株探米国株
日本語 英語
エドガーで原本を確認する
0000102037false00001020372022-11-032022-11-03

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________________

FORM 8-K
____________________________________________

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 3, 2022
____________________________________________

UNIVERSAL CORPORATION
(Exact name of registrant as specified in its charter)
____________________________________________
Virginia 001-00652 54-0414210
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
9201 Forest Hill Avenue, Richmond, Virginia 23235
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code
(804) 359-9311

Not applicable
(Former name or former address, if changed since last report)
____________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class Trading Symbols Name of Exchange on which registered
Common Stock, no par value UVV New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.             ☐



Item 2.02.    Results of Operations and Financial Condition.

    Universal Corporation (the “Company”) issued a press release on November 3, 2022, discussing its results for the quarter ended September 30, 2022. The press release is attached as Exhibit 99.1 and is incorporated by reference into this Item 2.02.

Item 8.01.    Other Events.

On November 3, 2022, the Company issued a press release announcing a quarterly dividend for the Company’s common stock and the approval of a share repurchase program. The press release is attached as Exhibit 99.2 and is incorporated by reference into this Item 8.01.

    



Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits
No. Description
99.1
99.2
101 Interactive Data File (submitted electronically herewith).*
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its Inline XBRL tags are embedded within the Inline XBRL document. 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document In accordance with Rule 406T of Regulation S-T, the Inline XBRL related information in Exhibit 101 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section and shall not be part of any registration or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
__________
*Filed herewith





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
UNIVERSAL CORPORATION
(Registrant)
Date: November 3, 2022 By: /s/ Preston D. Wigner
Preston D. Wigner
Vice President, General Counsel, and Secretary






Exhibit Index
Exhibit
Number Document
99.1
99.2
101 Interactive Data File (submitted electronically herewith).*
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its Inline XBRL tags are embedded within the Inline XBRL document. 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document In accordance with Rule 406T of Regulation S-T, the Inline XBRL related information in Exhibit 101 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section and shall not be part of any registration or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
__________
*Filed herewith

EX-99.1 2 uvv-ex991x20221103xpressre.htm EX-99.1 Document

Exhibit 99.1
universalcorpbluea22a.jpg
P.O. Box 25099 ~ Richmond, VA 23260 ~ Phone: (804) 359-9311 ~ Fax: (804) 254-3584
______________________________________________________________________________________________________
P R E S S R E L E A S E
CONTACT: Candace C. Formacek RELEASE: 4:16 p.m. ET
Phone: (804) 359-9311
Fax: (804) 254-3584
Email: investor@universalleaf.com
Universal Corporation Reports Six Month Results
Richmond, VA November 3, 2022/ PRNEWSWIRE
___________________________________________________________________________________

George C. Freeman, III, Chairman, President, and Chief Executive Officer of Universal Corporation (NYSE:UVV), stated, “Demand for both our tobacco and plant-based ingredients products remains very strong, and we are excited about how our fiscal year 2023 is developing. We are seeing improvement in shipping availability, particularly in Brazil, where we were able to ship large amounts of carryover tobacco in both the six months and quarter ended September 30, 2022. We also remain very pleased with our strategic investment in our plant-based ingredients platform. Our Ingredients Operations segment diversifies our earnings and delivered higher results driven by higher sales in both the six months and quarter ended September 30, 2022, compared to the same periods in the prior fiscal year.

“We believe we are through our peak seasonal working capital requirements for fiscal year 2023, and we expect a considerable reduction in debt levels over the next two fiscal quarters. We have already seen significant working capital receipts in October 2022. Our tobacco shipments, which are weighted to the second half of our fiscal year, should enable us to reduce our debt levels from the elevated September 30, 2022 levels, as payments are received from our customers.

“Operating income for our Tobacco Operations segment for the six months and quarter ended September 30, 2022, was up significantly, compared to the six months and quarter ended September 30, 2021, driven by increased tobacco shipments. Improved container and vessel availability in Brazil enabled us to ship a greater amount of tobacco, particularly in the three months ended September 30, 2022. A large portion of the tobacco we shipped during the six months and quarter ended September 30, 2022, was carryover tobacco, and some tobacco we shipped was lower margin tobacco. While we are still having some shipping challenges in certain areas around the world, we are encouraged by the global easing of shipping constraints.
-- M O R E --



Universal Corporation
Page 2

“All types of leaf tobacco are currently in an undersupply position. We have worked diligently to secure the leaf tobacco desired by our customers, and our tobacco inventories were nearly 90% committed for sale to our customers at September 30, 2022. Burley tobacco crops have been particularly short in Africa, largely due to weather conditions, which has limited our sales opportunities.

