899,672
                                                                     ------------              ------------
        Total current assets                                           51,605,829                49,570,833
                                                                     ------------              ------------

LONG-TERM NOTES  RECEIVABLE
    Less current maturities                                             5,443,452                 5,525,780
                                                                     ------------              ------------

PROPERTY AND EQUIPMENT                                                 77,351,484                75,821,301
    Less accumulated depreciation                                      37,042,372                36,047,273
                                                                     ------------              ------------
                                                                       40,309,112                39,774,028
                                                                     ------------              ------------

GOODWILL, less accumulated amortization                                22,909,013                   356,678
                                                                     ------------              ------------
OTHER ASSETS                                                            2,667,941                 1,939,927
                                                                     ------------              ------------
                                                                     $122,935,347              $ 97,167,246
                                                                     ------------              ------------
                                                                     ------------              ------------
</TABLE>

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


                                       1

<PAGE>

                          TODHUNTER INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS

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

CURRENT LIABILITIES
    Current maturities of long-term debt                                       $  8,000,000        $  6,000,000
    Accounts payable                                                              4,852,716           4,417,313
    Accrued interest expense                                                        359,166           1,261,542
    Other accrued expenses                                                        1,932,441           1,646,462
                                                                               ------------        ------------
        Total current liabilities                                                15,144,323          13,325,317

LONG-TERM DEBT, less current maturities                                          51,007,297          28,000,000

DEFERRED INCOME TAXES                                                             4,268,750           4,345,000

OTHER LIABILITIES                                                                 1,199,786             303,835
                                                                               ------------        ------------
                                                                                 71,620,156          45,974,152
                                                                               ------------        ------------

STOCKHOLDERS' EQUITY
    Preferred stock, par value $.01 per share; authorized
        2,500,000 shares, no shares issued                                                -                   -
    Common stock, par value $.01 per share; authorized
        10,000,000 shares; issued 5,612,934 December 31, 1999
        and September 30, 1999                                                       56,129              56,129
    Additional paid-in capital                                                   18,326,014          18,326,014
    Retained earnings                                                            33,670,828          33,548,731
                                                                               ------------        ------------
                                                                                 52,052,971          51,930,874
    Less cost of 99,200 shares of treasury stock                                   (737,780)           (737,780)
                                                                               ------------        ------------
                                                                                 51,315,191          51,193,094
                                                                               ------------        ------------
                                                                               $122,935,347        $ 97,167,246
                                                                               ------------        ------------
                                                                               ------------        ------------
</TABLE>

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


                                       2

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                Three Months Ended December 31,
                                                                                -------------------------------
                                                                                   1999                1998
                                                                               ------------        ------------
<S>                                                                            <C>                 <C>
Sales                                                                          $ 29,587,358        $ 26,263,817
    Less excise taxes                                                             9,125,535           9,722,895
                                                                               ------------        ------------
    Net Sales                                                                    20,461,823          16,540,922

Cost of goods sold                                                               13,954,744          11,184,277
                                                                               ------------        ------------
    Gross profit                                                                  6,507,079           5,356,645

Selling, general and administrative expenses                                      4,166,028           3,591,590
                                                                               ------------        ------------
    Operating income                                                              2,341,051           1,765,055
                                                                               ------------        ------------


Other income (expense):
    Interest income                                                                 270,773             156,686
    Interest expense                                                             (1,037,205)           (923,832)
    Equity in income (losses) of equity investee                                     29,487             (15,348)
    Other, net                                                                      110,835             162,742
                                                                               ------------        ------------
                                                                                   (626,110)           (619,752)
                                                                               ------------        ------------

Income before income taxes and extraordinary item                                 1,714,941           1,145,303
                                                                               ------------        ------------

Income tax expense (benefit):

    Current                                                                         572,054             277,428
    Deferred                                                                       (148,000)            (83,750)
                                                                               ------------        ------------
                                                                                    424,054             193,678
                                                                               ------------        ------------

    Income before extraordinary item                                              1,290,887             951,625

    Extraordinary item - early extinguishment of debt,
    net of income taxes of $382,075                                              (1,168,790)                  -
                                                                               ------------        ------------

    Net income                                                                 $    122,097        $    951,625
                                                                               ------------        ------------
                                                                               ------------        ------------

Earnings per common share - basic:
    Income before extraordinary item                                           $       0.23        $       0.19
    Extraordinary item                                                                (0.21)                  -
                                                                               ------------        ------------
    Net Income                                                                 $       0.02        $       0.19
                                                                               ------------        ------------
                                                                               ------------        ------------

Earnings per common share - diluted:
    Income before extraordinary item                                           $       0.23        $       0.19
    Extraordinary item                                                                (0.21)                  -
                                                                               ------------        ------------
    Net Income                                                                 $       0.02        $       0.19
                                                                               ------------        ------------
                                                                               ------------        ------------

Common shares and equivalents outstanding:
    Basic                                                                         5,513,734           4,917,051
                                                                               ------------        ------------
                                                                               ------------        ------------
    Diluted                                                                       5,576,703           4,930,201
                                                                               ------------        ------------
                                                                               ------------        ------------
</TABLE>

See Notes to Consolidated Financial Statements.


