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Item 2. Management’s Discussion and Analysis

2021-02-08 compared with 2020-11-05 · 175 added, 143 removed, 73 unchanged (81% of the section changed)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless the context otherwise requires, the terms “we,” “our,” “us” or “Universal” or the “Company” refer to Universal Corporation together with its subsidiaries.

This Quarterly Report on Form 10-Q and the following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

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impacts of the ongoing COVID-19 pandemic;

integration of FruitSmart and Silva and the impact of the FruitSmart and Silva acquisitions on future results;

integration of FruitSmart Inc.

("FruitSmart") and Silva International, Inc.

("Silva") and the impact of the FruitSmart and Silva acquisitions on future results;

product purchased not meeting quality and quantity requirements;

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impacts of regulation and litigation on our customers;

industry-specific risks related to our food ingredient business;

industry-specific risks related to our plant-based ingredient businesses;

exposure to certain regulatory and financial risks related to climate change;

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This Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended March 31, 2020.

Liquidity and Capital Resources

The first six months of our fiscal year is usually a period of significant working capital investment in both Africa and South America as tobacco crops are delivered by farmers.

Our working capital needs in the six months ended September 30, 2020, were lower than normal in part due to lower green leaf tobacco prices, mainly resulting from a strong U.S.

dollar and smaller African crop sizes.

We funded our working capital needs in the six months ended September 30, 2020, using a combination of cash on hand, short-term borrowings, customer advances, and operating cash flows.

We expect tobacco crop shipments to be weighted to the second half of the fiscal year, particularly during the fourth fiscal quarter.

Our liquidity and operating capital resource requirements are predominantly short term in nature and primarily relate to working capital for tobacco crop purchases.

Working capital needs are seasonal within each geographic region.

The geographic dispersion and the timing of working capital needs permit us to predict our general level of cash requirements, although tobacco crop size, prices paid to farmers, shipment and delivery timing, and currency fluctuations affect requirements each year.

Peak working capital requirements are generally reached during the first and second fiscal quarters.

Each geographic area follows a cycle of buying, processing, and shipping tobacco, and in many regions, we also provide agricultural materials to farmers during the growing season.

The timing of the elements of each cycle is influenced by such factors as local weather conditions and individual customer shipping requirements, which may change the level or the duration of crop financing.

Despite a predominance of short-term needs, we maintain a portion of our total debt as long-term to reduce liquidity risk.

We also periodically have large cash balances that we utilize to meet our working capital requirements.

At this time, the COVID-19 pandemic (“COVID-19”) has not had a material impact on our supply chain, other than indirect currency market disruptions caused by the pandemic in the quarter ended March 31, 2020.

COVID-19 has, however, resulted in shipment delays in certain operations, and our plant-based ingredients platform has seen some shifts in product mix due to COVID-19 related changes in customer demand.

Despite these impacts, we anticipate our current cash balances, cash flows from operations, and our available sources of liquidity will be sufficient to meet our cash requirements for at least the next twelve months.

However, given the uncertainty of future impacts from COVID-19, including delays in timing of some shipments, the duration of our working capital needs could be extended.

Operating Activities

We used about $150.0 million in net cash flows to fund our operations during the six months ended September 30, 2020.

That amount was $129.9 million lower than during the same period last fiscal year.

We did not require as much working capital to fund our operations during the six months ended September 30, 2020, due to lower green leaf tobacco prices.

Tobacco inventory levels increased by $180.9 million from March 31, 2020 levels to $888.2 million at September 30, 2020, on seasonal leaf purchases.

Tobacco inventory levels at September 30, 2020, were $30.4 million below September 30, 2019 levels, on lower green leaf tobacco prices and lower purchases of African crops in part due to weather-reduced crop sizes.

We generally do not purchase material quantities of tobacco on a speculative basis.

However, when we contract directly with tobacco farmers, we are often obligated to buy all stalk positions, which may contain less marketable leaf styles.

At September 30, 2020, our uncommitted tobacco inventories were $141.5 million, or about 16% of total tobacco inventory, compared to $175.0 million, or about 25% of our March 31, 2020 tobacco inventory, and $186.7 million, or about 20% of our September 30, 2019 tobacco inventory.