“Our Ingredients Operations segment again delivered healthy results in the six months and quarter ended September 30, 2022. Demand for our ingredients products remains strong, and we continue to capitalize on synergies across the plant-based ingredients platform. We have seen inflationary cost increases, particularly for raw materials and labor, but margins have held up nicely. As these businesses continue to find success with their established products, we are working to grow the platform offerings by investing in key sales and product development personnel to promote and expand the full range of our ingredients capabilities across the platform.

“Universal remains focused on integrating sustainability into all aspect of our business. A key part of our sustainability efforts is reducing global emissions. To support us in developing our long-term strategy for reducing our global emissions footprint, we have engaged a third party to develop a low carbon transition plan and to prepare for updated guidance on meeting future net zero targets.”

FINANCIAL HIGHLIGHTS
Six Months Ended September 30, Change
(in millions of dollars, except per share data) 2022 2021 $ %
Consolidated Results
Sales and other operating revenue $ 1,080.8  $ 804.0  $ 276.8  34  %
Cost of goods sold $ 890.8  $ 648.8  $ 242.0  37  %
Gross Profit Margin 17.6  % 19.3  % -170 bps
Selling, general and administrative expenses $ 138.8  $ 115.2  $ 23.6  20  %
Restructuring and impairment costs $ —  $ 2.0  $ (2.0) (100) %
Operating income (as reported) $ 51.2  $ 40.4  $ 10.7  27  %
Adjusted operating income (non-GAAP)* $ 51.2  $ 41.6  $ 9.5  23  %
Diluted earnings per share (as reported) $ 1.15  $ 1.04  $ 0.11  11  %
Adjusted diluted earnings per share (non-GAAP)* $ 1.13  $ 0.96  $ 0.17  18  %
Segment Results
Tobacco operations sales and other operating revenues $ 918.1  $ 690.6  $ 227.5  33  %
Tobacco operations operating income $ 41.9  $ 35.8  $ 6.1  17  %
Ingredients operations sales and other operating revenues $ 162.7  $ 113.4  $ 49.3  44  %
Ingredient operations operating income $ 9.1  $ 7.1  $ 2.0  29  %
*See Reconciliation of Certain Non-GAAP Financial Measures in Other Items below.

Net income for the six months ended September 30, 2022, was $28.7 million, or $1.15 per diluted share, compared with $25.9 million, or $1.04 per diluted share, for the six months ended September 30, 2021. Excluding restructuring and impairment costs and certain other non-recurring items, detailed in Other Items below, net income and diluted earnings per share increased by $4.1 million and $0.17, respectively, for the six months ended September 30, 2022, compared to the six months ended September 30, 2021.
-- M O R E --



Universal Corporation
Page 3
Operating income of $51.2 million for the six months ended September 30, 2022, increased by $10.7 million, compared to operating income of $40.4 million for the six months ended September 30, 2021. Adjusted operating income, detailed in Other Items below, of $51.2 million increased by $9.5 million for the first half of fiscal year 2023, compared to adjusted operating income of $41.6 million for the first half of fiscal year 2022.

Net income for the quarter ended September 30, 2022, was $21.9 million, or $0.88 per diluted share, compared with $19.5 million, or $0.78 per diluted share, for the quarter ended September 30, 2021. Excluding restructuring and impairment costs and certain other non-recurring items, detailed in Other Items below, net income and diluted earnings per share increased by $5.3 million and $0.22, respectively, for the quarter ended September 30, 2022, compared to the quarter ended September 30, 2021. Operating income of $37.9 million for the quarter ended September 30, 2022, increased by $8.1 million, compared to operating income of $29.8 million for the quarter ended September 30, 2021. Adjusted operating income, detailed in Other Items below, of $37.9 million increased by $8.9 million for the second quarter of fiscal year 2023, compared to adjusted operating income of $29.0 million for the second quarter of fiscal year 2022.

Consolidated revenues increased by $276.8 million to $1.1 billion and by $197.0 million to $651.0 million, respectively, for the six months and quarter ended September 30, 2022, compared to the same periods in fiscal year 2022, on higher tobacco sales volumes and prices as well as the addition of the business acquired in October 2021 in the Ingredients Operations segment.

