CULBRO CORP
10-Q, 1995-10-17
TOBACCO PRODUCTS
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549


                                    FORM 10Q


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


For the 13 weeks ended September 2, 1995          Commission File No. 1-1210


                               CULBRO CORPORATION

             (Exact name of registrant as specified in its charter)


NEW YORK                                               13-0762310
(state or other jurisdiction of                        (IRS Employer
incorporation or organization)                         Identification Number)

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

Registrant's Telephone Number including Area Code      (212) 561-8700

Former name, former address and former fiscal year,    Not Applicable
if changed since last report

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

Number of shares of Common Stock outstanding at September 29, 1995 - 4,383,613


                                                                    Page 1 of 14

<PAGE>



                               CULBRO CORPORATION


                                      INDEX



PART I - FINANCIAL INFORMATION                                              PAGE


     Consolidated Statement of Operations and
     Retained Earnings - thirteen weeks ended
     September 2, 1995 and August 27, 1994 . . . . . . . . . . . . . . . . . . 3

     Consolidated Statement of Operations and
     Retained Earnings - thirty-nine weeks ended
     September 2, 1995 and August 27, 1994 . . . . . . . . . . . . . . . . . . 4

     Consolidated Balance Sheet
     September 2, 1995 and December 3, 1994. . . . . . . . . . . . . . . . . . 5

     Consolidated Statement of Cash Flows -
     thirty-nine weeks ended September 2, 1995
     and August 27, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

     Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . 7-9

     Management's Discussion and Analysis of
     Financial Condition and Results of Operations . . . . . . . . . . . . 10-11

PART II - OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . 12-13


SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14


                                                                    Page 2 of 14
<PAGE>

                               CULBRO CORPORATION
           CONSOLIDATED STATEMENT OF OPERATIONS AND RETAINED EARNINGS
                  (dollars in thousands except per share data)
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                                       13 Weeks Ended
                                                                                ----------------------------
                                                                                Sept. 2,            Aug. 27,
                                                                                    1995                1994
                                                                                --------            --------
<S>                                                                            <C>                  <C>

Net sales and other revenue                                                    $  55,287            $ 46,760
Costs and expenses:
  Cost of goods sold                                                              32,317              29,368
  Selling, general and administrative expenses                                    15,865              13,323
  Other expense                                                                     -                  4,000
                                                                               ---------            ---------
Operating profit                                                                   7,105                  69
  Loss from equity investments, net                                                  200                  50
  Other nonoperating income, net                                                     486                 586
  Interest expense, net                                                            2,276               2,076
                                                                               ---------            ---------
  Income (loss) before income tax provision (benefit)                              5,115              (1,471)
  Income tax provision (benefit)                                                   2,070                (325)
                                                                               ---------            ---------
Net income (loss)                                                                  3,045              (1,146)
Retained earnings - beginning of period                                          105,009              99,532
                                                                               ---------            ---------
Retained earnings - end of period                                              $ 108,054            $ 98,386
                                                                               ---------            ---------
                                                                               ---------            ---------

Net income (loss) per common  share                                            $    0.67            $  (0.27)
                                                                               ---------            ---------
                                                                               ---------            ---------

Weighted average common shares and equivalents outstanding                     4,538,000            4,308,000
                                                                               ---------            ---------
                                                                               ---------            ---------

</TABLE>


SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                                                    Page 3 of 14
<PAGE>

                               CULBRO CORPORATION
           CONSOLIDATED STATEMENT OF OPERATIONS AND RETAINED EARNINGS
                  (dollars in thousands except per share data)
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                                         39 Weeks Ended
                                                                                -----------------------------

                                                                                 Sept. 2,            Aug. 27,
                                                                                     1995                1994
                                                                                ---------           ---------
<S>                                                                             <C>                 <C>

Net sales and other revenue                                                     $ 160,336           $ 134,619
Costs and expenses:
  Cost of goods sold                                                               97,630              85,446
  Selling, general and administrative expenses                                     44,065              39,430
  Other expense                                                                      -                  4,000
                                                                                ---------           ---------
Operating profit                                                                   18,641               5,743
  Gain on insurance settlement                                                      2,105                -
  Gain on sale of Eli Witt stock                                                     -                  2,691
  Loss from equity investments, net                                                    50               2,003
  Other nonoperating income, net                                                      644                 812
  Interest expense, net                                                             7,078               6,065
                                                                                ---------           ---------
  Income before income tax provision                                               14,262               1,178
  Income tax provision                                                              5,705               1,137
                                                                                ---------           ---------
Net income                                                                          8,557                  41
Retained earnings - beginning of period                                            99,497              98,345
                                                                                ---------           ---------
Retained earnings - end of period                                               $ 108,054           $  98,386
                                                                                ---------           ---------
                                                                                ---------           ---------