                                       3

<PAGE>

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

<TABLE>
<CAPTION>
                                                                               Three Months Ended December 31,
                                                                             ----------------------------------
                                                                                  1999                1998
                                                                             ---------------     --------------
<S>                                                                          <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net Income                                                                 $    122,097        $    951,625
    Adjustments to reconcile net income to net cash provided by operating
           activities:
         Depreciation                                                             1,093,726           1,078,228
         Amortization                                                               152,211              23,527
         (Gain) on sale of property and equipment                                   (38,506)            (28,285)
         Equity in (income) losses of equity investee                               (29,487)             15,348
         Deferred income taxes                                                     (148,000)            (83,750)
         Extraordinary item - early extinguishment of debt                        1,168,790                   -
         Changes in assets and liabilities:
         (Increase) decrease in:
            Receivables                                                           1,273,488           1,544,916
            Inventories                                                             870,181            (251,900)
            Other current assets                                                    318,453             (32,204)
         Increase (decrease) in:
            Accounts payable                                                       (475,789)            (88,297)
            Accrued interest expense                                               (902,376)           (756,925)
            Other accrued expenses                                                  266,744          (1,392,465)
            Other liabilities                                                       122,714                 100
                                                                               ------------        ------------
               Net cash provided by operating activities                          3,794,246             979,918
                                                                               ------------        ------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Proceeds from sale of property and equipment                                     47,737              37,030
    Principal payments received on notes receivable                                 327,531             375,783
    Purchase of property and equipment                                           (1,631,783)           (358,118)
    Disbursements for notes receivable                                             (250,000)           (632,666)
    Purchase of Monarch Wine Company                                            (23,518,064)                  -
    (Increase) decrease in other assets                                          (1,124,822)            (14,347)
                                                                               ------------        ------------
               Net cash used in investing activities                           $(26,149,401)       $   (592,318)
                                                                               ------------        ------------
</TABLE>


                                       4

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                Three Months Ended December 31,
                                                                             -------------------------------------
                                                                                   1999                 1998
                                                                             ----------------      ---------------
<S>                                                                          <C>                   <C>
CASH FLOWS FROM FINANCING ACTIVITIES
    Net borrowings on line of credit                                           $  2,698,009        $    497,015
    Extraordinary item - early extinguishment of debt                            (1,168,790)                  -
    Proceeds from long-term borrowings                                           56,309,288                   -
    Purchase of treasury stock                                                            -            (406,075)
    Principal payments on long-term borrowings                                  (34,000,000)           (492,218)
                                                                               ------------        ------------
              Net cash provided by (used in) financing activities                23,838,507            (401,278)
                                                                               ------------        ------------

              Net increase (decrease) in cash and cash equivalents                1,483,352             (13,678)
Cash and cash equivalents:
    Beginning                                                                     5,265,318           5,629,016
                                                                               ------------        ------------
    Ending                                                                     $  6,748,670        $  5,615,338
                                                                               ------------        ------------
                                                                               ------------        ------------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
    Cash payments for:
         Interest                                                              $  1,939,581        $  1,680,757
                                                                               ------------        ------------
                                                                               ------------        ------------
         Income taxes                                                          $     12,211        $     51,063
                                                                               ------------        ------------
                                                                               ------------        ------------

SUPPLEMENTAL DISCLOSURES OF NON CASH INVESTING
AND FINANCING ACTIVITIES
    Acquisition of Monarch Wine Company:
         Cash purchase price                                                   $ 23,518,064        $          -
                                                                               ------------        ------------
                                                                               ------------        ------------

         Working capital acquired                                              $  2,006,792        $          -
         Goodwill                                                                22,284,509                   -
         Operating lease assumed, to be abandoned                                  (773,237)                  -
                                                                               ------------        ------------
                                                                               $ 23,518,064        $          -
                                                                               ------------        ------------
                                                                               ------------        ------------
</TABLE>

See Notes to Consolidated Financial Statements.


                                      5

<PAGE>

                          TODHUNTER INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 1. Basis of Presentation

The consolidated financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. In the opinion of management, all adjustments, consisting only of
normal recurring adjustments necessary for a fair presentation of the financial
information 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, 1999.


