UNIVERSAL CORP /VA/ - Quarter Report: 2022 December (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
		FOR THE QUARTERLY PERIOD ENDED	DECEMBER 31, 2022
		OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
	FOR THE TRANSITION PERIOD FROM ______________TO_______________

Commission File Number: 001-00652

UNIVERSAL CORPORATION

(Exact name of registrant as specified in its charter)


Virginia			54-0414210
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

9201 Forest Hill Avenue,	Richmond,	Virginia	23235
(Address of principal executive offices)			(Zip Code)

804-359-9311

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:


Title of each class	Trading Symbol(s)	Name of Exchange on which registered
Common Stock, no par value	UVV	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of February 6, 2023, the total number of shares of common stock outstanding was 24,555,361.

UNIVERSAL CORPORATION

FORM 10-Q

TABLE OF CONTENTS


Item No.		Page
	PART I - FINANCIAL INFORMATION
1.	Financial Statements	3
2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	31
3.	Quantitative and Qualitative Disclosures About Market Risk	39
4.	Controls and Procedures	40
	PART II - OTHER INFORMATION
1.	Legal Proceedings	41
1A.	Risk Factors	41
2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
6.	Exhibits	42

	Signatures	43

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

UNIVERSAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(in thousands, except share and per share data)


	Three Months Ended December 31,				Nine Months Ended December 31,
	2022		2021		2022		2021
	(Unaudited)				(Unaudited)
Sales and other operating revenues	$	795,039	$	652,644	$	1,875,845	$	1,456,628
Costs and expenses
Cost of goods sold	649,539		521,171		1,540,368		1,169,999
Selling, general and administrative expenses	67,974		60,267		206,799		175,513
Other income	—		—		—		(2,532)
Restructuring and impairment costs	—		8,433		—		10,457

Operating income	77,526		62,773		128,678		103,191
Equity in pretax earnings (loss) of unconsolidated affiliates	345		2,084		208		5,056
Other non-operating income (expense)	(69)		56		(208)		158
Interest income	77		209		407		799
Interest expense	14,265		7,462		33,259		20,800
Income before income taxes and other items	63,614		57,660		95,826		88,404
Income taxes	12,253		13,505		22,258		18,582
Net income	51,361		44,155		73,568		69,822
Less: net loss (income) attributable to noncontrolling interests in subsidiaries	(9,701)		(9,215)		(3,223)		(9,015)
Net income attributable to Universal Corporation	$	41,660	$	34,940	$	70,345	$	60,807




Earnings per share:
Basic	$	1.68	$	1.41	$	2.84	$	2.46
Diluted	$	1.67	$	1.40	$	2.82	$	2.44

Weighted average common shares outstanding:
Basic	24,770,294		24,792,108		24,772,827		24,761,290
Diluted	24,928,426		24,949,091		24,934,447		24,912,644

Total comprehensive income (loss), net of income taxes	$	64,082	$	45,862	$	80,377	$	72,277
Less: comprehensive (income) loss attributable to noncontrolling interests	(10,071)		(9,201)		(2,976)		(8,845)
Comprehensive income (loss) attributable to Universal Corporation	$	54,011	$	36,661	$	77,401	$	63,432

Dividends declared per common share	$	0.79	$	0.78	$	2.37	$	2.34

See accompanying notes.

UNIVERSAL CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands of dollars)


	December 31,		December 31,		March 31,
	2022		2021		2022
	(Unaudited)		(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	71,283	$	99,305	$	81,648
Accounts receivable, net	536,650		400,132		385,437
Advances to suppliers, net	163,237		126,830		129,838
Accounts receivable—unconsolidated affiliates	5,920		1,909		4,540
Inventories—at lower of cost or net realizable value:
Tobacco	866,380		855,587		822,513
Other	211,561		161,704		194,161
Prepaid income taxes	17,363		23,590		13,095

Other current assets	79,495		76,255		116,779
Total current assets	1,951,889		1,745,312		1,748,011

Property, plant and equipment
Land	24,142		24,752		23,959
Buildings	305,215		296,642		293,935
Machinery and equipment	679,970		662,504		668,451
	1,009,327		983,898		986,345
Less accumulated depreciation	(663,333)		(636,042)		(641,227)
	345,994		347,856		345,118
Other assets
Operating lease right-of-use assets	42,337		34,139		40,243
Goodwill, net	213,881		214,023		213,998
Other intangibles, net	82,917		95,790		92,571
Investments in unconsolidated affiliates	72,565		81,040		81,006
Deferred income taxes	10,005		15,676		11,616
Pension asset	12,740		13,495		12,667
Other noncurrent assets	32,575		46,197		41,115
	467,020		500,360		493,216

Total assets	$	2,764,903	$	2,593,528	$	2,586,345

See accompanying notes.

UNIVERSAL CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands of dollars)


	December 31,		December 31,		March 31,
	2022		2021		2022
	(Unaudited)		(Unaudited)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Notes payable and overdrafts	$	348,073	$	252,609	$	182,639
Accounts payable and accrued expenses	208,187		221,374		272,042
Accounts payable—unconsolidated affiliates	57		8,788		5,308
Customer advances and deposits	5,365		26,341		13,724
Accrued compensation	21,670		18,803		27,281
Income taxes payable	3,715		10,742		7,427
Current portion of operating lease liabilities	11,160		9,128		10,303
Current portion of long-term debt	—		—		—
Total current liabilities	598,227		547,785		518,724

Long-term debt	616,750		518,547		518,547
Pensions and other postretirement benefits	50,773		52,624		52,890
Long-term operating lease liabilities	27,030		22,612		29,617
Other long-term liabilities	22,797		49,235		34,464
Deferred income taxes	48,584		43,483		47,334
Total liabilities	1,364,161		1,234,286		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 December 31, 2022 (24,607,384 at December 31, 2021 and 24,550,019 at March 31, 2022)	335,160		330,306		330,662
Retained earnings	1,102,887		1,090,110		1,094,192
Accumulated other comprehensive loss	(77,255)		(104,412)		(84,311)
Total Universal Corporation shareholders' equity	1,360,792		1,316,004		1,340,543
Noncontrolling interests in subsidiaries	39,950		43,238		44,226
Total shareholders' equity	1,400,742		1,359,242		1,384,769

Total liabilities and shareholders' equity	$	2,764,903	$	2,593,528	$	2,586,345

See accompanying notes.

UNIVERSAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands of dollars)


	Nine Months Ended December 31,
	2022		2021
	(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	73,568	$	69,822
Adjustments to reconcile net income to net cash used by operating activities:
Depreciation and amortization	42,844		39,110

Net provision for losses (recoveries) on advances to suppliers	6,127		2,864
Foreign currency remeasurement (gain) loss, net	(1,335)		6,829
Foreign currency exchange contracts	14,600		1,980


Restructuring and impairment costs	—		10,457
Restructuring payments	—		(3,787)
Change in estimated fair value of contingent consideration for FruitSmart acquisition	—		(2,532)

Other, net	18,632		1,814
Changes in operating assets and liabilities, net	(338,286)		(178,133)
Net cash provided (used) by operating activities	(183,850)		(51,576)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment	(39,430)		(39,831)
Proceeds from sale of business, net of cash held by the business	3,245		—
Purchase of business, net of cash held by the business	—		(102,462)
Proceeds from sale of property, plant and equipment	1,634		12,609

Net cash used by investing activities	(34,551)		(129,684)

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of short-term debt, net	166,109		151,413
Issuance of long-term debt	123,481		—
Repayment of long-term debt	(23,481)		—
Dividends paid to noncontrolling interests	(6,825)		(6,733)


Repurchase of common stock	(3,448)		—

Dividends paid on common stock	(57,993)		(57,241)
Proceeds from termination of interest rate swap agreements	11,786		—
Debt issuance and other	(6,337)		(3,264)
Net cash provided (used) by financing activities	203,292		84,175

Effect of exchange rate changes on cash, restricted cash and cash equivalents	(1,256)		(831)
Net decrease in cash, restricted cash and cash equivalents	(16,365)		(97,916)
Cash, restricted cash and cash equivalents at beginning of year	87,648		203,221

Cash, restricted cash and cash equivalents at end of period	$	71,283	$	105,305

Supplemental Information:
Cash and cash equivalents	$	71,283	$	99,305
Restricted cash (Other noncurrent assets)	—		6,000
Total cash, restricted cash and cash equivalents	$	71,283	$	105,305

See accompanying notes.

UNIVERSAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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. 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, 2022 (the “2022 Annual Report on Form 10-K”).

The business environment in most of the jurisdictions in which the Company operates continues to move towards pre-pandemic conditions. Currently, management does not believe the ongoing COVID-19 pandemic will materially impact the Company's financial condition, results of operations and demand for its products and services.

NOTE 2. ACCOUNTING PRONOUNCEMENTS

Pronouncements Adopted in the Current Period

In March 2020, the FASB issued Accounting Standards Update No. 2020-04, "Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting" ("ASU 2020-04"). ASU 2020-04 provides optional expedients and exceptions related to contract modifications and hedge accounting to address the transitions from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates. The guidance permits an entity to consider contract modification due to reference rate reform to be an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination. ASU 2020-04 also temporarily allows hedge relationships to continue without de-designation upon changes due to reference rate reform. The Company adopted the new standard effective December 31, 2022. There was no material impact to the consolidated financial statements from the adoption of ASU 2020-04.

NOTE 3. BUSINESS COMBINATION

Acquisition of Shank's Extracts, LLC

On October 4, 2021, the Company acquired 100% of the capital stock of Shank's Extracts, LLC. (“Shank's”), a flavors and extracts processing company, for approximately $100 million in cash and $2.4 million of additional working capital on-hand at the date of acquisition. The acquisition of Shank's diversifies the Company's product offerings and generates new opportunities for its plant-based ingredients platform.

A portion of the goodwill recorded as part of the acquisition was attributable to the assembled workforce of Shank's. The goodwill and intangibles recognized for the Shank's acquisition are deductible for U.S. income tax purposes. The transaction was treated as an asset acquisition for U.S. Federal tax purposes, resulting in a step-up of tax basis to fair value. The Company determined the Shank's operations are not material to the Company’s consolidated results. Therefore, pro forma information is not presented.

For the fiscal year ended March 31, 2022, the Company incurred $2.3 million of acquisition-related transaction costs for the purchase of Shank's. The acquisition-related costs were expensed as incurred and recorded in selling, general, and administrative expense on the consolidated statements of income.

In November 2021, the Company acquired the land and buildings utilized by Shank's operations for $13.3 million. The purchase of the land and buildings resulted in the elimination of the $8.5 million operating lease right-of-use asset and lease liability recognized on the acquisition date for Shank's.

The following table summarizes the final purchase price allocation of the assets acquired and liabilities assumed for the Shank's acquisition.


(in thousands of dollars)
	Shank's
	October 4, 2021
Assets
Cash and cash equivalents	$	754
Accounts receivable, net	6,643

Inventory	15,792
Other current assets	415
Property, plant and equipment (net)	11,000
Operating lease right-of-use assets	8,531
Intangibles
Customer relationships	24,000
Developed technology	4,500

Non-compete agreements	3,000
Goodwill	41,061
Total assets acquired	115,696

Liabilities
Accounts payable and accrued expenses	6,159
Customer advances and deposits	351
Accrued compensation	655

Current portion of operating lease liabilities	8,531

Total liabilities assumed	15,696

Total assets acquired and liabilities assumed	$	100,000

Restricted Cash Release of Deferred Proceeds from Acquisition of Silva International, Inc.

During the three months ended December 31, 2022, the Company released $6.0 million, held in a third-party escrow account, to one of Silva's selling shareholders. The amounts were held in escrow since the date of acquisition, as the employee had a post-combination service requirement with forfeitable payment provisions. Therefore, under ASC Topic 805, "Business Combinations," the amounts held in escrow were treated as a contingent consideration arrangement and expensed as compensation expense in selling, general, and administrative expense on the consolidated statements of income. As of December 31, 2022, all amounts have been released to the selling shareholder, who remains employed by the Company, and expensed in the Company's consolidated statements of income.

NOTE 4. RESTRUCTURING AND IMPAIRMENT COSTS

Universal continually reviews its business for opportunities to realize efficiencies, reduce costs, and realign its operations in response to business changes. Restructuring and impairment costs are periodically incurred in connection with those activities.

There were no restructuring and impairment costs incurred for the three and nine months ended December 31, 2022.

