Universal Corporation Reports Nine Month Results

5 February 2020

RICHMOND, Va., Feb. 4, 2020 /PRNewswire/ -- George C. Freeman, III, Chairman, President, and Chief Executive Officer of Universal Corporation (NYSE: UVV), reported net income for the nine months ended December 31, 2019, of $56.1 million, or $2.23 per diluted share, compared with $72.8 million, or $2.87 per diluted share, for the same period of the prior fiscal year. Excluding certain non-recurring items, detailed in Other Items below, net income and diluted earnings per share declined by $20.0 million and $0.78, respectively, for the nine months ended December 31, 2019, compared to the same period of the prior year. Operating income of $94.8 million for the nine months ended December 31, 2019, decreased by $5.6 million, compared to operating income of $100.4 million for the nine months ended December 31, 2018.

For the third fiscal quarter, ended December 31, 2019, net income was $26.0 million, or $1.04 per diluted share, compared with net income of $28.1 million, or $1.11 per diluted share, for the prior year's third fiscal quarter. Excluding certain non-recurring items, detailed in Other Items below, net income and diluted earnings per share declined by $17.0 million and $0.65, respectively, for the quarter ended December 31, 2019, compared to the same quarter of the prior year. Operating income for the third quarter of fiscal year 2020 increased to $44.1 million compared with $37.7 million for the three months ended December 31, 2018.

Segment operating income was $97.1 million for the nine months ended December 31, 2019, a decrease of $28.2 million, and for the quarter ended December 31, 2019, was $44.0 million, a decrease of $18.6 million, both compared to the same periods last fiscal year. Results reflected earnings declines in the North America and Other Regions segments, partially offset by earnings improvements in the Other Tobacco Operations segment for the nine months ended December 31, 2019, both compared to the same period in the prior fiscal year. For the quarter ended December 31, 2019, results declined for all segments compared to the quarter ended December 31, 2018. Consolidated revenues decreased by $277.5 million to $1.3 billion for the nine months ended December 31, 2019, and by $131.1 million to $505.0 million for the three months ended December 31, 2019, compared to the same periods in fiscal year 2019, on lower sales volumes and prices.

Mr. Freeman stated, "Consistent with results reported for the first half of our current fiscal year, results through the third quarter of fiscal year 2020 continue to reflect unfavorable variances to the same period in fiscal year 2019, when we benefited from large carryover crop sales volumes, mainly in North America and Africa. Flue-cured oversupply conditions this year have also created a selective market environment that has pressured volumes and margins. In addition, customer mandated shipping instructions in the second half of fiscal year 2020 are heavily weighted to our fourth quarter.

"We have also remained focused on solidifying our position as the leading global leaf tobacco supplier. We continue to see and develop opportunities in our leaf tobacco business to gain market share and increase operating efficiencies whether it be by realignment of processing capacity, such as recent steps taken in Malawi; optimization of our sourcing footprint; or by focusing on our leadership in supplying sustainable, compliant crops.

"At the same time, we are progressing in our previously announced plans to invest in non-tobacco growth opportunities and announced the completion of our first such acquisition, FruitSmart, Inc. ("FruitSmart"), in early January 2020. We are very excited about our initial non-tobacco acquisition, offering potential for growth in adjacent markets. We believe that FruitSmart, as an established value-added fruit and vegetable ingredient processor with a business-to-business customer base in an agricultural niche market, is a good fit for our company. As we have stated, FruitSmart represents a foundational step in our building a broader agri-products service platform. We continue to work on our pipeline and are working to provide resources necessary to develop this new segment of our business in support of our long-term shareholder value objectives."

FLUE-CURED AND BURLEY LEAF TOBACCO OPERATIONS:

OTHER REGIONS:

Operating income for the Other Regions segment decreased by $28.7 million to $68.1 million for the nine months and by $13.9 million to $39.4 million for the quarter ended December 31, 2019, compared with the same periods for fiscal year 2019. In both periods, volumes decreased in Africa, mainly from lower carryover crop sales and later customer mandated shipment timing. In Brazil, sales volumes were up in the nine months ended December 31, 2019, on higher carryover sales and earlier current crop shipments, but down in the quarter ended December 31, 2019, on lower current crop shipments, both compared to the same periods in the prior fiscal year. Results for Europe were down in the nine months and quarter ended December 31, 2019, on lower processing and sales volumes, compared to the same periods in the prior year. Results for Asia were up for the nine months ended December 31, 2019, on higher trading volumes, but declined in the quarter ended December 31, 2019. Selling, general, and administrative costs for the segment were lower for the nine months ended December 31, 2019, largely on favorable foreign currency comparisons and lower customer claim costs partially offset by lower net recoveries on advances to suppliers, compared with the same period in the prior fiscal year. For the quarter ended December 31, 2019, selling, general, and administrative costs were lower than those in the quarter ended December 31, 2018, on favorable currency comparisons, mainly in Mozambique and Brazil. Revenues for the Other Regions segment of $944.1 million for the nine months and $386.3 million for the quarter ended December 31, 2019, were down $145.1 million and $96.9 million, respectively, compared to the same period last year, on lower volumes and sales prices.

NORTH AMERICA:

Operating income for the North America segment of $6.7 million for the nine months ended December 31, 2019, was down by $13.7 million, compared to the same period for the prior fiscal year, primarily on significantly lower carryover crop sales volumes. In the first half of fiscal year 2019, carryover crop sales volumes were higher on shipments that had been delayed due to reduced transportation availability in the United States. In addition, in the nine months ended December 31, 2019, carryover crop sales volumes were down on reduced sales of U.S. burley tobaccos and current crop sales volumes were down in Mexico and Guatemala due to lower sales volumes and smaller crop sizes, compared to the same period in fiscal year 2019. Operating income for the North America segment of $0.4 million for the quarter ended December 31, 2019, was down by $2.8 million, compared to the same period for the prior fiscal year, mainly on lower sales volumes in Guatemala and lower sales and processing volumes in the United States. Selling, general, and administrative costs for the North America segment were down for the nine months, largely on favorable currency comparisons in Mexico, and flat for the quarter ended December 31, 2019, compared to the same periods in the prior fiscal year. Revenues for this segment decreased, by $126.7 million to $134.6 million for the nine months, and by $28.6 million to $49.4 million for the quarter ended December 31, 2019, compared to the same periods in the prior fiscal year, on the lower volumes and sales prices.

