UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 28, 1997
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________________ to ______________________
Commission file number 33-26987
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CONSOLIDATED CIGAR CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 13-3148462
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5900 NORTH ANDREWS AVENUE, FORT LAUDERDALE, FLORIDA 33309-2369
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(Address of principal executive offices) (Zip code)
(954) 772-9000
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since
last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Sections 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 No X
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There were no shares of common stock held by non-affiliates. The
number of shares outstanding of the registrant's common stock $1.00 par value,
is 1,000 shares as of August 8, 1997.
CONSOLIDATED CIGAR CORPORATION AND SUBSIDIARIES
INDEX
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Page
Number
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Part I. FINANCIAL INFORMATION
Item 1. Interim Financial Statements
Condensed Consolidated Balance Sheets at June 28, 1997
(unaudited) and December 31, 1996........................ 3
Condensed Consolidated Statements of Operations for the
Thirteen Weeks Ended June 28, 1997 (unaudited) and
June 29, 1996 (unaudited)................................ 5
Condensed Consolidated Statements of Operations for the
Twenty-Six Weeks Ended June 28, 1997 (unaudited) and
June 29, 1996 (unaudited)................................ 6
Condensed Consolidated Statements of Stockholder's Equity
for the Twenty-Six Weeks Ended June 28, 1997 (unaudited)
and June 29, 1996 (unaudited)............................ 7
Condensed Consolidated Statements of Cash Flows for the
Twenty-Six Weeks Ended June 28, 1997 (unaudited) and
June 29, 1996 (unaudited)................................ 8
Notes to Unaudited Condensed Consolidated Financial
Statements............................................... 10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations...................................... 12
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K................ 15
CONSOLIDATED CIGAR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
December 31, June 28,
1996 1997
(Unaudited)
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ASSETS
Current assets:
Cash and cash equivalents $ 1,906 $ 3,113
Accounts receivable, less allowances
of $5,604 and $6,279, respectively 19,498 27,516
Inventories 45,957 59,882
Prepaid expenses and other 5,591 10,375
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Total current assets 72,952 100,886
Property, plant and equipment, net of accumulated depreciation 37,224 38,014
Trademarks, less accumulated amortization
of $3,319 and $3,752, respectively 31,155 30,722
Goodwill, less accumulated amortization
of $6,593 and $7,396, respectively 59,723 58,920
Other intangibles and assets, less accumulated
amortization of $3,406 and $3,899, respectively 4,457 4,248
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Total assets $ 205,511 $ 232,790
==================== ====================
See notes to unaudited condensed consolidated financial statements.
3
CONSOLIDATED CIGAR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS - (Continued)
(Dollars in thousands)
December 31, June 28,
1996 1997
(Unaudited)
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LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable $ 7,197 $ 6,714
Accrued expenses 21,812 22,982
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Total current liabilities 29,009 29,696
Long-term debt 97,500 103,800
Deferred taxes 7,647 8,840
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Total liabilities 134,156 142,336
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Commitments and contingencies
- -
Stockholder's equity:
Common stock, $1.00 par value,
1,000 shares authorized, issued and outstanding 1 1
Additional paid-in capital 34,834 34,834
Retained earnings 36,520 55,619
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Total stockholder's equity 71,355 90,454
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Total liabilities and stockholder's equity $ 205,511 $ 232,790
==================== ====================
See notes to unaudited condensed consolidated financlal statements.
4
CONSOLIDATED CIGAR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands)
(Unaudited)
Thirteen Thirteen
Weeks Ended Weeks Ended
June 29, June 28,
1996 1997
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Net sales $ 51,975 $ 76,377
Cost of sales 30,103 42,935
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Gross profit 21,872 33,442
Selling, general
and administrative expenses 9,415 10,765
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Operating income 12,457 22,677
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Other expenses:
Interest expense, net 2,675 2,670
Miscellaneous 288 507
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2,963 3,177
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Income before provision for
income taxes 9,494 19,500
Provision for income taxes 2,651 6,238
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Net income $ 6,843 $ 13,262
==================== ====================
See notes to unaudited condensed consolidated financial statements.