Note 2. Inventories

The major components of inventories are:

<TABLE>
<CAPTION>
                                                           December 31,         September 30,
                                                              1999                  1999
                                                           ------------        --------------
                                                           (Unaudited)
<S>                                                        <C>                 <C>
Finished goods                                             $ 15,585,449        $ 15,076,552
Work in process                                                 944,941             583,884
Raw materials and supplies                                    6,499,563           7,351,447
                                                           ------------        ------------

                                                           $ 23,029,953        $ 23,011,883
                                                           ------------        ------------
                                                           ------------        ------------
</TABLE>

Note 3. Financing Arrangements

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

<TABLE>
<S>                                                                                       <C>
    Term loans under a credit agreement (i), interest based on either the Eurodollar
        or prime rate at the Company's option, plus an applicable margin as defined
        in the agreement. Quarterly principal installments of $2,000,000 beginning
        March 31, 2000 through September 30, 2004 with any remaining balance due
        December 31, 2004.                                                                $    56,000,000

    Revolving loans of $15,000,000 under a credit agreement (i), interest payable
        monthly based upon either the Eurodollar or prime rate at the Company's
        option, plus an applicable margin as defined in the agreement.  The
        revolving lines of credit terminate in November 2002.                                   2,698,009

    Other                                                                                         309,288
                                                                                          ---------------
                                                                                               59,007,297
    Less current maturities                                                                     8,000,000
                                                                                          ---------------
                                                                                          $    51,007,297
                                                                                          ---------------
                                                                                          ---------------
</TABLE>


                                       6

<PAGE>

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
                                   (Unaudited)



Note 3. Financing Arrangements (Continued)

(i) In November 1999, the Company entered into a $71 million credit agreement
which consists of $56 million of term loans and $15 million of revolving loans.
The credit agreement is collateralized by 65% of the issued and outstanding
stock of the Company's majority-owned subsidiaries. The proceeds from these
loans were used to retire the previous finance agreements and to finance the
Monarch Acquisition (see Note 6). The Company is required to maintain minimum
fixed charge and interest coverage ratios in addition to other financial
covenants.

The Company uses interest swap agreements to change the fixed/variable interest
rate mix of the debt portfolio to reduce the Company's aggregate risk to
movements in interest rates. Amounts paid or received under interest rate swap
agreements are accrued as interest rates change and are recognized over the life
of the swap agreements as an adjustment to interest expense. The related amounts
payable to, or receivable from, the counterparties are included in accrued
interest expense.

On January 14, 2000, the Company entered into an interest rate swap agreement.
The agreement calls for the Company to exchange monthly, beginning January 31,
2000 through December 31, 2001, interest payment streams calculated on a
notional balance equal to the principal balance of the term loans payable. The
agreement caps the applicable Eurodollar rate at 7.5%.


                                       7

<PAGE>

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
                                   (Unaudited)



Note 4. Earnings Per Common Share

Basic earnings per common share are calculated by dividing net income by the
average common shares outstanding. On a diluted basis, shares outstanding are
adjusted to assume the exercise of stock options.

<TABLE>
<CAPTION>
                                                             Three Months Ended December 31
                                                           ---------------------------------
                                                                1999                1998
                                                           --------------      -------------
<S>                                                        <C>                 <C>
Income before extraordinary item                           $  1,290,887        $    951,625
                                                           ------------        ------------
                                                           ------------        ------------
Net income                                                 $    122,097        $    951,625
                                                           ------------        ------------
                                                           ------------        ------------
Determination of shares:
    Weighted average number of
        common shares outstanding                             5,513,734           4,917,051

    Shares issuable on exercise
        of stock options, net of shares
        assumed to be purchased out of proceeds                  62,969              13,150
                                                           ------------        ------------
    Average common shares outstanding for
        diluted computation                                   5,576,703           4,930,201
                                                           ------------        ------------
                                                           ------------        ------------

Earnings per common share - basic:
    Income before extraordinary item                       $       0.23        $       0.19
    Extraordinary item                                            (0.21)                  -
                                                           ------------        ------------
    Net income                                             $       0.02        $       0.19
                                                           ------------        ------------
                                                           ------------        ------------

Earnings per common share - diluted:
    Income before extraordinary item                       $       0.23        $       0.19
    Extraordinary item                                            (0.21)                  -
                                                           ------------        ------------
    Net income                                             $       0.02        $       0.19
                                                           ------------        ------------
                                                           ------------        ------------
</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 $0.05 for the three months ended December 31, 1999 and
December 31, 1998.


                                       8

<PAGE>

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
                                   (Unaudited)


Note 5. Segment and Geographical Information

The Company operates primarily in the beverage alcohol industry in the United
States. The Company reports its operating results in five segments:

         -  Bulk Alcohol Products (citrus brandy, citrus spirits, rum, cane
            spirits, fortified citrus wine, purchased distilled products and
            byproducts)

         -  Premium Branded Spirits (primarily rum, flavored rum and tequila)

         -  Bottling Operations (contract bottling services and proprietary and
            private label products)

         -  Vinegar and Cooking Wine (bulk vinegar, bulk cooking wine, vinegar
            stock and proprietary and private label case goods)

         -  Corporate Operations and Other (primarily corporate related items).

The accounting policies of the reportable segments are the same as those
described in Note 1 to the Consolidated Financial Statements. The Company
evaluates the performance of its operating segments based on income before
income taxes, equity in losses of equity investee, interest income and expense.
Intersegment sales and transfers are not significant.

Summarized financial information concerning the Company's reportable segments is
shown in the following table. "Corporate Operations and Other" includes
corporate related items and the results of certain nonmaterial operations.