TOBACCO OPERATIONS
Operating income for the Tobacco Operations segment increased by $6.1 million to $41.9 million and by $6.9 million to $33.8 million, respectively, for the six months and quarter ended September 30, 2022, compared to the same periods in fiscal year 2022. Tobacco Operations segment results improved largely due to substantial shipments of both carryover and current crop tobacco, in the six months and quarter ended September 30, 2022, compared to the six months and quarter ended September 30, 2021. While sales volumes were higher for the Tobacco Operations segment in the six months and quarter ended September 30, 2022, compared to the same periods in the prior fiscal year, the sales included some lower margin tobacco. Unfavorable foreign currency comparisons due to the strong U.S. dollar also negatively impacted Tobacco Operations segment results in the six months and quarter ended September 30, 2022. Carrryover and current crop tobacco shipments from Brazil were up significantly in the six months and quarter ended September 30, 2022, compared to the six months and quarter ended September 30, 2021. In Africa, carryover and current crop shipments from Mozambique and Malawi were lower in the six months and quarter ended September 30, 2022, compared to the same periods in fiscal year 2022, due to smaller crop sizes as well as some logistical delays. In North America, sales volumes were down, in part due to shipment timing, and the sales mix included some lower margin tobacco in the six months and quarter ended September 30, 2022, compared to the same periods in fiscal year 2022. Trading business was up in Asia in the first half of fiscal year 2023, compared to the first half of fiscal year 2022. Selling, general, and administrative expenses for the Tobacco Operations segment were higher in the six months and quarter ended September 30, 2022, compared to the six months and quarter ended September 30, 2021, primarily due to unfavorable foreign currency comparisons. Revenues for the Tobacco Operations segment of $918.1 million for the six months and $570.0 million for the quarter ended September 30, 2022, were up $227.5 million and $173.3 million, respectively, compared to the same periods in the prior fiscal year, on higher sales volumes and prices.


-- M O R E --



Universal Corporation
Page 4
INGREDIENTS OPERATIONS
Operating income for the Ingredients Operations segment was $9.1 million and $4.5 million, respectively, for the six months and quarter ended September 30, 2022, compared to $7.1 million and $2.7 million, respectively, for the six months and quarter ended September 30, 2021. Results for the Ingredients Operations segment improved in the six months and quarter ended September 30, 2021, compared to the same periods in the prior fiscal year, on the inclusion of the October 2021 purchase of Shank’s Extracts, LLC (“Shank’s”). For both the six months and quarter ended September 30, 2021, the Ingredients Operations segment continued to see strong demand and volumes in both human and pet food categories. Despite seeing higher costs for raw materials, labor, travel and marketing, margins for the Ingredients Operations segment in the first half of fiscal year 2023 continued to hold up well compared to those in the first half of fiscal year 2022. Selling, general, and administrative expenses for the segment increased in the six months and quarter ended September 30, 2022, compared to the same periods in the prior fiscal year, primarily on the addition of Shank’s. Revenues for the Ingredients Operations segment increased by $49.3 million to $162.7 million and by $23.8 million to $81.0 million, respectively, for the six months and quarter ended September 30, 2022, compared to the six months and quarter ended September 30, 2021, largely on the addition of the revenues for the acquired business as well as higher sales volumes and prices.

OTHER ITEMS

Cost of goods sold in the six months and quarter ended September 30, 2022, increased by 37% and 50% to $890.8 million and $540.7 million, respectively, compared to the same periods in the prior fiscal year, as a result of higher sales. The percentage increases in cost of goods sold were higher than comparable percentage increases in revenues in the same periods primarily due to some lower margin sales in the Tobacco Operations segment. Selling, general, and administrative costs for the six months and quarter ended September 30, 2022, increased by $23.6 million to $138.8 million and by $7.0 million to $72.4 million, respectively, compared to the same periods in the prior fiscal year, on additional costs from the acquisition of Shank’s in the Ingredients Operations segment, unfavorable foreign currency comparisons as well as higher compensation and travel costs. Unfavorable foreign currency comparisons were approximately $8.3 million and $1.7 million, respectively, in the six months and quarter ended September 30, 2022, compared to the same periods in the prior year. Interest expense for the six months and quarter ended September 30, 2022, increased by $5.6 million to $19.0 million and by $5.1 million to $12.3 million, respectively, largely on higher debt balances and interest rates.

For the six months and quarter ended September 30, 2022, our effective tax rate on pre-tax income was 31.1% and 25.5%, respectively. The consolidated effective income tax rate for the six months ended September 30, 2022, was affected by the sale of our idled Tanzania operations in the quarter ended June 30, 2022, which resulted in $1.1 million of additional income taxes. Without this item, the consolidated effective income tax rate for the six months ended September 30, 2022, would have been approximately 27.6%. Additionally, the sale of our idled Tanzania operations resulted in a $1.8 million reduction to consolidated interest expense related to an uncertain tax position.

For the six months and quarter ended September 30, 2021, our effective tax rate on pre-tax income was 16.5% and 15.1% respectively. In the three months ended September 30, 2021, we recognized a $1.7 million income tax benefit related to a foreign subsidiary. Without this income tax benefit, the adjusted effective tax rates were 22.0% and 21.7% for the six months and quarter ended September 30, 2021, respectively.