The level of these uncommitted tobacco inventory percentages is influenced by timing of farmer deliveries of new crops, as well as the receipt of customer orders.

Our balance sheet accounts reflected seasonal patterns in the six months ended September 30, 2020, on deliveries of tobacco crops by farmers in South America, Africa, and North America.

Cash and cash equivalent balances and accounts receivable decreased by $50.3 million and $11.4 million, respectively, from March 31, 2020 levels, as we used cash, including collections on receivables, to fund seasonal working capital needs.

Advances to suppliers were $65.6 million at September 30, 2020, a reduction of $68.1 million from March 31, 2020, as crops were delivered in payment of those balances, net of new advances on current crops.

Accounts receivable for unconsolidated affiliates and notes payable and overdrafts was up $36.3 million and $157.4 million, respectively, from March 31, 2020 levels, on seasonal increases.

Cash and cash equivalent balances of $57.1 million at September 30, 2020, were up $3.9 million, compared to balances at September 30, 2019, on lower working capital requirements largely offset by the funding of the FruitSmart acquisition in January 2020 with cash on hand.

Accounts receivable for unconsolidated affiliates were down $35.0 million at September 30, 2020, compared to September 30, 2019, on smaller crop sizes.

Notes payable and overdrafts of $235.4 million at September 30, 2020, were up $80.1 million compared to September 30, 2019, largely on lower fiscal year opening cash balances to fund working capital requirements this fiscal year.

Investing Activities

Our capital allocation strategy focuses on four strategic priorities:

strengthening and investing for growth in our leaf tobacco business;

increasing our strong dividend;

exploring growth opportunities in non-tobacco industries and markets that utilize our assets and capabilities;

and returning excess capital to our shareholders.

In deciding where to invest capital resources, we look for opportunities where we believe we can earn an adequate return as well as leverage our assets and expertise or enhance our farmer base.

In line with our capital allocation strategy, we acquired Silva for approximately $170 million on October 1, 2020.

The acquisition expands our plant-based ingredients platform, and we expect it to enable us to offer customers a single source for vegetable and fruit ingredients solutions.

Our capital expenditures are generally limited to those that add value, replace or maintain equipment, increase efficiency, or position us for future growth.

During the six months ended September 30, 2020 and 2019, we invested about $22.8 million and $13.3 million, respectively, in our property, plant and equipment.

Depreciation expense was approximately $18.8 million and $18.2 million for the six months ended September 30, 2020 and 2019, respectively.

Typically, our capital expenditures for maintenance projects are less than $30 million per fiscal year.

In addition, from time to time, we undertake projects that require capital expenditures when we identify opportunities to improve efficiencies, add value for our customers, and position ourselves for future growth.

We currently expect to spend approximately $50 to $60 million over the next twelve months on capital projects for maintenance of our facilities and other investments to grow and improve our businesses.

On November 5, 2020, we announced that our Board of Directors had approved a new share repurchase program, which replaced the expiring November 2017 share repurchase program, for the purchase of up to $100 million of our common stock through November 15, 2022.

Under the new program, we may purchase shares from time to time on the open market or in privately negotiated transactions at prices not exceeding prevailing market rates.

Repurchases of shares under the repurchase program may vary based on management discretion, as well as changes in cash flow generation and availability.

During the three months ended September 30, 2020, we did not purchase any shares of common stock, and as of September 30, 2020, approximately 24.5 million shares of our common stock were outstanding.

Financing Activities

We consider the sum of notes payable and overdrafts, long-term debt (including any current portion), and customer advances and deposits, less cash, cash equivalents, and short-term investments on our balance sheet to be our net debt.

We also consider our net debt plus shareholders' equity to be our net capitalization.

Net debt as a percentage of net capitalization was approximately 31% at September 30, 2020, up from the September 30, 2019 level of approximately 27%, largely on increased borrowings due in part to the funding of the FruitSmart acquisition in January 2020, and up from the March 31, 2020 level of approximately 22%.

As of September 30, 2020, we had $57.1 million in cash and cash equivalents, our short-term debt totaled $235.4 million, and we were in compliance with all covenants of our debt agreements, which require us to maintain certain levels of tangible net worth and observe restrictions on debt levels.

