<PAGE>
THIS DOCUMENT IS A COPY OF THE FORM 10Q FILED ON OCTOBER 16, 1996
PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION
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 August 31, 1996 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 incorporation or (IRS Employer
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) 448-3800
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 30, 1996 - 4,511,593
Page 1 of 15
<PAGE>
CULBRO CORPORATION
INDEX
PART I - FINANCIAL INFORMATION PAGE
Consolidated Statement of Operations and
Retained Earnings - thirteen weeks ended
August 31, 1996 and September 2, 1995.....................................3
Consolidated Statement of Operations and
Retained Earnings - thirty-nine weeks ended
August 31, 1996 and September 2, 1995.....................................4
Consolidated Balance Sheet
August 31, 1996 and December 2, 1995......................................5
Consolidated Statement of Cash Flows -
thirty-nine weeks ended August 31, 1996
and September 2, 1995.....................................................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...............................................12-14
SIGNATURES...................................................................15
Page 2 of 15
<PAGE>
CULBRO CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS AND RETAINED EARNINGS
(dollars in thousands except per share data)
(unaudited)
<TABLE>
<CAPTION>
13 Weeks Ended
------------------
August 31, September 2,
1996 1995
-------- --------
<S> <C> <C>
Net sales and other revenue $50,831 $ 43,329
Costs and expenses:
Cost of goods sold 28,107 24,411
Selling, general and administrative expenses 15,503 12,972
-------- --------
Operating profit 7,221 5,946
Loss from equity investment (131) (200)
Other nonoperating income, net 587 486
Interest expense, net 2,406 2,268
-------- --------
Income before income tax provision 5,271 3,964
Income tax provision 2,144 1,475
-------- --------
Income from continuing operations 3,127 2,489
-------- --------
Discontinued operation:
Income from operations, net of taxes of $595 in 1995 - 556
Provision for loss on sale, net of tax benefit and reversal
of excess deferred taxes of $4,316 (1,311) -
-------- --------
(Loss) income from discontinued operation (1,311) 556
-------- --------
Net income 1,816 3,045
Retained earnings - beginning of period 114,987 105,009
-------- --------
Retained earnings - end of period $ 116,803 $ 108,054
-------- --------
-------- --------
Income per common share from continuing operations $ 0.67 $ 0.55
(Loss) income per common share from discontinued operation (0.28) 0.12
-------- --------
Net income per common share $ 0.39 $ 0.67
-------- --------
-------- --------
Weighted average common shares and equivalents outstanding 4,678,000 4,538,000
-------- --------
-------- --------
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Page 3 of 15
<PAGE>
CULBRO CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS AND RETAINED EARNINGS
(dollars in thousands except per share data)
(unaudited)
<TABLE>
<CAPTION>
39 Weeks Ended
---------------------------
August 31, September 2,
1996 1995
---------- ----------
<S> <C> <C>
Net sales and other revenue $ 137,505 $ 120,846
Costs and expenses:
Cost of goods sold 79,113 71,963
Selling, general and administrative expenses 41,952 35,150
---------- ----------
Operating profit 16,440 13,733
Income (loss) from equity investment 26 (50)
Other nonoperating income, net 1,511 644
Gain on insurance settlement - 2,105
Interest expense, net 6,950 7,053
----------- -----------
Income before income tax provision 11,027 9,379
Income tax provision 4,367 3,489
----------- -----------
Income from continuing operations 6,660 5,890
----------- -----------
Discontinued operation:
Income from operations, net of taxes of $527 (1995-$2,216) 768 2,667
Provision for loss on sale, net of tax benefit and reversal
of excess deferred taxes of $4,316 (1,311) -
----------- -----------
(Loss) income from discontinued operation (543) 2,667
----------- -----------
Net income 6,117 8,557
Retained earnings - beginning of period 110,686 99,497
----------- -----------
Retained earnings - end of period $ 116,803 $ 108,054
----------- -----------
----------- -----------
Income per common share from continuing operations $ 1.43 $ 1.34
(Loss) income per common share from discontinued operation (0.12) 0.61
----------- -----------
Net income per common share $ 1.31 $ 1.95
----------- -----------
----------- -----------