Tobacco Operations

As a result of efforts to exit the idled tobacco operations in Tanzania, the Company reevaluated the carrying values of property, plant, and equipment associated with the Tanzania operations. During the three months ended December 31, 2021, the Company determined the carrying value exceeded the estimated fair value of those assets and recognized a $9.4 million impairment charge. During the nine months ended December 31, 2022, the Company entered into a sales agreement to sell all

outstanding shares of common stock, which included all properties, of the idled companies in Tanzania. See Note 6 for additional information about the sale of the idled tobacco operations in Tanzania.

During the three and nine months ended December 31, 2021, the Company also incurred $0.6 million and $2.2 million of termination costs for the Tobacco Operations segment, respectively.

Ingredients Operations

During the three and nine months ended December 31, 2021, the Company recognized net gains of $1.6 million and $1.2 million, respectively, for the sale of the remaining property, plant, and equipment associated with wind-down of Carolina Innovative Food Ingredients, Inc. (“CIFI”), a sweet potato processing operation located in Nashville, North Carolina that was announced in fiscal year 2021.

A summary of the restructuring and impairment costs recorded for the three and nine months ended December 31, 2021 and were as follows:


	Three Months Ended December 31,			Nine Months Ended December 31,
(in thousands)		2021			2021

Restructuring costs:
Employee termination benefits		$	627		$	2,174
Other		—			(24)
Total restructuring costs		627			2,150
Impairment costs:
Property, plant and equipment		7,806			8,307

Total impairment costs		7,806			8,307
Total restructuring and impairment costs		$	8,433		$	10,457

NOTE 5. REVENUE FROM CONTRACTS WITH CUSTOMERS

The majority of the Company’s consolidated revenue consists of sales of processed leaf tobacco to customers. The Company also earns revenue from processing leaf tobacco owned by customers and from various other services provided to customers. Additionally, the Company has fruit and vegetable processing operations, as well as flavor and extract services that provide customers with a range of food ingredient products. Payment terms with customers vary depending on customer creditworthiness, product types, services provided, and other factors. Contract durations and payment terms for all revenue categories generally do not exceed one year. Therefore, the Company has applied a practical expedient to not adjust the transaction price for the effects of financing components, as the Company expects that the period from the time the revenue for a transaction is recognized to the time the customer pays for the related good or service transferred will be one year or less. Shipping and handling costs under sales contracts with customers are treated as fulfillment costs and included in the transaction price. Below is a description of the major revenue-generating categories from contracts with customers.

Tobacco Sales

The majority of the Company’s business involves purchasing leaf tobacco from farmers in the origins where it is grown, processing and packing the tobacco in its factories, and then transferring ownership and control of the tobacco to customers. On a much smaller basis, the Company also sources processed tobacco from third-party suppliers for resale to customers. The contracts for tobacco sales with customers create a performance obligation to transfer tobacco to the customer. Transaction prices for the sale of tobaccos are primarily based on negotiated fixed prices, but the Company does have a small number of cost-plus contracts with certain customers. Cost-plus arrangements provide the Company reimbursement of the cost to purchase and process the tobacco, plus a contractually agreed-upon profit margin. The Company utilizes the most likely amount methodology under the accounting guidance to recognize revenue for cost-plus arrangements with customers. Taxes assessed by government authorities on the sale of leaf tobacco products are excluded from the transaction price. At the point in time that the customer obtains control over the tobacco, which is typically aligned with physical shipment under the contractual terms with the customer, the Company completes its performance obligation and recognizes the revenue for the sale.

Ingredient Sales

In recent fiscal years, the Company has diversified operations through the acquisition of established companies that offer customers a wide range of both liquid and dehydrated fruit and vegetable ingredient products, flavors, and extracts. These operations procure raw materials from domestic and international growers and suppliers and through a variety of processing steps including sorting, cleaning, pressing, mixing, extracting, and blending to manufacture finished goods utilized in both human and pet food. The contracts for food ingredients with customers create a performance obligation to transfer the manufactured finished goods to the customer. Transaction prices for the sale of food ingredients are primarily based on negotiated fixed prices. At the point in time that the customer obtains control over the finished product, which is typically aligned with physical shipment under the contractual terms with the customer, the Company completes its performance obligation and recognizes the revenue for the sale.

Processing Revenue

Processing and packing of customer-owned tobacco and ingredients is a short-duration process. Processing charges are primarily based on negotiated fixed prices per unit of weight processed. Under normal operating conditions, customer-owned raw materials that are placed into the production line exits as processed and packed product and is then later transported to customer-designated transfer locations. The revenue for these services is recognized when the performance obligation is satisfied, which is generally when processing is completed. The Company’s operating history and contract analyses indicate that customer requirements for processed tobacco and food ingredients products are consistently met upon completion of processing.

Other Sales and Revenue from Contracts with Customers

From time to time, the Company enters into various arrangements with customers to provide other value-added services that may include blending, chemical and physical testing of products, storage, and tobacco cutting services for select manufacturers. These other arrangements and operations are a much smaller portion of the Company’s business, and are separate and distinct contractual agreements from the Company’s tobacco and food ingredients sales or third-party processing arrangements with customers. The transaction prices and timing of revenue recognition of these items are determined by the specifics of each contract.

Disaggregation of Revenue from Contracts with Customers

The following table disaggregates the Company’s revenue by significant revenue-generating category:


	Three Months Ended December 31,				Nine Months Ended December 31,
(in thousands of dollars)	2022		2021		2022		2021

Tobacco sales	$	672,002	$	540,363	$	1,536,898	$	1,181,329
Ingredient sales	65,824		70,682		219,429		175,087
Processing revenue	21,266		19,647		54,796		52,391
Other sales and revenue from contracts with customers	31,051		16,988		58,146		41,733
Total revenue from contracts with customers	790,143		647,680		1,869,269		1,450,540
Other operating sales and revenues	4,896		4,964		6,576		6,088
Consolidated sales and other operating revenues	$	795,039	$	652,644	$	1,875,845	$	1,456,628

Other operating sales and revenues consists principally of interest on advances to suppliers and dividend payments from deconsolidated affiliates.

NOTE 6. OTHER CONTINGENT LIABILITIES AND OTHER MATTERS

Other Contingent Liabilities

Other Contingent Liabilities (Letters of credit)

The Company had other contingent liabilities totaling approximately $1 million at December 31, 2022, primarily related to outstanding letters of credit.

Value-Added Tax Assessments in Brazil

As further discussed below, the Company’s local operating subsidiaries pay significant amounts of value-added tax (“VAT”) in connection with their operations, which generate tax credits that they normally are entitled to recover through offset, refund, or sale to third parties. In Brazil, VAT is assessed at the state level when green tobacco is transferred between states. The Company’s operating subsidiary there pays VAT when tobaccos grown in the states of Santa Catarina and Parana are transferred to its factory in the state of Rio Grande do Sul for processing. The subsidiary has received assessments for additional VAT plus interest and penalties from tax authorities for the states of Santa Catarina and Parana based on audits of the subsidiary’s VAT filings for specified periods. In June 2011, tax authorities for the state of Santa Catarina issued assessments for tax, interest, and penalties for periods from 2006 through 2009 totaling approximately $9 million. In September 2014, tax authorities for the state of Parana issued an assessment for tax, interest, and penalties for periods from 2009 through 2014 totaling approximately $10 million. Those amounts are based on the exchange rate for the Brazilian currency at December 31, 2022. Management of the operating subsidiary and outside counsel believe that errors were made by the tax authorities for both states in determining all or significant portions of these assessments and that various defenses support the subsidiary’s positions.

With respect to the Santa Catarina assessments, the subsidiary took appropriate steps to contest the full amount of the claims. As of December 31, 2022, a portion of the subsidiary’s arguments had been accepted, and the outstanding assessment had been reduced. The reduced assessment, together with the related accumulated interest through the end of the current reporting period, totaled approximately $9 million (at the December 31, 2022 exchange rate). The subsidiary is continuing to contest the full remaining amount of the assessment. While the range of reasonably possible loss is zero up to the full $9 million remaining assessment with interest, based on the strength of the subsidiary’s defenses, no loss within that range is considered probable at this time and no liability has been recorded at December 31, 2022.

With respect to the Parana assessment, management of the subsidiary and outside counsel challenged the full amount of the claim. A significant portion of the Parana assessment was based on positions taken by the tax authorities that management and outside counsel believe deviate significantly from the underlying statutes and relevant case law. In addition, under the law, the subsidiary’s tax filings for certain periods covered in the assessment were no longer open to any challenge by the tax authorities. In December 2015, the Parana tax authorities withdrew the initial claim and subsequently issued a new assessment covering the same tax periods, reflecting a substantial reduction from the original assessment. In fiscal year 2020, the Parana tax authorities acknowledged the statute of limitations related to claims prior to December 2010 had expired and reduced the assessment to $3 million (at the December 31, 2022 exchange rate). Notwithstanding the reduced assessment, management and outside counsel continue to believe that the new assessment is not supported by the underlying statutes and relevant case law and have challenged the full amount of the claim. The range of reasonably possible loss is considered to be zero up to the full $3 million assessment. However, based on the strength of the subsidiary's defenses, no loss within that range is considered probable at this time and no liability has been recorded at December 31, 2022.

In both states, the process for reaching a final resolution to the assessments is expected to be lengthy, and management is not currently able to predict when either case will be concluded. Should the subsidiary ultimately be required to pay any tax, interest, or penalties in either case, the portion paid for tax would generate VAT credits that the subsidiary may be able to recover.

Other Legal and Tax Matters

Various subsidiaries of the Company are involved in litigation and tax examinations incidental to their business activities. While the outcome of these matters cannot be predicted with certainty, management is vigorously defending the matters and does not currently expect that any of them will have a material adverse effect on the Company’s business or financial position. However, should one or more of these matters be resolved in a manner adverse to management’s current expectation, the effect on the Company’s results of operations for a particular fiscal reporting period could be material.

Advances to Suppliers

In many sourcing origins where the Company operates, it provides agronomy services and seasonal advances of seed, seedlings, fertilizer, and other supplies to tobacco farmers for crop production, or makes seasonal cash advances to farmers for the procurement of those inputs. These advances are short term, are repaid upon delivery of tobacco to the Company, and are reported in advances to suppliers in the consolidated balance sheets. In several origins, the Company has made long-term advances to tobacco farmers to finance curing barns and other farm infrastructure. In some years, due to low crop yields and other factors, individual farmers may not deliver sufficient volumes of tobacco to fully repay their seasonal advances, and the Company may extend repayment of those advances into future crop years. The long-term portion of advances is included in other noncurrent assets in the consolidated balance sheets. Both the current and the long-term portions of advances to suppliers are reported net of allowances recorded when the Company determines that amounts outstanding are not likely to be collected. Short-term and long-term advances to suppliers totaled $186 million at December 31, 2022, $147 million at December 31, 2021, and

$153 million at March 31, 2022. The related valuation allowances totaled $21 million at December 31, 2022, $17 million at December 31, 2021, and $19 million at March 31, 2022, and were estimated based on the Company’s historical loss information and crop projections. The allowances were increased by net provisions of approximately $6.1 million and $2.9 million in the nine-month periods ended December 31, 2022 and 2021, respectively. These net provisions are included in selling, general, and administrative expenses in the consolidated statements of income. Interest on advances is recognized in earnings upon the farmers’ delivery of tobacco in payment of principal and interest.

Recoverable Value-Added Tax Credits

In many foreign countries, the Company’s local operating subsidiaries pay significant amounts of VAT on purchases of unprocessed and processed tobacco, crop inputs, packing materials, and various other goods and services. In some countries, VAT is a national tax, and in other countries it is assessed at the state level. Items subject to VAT vary from jurisdiction to jurisdiction, as do the rates at which the tax is assessed. When tobacco is sold to customers in the country of origin, the operating subsidiaries generally collect VAT on those sales. The subsidiaries are normally permitted to offset their VAT payments against the collections and remit only the incremental VAT collections to the tax authorities. When tobacco is sold for export, VAT is normally not assessed. In countries where tobacco sales are predominately for export markets, VAT collections generated on downstream sales are often not sufficient to fully offset the subsidiaries’ VAT payments. In those situations, unused VAT credits can accumulate. Some jurisdictions have procedures that allow companies to apply for refunds of unused VAT credits from the tax authorities, but the refund process often takes an extended period of time and it is not uncommon for refund applications to be challenged or rejected in part on technical grounds. Other jurisdictions may permit companies to sell or transfer unused VAT credits to third parties in private transactions, although approval for such transactions must normally be obtained from the tax authorities, limits on the amounts that can be transferred may be imposed, and the proceeds realized may be heavily discounted from the face value of the credits. Due to these factors, local operating subsidiaries in some countries can accumulate significant balances of VAT credits over time. The Company reviews these balances on a regular basis and records valuation allowances on the credits to reflect amounts that are not expected to be recovered, as well as discounts anticipated on credits that are expected to be sold or transferred. At December 31, 2022, the aggregate balance of recoverable tax credits held by the Company’s subsidiaries totaled approximately $66 million ($65 million at December 31, 2021, and $67 million at March 31, 2022), and the related valuation allowances totaled approximately $24 million ($20 million at December 31, 2021, and $21 million at March 31, 2022). The net balances are reported in other current assets and other noncurrent assets in the consolidated balance sheets.

