UNIVERSAL CORP /VA/ 10-Q

ITEM 1. FINANCIAL STATEMENTS UNIVERSAL CORPORATION CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (in thousands, except share and per share data) Three Months Ended September 30, Six Months Ended September 30, 2020 2019 2020 2019 (Unaudited) (Unaudited) Sales and other operating revenues $ 377,025 $ 475,921 $ 692,836 $ 772,836 Costs and expenses Cost of goods sold 308,267 379,892 570,313 618,157 Selling, general and administrative expenses 52,407 52,830 101,817 103,966 Other income — — ( 4,173 ) — Operating income 16,351 43,199 24,879 50,713 Equity in pretax earnings (loss) of unconsolidated affiliates 590 2,310 583 2,350 Other non-operating income (expense) ( 20 ) 633 ( 38 ) 1,260 Interest income 101 240 260 1,248 Interest expense 5,595 5,136 12,405 9,164 Income before income taxes and other items 11,427 41,246 13,279 46,407 Income taxes 3,178 11,499 ( 1,870 ) 15,765 Net income 8,249 29,747 15,149 30,642 Less: net loss (income) attributable to noncontrolling interests in subsidiaries ( 747 ) ( 1,670 ) ( 373 ) ( 493 ) Net income attributable to Universal Corporation $ 7,502 $ 28,077 $ 14,776 $ 30,149 Earnings per share: Basic $ 0.30 $ 1.12 $ 0.60 $ 1.20 Diluted $ 0.30 $ 1.11 $ 0.60 $ 1.19 Weighted average common shares outstanding: Basic 24,658,895 25,086,580 24,630,886 25,122,283 Diluted 24,770,421 25,197,325 24,737,134 25,240,600 Total comprehensive income, net of income taxes $ 22,060 $ 14,908 $ 29,269 $ 11,456 Less: comprehensive income attributable to noncontrolling interests ( 982 ) ( 1,546 ) ( 452 ) ( 492 ) Comprehensive income (loss) attributable to Universal Corporation $ 21,078 $ 13,362 $ 28,817 $ 10,964 Dividends declared per common share $ 0.77 $ 0.76 $ 1.54 $ 1.52 See accompanying notes. 3 UNIVERSAL CORPORATION CONSOLIDATED BALANCE SHEETS (in thousands of dollars) September 30, September 30, March 31, 2020 2019 2020 (Unaudited) (Unaudited) ASSETS Current assets Cash and cash equivalents $ 57,084 $ 53,173 $ 107,430 Accounts receivable, net 329,332 337,825 340,711 Advances to suppliers, net 65,643 75,828 133,778 Accounts receivable—unconsolidated affiliates 47,807 82,812 11,483 Inventories—at lower of cost or net realizable value: Tobacco 888,213 918,592 707,298 Other 116,299 97,536 99,275 Prepaid income taxes 20,712 13,454 12,144 Other current assets 69,564 70,338 67,498 Total current assets 1,594,654 1,649,558 1,479,617 Property, plant and equipment Land 21,515 22,696 21,376 Buildings 259,875 261,599 256,488 Machinery and equipment 657,435 609,320 634,395 938,825 893,615 912,259 Less accumulated depreciation ( 617,553 ) ( 598,184 ) ( 597,106 ) 321,272 295,431 315,153 Other assets Operating lease right-of-use assets 35,665 34,838 39,256 Goodwill and other intangibles, net 143,219 97,998 144,687 Investments in unconsolidated affiliates 82,628 79,072 77,543 Deferred income taxes 22,615 16,250 20,954 Other noncurrent assets 42,239 45,085 43,711 326,366 273,243 326,151 Total assets $ 2,242,292 $ 2,218,232 $ 2,120,921 See accompanying notes. 4 UNIVERSAL CORPORATION CONSOLIDATED BALANCE SHEETS (in thousands of dollars) September 30, September 30, March 31, 2020 2019 2020 (Unaudited) (Unaudited) LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Notes payable and overdrafts $ 235,413 $ 155,352 $ 78,033 Accounts payable and accrued expenses 133,034 158,731 140,202 Accounts payable—unconsolidated affiliates 117 56 55 Customer advances and deposits 8,049 6,513 10,242 Accrued compensation 19,499 22,046 23,710 Income taxes payable 2,947 1,155 5,334 Current portion of operating lease liabilities 9,105 8,591 9,823 Current portion of long-term debt — — — Total current liabilities 408,164 352,444 267,399 Long-term debt 368,894 368,633 368,764 Pensions and other postretirement benefits 64,947 54,113 70,680 Long-term operating lease liabilities 22,813 23,331 25,893 Other long-term liabilities 72,657 56,146 69,427 Deferred income taxes 25,941 24,982 29,474 Total liabilities 963,416 879,649 831,637 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 24,514,867 shares issued and outstanding at September 30, 2020 ( 24,841,863 at September 30, 2019 and 24,421,835 at March 31, 2020) 323,761 324,927 321,502 Retained earnings 1,053,295 1,088,608 1,076,760 Accumulated other comprehensive loss ( 137,556 ) ( 114,876 ) ( 151,597 ) Total Universal Corporation shareholders' equity 1,239,500 1,298,659 1,246,665 Noncontrolling interests in subsidiaries 39,376 39,924 42,619 Total shareholders' equity 1,278,876 1,338,583 1,289,284 Total liabilities and shareholders' equity $ 2,242,292 $ 2,218,232 $ 2,120,921 See accompanying notes. 5 UNIVERSAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands of dollars) Six Months Ended September 30, 2020 2019 (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 15,149 $ 30,642 Adjustments to reconcile net income to net cash used by operating activities: Depreciation and amortization 20,381 18,231 Net provision for losses (recoveries) on advances and guaranteed loans to suppliers 348 ( 1,885 ) Foreign currency remeasurement (gain) loss, net ( 5,105 ) 1,767 Foreign currency exchange contracts ( 8,169 ) ( 773 ) Restructuring payments ( 2,937 ) ( 298 ) Change in estimated fair value of contingent consideration for FruitSmart acquisition ( 4,173 ) — Other, net 3,049 472 Changes in operating assets and liabilities, net ( 168,502 ) ( 327,975 ) Net cash provided (used) by operating activities ( 149,959 ) ( 279,819 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant and equipment ( 22,751 ) ( 13,308 ) Proceeds from sale of property, plant and equipment 1,780 1,254 Net cash used by investing activities ( 20,971 ) ( 12,054 ) CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of short-term debt, net 162,646 104,003 Dividends paid to noncontrolling interests ( 3,695 ) ( 3,359 ) Repurchase of common stock — ( 12,338 ) Dividends paid on common stock ( 37,424 ) ( 37,721 ) Other ( 1,949 ) ( 2,883 ) Net cash provided (used) by financing activities 119,578 47,702 Effect of exchange rate changes on cash 1,006 ( 212 ) Net decrease in cash and cash equivalents ( 50,346 ) ( 244,383 ) Cash and cash equivalents at beginning of year 107,430 297,556 Cash and cash equivalents at end of period $ 57,084 $ 53,173 See accompanying notes. 