As of September 30, 2020, we had $335 million available under a committed revolving credit facility that will mature in December 2023, and we had about $158 million in unused, uncommitted credit lines.

On October 1, 2020, we closed and funded our approximately $170 million acquisition of Silva using cash-on-hand and borrowings under our committed revolving credit facility.

We also maintain an effective, undenominated universal shelf registration statement that provides for future issuance of additional debt or equity securities.

This shelf registration matures on November 21, 2020, at which time, we intend to replace it with a new shelf registration.

We have no long-term debt maturing until fiscal year 2024.

Our seasonal working capital requirements for our tobacco business typically increase significantly between March and September and decline after mid-year.

Available capital resources from our cash balances, committed credit facility, and uncommitted credit lines exceed our normal working capital needs and currently anticipated capital expenditure requirements over the next twelve months.

From time to time, we use interest rate swap agreements to manage our exposure to changes in interest rates.

At September 30, 2020, the fair value of our outstanding interest rate swap agreements was a liability of about $37.1 million, and the notional amount swapped was $370 million.

We entered into these agreements to eliminate the variability of cash flows in the interest payments on our variable-rate term loans.

Under the swap agreements we receive variable rate interest and pay fixed rate interest.

The swaps are accounted for as cash flow hedges.

We also use derivative instruments from time to time to hedge certain foreign currency exposures, primarily related to forecast purchases of tobacco, related processing costs, and crop input sales in Brazil, as well as our net monetary balance sheet exposures in local currency there.

We generally account for our hedges of forecasted tobacco purchases as cash flow hedges.

At September 30, 2020, the fair value of our open hedges was a net liability of about $1.0 million.

We had forward contracts outstanding that were not designated as hedges, and the fair value of those contracts was a net liability of about $0.1 million at September 30, 2020.

Results of Operations

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In addition, we have provided a reconciliation of the total for segment operating income (loss) to consolidated operating income (loss) in Note 15.

"Operating Segments" to the consolidated financial statements in Item 8.

"Operating Segments" to the consolidated financial statements.

Management evaluates the consolidated Company and segment performance excluding certain significant charges or credits.

We believe these non-GAAP financial measures, which exclude items that we believe are not indicative of our core operating results, provide investors with important information that is useful in understanding our business results and trends.

As we mentioned in our first fiscal quarter, timing factors related to COVID-19 continued to impact our results in the second quarter of fiscal year 2021.

Our tobacco customer orders for crop year 2020 are strong, however, and the vast majority of

these committed orders are packed awaiting shipment, with customer mandated shipment timing heavily weighted to our fourth quarter of fiscal year 2021.

In addition, our uncommitted inventories have come down significantly from the levels at the end of fiscal year 2020 and are at 16% of tobacco inventories as of September 30, 2020, which is well within our target range.

At this time, we believe our adjusted operating income for fiscal year 2021, excluding acquisitions, will materially exceed that of fiscal year 2020 barring any unforeseen events including shipment delays due to lack of vessel or container availability, port congestion, or COVID-19 related uncertainties.

We are closely monitoring shipping conditions and currently expect to complete our scheduled shipments prior to our 2021 fiscal year end.

Net income for the first half of fiscal year 2021, which ended on September 30, 2020, was $14.8 million, or $0.60 per diluted share, compared with $30.1 million, or $1.19 per diluted share, for the same period of the prior fiscal year.

Excluding certain non-recurring items, detailed in Other Items below, net income and diluted earnings per share declined by $23.9 million and $0.93, respectively, for the first half of fiscal year 2021 compared to the first half of fiscal year 2020.

Operating income of $24.9 million for the six months ended September 30, 2020, decreased by $25.8 million, compared to operating income of $50.7 million for the six months ended September 30, 2019.

For the second fiscal quarter ended September 30, 2020, net income was $7.5 million, or $0.30 per diluted share, compared with net income of $28.1 million, or $1.11 per diluted share, for the prior year’s second fiscal quarter.

Excluding certain non-recurring items, detailed in Other Items below, net income and diluted earnings per share declined by $19.6 million and $0.77, respectively, for the quarter ended September 30, 2020, compared to the quarter ended September 30, 2019.

Operating income for the second quarter of fiscal year 2021 decreased to $16.4 million compared to $43.2 million for the three months ended September 30, 2019.