Weighted average common shares and equivalents outstanding 4,656,000 4,386,000
----------- -----------
----------- -----------
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Page 4 of 15
<PAGE>
CULBRO CORPORATION
CONSOLIDATED BALANCE SHEET
(dollars in thousands except per share data)
<TABLE>
<CAPTION>
August 31, December 2,
1996 1995
---------- ----------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 3,190 $ 6,523
Receivables, less allowance of $925 (1995 - $803) 28,845 28,377
Inventories 79,230 63,774
Other current assets 7,011 4,884
--------- ---------
Total current assets 118,276 103,558
Property and equipment, net 64,006 61,059
Real estate held for sale or lease, net 29,007 29,959
Investment in Series B preferred stock of
The Eli Witt Company 16,883 15,122
Investment in real estate joint ventures 7,478 7,964
Other, including investment in Centaur
Communications Limited of $14,418 (1995 - $14,392) 18,023 18,048
Net assets of discontinued operation 36,879 42,396
--------- ---------
Total assets $ 290,552 $ 278,106
--------- ----------
--------- ----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities $ 17,611 $ 27,363
Long-term debt due within one year 8,490 8,988
Income taxes 2,841 2,610
--------- ----------
Total current liabilities 28,942 38,961
Long-term debt 99,398 84,302
Accrued retirement benefits 17,045 16,148
Deferred income taxes 3,646 5,622
Other noncurrent liabilities and deferred credits 8,739 8,098
--------- ----------
Total liabilities 157,770 153,131
--------- ----------
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 12,335 13,276
Retained earnings 116,803 110,686
--------- ----------
133,687 128,511
Less - Common stock in Treasury, at cost, 37,537 shares
(1995 - 159,045) (905) (3,536)
--------- ----------
Total shareholders' equity 132,782 124,975
--------- ----------
Total liabilities and shareholders' equity $ 290,552 $ 278,106
--------- ----------
--------- ----------
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Page 5 of 15
<PAGE>
CULBRO CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
39 Weeks Ended
------------------
August 31, September 2,
1996 1995
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 6,117 $ 8,557
Adjustments to reconcile net income
to net cash (used in) provided by operating activities:
Depreciation and amortization 3,284 3,720
Loss (income) from discontinued operation, net 543 (2,667)
Gain on insurance settlement - (2,105)
(Income) loss from equity investment (26) 50
Discount and interest on subordinated note 1,760 1,760
Accrued dividends and accretion income on
Series B preferred stock of Eli Witt (1,760) (1,760)
Provision for bad debts 228 135
Changes in assets and liabilities:
Increase in accounts receivable (696) (2,885)
Increase in inventories (15,456) (2,429)
Decrease in real estate held for sale or lease, net 952 1,216
Decrease in accounts payable and accrued liabilities (9,752) (396)
Increase in income taxes payable 1,865 1,773
Increase in deferred income taxes 1,024 540
Other, net (613) (2,484)
------------ ---------
Net cash (used in) provided by operating activities of continuing operations (12,530) 3,025
Net cash provided by discontinued operation 341 4,166
------------ ---------
Net cash (used in) provided by operating activities (12,189) 7,191
------------ ---------
INVESTING ACTIVITIES:
Additions to property and equipment (6,809) (2,916)
Investment in Eli Witt subordinated note - (5,000)
Proceeds from insurance settlement - 2,225
------------ ---------
Net cash used in investing activities (6,809) (5,691)
------------ ---------
FINANCING ACTIVITIES:
Increase in debt 21,516 5,000
Proceeds from exercise of stock options 1,688 953
Payments of debt (7,539) (12,222)
------------ ---------
Net cash provided by (used in) financing activities 15,665 (6,269)
------------ ---------
Net decrease in cash and cash equivalents (3,333) (4,769)
Cash and cash equivalents at beginning of period 6,523 6,938
------------ ---------
Cash and cash equivalents at end of period $ 3,190 $ 2,169
------------ ---------
------------ ---------
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Page 6 of 15
<PAGE>
CULBRO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands except per share data)
(unaudited)
1. The unaudited financial statements of Culbro Corporation (the
"Corporation") 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 1995 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 August 31, 1996 are not necessarily indicative of the results to be
expected for the full year.