5
CONSOLIDATED CIGAR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands)
(Unaudited)
Twenty-Six Twenty-Six
Weeks Ended Weeks Ended
June 29, June 28,
1996 1997
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Net sales $ 92,200 $ 132,265
Cost of sales 53,416 74,193
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Gross profit 38,784 58,072
Selling, general
and administrative expenses 17,578 19,985
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Operating income 21,206 38,087
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Other expenses:
Interest expense, net 5,301 5,163
Miscellaneous 585 948
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5,886 6,111
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Income before provision for
income taxes 15,320 31,976
Provision for income taxes 4,143 10,232
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Net income $ 11,177 $ 21,744
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See notes to unaudited condensed consolidated financial statements.
6
CONSOLIDATED CIGAR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
(Dollars in thousands)
(Unaudited)
Additional
Common Paid-in Retained
Stock Capital Earnings Total
------------------- ------------------- -------------------- --------------------
Balance at December 31, 1995 $ 1 $ 34,834 $ 19,493 $ 54,328
Net income for the twenty-six weeks - - 11,177 11,177
Dividends paid - - (7,180) (7,180)
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Balance at June 29, 1996 $ 1 $ 34,834 $ 23,490 $ 58,325
================= =================== ==================== ====================
Balance at December 31, 1996 $ 1 $ 34,834 $ 36,520 $ 71,355
Net income for the twenty-six weeks - - 21,744 21,744
Dividends paid - - (2,645) (2,645)
----------------- ------------------- -------------------- --------------------
Balance at June 28, 1997 $ 1 $ 34,834 $ 55,619 $ 90,454
================= =================== ==================== ====================
See notes to unaudited condensed consolidated financial statements.
7
CONSOLIDATED CIGAR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Twenty-Six Twenty-Six
Weeks Ended Weeks Ended
June 29, June 28,
1996 1997
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Cash flows from operating activities:
Net income $ 11,177 $ 21,744
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 3,647 3,754
Deferred income (102) (61)
Changes in assets and liabilities:
Increase in:
Accounts receivable (3,358) (8,018)
Inventories (3,893) (13,925)
Prepaid expenses and other (654) (4,878)
Increase (decrease) in:
Accounts payable 2,782 (483)
Accrued expenses and
other liabilities 1,069 3,678
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Net cash provided by operating activities 10,668 1,811
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Cash flows used for investing activities:
Capital expenditures (3,170) (2,815)
Investment in joint venture (482) -
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Net cash used for investing activities (3,652) (2,815)
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See notes to unaudited condensed consolidated financial statements.
8
CONSOLIDATED CIGAR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)
(Dollars in thousands)
(Unaudited)
Twenty-Six Twenty-Six
Weeks Ended Weeks Ended
June 29, June 28,
1996 1997
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Cash flows provided by (used for) financing activities:
Borrowings of revolving loan, net $ 900 $ 9,200
Due to affiliates (934) (1,444)
Other debt - (2,900)
Dividends paid (7,180) (2,645)
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Net cash provided by (used for) financing activities (7,214) 2,211
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(Decrease) increase in cash and cash equivalents (198) 1,207
Cash and cash equivalents, beginning of period 1,145 1,906
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Cash and cash equivalents, end of period $ 947 $ 3,113
==================== ====================
Supplemental disclosures of cash flow information:
Interest paid during the period $ 5,521 $ 5,407
Income taxes paid during the period 4,830 10,597
See notes to unaudited condensed consolidated financial statements.
9
CONSOLIDATED CIGAR CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - BASIS OF PRESENTATION
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On March 3, 1993, Consolidated Cigar Corporation (the "Company"), became
a direct wholly owned subsidiary of Consolidated Cigar Holdings Inc.
("Consolidated Cigar Holdings"), a holding company with no business operations
of its own that was formed as a Delaware corporation on January 6, 1993 to hold
all of the outstanding capital stock of the Company. The results of operations
and financial position of the Company therefore do not reflect the consolidated
results of operations and financial position of Consolidated Cigar Holdings.
Unless the context otherwise requires, all references in these notes to the
consolidated financial statements of the Company shall mean Consolidated Cigar
Corporation and its subsidiaries.
On August 21, 1996, Consolidated Cigar Holdings, then a direct
wholly-owned subsidiary of Mafco Consolidated Group Inc. ("Mafco Consolidated
Group"), completed an initial public offering (the "IPO") in which it issued
and sold 6,075,000 shares of its Class A Common Stock for $23.00 per share. The
proceeds, net of underwriters' discount and related fees and expenses, of
$127.8 million, were paid as a dividend to Mafco Consolidated Group. On March
20, 1997 Consolidated Cigar Holdings completed a secondary offering (the
"Offering"), of 5,000,000 shares of Class A Common Stock sold by Mafco
Consolidated Group, reducing its ownership in Consolidated Cigar Holdings to
approximately 63.9%. Neither Consolidated Cigar Holdings or the Company
received any of the proceeds from the Offering.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles and
accordingly include all adjustments (consisting only of normal recurring
accruals) which, in the opinion of management, are necessary for a fair
statement of the operations for the periods presented. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. The fiscal year of the
Company is comprised of four quarters with each quarter consisting of thirteen
weeks ending on Saturday except the last quarter which ends on December 31st.
