GENERAL CIGAR HOLDINGS INC
10-Q, 1998-04-14
TOBACCO PRODUCTS
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________________________________________________________________________________
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                                    FORM 10-Q
                                 ---------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ---------------

(Mark One)
[ X ]   QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE  SECURITIES
        EXCHANGE ACT OF 1934 for the 13 Weeks ended February 28, 1998

                                       OR

[   ]   TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
        EXCHANGE ACT OF 1934 for the transition period from ....................
        to ....................

                                 ---------------

                        Commission file number: (1-12757)

                                 ---------------

                          GENERAL CIGAR HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                             13-3922128
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                            Identification Number)
                                 ---------------

      387 Park Avenue South                                     10016-8899
        New York, New York                                      (Zip Code)
(Address of principal executive offices)

       Registrant's telephone number, including area code: (212) 448-3800

                                 ---------------

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 for 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 [  ]

As of March 31, 1998, 12,330,060 shares of Class A common stock, par value $0.01
per share,  and 15,293,898  shares of Class B common stock,  par value $0.01 per
share, were outstanding.
________________________________________________________________________________
________________________________________________________________________________
<PAGE>

                                TABLE OF CONTENTS



PART I.   FINANCIAL INFORMATION:

  Item 1.   FINANCIAL STATEMENTS:
  ------------------------------- 
         Consolidated Statement of Operations for the 13 Weeks
           ended February 28, 1998 and March 1, 1997...............      Page 3

         Consolidated Balance Sheet as of February 28, 1998
           and November 29, 1997...................................      Page 4

         Consolidated Statement of Cash Flows for the 13 Weeks
           ended February 28, 1998 and March 1, 1997...............      Page 5

         Consolidated Statement of Changes in Stockholders' Equity
           for the 13 Weeks ended February 28, 1998................      Page 6

         Notes to Consolidated Financial Statements................      Page 7


  Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
  ---------------------------------------------------------------------
            AND RESULTS OF OPERATIONS..............................     Page 11
            -------------------------


PART II.   OTHER INFORMATION:

  Item 6.   EXHIBITS AND REPORTS ON FORM 8-K.......................     Page 13
  ------------------------------------------


SIGNATURES.........................................................     Page 14


INDEX TO EXHIBITS..................................................     Page E-1

<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
- ----------------------------


                          GENERAL CIGAR HOLDINGS, INC.

                      CONSOLIDATED STATEMENT OF OPERATIONS

                  (dollars in thousands except per share data)
                                   (Unaudited)

                                                               13 Weeks Ended
                                                              -----------------
                                                          February 28,  March 1,
                                                               1998       1997
                                                              ------     ------

NET SALES.................................................   $67,737    $49,798
Cost of goods sold........................................    34,786     27,515
                                                              ------     ------

GROSS PROFIT..............................................    32,951     22,283
Selling, general and administrative expenses..............    20,363     14,428
                                                              ------     ------

OPERATING PROFIT..........................................    12,588      7,855
Nonoperating income.......................................       164        317
Interest expense..........................................       833      1,274
                                                              ------     ------

Income before provision for income taxes..................    11,919      6,898
Provision for income taxes................................     4,232      2,621
                                                              ------     ------

NET INCOME................................................   $ 7,687    $ 4,277
                                                              ======      =====



Basic net income per share................................   $  0.28     $ 0.16
                                                              ======      =====
Weighted average common shares 
   outstanding (in thousands).............................    27,590     26,987
                                                              ======     ======


Diluted net income per share..............................   $  0.27     $ 0.15
                                                              ======      =====
Weighted average common shares 
   and equivalents outstanding (in thousands).............    28,672     28,200
                                                              ======     ======


See Notes to Consolidated Financial Statements.

                                       3
<PAGE>

                                 PART I (Cont.)

                          GENERAL CIGAR HOLDINGS, INC.

