<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 Commission File
MARCH 1, 1997 NO. 1-1210
CULBRO CORPORATION
--------------------------------------
(Exact name of registrant as specified in its charter)
NEW YORK 13-0762310
(state or other jurisdiction of incorporation (IRS Employer
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) 448-3800
Former name, former address and former fiscal year,
if changed since last report Not Applicable
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 MARCH 31, 1997: 4,542,872
<PAGE>
CULBRO CORPORATION
---------------------------------
FORM 10Q
PART I FINANCIAL INFORMATION
PAGE
Consolidated Statement of Operations and
Retained Earnings
13 Weeks Ended
March 1, 1997 and March 2, 1996...........................................3
Consolidated Balance Sheet
March 1, 1997 and November 30, 1996 ......................................4
Consolidated Statement of Cash Flows
13 Weeks Ended
March 1, 1997 and March 2, 1996...........................................5
Notes to Consolidated Financial Statements.............................6-10
Management's Discussion and Analysis of
Financial Condition and Results of Operations.........................11-12
PART II OTHER INFORMATION.............................................13-14
SIGNATURES...................................................................15
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<PAGE>
CULBRO CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
AND RETAINED EARNINGS
(dollars in thousands except per share data)
(unaudited)
13 WEEKS ENDED
-------------------------
MARCH 1, MARCH 2,
1997 1996
---------- -----------
Net sales and other revenue $ 53,488 $ 32,902
Costs and expenses:
Cost of goods sold 29,458 18,650
Selling, general and administrative expenses 18,284 11,710
---------- -----------
Operating profit 5,746 2,542
Loss from equity investment ( 22) (18)
Other nonoperating income, net - 337
Interest expense 2,073 2,164
---------- -----------
Income before income tax provision 3,651 697
Income tax provision 1,387 269
---------- -----------
Income from continuing operations 2,264 428
Income from discontinued operation, net of
taxes of $321 - 496
---------- -----------
Net income 2,264 924
Retained earnings - beginning of period 118,542 110,686
---------- -----------
Retained earnings - end of period $ 120,806 $ 111,610
---------- -----------
---------- -----------
Income per common share from continuing
operations $ 0.47 $ 0.09
Income per common share from discontinued
operation - 0.11
---------- -----------
Net income per common share $ 0.47 $ 0.20
---------- -----------
---------- -----------
Weighted average common shares and equivalents
outstanding 4,803,000 4,622,000
---------- -----------
---------- -----------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
- 3 -
<PAGE>
CULBRO CORPORATION
CONSOLIDATED BALANCE SHEET
(dollars in thousands except per share data)
MARCH 1, NOVEMBER 30,
1997 1996
-------- -------
ASSETS (UNAUDITED)
Current Assets
Cash and cash equivalents $ 12,559 $ 5,409
Receivables, less allowance of $818 (1996 - $784) 33,816 35,257
Inventories 94,244 81,232
Deferred income taxes 2,043 3,091
Other current assets 5,338 4,832
--------- ----------
Total current assets 148,000 129,821
Property and equipment, net 72,211 66,829
Real estate held for sale or lease, net 25,404 25,218
Intangible assets 70,617 -
Investment in real estate joint ventures 3,348 3,403
Other, including investment in Centaur
Communications Limited of $14,673
(1996- $14,695) 20,160 18,173
--------- ----------
Total assets $ 339,740 $ 243,444
--------- ----------
--------- ----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities $ 24,694 $ 27,502
Long-term debt due within one year 75,741 1,408
Income taxes 2,407 5,481
--------- ----------
Total current liabilities 102,842 34,391
Long-term debt 69,447 49,925
Accrued retirement benefits 15,992 15,874
Deferred income taxes 6,030 -
Other noncurrent liabilities 7,373 7,466
--------- ----------
Total liabilities 201,684 107,656
--------- ----------
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 13,529 13,602
Retained earnings 120,806 118,542
--------- ----------
138,884 136,693
Less - Common stock in Treasury, at cost, 30,718
shares (1996 - 37,597) (828) (905)
--------- ----------
Total shareholders' equity 138,056 135,788
--------- ----------
Total liabilities and shareholders' equity $ 339,740 $ 243,444
---------- ----------
---------- ----------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
- 4 -