-- M O R E --



Universal Corporation
Page 5
Reconciliation of Certain Non-GAAP Financial Measures

The following tables set forth certain non-recurring items included in reported results to reconcile adjusted operating income to consolidated operating income and adjusted net income to net income attributable to Universal Corporation:

Adjusted Operating Income Reconciliation
Three Months Ended September 30, Six Months Ended September 30,
(in thousands) 2022 2021 2022 2021
As Reported: Consolidated operating income $ 37,886  $ 29,813  $ 51,152  $ 40,418 
Transaction costs for acquisitions(1)
—  1,713  —  1,713 
Restructuring and impairment costs(2)
—  —  —  2,024 
Fair value adjustment to contingent consideration for FruitSmart acquisition(3)
—  (2,532) —  (2,532)
Adjusted operating income $ 37,886  $ 28,994  $ 51,152  $ 41,623 
Adjusted Net Income and Diluted Earnings Per Share
(in thousands and reported net of income taxes) Three Months Ended September 30, Six Months Ended September 30,
2022 2021 2022 2021
As Reported: Net income available to Universal Corporation $ 21,855  $ 19,510  $ 28,685  $ 25,867 
Transaction costs for acquisitions(1)
—  1,713  —  1,713 
Restructuring and impairment costs(2)
—  —  —  1,005 
Fair value adjustment to contingent consideration for FruitSmart acquisition(3)
—  (2,532) —  (2,532)
Interest income and income tax benefit on a final tax ruling at a foreign subsidiary —  (2,156) —  (2,156)
Interest expense reversal on uncertain tax position and income tax from sale of operations in Tanzania —  —  (684) — 
Adjusted net income available to Universal Corporation $ 21,855  $ 16,535  $ 28,001  $ 23,897 
As reported: Diluted earnings per share $ 0.88  $ 0.78  $ 1.15  $ 1.04 
As adjusted: Diluted earnings per share $ 0.88  $ 0.66  $ 1.13  $ 0.96 
(1)The Company incurred selling, general, and administrative expenses for due diligence and other transaction costs associated with the acquisition of Shank's.
(2)Restructuring and impairment costs are included in Consolidated operating income in the consolidated statements of income, but excluded for purposes of Adjusted operating income, Adjusted net income available to Universal Corporation, and Adjusted diluted earnings per share.
(3)The Company reversed the contingent consideration liability for the FruitSmart acquisition, as a result of certain performance metrics that did not meet the required threshold stipulated in the purchase agreement.


COVID-19 PANDEMIC IMPACT

We continue to closely monitor developments related to the coronavirus (“COVID-19” or “COVID”) pandemic and have taken and continue to take steps intended to mitigate the potential risks and impacts to us. It is paramount that our employees who operate our businesses are safe and informed. We have assessed and regularly update our existing health and safety protocols, business continuity plans for our business, and related policies and practices in the context of this pandemic, and we will take additional steps and reevaluate them to address the spread of COVID and its impacts, as necessary. We also continue to work with our suppliers to mitigate the impacts to our supply chain due to the pandemic. To date, we have not experienced a material impact to our supply chain, although we experienced delays resulting from COVID in certain operations during fiscal year 2021, and since March 2020 we have at times experienced increased volatility in foreign currency exchange rates, which we believe in part related to the uncertainties from COVID as well as actions taken by governments and central banks in response to COVID.
-- M O R E --



Universal Corporation
Page 6
We continue to see and monitor some logistical constraints around worldwide vessel and container availability and increased costs stemming from the COVID pandemic.

We believe we currently have sufficient liquidity to meet our current obligations and our business operations remain fundamentally unchanged other than shipping delays, which could continue to impact quarterly comparisons. The extent to which COVID impacts our business, financial position, results of operations, and cash flows will depend on future developments which are highly uncertain and cannot be predicted including, without limitation, the extent, resurgence, variation or duration of COVID, governmental and other third party actions that may be taken in response to the same, and their effects on the global, national or local economy, including the impacts on our ability to access capital. We remain thankful for the hard work of our employees and the continued support of our customers, growers, and other partners during these challenging times.