2. On June 5, 1996, the Corporation and its banks entered into an $85
million Second Amended and Restated Credit Agreement ("1996 Credit
Agreement") which replaced the existing Credit Agreement that was scheduled
to terminate in March 1997. The 1996 Credit Agreement provides the
Corporation with a revolving credit line up to $65 million for general
working capital purposes and $20 million for the repayment of the
Corporation's Senior Notes, of which $7 million was used for the Senior
Note payment made in the third quarter. The 1996 Credit Agreement has an
interest rate of LIBOR plus a margin of 1 1/4%, and in lieu of compensating
balance requirements, the Corporation pays a commitment fee of 3/8 of 1%
per annum on the unused available balance. The 1996 Credit Agreement
terminates in May 1999 and includes limitations on indebtedness, capital
expenditures, investments, dividends and significant transactions (as
defined).
3. The Corporation had previously announced its intent to sell its
labeling and packaging systems business, CMS Gilbreth Packaging Systems,
Inc. ("CMS Gilbreth"), because that business no longer meets the
Corporation's strategic direction. The Corporation signed a definitive
agreement for the sale of CMS Gilbreth and expects the transaction to be
completed in the fourth quarter. The Corporation has estimated a pretax
loss on the sale of CMS Gilbreth of approximately $5.6 million, which is
net of expenses of sale and operating profit of approximately $0.7 million
projected to be earned during the phase-out period. The Corporation
previously anticipated that it would realize a slight gain on sale, however
the lower than expected earnings of CMS Gilbreth resulted in a lower sales
price for the business.
CMS Gilbreth is reported as a discontinued operation in the
accompanying financial statements. Accordingly, the Corporation's results
of continuing operations do not include CMS Gilbreth. Financial statements
of the prior periods have been restated to reflect the current
presentation. Net sales and other revenue of CMS Gilbreth in the 1996
third quarter and nine month period were $11,039 and $34,477 respectively,
and $11,958 and $39,490, respectively, in the 1995 third quarter and nine
month period.
Net assets of CMS Gilbreth include the following:
Aug. 31, Dec. 2,
1996 1995
-------- --------
Current assets $ 15,293 $ 13,839
Property and equipment, net 12,991 14,147
Intangible assets, net 17,600 18,271
Other assets 1,412 1,143
-------- --------
Total assets 47,296 47,400
Current liabilities, including estimated
provision for loss on sale 10,417 5,004
-------- --------
$ 36,879 $ 42,396
-------- --------
-------- --------
Page 7 of 15
<PAGE>
4. In the nine-month period ended August 31, 1996, options to purchase
124,286 shares under the Corporation's stock option plans were exercised at
prices ranging from $4.00 to $27.00 per share, generating proceeds of
$1,688. The changes in Capital in Excess of Par Value and Common Stock in
Treasury reflect the exercise of those stock options.
5. Supplemental Financial Statement Information
Investments in Real Estate Joint Ventures
Included in the 1996 third quarter and nine month operating profit is
a pretax charge of approximately $0.4 million for a loss on sale of all the
operating properties by a joint venture in which the Corporation had a 30%
equity ownership. The transaction was completed subsequent to the end of
the third quarter.
Gain on Insurance Settlement
The 1995 nine-month period included a gain from the settlement of the
property insurance claim related to a fire in 1994 at an administration and
warehouse facility owned and operated by the Corporation's subsidiary,
General Cigar Co., Inc. ("General Cigar"). The gain reflected proceeds of
$2,225 less the writeoff of the destroyed building. A remaining insurance
claim related to the fire is still pending.