<PAGE>
CULBRO CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(dollars in thousands)
(unaudited)
13 WEEKS ENDED
------------------------
MARCH 1, MARCH 2,
1997 1996
---------- ----------
OPERATING ACTIVITIES
Net income 2,264 $ 924
Adjustments to reconcile net income
to net cash used in operating activities:
Depreciation and amortization 1,185 1,194
Income from discontinued operation, before tax - (817)
Loss from equity investment 22 18
Discount and interest on subordinated note - 587
Accrued dividends and accretion income on
Series B preferred stock of Eli Witt - (587)
Changes in assets and liabilities, net of the
acquisition of Villazon by General Cigar:
Decrease in accounts receivable 6,954 8,017
Increase in inventories (6,548) (7,866)
(Increase) decrease in real estate held for sale or
lease, net (186) 322
Decrease in accounts payable and accrued liabilities (4,583) (7,358)
Decrease in income taxes payable (3,074) (1,206)
Increase in deferred income taxes 278 403
Other, net 1,301 953
--------- -------
Net cash used in operating activities of continuing
operations (2,387) (5,416)
Net cash used in discontinued operation - (317)
---------- -------
Net cash used in operating activities (2,387) (5,733)
---------- -------
INVESTING ACTIVITIES
Acquisition of Villazon, net of cash acquired (56,243) -
Additions to property and equipment (2,259) (2,095)
Cash used for investing activities of
discontinued operation - (321)
---------- ---------
Net cash used in investing activities (58,502) (2,416)
---------- ---------
FINANCING ACTIVITIES
Increase in debt, principally due to acquisition
of Villazon in 1997 69,677 5,273
Payments of debt (192) (228)
Other, net (1,446) 722
--------- --------
Net cash provided by financing activities 68,039 5,767
--------- --------
Net increase (decrease) in cash and cash equivalents 7,150 (2,382)
Cash and cash equivalents at beginning of period 5,409 6,523
--------- --------
Cash and cash equivalents at end of period $12,559 $ 4,141
--------- --------
--------- --------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
- 5 -
<PAGE>
CULBRO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands except per share data)
(unaudited)
1. BASIS OF PRESENTATION
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 1996 financial statements 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 quarter ended March 1, 1997 are not
necessarily indicative of the results to be expected for the full year.
2. SALE OF SUBSIDIARY STOCK
On February 28, 1997, the Corporation's newly formed subsidiary,
General Cigar Holdings, Inc. ("GC Holdings"), sold 6.9 million shares of
its Class A Common Stock in an initial public offering (the "Offering"),
reflecting approximately 26% of the common equity ownership of GC Holdings.
The net proceeds from the Offering, which were received on March 5, 1997,
were approximately $113 million after underwriters' discounts and
commissions and estimated other expenses, and were used to reduce debt, a
substantial portion of which was incurred in connection with the Villazon
Acquisition (see Note 3). Each share of Class A Common Stock entitles its
holder to one vote. The Corporation owns the remaining equity ownership of
GC Holdings in the form of Class B Common Stock, which entitles its holder
to ten votes for each share. Accordingly, the Corporation holds
approximately 97% of the combined voting power of the outstanding common
stock of GC Holdings. See Note 4 for the unaudited pro forma effect of the
Offering on the Corporation's financial statements.
GC Holdings has no operations of its own, and its principal asset is
all of the outstanding stock of General Cigar Co., Inc. ("General Cigar"),
previously a wholly owned direct subsidiary of the Corporation. Pursuant
to a Distribution Agreement entered into on February 27, 1997, among the
Corporation, GC Holdings and the Corporation's wholly owned subsidiary,
Griffin Land & Nurseries, Inc. ("Griffin"), the Corporation transferred
certain assets and liabilities to GC Holdings and Griffin. The
Distribution Agreement also provides for a potential distribution of the
stock of Griffin to the shareholders of the Corporation (the
"Distribution"). The Distribution is contingent upon (i) either a tax
ruling (which the Corporation has applied for) or an opinion of counsel
satisfactory to the Corporation that the Distribution constitutes a tax
free reorganization under Section 335 of the Internal Revenue Code and (ii)
approval of the Merger (see below) by the Corporation's shareholders.