6 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 an agri-products supplier and the leading global leaf tobacco supplier. Because of the seasonal nature of the Company’s business, the results of operations for any fiscal quarter will not necessarily be indicative of results to be expected for other quarters or a full fiscal year. All adjustments necessary to state fairly the results for the period have been included and were of a normal recurring nature. Certain amounts in prior year statements have been reclassified to conform to the current year presentation. This Form 10-Q should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020. The extent to which the ongoing COVID-19 pandemic will impact the Company's financial condition, results of operations and demand for our products and services will depend on future developments, which are highly uncertain and cannot be predicted. Such developments may include the ongoing geographic spread of COVID-19, the severity of the pandemic, the duration of the COVID-19 outbreak and the type and duration of actions that may be taken by various governmental authorities in response to the COVID-19 pandemic and the impact on the U.S. and the global economies, markets and supply chains. At September 30, 2020, it is not possible to predict the overall impact of the ongoing COVID-19 pandemic on the Company's business, financial condition, results of operations and demand for our products and services. NOTE 2. ACCOUNTING PRONOUNCEMENTS Recently Adopted Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" (“ASU 2016-13”). ASU 2016-13 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 was effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted ASU 2016-13 effective April 1, 2020. The Company determined that the update applied to trade receivables, but that there was no material impact to the consolidated financial statements from the adoption of ASU 2016-13. In August 2018, the FASB issued Accounting Standards Update No. 2018-15, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of FASB Emerging Issues Task Force)" ("ASU 2018-15"). ASU 2018-15 aligns the requirements for capitalizing implementation costs in a cloud computing arrangement service contract with the requirements for capitalizing implementation costs incurred for an internal-use software license. Under that model, implementation costs are capitalized or expensed depending on the nature of the costs and the project stage during which they are incurred. Capitalized implementation costs are amortized over the term of the associated hosted cloud computing arrangement service contract on a straight-line basis, unless another systematic and rational basis is more representative of the pattern in which the entity expects to benefit from its right to access the hosted software. Capitalized implementation costs would then be assessed for impairment in a manner similar to long-lived assets. The Company adopted ASU 2018-15 effective April 1, 2020. There was no material impact to the consolidated financial statements from the adoption of ASU 2018-15. Pronouncements to be Adopted in Future Periods In December 2019, the FASB issued Accounting Standards Update No. 2019-12, "Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes" ("ASU 2019-12"). ASU 2019-12 eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences related to changes in ownership of equity method investments and foreign subsidiaries. The updated guidance also simplifies aspects of accounting for franchise taxes and enacted changes in tax laws or rates, and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The guidance in ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, although early adoption is permitted. The Company will be required to adopt the new standard effective April 1, 2021, which is the beginning of its fiscal year ending March 31, 2022, and is currently evaluating the impact that the guidance will have on its consolidated financial statements. 7 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 standard is effective upon issuance and can be applied as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact that the guidance will have on its consolidated financial statements. NOTE 3. BUSINESS COMBINATION On January 1, 2020 the Company acquired 100 % of the capital stock of FruitSmart, Inc. (“FruitSmart”), an independent specialty fruit and vegetable ingredient processor serving global markets, for approximately $ 80 million in cash, up to $ 25 million of contingent consideration payments, and $ 3.8 million of working capital on-hand at the date of acquisition. The contingent consideration is based on FruitSmart’s achievement of certain adjusted gross profit metrics in calendar years 2020 and 2021 . The fair value of the contingent consideration, approximately $ 6.7 million, was recognized on the acquisition date and was measured using unobservable (Level 3) inputs. At June 30, 2020 the forecasted calendar year 2020 adjusted gross profit for FruitSmart was not expected to achieve the adjusted gross profit threshold required for a contingent consideration payment. Therefore, in the quarter ended June 30, 2020 the Company recorded $ 4.2 million in other operating income for the reversal of a portion of the contingent consideration liability. As of September 30, 2020, $ 2.5 million of contingent consideration liability related to the FruitSmart acquisition is included in other long-term liabilities on the consolidated balance sheet. The following final allocation of the purchase price was based on third-party valuations and assumptions. The following table summarizes the final purchase price allocation of the assets acquired and liabilities assumed on January 1, 2020. (in thousands of dollars) Assets Cash and cash equivalents $ 1,298 Accounts receivable, net 7,707 Inventory 23,793 Other current assets 310 Property, plant and equipment (net) 23,400 Intangibles Customer relationships 9,500 Developed technology 4,800 Trade names 3,300 Non-compete agreements 1,000 Goodwill 28,863 Total assets acquired 103,971 Liabilities Current liabilities 8,262 Deferred income taxes 9,004 Total liabilities assumed 17,266 Total assets acquired and liabilities assumed $ 86,705 A portion of the goodwill recorded as part of the acquisition was attributable to the assembled workforce of FruitSmart. The tax basis of the assets acquired and liabilities did not result in a step-up of tax basis and the related goodwill is not deductible for U.S. income tax purposes. The Company determined the FruitSmart operations are not material to the Company’s consolidated results. Therefore, pro forma information is not presented. 