OTHER TOBACCO OPERATIONS:

The Other Tobacco Operations segment operating income of $22.3 million increased by $14.2 million for the nine months ended December 31, 2019, compared with the same period last fiscal year. For the quarter ended December 31, 2019, the segment's operating income of $4.3 million declined by $1.9 million compared to the same period last year. In both periods, results for our dark tobacco operations improved from higher wrapper sales volumes, influenced in part by earlier shipment timing in the third fiscal quarter of 2020 compared to the previous fiscal year. Results for our oriental joint venture were down for the nine months and quarter ended December 31, 2019, compared to the same periods in the prior fiscal year, primarily from lower sales volumes, due in part to some customer shipments delayed into the fourth quarter of fiscal 2020, as well as unfavorable currency remeasurement and exchange variances in both periods. Selling, general, and administrative costs for the segment were down in both the nine months and third fiscal quarter ended December 31, 2019 compared with those periods in the prior fiscal year, mostly from favorable comparisons to higher value-added tax charges in the third quarter of fiscal 2019. Revenues for the segment decreased by $5.7 million to $199.2 million for the nine months, and by $5.5 million to $69.4 million for the third quarter ended December 31, 2019, as higher dark tobacco operations revenues were more than offset by lower sales volumes from the timing of shipments of oriental tobaccos into the United States.

OTHER ITEMS:

Cost of goods sold in the nine months and quarter ended December 31, 2019, decreased by 19% and 21% to $1.0 billion and $412.1 million, respectively, both compared with the same periods in the prior fiscal year, consistent with similar percentage decreases in revenues. Selling, general, and administrative costs for the nine months and quarter ended December 31, 2019 decreased by $14.4 million to $152.8 million, and by $9.4 million to $48.9 million, respectively. Reductions in both periods reflected positive foreign currency remeasurement and exchange variances as well as lower value-added tax charges, while the nine-month comparison also benefitted from better customer claim experience and lower incentive compensation costs, offset in part by lower net recoveries on advances to suppliers compared to the same period in the prior fiscal year.

The following tables set forth certain non-recurring items included in reported results:



































Adjusted Operating Income





Three Months Ended

December 31,



Nine Months Ended

December 31,

(in millions)

2019



2018



2019



2018

As Reported: Consolidated operating income

$

44.1





$

37.7





$

94.8





$

100.4



FruitSmart acquisition transaction costs(1)

0.9









1.9







Restructuring and impairment costs(2)





19.4









19.5



Adjusted operating income

$

45.0





$

57.1





$

96.7





$

119.9



































Adjusted Net Income and Diluted Earnings Per Share

















Three Months Ended

December 31,



Nine Months Ended

December 31,

(in millions and reported net of income taxes)

2019



2018



2019



2018

As Reported: Net income available to Universal Corporation

$

26.0





$

28.1





$

56.1





$

72.8



FruitSmart acquisition transaction costs(1)

0.9









1.9







Restructuring and impairment costs(2)





15.8









15.8



Unresolved income tax matter for a foreign subsidiary









2.8







Income tax benefit from dividend withholding tax liability

reversal(3)













(7.8)



Adjusted Net income available to Universal Corporation

$

26.9





$

43.9





$

60.8





$

80.8



















Adjusted diluted earnings per share

$

1.08





$

1.73





$

2.41





$

3.19







(1) 

The Company incurred legal and professional fees associated with the acquisition of FruitSmart (effective January 1, 2020). These costs are not deductible for U.S. income tax purposes.





(2) 

In the third quarter of fiscal year 2019, the Company recognized a restructuring and impairment charge related to the Company's operations in Tanzania.





(3) 

During fiscal year 2019, the Company reversed a portion of a liability previously recorded for dividend withholding taxes on the cumulative retained earnings of a foreign subsidiary.



The Company's consolidated effective tax rates for the nine months and quarter ended December 31, 2019, were approximately 30% and 26%, respectively. Income tax expense for the nine months ended December 31, 2019 included a $2.8 million net tax accrual ($0.11 per diluted share) for an unresolved tax matter at a foreign subsidiary. Without the effect of this item, the consolidated effective tax rate for the nine months ended December 31, 2019, would have been 27%.

The Company's consolidated effective tax rates for the nine months and quarter ended December 31, 2018, were approximately 19% and 20%, respectively. Income tax expense for the nine months ended December 31, 2018 included a $7.8 million ($0.30 per diluted share) benefit from reversing a portion of a liability previously recorded for dividend withholding taxes on the cumulative retained earnings of a foreign subsidiary. Without the effect of this item, the consolidated effective tax rate for the nine months ended December 31, 2018, would have been 27%.

The effective tax rates for all periods include the benefit of various tax planning opportunities, as well as the net effect of items accounted for on a discrete basis in the respective reporting periods.

Additional information

Amounts included in the previous discussion are attributable to Universal Corporation and exclude earnings related to non-controlling interests in subsidiaries. In addition, the total for segment operating income (loss) referred to in this discussion is a non-GAAP measure. This measure is not a financial measure calculated in accordance with GAAP and should not be considered as a substitute for net income (loss), operating income (loss), cash from operating activities or any other operating performance measure calculated in accordance with GAAP, and it may not be comparable to similarly titled measures reported by other companies. A reconciliation of the total for segment operating income (loss) to consolidated operating income (loss) is provided in Note 3. Segment Information, included in this earnings release. The Company evaluates its segment performance excluding certain significant charges or credits. The Company believes this measure, which excludes items that it believes are not indicative of its core operating results, provides investors with important information that is useful in understanding its 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, integration of FruitSmart and the impact of the FruitSmart acquisition on future results; product purchased not meeting quality and quantity requirements; 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; timing of shipments to customers; changes in market structure; government regulation; 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 food ingredient business; 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, 2019, 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, 2019 and the Form 10-Q for the most recently ended fiscal quarter. 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 February 4, 2020, 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 May 4, 2020. A taped replay of the call will be available through February 18, 2020, by dialing (855) 859-2056. The confirmation number to access the replay is 7190448.

Universal Corporation (NYSE: UVV), headquartered in Richmond, Virginia, sources, processes, and supplies agri-products. Tobacco has been our principal focus since our founding in 1918, and we are the leading global leaf tobacco supplier. We conduct business in more than 30 countries on five continents. Our revenues for the fiscal year ended March 31, 2019, were $2.2 billion. For more information on Universal Corporation, visit our website at www.universalcorp.com.

