UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[ x ] Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
For the Period Ended March 31, 2000
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OR
[ ] Transition Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
For the Transition Period From_______________to_________________
Commission file number 1-652
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UNIVERSAL CORPORATION
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(Exact name of Registrant as specified in its charter)
VIRGINIA 54-0414210
- ------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
1501 North Hamilton Street, Richmond, Virginia 23230
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code - (804) 359-9311
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Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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Indicate the number of shares outstanding of each of the Registrant's classes of
Common Stock as of the latest practicable date:
Common Stock, No par value - 28,233,897 shares outstanding as of April 28, 2000
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Universal Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
Three and Nine Months Ended March 31, 2000 and 1999
(In thousands of dollars, except per share data)
THREE MONTHS NINE MONTHS
THREE AND NINE MONTHS ENDED MARCH 31, 2000 1999 2000 1999
------------------------------- --------------------------------
(In thousands of dollars, except share and per share data)
Sales and other operating revenues $1,001,207 $1,222,814 $2,816,648 $3,399,818
Costs and expenses
Cost of goods sold 840,881 1,080,062 2,378,215 2,951,950
Selling, general and administrative expenses 81,418 87,631 248,537 251,615
-----------------------------------------------------------------
Operating Income 78,908 55,121 189,896 196,253
Equity in pretax earnings of unconsolidated
affiliates 2,186 5,239 8,108 7,021
Interest expense 13,934 12,848 40,474 41,536
-----------------------------------------------------------------
Income before income taxes and other items 67,160 47,512 157,530 161,738
Income taxes 24,178 15,962 56,711 58,226
Minority interests 4,524 2,196 6,711 5,677
-----------------------------------------------------------------
Net Income $38,458 $29,354 $94,108 $97,835
============================================================================================================================
Earnings per common share $1.29 $0.88 $3.06 $2.90
============================================================================================================================
Diluted earnings per share $1.29 $0.88 $3.06 $2.90
============================================================================================================================
Cash dividends declared $0.31 $0.30 $0.92 $0.88
============================================================================================================================
Retained earnings - Beginning of period $ 510,123 $ 508,137
Net income 94,108 97,835
Cash dividends declared (27,515) (29,299)
Purchase of common stock (68,176) (65,187)
--------------------------------
Retained earnings - End of period $508,540 $511,486
============================================================================================================================
See accompanying notes.
2
Universal Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
March 31, June 30,
2000 1999
ASSETS
Current
Cash and cash equivalents $ 75,440 $ 92,784
Accounts receivable 314,818 326,055
Advances to suppliers 80,736 72,455
Accounts receivable - unconsolidated affiliates 17,306 17,707
Inventories - at lower of cost or market:
Tobacco 488,610 419,256
Lumber and building products 79,634 85,458
Agri-products 81,609 74,114
Other 19,193 33,218
Prepaid income taxes 14,605 20,993
Deferred income taxes 7,242 6,952
Other current assets 16,616 21,333
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Total current assets 1,195,809 1,170,325
Property, plant and equipment - at cost
Land 29,448 29,743
Buildings 237,578 237,054
Machinery and equipment 517,377 491,201
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784,403 757,998
Less accumulated depreciation 430,092 409,678
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354,311 348,320
Other assets
Goodwill 114,708 117,871
Other intangibles 19,243 20,950
Investments in unconsolidated affiliates 82,733 95,491
Other noncurrent assets 77,751 70,166
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294,435 304,478
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$ 1,844,555 $ 1,823,123
==========================================================================================================================
See accompanying notes.
