<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 June 1, 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 June 30, 1996 - 4,511,593
1 of 16
<PAGE>
CULBRO CORPORATION
INDEX
PART I - FINANCIAL INFORMATION PAGE
Consolidated Statement of Operations and
Retained Earnings - thirteen weeks ended
June 1, 1996 and June 3, 1995 . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Statement of Operations and
Retained Earnings - twenty-six weeks ended
June 1, 1996 and June 3, 1995 . . . . . . . . . . . . . . . . . . . . . . 4
Consolidated Balance Sheet
June 1, 1996 and December 2, 1995 . . . . . . . . . . . . . . . . . . . . 5
Consolidated Statement of Cash Flows -
twenty-six weeks ended June 1, 1996
and June 3, 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. . . . . . . . . . . . . . . . . . . . . . . . 12-15
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
2 of 16
<PAGE>
CULBRO CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS AND RETAINED EARNINGS
(dollars in thousands except per share data)
(unaudited)
13 WEEKS ENDED
--------------------
JUNE 1, June 3,
1996 1995
--------- ---------
Net sales and other revenue $ 53,772 $ 48,636
Costs and expenses:
Cost of goods sold 32,356 30,035
Selling, general and administrative expenses 14,739 11,679
--------- ---------
Operating profit 6,677 6,922
Income from equity investment 175 38
Other nonoperating income (expense), net 587 (429)
Gain on insurance settlement - 2,105
Interest expense, net 2,380 2,480
--------- ---------
Income before income tax provision 5,059 6,156
Income tax provision 1,954 2,290
--------- ---------
Income from continuing operations 3,105 3,866
Discontinued operation, net of tax of $206
(1995 - $980) 272 1,096
--------- ---------
Net income 3,377 4,962
Retained earnings - beginning of period 111,610 100,047
--------- ---------
Retained earnings - end of period $ 114,987 $ 105,009
--------- ---------
--------- ---------
Income per common share from continuing operations $ 0.67 $ 0.90
Income per common share from discontinued operation 0.06 0.25
--------- ---------
Net income per common share $ 0.73 $ 1.15
--------- ---------
--------- ---------
Weighted average common shares and equivalents
outstanding 4,669,000 4,312,000
--------- ---------
--------- ---------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3 of 16
<PAGE>
CULBRO CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS AND RETAINED EARNINGS
(dollars in thousands except per share data)
(unaudited)
26 WEEKS ENDED
--------------------
JUNE 1, June 3,
1996 1995
--------- ---------
Net sales and other revenue $ 86,674 $ 77,517
Costs and expenses:
Cost of goods sold 51,006 47,552
Selling, general and administrative expenses 26,449 22,178
--------- ---------
Operating profit 9,219 7,787
Income from equity investment 157 150
Other nonoperating income, net 924 158
Gain on insurance settlement - 2,105
Interest expense, net 4,544 4,785
--------- ---------
Income before income tax provision 5,756 5,415
Income tax provision 2,223 2,014
--------- ---------
Income from continuing operations 3,533 3,401
Discontinued operation, net of tax of $527
(1995 - $1,621) 768 2,111
--------- ---------
Net income 4,301 5,512
Retained earnings - beginning of period 110,686 99,497
--------- ---------
Retained earnings - end of period $ 114,987 $ 105,009
--------- ---------
--------- ---------
Income per common share from continuing operations $ 0.76 $ 0.79
Income per common share from discontinued operation 0.17 0.49
--------- ---------
Net income per common share $ 0.93 $ 1.28
--------- ---------
--------- ---------
Weighted average common shares and
equivalents outstanding 4,646,000 4,310,000
--------- ---------
--------- ---------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4 of 16
<PAGE>
CULBRO CORPORATION
CONSOLIDATED BALANCE SHEET
(dollars in thousands except per share data)
ASSETS JUNE 1, Dec. 2,
1996 1995
--------- --------
(UNAUDITED)
Current Assets
Cash and cash equivalents $ 3,812 $ 6,523
Receivables, less allowance of $926 (1995 - $803) 29,416 28,377
Inventories 73,933 63,774
Other current assets 4,881 4,884
--------- --------
Total current assets 112,042 103,558
Property and equipment, net 63,655 61,059
Real estate held for sale or lease, net 29,280 29,959
Investment in Series B preferred stock of
The Eli Witt Company 16,296 15,122
Investment in real estate joint ventures 7,669 7,964
Other, including investment in Centaur
Communications Limited of $14,549 (1995 - $14,392) 17,855 18,048