Prior to March 18, 1997, Griffin was known as Culbro Land Resources, Inc.
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<PAGE>
The assets transferred to GC Holdings included principally 1,100 acres
of land, all of the outstanding common stock of 387 PAS Corp. (which owns
the New York City office building that is the headquarters of GC Holdings),
Club Macanudo, Inc., Club Macanudo (Chicago) Inc., and GCH Transportation,
Inc., a nonoperating subsidiary which owns certain transportation
equipment. The terms of the Distribution Agreement required GC Holdings to
assume certain related liabilities, principally the Corporation's general
corporate debt as of February 27, 1997. The Distribution Agreement also
provided for the assumption of certain employee benefit arrangements of the
Corporation by GC Holdings, and for a tax sharing agreement between the
Corporation, GC Holdings, and Griffin. The assets transferred to Griffin
included the Corporation's non-tobacco businesses and investments,
principally its landscape nursery business, Imperial Nurseries, Inc.
("Imperial"), most of its New England real estate holdings, the investment
in Centaur Communications Ltd. ("Centaur") and the Corporation's interest
in The Eli Witt Company ("Eli Witt") and assets previously owned by
Eli Witt. The Distribution Agreement also required a transfer of $7 million
to Griffin from GC Holdings on February 27, 1997.
Subsequent to the Distribution, the Corporation will have as its only
significant asset its investment in GC Holdings. The Corporation will then
be merged (the "Merger"), subject to approval of 66 2/3% of its
shareholders, into GC Holdings. The Corporation's shareholders at that
time will receive approximately 4.45 shares of Class B Common Stock of GC
Holdings in exchange for each share of the Corporation's stock.
3. VILLAZON ACQUISITION
On January 21, 1997, General Cigar completed the acquisitions of two
affiliated companies, Villazon & Company, Inc., a U.S. corporation, and
Honduras American Tabaco, S.A. de C. V., a Honduran corporation
(collectively "Villazon"), for approximately $80.6 million consisting of
$90.5 million of purchase price and direct acquisition costs less $9.9
million of cash acquired at closing. Cash paid to the sellers was $64.6
million and $24.4 million aggregate principal amount of seller notes were
issued (the "Villazon Acquisition"). Both companies are engaged in the
cigar business. The Villazon Acquisition is accounted for using the
purchase method of accounting. Cost in excess of net assets acquired,
primarily trade names and other intangible assets, is estimated to be
approximately $70 million. General Cigar entered into a Credit Agreement
(see Note 5) to finance the acquisition. Early in the second quarter, the
amounts borrowed under the General Cigar Credit Agreement and $14.4 million
of the seller notes were repaid with the net proceeds from the Offering.
The $10 million in remaining seller notes bear interest at prime plus
1/2 % and mature in January 2002.
4. CONSOLIDATED CONDENSED PRO FORMA FINANCIAL INFORMATION
The following consolidated condensed unaudited pro forma financial
information reflects the Corporation as if the Villazon Acquisition,
including the associated borrowings to finance the acquisition, and the
Offering had been completed at the dates described herein. The unaudited
consolidated condensed pro
- 7 -
<PAGE>
forma statement of operations assumes that these transactions had taken
place at the beginning of the respective periods. The unaudited
consolidated condensed pro forma statement of operations for the 1996
period also reflects the effects of the net proceeds from the sale of CMS
Gilbreth Packaging Systems, Inc. and the exchange of the Eli Witt preferred
stock (both of these transactions took place in the 1996 fourth quarter) as
if these transactions occurred at the beginning of 1996. The unaudited
consolidated condensed pro forma balance sheet reflects the effect of the
Offering as if the proceeds had been received as of the balance sheet date.
The Villazon Acquisition is already reflected in the Corporation's March 1,
1997 balance sheet. The unaudited pro forma consolidated condensed
financial information presented herein may not necessarily reflect the
results of operations and financial position that actually would have been
achieved had the transactions discussed above actually taken place at the
assumed dates.