8 NOTE 4. 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. 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. 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. Shipping and handling costs under tobacco sales contracts with customers are treated as fulfillment costs and included in the transaction price. 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. Tobacco Processing Revenue Processing and packing of customer-owned leaf tobacco 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 tobacco that is placed into the production line exits as processed and packed tobacco within one hour and is then later transported to customer-designated storage facilities. 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 are consistently met upon completion of processing. Other Operating Sales and Revenue 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 tobacco, and service cutting for select manufacturers. The Company also has fruit and vegetable processing operations that provide customers with a range of food ingredient products. 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 sales or tobacco 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: 9 Three Months Ended September 30, Six Months Ended September 30, (in thousands of dollars) 2020 2019 2020 2019 Tobacco sales $ 334,545 $ 449,431 $ 609,687 $ 717,488 Tobacco processing revenue 12,474 16,701 28,774 35,135 Other sales and revenue from contracts with customers 29,329 8,381 53,287 17,791 Total revenue from contracts with customers 376,348 474,513 691,748 770,414 Other operating sales and revenues 677 1,408 1,088 2,422 Consolidated sales and other operating revenues $ 377,025 $ 475,921 $ 692,836 $ 772,836 Other operating sales and revenues consists principally of interest on advances to suppliers and dividend income from unconsolidated affiliates. NOTE 5. GUARANTEES, OTHER CONTINGENT LIABILITIES, AND OTHER MATTERS Guarantees and Other Contingent Liabilities Guarantees of Bank Loans and Other Contingent Liabilities The majority of crop financing utilized for fiscal year 2021 in Brazil did not require guaranteed bank loans to tobacco growers, resulting in the elimination of guarantees at September 30, 2020. For the majority of crop financing prior to fiscal year 2021, the Company relied heavily on guaranteed bank loans to tobacco growers in Brazil for crop financing. Bank guarantees for the Company's operating subsidiary in Brazil normally expire within one year. The subsidiary withheld payments due to the farmers on delivery of tobacco and forwarded those payments to the third-party banks. Failure of farmers to deliver sufficient quantities of tobacco to the subsidiary to cover its obligations to the third-party banks would result in a liability for the subsidiary under the related guarantees; however, in that case, the subsidiary would have recourse against the farmers. The maximum potential amount of future payments that the Company’s subsidiary could be required to make was the face amount (which includes unpaid accrued interest), which was zero at September 30, 2020, $ 5 million at September 30, 2019, and $ 3 million at March 31, 2020. The fair value of the guarantees was zero liability at September 30, 2020, $ 0.1 million at September 30, 2019, and $ 0.1 million at March 31, 2020. In addition to these guarantees, the Company had other contingent liabilities totaling approximately $ 1 million at September 30, 2020, 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 $ 8 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 September 30, 2020. 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 September 30, 2020, 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 $ 8 million (at the September 30, 2020 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 $ 8 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 September 30, 2020. 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 10 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 September 30, 2020 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 September 30, 2020. 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 $ 81 million at September 30, 2020, $ 94 million at September 30, 2019, and $ 153 million at March 31, 2020. The related valuation allowances totaled $ 14 million at September 30, 2020, $ 16 million at September 30, 2019, and $ 16 million at March 31, 2020, and were estimated based on the Company’s historical loss information and crop projections. The allowances were increased by net provisions of approximately $ 0.3 million and reduced by net recoveries of approximately $ 1.9 million in the six-month periods ended September 30, 2020 and 2019, respectively. These net provisions and recoveries 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 value-added tax (“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 11 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 September 30, 2020, the aggregate balance of recoverable tax credits held by the Company’s subsidiaries totaled approximately $ 51 million ($ 56 million at September 30, 2019, and $ 52 million at March 31, 2020), and the related valuation allowances totaled approximately $ 18 million ($ 20 million at September 30, 2019, and $ 19 million at March 31, 2020). The net balances are reported in other current assets and other noncurrent assets in the consolidated balance sheets. Stock Repurchase Plan A stock repurchase plan, which was authorized by our Board of Directors, became effective and was publicly announced on November 7, 2017 and further extended on May 29, 2019. 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, subject to market conditions and other factors. The program had $ 56.1 million of remaining capacity for repurchases of common and/or preferred stock at September 30, 2020. This stock repurchase program was replaced in November 2020 when our Board of Directors approved a new authorization for the purchase of up to $ 100 million in common and/or preferred stock through November 15, 2022, or when authorized funds for the program have been exhausted. NOTE 6. EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended September 30, Six Months Ended September 30, (in thousands, except share and per share data) 2020 2019 2020 2019 Basic Earnings Per Share Numerator for basic earnings per share Net income attributable to Universal Corporation $ 7,502 $ 28,077 $ 14,776 $ 30,149 Denominator for basic earnings per share Weighted average shares outstanding 24,658,895 25,086,580 24,630,886 25,122,283 Basic earnings per share $ 0.30 $ 1.12 $ 0.60 $ 1.20 Diluted Earnings Per Share Numerator for diluted earnings per share Net income attributable to Universal Corporation $ 7,502 $ 28,077 $ 14,776 $ 30,149 Denominator for diluted earnings per share: Weighted average shares outstanding 24,658,895 25,086,580 24,630,886 25,122,283 Effect of dilutive securities Employee and outside director share-based awards 111,526 110,745 106,248 118,317 Denominator for diluted earnings per share 24,770,421 25,197,325 24,737,134 25,240,600 Diluted earnings per share $ 0.30 $ 1.11 $ 0.60 $ 1.19 NOTE 7. 