Segment operating income was $21.3 million for the first half of fiscal year 2021, a decrease of $31.8 million, and for the quarter ended September 30, 2020, was $16.9 million, a decrease of $28.6 million, both compared to the same periods last fiscal year.

Results for the six months and quarter ended September 30, 2020, reflected earnings declines in all segments, primarily on lower tobacco volumes due to scheduled tobacco shipments that will ship later in fiscal year 2021, compared to the same periods in the prior fiscal year.

Consolidated revenues decreased by $80.0 million to $692.8 million for the first half of fiscal year 2021, and by $98.9 million to $377.0 million for the three months ended September 30, 2020, compared to the same periods in fiscal year 2020, on lower tobacco volumes and sales prices.

In the first half of fiscal year 2021, we experienced slowdowns in both tobacco processing and receipt of customer orders for leaf tobacco due to COVID-19.

We implemented social distancing requirements in our factories which slowed output and increased the time to process certain tobacco crops.

Customer orders came in slower in part due to the absence of customer onsite visits which necessitated the mailing of product samples prior to order confirmations.

Some customers have also requested shipping dates for their orders that are later in our fiscal year compared to prior fiscal years.

We have also been focused on and are very excited about our recent acquisition of Silva.

We believe this acquisition expands and enhances our plant-based ingredients platform and positions us for future success.

Having made significant investments in the platform this calendar year, we expect to focus on integrating the companies, building on synergies among our ingredients businesses, and delivering long-term value and results to our shareholders.

At the same time, we see opportunities in our core tobacco business, such as demand for natural wrapper production, and continue to position our company for success.

Flue-cured and Burley Leaf Tobacco Operations

Other Regions

Operating income for the Other Regions segment decreased by $20.8 million to $7.9 million for the six months and by $20.3 million to $12.2 million for the quarter ended September 30, 2020, compared with the same periods for fiscal year 2020.

In both periods, volumes decreased in Africa, primarily due to later customer mandated shipment timing delayed until our fourth fiscal quarter as well as weather reduced crop sizes.

In Brazil, sales volumes were up in the six months and quarter ended September 30, 2020, on higher sales of lower margin carryover crop tobacco, compared to the same periods in the prior fiscal year.

Results for Asia were flat for the first half of fiscal year 2021 but declined for the quarter ended September 30, 2020, on lower trading volumes, largely from China, and later shipment timing in the Philippines.

However, selling, general, and administrative costs for the segment were lower for the six months and quarter ended September 30, 2020, largely on favorable net foreign currency comparisons, partially offset by higher provisions for farmer advances due to smaller African crops.

Revenues for the Other Regions segment of $455.0 million for the six months and $250.3 million for the quarter ended September 30, 2020, were down $102.8 million and $105.5 million, respectively, compared to the same periods in the prior fiscal year, on lower volumes and sales prices.

North America

Operating income for the North America segment of $1.7 million for the six months and $0.7 million for the quarter ended September 30, 2020, was down by $4.6 million and $4.8 million, respectively, compared to the same periods for the prior fiscal year, as higher tobacco carryover volumes in the United States were outweighed by lower tobacco sales and processing volumes in Guatemala and effects of a smaller crop and later shipment timing in Mexico.

Selling, general, and administrative costs for the North America segment were down modestly for both the six months and quarter ended September 30, 2020, on lower salaries and benefits costs, compared to the same periods in the prior fiscal year.

Revenues for this segment of $84.8 million were flat for the six months ended September 30, 2020, compared to the same period in the prior year.

For the quarter ended September 30, 2020, revenues of $44.9 million were down $12.8 million compared to the quarter ended September 30, 2019, on lower sales volumes.

Other Tobacco Operations

The Other Tobacco Operations segment operating income of $11.6 million for the six months and $4.0 million for the quarter ended September 30, 2020, reflected decreases of $6.4 million and $3.5 million, respectively, compared to the same periods of fiscal year 2020.

For the six months ended September 30, 2020, results for our dark tobacco operations were down on reduced volumes as well as comparisons to lower costs in the prior year.

In the quarter ended September 30, 2020, results for the dark tobacco operations were lower on reduced wrapper shipments, compared to the quarter ended September 30, 2019.