Inventories
Inventories consist of:
Aug. 31, Dec. 2,
1996 1995
------- -------
Raw materials and supplies $ 43,972 $ 31,163
Work-in-process 18,967 14,236
Finished goods 16,291 18,375
------- -------
$ 79,230 $ 63,774
------- -------
------- -------
Property and Equipment
Property and equipment consist of:
Aug. 31, Dec. 2,
1996 1995
------- -------
Land $10,198 $ 10,516
Buildings 60,407 58,504
Machinery and equipment 44,000 39,730
Accumulated depreciation (50,599) (47,691)
------- -------
$64,006 $ 61,059
------- -------
------- -------
Page 8 of 15
<PAGE>
Results from Equity Investments
The Corporation's income from equity investments in the 1996 and 1995
nine month periods reflects the results of Centaur Communications Limited,
the publishing business in the United Kingdom, in which the Corporation
owns an equity interest of approximately 25%. In 1995 and in the 1996 nine
month period, the Corporation did not recognize any results from its
investment in The Eli Witt Company ("Eli Witt"), because of the
Corporation's negative basis in its common equity investment in Eli Witt.
The Corporation will not recognize the results of Eli Witt until the
negative basis in its common equity investment in Eli Witt is eliminated.
Summarized operating results of Eli Witt are as follows:
39 Weeks Ended
--------------
Aug. 31, Sept. 2,
1996 1995
--------- -------
Net sales and other revenue $ 844,045 $1,153,895
Operating loss (5,307) (5,003)
(Loss) gain on disposition of divisions (917) 1,400
Net loss (12,432) (9,930)
Net loss applicable to common stockholders (14,844) (12,676)
Page 9 of 15
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Corporation's use of cash in continuing operating activities, as
compared to cash generated from operating activities last year, principally
reflects an increase in inventories and a decrease in accounts payable and
accrued liabilities in 1996. The higher inventories primarily include
purchases of tobacco by General Cigar primarily to meet an anticipated
increase in production of its premium cigars. The decrease in accounts
payable and accrued liabilities principally reflects incentive compensation
and other items that were accrued at year end 1995 and paid in 1996. Lower
cash provided by the Corporation's discontinued operation, CMS Gilbreth,
reflects lower profit in that business.
Additions to property and equipment include principally facility
expansion and equipment purchases to increase production capacity at General
Cigar and leasehold improvements and equipment purchases for Club Macanudo,
Inc., ("Club Macanudo"), the Corporation's cigar bar that opened on May 1,
1996 in New York City. Cash provided by financing activities reflects an
increase in the amount outstanding under the Corporation's revolving credit
facility and proceeds from the exercise of stock options. The cash from
these sources was used in the Corporation's operating activities, to finance
capital expenditures, and for the repayment of debt, principally the $7
million scheduled payment of the Corporation's Senior Notes that was made in
the third quarter.
On June 5, 1996, the Corporation and its banks extended its existing
revolving credit agreement through 1999 by entering into an $85 million Second
Amended and Restated Credit Agreement ("1996 Credit Agreement"). The 1996
Credit Agreement provides the Corporation with a credit line of $65 million for
general working capital purposes and a $20 million credit line for repayment of
the Senior Notes, of which $7 million was used for the Senior Notes payment. The
1996 Credit Agreement has an interest rate of LIBOR plus a margin of 1 1/4%, and
includes limitations on indebtedness, capital expenditures, investments,
dividends and significant transactions (as defined).
The Corporation, which previously announced its intention to sell CMS
Gilbreth, its labeling and packaging systems business, because that business
no longer meets the Corporation's strategic focus, signed a definitive
agreement to sell CMS Gilbreth. Net proceeds from the sale, after expenses,
are projected to be approximately $37 million and will be used to reduce
debt. The sale of CMS Gilbreth is expected to be completed in the fourth
quarter.
Subsequent to the end of the third quarter, a real estate joint venture in
which the Corporation's Connecticut real estate business, Culbro Land Resources
("CLR"), owned a 30% equity interest sold all its operating properties. The
sale generated proceeds to the Corporation of approximately $4.0 million which
were used reduce debt.
Management expects that the Corporation's liquidity and cash flow from
operations will be sufficient to meet its planned capital expenditure
requirements and its maturing debt obligations.