3
Universal Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
March 31, June 30,
2000 1999
LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Notes payable and overdrafts $ 419,537 $ 497,399
Accounts payable 237,445 235,310
Accounts payable - unconsolidated affiliates 11,245 14,186
Customer advances and deposits 98,983 82,432
Accrued compensation 16,523 24,291
Income taxes payable 33,890 15,836
Current portion of long-term obligations 128,812 29,046
-------------------------------------------------
Total current liabilities 946,435 898,500
Long-term obligations 224,319 221,545
Postretirement benefits other than pensions 41,711 42,981
Other long-term liabilities 50,159 45,474
Deferred income taxes 25,517 39,198
Minority interests 39,970 36,389
Shareholders' equity
Preferred stock, no par value, authorized 5,000,000
shares none issued or outstanding
Common stock, no par value, authorized 100,000,000
shares, issued and outstanding 28,649,847 shares
(32,090,550 at June 30, 1999) 68,794 75,758
Retained earnings 508,540 510,123
Accumulated other comprehensive income (60,890) (46,845)
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Total shareholders' equity 516,444 539,036
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$ 1,844,555 $ 1,823,123
==========================================================================================================================
See accompanying notes.
4
Universal Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine months ended March 31, 2000 and 1999
(In thousands of dollars)
March 31, March 31,
2000 1999
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 94,108 $ 97,835
Adjustments to reconcile net income to net
cash provided by operating activities 12,400 33,800
Changes in operating assets and liabilities (30,852) 95,596
----------------------------------------------
Net cash provided by operating activities 75,656 227,231
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (39,500) (52,400)
Proceeds from sale of equity investment 27,000 -
----------------------------------------------
Net cash used in investing activities
(12,500) (52,400)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of short-term debt, net (78,000) (45,300)
Repayment of long-term debt (20,000) (23,000)
Issuance of long-term debt 120,000
Purchases of common stock (75,000) (67,600)
Dividends paid (27,500) (29,300)
----------------------------------------------
Net cash used in financing activities (80,500) (165,200)
Net increase (decrease) in cash and cash equivalents (17,344) 9,631
Cash and cash equivalents at beginning of year 92,784 79,835
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 75,440 $ 89,466
===================================================================================================================
See accompanying notes.
5
Universal Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000
All figures contained herein are unaudited.
1). Universal Corporation, with its subsidiaries (the "Company"), has seasonal
operations in tobacco, lumber and building products, and agri-products.
Therefore, the results of operations for the periods ended March 31, 2000, are
not necessarily indicative of results to be expected for the year ending June
30, 2000. All adjustments necessary to state fairly the results for such period
have been included and were of a normal recurring nature. Certain amounts in
prior year statements have been reclassified to conform to the current year's
presentation.
2). Contingent liabilities: At March 31, 2000, total exposure under guarantees
issued for banking facilities of unconsolidated affiliates and suppliers was
approximately $55 million. Other contingent liabilities approximate $43 million
and relate principally to performance bonds, Common Market guarantees. The
Company's Brazilian subsidiaries have been notified by the tax authorities of
proposed adjustments to the income tax returns filed in prior years. The total
proposed adjustments, including penalties and interest, approximate $25 million.
The Company believes the Brazilian tax returns filed were in compliance with the
applicable tax code. The numerous proposed adjustments vary in complexity and
amount. While it is not feasible to predict the precise amount or timing of each
proposed adjustment, the Company believes that the ultimate disposition will not
have a material adverse effect on the Company's consolidated financial position
or results of operations. The Company has operations located in Zimbabwe and the
performance of these operations can materially affect the company's tobacco
earnings. Zimbabwe is currently experiencing significant civil unrest.
Deliveries of tobacco to the Zimbabwe auction market have been delayed due to
continued disruptions in the farming communities, fuel shortages, and an
exceptionally high official exchange rate for the country's currency. The
company continues to believe that the flue-cured crop, which is estimated at 220
million kilograms, will be delivered to the market over time, but currently,
management cannot predict the outcome of the political situation, and therefore
is unable to forecast its impact on the company. However, management believes
that from a long-term point of view, if production of tobacco were to
permanently decline in Zimbabwe, it would be replaced by production in other
countries. The company has operations in the major tobacco producing countries.
Thus, management believes that it is reasonable to expect any negative impact on
operations from reduced production in Zimbabwe to be short-lived.
6
3). The following table sets forth the computation of earnings per share and
diluted earnings per share.