Results for our oriental joint venture were down for the six months and quarter ended September 30, 2020, compared to the same periods in the prior fiscal year, on lower volumes and unfavorable foreign currency comparisons, mainly from the Turkish lira.

Results for the segment in the six months and quarter ended September 30, 2020, benefited from the acquisition of FruitSmart, our fruit and vegetable ingredient business, in January 2020, compared to the same periods in fiscal year 2020.

Selling, general, and administrative costs for the segment were up in both the first half and second fiscal quarter of fiscal year 2021 compared with those periods in the prior fiscal year, on costs related to FruitSmart and were favorably impacted in the six months and negatively impacted in the quarter ended September 30, 2020, by foreign currency comparisons, mainly in Indonesia, compared to the same periods in the prior fiscal year.

Revenues for the segment increased by $23.3 million to $153.0 million for the first half, and by $19.3 million to $81.9 million for the second quarter of fiscal year 2021, largely as a result of the addition of our FruitSmart business.

Tobacco shipments in the third quarter of fiscal year 2021 exceeded our previous expectations as customer mandated timing for some shipments forecast for the fourth fiscal quarter were accelerated into the third fiscal quarter.

As a result, total tobacco shipment volumes for the nine months ended December 31, 2020, are similar to those of the prior year’s comparable fiscal period.

The majority of our remaining committed tobacco orders for the 2020 crop are packed and ready to ship, and we expect sustained strong tobacco shipment volumes in our fourth fiscal quarter of 2021 barring any unforeseen events including changes in shipment timing.

In addition, our uncommitted tobacco inventory levels remain within our target range.

We continue to believe our adjusted operating income for fiscal year 2021, which excludes restructurings and certain costs for acquisitions,

will materially exceed that for fiscal year 2020, barring any unforeseen events including shipment delays due to lack of vessel or container availability, port congestion, or COVID-19 related uncertainties.

Net income for the quarter ended December 31, 2020, was $33.3 million, or $1.34 per diluted share, compared with net income of $26.0 million, or $1.04 per diluted share, for the prior year’s third fiscal quarter.

Excluding restructuring and impairment costs and certain other non-recurring items, detailed in Other Items below, net income and diluted earnings per share increased by $27.5 million and $1.11, respectively, for the quarter ended December 31, 2020, compared to the quarter ended December 31, 2019.

Operating income for the third quarter of fiscal year 2021 increased to $60.2 million compared to $44.1 million for the three months ended December 31, 2019.

Net income for the nine months ended on December 31, 2020, was $48.0 million, or $1.94 per diluted share, compared with $56.1 million, or $2.23 per diluted share, for the same period of the prior fiscal year.

Excluding restructuring and impairment costs and certain other non-recurring items, detailed in Other Items below, net income and diluted earnings per share increased by $3.4 million and $0.18, respectively, for the nine months ended December 31, 2020, compared to the nine months ended December 31, 2019.

Operating income of $85.1 million for the nine months ended December 31, 2020, decreased by $9.8 million, compared to operating income of $94.8 million for the nine months ended December 31, 2019.

Adjusted operating income, detailed in Other Items below, of $107.6 million increased by $10.9 million for the nine months ended December 31, 2020, compared to adjusted operating income of $96.7 million for the same period in the prior fiscal year.

Segment operating income was $103.0 million for the nine months ended December 31, 2020, an increase of $5.9 million, and for the quarter ended December 31, 2020, was $81.7 million, an increase of $37.6 million, both compared to the same periods last fiscal year.

Results for the nine months and quarter ended December 31, 2020, reflected earnings improvements in the Tobacco Operations segment, primarily on strong tobacco shipment volumes in the third fiscal quarter, compared to the same periods in the prior fiscal year.

Consolidated revenues increased by $87.9 million to $1.4 billion for the nine months ended December 31, 2021, and by $167.9 million to $672.9 million for the three months ended December 31, 2020, compared to the same periods in fiscal year 2020, on the strong tobacco shipment volumes in the third fiscal quarter and the addition of businesses acquired in calendar year 2020 to the Ingredients Operations segment.

We have also made considerable progress towards delivering on our capital allocation strategy in the third fiscal quarter of 2021.

One pillar of this strategy is to deliver shareholder value through building and enhancing our plant-based ingredients platform.