The statements should be read in conjunction with the consolidated financial
statements of the Company and notes thereto for the fiscal year ended December
31, 1996, as filed with Form 10-K. The results of operations for the twenty-six
week periods ended June 28, 1997 and June 29, 1996 are not necessarily
indicative of the results for the entire year.
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CONSOLIDATED CIGAR CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE B - INVENTORIES
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The components of inventory are as follows:
(In thousands)
December 31, 1996 June 28, 1997
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Raw materials and supplies $34,469 $39,848
Work in process 1,974 3,479
Finished goods 9,514 16,555
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$45,957 $59,882
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CONSOLIDATED CIGAR CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
COMPARISON OF THE THIRTEEN WEEKS ENDED JUNE 28, 1997 AND JUNE 29, 1996 AND THE
TWENTY-SIX WEEKS ENDED JUNE 28, 1997 AND JUNE 29, 1996
Net sales were $76.4 million and $52.0 million for the thirteen weeks
ended June 28, 1997 (the "1997 Quarter") and June 29, 1996 (the "1996
Quarter"), respectively, an increase of $24.4 million or 46.9%. Net sales were
$132.3 million and $92.2 million for the twenty-six weeks ended June 28, 1997
(the "1997 Period") and June 29, 1996 (the "1996 Period"), respectively, an
increase of $40.1 million or 43.5%. The increases in net sales was primarily
due to higher sales of cigars. Cigar sales increased as a result of both a
shift in the sales mix to higher priced cigars and price increases on certain
cigar brands and, to a lesser extent, an increase in cigar unit volume,
particularly in the premium market.
Gross profit was $33.4 million and $21.9 million for the 1997 Quarter
and the 1996 Quarter, respectively, an increase of $11.5 million or 52.9%.
Gross profit was $58.1 million and $38.8 million for the 1997 Period and the
1996 Period, respectively, an increase of $19.3 million or 49.7%. The increases
in gross profit for the 1997 Quarter and 1997 Period were due to the increases
in sales, partially offset by increases in the costs of raw materials. As a
percentage of net sales, gross profit increased to 43.8% for the 1997 Quarter
and 43.9% for the 1997 Period from 42.1% for both the 1996 Quarter and 1996
Period primarily due to the impact of price increases and fixed manufacturing
costs spread over increased production volume.
Selling, general and administrative ("SG&A") expenses were $10.8 million
and $9.4 million for the 1997 Quarter and 1996 Quarter, respectively, an
increase of $1.4 million or 14.3%. SG&A expenses were $20.0 million and $17.6
million for the 1997 Period and the 1996 Period, respectively, an increase of
$2.4 million or 13.7%. The increases were primarily due to increases in selling
expenses and professional fees. As a percentage of net sales, SG&A expenses
decreased to 14.1% for the 1997 Quarter from 18.1% for the 1996 Quarter and to
15.1% for the 1997 Period from 19.1% for the 1996 Period. The decreases were
primarily due to SG&A expenses increasing at a lower rate relative to the
increase in net sales.
Operating income was $22.7 million and $12.5 million for the 1997
Quarter and 1996 Quarter, respectively, an increase of $10.2 million or 82.0%.
Operating income was $38.1 million and $21.2 million for the 1997 Period and
the 1996 Period, respectively, an increase of $16.9 million or 79.6%. As a
percentage of net sales, operating income increased to 29.7% for the 1997
Quarter from 24.0% for the 1996 Quarter and 28.8% for the 1997 Period from
23.0% for the 1996 Period, primarily due to higher gross profit margins and a
decrease in SG&A expenses as a percentage of net sales.
Interest expense, net was $2.7 million for both the 1997 Quarter and
1996 Quarter. Interest expense, net was $5.2 million and $5.3 million for the
1997 Period and the 1996 Period, respectively. The decrease was primarily due
to a lower amount of debt due to third parties outstanding during 1997.