Shelf Registration and Stock Repurchase Plan

In November 2020 the Company filed an undenominated automatic universal shelf registration statement with the U.S. Securities and Exchange Commission to provide for the future issuance of an undefined amount of securities as determined by the Company and offered in one or more prospectus supplements prior to issuance.

A stock repurchase plan, which was authorized by the Company's Board of Directors, became effective and was publicly announced on November 2, 2022. This stock repurchase plan authorized the purchase of up to $100 million in common and/or preferred stock in open market or privately negotiated transactions through November 15, 2024 or when funds for the program have been exhausted, subject to market conditions and other factors. The program had $100 million of remaining capacity for repurchases of common and/or preferred stock at December 31, 2022.

Sale of Idled Tanzania Operations

During the nine months ended December 31, 2022, the Company entered into a sales agreement to sell all outstanding shares of common stock, which included all properties, of the idled companies in Tanzania for $8.5 million. The Company has received $3.2 million of the $8.5 million sales agreement as of December 31, 2022. The remaining proceeds are expected to be received in installments by June 2023.

New Bank Credit Agreement

On December 15, 2022, the Company entered into a new bank credit agreement that replaced its existing bank credit agreement dated December 20, 2018. In addition to extending the maturity dates of the underlying components of the facility, the new agreement includes a $530 million five-year revolving credit facility (expiring December 15, 2027), a $275 million five-year term loan (due December 15, 2027), and a $345 million seven-year term loan (due December 15, 2029). At closing, the Company had a balance of $385 million outstanding under the revolving credit facility. Both term loans were fully funded at closing, require no amortization, and are prepayable without penalty prior to maturity. The new facility may be expanded to allow for additional borrowings of up to $200 million under certain conditions. Borrowings under the revolving credit facility and the two term loans bear interest a variable rate benchmarked to the Secured Overnight Financing Rate ("SOFR") instead of LIBOR plus a

margin based on the Company’s credit measures. The new credit agreement contains financial covenants that require the Company to maintain certain levels of tangible net worth and leverage. Those covenants are substantially the same as the covenants in the prior bank credit agreement, and the Company was in compliance with the covenants at December 31, 2022.

During the three months ended December 31, 2022, the Company entered into two new receive-floating / pay-fixed interest rate swap agreements, hedging the variable interest payments on half of the principal value of each of the new term loans. The swap agreements convert the variable benchmark rate to a fixed rate through December 15, 2027 for the five-year term loan, and through December 15, 2029 for the seven-year term loan. With the swap agreements in place, the effective interest rates on the hedged portions of the $275 million five-year term loan and the $345 million seven-year term loan were 5.50% and 5.65%, respectively, at December 31, 2022. Prior to the maturity of the swap agreements, those effective interest rates will change only if a change in the Company’s credit measures results in adjustments to the applicable credit spreads specified in the underlying loan agreement.

Compared to the prior credit agreement, there were only limited changes among the individual bank lenders participating in the new agreement. Accordingly, under the applicable accounting guidance, a significant portion of the transaction was accounted for as a debt modification rather than a debt extinguishment. As a result, only an immaterial amount of the unamortized debt issuance costs related to the prior credit agreement were charged to expense. The remainder of those costs remained capitalized on the Company's consolidated balance sheet and will be amortized over the term of the new credit agreement. Similarly, in the consolidated statement of cash flows, rather than presenting issuance of the entire $620 million of new term loans and repayment of $520 million of prior term loans, the amounts presented for the issuance and repayment of long-term debt reflect only the changes in the underlying principal positions among the participating bank lenders.

NOTE 7. 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)	2022		2021		2022		2021

Basic Earnings Per Share
Numerator for basic earnings per share
Net income attributable to Universal Corporation	$	41,660	$	34,940	$	70,345	$	60,807




Denominator for basic earnings per share
Weighted average shares outstanding	24,770,294		24,792,108		24,772,827		24,761,290

Basic earnings per share	$	1.68	$	1.41	$	2.84	$	2.46

Diluted Earnings Per Share
Numerator for diluted earnings per share



Net income attributable to Universal Corporation	$	41,660	$	34,940	$	70,345	$	60,807

Denominator for diluted earnings per share:
Weighted average shares outstanding	24,770,294		24,792,108		24,772,827		24,761,290
Effect of dilutive securities

Employee and outside director share-based awards	158,132		156,983		161,620		151,354
Denominator for diluted earnings per share	24,928,426		24,949,091		24,934,447		24,912,644

Diluted earnings per share	$	1.67	$	1.40	$	2.82	$	2.44

NOTE 8. INCOME TAXES

The Company operates in the United States and many foreign countries and is subject to the tax laws of many jurisdictions. Changes in tax laws or the interpretation of tax laws can affect the Company’s earnings, as can the resolution of

pending and contested tax issues. The Company's consolidated effective income tax rate is affected by various factors, including the mix and timing of domestic and foreign earnings, discrete items, and the effect of exchange rate changes on taxes.

Three and Nine months ended December 31, 2022

The Company's consolidated effective income tax rate for the three and nine months ended December 31, 2022 was 19.3% and 23.2%, respectively. In the nine months ended December 31, 2022, the Company sold its idled Tanzania operations and recognized $1.1 million of income taxes. Without this item, the consolidated effective income tax rate for the nine months ended December 31, 2022 would have been approximately 22.0%.

Additionally, the sale of the Company's idled Tanzania operations resulted in a $1.8 million reduction to consolidated interest expense related to the removal of an uncertain tax position.

Three and Nine months ended December 31, 2021

The Company's consolidated effective income tax rate for the three and nine months ended December 31, 2021 was 23.4% and 21.0%, respectively. The consolidated effective income tax rate for the three and nine months ended December 31, 2021 was affected by a $1.2 million benefit related to finalizing the prior fiscal year U.S. tax return.. The consolidated effective income tax rate for the nine months ended December 31, 2021 was affected by a $1.7 million benefit related to a final tax ruling at a foreign subsidiary. Without these items, the consolidated effective income tax rate for the three and nine months ended December 31, 2021 would have been approximately 25.5% and 24.3%, respectively

NOTE 9. GOODWILL AND OTHER INTANGIBLES

The Company's changes in goodwill at December 31, 2022 and 2021 consisted of the following:


(in thousands of dollars)	Nine Months Ended December 31,
	2022		2021
Balance at beginning of fiscal year	$	213,998	$	173,051
Acquisition of business(1)	—		41,061
Foreign currency translation adjustment	(117)		(89)

Balance at end of period	$	213,881	$	214,023

(1)On October 4, 2021, the Company acquired 100% of the capital stock of Shank's for approximately $100 million in cash and $2.4 million of additional working capital on-hand at the date of acquisition. The Shank's acquisition resulted in $41.1 million of goodwill. See Note 3 for additional information.

The Company's intangible assets primarily consist of capitalized customer-related intangibles, trade names, proprietary developed technology and noncompetition agreements. The Company's intangible assets subject to amortization consisted of the following at December 31, 2022 and 2021 and at March 31, 2022:


(in thousands, except useful life)				December 31, 2022
	Useful Life (years)			Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Customer relationships	11	—	13	$	86,500	$	(15,760)	$	70,740
Trade names		5		11,100		(5,490)		5,610
Developed technology	3	—	13	9,300		(5,233)		4,067
Noncompetition agreements	4	—	5	4,000		(1,537)		2,463
Other		5		707		(670)		37
Total intangible assets				$	111,607	$	(28,690)	$	82,917


				December 31, 2021
	Useful Life (years)			Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Customer relationships	11	—	13	$	86,500	$	(8,030)	$	78,470
Trade names		5		11,100		(3,270)		7,830
Developed technology	3	—	13	9,300		(3,286)		6,014
Noncompetition agreements	4	—	5	4,000		(588)		3,412
Other		5		751		(687)		64
Total intangible assets				$	111,651	$	(15,861)	$	95,790


				March 31, 2022
	Useful Life (years)			Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Customer relationships	11	—	13	$	86,500	$	(9,963)	$	76,537
Trade names		5		11,100		(3,825)		7,275
Developed technology	3	—	13	9,300		(3,773)		5,527
Noncompetition agreements	4	—	5	4,000		(825)		3,175
Other		5		736		(679)		57
Total intangible assets				$	111,636	$	(19,065)	$	92,571

Intangible assets are amortized on a straight-line basis over the asset's estimated useful economic life as noted above.

The Company's amortization expense for intangible assets for the three and nine months ended December 31, 2022 and 2021 was:


(in thousands of dollars)	Three Months Ended December 31,				Nine Months Ended December 31,
	2022		2020		2022		2021
Amortization Expense	$	3,280	$	3,207	$	9,625	$	8,005

Amortization expense for the developed technology intangible asset is recorded in cost of goods sold in the consolidated statements of income. The amortization expense for other intangible assets is recorded in selling, general, and administrative expenses in the consolidated statements of income.

As of December 31, 2022, the expected future amortization expense for intangible assets is as follows:


Fiscal Year (in thousands of dollars)
2023 (excluding the nine months ended December 31, 2022)	$	2,832
2024	11,264
2025	11,812
2026	8,452
2027 and thereafter	48,557
Total expected future amortization expense	$	82,917

NOTE 10. LEASES

The Company, as a lessee, enters into operating leases for land, buildings, equipment, and vehicles. For all operating leases with terms greater than 12 months and with fixed payment arrangements, a lease liability and corresponding right-of-use asset are recognized in the balance sheet for the term of the lease by calculating the net present value of future lease payments. On the date of lease commencement, the present value of lease liabilities is determined by discounting the future lease payments by the Company’s collateralized incremental borrowing rate, adjusted for the lease term and currency of the lease payments. If a lease contains a renewal option that the Company is reasonably certain to exercise, the Company accounts for the original lease term and expected renewal term in the calculation of the lease liability and right-of-use asset.

The following table sets forth the right-of-use assets and lease liabilities for operating leases included in the Company’s consolidated balance sheet:


(in thousands of dollars)	December 31, 2022		December 31, 2021		March 31, 2022

Assets
Operating lease right-of-use assets	$	42,337	$	34,139	$	40,243

Liabilities
Current portion of operating lease liabilities	$	11,160	$	9,128	$	10,303
Long-term operating lease liabilities	27,030		22,612		29,617
Total operating lease liabilities	$	38,190	$	31,740	$	39,920

The following table sets forth the location and amount of operating lease costs included in the Company's consolidated statements of income:


	Three Months Ended December 31,				Nine Months Ended December 31,
(in thousands of dollars)	2022		2021		2022		2021

Income Statement Location
Cost of goods sold	$	2,825	$	2,805	$	8,161	$	8,104
Selling, general, and administrative expenses	2,853		2,536		8,074		7,102
Total operating lease costs(1)	$	5,678	$	5,341	$	16,235	$	15,206

(1)Includes variable operating lease costs.

The following table reconciles the undiscounted cash flows to the operating lease liabilities in the Company’s consolidated balance sheet:


(in thousands of dollars)	December 31, 2022
Maturity of Operating Lease Liabilities
2023 (excluding the nine months ended December 31, 2022)	$	3,466
2024	12,188
2025	9,668
2026	6,109
2027	4,491
2028 and thereafter	8,821
Total undiscounted cash flows for operating leases	$	44,743
Less: Imputed interest	(6,553)
Total operating lease liabilities	$	38,190

As of December 31, 2022, the Company had no leases that have not yet commenced.