On October 1, 2020, we acquired Silva International, Inc., a natural, specialty dehydrated vegetable, fruit, and herb processing company.

We have been working diligently throughout the quarter on integrating and exploring opportunities for synergies between our recently acquired businesses, FruitSmart and Silva.

During this process, we concluded that CIFI, our sweet potato processing operation which we built from the ground up, was not a strategic fit for the platform’s long-term objectives due in part to its single-product focused, high capacity processing line and ongoing international competitor pricing pressures.

We made the difficult but prudent decision to wind down the operation.

Given our significant and strategic investments in our plant-based ingredients platform, we evaluated our operating segments for financial reporting purposes during the quarter ended December 31, 2020.

Based on our evaluation, we determined that we conduct our operations across two primary reportable operating segments, Tobacco Operations and Ingredients Operations.

The revised segments reflect how we manage the Company, allocate resources, and assess business performance.

Prior period segment information has been recast retrospectively to reflect these changes.

We are pleased with the ongoing integration of our plant-based ingredients platform, and with these acquisitions, we continue to expect the new platform will generate between 10% and 20% of our EBITDA in our fiscal year 2022, ahead of our capital allocation strategy objectives.

We are excited about our plant-based ingredients platform and its potential for future success.

We also remain committed to our role as the leading global leaf tobacco supplier.

Supported by our compliance and sustainability programs, we continue to see opportunities to increase market share and enhance our leaf tobacco businesses.

Tobacco Operations

Operating income for the Tobacco Operations segment increased by $6.1 million to $107.7 million for the nine months and by $38.4 million to $84.1 million for the quarter ended December 31, 2020, compared with the same periods for fiscal year 2020.

Strong tobacco shipment volumes in the third fiscal quarter benefited Tobacco Operations segment results for both the three and nine months ended December 31, 2020, and year-to-date tobacco shipment volumes as of December 31, 2020, were similar to those in the same period of fiscal year 2020.

In the nine months ended December 31, 2020, increases in shipments of carryover crop tobaccos largely offset decreases in shipments of current crop tobacco caused in part by customer mandated shipment timing that has pushed some current crop shipments into our fourth fiscal quarter, compared to the same period in the prior fiscal year.

In the nine months ended December 31, 2020, sales volumes were up in Brazil and the United States on higher sales of carryover crop tobacco, while volumes decreased in Africa on weather reduced crop sizes, compared to the nine months ended December 31, 2019.

In the quarter ended December 31, 2020, increased shipments of carryover tobacco from Africa, the United States, and Brazil, higher current crop shipments from Africa, and timing of receipt of distributions from unconsolidated affiliates benefited Tobacco Operations segment results, compared to the third quarter of fiscal year 2020.

Segment results were also up in the nine months and quarter ended December 31, 2020, compared to the same periods in the prior fiscal year, on a favorable product mix and continued strong demand for wrapper tobaccos.

Selling, general, and administrative costs for the segment were lower for the nine months and flat for the quarter ended December 31, 2020, compared to the same periods in the prior fiscal year.

In the nine months ended December 31, 2020, selling, general, and administrative costs for the segment declined largely on favorable net foreign currency remeasurement comparisons, mainly in Indonesia, Brazil, and the Philippines, and lower travel costs.

Revenues for the Tobacco Operations segment of $1.3 billion for the nine months and $623.9 million for the quarter ended December 31, 2020, were flat and up $120.0 million, respectively, compared to the same periods in the prior fiscal year, on tobacco shipment volumes and a more favorable sales mix in the third fiscal quarter.

Ingredients Operations

As part of our capital allocation strategy to build and enhance our plant-based ingredients platform, we acquired two companies, FruitSmart on January 1, 2020, and Silva on October 1, 2020, and results for these operations are not included in the segment results for the comparable prior periods ended December 31, 2019.

The operating loss for the Ingredients Operations segment was $4.7 million and $2.5 million, respectively, for the nine months and quarter ended December 31, 2020, compared to an operating loss of $4.5 million and $1.4 million, respectively, for the nine months and quarter ended December 31, 2019.