                           CONSOLIDATED BALANCE SHEET

                  (dollars in thousands except per share data)

                                                     February 28,   November 29,
                          ASSETS                            1998           1997
                                                            ----           ----
CURRENT ASSETS:                                        (Unaudited)
  Cash and cash equivalents...........................  $  3,358       $  8,976
  Receivables, less allowance 
   of $1,149 (1997--$1,331)...........................    44,654         50,963
  Inventories:
    Raw materials and supplies........................    89,642         83,884
    Work-in-process...................................    10,058          9,202
    Finished goods....................................    22,203         14,272
                                                         -------        -------
                                                         121,903        107,358
  Other current assets................................    11,657          8,779
                                                         -------        -------
         TOTAL CURRENT ASSETS.........................   181,572        176,076
                                                         -------        -------
Property and equipment................................   117,896        113,041
Less: accumulated depreciation........................    46,893         45,552
                                                         -------        -------
         Net property and equipment...................    71,003         67,489

Intangible assets, net, principally 
 trademarks and goodwill..............................    73,125         73,740
Other assets..........................................     2,650          2,900
                                                         -------        -------

         TOTAL ASSETS.................................  $328,350       $320,205
                                                         =======        =======

           LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued liabilities............  $ 34,833       $ 40,397
  Long-term debt due within one year..................     1,224          1,224
  Income taxes........................................     3,769          1,326
                                                         -------        -------
         TOTAL CURRENT LIABILITIES....................    39,826         42,947

Long-term debt........................................    50,995         47,540
Accrued retirement benefits...........................    16,190         15,923
Deferred income taxes.................................     6,157          5,317
Other noncurrent liabilities..........................     9,897         10,974
                                                         -------        -------
         TOTAL LIABILITIES............................   123,065        122,701
                                                         -------        -------
Commitments and Contingencies (Note 5)

STOCKHOLDERS' EQUITY:
  Preferred stock, par value $0.01-- authorized:
   20,000,000 shares; Issued: none....................        -              -
  Class B common stock, par value $0.01--authorized:
   25,000,000 shares;
     Issued: 15,293,898 shares at February 28, 1998;
     Issued: 15,707,226 shares at November 29, 1997...       153            157
  Class A common stock, par value $0.01--authorized:
   50,000,000 shares;
     Issued: 12,330,060 shares at February 28, 1998;
     Issued: 11,876,729 shares at November 29, 1997...       123            119
  Additional paid-in capital..........................   165,535        165,441
  Retained earnings...................................    39,474         31,787
                                                         -------        -------
         Total stockholders' equity...................   205,285        197,504
                                                         -------        -------
         Total liabilities and stockholders' equity...  $328,350       $320,205
                                                         =======        =======


See Notes to Consolidated Financial Statements.

                                        4
<PAGE>

                                 PART I (Cont.)

                          GENERAL CIGAR HOLDINGS, INC.
                                      
                      CONSOLIDATED STATEMENT OF CASH FLOWS

                             (dollars in thousands)
                                   (Unaudited)

                                                                13 Weeks Ended
                                                              -----------------
                                                         February 28,   March 1,
                                                               1998       1997
                                                              ------     ------
CASH FLOW FROM OPERATING ACTIVITIES:
   Net income.............................................   $ 7,687    $ 4,277
   Adjustments to reconcile net income to net cash 
      (used in) provided by operating activities:
    Depreciation and amortization.........................     2,048        867
    Changes in assets and liabilities, net of Villazon 
      Acquisition and Liability Assumption in 1997:
    Decrease in accounts receivable.......................     6,309      5,134
    Increase in inventories...............................   (14,545)    (3,969)
    Decrease in accounts payable and accrued liabilities..    (5,564)    (4,879)
    Increase in deferred income taxes.....................       840        490
    Other, net............................................    (1,001)     1,298
                                                              ------     ------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES.......    (4,226)     3,218
                                                              ------     ------
CASH FLOW FROM INVESTING ACTIVITIES:
   Acquisition of Villazon, net of cash acquired..........        -     (56,243)
   Additions to property and equipment....................    (4,941)    (1,932)
                                                              ------     ------
NET CASH USED IN INVESTING ACTIVITIES.....................    (4,941)   (58,175)
                                                              ------     ------
CASH FLOW FROM FINANCING ACTIVITIES:
   Increase in debt.......................................     3,500     62,450
   Net transactions with Culbro, excluding 
     Liability Assumption.................................        -        (215)
   Payments of debt.......................................       (45)      (180)
   Proceeds from exercise of stock options................        94         -
   Other, net.............................................        -      (1,446)
                                                              ------     ------
NET CASH PROVIDED BY FINANCING ACTIVITIES.................     3,549     60,609
                                                              ------     ------

Net (decrease) increase in cash and cash equivalents......    (5,618)     5,652
Cash and cash equivalents at beginning of period..........     8,976        409
                                                              ------     ------
CASH AND CASH EQUIVALENTS AT END OF PERIOD................   $ 3,358    $ 6,061
                                                              ======     ======


See Notes to Consolidated Financial Statements.