The following table sets forth supplemental information related to operating leases:


	Three Months Ended December 31,				Nine Months Ended December 31,
(in thousands, except lease term and incremental borrowing rate)	2022		2021		2022			2021

Supplemental Cash Flow Information
Cash paid for amounts included in the measurement of operating lease liabilities	$	3,459	$	3,219	$	10,127		$	8,836
Right-of-use assets obtained in exchange for new operating leases	1,638		3,843		12,363			12,894

Weighted Average Remaining Lease Term (years)					4.95			5.31

Weighted Average Collateralized Incremental Borrowing Rate					5.72		%	3.84		%

NOTE 11. DERIVATIVES AND HEDGING ACTIVITIES

Universal is exposed to various risks in its worldwide operations and uses derivative financial instruments to manage two specific types of risks – interest rate risk and foreign currency exchange rate risk. Interest rate risk has been managed by entering into interest rate swap agreements, and foreign currency exchange rate risk has been managed by entering into forward and option foreign currency exchange contracts. However, the Company’s policy also permits other types of derivative instruments. In addition, foreign currency exchange rate risk is also managed through strategies that do not involve derivative instruments, such as using local borrowings and other approaches to minimize net monetary positions in non-functional currencies. The disclosures below provide additional information about the Company’s hedging strategies, the derivative instruments used, and the effects of these activities on the consolidated statements of income and comprehensive income and the consolidated balance sheets. In the consolidated statements of cash flows, the cash flows associated with all of these activities are reported in net cash provided by operating activities.

Cash Flow Hedging Strategy for Interest Rate Risk

In December 2022, the Company entered into receive-floating/pay-fixed interest rate swap agreements that were designated and qualify as hedges of the exposure to changes in interest payment cash flows created by fluctuations in variable interest rates on two outstanding non-amortizing bank term loans that were funded as part of a new bank credit facility in December 2022 (see Note 6 for additional information). Although no significant ineffectiveness is expected with this hedging strategy, the effectiveness of the interest rate swaps is evaluated on a quarterly basis. At December 31, 2022, the total notional amount of the interest rate swaps was $310 million, which corresponded to a portion of the aggregate outstanding balance of the term loans.

Previously, the Company had receive-floating/pay-fixed interest rate swap agreements that were designated and qualified as cash flow hedges for two non-amortizing bank loans that were repaid concurrent with closing on the new bank credit facility in December 2022. Those swap agreements, which had an aggregate notional amount of $370 million corresponding to a portion of the principal balance on the repaid loans, were terminated concurrent with the inception of the new swap agreements. The fair value of the previous swap agreements, approximately $11.8 million, was received from the counterparties in December 2022 upon termination and is being amortized from accumulated other comprehensive loss into earnings as a reduction of interest expense through the original maturity dates of those agreements.

In February 2019, the Company had receive-floating/pay-fixed interest rate swap agreements that were designated and qualified as cash flow hedges for the two non-amortizing bank loans that were repaid in December 2018 and carried over to hedge the variable interest payments for the two non-amortizing bank loans that were repaid in December 2022. Those swap agreements were terminated in February 2019. The fair value of the two swap agreements terminated in February 2019, approximately $5.4 million, was received in February 2019 from the counterparties upon termination and was amortized from accumulated other comprehensive loss into earnings as a reduction of interest expense through the original maturity dates of those agreements. As of December 31, 2022, the entire deferred gain has been amortized.

Cash Flow Hedging Strategy for Foreign Currency Exchange Rate Risk Related to Sales of Crop Inputs, Forecast Purchases of Tobacco, and Related Processing Costs

The majority of the tobacco production in most countries outside the United States where Universal operates is sold in export markets at prices denominated in U.S. dollars. However, sales of crop inputs (such as seeds and fertilizers) to farmers, purchases of tobacco from farmers, and most processing costs (such as labor and energy) in those countries are usually denominated in the local currency. Changes in exchange rates between the U.S. dollar and the local currencies where tobacco is

grown and processed affect the ultimate U.S. dollar sales of crop inputs and cost of processed tobacco. From time to time, the Company enters into forward and option contracts to buy U.S. dollars and sell the local currency at future dates that coincide with the sale of crop inputs to farmers. In the case of forecast purchases of tobacco and the related processing costs, the Company enters into forward and option contracts to sell U.S. dollars and buy the local currency at future dates that coincide with the expected timing of a portion of the tobacco purchases and processing costs. These strategies offset the variability of future U.S. dollar cash flows for sales of crop inputs, tobacco purchases, and processing costs for the foreign currency notional amount hedged. These hedging strategies have been used mainly for tobacco purchases, processing costs, and sales of crop inputs in Brazil, although the Company periodically enters into hedges for a portion of tobacco purchases in Africa.

The aggregate U.S. dollar notional amount of forward and option contracts entered into for these purposes during the nine-month periods in fiscal years 2023 and 2022 was as follows:


	Nine Months Ended December 31,
(in millions of dollars)	2022		2021

Tobacco purchases	$	47.1	$	134.7
Processing costs	7.9		32.5
Crop input sales	—		20.8
Total	$	55.0	$	188.0

Fluctuations in exchange rates and in the amount and timing of fixed-price orders from customers for their purchases from individual crop years routinely cause variations in the U.S. dollar notional amount of forward contracts entered into from one year to the next. All contracts related to tobacco purchases and crop input sales were designated and qualified as hedges of the future cash flows associated with the forecast purchases of tobacco. As a result, changes in fair values of the forward contracts have been recognized in comprehensive income as they occurred, but only recognized in earnings as a component of cost of goods sold upon sale of the related tobacco to third-party customers.

The table below presents the expected timing of when the remaining accumulated other comprehensive gains and losses as of December 31, 2022 for cash flows hedges of tobacco purchases and crop input sales are expected to be recognized in earnings.


Hedging Program	Crop Year	Geographic Location(s)	Fiscal Year Earnings
Tobacco purchases	2023	Brazil	2024
Tobacco purchases	2022	Brazil	2023
Crop input sales	2023	Brazil	2024
Crop input sales	2022	Brazil	2023

Forward contracts related to processing costs have not been designated as hedges, and gains and losses on those contracts have been recognized in earnings on a mark-to-market basis.

Hedging Strategy for Foreign Currency Exchange Rate Risk Related to Net Local Currency Monetary Assets and Liabilities of Foreign Subsidiaries

Most of the Company’s foreign subsidiaries transact the majority of their sales in U.S. dollars and finance the majority of their operating requirements with U.S. dollar borrowings, and therefore use the U.S. dollar as their functional currency. These subsidiaries normally have certain monetary assets and liabilities on their balance sheets that are denominated in the local currency. Those assets and liabilities can include cash and cash equivalents, accounts receivable and accounts payable, advances to farmers and suppliers, deferred income tax assets and liabilities, recoverable value-added taxes, operating lease liabilities, and other items. Net monetary assets and liabilities denominated in the local currency are remeasured into U.S. dollars each reporting period, generating gains and losses that the Company records in earnings as a component of selling, general, and administrative expenses. The level of net monetary assets or liabilities denominated in the local currency normally fluctuates throughout the year based on the operating cycle, but it is most common for monetary assets to exceed monetary liabilities, sometimes by a significant amount. When this situation exists and the local currency weakens against the U.S. dollar, remeasurement losses are generated. Conversely, remeasurement gains are generated on a net monetary asset position when the local currency strengthens against the U.S. dollar. To manage a portion of its exposure to currency remeasurement gains and losses, the Company enters into forward contracts to buy or sell the local currency at future dates coinciding with expected changes in the overall net local currency monetary asset position of the subsidiary. Gains and losses on the forward contracts are recorded in earnings as a component of

selling, general, and administrative expenses for each reporting period as they occur, and thus directly offset the related remeasurement losses or gains in the consolidated statements of income for the notional amount hedged. The Company does not designate these contracts as hedges for accounting purposes. The contracts are generally arranged to hedge the subsidiary's projected exposure to currency remeasurement risk for specified periods of time, and new contracts are entered as necessary throughout the year to replace previous contracts as they mature. The Company is currently using forward currency contracts to manage its exposure to currency remeasurement risk in Brazil. The total notional amounts of contracts outstanding at December 31, 2022 and 2021, and March 31, 2022, were approximately $91.8 million, $59.6 million, and $59.5 million, respectively. To further mitigate currency remeasurement exposure, the Company’s foreign subsidiaries may utilize short-term local currency financing during certain periods. This strategy, while not involving the use of derivative instruments, is intended to minimize the subsidiary’s net monetary position by financing a portion of the local currency monetary assets with local currency monetary liabilities, thus hedging a portion of the overall position.

Several of the Company’s foreign subsidiaries transact the majority of their sales and finance the majority of their operating requirements in their local currency, and therefore use their respective local currencies as the functional currency for reporting purposes. From time to time, these subsidiaries sell tobacco to customers in transactions that are not denominated in the functional currency. In those situations, the subsidiaries routinely enter into forward exchange contracts to offset currency risk for the period of time that a fixed-price order and the related trade account receivable are outstanding with the customer. The contracts are not designated as hedges for accounting purposes.

Effect of Derivative Financial Instruments on the Consolidated Statements of Income

The table below outlines the effects of the Company’s use of derivative financial instruments on the consolidated statements of income:


	Three Months Ended December 31,				Nine Months Ended December 31,
(in thousands of dollars)	2022		2021		2022		2021

Cash Flow Hedges - Interest Rate Swap Agreements
Derivative
Effective Portion of Hedge
Gain (loss) recorded in accumulated other comprehensive loss	$	1,006	$	3,967	$	14,255	$	2,318
Gain (loss) reclassified from accumulated other comprehensive loss into earnings	$	(1,031)	$	(2,263)	$	(2,902)	$	(6,743)
Gain on terminated interest rate swaps amortized from accumulated other comprehensive loss into earnings	$	—	$	353	$	—	$	1,061
Location of gain (loss) reclassified from accumulated other comprehensive loss into earnings	Interest expense
Ineffective Portion of Hedge
Gain (loss) recognized in earnings	$	—	$	—	$	—	$	—
Location of gain (loss) recognized in earnings	Selling, general and administrative expenses
Hedged Item
Description of hedged item	Floating rate interest payments on term loans

Cash Flow Hedges - Foreign Currency Exchange Contracts
Derivative
Effective Portion of Hedge
Gain (loss) recorded in accumulated other comprehensive loss	$	2,454	$	480	$	2,450	$	3,479
Gain (loss) reclassified from accumulated other comprehensive loss into earnings	$	1,790	$	2,274	$	4,831	$	3,563
Location of gain (loss) reclassified from accumulated other comprehensive loss into earnings	Cost of goods sold
Ineffective Portion and Early De-designation of Hedges
Gain (loss) recognized in earnings	$	—	$	—	$	(520)	$	451
Location of gain (loss) recognized in earnings	Selling, general and administrative expenses
Hedged Item
Description of hedged item	Forecast purchases of tobacco in Brazil and Africa

Derivatives Not Designated as Hedges - Foreign Currency Exchange Contracts
Gain (loss) recognized in earnings	$	(1,949)	$	174	$	(4,266)	$	3,939
Location of gain (loss) recognized in earnings	Selling, general and administrative expenses

For the interest rate swap agreements, the effective portion of the gain or loss on the derivative is recorded in accumulated other comprehensive loss and any ineffective portion is recorded in selling, general and administrative expenses.

For the forward foreign currency exchange contracts designated as cash flow hedges of tobacco purchases in Brazil and Africa, as well as the crop input sales in Brazil, a net hedge gain of approximately $3.8 million remained in accumulated other comprehensive loss at December 31, 2022. That balance reflects gains and losses on contracts related to the 2023 and 2022 Brazil crops, and the 2023 and 2022 Brazil crop input sales, less the amounts reclassified to earnings related to tobacco sold through December 31, 2022. Based on the hedging strategy, as the gain or loss is recognized in earnings, it is expected to be offset by a

change in the direct cost for the tobacco or by a change in sales prices if the strategy has been mandated by the customer. Generally, margins on the sale of the tobacco will not be significantly affected.

Effect of Derivative Financial Instruments on the Consolidated Balance Sheets

The table below outlines the effects of the Company’s derivative financial instruments on the consolidated balance sheets at December 31, 2022 and 2021, and March 31, 2022:


	Derivatives in a Fair Value Asset Position							Derivatives in a Fair Value Liability Position
	Balance Sheet Location	Fair Value as of						Balance Sheet Location	Fair Value as of
(in thousands of dollars)		December 31, 2022		December 31, 2021		March 31, 2022			December 31, 2022		December 31, 2021		March 31, 2022

Derivatives Designated as Hedging Instruments
Interest rate swap agreements	Other non-current assets	$	3,179	$	—	$	—	Other long-term liabilities	$	—	$	16,658	$	1,161

Foreign currency exchange contracts	Other current assets	3,389		2,169		10,957		Accounts payable and accrued expenses	—		3,952		3,200
Total		$	6,568	$	2,169	$	10,957		$	—	$	20,610	$	4,361

Derivatives Not Designated as Hedging Instruments
Foreign currency exchange contracts	Other current assets	$	1,152	$	1,390	$	13,111	Accounts payable and accrued expenses	$	1,194	$	1,298	$	64
Total		$	1,152	$	1,390	$	13,111		$	1,194	$	1,298	$	64

Substantially all of the Company's foreign exchange derivative instruments are subject to master netting arrangements whereby the right to offset occurs in the event of default by a participating party. The Company has elected to present these contracts on a gross basis in the consolidated balance sheets.