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CONSOLIDATED CIGAR CORPORATION AND SUBSIDIARIES
The provision for income taxes as a percentage of income before income
taxes was 32.0% and 27.9% for the 1997 Quarter and 1996 Quarter, respectively,
and 32.0% and 27.0% for the 1997 Period and 1996 Period, respectively. The
increase in the effective rate is primarily due to an increase in income
subject to United States taxation during the 1997 Quarter and 1997 Period
partially offset by tax benefits associated with the Company's operations in
Puerto Rico. Income tax expense for all periods reflects provisions for federal
income taxes, Puerto Rico tollgate taxes, and taxes on Puerto Rico source
income, together with state and franchise taxes.
As a result of the foregoing, net income was $13.3 million and $6.8 million for
the 1997 Quarter and 1996 Quarter, respectively, an increase of $6.5 million or
93.8%. Net income was $21.7 million and $11.2 million for the 1997 Period and
the 1996 Period, respectively, an increase of $10.5 million or 94.5%.
LIQUIDITY AND CAPITAL RESOURCES
Net cash flows provided by operating activities were $1.8 million and
$10.7 million in the 1997 and the 1996 Period, respectively. The decrease in
cash flows of $8.9 million was due primarily to a significant increase in
working capital requirements, partially offset by an increase in net income.
Cash flows used for investing activities were $2.8 million for the 1997
Period and $3.7 million for the 1996 Period which relate to capital
expenditures. The capital expenditures in the 1997 and 1996 Periods primarily
relate to investment in the Company's manufacturing facilities to meet the
increased demand for the Company's premium cigars. Capital expenditures for the
remainder of 1997 are expected to be approximately $2.7 million.
Cash flows provided by financing activities for the 1997 Period were
$2.2 million and consist primarily of net borrowings under the Credit Agreement
(as defined herein), net of dividends paid to Consolidated Cigar Holdings and
payments due to affiliates. Cash flows used for financing activities for the
1996 Period were $7.2 million and were primarily used to make a dividend to
Mafco Consolidated Group.
In 1993 and 1994 the Company entered into two five-year interest rate
swap agreements in an aggregate notional amount of $85.0 million. Under the
terms of the agreements, the Company receives a fixed interest rate averaging
5.8% and pays a variable interest rate equal to the six month London interbank
offered rate (LIBOR). The Company entered into such agreements to take
advantage of the differential between long-term and short-term interest rates
and effectively converted the interest rate on $85.0 million of fixed-rate
indebtedness under the 10 1/2% Notes to a variable rate. Had the Company
terminated these agreements, which the Company considers to be held for other
than trading purposes on July 24, 1997, the Company would have realized a
combined loss of approximately $0.7 million. Future positive or negative cash
flows associated with these contracts will depend upon the trend of short-term
interest rates during the remaining life of the agreements. In the event of
non-performance of the counterparties at anytime during the remaining lives of
these agreements which expire at December 1998 and January 1999, the Company
could lose some or all of any future positive cash flows. However, the Company
does not anticipate non-performance by such counterparties.
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CONSOLIDATED CIGAR CORPORATION AND SUBSIDIARIES
The Company's principal sources of working capital for the current year
will be generated from operations and borrowings under the credit agreement
with The Chase Manhattan Bank, as the agent (the "Credit Agreement"). The
availability for borrowings under the Credit Agreement , as amended, was $34.9
million as of June 28, 1997, of which the Company had borrowed $19.5 million
(including letters of credit issued). The amounts available for borrowing under
the Credit Agreement will remain constant for the term of the Credit Agreement
which expires on April 3, 1999.
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CONSOLIDATED CIGAR CORPORATION AND SUBSIDIARIES
Item 6. Exhibits and Reports on Form 8-K
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(a) Exhibits
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*10.1 (l) Amendment No. 12 to the Credit
Agreement dated as of May 8, 1997
*27.0 Financial Data Schedule
(b) Reports on Form 8-K
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Consolidated Cigar Corporation filed no reports
on Form 8-K during the fiscal quarter ended
June 28, 1997.
* Filed herein.
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CONSOLIDATED CIGAR CORPORATION AND SUBSIDIARIES
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.
Consolidated Cigar Corporation
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(Registrant)
DATE: August 8, 1997 /s/ Theo W. Folz
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Theo W. Folz
Chief Executive Officer
DATE: August 8, 1997 /s/ Gary R. Ellis
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Gary R. Ellis
Chief Financial Officer
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