-- M O R E --



Universal Corporation
Page 7
Additional information
Amounts described as net income (loss) and earnings (loss) per diluted share in the previous discussion are attributable to Universal Corporation and exclude earnings related to non-controlling interests in subsidiaries. Adjusted operating income (loss), adjusted net income (loss) attributable to Universal Corporation, adjusted diluted earnings (loss) per share, and the total for segment operating income (loss) referred to in this discussion are non-GAAP financial measures. These measures are not financial measures calculated in accordance with GAAP and should not be considered as substitutes for operating income (loss), net income (loss) attributable to Universal Corporation, diluted earnings (loss) per share, cash from operating activities or any other operating or financial performance measure calculated in accordance with GAAP, and may not be comparable to similarly-titled measures reported by other companies. A reconciliation of adjusted operating income (loss) to consolidated operating (income), adjusted net income (loss) attributable to Universal Corporation to consolidated net income (loss) attributable to Universal Corporation and adjusted diluted earnings (loss) per share to diluted earnings (loss) per share are provided in Other Items above. In addition, we have provided a reconciliation of the total for segment operating income (loss) to consolidated operating income (loss) in Note 3 "Segment Information" to the consolidated financial statements. Management evaluates the consolidated Company and segment performance excluding certain significant charges or credits. We believe these non-GAAP financial measures, which exclude items that we believe are not indicative of our core operating results, provide investors with important information that is useful in understanding our business results and trends.

This release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The Company cautions readers that any statements contained herein regarding financial condition, results of operation, and future business plans, operations, opportunities, and prospects for its performance are forward-looking statements based upon management’s current knowledge and assumptions about future events, and involve risks and uncertainties that could cause actual results, performance, or achievements to be materially different from any anticipated results, prospects, performance, or achievements expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, impacts of the ongoing COVID-19 pandemic and new subvariants; success in pursuing strategic investments or acquisitions and integration of new businesses and the impact of these new businesses on future results; product purchased not meeting quality and quantity requirements; our reliance on a few large customers; its ability to maintain effective information technology systems and safeguard confidential information; anticipated levels of demand for and supply of its products and services; costs incurred in providing these products and services including increased transportation costs and delays attributed to global supply chain challenges; timing of shipments to customers; higher inflation rates; changes in market structure; government regulation and other stakeholder expectations; economic and political conditions in the countries in which we and our customers operate, including the ongoing impacts from the conflict in Ukraine; product taxation; industry consolidation and evolution; changes in exchange rates and interest rates; impacts of regulation and litigation on its customers; industry-specific risks related to its plant-based ingredient businesses; exposure to certain regulatory and financial risks related to climate change; changes in estimates and assumptions underlying its critical accounting policies; the promulgation and adoption of new accounting standards, new government regulations and interpretation of existing standards and regulations; and general economic, political, market, and weather conditions. Actual results, therefore, could vary from those expected. A further list and description of these risks, uncertainties, and other factors can be found in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2022, and in other documents the Company files with the Securities and Exchange Commission. This information should be read in conjunction with the Annual Report on Form 10-K for the year ended March 31, 2022. The Company cautions investors not to place undue reliance on any forward-looking statements as these statements speak only as of the date when made, and it undertakes no obligation to update any forward-looking statements made.

At 5:00 p.m. (Eastern Time) on November 3, 2022, the Company will host a conference call to discuss these results. Those wishing to listen to the call may do so by visiting www.universalcorp.com at that time. A replay of the webcast will be available at that site through February 3, 2023. A taped replay of the call will be available through November 16, 2022, by dialing (866) 813-9403. The confirmation number to access the replay is 538747.
-- M O R E --



Universal Corporation
Page 8

Universal Corporation (NYSE: UVV), headquartered in Richmond, Virginia, is a global business-to-business agri-products supplier to consumer product manufacturers, operating in over 30 countries on five continents. We strive to be the supplier of choice for our customers by leveraging our farmer base, our commitment to a sustainable supply chain, and our ability to provide high-quality, customized, traceable, value-added agri-products essential for our customers’ requirements. We find innovative solutions to serve our customers and have been meeting their agri-product needs for more than 100 years. Our principal focus since our founding in 1918 has been tobacco, and we are the leading global leaf tobacco supplier. Through our plant-based ingredients platform, we provide a variety of value-added manufacturing processes to produce high-quality, specialty vegetable- and fruit-based ingredients as well as botanical extracts and flavorings for the food and beverage end markets. For more information, visit www.universalcorp.com.









-- M O R E --



Universal Corporation
Page 9
UNIVERSAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(in thousands of dollars, except per share data)