Three Months Nine Months
Periods ended March 31, 2000 1999 2000 1999
-------------- -------------- -------------- ---------------
Net income (in thousands of dollars) $38,458 $29,354 $94,108 $97,835
Denominator for earnings per share:
Weighted average shares 29,748,157 33,193,954 30,751,659 33,722,844
Effect of dilutive securities:
Employee stock options 1,252 12,244 7,478 49,203
-------------- -------------- -------------- ---------------
Denominator for diluted earnings per share 29,749,409 33,206,198 30,759,137 33,772,047
Earnings per share $1.29 $.88 $3.06 $2.90
============== ============== ============== ===============
Diluted earnings per share $1.29 $.88 $3.06 $2.90
============== ============== ============== ===============
On December 2, 1999, the Company announced that the Board of Directors had
increased the authorization to repurchase the company's common stock to $300
million in aggregate. As of April 29, 2000, over 7.3 million shares have been
purchased at a total price of approximately $196 million, leaving 28.2 million
common shares outstanding.
4). Comprehensive Income:
Three Months Nine Months
Periods ended March 31, 2000 1999 2000 1999
-------------- ------------- ----------- ------------
(in thousands of dollars)
Net income $38,458 $29,354 $94,108 $ 97,835
Foreign currency translation adjustment (10,207) (3,604) (14,045) 6,055
-------------- ------------- ----------- ------------
Comprehensive income $28,251 $25,750 $80,063 $103,890
============== ============= =========== ============
5) Segments are based on product categories. The Company evaluates performance
based on segment operating income and equity in pretax earnings of
unconsolidated affiliates.
Three Months Nine Months
Period ended March 31, 2000 1999 2000 1999
- ----------------------------------------------------------------------------------------------------------
Sales and other operating revenues
Tobacco $ 728,976 $ 973,775 $ 2,006,674 $ 2,604,525
Lumber/building products 164,458 131,481 445,281 409,508
Agri-products 107,773 117,558 364,693 385,785
- ----------------------------------------------------------------------------------------------------------
Total $ 1,001,207 $ 1,222,814 $ 2,816,648 $ 3,399,818
==========================================================================================================
7
Three Months Nine Months
Period ended March 31, 2000 1999 2000 1999
- ----------------------------------------------------------------------------------------------------------
Operating income by segment
Tobacco $ 77,084 $ 55,860 $ 181,039 $ 182,691
Lumber/building products 5,380 4,556 19,694 17,843
Agri-products 2,640 3,669 10,754 13,620
- ----------------------------------------------------------------------------------------------------------
Total 85,104 64,085 211,487 214,154
Corporate expenses 4,010 3,725 13,483 10,880
Interest expense 13,934 12,848 40,474 41,536
---------------------------------------------------------------
Income before income taxes and
other items $ 67,160 $ 47,512 $ 157,530 $ 161,738
==========================================================================================================
6). Short- and Long-Term-Debt: Effective December 16, 1999, the Company replaced
its $300 million revolving credit facility with a new $270 million facility
issued in tranches of $180 million and $90 million. In addition, uncommitted
lines of credit available to the Company in the United States were reduced by
$170 million in December 1999 primarily because one major bank exited the bid
line segment of the credit markets. In a public offering on February 16, 2000,
Universal issued $120 million of 8.5% Notes due 2003. The proceeds of the issue
were used to reduce short-term bank debt and commercial paper. Upon issuance of
the Notes, the Company entered into interest rate swaps in which it receives
fixed rate interest and pays a floating rate based on LIBOR. The effective
interest rate at March 31, 2000 was 7.67%. The notional amount, maturity and
payment dates of the interest rate swaps match those of the Notes. At March 31,
2000, the fair market value of the swaps was immaterial. The differential to be
paid or received as interest rates change is accrued and recognized as an
adjustment to interest expense. It is not expected that the adoption of
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" will materially affect the consolidated
financial position or results of operations.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Financial Condition
- -------------------
Working capital at March 31, 2000, was $249 million compared to $272
million at June 30, 1999. The seasonal nature of the Company's tobacco
operations affects the comparison of the components of working capital.