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 a number of factors, including the mix and timing of domestic and foreign earnings, discrete items, and the effect of exchange rate changes on taxes. The consolidated effective income tax rate for the quarter and six months ended September 30, 2020 were 28 % and a benefit of 14 %, respectively. The Company's consolidated effective income tax rate for the six months ended September 30, 2020 was affected by a $ 4.4 million net tax benefit for final U.S. tax regulations issued for hybrid dividends paid by foreign 12 subsidiaries. Without this discrete item for the final U.S. tax regulations, the consolidated effective income tax rate for the six months ended September 30, 2020 would have been approximately 19 %. Additionally, for the six months ended September 30, 2020 the Company recognized $ 1.8 million as a component of interest expense related to on-going settlement discussions for an uncertain tax position at foreign subsidiary. The consolidated effective income tax rate for the quarter and six months ended September 30, 2019 were approximately 28 % and 34 %, respectively. Income taxes for the six months ended September 30, 2019 were affected by a $ 2.8 million net tax provision related to a tax settlement at a foreign subsidiary. Without this discrete item, the consolidated effective income tax rate for the three months ended September 30, 2019 would have been approximately 28 %. 13 NOTE 8. GOODWILL AND OTHER INTANGIBLES The Company's changes in goodwill at September 30, 2020 and 2019 consisted of the following: (in thousands of dollars) Six Months Ended September 30, 2020 2019 Balance at beginning of fiscal year $ 126,826 $ 97,907 Foreign currency translation adjustment 84 23 Balance at end of period $ 126,910 $ 97,930 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 September 30, 2020 and 2019: (in thousands, except useful life) September 30, 2020 2019 Useful Life Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Customer relationships (1) 13 $ 9,500 $ ( 548 ) $ 8,952 $ — $ — $ — Trade names (1) 5 3,300 ( 495 ) 2,805 — — — Developed technology (1) 3 4,800 ( 1,200 ) 3,600 — — — Noncompetition agreements (1) 5 1,000 ( 150 ) 850 — — — Other 5 762 ( 660 ) 102 737 ( 669 ) 68 Total intangible assets $ 19,362 $ ( 3,053 ) $ 16,309 $ 737 $ ( 669 ) $ 68 (1) On January 1, 2020 the Company acquired 100 % of the capital stock of FruitSmart for approximately $ 80.0 million in cash and up to $ 25.0 million of contingent consideration payments. The FruitSmart acquisition resulted in $ 28.9 million of goodwill and $ 18.6 million intangibles. See Note 3 for additional information. 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 six months ended September 30, 2020 and 2019: (in thousands of dollars) Three Months Ended September 30, Six Months Ended September 30, 2020 2019 2020 2019 Amortization Expense $ 809 $ 9 $ 1,617 $ 17 Amortization expense for the developed technology intangible asset is recorded in cost of goods sold in the consolidated income statements of income. The amortization expense for the other intangible assets is recorded in selling, general, and administrative expenses in the consolidated income statements of income. As of September 30, 2020, the expected future amortization expense for intangible assets is as follows: Fiscal Year (in thousands of dollars) 2021 (excluding the six months ended September 30, 2020) $ 1,616 2022 3,233 2023 2,830 2024 1,591 2025 and thereafter 7,039 Total expected future amortization expense $ 16,309 14 NOTE 9. 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) September 30, 2020 September 30, 2019 March 31, 2020 Assets Operating lease right-of-use assets $ 35,665 $ 34,838 $ 39,256 Liabilities Current portion of operating lease liabilities $ 9,105 $ 8,591 $ 9,823 Long-term operating lease liabilities 22,813 23,331 25,893 Total operating lease liabilities $ 31,918 $ 31,922 $ 35,716 The following table sets forth the location and amount of operating lease costs included in the Company's consolidated statement of income: Three Months Ended September 30, Six Months Ended September 30, (in thousands of dollars) 2020 2019 2020 2019 Income Statement Location Cost of goods sold $ 3,219 $ 2,591 $ 6,130 $ 5,209 Selling, general, and administrative expenses 2,466 2,064 4,656 4,050 Total operating lease costs (1) $ 5,685 $ 4,655 $ 10,786 $ 9,259 (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) September 30, 2020 Maturity of Operating Lease Liabilities 2021(excluding the six months ended September 30, 2020) $ 5,773 2022 7,906 2023 6,450 2024 4,978 2025 4,098 2026 and thereafter 7,032 Total undiscounted cash flows for operating leases $ 36,237 Less: Imputed interest ( 4,319 ) Total operating lease liabilities $ 31,918 As of September 30, 2020, the Company had no leases that have not yet commenced. 15 The following table sets forth supplemental information related to operating leases: Three Months Ended September 30, Six Months Ended September 30, (in thousands, except lease term and incremental borrowing rate) 2020 2019 2020 2019 Supplemental Cash Flow Information Cash paid for amounts included in the measurement of operating lease liabilities $ 3,159 $ 4,213 $ 6,187 $ 7,259 Right-of-use assets obtained in exchange for new operating leases 567 3,633 1,590 4,101 Weighted Average Remaining Lease Term (years) 5.55 6.15 Weighted Average Collateralized Incremental Borrowing Rate 4.02 % 4.75 % NOTE 10. 