NOTE 12. FAIR VALUE MEASUREMENTS

Universal measures certain financial and nonfinancial assets and liabilities at fair value based on applicable accounting guidance. The financial assets and liabilities measured at fair value include money market funds, trading securities associated with deferred compensation plans, interest rate swap agreements, forward foreign currency exchange contracts and acquisition-related contingent consideration obligations. The application of the fair value guidance to nonfinancial assets and liabilities primarily includes the determination of fair values for goodwill and long-lived assets when indicators of potential impairment are present.

Under the accounting guidance, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The framework for measuring fair value is based on a fair value hierarchy that distinguishes between observable inputs and unobservable inputs. Observable inputs are based on market data obtained from independent sources. Unobservable inputs require the Company to make its own assumptions about the value placed on an asset or liability by market participants because little or no market data exists.

There are three levels within the fair value hierarchy:


Level						Description

1						quoted prices in active markets for identical assets or liabilities that the Company has the ability to access as of the reporting date;

2						quoted prices in active markets for similar assets or liabilities, or quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability; and

3						unobservable inputs for the asset or liability.

As permitted under the accounting guidance, the Company uses net asset value per share ("NAV") as a practical expedient to measure the fair value of its money market funds. The fair values for those funds are presented under the heading "NAV" in the tables that follow in this disclosure. In measuring the fair value of liabilities, the Company considers the risk of non-performance in determining fair value. Universal has not elected to report at fair value any financial instruments or any other assets or liabilities that are not required to be reported at fair value under current accounting guidance.

Recurring Fair Value Measurements

At December 31, 2022 and 2021, and at March 31, 2022, the Company had certain financial assets and financial liabilities that were required to be measured and reported at fair value on a recurring basis. These assets and liabilities are listed in the tables below and are classified based on how their values were determined under the fair value hierarchy or the NAV practical expedient:


	December 31, 2022
			Fair Value Hierarchy
(in thousands of dollars)	NAV		Level 1		Level 2		Level 3		Total

Assets
Money market funds	$	334	$	—	$	—	$	—	$	334
Trading securities associated with deferred compensation plans	—		11,257		—		—		11,257
Interest rate swap agreements	—		—		3,179		—		3,179
Foreign currency exchange contracts	—		—		4,541		—		4,541
Total financial assets measured and reported at fair value	$	334	$	11,257	$	7,720	$	—	$	19,311

Liabilities




Foreign currency exchange contracts	$	—	$	—	$	1,195	$	—	$	1,195
Total financial liabilities measured and reported at fair value	$	—	$	—	$	1,195	$	—	$	1,195


	December 31, 2021
			Fair Value Hierarchy
(in thousands of dollars)	NAV		Level 1		Level 2		Level 3		Total

Assets
Money market funds	$	335	$	—	$	—	$	—	$	335
Trading securities associated with deferred compensation plans	—		14,794		—		—		14,794

Foreign currency exchange contracts	—		—		3,559		—		3,559
Total financial assets measured and reported at fair value	$	335	$	14,794	$	3,559	$	—	$	18,688

Liabilities



Interest rate swap agreements	$	—	$	—	$	16,658	$	—	$	16,658
Foreign currency exchange contracts	—		—		5,250		—		5,250
Total financial liabilities measured and reported at fair value	$	—	$	—	$	21,908	$	—	$	21,908


	March 31, 2022
			Fair Value Hierarchy
(in thousands of dollars)	NAV		Level 1		Level 2		Level 3		Total

Assets
Money market funds	$	334	$	—	$	—	$	—	$	334
Trading securities associated with deferred compensation plans	—		13,655		—		—		13,655

Foreign currency exchange contracts	—		—		24,068		—		24,068
Total financial assets measured and reported at fair value	$	334	$	13,655	$	24,068	$	—	$	38,057

Liabilities



Interest rate swap agreements	$	—	$	—	$	1,161	$	—	$	1,161
Foreign currency exchange contracts	—		—		3,264		—		3,264
Total financial liabilities measured and reported at fair value	$	—	$	—	$	4,425	$	—	$	4,425

Money market funds

The fair value of money market funds, which are reported in cash and cash equivalents in the consolidated balance sheets, is based on NAV, which is the amount at which the funds are redeemable and is used as a practical expedient for fair value. These funds are not classified in the fair value hierarchy, but are disclosed as part of the fair value table above.

Trading securities associated with deferred compensation plans

Trading securities represent mutual fund investments that are matched to employee deferred compensation obligations. These investments are bought and sold as employees defer compensation, receive distributions, or make changes in the funds underlying their accounts. Quoted market prices (Level 1) are used to determine the fair values of the mutual funds.

Interest rate swap agreements

The fair values of interest rate swap agreements are determined based on dealer quotes using a discounted cash flow model matched to the contractual terms of each instrument. Since inputs to the model are observable and significant judgment is not required in determining the fair values, interest rate swaps are classified within Level 2 of the fair value hierarchy.

Foreign currency exchange contracts

The fair values of forward and option foreign currency exchange contracts are also determined based on dealer quotes using a discounted cash flow model matched to the contractual terms of each instrument. Since inputs to the model are observable and significant judgment is not required in determining the fair values, forward and option foreign currency exchange contracts are classified within Level 2 of the fair value hierarchy.

Acquisition-related contingent consideration obligations

The Company estimates the fair value of acquisition-related contingent consideration obligations by applying an income approach model that utilizes probability-weighted discounted cash flows. The Company acquired FruitSmart, Inc. ("FruitSmart") in fiscal year 2020 and recognized a contingent consideration liability of $6.7 million on the date of acquisition. Each period the Company evaluated the fair value of the acquisition-related contingent consideration obligations. During the year ended March 31, 2021, the evaluation resulted in a reduction of $4.2 million of contingent consideration of the original $6.7 million liability recorded. During the year ended March 31, 2022, the evaluation of the contingent liability resulted in a reduction of the remaining $2.5 million contingent consideration recorded. Significant judgment is applied to this model and therefore the acquisition-related contingent consideration obligation was classified within Level 3 of the fair value hierarchy.

A reconciliation of the change in the balance of the acquisition-related contingent consideration obligation (Level 3) for the nine months ended December 31, 2022 and 2021 is provided below.


(in thousands of dollars)	Nine Months Ended December 31,
	2022		2021
Balance beginning of year	$	—	$	2,532


Change in fair value of contingent consideration liability	—		(2,532)
Balance at end of period	$	—	$	—

Long-term Debt

The following table summarizes the fair and carrying value of the Company’s long-term debt, and if applicable any current portion, at each of the balance sheet dates December 31, 2022, and 2021 and March 31, 2022:


(in millions of dollars)	December 31, 2022		December 31, 2021		March 31, 2022
Fair market value of long term obligations	$	615	$	517	$	517
Carrying value of long term obligations	$	620	$	520	$	520

The Company estimates the fair value of its long-term debt using Level 2 inputs which are based upon quoted market prices for the same or similar obligations or on calculations that are based on the current interest rates available to the Company for debt of similar terms and maturities.

Nonrecurring Fair Value Measurements

Assets and liabilities that are measured at fair value on a nonrecurring basis primarily relate to long-lived assets, right-of-use operating lease assets and liabilities, goodwill and intangibles, and other current and noncurrent assets. These assets and liabilities fair values are also evaluated for impairment when potential indicators of impairment exist. Accordingly, the nonrecurring measurement of the fair value of these assets and liabilities are classified within Level 3 of the fair value hierarchy.

Acquisition Accounting for Business Combinations

The Company accounts for acquisitions qualifying under ASC 805, "Business Combinations," which requires, among other things, that the assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The fair values of consideration transferred and net assets acquired are determined using a combination of Level 2 and Level 3 inputs as specified in the fair value hierarchy in ASC 820, “Fair Value Measurements and Disclosures.” The Company believes that the fair values assigned to the assets acquired and liabilities assumed are based on reasonable assumptions.

Long-Lived Assets

The Company reviews long-lived assets for impairment whenever events, changes in business conditions, or other circumstances provide an indication that such assets may be impaired.

NOTE 13. PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

The Company sponsors several defined benefit pension plans covering eligible U.S. salaried employees and certain foreign and other employee groups. These plans provide retirement benefits based primarily on employee compensation and years of service. The Company also sponsors defined benefit plans that provide postretirement health and life insurance benefits for eligible U.S. employees attaining specific age and service levels, although postretirement life insurance is no longer provided for active employees.

The components of the Company’s net periodic benefit cost were as follows:


	Pension Benefits				Other Postretirement Benefits
	Three Months Ended December 31,				Three Months Ended December 31,
(in thousands of dollars)	2022		2021		2022		2021

Service cost	$	1,549	$	1,678	$	33	$	43
Interest cost	2,341		2,212		236		265
Expected return on plan assets	(3,323)		(3,373)		(18)		(21)

Net amortization and deferral	1,001		976		(168)		(115)
Net periodic benefit cost	$	1,568	$	1,493	$	83	$	172


	Pension Benefits				Other Postretirement Benefits
	Nine Months Ended December 31,				Nine Months Ended December 31,
(in thousands of dollars)	2022		2021		2022		2021

Service cost	$	4,597	$	4,981	$	97	$	137
Interest cost	7,027		6,725		712		745
Expected return on plan assets	(9,971)		(10,145)		(56)		(65)

Net amortization and deferral	3,003		2,928		(507)		(346)
Net periodic benefit cost	$	4,656	$	4,489	$	246	$	471

During the nine months ended December 31, 2022, the Company made contributions of approximately $3.6 million to its pension plans. Additional contributions of $0.5 million are expected during the remaining three months of fiscal year 2023.

NOTE 14. STOCK-BASED COMPENSATION

Universal’s shareholders have approved the Executive Stock Plan (“Plan”) under which officers, directors, and employees of the Company may receive grants and awards of common stock, restricted stock, restricted stock units (“RSUs”), performance share units (“PSUs”), stock appreciation rights, incentive stock options, and non-qualified stock options. The Company’s practice is to award grants of stock-based compensation to officers on an annual basis at the first regularly-scheduled meeting of the Compensation Committee of the Board of Directors (the “Compensation Committee”) in the fiscal year following the public release of the Company’s financial results for the prior year. The Compensation Committee administers the Company’s Plan consistently, following previously defined guidelines. In recent years, the Compensation Committee has awarded only grants of RSUs and PSUs. Awards of restricted stock, RSUs, and PSUs are currently outstanding under the Plan.

RSUs awarded prior to fiscal year 2022 vest 5 years after the grant date and those awarded beginning in fiscal year 2022 vest 3 years after the grant date. After vesting RSUs are paid out in shares of common stock. Under the terms of the RSU awards, grantees receive dividend equivalents in the form of additional RSUs that vest and are paid out on the same date as the original RSU grant. The PSUs vest at the end of a performance period of three years that begins with the year of the grant, are paid out in shares of common stock shortly after the vesting date, and do not carry rights to dividends or dividend equivalents prior to vesting. Shares ultimately paid out under PSU grants are dependent on the achievement of predetermined performance measures established by the Compensation Committee and can range from zero to 150% of the stated award. The Company’s outside directors receive RSUs following the annual meeting of shareholders. RSUs awarded to outside directors vest 1 year after the grant date. Restricted shares vest upon the individual’s retirement from service as a director.

During the nine-month periods ended December 31, 2022 and 2021, the Company issued the following stock-based awards, representing the regular annual grants to officers and outside directors of the Company:


	Nine Months Ended December 31,
	2022		2021

RSUs:
Number granted	79,405		72,860
Grant date fair value	$	62.17	$	56.31

PSUs:
Number granted	48,315		48,650
Grant date fair value	$	54.46	$	47.95

Fair value expense for restricted stock units is recognized ratably over the period from grant date to the earlier of: (1) the vesting date of the award, or (2) the date the grantee is eligible to retire without forfeiting the award. For employees who are already eligible to retire at the date an award is granted, the total fair value of all non-forfeitable awards is recognized as expense at the date of grant. As a result, Universal typically incurs higher stock compensation expense in the first quarter of each fiscal year when grants are awarded to officers than in the other three quarters. For PSUs, the Company generally recognizes fair value expense ratably over the performance and vesting period based on management’s judgment of the ultimate award that is likely to be paid out based on the achievement of the predetermined performance measures. The Company accounts for forfeitures of stock-based awards as they occur. For the nine-month periods ended December 31, 2022 and 2021, the Company recorded total stock-based compensation expense of approximately $6.6 million and $5.3 million, respectively. The Company expects to recognize stock-based compensation expense of approximately $1.2 million during the remaining three months of fiscal year 2023.