As of December 31, 1999, goodwill of $22.3 million related to the Monarch
Acquisition (see Note 6) has been included in Corporate Operations and Other
under identifiable assets. The Company intends to allocate goodwill between
bulk alcohol products and vinegar and cooking wine during its second quarter
ended March 31, 2000.

Net sales, operating income (loss), identifiable assets, depreciation and
amortization and capital expenditures for the Company's operating segments for
the three months ended December 31, 1999 and 1998 are as follows:

<TABLE>
<CAPTION>
(in thousands)                                                                     1999               1998
---------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                 <C>
NET SALES
   Bulk Alcohol Products                                                       $      8,238        $      7,325
   Premium Branded Spirits                                                            3,634               2,371
   Bottling Operations                                                                3,459               3,679
   Vinegar and Cooking Wine                                                           4,387               2,514
   Corporate Operations and Other                                                       744                 652
                                                                               ------------        ------------
                                                                               $     20,462        $     16,541
                                                                               ------------        ------------
                                                                               ------------        ------------

OPERATING INCOME (LOSS)
   Bulk Alcohol Products                                                       $      3,153        $      3,170
   Premium Branded Spirits                                                               27                (162)
   Bottling Operations                                                                 (390)               (317)
   Vinegar and Cooking Wine                                                             989                 288
   Corporate Operations and Other                                                    (1,438)             (1,214)
                                                                               ------------        ------------
                                                                               $      2,341        $      1,765
                                                                               ------------        ------------
                                                                               ------------        ------------

IDENTIFIABLE ASSETS
   Bulk Alcohol Products                                                       $     46,025        $     42,997
   Premium Branded Spirits                                                            4,001               4,762
   Bottling Operations                                                               24,105              24,259
   Vinegar and Cooking Wine                                                           8,619               6,673
   Corporate Operations and Other                                                    40,185              16,561
                                                                               ------------        ------------
                                                                               $    122,935        $     95,252
                                                                               ------------        ------------
                                                                               ------------        ------------
</TABLE>


                                       9

<PAGE>

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
                                   (Unaudited)

Note 5. Segment and Geographical Information (Continued)

<TABLE>
<CAPTION>
(in thousands)                                                                     1999               1998
---------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                 <C>
DEPRECIATION AND AMORTIZATION
   Bulk Alcohol Products                                                       $        578        $        532
   Premium Branded Spirits                                                               27                  22
   Bottling Operations                                                                  360                 366
   Vinegar and Cooking Wine                                                              87                  80
   Corporate Operations and Other                                                       194                 102
                                                                               ------------        ------------
                                                                               $      1,246        $      1,102
                                                                               ------------        ------------
                                                                               ------------        ------------

CAPITAL EXPENDITURES
   Bulk Alcohol Products                                                       $      1,247        $         91
   Premium Branded Spirits                                                               23                  84
   Bottling Operations                                                                  196                 163
   Vinegar and Cooking Wine                                                              83                   1
   Corporate Operations and Other                                                        63                  19
                                                                               ------------        ------------
                                                                               $      1,612        $        358
                                                                               ------------        ------------
                                                                               ------------        ------------
</TABLE>

Sales and operating income for the three months ended December 31, 1999 and 1998
and identifiable assets as of the end of each period classified by geographic
area, were as follows:

<TABLE>
<CAPTION>
                                                                                U.S. VIRGIN
                                                                                ISLANDS AND
                                                            UNITED STATES       THE BAHAMAS         CONSOLIDATED
                                                         ------------------- ------------------  ------------------
<S>                                                      <C>                 <C>                 <C>
December 31, 1999:
    Net sales                                               $    16,999,644     $    3,462,179      $   20,461,823
    Operating income                                              1,512,794            828,257           2,341,051
    Identifiable assets                                          88,903,676         34,031,671         122,935,347
December 31, 1998:
    Net sales                                                    13,273,156          3,267,766          16,540,922
    Operating income                                              1,067,143            697,912           1,765,055
    Identifiable assets                                          62,487,511         32,764,279          95,251,790
</TABLE>

Included in net sales for the United States are export sales, primarily to
Eastern Europe, Canada and the Caribbean, totaling approximately $1,218,000 and
$1,760,000 for the three months ended December 31, 1999 and 1998, respectively.


Note 6. Acquisition of Monarch Wine Company

On November 17, 1999, the Company acquired substantially all of the assets of
Monarch Wine Company of Atlanta, Georgia ("Monarch"), a privately held
company (the "Monarch Acquisition"). Monarch specializes in the manufacture
of wines, including custom blended wines and cooking wines for the food
industry and base wines for producers of vinegar and beverage alcohol. The
Monarch operations are included in the Company's bulk alcohol products and
vinegar and cooking wine segments. The purchase price was $23.5 million and
includes approximately $22.3 million of goodwill. Goodwill is being amortized
over 20 years.