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 February 2019, 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 2018. Although no significant ineffectiveness is expected with this hedging strategy, the effectiveness of the interest rate swaps is evaluated on a quarterly basis. At September 30, 2020, the total notional amount of the interest rate swaps was $ 370 million, which corresponded with 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 outstanding non-amortizing bank loans that were repaid concurrent with closing on the new bank credit facility. Those swap agreements were subsequently terminated in February 2019 concurrent with the inception of the new swap agreements. The fair value of the previous swap agreements, approximately $ 5.4 million, was received from the counterparties 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. As of September 30, 2020, $ 1.8 million remained in accumulated other comprehensive loss to be amortized through December 31, 2021. 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 has also entered into hedges for a portion of the tobacco purchases in Africa. 16 The aggregate U.S. dollar notional amount of forward and option contracts entered into for these purposes during the six-month periods in fiscal years 2021 and 2020 was as follows: Six Months Ended September 30, (in millions of dollars) 2020 2019 Tobacco purchases $ 39.5 $ 72.0 Processing costs 10.5 26.3 Crop input sales 23.5 21.7 Total $ 73.5 $ 120.0 The decreased U.S. dollar notional amounts for tobacco purchases and processing costs hedged during the six months ended September 30, 2020 compared to the six months ended September 30, 2019, primarily reflect a difference in timing of the purchase and processing hedges entered into for the 2021 and 2020 crop years in Brazil. The 2020 crop year tobacco purchases hedges were largely entered into during the first quarter of fiscal year 2020. A portion of the 2021 crop year hedges were entered into during the first and second quarters of fiscal year 2021, with more contracts expected to be entered into later in fiscal year 2021. All derivative contracts related to tobacco purchases were designated and qualify 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 loss as they occurred, but only recognized in earnings upon sale of the related tobacco to third-party customers. For substantially all hedge gains and losses related to 2020 crop purchases recorded in accumulated other comprehensive loss at September 30, 2020, the Company expects to complete the sale of the tobacco and recognize the amounts in earnings during fiscal year 2021. For substantially all hedge gains and losses related to the 2021 crop purchases recorded in accumulated other comprehensive loss at September 30, 2020, the Company expects to complete the sale of tobacco and recognize the amounts in earnings during fiscal year 2022. 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. In fiscal year 2020, option contracts entered for the sale of crop inputs were not designated for hedge accounting. The gains and losses for the fiscal year 2020 option contracts entered for the sale of crop inputs were recognized in earnings on a mark-to-market basis. In fiscal year 2021, option contracts entered for the sale of crop inputs were designated and qualify as hedges of future cash flows, therefore the changes in fair value of the fiscal year 2021 option contracts have been recognized in accumulated other comprehensive loss and will be recognized in earnings upon the sale of the related tobacco to third-party customers. Premium payments for option contracts entered into for the sale of crop inputs in fiscal year 2021 and 2020 were expensed into earnings as incurred. For substantially all hedge gains and losses related to the 2021 crop inputs sales recorded in accumulated other comprehensive loss at September 30, 2020, the Company expects to complete the sale of related tobacco to third-party customers and recognize the amounts in earnings during fiscal year 2022. 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 17 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 September 30, 2020 and 2019, and March 31, 2020, were approximately $ 19.8 million, $ 36.0 million, and $ 8.9 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. 18 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 September 30, Six Months Ended September 30, (in thousands of dollars) 2020 2019 2020 2019 Cash Flow Hedges - Interest Rate Swap Agreements Derivative Effective Portion of Hedge Gain (loss) recorded in accumulated other comprehensive loss $ ( 276 ) $ ( 5,443 ) $ ( 3,973 ) $ ( 15,255 ) Gain (loss) reclassified from accumulated other comprehensive loss into earnings $ ( 2,189 ) $ ( 220 ) $ ( 4,027 ) $ ( 225 ) Gain on terminated interest rate swaps amortized from accumulated other comprehensive loss into earnings $ 354 $ 779 $ 708 $ 1,558 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 loan Cash Flow Hedges - Foreign Currency Exchange Contracts Derivative Effective Portion of Hedge Gain (loss) recorded in accumulated other comprehensive loss $ ( 337 ) $ ( 1,993 ) $ ( 1,784 ) $ 39 Gain (loss) reclassified from accumulated other comprehensive loss into earnings $ ( 6,479 ) $ 276 $ ( 7,213 ) $ 265 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 $ — $ — $ — $ — 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 $ ( 272 ) $ ( 2 ) $ ( 416 ) $ 49 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 and the crop input sales in Brazil, a net hedge loss of approximately $ 9.0 million remained in accumulated other comprehensive loss at September 30, 2020. That balance reflects gains and losses on contracts related to the 2020 and 2021 19 Brazil crops, the 2020 and 2021 Africa crops, and the 2021 Brazil crop input sales, less the amounts reclassified to earnings related to tobacco sold through September 30, 2020. The balance in accumulated other comprehensive loss associated with the 2020 Brazil and Africa crops are expected to be recognized in earnings as a component of cost of goods sold in fiscal year 2021 as those tobaccos are sold to customers. The balance in accumulated other comprehensive loss related to the 2021 Brazil and Africa crops are expected to be recognized in earnings in fiscal year 2022 as those tobaccos are sold to customers. The balance in accumulated other comprehensive loss associated with the 2021 Brazil crop input sales is expected to be recognized in earnings in fiscal year 2022 as those tobaccos are sold to customers. 