Page 10 of 15
<PAGE>
RESULTS OF OPERATIONS
Income from continuing operations increased in the 1996 third quarter
and nine month period versus the comparable periods of last year, due
principally to higher operating profit at General Cigar, which had a 16%
increase in operating profit in the 1996 third quarter compared to last year
and a 29% profit increase over last year for the nine month period. The
higher operating profit of General Cigar was principally due to higher cigar
sales, which increased by approximately 19% in both the 1996 third quarter
and the nine month period over the comparable periods last year. The higher
cigar sales reflected both increased volume and prices, despite a continuing
a shortage of tobacco. Backorders for General Cigar's leading premium brands,
Macanudo and Partagas, continue to exceed current production capabilities.
Overall operating profit from the Corporation's other businesses was
slightly lower in the 1996 third quarter and nine month periods as compared to
last year. In the nursery products business, Imperial Nurseries, Inc.
("Imperial"), third quarter profit was higher than last year due principally to
higher sales. In the nine month period, lower operating profit at Imperial
reflected higher expenses and lower margins, which more than offset increased
sales revenue.
In the Corporation's Connecticut real estate business, third quarter and
nine month results declined from last year due principally to a provision for
a loss from the sale of properties by a joint venture of which CLR owned a
30% equity interest. The transaction was completed subsequent to the end of
the third quarter and generated proceeds of approximately $4.0 million. In
the Corporation's New York City office building, operating profit increased
due to higher rental income.
The Corporation's net income for the 1996 third quarter and nine month
period was lower than the comparable periods of last year due to the estimated
provision for loss on sale of CMS Gilbreth that was recorded in the 1996 third
quarter and lower results from CMS Gilbreth's operations.
Page 11 of 15
<PAGE>
PART II - OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS
On Friday, October 11, 1996 the Corporation was notified by the
Connecticut of U.S. Attorney's office that its investigation, previously
reported in Item 3 of the Corporation's Form 10-K for 1995, had been
terminated and that no action was being taken against General Cigar or
the Corporation or any individual.
As reported in the Form 10-K, General Cigar had been served with a
Grand Jury subpoena in Connecticut through which the United States
Attorney's office was seeking any documents relevant to many of the charges
contained in a lawsuit filed by a former employee. The Form 10-K reported
that a former employee of General Cigar filed suit in the Judicial District
of Hartford New Britain (a Connecticut state court) against General Cigar
and its president, alleging wrongful constructive termination and a variety
of other claims of illegal activities by General Cigar, including payments
to officials of foreign governments, pricing practices and election
campaign contribution violations. This investigation has been terminated.
The alleged improper campaign contributions described in the Form 10-K
remain the subject of negotiations with the staff of the Federal Election
Commission directed toward a conciliation agreement.
The lawsuit by the former employee in Connecticut remains in its
preliminary stages and his criminal trial in Alabama for the allegations
described in the Form 10-K is scheduled to begin October 15, 1996.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 11: Statement re computation of earnings per share
(dollars in thousands excepts per share data)
<TABLE>
<CAPTION>
PRIMARY 13 WEEKS ENDED
------------------------------
Aug. 31, Sept. 2,
1996 1995
---------- ---------
<S> <C> <C>
Income from continuing operations $ 3,127 $ 2,489
(Loss) income from discontinued operation, net of tax (1,311) 556
---------- ---------
Net income $ 1,816 $ 3,045
---------- ---------
---------- ---------
Weighted average common shares outstanding 4,512,000 4,357,000
Net effect of dilutive stock options based on the
treasury stock method using average market price 166,000 181,000
---------- ---------
Total 4,678,000 4,538,000
---------- ---------
---------- ---------
Income per common share from continuing operations $ 0.67 $ 0.55