Net assets of discontinued operation 43,874 42,396
--------- --------
Total assets $ 290,671 $ 278,106
--------- --------
--------- --------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities $ 19,690 $ 27,363
Long-term debt due within one year 8,364 8,988
Income taxes 3,562 2,610
--------- --------
Total current liabilities 31,616 38,961
Long-term debt 97,230 84,302
Accrued retirement benefits 16,780 16,148
Deferred income taxes 5,537 5,622
Other noncurrent liabilities and deferred credits 8,542 8,098
--------- --------
Total liabilities 159,705 153,131
--------- --------
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 114,987 110,686
--------- --------
131,871 128,511
Less - Common stock in Treasury, at cost,
37,537 shares (1995 - 159,045) (905) (3,536)
--------- --------
Total shareholders' equity 130,966 124,975
--------- --------
Total liabilities and shareholders' equity $ 290,671 $ 278,106
--------- --------
--------- --------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5 of 16
<PAGE>
CULBRO CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(dollars in thousands)
(unaudited)
26 WEEKS ENDED
-------------------
JUNE 1, June 3,
1996 1995
--------- --------
OPERATING ACTIVITIES:
Net income $ 4,301 $ 5,512
Adjustments to reconcile net income
to net cash (used in) provided by operating
activities:
Depreciation and amortization 2,311 2,538
Income from discontinued operation (768) (2,111)
Gain on insurance settlement - (2,105)
Income from equity investment (157) (150)
Discount and interest on subordinated
note 1,174 1,174
Accrued dividends and accretion
income on Series B preferred stock
of Eli Witt (1,174) (1,174)
Provision for bad debts 160 137
Changes in assets and liabilities:
Increase in accounts receivable (1,199) (4,940)
Increase in inventories (10,159) (4,014)
Decrease in real estate held for sale
or lease, net 679 932
Decrease in accounts payable and
accrued liabilities (7,673) (393)
Increase in income taxes payable 952 729
(Decrease) increase in deferred
income taxes (85) 1,316
Other, net 1,094 854
--------- --------
Net cash used in operating activities
of continuing operations (10,544) (1,695)
Net cash (used in) provided by discontinued
operation (710) 3,211
--------- --------
Net cash (used in) provided by operating
activities (11,254) 1,516
--------- --------
INVESTING ACTIVITIES:
Additions to property and equipment (5,033) (1,861)
Investment in Eli Witt subordinated note - (5,000)
Proceeds from insurance settlement - 2,225
--------- --------
Net cash used in investing activities (5,033) (4,636)
--------- --------
FINANCING ACTIVITIES:
Increase in debt 12,262 5,000
Proceeds from exercise of stock options 1,688 550
Payments of debt (374) (6,093)
--------- --------
Net cash provided by (used in) financing
activities 13,576 (543)
--------- --------
Net decrease in cash and cash equivalents (2,711) (3,663)
Cash and cash equivalents at beginning of period 6,523 6,938
--------- --------
Cash and cash equivalents at end of period $ 3,812 $ 3,275
--------- --------
--------- --------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6 of 16
<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 second quarter and six-month period
ended June 1, 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 to be used for the repayment of
the Corporation's Senior Notes. 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 will pay a commitment fee of 3/8 of 1% per
annum on the unused available balance. The 1996 Credit Agreement will
terminate in May 1999 and includes limitations on indebtedness, capital
expenditures, investments, dividends and significant transactions (as
defined).
3. On June 6, 1996, the Corporation signed a letter of intent to sell its
industrial products business, CMS Gilbreth Packaging Systems, Inc. ("CMS
Gilbreth"), which manufactures packaging and labeling systems, including
plastic shrink film labels and tamper-evident seals, and packaging
machinery to apply them. The Corporation had previously announced its
intent to sell CMS Gilbreth because that business no longer met the
Corporation's strategic direction. Completion of the sale of CMS Gilbreth
is subject to further negotiations, due diligence and completion of a
definitive agreement. The Corporation expects to realize a gain on the
sale of CMS Gilbreth.
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
second quarter and six month period were $10,456 and $23,438, respectively,
and $14,422 and $27,532, respectively, in the 1995 second quarter and six
month period.