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 September 30, 2020 and 2019, and March 31, 2020: 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) September 30, 2020 September 30, 2019 March 31, 2020 September 30, 2020 September 30, 2019 March 31, 2020 Derivatives Designated as Hedging Instruments Interest rate swap agreements Other non-current assets $ — $ — $ — Other long-term liabilities $ 37,109 $ 21,381 $ 37,163 Foreign currency exchange contracts Other current assets 1 — — Accounts payable and accrued expenses 982 762 11,467 Total $ 1 $ — $ — $ 38,091 $ 22,143 $ 48,630 Derivatives Not Designated as Hedging Instruments Foreign currency exchange contracts Other current assets $ 290 $ 45 $ 314 Accounts payable and accrued expenses $ 418 $ 532 $ 4,375 Total $ 290 $ 45 $ 314 $ 418 $ 532 $ 4,375 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 11. 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 guarantees of bank loans to tobacco growers. 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. 20 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 September 30, 2020 and 2019, and at March 31, 2020, 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: September 30, 2020 Fair Value Hierarchy (in thousands of dollars) NAV Level 1 Level 2 Level 3 Total Assets Money market funds $ 1,991 $ — $ — $ — $ 1,991 Trading securities associated with deferred compensation plans — 14,495 — — 14,495 Foreign currency exchange contracts — — 291 — 291 Total financial assets measured and reported at fair value $ 1,991 $ 14,495 $ 291 $ — $ 16,777 Liabilities Acquisition-related contingent consideration obligations - long term $ — $ — $ — $ 2,532 $ 2,532 Interest rate swap agreements — — 37,109 — 37,109 Foreign currency exchange contracts — — 1,400 — 1,400 Total financial liabilities measured and reported at fair value $ — $ — $ 38,509 $ 2,532 $ 41,041 21 September 30, 2019 Fair Value Hierarchy (in thousands of dollars) NAV Level 1 Level 2 Level 3 Total Assets Money market funds $ 2,032 $ — $ — $ — $ 2,032 Trading securities associated with deferred compensation plans — 16,100 — — 16,100 Foreign currency exchange contracts — — 45 — 45 Total financial assets measured and reported at fair value $ 2,032 $ 16,100 $ 45 $ — $ 18,177 Liabilities Guarantees of bank loans to tobacco growers $ — $ — $ — $ 137 $ 137 Interest rate swap agreements — — 21,381 — 21,381 Foreign currency exchange contracts — — 1,293 — 1,293 Total financial liabilities measured and reported at fair value $ — $ — $ 22,674 $ 137 $ 22,811 March 31, 2020 Fair Value Hierarchy (in thousands of dollars) NAV Level 1 Level 2 Level 3 Total Assets Money market funds $ 4,011 $ — $ — $ — $ 4,011 Trading securities associated with deferred compensation plans — 12,635 — — 12,635 Foreign currency exchange contracts — — 314 — 314 Total financial assets measured and reported at fair value $ 4,011 $ 12,635 $ 314 $ — $ 16,960 Liabilities Guarantees of bank loans to tobacco growers $ — $ — $ — $ 103 $ 103 Acquisition-related contingent consideration obligations - short-term — — — 4,173 4,173 Acquisition-related contingent consideration obligations - long-term — — — 2,532 2,532 Interest rate swap agreements — — 37,163 — 37,163 Foreign currency exchange contracts — — 15,842 — 15,842 Total financial liabilities measured and reported at fair value $ — $ — $ 53,005 $ 6,808 $ 59,813 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. 22 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. in fiscal year 2020 and recognized a contingent consideration liability of $ 6.7 million on the date of acquisition. Each period the Company evaluates the fair value of the acquisition-related contingent consideration obligations. In the quarter ended June 30, 2020, the evaluation resulted in the reduction of $ 4.2 million of contingent consideration of the original $ 6.7 million liability recorded. Significant judgment is applied to this model and therefore the acquisition-related contingent consideration obligation is 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 six months ended September 30, 2020 and 2019 is provided below. (in thousands of dollars) Six Months Ended September 30, 2020 2019 Balance beginning of year $ 6,705 $ — Change in fair value of contingent consideration liability ( 4,173 ) — Balance at end of period $ 2,532 $ — Guarantees of bank loans to tobacco growers The majority of crop financing utilized for fiscal year 2021 in Brazil did not require guaranteed bank loans to tobacco growers, resulting in the elimination of guarantees at September 30, 2020. For the majority of crop financing prior to fiscal year 2021, the Company relied heavily on guaranteed bank loans to tobacco growers in Brazil for crop financing. In the event that the farmers defaulted on their payments to the banks, the Company would be required to perform under the guarantees. The Company regularly evaluated the likelihood of farmer defaults based on an expected loss analysis and records the fair value of its guarantees as an obligation in its consolidated financial statements. The fair value of the guarantees was determined using the expected loss data for all loans outstanding at each measurement date. The present value of the cash flows associated with the estimated losses is then calculated at a risk-adjusted interest rate that is aligned with the expected duration of the liability and includes an adjustment for nonperformance risk. This approach is sometimes referred to as the “contingent claims valuation method.” Although historical loss data is an observable input, significant judgment was required in applying this information to the portfolio of guaranteed loans outstanding at each measurement date and in selecting a risk-adjusted interest rate. Significant increases or decreases in the risk-adjusted interest rate may result in a significantly higher or lower fair value measurement. The guarantees of bank loans to tobacco growers were therefore classified within Level 3 of the fair value hierarchy. 23 A reconciliation of the change in the balance of the financial liability for guarantees of bank loans to tobacco growers (Level 3) for the six months ended September 30, 2020 and 2019 is provided below. (in thousands of dollars) Six Months Ended September 30, 2020 2019 Balance at beginning of year $ 103 $ 803 Payments under the guarantees and transfers to allowance for loss on direct loans to farmers (removal of prior crop year loans from the portfolio) ( 96 ) ( 651 ) Provision for loss or transfers from allowance for loss on direct loans to farmers (addition of current crop year loans) — ( 5 ) Change in discount rate and estimated collection period ( 2 ) ( 7 ) Currency remeasurement ( 5 ) ( 3 ) Balance at end of year $ — $ 137 Long-term Debt The fair value of the Company’s long-term debt, including the current portion, was approximately $ 370 million at each of the balance sheet dates September 30, 2020, September 30, 2019, and March 31, 2020. 