                                      10

<PAGE>

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
                                   (Unaudited)


Note 7. Extraordinary Item

The Company incurred $1,168,790, net of income taxes, in additional expenses
related to the prepayment of its previous debt. These expenses are reflected as
an extraordinary item in the Company's consolidated statement of income for the
three months ended December 31, 1999.


                                      11

<PAGE>

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

FORWARD-LOOKING STATEMENTS

         Management's Discussion and Analysis of Financial Condition and Results
of Operations may contain, among other things, 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.

INTRODUCTION

         The following discussion and analysis summarizes the significant
factors affecting (i) consolidated results of operations of the Company for
the three months ended December 31, 1999 compared to the three months ended
December 31, 1998 and (ii) the financial liquidity and capital resources for
year ended September 30, 2000 ("Fiscal 2000"). This discussion and analysis
should be read in conjunction with the Company's consolidated financial
statements and notes thereto included herein. Certain amounts presented in
this Item 2 have generally been rounded to the nearest thousand and hundred
thousand, as applicable, but the percentages calculated are based on actual
amounts without rounding.

         The Company operates primarily in the beverage alcohol industry in the
United States. The Company reports its operating results in five segments: Bulk
Alcohol Products (citrus brandy, citrus spirits, rum, cane spirits, fortified
citrus wine, purchased distilled products and byproducts); Premium Branded
Spirits (primarily rum, flavored rum and tequila); Bottling Operations (contract
bottling services and proprietary and private label products); Vinegar and
Cooking Wine (bulk vinegar, bulk cooking wine, vinegar stock and proprietary and
private label case goods); and Corporate Operations and Other (primarily
corporate related items).

         Information regarding net sales, operating income and total assets of
each of the Company's business segments and information regarding geographic
areas is set forth in Note 5 to the Company's consolidated financial statements
located in Item 1 of this Report on Form 10-Q.

         The Company is a leading producer and supplier of brandy, rum, wine and
spirits to other beverage alcohol manufacturers; produces, imports and markets
premium branded spirits; bottles beverage alcohol and other beverages on a
contract basis and under its own labels; and produces vinegar and cooking wine.

         The Company's net sales and gross margins (gross profit as a percentage
of net sales) vary depending on the mix of business among the Company's
products. Historically, gross margins have been highest in bulk alcohol products
and premium branded spirits and lower in bottling operations and vinegar and
cooking wine operations. Within its bottling operations, sales and gross margins
have varied substantially based upon the mix of business from the Company's
"Type A" and "Type B" bottling customers. Type A bottling customers pay the
Company to purchase their raw materials and these costs are passed through to
the customer. Type B bottling customers supply their own raw materials and are
only charged for bottling charges. Although gross profit per case for the
Company's Type A and Type B bottling customers is approximately equal, given the
same case volume, net sales and cost of goods sold with respect to products
bottled for Type A bottling customers are higher, and gross margins are lower,
than for Type B bottling customers. As a result, significant fluctuations in
volume of Type A bottling customers can distort the Company's gross margin.

         The Company has a limited number of customers, and these customers
often purchase bulk alcohol products in significant quantities or place
significant orders for contract bottling services, distilled spirits, vinegar
and cooking wine. Accordingly, the size and timing of purchase orders and
product shipments can cause operating results to fluctuate significantly from
quarter to quarter. Additionally, some Company products generate higher
profit margins than others, and changes in the Company's product mix 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


                                      12

<PAGE>

services from April to October and increased production of the Company's bulk
alcohol products during the months from November to June, corresponding to
the Florida citrus-harvest. As a result of these factors, the Company's
operating results may vary significantly from quarter to quarter.

         Net sales represent the Company's gross sales less excise taxes. Excise
taxes are generally payable on products bottled by the Company. In addition,
excise taxes are payable on sales of industrial alcohol to certain customers.
Accordingly, excise taxes vary from period to period depending upon the
Company's product and customer mix.

         During the fourth quarter of Fiscal 1999, the Company adopted Statement
of Financial Accounting Standards (SFAS) No. 131, "Disclosure about Segments of
an Enterprise and Related Information", which changes the way public companies
report information about operating segments. SFAS No. 131, which is based on the
management approach to segment reporting, establishes requirements to report
selected segment information about products and services, major customers, and
the countries in which the Company has material operations. Accordingly, all
previously reported results have been restated to reflect the retroactive
application of this accounting change as required by generally accepted
accounting principles.

RECENT ACQUISITION

         On November 17, 1999, the Company acquired substantially all of the
assets of Monarch. Monarch specializes in the manufacture of wines, including
custom blended wines and cooking wines for the food industry and base wines for
producers of vinegar and beverage alcohol.

         The purchase price was $23.5 million. The Monarch Acquisition
strengthens the Company's position in the beverage alcohol and food industry by
expanding the Company's customer base and product offerings, and improves the
Company's plant capacity utilization since the Company plans to discontinue wine
production at the Monarch facility in Atlanta, Georgia in Fiscal 2000 and will
integrate its wine production into the Company's existing facilities. There are
also synergies in the areas of sales, distribution and administrative
overhead. The Company expects to complete the integration of Monarch's wine
production during its second quarter ending March 31, 2000.

RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>
                                                                    Three Months Ended
                                                                       December 31,
                                                                ---------------------------
                                                                  1999              1998
                                                                ---------          --------
         <S>                                                    <C>                <C>
         Net sales                                                 100.0%            100.0%
         Cost of goods sold                                         68.2              67.6
                                                                ---------          --------
         Gross margin                                               31.8              32.4
         Selling, general and
           administrative expenses                                  20.4              21.7
                                                                ---------          --------
         Operating income                                           11.4              10.7
         Interest expense                                           (5.1)             (5.6)
         Other income (expense), net                                 2.1               1.8
                                                                ---------          --------
         Income before income taxes                                  8.4               6.9
         Income tax expense                                         (2.1)             (1.1)
                                                                ---------          --------
         Income before extraordinary item                            6.3               5.8
         Extraordinary item                                         (5.7)                -
                                                                ---------          --------
         Net income                                                  0.6%              5.8%
                                                                ---------          --------
                                                                ---------          --------
</TABLE>


                                      13

<PAGE>

<TABLE>
<CAPTION>
                                                             Three Months Ended December 31,              % Change
                                                           ------------------------------------        ------------
                                                                        1999             1998                99/98
                                                                        ----             ----                -----
                                                                       (In thousands)
         <S>                                               <C>                   <C>                   <C>
         Bulk alcohol products                                         8,238             7,325                12.5
         Premium branded spirits                                       3,634             2,371                53.3
         Bottling operations                                           3,459             3,679                (6.0)
         Vinegar and cooking wine                                      4,387             2,514                74.5
         Corporate operations and other                                  744               652                13.9
                                                           ------------------    --------------        ------------
                                                           $          20,462     $      16,541                23.7
                                                           ------------------    --------------        ------------
                                                           ------------------    --------------        ------------
</TABLE>

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

<TABLE>
<CAPTION>
                                                             Three Months Ended December 31,              % Change
                                                           ------------------------------------        ------------
                                                                        1999             1998                99/98
                                                                        ----             ----                -----
                                                                           (In thousands)
<S>                                                        <C>                   <C>                   <C>
Bulk alcohol products:
   Distilled products, in proof gallons
     Citrus brandy                                                       432             306               41.0
     Citrus spirits                                                      397             227               74.8
     Rum                                                               1,075           1,049                2.5
     Cane spirits                                                        147             138                7.2
   Fortified citrus wine, in gallons                                   2,055           1,735               18.5
Premium branded spirits, in cases                                         68              51               33.8
Bottling operations, in cases                                            619             684               (9.5)
Vinegar
   Bulk, in 100 grain gallons                                          1,146           1,094                4.9
   Cases                                                                 158             113               40.5
   Drums, in 100 grain gallons                                           355             161              119.7
Cooking Wine
   Bulk, in gallons                                                       30              28                9.5
   Cases                                                                  64              64                0.1
</TABLE>

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

     NET SALES. Net sales were $20.5 million in 1999, an increase of 23.7% from
net sales of $16.5 million in 1998.

     Net sales of bulk alcohol products were $8.2 million in 1999, an increase
of 12.5% from net sales of $7.3 million in 1998. The increase resulted primarily
from (i) an increase in sales due to the timing of customer orders, and (ii)
increased sales of bulk alcohol resulting from the Monarch Acquisition.

     Net sales of premium branded spirits were $3.6 million in 1999, an increase
of 53.3% from net sales of $2.4 million in 1998. Sales increases reflect the
continued expansion by the Company of its distribution network and the success
of its Cruzan Flavored Rums and Porfidio Tequila.


                                      14

<PAGE>

     Net sales in the Company's bottling operations were $3.5 million in 1999, a
decrease of 6.0% from net sales of $3.7 million in 1998. The Company's overall
bottling volume decreased 9.5% in 1999 due to the timing of customer orders.

     Net sales of vinegar and cooking wine were $4.4 million in 1999, an
increase of 74.5% from net sales of $2.5 million in 1998. The increase in net
sales is primarily attributable to increased sales of cooking wine resulting
from the Monarch Acquisition. The Company's two vinegar plants are operating at
maximum capacity. The Company intends to expand its vinegar production capacity
by building or acquiring additional facilities.

     GROSS PROFIT. Gross profit was $6.5 million in 1999, an increase of 21.5%
from gross profit of $5.4 million in 1998. Gross margin decreased to 31.8% in
1999 from 32.4% in 1998. The decrease in gross margin is primarily attributable
to a change in product mix.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses were $4.2 million in 1999, an increase of 16.0% from
$3.6 million in 1998. Selling, general and administrative expenses were 20.4% of
net sales in 1999 and 21.7% in 1998. The increase in selling, general and
administrative expenses in 1999, is primarily attributable to (1) increased
marketing expenses and new employees related to the Company's efforts in
increasing its distribution network for its premium branded spirits, (2)
additional expenses incurred during the integration of the Monarch Acquisition,
and (3) increased amortization expense.