NOTE 15. OPERATING SEGMENTS

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 December 31,				Nine Months Ended December 31,
(in thousands of dollars)	2022		2021		2022		2021

SALES AND OTHER OPERATING REVENUES
Tobacco Operations	$	724,589	$	578,002	$	1,642,682	$	1,268,610
Ingredients Operations	70,450		74,642		233,163		188,018
Consolidated sales and other operating revenues	$	795,039	$	652,644	$	1,875,845	$	1,456,628

OPERATING INCOME
Tobacco Operations	$	77,104	$	69,796	$	119,010	$	105,599
Ingredients Operations	767		3,494		9,876		10,573
Segment operating income	77,871		73,290		128,886		116,172
Deduct: Equity in pretax (earnings) loss of unconsolidated affiliates (1)	(345)		(2,084)		(208)		(5,056)
Restructuring and impairment costs (2)	—		(8,433)		—		(10,457)

Add: Other income (loss)(3)	—		—		—		2,532
Consolidated operating income	$	77,526	$	62,773	$	128,678	$	103,191

(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. See Note 4 for additional information.

(3)Other income represents the reversal of a portion of the contingent consideration liability associated with the acquisition of FruitSmart. See Note 12 for additional information.

NOTE 16. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive income (loss) attributable to the Company for the nine months ended December 31, 2022 and 2021:


	Nine Months Ended December 31,
(in thousands of dollars)	2022		2021
Foreign currency translation:
Balance at beginning of year	$	(40,965)	$	(35,135)
Other comprehensive income (loss) attributable to Universal Corporation:
Net gain (loss) on foreign currency translation	(5,425)		(4,685)

Less: Net (gain) loss on foreign currency translation attributable to noncontrolling interests	247		170
Other comprehensive income (loss) attributable to Universal Corporation, net of income taxes	(5,178)		(4,515)
Balance at end of period	$	(46,143)	$	(39,650)

Foreign currency hedge:
Balance at beginning of year	$	3,579	$	(414)
Other comprehensive income (loss) attributable to Universal Corporation:
Net gain (loss) on derivative instruments (net of tax (expense) benefit of $(530) and $(301))	253		730
Reclassification of (gain) loss to earnings (net of tax expense (benefit) of $519 and $748) (1)	(2,191)		(2,265)
Other comprehensive income (loss) attributable to Universal Corporation, net of income taxes	(1,938)		(1,535)
Balance at end of period	$	1,641	$	(1,949)

Interest rate hedge:
Balance at beginning of year	$	(860)	$	(19,480)
Other comprehensive income (loss) attributable to Universal Corporation:
Net gain (loss) on derivative instruments (net of tax (expense) benefit of $(3,224) and $(487))	11,870		1,832
Reclassification of (gain) loss to earnings (net of tax expense (benefit) of $(220) and $(1,193)) (2)	811		4,488
Other comprehensive income (loss) attributable to Universal Corporation, net of income taxes	12,681		6,320
Balance at end of period	$	11,821	$	(13,160)

Pension and other postretirement benefit plans:
Balance at beginning of year	$	(46,065)	$	(52,008)
Other comprehensive income (loss) attributable to Universal Corporation:


Amortization included in earnings (net of tax expense (benefit) of $(409) and $(524))(3)	1,491		2,355
Other comprehensive income (loss) attributable to Universal Corporation, net of income taxes	1,491		2,355
Balance at end of period	$	(44,574)	$	(49,653)

Total accumulated other comprehensive loss at end of period	$	(77,255)	$	(104,412)

(1) Gain (loss) on foreign currency cash flow hedges related to forecast purchases of tobacco and crop input sales is reclassified from accumulated other comprehensive income (loss) to cost of goods sold when the tobacco is sold to customers. See Note 11 for additional information.

(2) Gain (loss) on interest rate cash flow hedges is reclassified from accumulated other comprehensive income (loss) to interest expense when the related interest payments are made on the underlying debt, or as amortized to interest expense over the period to original maturity for terminated swap agreements. See Note 11 for additional information.

(3) This accumulated other comprehensive income (loss) component is included in the computation of net periodic benefit cost. See Note 13 for additional information.

NOTE 17. CHANGES IN SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS IN SUBSIDIARIES

A reconciliation of the changes in Universal Corporation shareholders’ equity and noncontrolling interests in subsidiaries for the three and nine months ended December 31, 2022 and 2021 is as follows:


	Three Months Ended December 31, 2022						Three Months Ended December 31, 2021
(in thousands of dollars)	Universal Corporation		Non-controlling Interests		Total		Universal Corporation		Non-controlling Interests		Total

Balance at beginning of three-month period	$	1,324,854	$	29,879	$	1,354,733	$	1,297,332	$	36,094	$	1,333,426





Changes in common stock



Accrual of stock-based compensation	1,326		—		1,326		1,204		—		1,204

Dividend equivalents on RSUs	294		—		294		266		—		266

Changes in retained earnings
Net income	41,660		9,701		51,361		34,940		9,215		44,155
Cash dividends declared

Common stock	(19,399)		—		(19,399)		(19,193)		—		(19,193)

Repurchase of common stock	—		—		—		—		—		—
Dividend equivalents on RSUs	(294)		—		(294)		(266)		—		(266)

Other comprehensive income (loss)	12,351		370		12,721		1,721		(14)		1,707

Other changes in noncontrolling interests
Dividends paid to noncontrolling shareholders	—		—		—		—		(2,057)		(2,057)

Balance at end of period	$	1,360,792	$	39,950	$	1,400,742	$	1,316,004	$	43,238	$	1,359,242


	Nine Months Ended December 31, 2022						Nine Months Ended December 31, 2021
(in thousands of dollars)	Universal Corporation		Non-controlling Interests		Total		Universal Corporation		Non-controlling Interests		Total

Balance at beginning of year	$	1,340,543	$	44,226	$	1,384,769	$	1,307,299	$	41,126	$	1,348,425





Changes in common stock

Repurchase of common stock	(893)		—		(893)		—		—		—

Accrual of stock-based compensation	6,630		—		6,630		5,289		—		5,289
Withholding of shares from stock-based compensation for grantee income taxes	(2,090)		—		(2,090)		(2,458)		—		(2,458)
Dividend equivalents on RSUs	851		—		851		802		—		802

Changes in retained earnings
Net income	70,345		3,223		73,568		60,807		9,015		69,822
Cash dividends declared

Common stock	(58,244)		—		(58,244)		(57,558)		—		(57,558)

Repurchase of common stock	(2,555)		—		(2,555)		—		—		—
Dividend equivalents on RSUs	(851)		—		(851)		(802)		—		(802)

Other comprehensive income (loss)	7,056		(247)		6,809		2,625		(170)		2,455

Other changes in noncontrolling interests
Dividends paid to noncontrolling shareholders	—		(6,825)		(6,825)		—		(6,733)		(6,733)
Other	—		(427)		(427)		—		—		—
Balance at end of period	$	1,360,792	$	39,950	$	1,400,742	$	1,316,004	$	43,238	$	1,359,242

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless the context otherwise requires, the terms “we,” “our,” “us” or “Universal” or the “Company” refer to Universal Corporation together with its subsidiaries. This Quarterly Report on Form 10-Q and the following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Among other things, these statements relate to the Company’s financial condition, results of operation, and future business plans, operations, opportunities, and prospects. In addition, the Company and its representatives may from time to time make written or oral forward-looking statements, including statements contained in other filings with the Securities and Exchange Commission and in reports to shareholders. These forward-looking statements are generally identified by the use of words such as we “expect,” “believe,” “anticipate,” “could,” “should,” “may,” “plan,” “will,” “predict,” “estimate,” and similar expressions or words of similar import. These forward-looking statements are 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; our ability to maintain effective information systems and safeguard confidential information; anticipated levels of demand for and supply of our 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 our customers; industry-specific risks related to our plant-based ingredient businesses; exposure to certain regulatory and financial risks related to climate change; changes in estimates and assumptions underlying our 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. For a further description of factors that may cause actual results to differ materially from such forward-looking statements, see Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended March 31, 2022. We caution investors not to place undue reliance on any forward-looking statements as these statements speak only as of the date when made, and we undertake no obligation to update any forward-looking statements made in this report. This Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended March 31, 2022.

Results of Operations

Amounts described as net income (loss) and earnings (loss) per diluted share in the following 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 below. In addition, we have provided a reconciliation of the total for segment operating income (loss) to consolidated operating income (loss) in Note 15. "Operating Segments" 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.

Overview

We are extremely pleased with our results driven by strong tobacco shipments in the nine months and quarter ended December 31, 2022, compared to the same periods in fiscal year 2022. Tobacco shipments are generally moving smoothly, and we are not seeing the logistical constraints that we saw in the prior fiscal year. Our Ingredients Operations segment also continued to positively contribute to and diversify our results in the nine months and quarter ended December 31, 2022.

There continues to be significant demand for leaf tobacco with all types of leaf tobacco currently in an undersupply position. Short burley tobacco crops in Africa, largely due to weather conditions, have contributed to the lower leaf tobacco supply. As of December 31, 2022, our uncommitted inventory levels stood at less than 7% of our tobacco inventory, an exceptionally low level. Although it is still early, we are forecasting larger crops in several key tobacco origins in fiscal year 2024.

In our Ingredients Operations segment, we recently have been experiencing some softening of demand for some of our ingredients products which we believe is temporary and largely due to customers adjusting their inventory levels. Some of our ingredients customers have been carrying higher inventory levels because of supply chain uncertainties. Increased costs, particularly selling, general, and administrative expenses, including costs related to the expansion of sales and product development resources and deferred compensation costs from acquisitions, reduced our results for our Ingredients Operations segment in the quarter and nine months ended December 31, 2022.

We remain excited about the long-term outlook for our ingredients businesses and continue to make significant capital investments to enhance and increase the capabilities of our plant-based ingredients platform. We are ahead of achieving some of the earlier identified operational synergies across the platform and making considerable progress on our vision for the segment. As announced on February 1, 2023, we have appointed a new director with extensive experience in the ingredients and value-added supplier space to our corporate Board of Directors to assist us as we continue to promote and expand this business.

We successfully refinanced and expanded our bank credit facility in the quarter ended December 31, 2022, positioning us to meet our future financial needs. In line with our previous expectations, we also reduced our outstanding borrowings considerably in the three months ended December 31, 2022, as we moved beyond our peak working capital requirements for fiscal year 2023.

Our fiscal year 2022 Sustainability Report was published in December 2022 and is available on our website, www.universalcorp.com. Sustainability is an essential pillar of our business at Universal. We are committed to disclosing our operational activities as well as our sustainability performance in a consistent and transparent manner. We are excited about our sustainability achievements and the new and updated information and disclosures contained in our 2022 Sustainability Report.


FINANCIAL HIGHLIGHTS
	Nine Months Ended December 31,						Change
(in millions of dollars, except per share data)	2022			2021			$		%

Consolidated Results
Sales and other operating revenue	$	1,875.8		$	1,456.6		$	419.2	29	%
Cost of goods sold	$	1,540.4		$	1,170.0		$	370.4	32	%
Gross Profit Margin	17.9		%	19.7		%			-180 bps
Selling, general and administrative expenses	$	206.8		$	175.5		$	31.3	18	%
Restructuring and impairment costs	$	—		$	10.5		$	(10.5)	(100)	%
Operating income (as reported)	$	128.7		$	103.2		$	25.5	25	%
Adjusted operating income (non-GAAP)*	$	128.7		$	116.5		$	12.2	10	%
Diluted earnings per share (as reported)	$	2.82		$	2.44		$	0.38	16	%
Adjusted diluted earnings per share (non-GAAP)*	$	2.80		$	2.76		$	0.04	1	%
Segment Results
Tobacco operations sales and other operating revenues	$	1,642.7		$	1,268.6		$	374.1	29	%
Tobacco operations operating income	$	119.0		$	105.6		$	13.4	13	%
Ingredients operations sales and other operating revenues	$	233.2		$	188.0		$	45.1	24	%
Ingredient operations operating income	$	9.9		$	10.6		$	(0.7)	(7)	%

*See Reconciliation of Certain Non-GAAP Financial Measures in Other Items below.