Three Months Ended September 30, Six Months Ended September 30,
2022 2021 2022 2021
(Unaudited) (Unaudited)
Sales and other operating revenues $ 650,984  $ 453,955  $ 1,080,806  $ 803,984 
Costs and expenses
Cost of goods sold 540,725  361,272  890,829  648,828 
Selling, general and administrative expenses 72,373  65,402  138,825  115,246 
Other income —  (2,532) —  (2,532)
Restructuring and impairment costs —  —  —  2,024 
Operating income 37,886  29,813  51,152  40,418 
Equity in pretax earnings (loss) of unconsolidated affiliates 416  2,363  (137) 2,972 
Other non-operating income (expense) (77) 54  (139) 102 
Interest income 93  517  330  590 
Interest expense 12,270  7,130  18,994  13,338 
Income before income taxes and other items 26,048  25,617  32,212  30,744 
Income taxes 6,642  3,862  10,005  5,077 
Net income 19,406  21,755  22,207  25,667 
Less: net loss (income) attributable to noncontrolling interests in subsidiaries 2,449  (2,245) 6,478  200 
Net income attributable to Universal Corporation $ 21,855  $ 19,510  $ 28,685  $ 25,867 
Earnings per share:
Basic
$ 0.88  $ 0.79  $ 1.16  $ 1.05 
Diluted
$ 0.88  $ 0.78  $ 1.15  $ 1.04 

See accompanying notes.


-- M O R E --



Universal Corporation
Page 10
UNIVERSAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands of dollars)
September 30, September 30, March 31,
2022 2021 2022
(Unaudited) (Unaudited)
ASSETS
Current assets
Cash and cash equivalents $ 58,855  $ 100,682  $ 81,648 
Accounts receivable, net 469,406  297,442  385,437 
Advances to suppliers, net 106,475  82,192  129,838 
Accounts receivable—unconsolidated affiliates 51,179  63,112  4,540 
Inventories—at lower of cost or net realizable value:
Tobacco 968,167  854,331  822,513 
Other 234,581  161,001  194,161 
Prepaid income taxes 14,820  23,112  13,095 
Other current assets 87,910  76,050  116,779 
Total current assets 1,991,393  1,657,922  1,748,011 
Property, plant and equipment
Land 23,998  22,502  23,959 
Buildings 300,925  289,939  293,935 
Machinery and equipment 659,409  653,789  668,451 
984,332  966,230  986,345 
Less accumulated depreciation (643,584) (630,766) (641,227)
340,748  335,464  345,118 
Other assets
Operating lease right-of-use assets 43,278  33,790  40,243 
Goodwill, net 213,803  172,964  213,998 
Other intangibles, net 86,129  67,510  92,571 
Investments in unconsolidated affiliates 70,878  84,517  81,006 
Deferred income taxes 18,180  17,193  11,616 
Pension asset 12,740  13,381  12,667 
Other noncurrent assets 36,848  43,057  41,115 
481,856  432,412  493,216 
Total assets $ 2,813,997  $ 2,425,798  $ 2,586,345 

See accompanying notes.





-- M O R E --



Universal Corporation
Page 11
UNIVERSAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands of dollars)
September 30, September 30, March 31,
2022 2021 2022
(Unaudited) (Unaudited)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Notes payable and overdrafts $ 582,382  $ 184,982  $ 182,639 
Accounts payable and accrued expenses 167,153  157,082  272,042 
Accounts payable—unconsolidated affiliates —  2,414  5,308 
Customer advances and deposits 12,644  25,219  13,724 
Accrued compensation 20,944  19,591  27,281 
Income taxes payable 4,589  1,136  7,427 
Current portion of operating lease liabilities 10,735  8,985  10,303 
Current portion of long-term debt —  —  — 
Total current liabilities 798,447  399,409  518,724 
Long-term debt 518,923  518,422  518,547 
Pensions and other postretirement benefits 49,398  54,598  52,890 
Long-term operating lease liabilities 27,905  22,530  29,617 
Other long-term liabilities 15,302  55,174  34,464 
Deferred income taxes 49,289  42,239  47,334 
Total liabilities 1,459,264  1,092,372  1,201,576 
Shareholders’ equity
Universal Corporation:
Preferred stock:
Series A Junior Participating Preferred Stock, no par value, 500,000 shares authorized, none issued or outstanding —  —  — 
Common stock, no par value, 100,000,000 shares authorized 24,555,361 shares issued and outstanding at September 30, 2022 (24,607,384 at September 30, 2021 and 24,550,019 at March 31, 2022) 333,540  328,836  330,662 
Retained earnings 1,080,920  1,074,629  1,094,192 
Accumulated other comprehensive loss (89,606) (106,133) (84,311)
Total Universal Corporation shareholders' equity 1,324,854  1,297,332  1,340,543 
Noncontrolling interests in subsidiaries 29,879  36,094  44,226 
Total shareholders' equity 1,354,733  1,333,426  1,384,769 
Total liabilities and shareholders' equity $ 2,813,997  $ 2,425,798  $ 2,586,345 

See accompanying notes.