  

UNIVERSAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(in thousands of dollars, except per share data)









































Three Months Ended

December 31,



Nine Months Ended

December 31,





2019



2018



2019



2018





(Unaudited)



(Unaudited)

Sales and other operating revenues



$

505,049





$

636,107





$

1,277,885





$

1,555,430



Costs and expenses

















Cost of goods sold



412,076





520,677





1,030,233





1,268,319



Selling, general and administrative expenses



48,858





58,302





152,824





167,244



Restructuring and impairment costs







19,447









19,447



Operating income



44,115





37,681





94,828





100,420



Equity in pretax earnings (loss) of unconsolidated affiliates



(69)





5,512





2,281





5,437



Other non-operating income



633





163





1,893





549



Interest income



164





233





1,412





1,044



Interest expense



5,197





4,732





14,361





13,274



Income before income taxes and other items



39,646





38,857





86,053





94,176



Income taxes



10,328





7,768





26,093





17,734



Net income



29,318





31,089





59,960





76,442



Less: net income attributable to noncontrolling interests in subsidiaries



(3,352)





(2,954)





(3,845)





(3,682)



Net income attributable to Universal Corporation



25,966





28,135





56,115





72,760





















Earnings per share:

















  Basic



$

1.04





$

1.12





$

2.24





$

2.90



  Diluted



$

1.04





$

1.11





$

2.23





$

2.87





See accompanying notes.



 



 

UNIVERSAL CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands of dollars)

































December 31,



December 31,



March 31,





2019



2018



2019





(Unaudited)



(Unaudited)





ASSETS













Current assets













Cash and cash equivalents



$

64,734





$

138,358





$

297,556



Accounts receivable, net



271,981





336,564





368,110



Advances to suppliers, net



120,079





98,942





106,850



Accounts receivable—unconsolidated affiliates



24,748





77,543





30,951



Inventories—at lower of cost or net realizable value:













Tobacco



937,661





867,181





629,606



Other



84,621





74,360





69,611



Prepaid income taxes



13,619





21,170





14,264



Other current assets



61,450





70,309





71,197



Total current assets



1,578,893





1,684,427





1,588,145

















Property, plant and equipment













Land



22,510





23,018





22,952



Buildings



255,202





253,150





261,976



Machinery and equipment



609,976





603,752





608,191







887,688





879,920





893,119



Less accumulated depreciation



(592,457)





(572,634)





(590,625)







295,231





307,286





302,494



Other assets













Operating lease right-of-use assets



34,230











Goodwill and other intangibles



98,042





98,008





97,994



Investments in unconsolidated affiliates



77,783





80,558





80,482



Deferred income taxes



16,354





13,959





13,357



Other noncurrent assets



50,186





44,378





50,712







276,595





236,903





242,545

















Total assets



$

2,150,719





$

2,228,616





$

2,133,184





See accompanying notes.



 

     

UNIVERSAL CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands of dollars)

































December 31,



December 31,



March 31,





2019



2018



2019





(Unaudited)



(Unaudited)





LIABILITIES AND SHAREHOLDERS' EQUITY













Current liabilities













Notes payable and overdrafts



$

92,592





$

129,316





$

54,023



Accounts payable and accrued expenses



130,165





144,107





145,506



Accounts payable—unconsolidated affiliates



7,494





1,470





106



Customer advances and deposits



8,230





56,355





21,675



Accrued compensation



21,761





23,989





31,372



Income taxes payable



1,991





3,090





1,066



Current portion of operating lease liabilities



8,394











Current portion of long-term debt













Total current liabilities



270,627





358,327





253,748

















Long-term debt



368,698





368,438





368,503



Pensions and other postretirement benefits



55,305





41,601





59,257



Long-term operating lease liabilities



23,465











Other long-term liabilities



51,185





38,467





43,214



Deferred income taxes



28,228





32,000





28,584



Total liabilities



797,508





838,833





753,306

















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 24,693,557

      shares issued and outstanding at December 31, 2019 (24,968,799 at

      December 31, 2018 and 24,989,946 at March 31, 2019)



324,388





326,323





326,600



Retained earnings



1,089,718





1,093,829





1,106,178



Accumulated other comprehensive loss



(104,310)





(75,667)





(95,691)



   Total Universal Corporation shareholders' equity



1,309,796





1,344,485





1,337,087



Noncontrolling interests in subsidiaries



43,415





45,298





42,791



   Total shareholders' equity



1,353,211





1,389,783





1,379,878































   Total liabilities and shareholders' equity



$

2,150,719





$

2,228,616





$

2,133,184





See accompanying notes.



 

    

UNIVERSAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands of dollars)

























Nine Months Ended December 31,





2019



2018





(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:









   Net income



$

59,960





$

76,442



   Adjustments to reconcile net income to net cash used by operating activities:









      Depreciation



27,500





27,651



      Net provision for losses (recoveries) on advances and guaranteed loans to suppliers



93





(3,045)



      Foreign currency remeasurement (gain) loss, net



(2,179)





1,790



      Restructuring and impairment costs







19,447



      Restructuring payments



(444)





(762)



   Other, net



2,714





6,812



   Changes in operating assets and liabilities, net



(260,542)





(225,648)



      Net cash used by operating activities



(172,898)





(97,313)













CASH FLOWS FROM INVESTING ACTIVITIES:









Purchase of property, plant and equipment



(21,692)





(28,370)



Proceeds from sale of property, plant and equipment



2,946





1,377



Other



496





2,000



Net cash used by investing activities



(18,250)





(24,993)













CASH FLOWS FROM FINANCING ACTIVITIES:









Issuance of short-term debt, net



41,201





85,893



Dividends paid to noncontrolling interests



(3,359)





(1,260)



Repurchase of common stock



(20,125)





(1,443)



Dividends paid on common stock



(56,601)





(51,156)



Other



(2,883)





(4,946)



Net cash (used) provided by financing activities



(41,767)





27,088













Effect of exchange rate changes on cash



93





(552)



Net decrease in cash and cash equivalents



(232,822)





(95,770)



Cash and cash equivalents at beginning of year



297,556





234,128













Cash and cash equivalents at end of period



$

64,734





$

138,358





See accompanying notes.