Net income per common share                                                     $    1.95           $    0.01
                                                                                ---------           ---------
                                                                                ---------           ---------

Weighted average common shares and equivalents outstanding                      4,386,000           4,308,000
                                                                                ---------           ---------
                                                                                ---------           ---------

</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                                                    Page 4 of 14
<PAGE>

                               CULBRO CORPORATION
                           CONSOLIDATED BALANCE SHEET
                  (dollars in thousands except per share data)


<TABLE>
<CAPTION>

                                                                                  Sept. 2,           Dec. 3,
                                                                                      1995              1994
                                                                                  --------          --------
                                                                                (UNAUDITED)
<S>                                                                             <C>                 <C>

ASSETS

Current Assets
Cash and cash equivalents                                                       $      689          $  6,682
Receivables, less allowance of $1,409 (1994 - $1,426)                               27,930            25,084
Inventories                                                                         71,154            68,189
Other current assets                                                                 6,978             5,759
                                                                                  --------          --------

Total current assets                                                               106,751           105,714

Property and equipment, net                                                         75,817            76,873
Real estate held for sale or lease, net                                             30,157            31,373
Investment in Series B preferred stock of The Eli Witt Company                      14,533            12,773
Investment in real estate joint ventures                                             7,867             7,864

Other, including investment in Centaur
 Communications Limited of $14,495 (1994-$14,545)                                   18,777            19,643
Intangible assets, net                                                              18,494            18,997
                                                                                  --------          --------

Total assests                                                                     $272,396          $273,237
                                                                                  --------          --------
                                                                                  --------          --------
LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
Accounts payable and accrued liabilities                                          $ 22,232          $ 22,885
Long-term debt due within one year                                                   9,070             4,158
Income taxes                                                                         2,072               299
                                                                                  --------          --------

Total current liabilities                                                           33,374            27,342

Long-term debt                                                                      87,471            98,976
Accrued retirement benefits                                                         15,819            15,227
Deferred income taxes                                                                5,305             4,765
Other noncurrent liabilities and deferred credits                                    8,877            14,890
                                                                                  --------          --------
Total liabilities                                                                  150,846           161,200
                                                                                  --------          --------

Shareholders' Equity
Common stock, par value $1
   Authorized - 10,000,000 shares, Issued - 4,549,190 shares                        4,549              4,549
Capital in excess of par value                                                     12,914             13,296
Retained earnings                                                                 108,054             99,497
                                                                                  --------          --------
                                                                                  125,517            117,342
Less - Common stock in Treasury, at cost, 180,077 shares
  (1994- 240,902)                                                                  (3,967)            (5,305)
                                                                                  --------          --------
Total shareholders' equity                                                        121,550            112,037
                                                                                  --------          --------

Total liabilities and shareholders' equity                                       $272,396           $273,237
                                                                                  --------          --------
                                                                                  --------          --------

</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                                                    Page 5 of 14
<PAGE>

                               CULBRO CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                             (dollars in thousands)
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                                      39 Weeks Ended
                                                                               ----------------------------
                                                                               Sept.  2,           Aug. 27,
                                                                                    1995               1994
                                                                               ---------           --------
<S>                                                                            <C>                <C>

OPERATING ACTIVITIES:
Net income                                                                     $  8,557            $     41
Adjustments to reconcile net income
 to net cash provided by operating activities:
     Depreciation and amortization                                                5,843               5,409
     Gain on sale of Eli Witt common stock                                         -                 (2,691)
     Gain on insurance settlement                                                (2,105)               -
     Loss from equity investments                                                    50               2,003
     Discount and interest on subordinated note                                   1,760                 812
     Accrued dividends and accretion income on
       Series B preferred stock of Eli Witt                                      (1,760)               (812)
     Provision for bad debts                                                        279                 308
     Changes in assets and liabilities:
          Decrease in real estate held for sale or lease                          1,216               3,983
          (Increase) decrease in inventories                                     (2,965)                414
          (Increase) decrease in accounts receivable                             (3,125)              1,041
          Decrease in accounts payable and accrued liabilities                     (653)             (2,401)
          Increase  in income taxes payable                                       1,773               1,142
          Increase (decrease) in deferred income taxes                              540              (2,276)