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 evaluated for impairment when potential indicators of impairment exist. Accordingly, the nonrecurring measurement of the fair value of theses assets and liabilities are classified within Level 3 of the fair value hierarchy. 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. Due to business changes that affected the leaf tobacco market in Tanzania and the Company's operations there, an impairment charge of the long-lived assets in Tanzania was recorded in fiscal year 2019 to reduce their carrying value to fair value at March 31, 2019. The long-lived assets consist principally of the Company's processing facility and equipment, storage facilities, tobacco buying and receiving stations, employee housing, and vehicles and transportation equipment. The aggregate fair value and carrying value of those assets following the impairment adjustments was approximately $ 17 million. The fair values of the property, plant and equipment were determined based principally on a probability-weighting of the discounted cash flows expected under multiple operating and disposition scenarios. Significant judgment was required in estimating the amount and timing of the future cash flows associated with the use and disposition of the assets, as well as the probabilities associated with the respective operating and disposition scenarios. 24 NOTE 12. PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS The Company sponsors several defined benefit pension plans covering 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 September 30, Three Months Ended September 30, (in thousands of dollars) 2020 2019 2020 2019 Service cost $ 1,547 $ 1,477 $ 49 $ 53 Interest cost 2,459 2,710 286 331 Expected return on plan assets ( 3,679 ) ( 4,190 ) ( 24 ) ( 29 ) Net amortization and deferral 1,120 698 ( 142 ) ( 153 ) Net periodic benefit cost $ 1,447 $ 695 $ 169 $ 202 Pension Benefits Other Postretirement Benefits Six Months Ended September 30, Six Months Ended September 30, (in thousands of dollars) 2020 2019 2020 2019 Service cost $ 3,088 $ 3,066 $ 97 $ 106 Interest cost 4,913 5,447 573 664 Expected return on plan assets ( 7,356 ) ( 8,406 ) ( 48 ) ( 56 ) Net amortization and deferral 2,241 1,396 ( 285 ) ( 305 ) Net periodic benefit cost $ 2,886 $ 1,503 $ 337 $ 409 During the six months ended September 30, 2020, the Company made contributions of approximately $ 6.3 million to its pension plans. Additional contributions of $ 0.8 million are expected during the remaining six months of fiscal year 2021. NOTE 13. STOCK-BASED COMPENSATION Universal’s shareholders have approved Executive Stock Plans (“Plans”) 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 awards (“PSAs”), 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 Plans consistently, following previously defined guidelines. In recent years, the Compensation Committee has awarded only grants of RSUs and PSAs. Awards of restricted stock, RSUs, and PSAs are currently outstanding under the Plans. The RSUs vest five years from the grant date and are then 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 PSAs 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 PSA 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 automatically receive RSUs following each annual meeting of shareholders and previously received restricted stock. RSUs awarded to outside directors vest in one year for the 2020 Stock Incentive Plan or three years for any prior Incentive Plans after the grant date, and restricted shares vest upon the individual’s retirement from service as a director. 25 During the six-month periods ended September 30, 2020 and 2019, Universal issued the following stock-based awards, representing the regular annual grants to officers and outside directors of the Company: Six Months Ended September 30, (in thousands, except share fair value) 2020 2019 RSUs: Number granted 80,650 67,040 Grant date fair value $ 43.42 $ 57.54 PSAs: Number granted 63,050 46,300 Grant date fair value $ 34.33 $ 50.16 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 PSAs, 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 each of the six-month periods ended September 30, 2020 and 2019, the Company recorded total stock-based compensation expense of approximately $ 3.7 million. The Company expects to recognize stock-based compensation expense of approximately $ 2.2 million during the remaining six months of fiscal year 2021. 26 NOTE 14. OPERATING SEGMENTS The principal approach used by management to evaluate the Company’s performance is by geographic region, although the dark air-cured and oriental tobacco businesses are each evaluated on the basis of their worldwide operations. The Company evaluates the performance of its segments based on operating income after allocated overhead expenses (excluding significant non-recurring charges or credits), plus equity in the pretax earnings (loss) of unconsolidated affiliates. Operating results for the Company’s reportable segments for each period presented in the consolidated statements of income and comprehensive income were as follows: Three Months Ended September 30, Six Months Ended September 30, (in thousands of dollars) 2020 2019 2020 2019 SALES AND OTHER OPERATING REVENUES Flue-Cured and Burley Leaf Tobacco Operations: North America $ 44,858 $ 57,612 $ 84,774 $ 85,271 Other Regions (1) 250,300 355,757 455,033 557,822 Subtotal 295,158 413,369 539,807 643,093 Other Tobacco Operations (2) 81,867 62,552 153,029 129,743 Consolidated sales and other operating revenue $ 377,025 $ 475,921 $ 692,836 $ 772,836 OPERATING INCOME Flue-Cured and Burley Leaf Tobacco Operations: North America $ 685 $ 5,472 $ 1,727 $ 6,362 Other Regions (1) 12,236 32,525 7,950 28,710 Subtotal 12,921 37,997 9,677 35,072 Other Tobacco Operations (2) 4,020 7,512 11,612 17,991 Segment operating income 16,941 45,509 21,289 53,063 Deduct: Equity in pretax (earnings) loss of unconsolidated affiliates (3) ( 590 ) ( 2,310 ) ( 583 ) ( 2,350 ) Add: Other income (loss) (4) — — 4,173 — Consolidated operating income $ 16,351 $ 43,199 $ 24,879 $ 50,713 (1) Includes South America, Africa, Europe, and Asia regions, as well as inter-region eliminations. (2) Includes Dark Air-Cured, Special Services (including FruitSmart, Inc.), and Oriental, as well as inter-company eliminations. Sales and other operating revenues for this reportable segment include limited amounts for Oriental because the business is accounted for on the equity method and its financial results consist principally of equity in the pretax earnings (loss) of unconsolidated affiliates. (3) Equity in pretax earnings (loss) of unconsolidated affiliates is included in segment operating income (Other Tobacco Operations segment), but is reported below consolidated operating income and excluded from that total in the consolidated statements of income and comprehensive income . (4) Other income represents the reversal of a portion of the contingent consideration liability associated with the acquisition of FruitSmart, Inc. 27 NOTE 15. 