Net assets of CMS Gilbreth includes the following:
June 1, Dec. 2,
1996 1995
-------- --------
Current assets $ 14,348 $ 13,839
Property and equipment, net 13,697 14,147
Intangible assets, net 17,830 18,271
Other assets 1,371 1,143
-------- --------
Total assets 47,246 47,400
Current liabilities 3,372 5,004
-------- --------
$ 43,874 $ 42,396
-------- --------
-------- --------
7 of 16
<PAGE>
4. In the six-month period ended June 1, 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
GAIN ON INSURANCE SETTLEMENT
The 1995 second quarter and six-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:
June 1, Dec. 2,
1996 1995
-------- --------
Raw materials and supplies $ 38,432 $ 31,163
Work-in-process 17,672 14,236
Finished goods 17,829 18,375
-------- --------
$ 73,933 $ 63,774
-------- --------
-------- --------
PROPERTY AND EQUIPMENT
Property and equipment consist of:
June 1, Dec. 2,
1996 1995
-------- --------
Land $ 10,202 $ 10,516
Buildings 60,062 58,504
Machinery and equipment 43,009 39,730
Accumulated depreciation (49,618) (47,691)
-------- --------
$ 63,655 $ 61,059
-------- --------
-------- --------
CASH FLOW
Cash paid during the period for:
26 Weeks Ended
-------------------
June 1, June 3,
1996 1995
-------- --------
Interest, net of amounts
capitalized $ 3,348 $ 3,722
-------- --------
-------- --------
Income taxes, net $ 1,898 $ 1,084
-------- --------
-------- --------
8 of 16
<PAGE>
RESULTS FROM EQUITY INVESTMENTS
The Corporation's income from equity investments in the 1996 and 1995
six month periods reflect 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 six
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:
26 Weeks Ended
--------------------
June 1, June 3,
1996 1995
-------- --------
Net sales and other revenue $ 602,318 $ 793,558
Operating loss (3,058) (2,351)
(Loss) gain on disposition of
divisions (917) 1,000
Net loss (7,919) (5,490)
Net loss applicable to common
stockholders (9,613) (7,297)
9 of 16
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Corporation's increased use of cash in continuing operating
activities, as compared to last year, principally reflects an increase in
inventories and a decrease in accounts payable and accrued liabilities in
1996. The higher inventories reflect purchases of tobacco by General Cigar to
support production to meet the demand for its premium cigars. The decrease in
accounts payable and accrued liabilities principally reflects payment of
incentive compensation and other items that were accrued at year end 1995.
Cash used by the Corporation's discontinued operation, CMS Gilbreth, as
compared to cash provided last year, principally reflects lower profit and
timing of payments in that business.
Additions to property and equipment principally reflect 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 and to finance capital expenditures.
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, which are scheduled to mature in equal
installments of $7 million each in July 1996, 1997 and 1998. 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 its
labeling and packaging systems business, CMS Gilbreth, because that business no
longer meets the Corporation's strategic focus, signed a letter of intent on
June 6, 1996 to sell CMS Gilbreth. Net proceeds from the sale, after expenses
and taxes, will be used to reduce debt. The sale of CMS Gilbreth is subject to
further negotiations, due diligence and completion of a definitive agreement.
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.
10 of 16
<PAGE>
RESULTS OF OPERATIONS
Income from continuing operations declined in the 1996 second quarter
versus last year and was substantially unchanged in the six month period.
General Cigar's operating profit increased 30% and 40%, respectively, as
compared to the prior year's second quarter and six month period, while
operating profit in the nursery products business was lower. Additionally, last
year's second quarter and six month period benefitted from nonrecurring items
which included a pretax gain of approximately $2.1 million on an insurance
settlement from a 1994 fire at a General Cigar facility and expenses of
approximately $1.0 million related to the Corporation's investment in Eli Witt.
Net income declined in the 1996 second quarter and six month period versus
the comparable 1995 periods due to lower results of CMS Gilbreth, reported as a
discontinued operation, and the changes in continuing operations described
above.
The higher operating profit at General Cigar reflected higher net sales due
to increased volume and price increases. Higher gross profit, due to the
increased volume and higher margins, was partially offset by higher operating
expenses. Despite increased production and the higher sales, backorders of
cigars, especially for General Cigar's leading premium brands, Macanudo and
Partagas, increased, as demand continues to exceed production capabilities.
The lower operating profit in the Corporation's nursery products business,
Imperial Nurseries, Inc. ("Imperial"), was principally due to lower margins and
higher expenses. Expense levels were increased in anticipation of sales
increases which did not materialize due to poor weather this past spring. Net
sales of Imperial were substantially unchanged from last year.