-- M O R E --



Universal Corporation
Page 12
UNIVERSAL CORPORATION     
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of dollars)
Six Months Ended September 30,
2022 2021
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 22,207  $ 25,667 
Adjustments to reconcile net income to net cash used by operating activities:
Depreciation and amortization 28,294  25,096 
Net provision for losses (recoveries) on advances to suppliers (1,034) (44)
Foreign currency remeasurement (gain) loss, net 6,191  6,955 
Foreign currency exchange contracts 13,562  2,486 
Restructuring and impairment costs —  2,024 
Restructuring payments —  (3,203)
Change in estimated fair value of contingent consideration for FruitSmart acquisition —  (2,532)
Other, net 7,709  (4,916)
Changes in operating assets and liabilities, net (423,177) (172,304)
Net cash provided (used) by operating activities (346,248) (120,771)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (26,588) (18,645)
Proceeds from sale of business, net of cash held by the business 1,168  — 
Proceeds from sale of property, plant and equipment 1,644  6,767 
Net cash used by investing activities (23,776) (11,878)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of short-term debt, net 399,924  82,250 
Dividends paid to noncontrolling interests (6,825) (4,676)
Repurchase of common stock (3,448) — 
Dividends paid on common stock (38,594) (38,047)
Other (1,869) (2,996)
Net cash provided (used) by financing activities 349,188  36,531 
Effect of exchange rate changes on cash, restricted cash and cash equivalents (1,957) (421)
Net decrease in cash, restricted cash and cash equivalents (22,793) (96,539)
Cash, restricted cash and cash equivalents at beginning of year 87,648  203,221 
Cash, restricted cash and cash equivalents at end of period $ 64,855  $ 106,682 
Supplemental Information:
Cash and cash equivalents $ 58,855  $ 100,682 
Restricted cash (Other noncurrent assets) 6,000  6,000 
Total cash, restricted cash and cash equivalents $ 64,855  $ 106,682 

See accompanying notes.
-- M O R E --



Universal Corporation
Page 13
NOTE 1. BASIS OF PRESENTATION

Universal Corporation, which together with its subsidiaries is referred to herein as “Universal” or the “Company,” is a global business-to-business agri-products supplier to consumer product manufacturers. The Company is the leading global leaf tobacco supplier and provides high-quality plant-based ingredients to food and beverage end markets. Because of the seasonal nature of the Company’s business, the results of operations for any fiscal quarter will not necessarily be indicative of results to be expected for other quarters or a full fiscal year. All adjustments necessary to state fairly the results for the period have been included and were of a normal recurring nature. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022.

NOTE 2.   EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share:
Three Months Ended September 30, Six Months Ended September 30,
(in thousands, except share and per share data) 2022 2021 2022 2021
Basic Earnings Per Share
Numerator for basic earnings per share
Net income attributable to Universal Corporation $ 21,855  $ 19,510  $ 28,685  $ 25,867 
Denominator for basic earnings per share
Weighted average shares outstanding 24,779,237  24,776,930  24,774,126  24,745,827 
Basic earnings per share $ 0.88  $ 0.79  $ 1.16  $ 1.05 
Diluted Earnings Per Share
Numerator for diluted earnings per share
Net income attributable to Universal Corporation $ 21,855  $ 19,510  $ 28,685  $ 25,867 
Denominator for diluted earnings per share:
Weighted average shares outstanding 24,779,237  24,776,930  24,774,126  24,745,827 
Effect of dilutive securities
Employee and outside director share-based awards 160,190  139,416  163,365  148,539 
Denominator for diluted earnings per share 24,939,427  24,916,346  24,937,491  24,894,366 
Diluted earnings per share $ 0.88  $ 0.78  $ 1.15  $ 1.04 