 

NOTE 1. BASIS OF PRESENTATION

Universal Corporation, which together with its subsidiaries is referred to herein as "Universal" or the "Company," is the leading global leaf tobacco supplier. 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. Certain amounts in prior year statements have been reclassified to conform to the current year presentation. This Form 10-Q 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, 2019.

NOTE 2.   EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share:









































Three Months Ended

December 31,



Nine Months Ended

December 31,

(in thousands, except share and per share data)



2019



2018



2019



2018



















Basic Earnings Per Share

















Numerator for basic earnings per share

















Net income attributable to Universal Corporation



$

25,966





$

28,135





$

56,115





$

72,760





















Denominator for basic earnings per share

















Weighted average shares outstanding



24,931,711





25,162,268





25,058,525





25,126,595





















Basic earnings per share



$

1.04





$

1.12





$

2.24





$

2.90





















Diluted Earnings Per Share

















Numerator for diluted earnings per share

















Net income attributable to Universal Corporation



25,966





28,135





56,115





72,760





















Denominator for diluted earnings per share:

















Weighted average shares outstanding



24,931,711





25,162,268





25,058,525





25,126,595



Effect of dilutive securities

















Employee share-based awards



123,343





203,498





119,992





202,878



Denominator for diluted earnings per share



25,055,054





25,365,766





25,178,517





25,329,473





















Diluted earnings per share



$

1.04





$

1.11





$

2.23





$

2.87







NOTE 3. SEGMENT INFORMATION

The principal approach used by management to evaluate the Company's performance is by geographic region, although the dark air-cured and oriental tobacco businesses are each evaluated on the basis of their worldwide operations. The Company evaluates the performance of its segments based on operating income after allocated overhead expenses (excluding significant non-recurring charges or credits), 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

December 31,



Nine Months Ended

December 31,

(in thousands of dollars)



2019



2018



2019



2018



















SALES AND OTHER OPERATING REVENUES

















Flue-Cured and Burley Leaf Tobacco Operations:

















   North America



$

49,378





$

78,009





$

134,649





$

261,347



   Other Regions (1)



386,261





483,161





944,083





1,089,180



      Subtotal



435,639





561,170





1,078,732





1,350,527



Other Tobacco Operations (2)



69,410





74,937





199,153





204,903



Consolidated sales and other operating revenue



$

505,049





$

636,107





$

1,277,885





$

1,555,430





















OPERATING INCOME

















Flue-Cured and Burley Leaf Tobacco Operations:

















   North America



$

352





$

3,147





$

6,714





$

20,395



   Other Regions (1)



39,430





53,283





68,140





96,828



      Subtotal



39,782





56,430





74,854





117,223



Other Tobacco Operations (2)



4,264





6,210





22,255





8,081



Segment operating income



44,046





62,640





97,109





125,304



Deduct: Equity in pretax (earnings) loss of unconsolidated affiliates (3)



69





(5,512)





(2,281)





(5,437)



              Restructuring and impairment costs (4)







(19,447)









(19,447)



Consolidated operating income



$

44,115





$

37,681





$

94,828





$

100,420









(1) 

Includes South America, Africa, Europe, and Asia regions, as well as inter-region eliminations.





(2) 

Includes Dark Air-Cured, Special Services, and Oriental, as well as inter-company eliminations. Sales and other operating revenues for this reportable segment include limited amounts for Oriental because the business is accounted for on the equity method and its financial results consist principally of equity in the pretax earnings (loss) of an unconsolidated affiliates.





(3) 

Equity in pretax earnings (loss) of unconsolidated affiliates is included in segment operating income (Other Tobacco Operations segment), but is reported below consolidated operating income and excluded from that total in the consolidated statements of income and comprehensive income.





(4) 

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.



 

Universal Corporation logo (PRNewsFoto/Universal Corporation)

 

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SOURCE Universal Corporation

Universal Corporation Reports Nine Month Results

20 March 2019

RICHMOND, Va., Feb. 7, 2019 /PRNewswire/ -- George C. Freeman, III, Chairman, President, and Chief Executive Officer of Universal Corporation (NYSE:UVV), reported net income for the nine months ended on December 31, 2018, of $72.8 million, or $2.87 per diluted share, compared with $75.1 million, or $2.94 per diluted share, for the same period of the prior fiscal year. Those results included certain non-recurring items, detailed in Other Items below, which decreased diluted earnings per share by $0.32 and increased diluted earnings per share by $0.41 for the nine months ended December 31, 2018 and December 31, 2017, respectively. Excluding those non-recurring items, net income and earnings per share increased by $16.2 million and $0.66, respectively, for the nine-month period compared to the prior fiscal year. Operating income of $100.4 million for the nine months ended December 31, 2018, which included restructuring and impairment charges of $19.4 million in Tanzania detailed in Other Items below, decreased by $10.3 million, compared to operating income of $110.7 million for the nine months ended December 31, 2017. Segment operating income was $125.3 million for the nine months ended December 31, 2018, an increase of $8.0 million, compared to segment operating income of $117.3 million for the nine months ended December 31, 2017. Results reflected earnings improvements in the North America and Other Tobacco Operations segments and flat results for the Other Regions segment for the nine months ended December 31, 2018. Consolidated revenues increased by $129.0 million to $1.6 billion for the nine months ended December 31, 2018, compared to the same period in the prior fiscal year, primarily due to higher sales and processing volumes.

For the third fiscal quarter ended December 31, 2018, net income was $28.1 million, or $1.11 per diluted share, compared with net income of $45.4 million, or $1.78 per diluted share, for the prior year's third fiscal quarter. Those results included certain non-recurring items, detailed in Other Items below, which decreased diluted earnings per share by $0.62 and increased diluted earnings per share by $0.41 for the quarters ended December 31, 2018 and December 31, 2017, respectively. Excluding those non-recurring items, net income and earnings per share increased by $9.1 million and $0.36, respectively, for the third fiscal quarter of 2019 compared to the prior year. Operating income for the third quarter of fiscal year 2019, which included restructuring and impairment charges of $19.4 million in Tanzania detailed in Other Items below, decreased to $37.7 million from $59.5 million for the three months ended December 31, 2017. Segment operating income was $62.6 million for the quarter ended December 31, 2018, a decrease of $3.3 million, compared to segment operating income of $65.9 million for the quarter ended December 31, 2017. For the quarter ended December 31, 2018, consolidated revenues decreased by $17.5 million to $636.1 million compared to $653.6 million for the three months ended December 31, 2017, on lower sales prices and a less favorable product mix.