Other, net                                                                       (2,550)               (862)
                                                                               --------            --------
Net cash provided by operating activities                                         6,860               6,111
                                                                               --------            --------

INVESTING ACTIVITIES:
Investment in Eli Witt subordinated note                                         (5,000)               -
Additions to property and equipment                                              (3,805)             (2,961)
Proceeds from insurance settlement                                                2,225                -
Proceeds from sale of Eli Witt common stock                                        -                    672
                                                                               --------            --------
Net cash used in investing activities                                            (6,580)             (2,289)
                                                                               --------            --------

FINANCING ACTIVITIES:
Payments of debt                                                                (12,226)            (20,357)
Increase in debt                                                                  5,000              16,328
Proceeds from exercise of stock options                                             953                -
                                                                               --------            --------
Net cash used in financing activities                                            (6,273)             (4,029)
                                                                               --------            --------

Net decrease  in cash and cash equivalents                                       (5,993)               (207)

Cash and cash equivalents at beginning of period                                  6,682                 875
                                                                               --------            --------

Cash and cash equivalents at end of period                                     $    689            $    668
                                                                               --------            --------
                                                                               --------            --------

</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                                                    Page 6 of 14
<PAGE>


                               CULBRO CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (dollars in thousands except per share data)
                                   (unaudited)


A.        The unaudited financial statements included in this report have been
     prepared in conformity with the standards of accounting measurement set
     forth in Accounting Principles Board Opinion No. 28 and any amendments
     thereto adopted by the Financial Accounting Standards Board.  Also, the
     financial statements have been prepared in accordance with the accounting
     policies stated in the Corporation's 1994 Annual Report to Shareholders
     included in Form 10K, and should be read in conjunction with the Notes to
     Consolidated Financial Statements appearing in that report.  All
     adjustments which are, in the opinion of management, necessary for a fair
     presentation of results for the interim periods have been reflected.

          The results of operations for the third quarter and nine-month period
     ended September 2, 1995 are not necessarily indicative of the results to be
     expected for the full year.

B.       The Corporation recently ended negotiations with Tabacalera, S.A.
     ("Tabacalera") regarding the previously announced letter of intent to sell
     a 51% interest in the Corporation's subsidiary, General Cigar Co., Inc.
     ("General Cigar"), to Tabacalera for $100 million.  The Corporation and
     Tabacalera were unable to complete a satisfactory agreement.  See Item 6
     (b).

          The Corporation was awaiting the outcome of the proposed Tabacalera
     transaction before initiating negotiations with its banks to replace its
     current Credit Agreement, which was scheduled to terminate on June 30,
     1996.  After the conclusion of negotiations with Tabacalera, the
     Corporation and its banks agreed to extend the Credit Agreement through
     December 31, 1996.  The Corporation intends to negotiate a new credit
     agreement in the next six months.

C.        On April 21, 1995, the Corporation invested $5 million in The Eli Witt
     Company ("Eli Witt") in the form of a subordinated note due August 1, 1998
     in connection with Eli Witt's refinancing of its bank Credit Agreement.
     The note is subordinate to Eli Witt's senior debt, which includes its bank
     Credit Agreement. This investment is reflected as a charge against the
     negative basis in the Corporation's common equity investment in Eli Witt
     that existed at the time of the deconsolidation of Eli Witt last year.  The
     Corporation's remaining negative basis in Eli Witt as of September 2, 1995
     is approximately $1.5 million and is reflected as a deferred credit on the
     Corporation's balance sheet.

          The Corporation accounts for its ownership of 50.1% of Eli Witt's
     outstanding common stock under the equity method of accounting.  Eli Witt
     has a common deficit.  Accordingly, the Corporation will not recognize
     results of Eli Witt until Eli Witt's common deficit is recouped.

D.        On April 21, 1995, the Corporation entered into a $5 million mortgage
     on its New York City  office building.  The mortgage, which bears interest
     at LIBOR plus 2%, matures on March 31, 1999 and requires periodic payments
     of interest only until maturity.  Mortgage proceeds were used by the
     Corporation to invest in the Eli Witt subordinated note (see Note C).