Net income for the nine months ended December 31, 2022, was $70.3 million, or $2.82 per diluted share, compared with $60.8 million, or $2.44 per diluted share, for the nine months ended December 31, 2021. Excluding certain non-recurring items detailed in Other Items below, net income and diluted earnings per share increased by $1.1 million and $0.04, respectively, for the

nine months ended December 31, 2022, compared to the nine months ended December 31, 2021. Operating income of $128.7 million for the nine months ended December 31, 2022, increased by $25.5 million, compared to operating income of $103.2 million for the nine months ended December 31, 2021. Adjusted operating income, detailed in Other Items below, of $128.7 million increased by $12.2 million for the nine months ended December 31, 2022, compared to adjusted operating income of $116.5 million for the nine months ended December 31, 2021.

Net income for the quarter ended December 31, 2022, was $41.7 million, or $1.67 per diluted share, compared with $34.9 million, or $1.40 per diluted share, for the quarter ended December 31, 2021. Excluding certain non-recurring items detailed in Other Items below, net income and diluted earnings per share decreased by $3.1 million and $0.13, respectively, for the quarter ended December 31, 2022, compared to the quarter ended December 31, 2021. Operating income of $77.5 million for the quarter ended December 31, 2022, increased by $14.8 million, compared to operating income of $62.8 million for the quarter ended December 31, 2021. Adjusted operating income, detailed in Other Items below, of $77.5 million increased by $2.7 million for the third quarter of fiscal year 2023, compared to adjusted operating income of $74.9 million for the third quarter of fiscal year 2022.

Consolidated revenues increased by $419.2 million to $1.9 billion for the nine months ended December 31, 2022, compared to the same period 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. For the quarter ended December 31, 2022, consolidated revenues were $795.0 million, an increase of $142.4 million compared to $652.6 million for the quarter ended December 31, 2021, on higher tobacco sales volumes and prices.

Tobacco Operations

Operating income for the Tobacco Operations segment increased by $13.4 million to $119.0 million and by $7.3 million to $77.1 million, respectively, for the nine months and quarter ended December 31, 2022, compared to the same periods in fiscal year 2022. Tobacco Operations segment results improved primarily due to large shipments of both carryover and current crop tobacco, in the nine months and quarter ended December 31, 2022, compared to the nine months and quarter ended December 31, 2021. While sales volumes were higher for the Tobacco Operations segment in the nine months and quarter ended December 31, 2022, compared to the same periods in the prior fiscal year, gross profit and operating margins were lower due to sales mix and sales of tobaccos that were written down in prior quarters. Tobacco shipments from Brazil of both carryover and current crops were up significantly in the nine months and quarter ended December 31, 2022, compared to the nine months and quarter ended December 31, 2021. In Africa, despite some lower burley tobacco crop sizes, tobacco sales volumes were up due to earlier shipment timing in the nine months and quarter ended December 31, 2022, compared to the same periods in fiscal year 2022. Results for our oriental tobacco joint venture were down in the nine months and quarter ended December 31, 2022, compared to the same periods in the prior fiscal year, on lower sales volumes and unfavorable foreign currency comparisons. Selling, general, and administrative expenses for the Tobacco Operations segment were higher in the nine months ended December 31, 2022, compared to the nine months ended December 31, 2021, primarily due to unfavorable foreign currency comparisons, higher provisions to suppliers, and higher compensation costs. For the quarter ended December 31, 2022, selling, general, and administrative expenses for the Tobacco Operations segment were higher compared to the quarter ended December 31, 2021, largely due to higher compensation costs and larger provisions to suppliers, in part due to lower crop yields, partially offset by favorable foreign exchange comparisons. Revenues for the Tobacco Operations segment of $1.6 billion for the nine months and $724.6 million for the quarter ended December 31, 2022, were up $374.1 million and $146.6 million, respectively, compared to the same periods in the prior fiscal year, on higher sales volumes and prices.

Ingredients Operations

Operating income for the Ingredients Operations segment was $9.9 million for the nine months ended December 31, 2022, compared to $10.6 million for the nine months ended December 31, 2021. Results for the Ingredients Operations segment were down in the nine months ended December 31, 2022, compared to the same period in the prior fiscal year, as increased sales and better margins as well as the inclusion of the October 2021 purchase of Shank’s Extracts, LLC (“Shank’s”) were offset by increased costs, mainly higher selling, general, and administrative expenses. Operating income for the Ingredients Operations segment was $0.8 million for the quarter ended December 31, 2022, compared to $3.5 million for the quarter ended December 31, 2021, on lower sales, particularly lower sales of extracts, and higher costs. Selling, general, and administrative expenses for the segment increased in the nine months and quarter ended December 31, 2022, compared to the same periods in the prior fiscal year, largely on higher compensation costs, including final deferred compensation costs from acquisitions, as well as costs related to the expansion of sales and product development capabilities of our plant-based ingredients platform. Selling, general, and administrative expenses for the segment also increased in the nine months ended December 31, 2022, compared to the same period in the prior fiscal year, on the addition of Shank’s. Revenues for the Ingredients Operations segment increased by $45.1 million to $233.2 million for the nine months ended December 31, 2022, compared to the nine months ended December 31, 2021,

largely on the addition of the revenues for the acquired business as well as higher sales volumes and prices for the existing businesses. For the quarter ended December 31, 2022, revenues for the Ingredients Operations segment decreased by $4.2 million to $70.5 million, compared to the quarter ended December 31, 2021, on lower sales volumes.

Other Items

Cost of goods sold in the nine months and quarter ended December 31, 2022, increased by 32% and 25% to $1.5 billion and $649.5 million, respectively, compared to the same periods in the prior fiscal year, as a result of higher raw material costs. 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 nine months ended December 31, 2022, increased by $31.3 million to $206.8 million compared to the same period in the prior fiscal year, on higher compensation costs, additional costs from the acquisition of Shank’s in the Ingredients Operations segment as well as unfavorable foreign currency comparisons. Selling, general, and administrative costs for the quarter ended December 31, 2022, increased by $7.7 million to $68.0 million compared to the same period in the prior fiscal year, on higher compensation costs, including final deferred compensation costs from acquisitions, and higher provisions to suppliers partially offset by favorable foreign currency comparisons. Unfavorable foreign currency comparisons were approximately $3.8 million in the nine months ended December 31, 2022, and favorable foreign currency comparisons were approximately $4.5 million in the quarter ended December 31, 2022, compared to the same periods in the prior year. Interest expense for the nine months and quarter ended December 31, 2022, increased by $12.5 million to $33.3 million and by $6.8 million to $14.3 million, respectively, largely on higher debt balances and interest rates.

For the nine months and quarter ended December 31, 2022, our effective tax rate on pre-tax income was 23.2% and 19.3%, respectively. In the nine months ended December 31, 2022, we sold our idled Tanzania operations and recognized $1.1 million of income taxes. Without this item, the consolidated effective income tax rate for the nine months ended December 31, 2022, would have been approximately 22.0%. 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 nine months and quarter ended December 31, 2021, our effective tax rate on pre-tax income was 21.0% and 23.4% respectively. In the nine months ended December 31, 2021, the Company recognized a $1.7 million income tax benefit related to a final tax ruling at a foreign subsidiary and a $1.2 million benefit in the third fiscal quarter of 2022 due to finalizing the prior year U.S. tax return. Without these income tax benefits, the adjusted effective tax rate for the nine months and quarter ended December 31, 2021, would have been 24.3% and 25.5%, respectively.

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 December 31,				Nine Months Ended December 31,
(in thousands)	2022		2021		2022		2021
As Reported: Consolidated operating income	$	77,526	$	62,773	$	128,678	$	103,191
Purchase accounting adjustment (1)	—		3,057		—		3,057
Transaction costs for acquisitions(2)	—		597		—		2,310
Restructuring and impairment costs(3)	—		8,433		—		10,457
Fair value adjustment to contingent consideration for FruitSmart acquisition(4)	—		—		—		(2,532)
Adjusted operating income	$	77,526	$	74,860	$	128,678	$	116,483

Adjusted Net Income and Diluted Earnings Per Share
(in thousands and reported net of income taxes)	Three Months Ended December 31,				Nine Months Ended December 31,
	2022		2021		2022		2021
As Reported: Net income available to Universal Corporation	$	41,660	$	34,940	$	70,345	$	60,807
Purchase accounting adjustment (1)	—		2,415		—		2,415
Transaction costs for acquisitions(2)	—		482		—		2,195
Restructuring and impairment costs(3)	—		6,874		—		7,879
Fair value adjustment to contingent consideration for FruitSmart acquisition(4)	—		—		—		(2,532)

Interest income and income tax benefit on a final tax ruling at a foreign subsidiary	—		—		—		(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	$	41,660	$	44,711	$	69,661	$	68,608

As reported: Diluted earnings per share	$	1.67	$	1.40	$	2.82	$	2.44
As adjusted: Diluted earnings per share	$	1.67	$	1.80	$	2.80	$	2.76

(1)The Company recognized an increase in cost of goods sold in the third quarter of fiscal year 2022, relating to the expensing of a fair value adjustment to inventory associated with the acquisition accounting for Shank's (effective October 4, 2021).

(2)The Company incurred selling, general, and administrative expenses for due diligence and other transaction costs associated with the acquisition of Shank's.

(3) 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.

(4)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 monitor global 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. Mitigating risks from COVID to our employees and our business is critically important. We have assessed and regularly update our existing health and safety protocols, business continuity plans, and related policies and practices, and we 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 previously experienced delays resulting from COVID in certain operations, we experienced increased volatility in foreign currency exchange rates which we believe in part related to COVID uncertainties and actions taken by governments and central banks, and we experienced and continue to monitor for logistical constraints around worldwide vessel and container

availability and increased costs stemming from the COVID pandemic. We remain thankful for the hard work of our employees and the continued support of our customers, growers, and other partners.

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.

Liquidity and Capital Resources

Overview

After significant seasonal working capital investment in our tobacco operations in the first half of the fiscal year, we generally see tobacco inventory levels and other working capital items decrease in the second half of our fiscal year as tobacco crops in Africa, South America, and North America are being shipped. We saw the beginning of the seasonal contraction in our working capital requirements by the end of the third quarter of fiscal year 2023. We are, however, experiencing higher working capital needs in fiscal year 2023 compared to historical levels due to increased costs, specifically higher leaf tobacco costs. We funded our working capital needs in the nine months ended December 31, 2022, using a combination of cash on hand, short-term borrowings, customer advances, and operating cash flows.

Our liquidity and operating capital resource requirements are predominantly short term in nature and primarily relate to working capital for tobacco crop purchases. Working capital needs are seasonal within each geographic region. The geographic dispersion and the timing of working capital needs permit us to predict our general level of cash requirements, although tobacco crop sizes, prices paid to farmers, shipment and delivery timing, and currency fluctuations affect requirements each year. Peak working capital requirements are generally reached during the first and second fiscal quarters. Each geographic area follows a cycle of buying, processing, and shipping tobacco, and in many regions, we also provide agricultural materials to farmers during the growing season. The timing of the elements of each cycle is influenced by such factors as local weather conditions and individual customer shipping requirements, which may change the level or the duration of crop financing. Despite a predominance of short-term needs, we maintain a portion of our total debt as long-term to reduce liquidity risk. We also periodically have large cash balances that we utilize to meet our working capital requirements.

Operating Activities

We used $183.9 million in net cash flows from our operations during the nine months ended December 31, 2022. That amount was $132.3 million higher than during the same period in fiscal year 2022. Our working capital needs to fund our operations in the nine months ended December 31, 2022, were higher, compared to the nine months ended December 31, 2021, primarily on higher green tobacco costs. Tobacco inventory levels increased by $43.9 million from March 31, 2022 levels to $866.4 million at December 31, 2022, on seasonal leaf purchases. Tobacco inventory levels were $10.8 million above December 31, 2021 levels, mainly due to higher green tobacco prices, partially offset by lower crop sizes in certain tobacco origins. We generally do not purchase material quantities of tobacco on a speculative basis. However, when we contract directly with tobacco farmers, we are often obligated to buy all stalk positions, which may contain less marketable leaf styles. At December 31, 2022, our uncommitted tobacco inventories were $56.0 million, or less than 7% of total tobacco inventory, compared to $130.1 million, or about 16% of our March 31, 2022 tobacco inventory, and $132.0 million, or about 15% of our December 31, 2021 tobacco inventory. While we target committed inventory levels of 80% or more of total tobacco inventory, the level of these uncommitted inventory percentages is influenced by timing of farmer deliveries of new crops, as well as the receipt of customer orders.