Mr. Freeman stated, "As we have moved into the seasonally stronger back half of our fiscal year, we have continued to perform well. In the nine months ended December 31, 2018, we have increased our volumes and revenues and expanded services to our customers, and we forecast that our volumes for this fiscal year will be higher than the prior year. Our balance sheet also remains strong, and we successfully refinanced our $800 million bank credit agreement in December, which we believe positions us to meet the future financial needs of our business.

"As the leading global leaf supplier, we remain committed to strengthening our market share and investing for growth in our core tobacco business. As we recently announced, we are expanding our leaf purchasing, processing, and grower support services in the Philippines, as part of a new leaf supply arrangement with one of our major customers, who had previously purchased and processed their own tobacco. This arrangement will increase the efficiency of the supply chain in that origin by providing procurement synergies and economies of scale.

"Another aspect of improving efficiencies and reducing costs in the supply chain is ensuring that our operations and footprint support and reflect global market demand for leaf. Customer demand over recent years for tobacco sourced from Tanzania has declined. As a result, we have undertaken a review of the Tanzanian leaf tobacco market and our operations there. The review is ongoing, and we have decided to substantially reduce our permanent workforce and have incurred an impairment charge on certain assets there. This move and the expansion of services in the Philippines are consistent with our continued focus on effective rationalization of global leaf procurement supply chains, appropriate with changes in our customers' leaf tobacco requirements to maintain strong and stable markets into the future.

"Looking forward, we expect that our fourth quarter shipments will be strong. We are, however, continuing to monitor container and vessel availability, particularly in Brazil, which may shift some shipments into the first quarter of fiscal year 2020.

"As we close out the celebration of our 100th anniversary year, we want to express our sincere thanks to our employees, customers, and investors for their long-standing support. Our mission remains to continue our role as the leading global leaf supplier. We are also focused on our capital allocation strategy that reflects the strength of our balance sheet and demonstrates our commitment to sustainable shareholder value creation."

FLUE-CURED AND BURLEY LEAF TOBACCO OPERATIONS:

OTHER REGIONS:

Operating income for the Other Regions segment decreased by $1.4 million to $96.8 million for the nine months and by $3.6 million to $53.3 million for the quarter ended December 31, 2018, compared with the same periods for fiscal year 2018, as benefits from stronger sales and processing volumes were outweighed by higher selling, general and administrative costs. In both periods, volumes increased in Africa, mainly from higher carryover crop sales and increased burley production volumes there this fiscal year. In South America, lamina volumes declined due to delayed receipt of shipping instructions from customers, while third-party processing volumes increased. Results for Asia reflected higher sales and trading volumes for the nine months ended December 31, 2018, while Europe saw improvements in processing volumes and sheet sales for the period. Selling, general, and administrative costs were higher for the nine months and quarter ended December 31, 2018, primarily from negative foreign currency remeasurement and exchange variances, higher compensation and incentive accruals, higher customer claim costs, partially offset by higher net recoveries on advances to suppliers, compared with the same periods in the prior fiscal year. Revenues for the Other Regions segment of $1.1 billion for the nine months and $483.2 million for the quarter ended December 31, 2018, were up $49.3 million and $8.8 million, respectively, compared to the same period last year, on higher volumes and processing revenues, offset in part by lower prices and a less favorable mix.

NORTH AMERICA:

Operating income for the North America segment of $20.4 million for the nine months and $3.1 million for the quarter ended December 31, 2018, was up by $6.6 million and down by $0.4 million, respectively, compared to the same periods for the prior fiscal year. The improvement in the nine months ended December 31, 2018, was mainly driven by higher carryover crop sales volumes on shipments delayed from the fourth quarter of fiscal 2018 due to reduced transportation availability in the United States. Results for both the nine months and quarter ended December 31, 2018, included higher shipment volumes from Guatemala and Mexico, compared to the same periods in fiscal year 2018. Results for the quarter ended December 31, 2018, were negatively impacted by later processing and shipment timing in the United States compared to the same quarter in the prior fiscal year. Selling, general, and administrative costs for the North America segment for the nine months ended December 31, 2018, were flat, though declined as a percentage of sales, and for the quarter ended December 31, 2018 were up slightly, both compared to the same periods in the prior fiscal year. Revenues for this segment increased by $49.9 million to $261.3 million for the nine months ended December 31, 2018, compared to the same period in the prior fiscal year, on the higher sales volumes and green leaf prices, partly offset by lower processing revenues. For the quarter ended December 31, 2018, revenues for the North America segment were down $21.4 million to $78.0 million on lower sales volumes and processing revenues, partly mitigated by a more favorable sales mix.

OTHER TOBACCO OPERATIONS:

The Other Tobacco Operations segment operating income increased by $2.8 million to $8.1 million for the nine months and by $0.8 million to $6.2 million for the quarter ended December 31, 2018, compared with the same periods for the prior fiscal year. In both periods, results for the dark tobacco operations reflected higher sales of wrapper tobacco, and higher processing and other revenues. Those improvements were partly offset by declines in the oriental joint venture on lower sales volumes in the nine months, a less favorable sales mix in the quarter, and the absence of gain on the sale of idle assets compared to last year's third fiscal quarter, offset in part by favorable currency remeasurement variances in both the nine months and quarter, compared to those periods in fiscal year 2018. Selling, general, and administrative costs for the segment were up for both the nine months and quarter ended December 31, 2018, compared with the same periods in the prior fiscal year, as higher value-added tax charges were only partly offset by favorable currency remeasurement comparisons. Revenues for the segment increased by $29.8 million to $204.9 million for the nine months ended December 31, 2018, compared to the same period in the prior fiscal year, largely as a result of the higher wrapper tobacco sales volumes and increased processing and other revenues. For the quarter ended December 31, 2018, revenues for the segment decreased by $4.8 million to $74.9 million mainly on lower sales volumes from the timing of shipments of oriental tobaccos into the United States.