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 six months ended September 30, 2020 and 2019: Six Months Ended September 30, (in thousands of dollars) 2020 2019 Foreign currency translation: Balance at beginning of year $ ( 42,923 ) $ ( 40,101 ) Other comprehensive income (loss) attributable to Universal Corporation: Net gain (loss) on foreign currency translation 7,629 ( 5,136 ) Less: Net (gain) loss on foreign currency translation attributable to noncontrolling interests 79 1 Other comprehensive income (loss) attributable to Universal Corporation, net of income taxes 7,708 ( 5,135 ) Balance at end of period $ ( 35,215 ) $ ( 45,236 ) Foreign currency hedge: Balance at beginning of year $ ( 12,226 ) $ ( 376 ) Other comprehensive income (loss) attributable to Universal Corporation: Net gain (loss) on derivative instruments (net of tax (expense) benefit of $ 275 and $ 40 ) 571 ( 1,311 ) Reclassification of (gain) loss to earnings (net of tax expense (benefit) of $( 1,501 ) and $( 1 )) (1) 5,399 21 Other comprehensive income (loss) attributable to Universal Corporation, net of income taxes 5,970 ( 1,290 ) Balance at end of period $ ( 6,256 ) $ ( 1,666 ) Interest rate hedge: Balance at beginning of year $ ( 27,402 ) $ ( 934 ) Other comprehensive income (loss) attributable to Universal Corporation: Net gain (loss) on derivative instruments (net of tax (expense) benefit of $ 835 and $ 3,203 ) ( 3,138 ) ( 12,052 ) Reclassification of (gain) loss to earnings (net of tax expense (benefit) of $( 697 ) and $( 47 )) (2) 2,622 ( 1,380 ) Other comprehensive income (loss) attributable to Universal Corporation, net of income taxes ( 516 ) ( 13,432 ) Balance at end of period $ ( 27,918 ) $ ( 14,366 ) Pension and other postretirement benefit plans: Balance at beginning of year $ ( 69,046 ) $ ( 54,280 ) Other comprehensive income (loss) attributable to Universal Corporation: Amortization included in earnings (net of tax expense (benefit) of $( 381 ) and $( 217 )) (3) 879 672 Other comprehensive income (loss) attributable to Universal Corporation, net of income taxes 879 672 Balance at end of period $ ( 68,167 ) $ ( 53,608 ) Total accumulated other comprehensive loss at end of period $ ( 137,556 ) $ ( 114,876 ) (1) Gain (loss) on foreign currency cash flow hedges related to forecast purchases of tobacco is reclassified from accumulated other comprehensive income (loss) to cost of goods sold when the tobacco is sold to customers. See Note 10 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 10 for additional information. (3) This accumulated other comprehensive income (loss) component is included in the computation of net periodic benefit cost. See Note 12 for additional information. 28 NOTE 16. 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 six months ended September 30, 2020 and 2019 is as follows: Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 (in thousands of dollars) Universal Corporation Non-controlling Interests Total Universal Corporation Non-controlling Interests Total Balance at beginning of three-month period $ 1,236,244 $ 42,089 $ 1,278,333 $ 1,310,341 $ 41,737 $ 1,352,078 Changes in common stock Repurchase of common stock — — — ( 1,800 ) — ( 1,800 ) Accrual of stock-based compensation 1,075 — 1,075 959 — 959 Withholding of shares from stock-based compensation for grantee income taxes ( 19 ) — ( 19 ) — — — Dividend equivalents on RSUs 256 — 256 253 — 253 Changes in retained earnings Net income 7,502 747 8,249 28,077 1,670 29,747 Cash dividends declared Common stock ( 18,877 ) — ( 18,877 ) ( 18,879 ) — ( 18,879 ) Repurchase of common stock — — — ( 5,324 ) — ( 5,324 ) Dividend equivalents on RSUs ( 257 ) — ( 257 ) ( 253 ) — ( 253 ) Other comprehensive income (loss) 13,576 235 13,811 ( 14,715 ) ( 124 ) ( 14,839 ) Other changes in noncontrolling interests Dividends paid to noncontrolling shareholders — ( 3,695 ) ( 3,695 ) — ( 3,359 ) ( 3,359 ) Balance at end of period $ 1,239,500 $ 39,376 $ 1,278,876 $ 1,298,659 $ 39,924 $ 1,338,583 29 Six Months Ended September 30, 2020 Six Months Ended September 30, 2019 (in thousands of dollars) Universal Corporation Non-controlling Interests Total Universal Corporation Non-controlling Interests Total Balance at beginning of year $ 1,246,665 $ 42,619 $ 1,289,284 $ 1,337,087 $ 42,791 $ 1,379,878 Changes in common stock Repurchase of common stock — — — ( 2,974 ) — ( 2,974 ) Accrual of stock-based compensation 3,708 — 3,708 3,687 — 3,687 Withholding of shares from stock-based compensation for grantee income taxes ( 1,949 ) — ( 1,949 ) ( 2,883 ) — ( 2,883 ) Dividend equivalents on RSUs 500 — 500 497 — 497 Changes in retained earnings Net income 14,776 373 15,149 30,149 493 30,642 Cash dividends declared Common stock ( 37,740 ) — ( 37,740 ) ( 37,858 ) — ( 37,858 ) Repurchase of common stock — — — ( 9,364 ) — ( 9,364 ) Dividend equivalents on RSUs ( 501 ) — ( 501 ) ( 497 ) — ( 497 ) Other comprehensive income (loss) 14,041 79 14,120 ( 19,185 ) ( 1 ) ( 19,186 ) Other changes in noncontrolling interests Dividends paid to noncontrolling shareholders — ( 3,695 ) ( 3,695 ) — ( 3,359 ) ( 3,359 ) Balance at end of period $ 1,239,500 $ 39,376 $ 1,278,876 $ 1,298,659 $ 39,924 $ 1,338,583 30 NOTE 17. SUBSEQUENT EVENTS On October 1, 2020 the Company acquired 100 % of the capital stock of Silva International, Inc. ("Silva"), a privately-held, natural, specialty dehydrated vegetable, fruit and herb processing company, for approximately $ 170 million in cash. The Company utilized cash-on-hand and revolving credit facility borrowings to fund the acquisition. 31