                                      5
<PAGE>
<TABLE>
                                 PART I (Cont.)

                          GENERAL CIGAR HOLDINGS, INC.

            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                             (dollars in thousands)
                                   (Unaudited)
<CAPTION>

                               Class B    Class A    Additional                   Total
                               Common     Common      Paid-in      Retained    Stockholders'
                               Stock      Stock       Capital      Earnings       Equity
                               -------    -------    ----------    --------    -------------
<S>                             <C>        <C>         <C>         <C>           <C>
BALANCE AT NOVEMBER 29, 1997... $  157     $  119      $165,441    $ 31,787      $197,504

Exercise of stock options......     -          -             94          -             94
Exchange of shares.............     (4)         4            -           -             -
Net income.....................     -          -             -        7,687         7,687
                                 -----      -----       -------     -------       -------

BALANCE AT FEBRUARY 28, 1998... $  153     $  123      $165,535    $ 39,474      $205,285
                                 =====      =====       =======     =======       =======


See Notes to Consolidated Financial Statements.
</TABLE>
                                        6
<PAGE>

                                 PART I (CONT.)

                         GENERAL CIGAR HOLDINGS, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
                                 (UNAUDITED)



(1)  INTERIM FINANCIAL PRESENTATION

     The interim Consolidated Financial Statements are unaudited;  however, they
     have been prepared in accordance  with Rule 10-01 of Regulation S-X adopted
     by the Securities and Exchange Commission ("Commission") and in the opinion
     of  management  reflect  all  adjustments  (all of which  are of a  normal,
     recurring nature) which are necessary for a fair statement of the financial
     condition,  results of operations,  cash flows and changes in stockholders'
     equity for the periods  presented.  Results of operations  for the 13 weeks
     ended February 28, 1998 are not necessarily  indicative of the results that
     may be expected for the entire year ending November 28, 1998.

     As used in these Notes,  references to the  "Company"  mean General Cigar
     Holdings,  Inc. and its  subsidiaries  General Cigar Co., Inc.  ("General
     Cigar"),  Villazon & Company,  Inc.  ("Villazon"),  Club  Macanudo,  Inc.
     ("Club  Macanudo"),  and 387 PAS  Corp.  ("387  PAS").  The  accompanying
     financial   statements   reflect  the  results  of  operations  of  these
     businesses  and assets for all of the periods  presented.  Club Macanudo,
     which  operates a cigar  bar,  and 387 PAS which  owns and  operates  the
     Company's  headquarters  building,  were not  material  to the  Company's
     results of operations in any of the periods presented.

     The  accompanying  Consolidated  Financial  Statements  should  be  read in
     conjunction with the Company's audited 1997 financial  statements  included
     in Form 10-K, as filed with the Commission on February 27, 1998, and should
     be read in conjunction with the Notes to Consolidated  Financial Statements
     appearing in that report.

 (2) VILLAZON ACQUISITION

     On  January  21,  1997,  the  Company  completed  the  acquisitions  of two
     affiliated companies,  Villazon & Company,  Inc., a U.S.  corporation,  and
     Honduras   American  Tabaco,   S.A.  de  C.  V.,  a  Honduran   corporation
     (collectively  "Villazon"),  for approximately  $81.2 million consisting of
     $91.1  million of  purchase  price and direct  acquisition  costs less $9.9
     million of cash acquired at closing. At closing,  $64.3 million of cash was
     paid and $24.4  million  aggregate  principal  amount of seller  notes were
     issued (the  "Villazon  Acquisition").  Both  companies  are engaged in the
     cigar  business.  The  Villazon  Acquisition  was  accounted  for using the
     purchase  method  of  accounting.  Acquisition  cost  in excess of the fair
     value of net tangible assets was  approximately  $69 million,  representing
     principally  trademarks  and goodwill (see  unaudited  pro forma  condensed
     financial  information  in Note  4).  The  Company  entered  into a  Credit
     Agreement to finance the acquisition.  Proceeds from the Company's  initial
     public offering (the  "Offering")  were used to reduce amounts  outstanding
     under the Credit Agreement.