Universal's current assets and liabilities usually reflect seasonal increases in
March; current assets increased $25 million and current liabilities increased
$48 million, respectively. The majority of the increases occurred in tobacco
inventories, customer deposits and current portion of long-term debt. The
Company's 9 1/4% medium term notes, with a principal balance of $100 million,
will mature in February of 2001 and thus were reclassified as a current
liability in the quarter. The increase in tobacco inventories primarily
represents higher inventory levels in the United States since domestic tobacco
inventory levels are normally at their lowest point at June 30. The Company
generally does not purchase tobacco on a speculative basis. Its estimated
uncommitted inventories of flue-cured and burley tobaccos as of March 31, 2000,
remained below 20,000 metric tons; management does not consider that level
excessive. Advances to farmers for agricultural materials, such as seed and
fertilizer, were higher at the end of March compared to June as advances are
made for the upcoming year's crops in Brazil and Latin America.
Generally, the Company's tobacco operations conduct business in U.S.
dollars, thereby limiting foreign exchange risk to local production and overhead
costs, which represent the smallest portion of its cost of sales. The Company's
agri-product and lumber operations enter into foreign exchange contracts to
hedge firm purchase and sales commitments for terms of less than six months.
Contracts used to manage foreign currency risks are not material. Interest rate
risk is limited because customers in the tobacco business usually pre-finance
purchases or pay market rates of interest for inventory purchased for their
accounts.
Effective December 16, 1999, the Company replaced its $300 million
revolving credit facility with a new $270 million facility issued in tranches of
$180 million and $90 million. In addition, uncommitted lines of credit available
to the Company in the United States were reduced by $170 million in December
1999 primarily because one major bank exited the bid line segment of the credit
markets. In a public offering on February 16, 2000, Universal issued $120
million of 8.5% Notes due 2003. The proceeds of the issue were used to reduce
short-term bank debt and commercial paper. Through April 28, 2000, the Company
had purchased approximately 7.3 million shares of its common stock for $196
million. A total of $300 million has been authorized for the share purchase
program. Management believes that the Universal's liquidity and capital
resources at March 31, 2000, remain adequate to support its businesses.
Results of Operations
- ---------------------
'Sales and Other Operating Revenues' for the third quarter and the
nine- month period of fiscal year 2000 decreased $222 million and $583 million,
respectively, compared to the same periods last year primarily due to lower
domestic tobacco sales in both periods because of the smaller U.S. flue-cured
and burley crops. Revenues from lumber operations were higher for the quarter
and nine-month period in the current year due to a
9
strong recovery of the building sector in Holland. Conversely, agri-products
sales were lower compared to the corresponding periods last year for the nine
months and quarter due to difficult markets in tea, natural rubber and sunflower
seeds.
"Operating income" increased $24 million or 43% in the third quarter
due to improved margins and timing of shipments. Tobacco earnings in the quarter
were up primarily due to timing of shipments to customers, especially from
Africa. Increased volumes shipped from Brazil's larger crop, improved operations
in Argentina and Mexico, and a better product mix in the United States also
contributed to the positive result for the quarter. During the nine months ended
March 31, 2000, operating income declined by $6 million or 3% compared to the
same period last year. For the nine months, tobacco operating earnings were
comparable to the levels of a year ago as the strong performance of
international operations were offset by lower volumes in the U.S. and dark
tobacco group. U.S. volumes handled were significantly lower as both the
flue-cured and burley crops were reduced in response to decreased demand from
both domestic and foreign cigarette manufacturers. Domestic leaf use was down
reflecting a drop in U.S. cigarette sales in the aftermath of the settlement
between U.S. cigarette manufacturers and the states, and foreign demand was
lower due to ongoing customer concerns about the price and quality of U.S. leaf.
Dark tobacco volumes were down due primarily to lower export demand by
manufacturers and lower yields on certain tobacco types from the Company's
Indonesian operations. In addition, both the quarter and nine-month operations
reflect the absence of earnings from a joint venture that was sold in the first
quarter of this fiscal year. Non-tobacco operating earnings were slightly below
last year's levels for both the three-month and nine-month periods. Lumber and
building products operations performed well in both periods despite the
continuing strength of the U. S. dollar. The building sector in Holland has
recovered strongly from last year's slow market when record rainfall caused
serious delays in construction activity. Agri-products results continued to lag
last year's excellent levels due to difficult markets for tea, natural rubber
and sunflower seeds. Operating earnings for the quarter and nine-month periods
also benefited from reduced sales expenses in fiscal year 2000.