     OPERATING INCOME. The following table sets forth the operating income
(loss) by operating segment of the Company for 1999 and 1998.

<TABLE>
<CAPTION>
                                                             Three Months Ended December 31,             % Change
                                                           -----------------------------------         ------------
                                                                   1999             1998                   99/98
                                                                   ----             ----                   -----
                                                                       (In thousands)
<S>                                                        <C>                  <C>                    <C>
Bulk alcohol products                                      $          3,153            3,170                 (0.6)
Premium branded spirits                                                  27             (162)               116.4
Bottling operations                                                    (390)            (317)               (22.9)
Vinegar and cooking wine                                                989              288                243.3
Corporate operations and other                                       (1,438)          (1,214)               (18.4)
                                                             --------------     ------------
                                                             $        2,341     $      1,765                 32.6
                                                             --------------     ------------
                                                             --------------     ------------
</TABLE>

As a result of the above factors, operating income was $2.3 million in 1999, an
increase of 32.6% from operating income of $1.8 million in 1998.

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

     INTEREST EXPENSE. Interest expense was $1.0 million in 1999 and $.9 million
in 1998. The increase in interest expense was due to higher levels of debt
outstanding due to the Monarch Acquisition and higher interest rates during 1999
as compared to 1998.

     INCOME TAX EXPENSE. The Company's effective income tax rate was 24.7% in
1999 and 16.9% 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>

FINANCIAL 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 borrowings on its line of credit vary during the year. For example,
the Company uses citrus molasses as its primary raw material in the
production of citrus brandy and spirits at its two Florida distilleries. The
Company buys citrus molasses, a byproduct of citrus juice production, from
local manufacturers of citrus juice and concentrate during the citrus
harvest, which generally runs from November to June. The Company generally
begins purchasing citrus molasses in November and builds inventory of citrus
brandy and spirits. The Company must manufacture and build inventory while
raw materials are available due to the short life of the citrus molasses it
purchases. Another seasonal business of the Company is its contract bottling
services. Demand for contract bottling services is highest during the months
from April through October. Management believes that cash provided by
operating activities and its financing activities will provide adequate
resources to satisfy its working capital, liquidity and anticipated capital
expenditure requirements for both its short-term and long-term capital needs.

         OPERATING ACTIVITIES

         Net cash provided by operating activities in 1999 was $3.8 million,
which resulted from $1.1 million in net income adjusted for noncash items, a
$1.2 million extraordinary item and $1.5 million representing the net change
in operating assets and liabilities.

         INVESTING AND FINANCING ACTIVITIES

         Net cash used in investing activities in 1999 was $26.1 million,
which resulted primarily from $1.6 million of capital expenditures and $23.5
million from the Monarch Acquisition.

         Net cash provided by financing activities in 1999 was $23.8 million,
which resulted from (1) proceeds from term loans and other notes of $56.3
million, (2) an increase in the line of credit of $2.7 million; offset by (3)
payments of long-term debt totaling $34 million and (4) a $1.2 million
prepayment penalty, net of income taxes.

         At December 31, 1999, the Company had revolving credit of $15
million, which expires November 1, 2002. The borrowings under this line were
$2.7 million at December 31, 1999. Beginning March 31, 2000, the credit
agreement requires the Company to maintain minimum fixed charge and interest
coverage ratios in addition to other financial covenants.

         The Company's total debt was $59.0 million as of December 31, 1999,
and its ratio of debt to equity was 1.1 to 1.

         With respect to the Bahamian and Virgin Islands subsidiaries, no
provision has been made for income taxes which would resultfrom 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
$8.2 million and $15.8 million, respectively, as of September 30, 1999. See
Note 8 to the Company's consolidated financial statements included in the
Company's Annual Report on Form 10-K for the year ended September 30, 1999,
for additional information on income taxes related to these subsidiaries.

         Based on current plans and business conditions, management expects
that its cash, cash equivalents, and short-term investments, together with
any amounts generated from operations and available borrowings, will be
sufficient to meet the Company's cash requirements for at least the next 12
months.


                                      16

<PAGE>

RECENT ACCOUNTING PRONOUNCEMENTS

         In June 1998, the FASB issued SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," which establishes accounting
and reporting standards for derivative instruments and hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those
instruments at fair value. The Company will adopt SFAS No. 133 as required
during Fiscal 2001.

YEAR 2000 COMPLIANCE

         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, such as
financial, order entry, inventory control and forecasting systems, and
non-information technology 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 has completed a comprehensive program to identify,
evaluate and address issues associated with the ability of its information
technology and core non-information technology systems to properly recognize
the Year 2000 in order to avoid interruption of the operation of these
systems and a material adverse effect on the Company's operations as a result
of the century change. Each of the information technology software programs
that the Company currently uses has either been certified by its respective
vendor as Year 2000 compliant or has been replaced with software that is so
certified. The Company has conducted comprehensive tests of all of its
software programs for Year 2000 compliance as part of its Year 2000 readiness
program. The Company believes that its core non-information technology
systems, such as its bottling and production equipment, air
conditioning/refrigeration units, telephones and faxes will not be adversely
affected by the Year 2000, due to the completion of its tests and evaluation
of such equipment. As part of its Year 2000 compliance program, the Company
contacted its significant vendors, suppliers and customers to ascertain
whether the systems used by such third parties are Year 2000 compliant. The
Company has completed all Year 2000 compliance software testing.

