-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FuzrzKnsjVGvQc5j5WtH7BuCGk8BZmzMypB9YUHASpDmFJdcKKnK9YvMDLtKaEZu nfD3qyATg+P7CtQTVGoSlA== 0000912057-96-022991.txt : 19961017 0000912057-96-022991.hdr.sgml : 19961017 ACCESSION NUMBER: 0000912057-96-022991 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960831 FILED AS OF DATE: 19961016 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CULBRO CORP CENTRAL INDEX KEY: 0000026093 STANDARD INDUSTRIAL CLASSIFICATION: TOBACCO PRODUCTS [2100] IRS NUMBER: 130762310 STATE OF INCORPORATION: NY FISCAL YEAR END: 1128 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-01210 FILM NUMBER: 96644180 BUSINESS ADDRESS: STREET 1: 387 PARK AVE S CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2125618700 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL CIGAR CO INC DATE OF NAME CHANGE: 19760726 10-Q 1 10-Q 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 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 CULBRO CORPORATION CONSOLIDATED STATEMENT OF OPERATIONS AND RETAINED EARNINGS (dollars in thousands except per share data) (unaudited)
13 Weeks Ended ------------------ August 31, September 2, 1996 1995 -------- -------- 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 -------- -------- -------- --------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Page 3 of 15 CULBRO CORPORATION CONSOLIDATED STATEMENT OF OPERATIONS AND RETAINED EARNINGS (dollars in thousands except per share data) (unaudited)
39 Weeks Ended --------------------------- August 31, September 2, 1996 1995 ---------- ---------- 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 ----------- ----------- ----------- -----------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Page 4 of 15 CULBRO CORPORATION CONSOLIDATED BALANCE SHEET (dollars in thousands except per share data)
August 31, December 2, 1996 1995 ---------- ---------- (UNAUDITED) 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 --------- ---------- --------- ----------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Page 5 of 15 CULBRO CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (dollars in thousands) (unaudited)
39 Weeks Ended ------------------ August 31, September 2, 1996 1995 -------- -------- 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 ------------ --------- ------------ ---------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Page 6 of 15 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 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 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 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 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 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)
PRIMARY 13 WEEKS ENDED ------------------------------ Aug. 31, Sept. 2, 1996 1995 ---------- --------- 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 ---------- --------- ---------- ---------
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FULLY DILUTED 13 WEEKS ENDED -------------------------- Aug. 31, Sept. 2, 1996 1995 ------------ ----------- 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 ------------ ----------- ------------ ----------- PRIMARY 39 WEEKS ENDED -------------------------- Aug. 31, Sept. 2, 1996 1995 ------------ ----------- 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 ----------- ----------- ----------- -----------
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FULLY DILUTED 39 WEEKS ENDED ------------------------------- Aug. 31, Sept. 2, 1996 1995 ------------- ----------- 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 ------------- ----------- ------------- -----------
(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 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 EX-27 2 EX-27
5 1,000 9-MOS NOV-30-1996 AUG-31-1996 3,190 0 29,770 (925) 79,230 118,276 114,605 (50,599) 290,552 28,942 107,888 0 0 4,549 128,233 290,552 137,505 137,505 79,113 121,065 0 228 6,950 11,027 4,367 6,660 (543) 0 0 6,117 1.31 1.31
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