Operating profit at Culbro Land Resources, Inc. ("CLR"), the Corporation's
real estate business in Connecticut, was lower in the second quarter and six
month period due principally to lower residential lot sales and lower rental
income in the current year.
Income from the Corporation's equity investment in Centaur was slightly
higher in the second quarter but substantially unchanged in the six month
period. Other nonoperating income increased over last year in the second
quarter and six month period because last year's results included the expenses
related to the Corporation's investment in Eli Witt. In 1996, expenses related
to the Corporation's investment in Eli Witt were approximately $0.3 million,
which were recorded in the first quarter.
11 of 16
<PAGE>
PART II - OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS
(1) In Item 3 of its Annual Report on Form 10-K for fiscal year 1995 (the
"Form 10-K") the Corporation discussed six Florida state circuit court
actions filed against it and/or its General Cigar subsidiary and various
other tobacco product manufacturers and retailers. These actions
alleged adverse health effects from the use by the plaintiffs of such
tobacco products.
The Corporation and General Cigar have been dismissed without
prejudice or removed as defendants from five of the six actions and have
not been served in the sixth action.
(2) The Form 10-K described an investigation by General Cigar which led to
the discovery of almost $1,000,000 of fraudulent trucking invoices
submitted to General Cigar's Dothan facility by an Alabama trucking
concern. As a result of this discovery General Cigar suspended and
subsequently terminated one of its senior management employees because
of his involvement in the processing of the trucking invoices. The
former employee and the principals of the trucking concern were indicted
by a federal grand jury in Birmingham, Alabama. The principals of the
trucking concern recently pled guilty to wire fraud and in their plea
implicated the former employee who has maintained his innocence. His
trial is scheduled for October 1996. The Form 10-K also disclosed that
two former General Cigar non-management employees had been indicted on
drug-related charges. They have recently pled guilty and have been
sentenced to prison for terms of one and two years.
There have been no other material developments in the other matters
discussed in Item 3 of the Form 10-K.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) Annual Meeting of Shareholders - April 11, 1996
(b) The following were elected as Directors at the Annual Meeting
Bruce A. Barnet Thomas C. Israel
John L. Bernbach Dan W. Lufkin
Edgar M. Cullman (Chairman) Graham V. Sherren
Edgar M. Cullman, Jr. Peter J. Solomon
Frederick M. Danziger Francis T. Vincent, Jr.
John L. Ernst
(c)(i) 1) Mr. Bruce A. Barnet was elected a Director for 1996 with 4,019,077
votes in favor, 17,263 opposed and 394,665 not voting.
2) Mr. John L. Bernbach was elected a Director for 1996 with 4,019,077
votes in favor, 17,263 opposed and 394,665 not voting.
3) Mr. Edgar M. Cullman was elected a Director for 1996 with 4,017,344
votes in favor, 18,996 opposed and 394,665 not voting.
4) Mr. Edgar M. Cullman, Jr. was elected a Director for 1996 with
4,017,377 votes in favor, 18,963 opposed and 394,665 not voting.
12 of 16
<PAGE>
5) Mr. Frederick M. Danziger was elected a Director for 1996 with
4,017,277 votes in favor, 19,063 opposed and 394,665 not voting.
6) Mr. John L. Ernst was elected a Director for 1996 with 4,017,277
votes in favor, 19,063 opposed and 394,665 not voting.
7) Mr. Thomas C. Israel was elected a Director for 1996 with 4,022,177
votes in favor, 14,163 opposed and 394,665 not voting.
8) Mr. Dan W. Lufkin was elected a Director for 1996 with 3,995,744
votes in favor, 40,596 opposed and 394,665 not voting.
9) Mr. Graham V. Sherren was elected a Director for 1996 with 3,987,944
votes in favor, 48,396 opposed and 394,665 not voting.
10) Mr. Peter J. Solomon was elected a Director for 1996 with 4,014,077
votes in favor, 22,263 opposed and 394,665 not voting.
11) Mr. Francis T. Vincent, Jr. was elected a Director for 1996 with
4,019,037 votes in favor, 17, 303 opposed and 394,665 not voting.
(ii) The selection of Price Waterhouse LLP as independent accountants for
1996 was approved by 4,028,563 votes in favor and 3,101 opposed with
4,676 abstentions and 394,665 not voting.