CONSOLIDATED CONDENSED PRO FORMA STATEMENT OF OPERATIONS (UNAUDITED)
13 WEEKS ENDED
--------------------------
MARCH 1, MARCH 2,
1997 1996
-------- --------
Net sales $59,080 $39,352
-------- --------
Operating profit 6,865 3,967
Other nonoperating items, net (22) (18)
Interest expense 546 454
-------- --------
Income before taxes 6,297 3,495
Income tax expense 2,419 1,361
-------- --------
Income before minority interest 3,878 2,134
Minority interest in earnings of
subsidiary (1,382) (773)
-------- --------
Income from continuing operations $ 2,496 $ 1,361
-------- --------
-------- --------
Income per common share from
continuing operations $ 0.52 $ 0.29
-------- --------
-------- --------
Weighted average common shares
and equivalents outstanding 4,803,000 4,622,000
--------- ---------
--------- ---------
CONSOLIDATED CONDENSED PRO FORMA BALANCE SHEET (UNAUDITED)
MARCH 1,
1997
---------
Current assets $148,000
Property and equipment, net 72,211
Intangible assets 70,617
All other assets 48,912
--------
Total assets $339,740
--------
--------
Current liabilities $ 28,472
Long-term debt 30,817
Other noncurrent liabilities 29,395
--------
Total liabilities 88,684
Minority interest in subsidiary 41,134
Shareholders' equity 209,922
--------
Total liabilities, minority interest and
shareholders' equity $339,740
--------
--------
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<PAGE>
5. LONG-TERM DEBT
On January 21, 1997, General Cigar entered into a $120 million Credit
Agreement (the "General Cigar Credit Agreement") with banks that previously
were lenders under the Culbro Credit Agreement. The initial borrowings
under the General Cigar Credit Agreement were used for the Villazon
Acquisition and to repay the amount outstanding under the Culbro Credit
Agreement. The General Cigar Credit Agreement expires in January 2000 and
included a $60 million term loan and a revolving credit facility of $60
million. Proceeds from the Offering, received subsequent to the end of
the first quarter, were used to repay the term loan and reduce amounts
outstanding under the revolving credit facility. After the Offering
the commitment under the revolving credit facility is $50 million.
In accordance with the terms of the General Cigar Credit Agreement,
the borrowings under the revolving credit facility bear interest, at
either (1) 1% above the prime rate, (2) the Eurodollar rate plus 0.75%
or (3) a combination thereof. General Cigar will pay a commitment fee
of 1/4 of 1% on the unused portion of the revolving credit facility.
The General Cigar Credit Agreement includes limitations on indebtedness,
investments and other significant transactions, as defined.
6. SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION
INVENTORIES
Inventories consist of:
MARCH 1, NOV. 30,
1997 1996
-------- --------
Raw materials and supplies $47,374 $44,446
Work-in-process 21,645 19,641
Finished goods 25,225 17,145
------ -------
$94,244 $81,232
------- -------
------- -------
PROPERTY AND EQUIPMENT
Property and equipment consist of:
MARCH 1, NOV. 30,
1997 1996
-------- --------
Land $ 10,227 $10,161
Buildings 64,875 62,032
Machinery and equipment 50,658 45,807
------- -------
125,760 118,000
Accumulated depreciation (53,549) (51,171)
------- -------
$ 72,211 $66,829
-------- --------
-------- --------
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<PAGE>
CASH FLOW
The cash and noncash activities related to the Villazon Acquisition are
summarized as follows:
Estimated fair value of net assets acquired $90,520
Notes issued to sellers (24,370)
--------
Payments in connection with the acquisition 66,150
Cash acquired (9,907)
-------
Payments in connection with the acquisition,
net of cash acquired $56,243
-------
-------
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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
On February 28, 1997, the Corporation's newly formed subsidiary, General
Cigar Holdings, Inc. ("GC Holdings"), sold 6.9 million shares of its Class A
common stock in an initial public offering (the "Offering"), representing
approximately 26% of the common equity ownership of GC Holdings. The proceeds
from the Offering, after underwriters' discounts and commissions and estimated
other expenses, were approximately $113 million, and were received on March 5,
1997 (subsequent to the end of the first quarter). The proceeds were used to
repay debt, a substantial portion of which was incurred in the acquisition of
Villazon (see below). The Corporation owns the remaining equity ownership of GC
Holdings in the form of Class B Common Stock. GC Holdings has no operations of
its own, and its principal asset is all of the outstanding common stock of
General Cigar. Under the terms of a Distribution Agreement entered into on
February 27, 1997 among the Corporation, GC Holdings and the Corporation's
wholly owned subsidiary Griffin Land & Nurseries, Inc. ("Griffin"), the
Corporation transferred certain assets and liabilities to GC Holdings and
Griffin. The Distribution Agreement provided for the transfer of the
assets of the Corporation's non-tobacco businesses and investments, principally
the nursery business, Imperial Nurseries, Inc. ("Imperial Nurseries"), most of
the New England real estate holdings and the investment in Centaur
Communications, Ltd. ("Centaur") to Griffin. Subject to certain conditions, the
Corporation intends to distribute to its shareholders the common stock of
Griffin (the "Distribution"). The only significant asset the Corporation will
have after the Distribution will be its investment in GC Holdings. The
Corporation will then be merged, subject to approval of 66 2/3% of its
shareholders, with and into GC Holdings, with the Corporation's shareholders at
that time receiving approximately 4.45 shares of Class B Common Stock of GC
Holdings in exchange for each share of the Corporation's stock. Prior to March
18, 1997, Griffin was known as Culbro Land Resources, Inc.