(Loss) income per common share from discontinued operation ( 0.28) 0.12
---------- ---------
Net income per common share $ 0.39 $ 0.67
---------- ---------
---------- ---------
</TABLE>
Page 12 of 15
<PAGE>
<TABLE>
<CAPTION>
FULLY DILUTED
13 WEEKS ENDED
--------------------------
Aug. 31, Sept. 2,
1996 1995
------------ -----------
<S> <C> <C>
Income from continuing operations $ 3,127 $ 2,489
(Loss) income from discontinued operation, net of tax (1,311) 556
------------ -----------
Net income $ 1,816 $ 3,045
------------ -----------
------------ -----------
Weighted average common shares outstanding 4,512,000 4,357,000
Net effect of dilutive stock options based on the
treasury stock method using the higher of
average/ending market price 170,000 202,000
------------ -----------
Total 4,682,000 4,559,000
------------ -----------
------------ -----------
Income per common share from continuing operations $ 0.67 $ 0.55
(Loss) income per common share from discontinued operation (0.28) 0.12
------------ -----------
Net income per common share $ 0.39 $ 0.67
------------ -----------
------------ -----------
<CAPTION>
PRIMARY
39 WEEKS ENDED
--------------------------
Aug. 31, Sept. 2,
1996 1995
------------ -----------
<S> <C> <C>
Income from continuing operations $ 6,660 $ 5,890
(Loss) income from discontinued operation, net of tax (543) 2,667
------------ -----------
Net income $ 6,117 $ 8,557
------------ -----------
------------ -----------
Weighted average common shares and equivalents
outstanding:
1st quarter 4,622,000 4,308,000
2nd quarter 4,669,000 4,312,000
3rd quarter 4,678,000 4,538,000
------------ -----------
13,969,000 13,158,000
divided by: 3 3
------------ -----------
Total 4,656,000 4,386,000
------------ -----------
------------ -----------
Income per common share from continuing operations $ 1.43 $ 1.34
(Loss) income per common share from discontinued operation (0.12) 0.61
----------- -----------
Net income per common share $ 1.31 $ 1.95
----------- -----------
----------- -----------
</TABLE>
Page 13 of 15
<PAGE>
<TABLE>
<CAPTION>
FULLY DILUTED 39 WEEKS ENDED
-------------------------------
Aug. 31, Sept. 2,
1996 1995
------------- -----------
<S> <C> <C>
Income from continuing operations $ 6,660 $ 5,890
(Loss) income from discontinued operation, net of tax (543) 2,667
------------- -----------
Net income $ 6,117 $ 8,557
------------- -----------
------------- -----------
Weighted average common shares and equivalents
outstanding:
1st quarter 4,646,000 4,308,000
2nd quarter 4,669,000 4,312,000
3rd quarter 4,682,000 4,559,000
------------- -----------
13,997,000 13,179,000
divided by: 3 3
------------- -----------
Total 4,666,000 4,393,000
------------- -----------
------------- -----------
Income per common share from continuing operations $ 1.43 $ 1.34
(Loss) income per common share from discontinued operation (0.12) 0.61
------------- -----------
Net income per common share $ 1.31 $ 1.95
------------- -----------
------------- -----------
</TABLE>
(b) Reports on Form 8-K
The Corporation filed Form 8-K on August 29, 1996 to announce the holding
of preliminary discussions by the Corporation and its General Cigar subsidiary
with privately held Villazon & Company, Inc. ("Villazon") which could lead to
the acquisition of Villazon by the Corporation.
Page 14 of 15
<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
/s/ Jay M. Green
DATE: October 15, 1996 -----------------------------------
Jay M. Green
Executive Vice President
Chief Financial Officer and Treasurer
/s/ Joseph Aird
DATE: October 15, 1996 ----------------------------------
Joseph Aird
Senior Vice President - Controller
Page 15 OF 15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-END> AUG-31-1996
<CASH> 3,190
<SECURITIES> 0
<RECEIVABLES> 29,770
<ALLOWANCES> (925)
<INVENTORY> 79,230
<CURRENT-ASSETS> 118,276
<PP&E> 114,605
<DEPRECIATION> (50,599)
<TOTAL-ASSETS> 290,552
<CURRENT-LIABILITIES> 28,942
<BONDS> 107,888
0
0
<COMMON> 4,549
<OTHER-SE> 128,233
<TOTAL-LIABILITY-AND-EQUITY> 290,552
<SALES> 137,505
<TOTAL-REVENUES> 137,505
<CGS> 79,113
<TOTAL-COSTS> 121,065
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 228
<INTEREST-EXPENSE> 6,950
<INCOME-PRETAX> 11,027
<INCOME-TAX> 4,367
<INCOME-CONTINUING> 6,660
<DISCONTINUED> (543)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,117
<EPS-PRIMARY> 1.31
<EPS-DILUTED> 1.31
</TABLE>