                                       7
<PAGE>

(3)  EARNINGS PER SHARE

     In 1998, the Company adopted  Statement of Financial  Accounting  Standards
     No.  128,  "Earnings  per  Share"  ("SFAS  128").  SFAS  128  replaced  the
     calculation  of primary and fully  diluted  earnings per share ("EPS") with
     basic and diluted  EPS.  EPS amounts  for all periods  presented  have been
     restated to conform with SFAS 128. For the first quarters of 1998 and 1997,
     the only  difference  between the basic and diluted EPS  calculation is the
     dilutive  impact of stock  options  which are  included  in the diluted EPS
     calculations.

(4)  CONSOLIDATED CONDENSED PRO FORMA FINANCIAL INFORMATION

     The  following   consolidated   condensed  unaudited  pro  forma  financial
     statement of operations  reflects the Villazon  Acquisition,  including the
     effect  of the  associated  borrowings  to  finance  the  acquisition,  the
     Liability  Assumption  and  the  Offering  as if  these  transactions  were
     completed  at the  beginning  of the  period.  The  unaudited  consolidated
     condensed pro forma balance sheet reflects the effect of the Offering as if
     it had taken place at the balance sheet date. The Villazon  Acquisition and
     the Liability  Assumption  are already  reflected in the Company's  balance
     sheet at March 1, 1997.  The  unaudited  pro forma  consolidated  condensed
     financial  information  presented  herein may not  necessarily  reflect the
     results of operations and financial  position that actually would have been
     achieved had the  transactions  discussed above actually taken place at the
     assumed dates.



            Consolidated Condensed Pro Forma Statement of Operations
                                   (Unaudited)

                                                              13 Weeks Ended
                                                               March 1, 1997
                                                              --------------
         Net sales...........................................     $55,390
                                                                   ------
         Operating profit....................................       8,974
         Nonoperating income.................................         317
         Interest expense....................................         550
                                                                   ------
         Income before provision for income taxes............       8,741
         Provision for income taxes..........................       3,340
                                                                   ------
         Net income..........................................     $ 5,401
                                                                   ======


         Basic net income per share..........................     $  0.20
                                                                   ======
         Diluted net income per share........................     $  0.19
                                                                   ======


                                       8
<PAGE>

                 Consolidated Condensed Pro Forma Balance Sheet
                                   (Unaudited)
                                                               March 1, 1997
                                                               -------------
         Current assets......................................     $106,819
         Property and equipment, net.........................       57,790
         Intangible assets...................................       70,617
         Other assets........................................        5,381
                                                                   -------
         Total assets........................................     $240,607
                                                                   =======

         Current liabilities.................................     $ 24,782
         Long-term debt......................................       27,921
         All other noncurrent liabilities....................       27,140
                                                                   -------
         Total liabilities...................................       79,843
         Stockholders' equity................................      160,764
                                                                   -------
         Total liabilities and stockholders' equity..........     $240,607
                                                                   =======


(5)  COMMITMENTS AND CONTINGENCIES

     As  of  February  28,  1998,  the  Company  had   commitments  for  capital
     expenditures   of   approximately   $15.7  million  for  the  expansion  of
     manufacturing  and distribution  facilities,  the addition of machinery and
     equipment, and the implementation of a new computer system.

     The  Company   believes  that  the  outcome  of  currently   pending  legal
     proceedings  will not, in the aggregate,  have a material adverse effect on
     the Company's financial position.

(6)  SUPPLEMENTAL CASH FLOW INFORMATION

     Prior  to  the  Offering,   General  Cigar  had  been  included  in  Culbro
     Corporation   ("Culbro")   consolidated   federal   income   tax   returns.
     Accordingly,  tax  payments  made by  Culbro  in the  period  prior  to the
     Offering are reflected in net transactions  with Culbro in the consolidated
     statement of cash flows.  Income taxes paid by the company during the first
     quarter of 1998 was $0.9 million.

     Interest  paid in the first  quarter of 1998 and 1997 was $0.7  million and
     $1.4 million, respectively.