On January 21, 1997, General Cigar acquired Villazon for approximately
$80.6 million consisting of $90.5 million of purchase price and direct
acquisition costs, less $9.9 million of cash acquired. At closing, cash paid to
the sellers was $64.6 million and $24.4 million of seller notes were issued.
The acquisition of Villazon was financed from the initial borrowings under the
General Cigar Credit Agreement (see below), which was repaid from the Offering
proceeds subsequent to the end of the first quarter.
On January 21, 1997, General Cigar entered into a Credit Agreement (the
"General Cigar Credit Agreement") which provided financing for the acquisition
of Villazon and repayment of the amount outstanding under the Culbro Credit
Agreement. In addition, under the terms of the Distribution
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<PAGE>
Agreement, on February 27, 1997 General Cigar transferred $7 million to Griffin
and its subsidiaries. The General Cigar Credit Agreement currently provides
financing for only GC Holdings and its subsidiaries. Subsequent to the
Offering, the cash flows of Griffin have been segregated from the cash flows of
GC Holdings. After repayment of the debt from the Offering proceeds, the
Corporation's remaining debt was approximately $32 million, reflecting
approximately $29 million of debt in the cigar business and approximately
$3 million of mortgages in Grifffin.
In the 1997 first quarter, cash used in operating activities was less
than last year due principally to higher net income as a result of increased
operating profit in the cigar business. Cash used in investing activities
principally reflected the acquisition of Villazon and capital expenditure
primarily to expand production capacity at General Cigar. Financing activities
reflect the borrowing from the General Cigar Credit Agreement used to finance
the Villazon acquisition.
Management believes that cash flow from the operations of its respective
businesses, current and anticipated credit facilities, and selective asset sales
will be sufficient to fund future operations.
RESULTS OF OPERATIONS
Net sales increased $20.6 million to $53.5 million in the 1997 first
quarter from $32.9 million in the 1996 first quarter, due principally to the
sales increase in the cigar business. Net sales in the cigar business
increased $21.0 million to $49.8 million in the 1997 first quarter from $28.8
million in the 1996 first quarter. The higher cigar sales were due to
increased volume at General Cigar, principally in premium cigars, and price
increases in all cigar categories. A portion of the increased volume was
directly due to the acquisition in early 1997 of Villazon, which is included
for two months in the current quarter. Net sales of the Corporation's other
businesses were slightly lower.
The Corporation's operating profit increased to $5.7 million in the 1997
first quarter from $2.5 million in the 1996 first quarter due to increased
operating profit in the cigar business. The increased operating profit in the
cigar business was due to the increased sales noted above and higher margins on
cigar sales. The improved margins were due to the price increases and a more
favorable sales mix. Consistent with prior years, the nursery products business
incurred an operating loss in the 1997 first quarter due to the seasonal nature
of this business. Overall operating results in the Corporation's real estate
businesses were unchanged. Increased profit from the New York City office
building was offset by lower results in the Connecticut real estate business,
due principally to lower revenue. The nonoperating income in the 1996 first
quarter reflected dividend income from the Eli Witt preferred stock that the
Corporation previously held. The preferred stock was exchanged in satisfaction
of the related subordinated note payable in the 1996 fourth quarter.