Our balance sheet accounts reflected seasonal patterns in the nine months ended December 31, 2022, on deliveries of tobacco crops by farmers in South America, Africa, and North America. Accounts receivable were up $151.2 million for the nine months ended December 31, 2022, from March 31, 2022 levels. This increase in accounts receivable was higher than historic levels mainly on shipment timing as well as higher leaf tobacco costs. Notes payable and overdrafts were up $165.4 million from March 31, 2022 levels, partly on increased short-term borrowings to fund seasonal working capital needs. Accounts payable and accrued expenses at December 31, 2022, were down $63.9 million from March 31, 2022 levels, primarily due to payments on acquired tobacco inventory.

Accounts receivable of $536.7 million at December 31, 2022, were $136.5 million higher, compared to the same period in the prior fiscal year, primarily on the timing of tobacco sales and shipments and higher leaf tobacco costs. Advances to suppliers were up $36.4 million at December 31, 2022, compared to at December 31, 2021, partly due to higher crop input costs. Inventories—Other were also up in the nine months ended December 31, 2022, compared to the nine months ended December 31, 2021, on higher raw material and crop input costs. Notes payable and overdrafts were up $95.5 million compared to December 31, 2021 levels, on higher tobacco inventory costs and higher accounts receivable balances.

Investing Activities

Our capital allocation strategy focuses on four strategic priorities: strengthening and investing for growth in our leaf tobacco business; increasing our strong dividend; exploring growth opportunities for our plant-based ingredients platform that utilize our assets and capabilities; and returning excess capital to our shareholders. In deciding where to invest capital resources, we look for opportunities where we believe we can earn an adequate return as well as leverage our assets and expertise or enhance our farmer base. Our capital expenditures are generally limited to those that add value, replace or maintain equipment, increase efficiency, or position us for future growth. During the nine months ended December 31, 2022 and 2021, we invested about $39.4 million and $39.8 million, respectively, in our property, plant and equipment. Depreciation expense was approximately $33.2 million and $30.4 million for the nine months ended December 31, 2022 and 2021, respectively. Typically, our capital expenditures for maintenance projects are less than $30 million per fiscal year. In addition, from time to time, we undertake projects that require capital expenditures when we identify opportunities to improve efficiencies, invest in sustainability projects, add value for our customers, and position ourselves for future growth. We currently expect to spend approximately $70 to $80 million over the next twelve months on capital projects for maintenance of our facilities and other investments, including significant investments in our plant-based ingredients platform, to grow and improve our businesses.

On November 3, 2022, we announced that our Board of Directors had approved a new share repurchase program, which replaced the share repurchase program expiring in November 2022, for the purchase of up to $100 million of our common stock through November 15, 2024. Under the new program, we may purchase shares from time to time on the open market or in privately negotiated transactions at prices not exceeding prevailing market rates. Repurchases of shares under the repurchase program may vary based on management discretion, as well as changes in cash flow generation and availability. During the three months ended December 31, 2022, we did not purchase any shares of common stock. As of December 31, 2022, approximately 24.6 million shares of our common stock were outstanding, and our available authorization under our current share repurchase program was $100 million.

Financing Activities

We consider the sum of notes payable and overdrafts, long-term debt (including any current portion), and customer advances and deposits, less cash, cash equivalents, and short-term investments on our balance sheet to be our net debt. We also consider our net debt plus shareholders' equity to be our net capitalization. Net debt as a percentage of net capitalization was approximately 40% at December 31, 2022, up from the December 31, 2021 level of approximately 35%, largely on higher debt balances due in part to higher working capital requirements, and up from the March 31, 2022 level of approximately 32%. As of December 31, 2022, we had $71.3 million in cash and cash equivalents, our short-term debt totaled $348.1 million, and we were in compliance with all covenants of our debt agreements, which require us to maintain certain levels of tangible net worth and observe restrictions on debt levels.

On December 15, 2022, we entered into a new bank credit agreement that replaced our existing bank credit agreement dated December 20, 2018. The terms of the new agreement are substantially similar to the terms of the prior agreement. The new agreement established a five-year committed revolving credit facility of $530 million, a funded $275 million five-year term loan, and a funded $345 million seven-year term loan. The new revolving credit facility replaced a $430 million revolving credit facility that would have matured in December 2023 and a $225 million five-year term loan and a $295 million seven-year term loan that would have matured in December 2023 and December 2025, 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.

As of December 31, 2022, we had $330 million available under the committed revolving credit facility that will mature in December 2027, and we had about $196 million in available, uncommitted credit lines. We also maintain an effective,

undenominated universal shelf registration statement that provides for future issuance of additional debt or equity securities. We have no long-term debt maturing until fiscal year 2028.

Our seasonal working capital requirements for our tobacco business typically increase significantly between March and September and decline after mid-year. We believe that we have gotten through our peak seasonal working capital requirements for fiscal year 2023. Available capital resources from our cash balances, committed credit facility, and uncommitted credit lines exceed our normal working capital needs and currently anticipated capital expenditure requirements over the next twelve months.

Derivatives

From time to time, we use interest rate swap agreements to manage our exposure to changes in interest rates. At December 31, 2022, the fair value of our outstanding interest rate swap agreements was an asset of about $3.2 million, and the notional amount swapped was $310 million. We entered into these agreements to eliminate the variability of cash flows in the interest payments on a portion of our variable-rate term loans. Under the swap agreements we receive variable rate interest and pay fixed rate interest. The swaps are accounted for as cash flow hedges.

We also use derivative instruments from time to time to hedge certain foreign currency exposures, primarily related to forecasted purchases of tobacco, related processing costs, and crop input sales in Brazil, as well as our net monetary balance sheet exposures in local currency there. We generally account for our hedges of forecasted tobacco purchases as cash flow hedges. At December 31, 2022, the fair value of our open hedges was a net asset of about $3.4 million. We had forward contracts outstanding that were not designated as hedges, and the fair value of those contracts was a net liability of approximately $42 thousand at December 31, 2022.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Currency

The international leaf tobacco trade generally is conducted in U.S. dollars, thereby limiting foreign exchange risk to that which is related to leaf purchase and production costs, overhead, and income taxes in the source country. We also provide farmer advances that are directly related to leaf purchases and are denominated in the local currency. Any currency gains or losses on those advances are usually offset by decreases or increases in the cost of tobacco, which is priced in the local currency. However, the effect of the offset may not occur until a subsequent quarter or fiscal year. Most of our tobacco operations are accounted for using the U.S. dollar as the functional currency. Because there are no forward foreign exchange markets in many of our major countries of tobacco origin, we often manage our foreign exchange risk by matching funding for inventory purchases with the currency of sale, which is usually the U.S. dollar, and by minimizing our net local currency monetary position in individual countries. We are vulnerable to currency remeasurement gains and losses to the extent that monetary assets and liabilities denominated in local currency do not offset each other. In addition to foreign exchange gains and losses, we are exposed to changes in the cost of tobacco due to changes in the value of the local currency in relation to the U.S. dollar. We routinely enter forward currency exchange contracts to hedge against the effects of currency movements on purchases of tobacco to reduce the volatility of costs. In addition, from time-to-time we enter forward contracts to hedge balance sheet exposures.

In certain tobacco markets that are primarily domestic, we use the local currency as the functional currency. Examples of these markets are Poland and the Philippines. In other markets, such as Western Europe, where export sales have been primarily in local currencies, we also use the local currency as the functional currency. In each case, reported earnings are affected by the translation of the local currency into the U.S. dollar.

Interest Rates

We generally use both fixed and floating interest rate debt to finance our operations. Changes in market interest rates expose us to changes in cash flows for floating rate instruments and to changes in fair value for fixed-rate instruments. We normally maintain a proportion of our debt in both variable and fixed interest rates to manage this exposure, and from time to time we may enter hedge agreements to swap the interest rates. In addition, our customers may pay market rates of interest for inventory purchased on order, which could mitigate a portion of the floating interest rate exposure. We also periodically have large cash balances and may receive deposits from customers, both of which we use to fund seasonal purchases of tobacco, reducing our financing needs. Excluding the portion of our bank term loans that have been converted to fixed-rate borrowings with interest rate swaps, debt carried at variable interest rates was approximately $498 million at December 31, 2022. Although a hypothetical 1% change in short-term interest rates would result in a change in annual interest expense of approximately $5.0 million, that amount would be at least partially mitigated by changes in charges to customers.

Derivatives Policies

Hedging interest rate exposure using swaps and hedging foreign exchange exposure using forward contracts are specifically contemplated to manage risk in keeping with management's policies. We may use derivative instruments, such as swaps, forwards, or futures, which are based directly or indirectly upon interest rates and currencies to manage and reduce the risks inherent in interest rate and currency fluctuations. When we use foreign currency derivatives to mitigate our exposure to exchange rate fluctuations, we may choose not to designate them as hedges for accounting purposes, which may result in the effects of the derivatives being recognized in our earnings in periods different from the items that created the exposure.

We do not utilize derivatives for speculative purposes, and we do not enter into market risk-sensitive instruments for trading purposes. Derivatives are transaction specific so that a specific debt instrument, forecast purchase, contract, or invoice determines the amount, maturity, and other specifics of the hedge. We routinely review counterparty risk as part of our derivative program.

ITEM 4. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports we file under the Exchange Act,, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer (our Principal Executive Officer) and Chief Financial Officer (our Principal Financial Officer), as appropriate, to allow for timely decisions regarding required disclosure.

Our Chief Executive Officer and Chief Financial Officer evaluated, with the participation of other members of management, the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, management concluded that our disclosure controls and procedures were effective.

There have been no changes in our internal control over financial reporting during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Other Legal Matters

Some of our subsidiaries are involved in litigation or legal matters incidental to their business activities. While the outcome of these matters cannot be predicted with certainty, we are vigorously defending them and do not currently expect that any of them will have a material adverse effect on our business or financial position. However, should one or more of these matters be resolved in a manner adverse to our current expectation, the effect on our results of operations for a particular fiscal reporting period could be material.

ITEM 1A. RISK FACTORS

As of the date of this report, there are no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended March 31, 2022 (the "2022 Annual Report on Form 10-K"). In evaluating our risks, readers should carefully consider the risk factors discussed in our 2022 Annual Report on Form 10-K, which could materially affect our business, financial condition or operating results, in addition to the other information set forth in this report and in our other filings with the Securities and Exchange Commission.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

As indicated in the following table, we did not repurchase shares of our common stock during the three-month period ended December 31, 2022:



Period (1)	Total Number of Shares Repurchased	Average Price Paid Per Share (2)		Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs (3)	Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3)

October 1-31, 2022	—	$	—	—	$	93,498,277
November 1-30, 2022	—	—		—	100,000,000
December 1-31, 2022	—	—		—	100,000,000
Total	—	$	—	—	$	100,000,000

(1)Repurchases are based on the date the shares were traded. This presentation differs from the consolidated statement of cash flows, where the cost of share repurchases is based on the date the transactions were settled.

(2)Amounts listed for average price paid per share include broker commissions paid in the transactions.

(3)A stock repurchase plan, which was authorized by the Company's Board of Directors, became effective and was publicly announced on November 3, 2022. This stock repurchase plan authorized the purchase of up to $100 million in common and/or preferred stock in open market or privately negotiated transactions through November 15, 2024 or when funds for the program have been exhausted, subject to market conditions and other factors.

Our current dividend policy anticipates the payment of quarterly dividends in the future. However, the declaration and payment of dividends to holders of common stock is at the discretion of the Board of Directors and will be dependent upon our future earnings, financial condition, and capital requirements. Under certain of our credit facilities, we must meet financial covenants relating to minimum tangible net worth and maximum levels of debt. If we were not in compliance with them, these financial covenants could restrict our ability to pay dividends. We were in compliance with all such covenants at December 31, 2022.

ITEM 6. EXHIBITS



10.1						Credit Agreement dated December 15, 2022 among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, Truist Bank and AgFirst Farm Credit Bank, as Co-Syndication Agents and First Horizon Bank, KeyBank National Association and Citibank, N.A., as Co-Documentation Agents. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, as filed on December 16, 2022.

31.1						Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

31.2						Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1						Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.*

32.2						Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.*

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 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 XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q 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, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		UNIVERSAL CORPORATION
		(Registrant)

Date:	February 8, 2023	/s/ Johan C. Kroner
		Johan C. Kroner, Senior Vice President and Chief Financial Officer
		(Principal Financial Officer)

Date:	February 8, 2023	/s/ Scott J. Bleicher
		Scott J. Bleicher, Vice President and Controller
		(Principal Accounting Officer)