                                       9
<PAGE>

     At March 1, 1997, the estimated cash and noncash  activities related to the
     Villazon Acquisition were summarized as follows:


         Estimated fair value of net assets acquired.........    $ 90,520
         Notes issued to sellers.............................     (24,370)
                                                                  ------- 
         Payments in connection with the acquisition.........      66,150
         Cash acquired.......................................      (9,907)
                                                                  ------- 
         Payments in connection with
           acquisition, net of cash acquired.................    $ 56,243
                                                                  =======


(7)  NEW ACCOUNTING PRONOUNCEMENTS

     In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
     130,  "Reporting  Comprehensive  Income," and SFAS 131,  "Disclosures About
     Segments  of an  Enterprise  and  Related  Information,"  for fiscal  years
     beginning  after  December 15, 1997. In February 1998, the FASB issued SFAS
     132,  "Employers'  Disclosures  About  Pensions  and  Other  Postretirement
     Benefits"  which is effective for fiscal years beginning after December 15,
     1997. These  statements  address  presentation and disclosure  matters that
     currently have no material  impact on the Company's  financial  position or
     results of operations.  The Company believes that it operates solely in one
     business segment and does not anticipate a change in the  identification of
     its business segment.


                                       10
<PAGE>

                                 PART I (Cont.)

                          GENERAL CIGAR HOLDINGS, INC.


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

This Quarterly Report on Form 10-Q contains  forward-looking  statements  within
the  meaning of Section  27A of the  Securities  Act of 1933,  as  amended,  and
Section 21E of the Securities Exchange Act of 1934, as amended.  Such statements
include,  without  limitations,  the Company's beliefs about trends in the cigar
industry  and its views  about the  long-term  future  of the  industry  and the
Company.  The  following  factors,  among  others,  could  cause  the  Company's
financial   performance  to  differ  materially  from  that  expressed  in  such
statements  (i) changes in consumer  preferences  resulting  in a decline in the
demand for and  consumption  of  cigars;  (ii) an  inability  on the part of the
Company to increase production of cigars,  particularly  premium cigars, to meet
demand as a result of, among other things, a shortage of raw materials,  trained
labor or production  capacity,  (iii) an increase in the price of raw materials,
(iv)   additional   governmental   regulation  of  tobacco  or  further  tobacco
litigation,  (v) enactment of new or  significant  increases in existing  excise
taxes, (vi) political and/or economic instability in foreign countries where the
Company has operations and (vii) other risks and  uncertainties set forth in the
Company's other filings with the Securities and Exchange Commission.

As used herein,  references to the "Company" mean General Cigar  Holdings,  Inc.
and its  subsidiaries  General Cigar Co.,  Inc.  ("General  Cigar"),  Villazon &
Company, Inc. ("Villazon"),  Club Macanudo, Inc. ("Club Macanudo"),  and 387 PAS
Corp. ("387 PAS").

LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operating  activities  was $4.2 million in the first quarter of
1998 ("1998 First  Quarter")  compared to net cash of $3.2  million  provided by
operations in the first quarter of 1997 ("1997 First Quarter).  The cash used in
the 1998 First Quarter compared with the cash provided in the 1997 First Quarter
reflected  principally the increase of inventories.  The increase in inventories
of raw materials and supplies reflected  purchases of tobacco to ensure supplies
for future cigar  production.  The  increase in  inventories  of finished  goods
reflected  principally the availability of certain premium cigars  previously in
short supply.  Accounts receivable  decreased $6.3 million during the 1998 First
Quarter as a result of seasonal sales in the fourth quarter of 1997.

Cash used in investing  activities  was $4.9  million in the 1998 First  Quarter
compared to $58.1 million in the 1997 First Quarter.  In the 1998 First Quarter,
investing  activities  consisted of purchases of property and equipment.  In the
1997 First Quarter,  investing activities reflected  principally the acquisition
of Villazon  ($56.2  million)  and  purchases of property  and  equipment  ($1.9
million).

Cash provided by financing activities was $3.5 million in the 1998 First Quarter
compared to $60.6 million in the 1997 First Quarter.  In the 1998 First Quarter,
the Company  increased its total  borrowings to $52.2 million from $48.8 million
as of November 29, 1997.  The  financing  activities  in the 1997 First  Quarter
reflected the bank borrowings used to finance the Villazon Acquisition.

The Company's  working  capital  increased to $141.7 at February 28, 1998,  from
$133.1  million at November 29, 1997.  Long-term  debt increased by $3.5 million
during the same period.