E.        In the 1995 third quarter, options to purchase 22,400 shares under the
     1991 Employees Incentive Stock Option Plan were exercised at a price of
     $18.00 per share, generating proceeds of $403.  In the nine month period,
     options to purchase 60,600 shares under that plan were exercised at prices
     ranging from $14.00 to $18.00 per share, generating proceeds of $953.  The
     changes in Capital in Excess of Par Value and Common Stock in Treasury
     reflect the exercise of these stock options.


                                                                    Page 7 of 14
<PAGE>

F.   Supplemental Financial Statement Information

     Gain On Insurance Settlement

          The nine-month period ended September 2, 1995 includes a gain from
     settlement of the property insurance claim related to a fire last year at
     an administration and warehouse facility owned and operated by General
     Cigar.  The gain reflects proceeds of $2,225 less the writeoff of the
     destroyed building.  Other insurance claims related to the fire are still
     pending.

     Other Expense

          The other expense of $4,000 in the 1994 third quarter and nine month
     period reflects a $3,600 charge, in the Connecticut real estate business,
     to write off development costs expended in earlier years for certain
     discontinued projects, and a $400 charge to close a facility in the
     industrial products business.

     Other Nonoperating Income, Net

          Other nonoperating income, net, in the 1995 third quarter and nine-
     month period reflects accrued dividends and accretion income on the Series
     B preferred stock of Eli Witt held by the Corporation partially offset by
     expenses of approximately $0.1 million and $1.1 million, in the third
     quarter and nine month period respectively, related to the Corporation's
     involvement and support for the recent refinancing of Eli Witt.  In the
     1994 third quarter and nine-month period, other nonoperating income
     reflected accrued dividends and accretion income on the Eli Witt preferred
     stock.

          The accrued dividends and accretion income on the Eli Witt preferred
     stock equal the accrued interest expense related to the Corporation's
     subordinated note.  The Corporation has the unilateral right to exchange
     the Eli Witt preferred stock in satisfaction of the subordinated note and
     all accrued interest upon the note's maturity in August, 1998.

<TABLE>
<CAPTION>

                                             Sept. 2,             Dec. 3,
                                                 1995                1994
                                             --------            --------
<S>                                          <C>                 <C>

Inventories
   Inventories consist of:
   Raw materials and supplies                $ 33,031            $ 32,645
   Work-in-process                             18,865              18,490
   Finished goods                              19,258              17,054
                                             --------            --------
                                             $ 71,154            $ 68,189
                                             --------            --------
                                             --------            --------

<CAPTION>

                                             Sept. 2,            Dec. 3,
                                               1995                1994
                                             --------            --------
<S>                                          <C>                 <C>

Property And Equipment
   Property and equipment consist of:
   Land                                      $ 11,248            $ 11,303
   Buildings                                   63,584              62,366
   Machinery and equipment                     60,260              58,592
   Accumulated depreciation                   (59,275)            (55,388)
                                             --------            --------
                                             $ 75,817            $ 76,873
                                             --------            --------
                                             --------            --------

                                                                    Page 8 of 14

<PAGE>


<CAPTION>

                                             Sept. 2,            Aug. 27,
                                                1995                  1994
                                             --------            --------
<S>                                          <C>                 <C>

Cash Flow
   Cash paid during the period for
   Interest, net of amounts capitalized      $  5,329            $  6,107
                                             --------            --------
   Income taxes, net                         $  2,864            $  2,356
                                             --------            --------
                                             --------            --------

</TABLE>


                                                                    Page 9 of 14
<PAGE>


                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity And Capital Resources

     An increase in cash provided by operating activities in the 1995 nine month
period, as compared to last year, reflects higher net income substantially
offset by increases in accounts receivable and inventories.  The higher net
income principally reflects higher operating profit from the Corporation's
businesses (discussed below).  The increase in accounts receivable was
principally in the Corporation's cigar business, General Cigar Co., Inc.
("General Cigar").  The increase of inventories principally reflects a seasonal
increase in the nursery products business, Imperial Nurseries, Inc. ("Imperial
Nurseries").

     Net cash used in investing activities increased in 1995 due to the $5
million additional investment the Corporation made in The Eli Witt Company ("Eli
Witt") partially offset by the proceeds from the settlement of the Corporation's
property insurance claim (see Note F).  The additional investment in Eli Witt
was in the form of a subordinated note due August 1, 1998.  The Corporation does
not anticipate any further significant capital outlays for the remainder of the
year, other than normal capital expenditures.