OTHER ITEMS:

Cost of goods sold increased by 8% to $1.3 billion for the nine months and decreased by 4% to $0.5 billion for the quarter ended December 31, 2018, respectively, both compared with the same periods in the prior fiscal year, and consistent with similar percentage changes in revenues. The decline in the third quarter of fiscal 2019 also reflected a higher mix of by-products. Selling, general, and administrative costs for the nine months ended December 31, 2018, increased by $22.5 million to $167.2 million, mainly driven by negative foreign currency remeasurement and exchange variances of about $9 million, primarily in Africa, Europe, and South America, higher compensation and incentive accruals, and higher value-added tax charges, partly offset by higher net recoveries on advances to suppliers, compared with the same period in the prior year. Selling, general, and administrative costs were up $9.3 million for the three months ended December 31, 2018, compared to the same period in the prior year, on higher compensation and incentive accruals and higher value-added tax charges.

For the nine months ended December 31, 2018, the Company's consolidated effective income tax rate on pretax earnings was 19%. For the three months ended December 31, 2018, the effective income tax rate was 20%. Income tax expense for the nine months includes a $7.8 million ($0.30 per diluted share) benefit from reversing a portion of a liability previously recorded for dividend withholding taxes on the cumulative retained earnings of a foreign subsidiary. Without the dividend withholding tax reversal, the consolidated effective income tax rate would have been 27%. The effective tax rates for both the quarter and nine months ended December 31, 2018 include the benefit of various tax planning opportunities, as well as the net effect of items accounted for on a discrete basis in the respective reporting periods. For the nine months and quarter ended December 31, 2017, the Company's consolidated effective income tax rates were 24% and 19%, respectively. Income tax expense for those periods included a one-time reduction of $10.5 million ($0.41 per diluted share) from the enactment of major changes to U.S. corporate income tax law in December 2017. Excluding that reduction, the effective tax rates for the nine months and quarter ended December 31, 2017, would have been 34% and 36%, respectively.

Results for the nine months and third fiscal quarter ended December 31, 2018, included restructuring and impairment charges of $19.4 million ($0.62 per diluted share) recorded to reflect the cost of workforce reductions and impairment in the carrying value of property, plant, and equipment assets as a result of changes in the Company's business in Tanzania. Please see Note 4 to the attached financial statements for more details.

On December 20, 2018, we entered into a new bank credit agreement that replaced our existing bank credit agreement dated December 30, 2014. The terms of the new agreement are substantially similar to the terms of the prior agreement, and like the prior agreement, the new agreement established a five-year committed revolving credit facility of $430 million, a funded $150 million five-year term loan, and a funded $220 million seven-year term loan. The new revolving credit facility replaced a $430 million revolving credit facility that would have matured in December 2019 and a $150 million five-year term loan and a $220 million seven-year term loan that would have matured in December 2019 and December 2021, respectively. The financial covenants under the new revolving credit facility are substantially similar to those of the previous facility and require us to maintain certain levels of tangible net worth and leverage. Under applicable accounting guidance, a significant portion of the replacement of the term loans was accounted for as a debt modification rather than a debt extinguishment.

Additional information

Amounts included in the previous discussion are attributable to Universal Corporation and exclude earnings related to non-controlling interests in subsidiaries. In addition, the total for segment operating income (loss) referred to in this discussion is a non-GAAP measure. This measure is not a financial measure calculated in accordance with GAAP and should not be considered as a substitute for net income (loss), operating income (loss), cash from operating activities or any other operating performance measure calculated in accordance with GAAP, and it may not be comparable to similarly titled measures reported by other companies. A reconciliation of the total for segment operating income (loss) to consolidated operating income (loss) is provided in Note 3. Segment Information, included in this earnings release. The Company evaluates its segment performance excluding certain significant charges or credits. The Company believes this measure, which excludes items that it believes are not indicative of its core operating results, provides investors with important information that is useful in understanding its business results and trends.

This information 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 earnings and expectations for its performance are forward-looking statements based upon management's current knowledge and assumptions about future events, including anticipated levels of demand for and supply of its products and services; costs incurred in providing these products and services; timing of shipments to customers; changes in market structure; government regulation, including the impact of regulations on tobacco products; product taxation; changes in the U.S. federal income tax rates and legislation; industry consolidation and evolution; changes in global supply and demand positions for tobacco products; 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, 2018, 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 fiscal year ended March 31, 2018.

At 5:00 p.m. (Eastern Time) on February 7, 2019, 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 May 7, 2019. A taped replay of the call will be available through February 21, 2019, by dialing (855) 859-2056. The confirmation number to access the replay is 2691856.

Headquartered in Richmond, Virginia, Universal Corporation is the leading global leaf tobacco supplier and conducts business in more than 30 countries. Its revenues for the fiscal year ended March 31, 2018, were $2.0 billion. For more information on Universal Corporation, visit its website at www.universalcorp.com.

 

UNIVERSAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(in thousands of dollars, except per share data)







































Three Months Ended

December 31,



Nine Months Ended

December 31,





2018



2017



2018



2017





(Unaudited)



(Unaudited)

Sales and other operating revenues



$

636,107





$

653,581





$

1,555,430





$

1,426,451



Costs and expenses

















Cost of goods sold



520,677





545,063





1,268,319





1,171,000



Selling, general and administrative expenses



58,302





49,017





167,244





144,768



Restructuring and impairment costs



19,447









19,447







Operating income



37,681





59,501





100,420





110,683



Equity in pretax earnings of unconsolidated affiliates



5,512





6,404





5,437





6,636



Other non-operating income (expense)



163





178





549





526



Interest income



233





166





1,044





1,362



Interest expense



4,732





4,020





13,274





11,916



Income before income taxes and other items



38,857





62,229





94,176





107,291



Income taxes



7,768





12,010





17,734





25,445



Net income



31,089





50,219





76,442





81,846



Less: net income attributable to noncontrolling interests in subsidiaries



(2,954)





(4,819)





(3,682)





(6,702)



Net income attributable to Universal Corporation



28,135





45,400





72,760





75,144





















Earnings per share:

















Basic



$

1.12





$

1.80





$

2.90





$

2.97



Diluted



$

1.11





$

1.78





$

2.87





$

2.94





See accompanying notes.