                                       11
<PAGE>

Based on its current  projection  of cash flows,  management  believes that cash
from operations  combined with its revolving  credit facility will be sufficient
to  fund  its  operations.  The  Company  expects  that  it  will  make  capital
expenditures  of  approximately  $22  million in 1998,  principally  to complete
current  manufacturing  capacity expansion projects,  and install a new computer
system.  The  Company  is in the  process  of  increasing  the  capacity  of its
revolving  credit facility to provide the additional  funds that maybe needed to
finance its anticipated future growth.

RESULTS OF OPERATIONS

13 Weeks Ended February 28, 1998 as Compared to 13 Weeks Ended March 1, 1997

Net sales increased 36.0%, or $17.9 million,  to $67.7 million in the 1998 First
Quarter from $49.8 million in the 1997 First Quarter.  The increase in net sales
reflected  principally higher unit sales of cigars,  principally premium cigars,
and higher prices in all cigar categories. The 1997 First Quarter included sales
from the newly acquired Villazon business for two months of the quarter.

Gross profit  increased  47.9%,  or $10.7  million to $33.0  million in the 1998
First  Quarter  from  $22.3  million  in the 1997 First  Quarter.  Gross  margin
increased  to 48.6% in the  1998  First  Quarter  from  44.7% in the 1997  First
Quarter. The increase in gross margin reflected higher prices and the benefit of
relatively higher sales of premium cigars.

Selling,  general and administrative  expenses increased to $20.3 million in the
1998 First Quarter from $14.4 million in the 1997 First Quarter. As a percentage
of net sales,  selling,  general and  administrative  expenses in the 1998 First
Quarter was comparable to those in the 1997 first quarter.

Operating profit increased 60.3%, or $4.7 million,  to $12.6 million in the 1998
First  Quarter from $7.9 million in the 1997 First  Quarter.  As a result of the
higher  gross  margin,  operating  margin  increased  to 18.6% in the 1998 First
Quarter compared to the 15.8% in the prior year's quarter.

Interest expense  decreased 34.6% in the 1998 First Quarter to $0.8 million from
$1.3 million in the 1997 First Quarter.  The higher interest expense in the 1997
First  Quarter   reflects   principally  the  cost  of  financing  the  Villazon
Acquisition.  The bank financing for the  acquisition  and certain of the seller
notes were repaid with the net proceeds from the Offering.

The  provision  for income taxes was $4.2  million in the 1998 First  Quarter as
compared to $2.6 million in the 1997 First Quarter. The lower effective tax rate
of 35.5% in the 1998 First  Quarter  compared to 38.0% in the 1997 First Quarter
reflects a change in the geographical composition of earnings.

As a result of the changes  described  above, net income increased 79.7% to $7.7
million compared to $4.3 million in the 1997 First Quarter.


                                       12
<PAGE>

                           PART II. OTHER INFORMATION

                          GENERAL CIGAR HOLDINGS, INC.



Item 6.     EXHIBITS AND REPORTS ON FORM 8-K
- --------------------------------------------

(a)  EXHIBITS

      The exhibits listed in the following table have been filed as part of this
      Quarterly Report on Form 10-Q.

      Exhibit
      Number                      Description of Exhibit
      -------                     ----------------------

      11        Statement re: computation of per share earnings

      27        Financial Data Schedule

(b)  REPORTS ON FORM 8-K

      No  Report  on Form 8-K was  filed  during  the  quarter  for  which  this
      Quarterly Report on Form 10-Q is filed.


                                       13
<PAGE>

                          GENERAL CIGAR HOLDINGS, INC.


                                   SIGNATURES


Pursuant  to the  requirement  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.



                                           GENERAL CIGAR HOLDINGS, INC.


Date:  April 14, 1998                      By: /s/ Jay M. Green
                                               ----------------
                                               Jay M. Green
                                               Executive Vice President, Chief
                                               Financial Officer and Treasurer
                                               (Principal Financial Officer)


Date:  April 14, 1998                      By: /s/ Joseph Aird
                                               ---------------
                                               Joseph Aird
                                               Senior Vice President,
                                               Controller


                                       14
<PAGE>

                          GENERAL CIGAR HOLDINGS, INC.