     Cash used in financing activities reflects the payments of debt, using cash
generated from operations and the cash on hand at year end '94.  The increase in
debt reflects the proceeds from a $5 million mortgage obtained in April, 1995 on
the Corporation's New York City office building.  The mortgage bears interest,
adjusted periodically, at LIBOR plus 2% and requires payments of interest only
until maturity in March, 1999.  The mortgage proceeds were used in the
Corporaton's additional investment in Eli Witt.

     Through September 2, 1995, the Corporation's availability under its Credit
Agreement increased $9 million and is currently $27 million below the Credit
Agreement's commitment.  The Corporation was awaiting the outcome of the
proposed Tabacalera transaction before initiating negotiations with its banks to
replace its current Credit Agreement, which was scheduled to terminate on June
30, 1996.  After the conclusion of negotiations with Tabacalera, the Corporation
and its banks agreed to extend the Credit Agreement through December 31, 1996.
The Corporation intends to negotiate a new credit agreement in the next six
months.

     Management believes that cash flow from operations and the Corporation's
existing liquidity will be sufficient to meet its maturing obligations and
normal capital expenditures.

Results Of Operations

     The increase in net income in both the 1995 third quarter and nine-month
period versus the comparable 1994 periods principally reflects overall higher
operating profit from the Corporation's businesses in the current year and the
effect of a $4.0 million nonrecurring expense in the 1994 third quarter.  This
reflected a $3.6 million charge at Culbro Land Resources, Inc. ("CLR") the
Corporation's Connecticut real estate business, to write off development costs
expended in earlier years for certain discontinued projects, and a $400,000
charge to close a facility at CMS Gilbreth Packaging Systems, Inc. ("CMS
Gilbreth") in the industrial products business.

     Operating profit at General Cigar in the third quarter and nine-month
period was substantially higher due to increased sales and improved margins.
Cigar sales increased over 35% in both the third quarter and nine-month period,
as compared to last year.  These increases reflected higher volume, due to the
continuing resurgence of the cigar industry, and to a lesser extent, increased
prices.  Higher margins on cigar sales reflected the price increases and the
increased absorption of fixed costs due to the increased volume.

     Operating profit of Imperial Nurseries increased in the third quarter and
nine-month period.  Although volume remained substantially unchanged as compared
to last year,


                                                                Page 10 of 14
<PAGE>

improved pricing and lower costs led to the higher operating profit.  Pricing
improvements reflected overall industry conditions and a shift in sales to more
profitable market segments.

     In the industrial products business, operating profit at CMS Gilbreth was
substantially unchanged in the third quarter and nine-month period, excluding
the effect of last year's one time charge to close a facility.  Higher operating
profit on sales of packaging machinery, reflecting increased volume, was
substantially offset by lower profit from sales of packaging materials.  The
change in label technology by CMS Gilbreth's largest customer of packaging
materials resulted in the lower sales volume of packaging materials.

     Excluding last year's nonrecurring charge, operating profit at CLR
decreased in the third quarter as compared to last year principally due to the
effect of a land sale in the 1994 third quarter.   Increased sales of
residential lots in the current year partially offset the effect of the 1994
land sale.  In the nine-month period, excluding last year's nonrecurring charge,
CLR's operating profit was substantially unchanged from last year, as lower
general and administrative expenses offset higher profit from 1994 land sales.

     In 1995, results from equity investments reflect the Corporation's
investment in Centaur Communication Ltd., ("Centaur") which had slightly lower
results in 1995 as compared to last year.  In 1994, results from equity
investments included Centaur and the Corporation's equity in Eli Witt's losses
through the April 25, 1994 deconsolidation of Eli Witt (see Note C).

     In the 1995 nine-month period, the gain from an insurance settlement
reflects a property insurance claim from a fire last year that destroyed a
facility used by General Cigar in its tobacco growing operation.  Other claims
related to the fire are still pending.  The other nonoperating income in the
nine-month period reflects accrued dividends and accretion income on the Eli
Witt preferred stock held by the Corporation, partially offset by certain
expenses incurred by the Corporation in connection with its involvement and
support of the refinancing of Eli Witt earlier this year. The accrued dividends
and accretion income equal the accrued interest expense on the Corporation's
subordinated note.  The Eli Witt preferred stock is exchangeable, at the
Corporation's option, for the subordinated note and all accrued interest at the
note's maturity in August, 1998.

     Higher interest expense in the nine-month period reflected the higher
interest accrued under the subordinated note as compared to the rate on debt
repaid with the proceeds of the note last year, partially offset by the
Corporation's lower overall debt level in 1995 versus last year.