The Company's earnings for the quarter were adversely impacted by
higher average borrowing costs, which were offset for the nine-month period by
the impact of lower average borrowing levels in the first three months of the
current year.
Market uncertainty and shipment timing issues have made quarterly
earnings comparisons extremely difficult this year. Notwithstanding the
volatility of quarterly earnings in the second and third quarters, results are
expected to be good for fiscal year 2000, in spite of lingering world oversupply
of leaf tobacco and the well-publicized problems in the United States. The
exceptional strength of the third quarter was due in part to shipments to
customers, which last year occurred in the fourth quarter. While this suggests
that the final quarter of the fiscal year could be below last year's fourth
quarter, earnings are on track to be in the range of $3.45 to $3.65 per share
for the fiscal year ending June 30, 2000, after an estimated $7 million in
pre-tax severance costs which will be recorded in the fourth quarter. These
costs are primarily related to U.S. plant closures and voluntary early
retirements.
Factors that May Affect Future Results
- --------------------------------------
Some U.S. cigarette manufacturers have initiated programs to buy
tobacco directly from farmers in the United States under contracts. Management
believes that implementation of these programs could reduce the company's
revenues, but that it would not have a material adverse effect on the results of
operations. The Company has operations located in Zimbabwe and the performance
10
of these operations can materially affect the Company's tobacco earnings.
Zimbabwe is currently experiencing significant civil unrest. Deliveries of
tobacco to the Zimbabwe auction market have been delayed due to continued
disruptions in the farming communities, fuel shortages, and an exceptionally
high official exchange rate for the country's currency. The Company continues to
believe that the flue-cured crop, which is estimated at 220 million kilograms,
will be delivered to the market over time, but currently, management cannot
predict the outcome of the political situation, and therefore is unable to
forecast its impact on the Company. However, management believes that from a
long-term point of view, if production of tobacco were to permanently decline in
Zimbabwe, it would be replaced by production in other countries. The Company has
operations in the major tobacco producing countries. Thus, management believes
that it is reasonable to expect any negative impact on operations from reduced
production in Zimbabwe to be short-lived.
The Company cautions readers that any forward-looking statements
contained herein are based upon management's current knowledge and assumptions
about future events, including anticipated levels of demand for and supply of
the Company's products and services, costs incurred in providing these products
and services, timing of shipments to customers, and general economic, political,
market, and weather conditions. Lumber and building products earnings are also
affected by changes in exchange rates between the U.S. dollar and the Euro.
Actual results, therefore, could vary from those expected. For more details on
factors that could affect expectations, see the Management's Discussion and
Analysis section of the Company's Annual Report on Form 10-K for the year ended
June 30, 1999, as filed with the Securities and Exchange Commission.
11
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
12 Ratio of earnings to fixed charges.
27 Financial Data Schedule*
b. Reports on Form 8-K.
(I). Form 8-K filed on February 4, 2000, filing press release
announcing quarterly dividend and the press release announcing
second quarter earnings.
(II). Form 8-K filed on February 16, 2000, filing press release
announcing two new directors.
(III). Form 8-K filed on February 28, 2000, filing press release
announcing one new director.
(IV). Form 8-K filed on March 20, 2000, filing press release
announcing right sizing of U. S. operations.
(V). Form 8-K filed on March 29, 2000, filing press release
announcing earnings projections.
* Filed herewith
12
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.
Date: May 9, 2000 UNIVERSAL CORPORATION
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(Registrant)
/s/ Hartwell H. Roper
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Hartwell H. Roper, Vice President and
Chief Financial Officer
/s/ William J. Coronado
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William J. Coronado, Vice President and
Controller
(Principal Accounting Officer)