-- M O R E --



Universal Corporation
Page 14
NOTE 3. SEGMENT INFORMATION

The Company conducts operations across two reportable operating segments, Tobacco Operations and Ingredients Operations.
The Tobacco Operations segment activities involve selecting, procuring, processing, packing, storing, shipping, and financing leaf tobacco for sale to, or for the account of, manufacturers of consumer tobacco products throughout the world. Through various operating subsidiaries located in tobacco-growing countries around the world and significant ownership interests in unconsolidated affiliates, the Company processes and/or sells flue-cured and burley tobaccos, dark air-cured tobaccos, and oriental tobaccos. Flue-cured, burley, and oriental tobaccos are used principally in the manufacture of cigarettes, and dark air-cured tobaccos are used mainly in the manufacture of cigars, pipe tobacco, and smokeless tobacco products. Some of these tobacco types are also increasingly used in the manufacture of non-combustible tobacco products that are intended to provide consumers with an alternative to traditional combustible products. The Tobacco Operations segment also provides physical and chemical product testing and smoke testing for tobacco customers. A substantial portion of the Company’s Tobacco Operations' revenues are derived from sales to a limited number of large, multinational cigarette and cigar manufacturers.
The Ingredients Operations segment provides its customers with a broad variety of plant-based ingredients for both human and pet consumption. The Ingredients Operations segment utilizes a variety of value-added manufacturing processes converting raw materials into a wide spectrum of fruit and vegetable juices, concentrates, dehydrated products, flavors, and botanical extracts. Customers for the Ingredients Operations segment include large multinational food and beverage companies, smaller independent manufacturers, and retail organizations. FruitSmart, Silva, and Shank's are the primary operations for the Ingredients Operations segment. FruitSmart manufactures fruit and vegetable juices, purees, concentrates, essences, fibers, seeds, seed oils, and seed powders. Silva is primarily a dehydrated product manufacturer of fruit and vegetable based flakes, dices, granules, powders, and blends. Shank's manufactures flavors and botanical extracts and also offers bottling and custom packaging for customers.
The Company currently evaluates the performance of its segments based on operating income after allocated overhead expenses, plus equity in the pretax earnings of unconsolidated affiliates. Operating results for the Company’s reportable segments for each period presented in the consolidated statements of income and comprehensive income were as follows:
Three Months Ended September 30, Six Months Ended September 30,
(in thousands of dollars) 2022 2021 2022 2021
SALES AND OTHER OPERATING REVENUES
   Tobacco Operations $ 570,030  $ 396,765  $ 918,093  $ 690,608 
   Ingredients Operations 80,954  57,190  162,713  113,376 
Consolidated sales and other operating revenues $ 650,984  $ 453,955  $ 1,080,806  $ 803,984 
OPERATING INCOME
   Tobacco Operations $ 33,790  $ 26,914  $ 41,906  $ 35,803 
   Ingredients Operations 4,512  2,730  9,109  7,079 
Segment operating income 38,302  29,644  51,015  42,882 
Deduct: Equity in pretax (earnings) loss of unconsolidated affiliates (1)
(416) (2,363) 137  (2,972)
              Restructuring and impairment costs (2)
—  —  —  (2,024)
Add: Other income (loss)(3)
—  2,532  —  2,532 
Consolidated operating income $ 37,886  $ 29,813  $ 51,152  $ 40,418 

(1)Equity in pretax earnings (loss) of unconsolidated affiliates is included in segment operating income (Tobacco Operations), but is reported below consolidated operating income and excluded from that total in the consolidated statements of income and comprehensive income.
(2)Restructuring and impairment costs are excluded from segment operating income, but are included in consolidated operating income in the consolidated statements of income and comprehensive income.
(3)Other income represents the reversal of a portion of the contingent consideration liability associated with the acquisition of FruitSmart.

###
EX-99.2 3 uvv-ex992x20221103xdividend.htm EX-99.2 Document

                                                Exhibit 99.2
universalcorpbluea221.jpg
P.O. Box 25099 ~ Richmond, VA 23260 ~ phone: (804) 359-9311 ~ fax (804) 254-3584
_____________________________________________________________________________________
P R E S S R E L E A S E
CONTACT: Candace C. Formacek RELEASE: 4:15 p.m. ET
Phone: (804) 359-9311
Fax: (804) 254-3584
Email: investor@universalleaf.com

Universal Corporation Announces Quarterly Dividend and Share Repurchase Program
Richmond, VA November 3, 2022 / PRNEWSWIRE

George C. Freeman, III, Chairman, President, and Chief Executive Officer of Universal Corporation (NYSE:UVV), announced today that the Company's Board of Directors declared a quarterly dividend of seventy-nine cents ($0.79) per share on the common shares of the Company, payable February 6, 2023, to common shareholders of record at the close of business on January 9, 2023.

In addition, Mr. Freeman announced that the Company’s Board of Directors has approved a program for the repurchase of up to $100 million of Universal Corporation shares of common stock. The authorized purchases may be made from time to time on the open market or in privately negotiated transactions at prices not exceeding prevailing market rates. Universal currently has approximately 24.6 million common shares outstanding.

Universal Corporation (NYSE: UVV), headquartered in Richmond, Virginia, is a global business-to-business agri-products supplier to consumer product manufacturers, operating in over 30 countries on five continents. We strive to be the supplier of choice for our customers by leveraging our farmer base, our commitment to a sustainable supply chain, and our ability to provide high-quality, customized, traceable, value-added agri-products essential for our customers’ requirements. We find innovative solutions to serve our customers and have been meeting their agri-product needs for more than 100 years. Our principal focus since our founding in 1918 has been tobacco, and we are the leading global leaf tobacco supplier. Through our plant-based ingredients platform, we provide a variety of value-added manufacturing processes to produce high-quality, specialty vegetable- and fruit-based ingredients as well as botanical extracts and flavorings for the food and beverage end markets. For more information, visit www.universalcorp.com.

# # #