         The Company spent approximately $531,000 to reprogram, replace and
test its information technology software for Year 2000 compliance. These
costs and expenses have been capitalized.

         Through the date of this report the Company has not experienced any
adverse effects on its operations as a result of the Year 2000 issue.

         The Company has developed contingency plans to handle a Year 2000
system failure experienced by its information technology systems. These
backup procedures, including manual record keeping and processing, have been
tested and utilized by the Company in the past during times of unplanned
system failure.

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

                           Market Risk Analysis

                            December 31, 1999

                          Expected Maturity Date
                   (Based on a September 30 Fiscal Year)

<TABLE>
<CAPTION>
                     -----------------------------------------------------------------------------------------------------
                         2000        2001        2002        2003        2004      Thereafter       Total      Fair Value
                     ----------- ----------- ------------ ----------  -----------  -----------   -----------  ------------
<S>                  <C>         <C>         <C>          <C>         <C>          <C>           <C>          <C>
Assets
  Notes receivable:
    Fixed rate       $ 1,082,779 $ 1,378,680 $   496,196  $  532,916  $   572,365  $  2,825,109  $ 6,888,045  $  6,709,397
    Average interest
     rate                  7.13%       7.33%       7.64%       7.71%        7.80%         7.95%        7.48%        -

Liabilities
  Long-term debt:
    Variable rate    $ 6,000,000 $ 8,000,000 $ 8,000,000  $8,000,000  $ 8,000,000  $ 18,000,000  $ 56,000,000 $ 56,000,000
    Average interest
     rate                 8.635%      8.635%      8.635%      8.635%       8.635%        8.635%        8.635%       -
</TABLE>

                                      17
<PAGE>

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) EXHIBIT INDEX

<TABLE>
<C>      <S>
3.1      Amended and Restated Certificate of Incorporation of Todhunter
         International, Inc. (1)

3.2      Amended and Restated By-Laws of Todhunter International, Inc. (12)

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)

10.6     Todhunter International, Inc. 1992 Stock Option Plan, as amended (9)

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. (10)

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 (10)

10.15    Renewal Revolving Credit Note dated as of September 17, 1998 (10)

10.16    Asset Purchase Agreement dated as of September 27, 1999, among
         Todhunter International, Inc. and Adams Wine Company d/b/a Monarch
         Wine Company of Georgia, and Howard J. Weinstein, David Paszamant,
         Jay Paszamant and Matthew Paszamant (11)

10.17    Credit Agreement dated as of November 17, 1999, by and among
         Todhunter International, Inc. and each of the Financial Institutions
         Initially a Signatory thereto, and SOUTHTRUST BANK, National
         Association (11)

10.18    Executive Employment Agreement dated as of July 15, 1999, between
         Thomas A. Valdes and Todhunter International, Inc. (12)

10.19    Executive Employment Agreement dated as of July 15, 1999, between Jay
         S. Maltby and Todhunter International, Inc. (12)

10.20    Executive Employment Agreement dated as of July 15, 1999., between A.
         Kenneth Pincourt, Jr. and Todhunter International, Inc. (12)

10.21    Executive Employment Agreement dated as of July 15, 1999., between D.
         Chris Mitchell and Todhunter International, Inc. (12)
</TABLE>


                                      18

<PAGE>

<TABLE>
<C>      <S>
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).

(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 Annual Report on Form
     10-K for the year ended September 30, 1997.

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

(11) Incorporate herein by reference to the Company's Report on Form 8-K for
     November 17, 1999.

(12) Incorporated herein by reference to the Company's Annual Report on Form
     10-K for the year ended September 30, 1999.

(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 December
     31, 1999.

(14) Filed herewith.

     (b) REPORTS ON FORM 8-K

         During the first quarter of Fiscal 2000, the Company filed the
following current reports on Form 8-K:

         (1) Form 8-K dated November 17, 1999. This Form 8-K reported
             information under Item 2 (Acquisition or Disposition of Assets)
             and Item 7 (Financial Statements and Exhibits).

         (2) Form 8-K/A dated November 17, 1999. This Form 8-K/A reported
             information under Item 7 (Financial Statements and Exhibits).


                                      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: February 11, 2000                 /s/ A. Kenneth Pincourt, Jr.
                                        ---------------------------------
                                        A. Kenneth Pincourt, Jr.
                                        Chairman
                                        and Chief Executive Officer


Date: February 11, 2000                 /s/ Troy Edwards
                                        ---------------------------------
                                        Troy Edwards
                                        Chief Financial Officer,
                                        Treasurer and Controller


                                      20