 

 

UNIVERSAL CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands of dollars)































December 31,



December 31,



March 31,





2018



2017



2018





(Unaudited)



(Unaudited)





ASSETS













Current assets













Cash and cash equivalents



$

138,358





$

146,578





$

234,128



Accounts receivable, net



336,564





347,175





377,119



Advances to suppliers, net



98,942





108,952





122,786



Accounts receivable—unconsolidated affiliates



77,543





1,799





2,040



Inventories—at lower of cost or net realizable value:













Tobacco



867,181





796,165





679,428



Other



74,360





69,687





69,301



Prepaid income taxes



21,170





14,459





16,032



Other current assets



70,309





92,959





88,209



Total current assets



1,684,427





1,577,774





1,589,043

















Property, plant and equipment













Land



23,018





22,885





23,180



Buildings



253,150





269,670





271,757



Machinery and equipment



603,752





621,051





634,660







879,920





913,606





929,597



Less accumulated depreciation



(572,634)





(596,722)





(605,803)







307,286





316,884





323,794



Other assets













Goodwill and other intangibles



98,008





98,981





98,927



Investments in unconsolidated affiliates



80,558





86,246





89,302



Deferred income taxes



13,959





21,049





17,118



Other noncurrent assets



44,378





49,033





50,448







236,903





255,309





255,795

















Total assets



$

2,228,616





$

2,149,967





$

2,168,632





See accompanying notes.

 

 

UNIVERSAL CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands of dollars)































December 31,



December 31,



March 31,





2018



2017



2018





(Unaudited)



(Unaudited)





LIABILITIES AND SHAREHOLDERS' EQUITY













Current liabilities













Notes payable and overdrafts



$

129,316





$

50,804





$

45,421



Accounts payable and accrued expenses



144,107





138,161





163,763



Accounts payable—unconsolidated affiliates



1,470





16,184





16,072



Customer advances and deposits



56,355





23,939





7,021



Accrued compensation



23,989





19,387





27,886



Income taxes payable



3,090





8,052





7,557



Current portion of long-term debt













Total current liabilities



358,327





256,527





267,720

















Long-term debt



368,438





368,998





369,086



Pensions and other postretirement benefits



41,601





74,577





64,843



Other long-term liabilities



38,467





47,289





45,955



Deferred income taxes



32,000





31,903





35,726



Total liabilities



838,833





779,294





783,330

















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 24,968,799 shares issued and outstanding (25,114,349 at December 31, 2017, and 24,930,725 at March 31, 2018)



326,323





321,832





321,559



Retained earnings



1,093,829





1,058,556





1,080,934



Accumulated other comprehensive loss



(75,667)





(55,444)





(60,064)



Total Universal Corporation shareholders' equity



1,344,485





1,324,944





1,342,429



Noncontrolling interests in subsidiaries



45,298





45,729





42,873



Total shareholders' equity



1,389,783





1,370,673





1,385,302

















Total liabilities and shareholders' equity



$

2,228,616





$

2,149,967





$

2,168,632





See accompanying notes.

 

 

UNIVERSAL CORPORATION     

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands of dollars)























Nine Months Ended December 31,





2018



2017





(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:









Net income



$

76,442





$

81,846



Adjustments to reconcile net income to net cash used by operating activities:









Depreciation



27,651





26,106



Net provision for losses (recoveries) on advances and guaranteed loans to suppliers



(3,045)





4,375



Foreign currency remeasurement (gain) loss, net



1,790





(3,430)



Deferred income taxes



(5,471)





(18,967)



Restructuring and impairment costs, net of payments



18,685







Other, net



12,283





12,131



Changes in operating assets and liabilities, net



(225,648)





(151,429)



    Net cash used by operating activities



(97,313)





(49,368)













CASH FLOWS FROM INVESTING ACTIVITIES:









Purchase of property, plant and equipment



(28,370)





(23,567)



Proceeds from sale of property, plant and equipment



1,377





5,072



Other



2,000





(550)



Net cash used by investing activities



(24,993)





(19,045)













CASH FLOWS FROM FINANCING ACTIVITIES:









Issuance (repayment) of short-term debt, net



85,893





(12,195)



Issuance of long-term debt



41,147







Repayment of long-term debt



(41,147)







Dividends paid to noncontrolling interests



(1,260)





(1,260)



Repurchase of common stock



(1,443)





(12,639)



Dividends paid on common stock



(51,156)





(40,886)



Debt issuance costs and other



(4,946)





(2,828)



Net cash provided (used) by financing activities



27,088





(69,808)













Effect of exchange rate changes on cash



(552)





806



Net decrease in cash and cash equivalents



(95,770)





(137,415)



Cash and cash equivalents at beginning of year



234,128





283,993













Cash and cash equivalents at end of period



$

138,358





$

146,578





See accompanying notes.

 

NOTE 1. BASIS OF PRESENTATION

Universal Corporation, which together with its subsidiaries is referred to herein as "Universal" or the "Company," is the leading global leaf tobacco supplier. 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. Certain amounts in prior year statements have been reclassified to conform to the current year presentation. This Form 10-Q 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, 2018.

NOTE 2.   EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share:







































Three Months Ended

December 31,



Nine Months Ended

December 31,

(in thousands, except share and per share data)



2018



2017



2018



2017



















Basic Earnings Per Share

















Numerator for basic earnings per share

















Net income attributable to Universal Corporation



$

28,135





$

45,400





$

72,760





$

75,144





















Denominator for basic earnings per share

















Weighted average shares outstanding



25,162,268





25,230,336





25,126,595





25,323,796





















Basic earnings per share



$

1.12





$

1.80





$

2.90





$

2.97





















Diluted Earnings Per Share

















Numerator for diluted earnings per share

















Net income attributable to Universal Corporation



28,135





45,400





72,760





75,144





















Denominator for diluted earnings per share:

















Weighted average shares outstanding



25,162,268





25,230,336





25,126,595





25,323,796



Effect of dilutive securities

















Employee share-based awards



203,498





230,073





202,878





222,274



Denominator for diluted earnings per share



25,365,766





25,460,409





25,329,473





25,546,070





















Diluted earnings per share



$

1.11





$

1.78





$

2.87





$

2.94



 

NOTE 3. SEGMENT INFORMATION

The principal approach used by management to evaluate the Company's performance is by geographic region, although the dark air-cured and oriental tobacco businesses are each evaluated on the basis of their worldwide operations. The Company evaluates the performance of its segments based on operating income after allocated overhead expenses (excluding significant non-recurring charges or credits), plus equity in the pretax earnings (loss) 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

December 31,



Nine Months Ended

December 31,

(in thousands of dollars)



2018



2017



2018



2017



















SALES AND OTHER OPERATING REVENUES

















Flue-Cured and Burley Leaf Tobacco Operations:

















   North America



$

78,009





$

99,452





$

261,347





$

211,444



   Other Regions (1)