In addition, results for the segment included costs from amortization of intangibles related to the acquisitions, which totaled $4.0 million and $2.4 million, respectively, in the nine months and quarter ended December 31, 2020, as well as a purchase accounting adjustment of $2.8 million that also reduced our results for the segment in the nine months and quarter ended December 31, 2020.

Although results improved for our CIFI business in the nine months ended December 31, 2020, compared to the same period in the prior fiscal year, we made the strategic decision to wind down that operation in the quarter ended December 31, 2020.

Our FruitSmart operations results for the first nine months of fiscal year 2021 were dampened by a less favorable product mix due to changes in customer demand as the ongoing COVID-19 pandemic reduced capacity at social venues that use FruitSmart products.

Selling, general, and administrative expenses increased in the nine months and quarter ended December 31, 2020, on the addition of the acquired businesses.

Revenues for the Ingredients Operations segment of $86.9 million for the nine months and $49.1 million for the quarter ended December 31, 2020, were up $83.9 million and $47.9 million, respectively, compared to the same periods in the prior fiscal year, on the addition of the revenues for the acquired businesses.

COVID-19 Pandemic Impact

On March 11, 2020, the World Health Organization declared COVID-19 a pandemic.

On March 11, 2020, the World Health Organization declared the coronavirus (“COVID-19”) a pandemic.

Foreign governmental organizations and governmental organizations in the United States have taken various actions to combat the spread of COVID-19, including imposing stay-at-home orders and closing “non-essential” businesses and their operations.

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We continue to work with our suppliers to mitigate the impacts to our supply chain due to the ongoing pandemic.

To date, we have not experienced a material impact to our supply chain, although COVID-19 has resulted in delays in certain operations.

In addition, our plant-based ingredients platform has seen some shifts in product mix due to COVID-19 related changes in customer demand.

To date, we have not experienced a material impact to our supply chain, although the ongoing COVID-19 pandemic has resulted in delays in certain operations.

In addition, our plant-based ingredients platform has seen some shifts in product mix due to the ongoing COVID-19 pandemic related to changes in customer demand.

Since March 2020, we have at times also experienced increased volatility in foreign currency exchange rates, which we believe is in part related to the continued uncertainties from COVID-19, as well as actions taken by governments and central banks in response to COVID-19.

We expect continued volatility in foreign currency exchange rates during fiscal year 2021, though we cannot reasonably estimate the duration or extent of that volatility.

We continue to monitor the impacts of COVID-19, which include slower processing of our products due to controlled staffing in our facilities that could lead to further delays of shipments to our customers.

We continue to monitor the impacts of the ongoing COVID-19 pandemic, which include slower processing of our products due to controlled staffing in our facilities that could lead to further delays of shipments to our customers.

We believe we currently have sufficient liquidity to meet our current obligations and our business operations remain fundamentally unchanged other than shipping delays, which could continue to impact quarterly comparisons.

This is, however, a rapidly evolving situation, and we cannot predict the extent, resurgence, or duration of the ongoing COVID-19 pandemic, the effects of it on the global, national or local economy, including the impacts on our ability to access capital, or its effects on our business, financial position, results of operations, and cash flows.

We continue to monitor developments affecting our employees, customers and operations, will take additional steps to address the spread of COVID-19 and its impacts, as necessary, and remain thankful for the hard work of our employees and the continued support of our customers, growers, and other partners during these challenging times.

Cost of goods sold in the six months and quarter ended September 30, 2020, decreased by 8% and 19% to $570.3 million and $308.3 million, respectively, both compared with the same periods in the prior fiscal year, as a result of lower tobacco sales volumes coupled with a less favorable mix.

Selling, general, and administrative costs for the first half of fiscal year 2021 decreased by $2.1 million to $101.8 million, mainly driven by positive foreign currency remeasurement and exchange variances, primarily in Indonesia, the Philippines, and Brazil, and lower travel costs partially offset by operating and acquisition costs for our new agri-product businesses and higher provisions for farmer advances, compared with the same period in the prior year.

Selling, general, and administrative costs were flat for the three months ended September 30, 2020, compared to the same period in the prior year, on favorable net currency comparisons and lower compensation and travel costs offset by operating and acquisition costs for our new agri-product businesses and higher provisions for farmer advances.

For the six months and quarter ended September 30, 2020, our consolidated effective tax rate was (14%) and 28%, respectively.