(iii) The amendments to the employment agreement with the Corporation's
chief financial officer were approved by 3,982,627 votes in favor,
26,211 opposed with 27,502 abstentions and 394,665 not voting.
(iv) The adoption of the 1996 Stock Plan of the Corporation was approved
by 2,863,045 votes in favor and 869,119 opposed with 304,176
abstentions and 394,665 not voting.
(v) The adoption of the 1996 Stock Option Plan for Non-employee Directors
was approved by 3,715,887 votes in favor, 48,691 votes opposed with
271,762 abstentions and 394,665 not voting
(d) Not applicable
13 of 16
<PAGE>
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8K
(a) Exhibit 11: Statement re computation of earnings per share
(dollars in thousands excepts per share data)
PRIMARY 13 Weeks Ended
------------------------
June 1, June 3,
1996 1995
---------- ---------
Income from continuing operations $ 3,105 $ 3,866
Income from discontinued operation, net of tax 272 1,096
---------- ---------
Net income $ 3,377 $ 4,962
---------- ---------
---------- ---------
Weighted average common shares
outstanding 4,483,000 4,312,000
Net effect of dilutive stock options based
on the treasury stock method using
average market price 186,000 -
---------- ---------
Total 4,669,000 4,312,000
---------- ---------
---------- ---------
Income per common share from continuing
operations $ 0.67 $ 0.90
Income per common share from
discontinued operation 0.06 0.25
---------- ---------
Net income per common share $ 0.73 $ 1.15
---------- ---------
---------- ---------
FULLY DILUTED 13 Weeks Ended
------------------------
June 1, June 3,
1996 1995
---------- ---------
Income from continuing operations $ 3,105 $ 3,866
Income from discontinued operation, net of tax 272 1,096
---------- ---------
Net income $ 3,377 $ 4,962
---------- ---------
---------- ---------
Weighted average common shares outstanding 4,483,000 4,312,000
Net effect of dilutive stock options based
on the treasury stock method using the
higher of average/ending market price 186,000 -
---------- ---------
Total 4,669,000 4,312,000
---------- ---------
---------- ---------
Income per common share from
continuing operations $ 0.67 $ 0.90
Income per common share from
discontinued operation 0.06 0.25
---------- ---------
Net income per common share $ 0.73 $ 1.15
---------- ---------
---------- ---------
14 of 16
<PAGE>
PRIMARY 26 WEEKS ENDED
- ------- ------------------------
June 1, June 3,
1996 1995
---------- ---------
Income from continuing operations $ 3,533 $ 3,401
Income from discontinued operation, net of tax 768 2,111
---------- ---------
Net income $ 4,301 $ 5,512
---------- ---------
---------- ---------
Weighted average common shares and equivalents
outstanding:
1st quarter 4,622,000 4,308,000
2nd quarter 4,669,000 4,312,000
---------- ---------
9,291,000 8,620,000
divided by: 2 2
---------- ---------
Total 4,646,000 4,310,000
---------- ---------
---------- ---------
Income per common share from
continuing operations $ 0.76 $ 0.79
Income per common share from
discontinued operation 0.17 0.49
---------- ---------
Net income per common share $ 0.93 $ 1.28
---------- ---------
---------- ---------
FULLY DILUTED 26 WEEKS ENDED
- ------------- ------------------------
June 1, June 3,
1996 1995
---------- ---------
Income from continuing operations $ 3,533 $ 3,401
Income from discontinued operation, net of tax 768 2,111
---------- ---------
Net income $ 4,301 $ 5,512
---------- ---------
---------- ---------
Weighted average common shares and equivalents
outstanding:
1st quarter 4,646,000 4,308,000
2nd quarter 4,669,000 4,312,000
---------- ---------
9,315,000 8,620,000
divided by: 2 2
---------- ---------
Total 4,658,000 4,310,000
---------- ---------
---------- ---------
Income per common share from
continuing operations $ 0.76 $ 0.79
Income per common share from
discontinued operation 0.17 0.49
---------- ---------
Net income per common share $ 0.93 $ 1.28
---------- ---------
---------- ---------
15 of 16
<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: July 16, 1996 -------------------------------------
Jay M. Green
Executive Vice President
Chief Financial Officer and Treasurer
/s/ Joseph Aird
DATE: July 16, 1996 -------------------------------------
Joseph Aird
Senior Vice President - Controller
16 of 16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1996
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0
0
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