483,161





474,351





1,089,180





1,039,927



      Subtotal



561,170





573,803





1,350,527





1,251,371



Other Tobacco Operations (2)



74,937





79,778





204,903





175,080



Consolidated sales and other operating revenue



$

636,107





$

653,581





$

1,555,430





$

1,426,451





















OPERATING INCOME

















Flue-Cured and Burley Leaf Tobacco Operations:

















   North America



$

3,147





$

3,588





$

20,395





$

13,784



   Other Regions (1)



53,283





56,895





96,828





98,225



      Subtotal



56,430





60,483





117,223





112,009



Other Tobacco Operations (2)



6,210





5,422





8,081





5,310



Segment operating income



62,640





65,905





125,304





117,319



Deduct: Equity in pretax earnings of unconsolidated affiliates (3)



(5,512)





(6,404)





(5,437)





(6,636)



              Restructuring and impairment costs (4)



(19,447)









(19,447)







Consolidated operating income



$

37,681





$

59,501





$

100,420





$

110,683



 





(1) 

Includes South America, Africa, Europe, and Asia regions, as well as inter-region eliminations.





(2) 

Includes Dark Air-Cured, Special Services, and Oriental, as well as inter-company eliminations. Sales and other operating revenues for this reportable segment include limited amounts for Oriental because the business is accounted for on the equity method and its financial results consist principally of equity in the pretax earnings of an unconsolidated affiliate.





(3) 

Equity in pretax earnings of unconsolidated affiliates is included in segment operating income (Other Tobacco Operations segment), but is reported below consolidated operating income and excluded from that total in the consolidated statements of income and comprehensive income.





(4) 

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.

 

NOTE 5.   RESTRUCTURING AND IMPAIRMENT COSTS

Universal began sourcing tobacco from Tanzania through third parties in the 1950's. As the country became a more significant and important origin for tobacco exports, the Company established an operating subsidiary there in 1968 to enable direct procurement and, in 1997, acquired the only leaf tobacco processing facility in the country at that time through a government privatization initiative. Significant investments were made to upgrade, expand, and modernize the processing facility over the years following that acquisition. The expansion of the Company's buying operations and the factory investments were instrumental in promoting and accommodating significant growth in Tanzanian tobacco production. Total production peaked in 2011, but has since declined more than 60%, reflecting reduced customer demand for the leaf styles grown in Tanzania, primarily due to increased costs and prices for those tobaccos in the field relative to other markets, together with declining global tobacco consumption and initiatives by major multinational cigarette manufacturers to streamline their supply chains. Given the decline in customer demand over recent crop years, as well as regulatory, tax, and other business and operating considerations, the Company undertook a formal review of the Tanzania leaf tobacco market and its operations there in the third quarter. Based on that review, which is still in process at this time, the Company's operating subsidiaries in Tanzania have taken specific steps to reduce operating costs going into the upcoming crop year, including actions currently being implemented to substantially discontinue a year-round workforce. As a result of that initiative, the subsidiaries have paid or will pay termination benefits totaling approximately $4.0 million to employees whose permanent positions are being eliminated. The total initiative is expected to be completed and all termination benefits paid before the end of February 2019. The subsidiaries will hire employees on a seasonal basis to handle the buying, processing, and shipment of the upcoming crop. The Company recorded the full $4.0 million cost of the termination benefits as a restructuring charge in the quarter ended December 31, 2018.

In addition to the actions being taken with respect to the workforce in Tanzania, based on its review, the Company determined that indicators of impairment in the carrying value of the property, plant and equipment comprising the Tanzania operations were present at December 31, 2018, due to the estimated decrease in production volumes, profitability, and net cash flows for the upcoming crop year, expected further reductions in subsequent crop years, and increased prospects for discontinuing processing operations or potentially exiting the Tanzania market entirely within the next several years. Accordingly, based on the applicable accounting guidance, the Company tested the recoverability of those long-lived assets using undiscounted estimates of the future cash flows from the use of those assets and their eventual disposition. The property, plant and equipment was evaluated for recoverability using two distinct asset groups: (1) the land, building, and equipment comprising the processing facility, and (2) all remaining assets, which are substantially devoted to buying and receiving delivery of unprocessed leaf from farmers and marketing and shipping the processed tobacco to customers. The recoverability tests indicated that both asset groups were impaired at December 31, 2018. As a result, the Company determined the fair value of each asset group based principally on a probability-weighting of the discounted cash flows expected under multiple operating and disposition scenarios. An impairment charge of approximately $14.6 million was recorded to reduce the carrying value of the assets to their indicated fair values. All of the property, plant and equipment assets will continue to be used in buying, processing, and shipping the upcoming crop, and they remain classified as "held and used" at this time as provided for under the accounting guidance. The Company has not concluded its review of the Tanzanian operations, and no decisions have been made with respect to operations following the upcoming crop year. Should the expected cash flows from future use and/or disposition of the assets change from the estimates on which their fair values were determined, additional impairment charges could be required, or gains or losses on any disposition of the assets could be recorded. In addition to the property, plant and equipment, the Company had goodwill related to the Tanzanian operations of approximately $0.9 million which was separately tested for recoverability and fully written off based on the results of that test.

A summary of the restructuring and impairment costs recorded in the quarter ended December 31, 2018 related to the Company's operations in Tanzania is as follows:

(in thousands, except share and per share data)



Three Months Ended

December 31, 2018











Restructuring costs:









  Employee termination benefits



$

3,974



Impairment costs:









   Property, plant and equipment



14,584





   Goodwill



889











15,473





      Total restructuring and impairment costs



$

19,447



The Tanzania operations are part of the Other Regions reportable operating segment within the Company's flue-cured and burley leaf tobacco operations. The Company expects to realize an income tax benefit on the charge that is less than the benefit determined at the statutory tax rate in Tanzania, primarily because the reduced profitability of the operations is expected to limit utilization of the charge as a deductible expense in the current and future years' tax returns. For the quarter and nine months ended December 31, 2018, the restructuring and impairment costs reduced operating income and income before income taxes by $19.4 million, net income attributable to Universal Corporation by $15.8 million, and diluted earnings per share by $0.62.

A reconciliation of the liability for termination benefits through December 31, 2018 is as follows: 















(in thousands, except share and per share data)



Three Months Ended

December 31, 2018











Costs charged to expense



$

3,974



Payments



(734)



Balance at December 31, 2018



$

3,240



 

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SOURCE Universal Corporation