                                INDEX TO EXHIBITS



EXHIBIT NO.   DESCRIPTION                                                   PAGE
- --------------------------------------------------------------------------------

   11         Statement re: computation of per share earnings..............  E-2

   27         Financial Data Schedule......................................  E-3




                                       E-1


<TABLE> 
                                                                                                                        Exhibit 11

                                              GENERAL CIGAR HOLDINGS, INC.
                                            COMPUTATION OF PER SHARE EARNINGS
                                      (dollars in thousands except per share data)


<CAPTION>

                                              FOR THE 13 WEEKS ENDED FEBRUARY 28, 1998      FOR THE 13 WEEKS ENDED MARCH 1, 1997
                                              ----------------------------------------    ----------------------------------------
                                                  Income        Shares      Per-Share         Income        Shares      Per-Share
                                               (Numerator)   (Denominator)   Amount        (Numerator)   (Denominator)   Amount
                                               -----------   -------------  ---------      -----------   -------------  ---------
<S>                                              <C>          <C>            <C>             <C>          <C>            <C>
BASIC EPS
   Income available to common stockholders....   $ 7,687      27,590,548     $ 0.28          $ 4,277      26,987,182     $ 0.16
                                                                             ======                                      ======

Effect of Dilutive Securities
   Stock options..............................       -         1,081,039                         -         1,212,818
                                                 -------       ---------                     -------      ----------

DILUTED EPS
   Income available to common
      stockholders + assumed conversions......   $ 7,687      28,671,587     $ 0.27          $ 4,277      28,200,000     $ 0.15
                                                 =======      ==========     ======          =======      ==========     ======

</TABLE>
                                                                             E-2

<TABLE> <S> <C>

<ARTICLE>                          5
<LEGEND>
     THIS SCHEDULE CONTAINS SUMMARY CONSOLIDATED FINANCIAL INFORMATION EXTRACTED
FROM THE  CONSOLIDATED  FINANCIAL  STATEMENTS  OF GENERAL CIGAR  HOLDINGS,  INC.
INCLUDED IN ITS  QUARTERLY  REPORT ON FORM 10-Q FOR THE 13 WEEKS ENDED  FEBRUARY
28, 1998 AND ITS  QUARTERLY  REPORT ON FORM 10-Q FOR THE 13 WEEKS ENDED MARCH 1,
1997,  AND IS  QUALIFIED  IN ITS  ENTIRETY  BY  REFERENCE  TO SUCH  CONSOLIDATED
FINANCIAL STATEMENTS.
</LEGEND>
<CIK>                              0001029456
<NAME>                             GENERAL CIGAR HOLDINGS, INC.
<MULTIPLIER>                       1,000
       
<S>                                          <C>              <C>
<PERIOD-TYPE>                                3-MOS            3-MOS
<FISCAL-YEAR-END>                            NOV-28-1998      NOV-29-1997
<PERIOD-START>                               NOV-30-1997      DEC-01-1996
<PERIOD-END>                                 FEB-28-1998      MAR-01-1997
<CASH>                                              3258             6061
<SECURITIES>                                           0                0
<RECEIVABLES>                                      45803            32600
<ALLOWANCES>                                        1149              514
<INVENTORY>                                       121903            64135
<CURRENT-ASSETS>                                  181572           106819
<PP&E>                                            117896           101767
<DEPRECIATION>                                     46893            43977
<TOTAL-ASSETS>                                    328350           240607
<CURRENT-LIABILITIES>                              39826            99152
<BONDS>                                            50995            66551
                                  0                0
                                            0                0
<COMMON>                                             276                0
<OTHER-SE>                                        275009            47764
<TOTAL-LIABILITY-AND-EQUITY>                      328350           240607
<SALES>                                            67737            49798
<TOTAL-REVENUES>                                   67737            49798
<CGS>                                              34786            27515
<TOTAL-COSTS>                                      34786            27515
<OTHER-EXPENSES>                                       0                0
<LOSS-PROVISION>                                     516              450
<INTEREST-EXPENSE>                                   833             1274
<INCOME-PRETAX>                                    11919             6898
<INCOME-TAX>                                        4232             2621
<INCOME-CONTINUING>                                 7687             4277
<DISCONTINUED>                                         0                0
<EXTRAORDINARY>                                        0                0
<CHANGES>                                              0                0
<NET-INCOME>                                        7687             4277
<EPS-PRIMARY>                                       0.28             0.16
<EPS-DILUTED>                                       0.27             0.15

        

</TABLE>


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