     The lower effective tax rate in the 1995 nine-month period as compared to
last year's comparable period reflects the effect in 1994 of after tax losses of
Eli Witt and the impact of state income taxes.


                                                                   Page 11 of 14
<PAGE>

PART II - OTHER INFORMATION

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8K

(a) EXHIBIT 11      -    Computation of Net Income (Loss) Per Common Share
                         (in thousands, except per share data)

PRIMARY
<TABLE>
<CAPTION>

                                                       13 Weeks Ended
                                             ------------------------------
                                               Sept. 2,            Aug. 27,
                                                   1995                1994
                                             ----------          ----------
<S>                                          <C>                 <C>

Net income (loss)                            $    3,045          $   (1,146)
                                             ----------          ----------
                                             ----------          ----------

Weighted average common shares                4,357,000           4,308,000
outstanding

Net effect of dilutive stock options
based on the treasury stock method using
average market price                            181,000               -
                                             ----------          ----------

Total                                         4,538,000           4,308,000
                                             ----------          ----------
                                             ----------          ----------

Net income (loss) per common share           $     0.67          $   (0.27)
                                             ----------          ----------
                                             ----------          ----------

<CAPTION>

                                                       39 Weeks Ended
                                             ------------------------------
                                               Sept. 2,            Aug. 27,
                                                   1995                1994
                                             ----------          ----------
<S>                                          <C>                 <C>

Net Income                                   $    8,557          $       41
                                             ----------          ----------
                                             ----------          ----------

Weighted average common shares and
equivalents outstanding:
  1st quarter                                 4,308,000           4,308,000
  2nd quarter                                 4,312,000           4,308,000
  3rd quarter                                 4,538,000           4,308,000
                                             ----------          ----------
                                             13,158,000          12,924,000
  divided by                                          3                   3
                                             ----------          ----------

Total                                         4,386,000           4,308,000
                                             ----------          ----------
                                             ----------          ----------

Net income per common share                  $     1.95          $     0.01
                                             ----------          ----------
                                             ----------          ----------


                                                                   Page 12 of 14
<PAGE>

Exhibit 11  (cont.)

FULLY DILUTED

<CAPTION>

                                                       13 Weeks Ended
                                             ------------------------------
                                               Sept. 2,            Aug. 27,
                                                   1995                1994
                                             ----------          ----------
<S>                                          <C>                 <C>

Net income (loss)                            $    3,045          $   (1,146)
                                             ----------          ----------
                                             ----------          ----------

Weighted average common shares                4,357,000           4,308,000
outstanding

Net effect of dilutive stock options
based on the treasury stock method using
ending market price                             202,000                -
                                             ----------          ----------

Total                                         4,559,000           4,308,000
                                             ----------          ----------
                                             ----------          ----------

Net income (loss) per common share           $     0.67          $    (0.27)
                                             ----------          ----------
                                             ----------          ----------

<CAPTION>

                                                       39 Weeks Ended
                                             ------------------------------
                                               Sept. 2,            Aug. 27,
                                                   1995                1994
                                             ----------          ----------
<S>                                          <C>                 <C>

Net income                                   $    8,557          $       41
                                             ----------          ----------
                                             ----------          ----------

Weighted average common shares and
equivalents:
   1st quarter                                4,308,000           4,308,000
   2nd quarter                                4,312,000           4,308,000
   3rd quarter                                4,559,000           4,308,000
                                             ----------          ----------
                                             13,179,000          12,924,000
   divided by:                                        3                   3
                                             ----------          ----------

Total                                         4,393,000           4,308,000
                                             ----------          ----------
                                             ----------          ----------

Net income per common share                  $     1.95          $     0.01
                                             ----------          ----------
                                             ----------          ----------

</TABLE>



(b)  A Form 8K was filed by the Corporation on October 3, 1995 with respect to
     the Corporation's announcement on September 27, 1995 that it had ended its
     previously announced negotiations for Tabacalera, S.A. to acquire a 51%
     interest in the Corporation's General Cigar subsidiary for $100,000,000.


                                                                   Page 13 of 14
<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.




                                   CULBRO CORPORATION



     Date: October 16, 1995        /s/ Jay M. Green
                                   ------------------------
                                   Jay M. Green
                                   Executive Vice President
                                   Chief Financial Officer and Treasurer




     Date: October 16, 1995        /s/ Joseph Aird
                                   ------------------------
                                   Joseph Aird
                                   Vice President - Controller


                                                                   Page 14 of 14


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