The lower interest expense reflects the reduction of debt in the 1996
fourth quarter, principally from the proceeds from the sale of CMS Gilbreth
Packaging Systems, Inc. ("CMS Gilbreth") substantially offset by the interest
on the debt incurred to acquire Villazon. Net income in the 1996 first
quarter included the results of a discontinued operation, CMS Gilbreth, which
was sold in the 1996 fourth quarter.
- 12 -
<PAGE>
PART II
--------------------------
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBIT 11: STATEMENT RE COMPUTATION OF EARNINGS PER SHARE
(dollars in thousands except per share data)
PRIMARY 13 WEEKS ENDED
---------------------------
MARCH 1, MARCH 2,
1997 1996
-------- --------
Income from continuing operations $ 2,264 $ 428
Income from discontinued operation - 496
-------- --------
Net income $ 2,264 $ 924
--------- --------
--------- --------
Weighted average common shares outstanding 4,514,000 4,410,000
Net effect of dilutive stock options based on the
treasury stock method using average market
price 289,000 212,000
--------- --------
Total 4,803,000 4,622,000
---------- ---------
---------- ---------
Income per common share from continuing
operations $ 0.47 $ 0.09
Income per common share from discontinued
operation - 0.11
-------- --------
Net income per common share $ 0.47 $ 0.20
-------- -------
-------- -------
FULLY DILUTED 13 WEEKS ENDED
----------------------------
MARCH 1, MARCH 2,
1997 1996
--------- --------
Income from continuing operations $ 2,264 $ 428
Income from discontinued operation - 496
-------- -------
Net income $ 2,264 $ 924
------- -------
------- -------
Weighted average common shares outstanding 4,514,000 4,410,000
Net effect of dilutive stock options based on the
treasury stock method using the higher of
average/ending market price 339,000 236,000
------- -------
Total 4,853,000 4,646,000
--------- ---------
--------- ---------
Income per common share from continuing
operations $ 0.47 $ 0.09
Income per common share from discontinued
operation - 0.11
------ -------
Net income per common share $ 0.47 $ 0.20
------ -------
------ -------
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<PAGE>
(B) REPORTS ON FORM 8-K
The Corporation filed Form 8-K on January 21, 1997 to announce the
completion of the acquisition by General Cigar Co. Inc., a subsidiary of the
Corporation, of privately held Villazon & Company, Inc. and Honduras American
Tabaco S.A. de C.V. (see Note 3). The Corporation filed Form 8-K/A on April
7, 1997 that included the financial statements of Villazon & Company, Inc.
and Honduras American Tabaco S.A. de C.V. and pro forma financial information.
- 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: April 15, 1997 /s/ Jay M. Green
-------------------------------------
Jay M. Green
EXECUTIVE VICE PRESIDENT
CHIEF FINANCIAL OFFICER AND TREASURER
DATE: April 15, 1997 /s/ Joseph Aird
-------------------------------------
Joseph Aird
SENIOR VICE PRESIDENT - CONTROLLER
- 15 -
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> NOV-29-1997
<PERIOD-END> MAR-01-1997
<CASH> 12,559
<SECURITIES> 0
<RECEIVABLES> 34,634
<ALLOWANCES> (818)
<INVENTORY> 94,244
<CURRENT-ASSETS> 148,000
<PP&E> 125,760
<DEPRECIATION> (53,549)
<TOTAL-ASSETS> 339,740
<CURRENT-LIABILITIES> 102,842
<BONDS> 69,447
0
0
<COMMON> 4,549
<OTHER-SE> 133,507
<TOTAL-LIABILITY-AND-EQUITY> 339,740
<SALES> 53,488
<TOTAL-REVENUES> 53,488
<CGS> 29,458
<TOTAL-COSTS> 47,742
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 461
<INTEREST-EXPENSE> 2,073
<INCOME-PRETAX> 3,651
<INCOME-TAX> 1,387
<INCOME-CONTINUING> 2,264
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,264
<EPS-PRIMARY> 0.47
<EPS-DILUTED> 0.47
</TABLE>