For the six months ended September 30, 2020, income taxes included a $4.4 million benefit for final tax regulations regarding the treatment of dividends paid by foreign subsidiaries.

Without this benefit, income taxes for the six months ended September 30, 2020, would have been an expense of approximately $2.5 million, or a consolidated effective tax rate of approximately 19%.

Our consolidated effective tax rates for the six months and quarter ended September 30, 2019, were approximately 34% and 28%, respectively.

For the six months ended September 30, 2019, our income tax expense included $2.8 million of additional expense for the resolution of a transfer pricing matter at a foreign subsidiary.

Without this expense, income taxes for the six months ended September 30, 2019, would have been expense of approximately $13.0 million, or a consolidated effective tax rate of approximately 28%.

This is, however, a rapidly evolving situation,

and we cannot predict the extent, resurgence, or duration of the ongoing COVID-19 pandemic, the effects of it on the global, national or local economy, including the impacts on our ability to access capital, or its effects on our business, financial position, results of operations, and cash flows.

We continue to monitor developments affecting our employees, customers and operations.

We will take additional steps to address the spread of COVID-19 and its impacts, as necessary, and remain thankful for the hard work of our employees and the continued support of our customers, growers, and other partners during these challenging times.

Cost of goods sold in the nine months and quarter ended December 31, 2020, increased by 29% and 7% to $1.1 billion and $533.4 million, respectively, both compared with the same periods in the prior fiscal year, as a result of tobacco shipment volumes and the acquisition of businesses in the Ingredients Operations segment.

Selling, general, and administrative costs for the nine months and quarter ended December 31, 2020, increased by $8.3 million to $161.2 million and by $10.5 million to $59.3 million, respectively, compared to the same periods in the prior fiscal year, on the business acquisitions in the Ingredients Operations segment.

Increases in selling, general, and administrative costs in the nine months ended December 31, 2020, were partially offset by positive foreign currency remeasurement and exchange variances, primarily in Indonesia, Brazil, and the Philippines, and lower travel costs, compared with the same period in the prior year.

For the nine months and quarter ended December 31, 2020, our consolidated effective tax rate was 19% and 26%, respectively.

For the nine months ended December 31, 2020, income tax expense included a $4.4 million benefit for final tax regulations regarding the treatment of dividends paid by foreign subsidiaries and a $2.9 million benefit in the third fiscal quarter of 2021 due to amending and finalizing prior year returns.

Without these benefits, the consolidated effective tax rate for the nine months and quarter ended December 31, 2020, would have been approximately 29% and 32%, respectively.

Our consolidated effective tax rates for the nine months and quarter ended December 31, 2019, were approximately 30% and 26%, respectively.

Income tax expense for the nine months ended December 31, 2019 included a $2.8 million net tax accrual for an unresolved tax matter at a foreign subsidiary and a $1.5 million benefit in the third fiscal quarter of 2020 due to amending and finalizing prior year returns.

Without the effect of these items, the consolidated effective tax rate for the nine months and quarter ended December 31, 2019, would have been 29% and 30%, respectively.

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

Adjusted Operating Income Reconciliation

Three Months Ended September 30, Six Months Ended September 30,

Three Months Ended December 31, Nine Months Ended December 31,

(in thousands) 2020 2019 2020 2019

Consolidated operating income $ 60,186 $ 44,115 $ 85,065 $ 94,828

Silva acquisition purchase accounting adjustment (1)

2,800 — 2,800 —

Transaction costs for acquisitions (2)

2,252 939 3,915 1,864

Restructuring and impairment costs (3)

19,979 — 19,979 —

Fair value adjustment to contingent consideration for FruitSmart acquisition (4)

2 unchanged sentences

Adjusted Net Income and Diluted Earnings Per Share

(in thousands and reported net of income taxes) Three Months Ended September 30, Six Months Ended September 30,

(in thousands and reported net of income taxes) Three Months Ended December 31, Nine Months Ended December 31,

(all amounts are reported net of income taxes) 2020 2019 2020 2019

Net income available to Universal Corporation $ 33,273 $ 25,966 $ 48,049 $ 56,115

Silva acquisition purchase accounting adjustment (1)

2,800 — 2,800 —

Transaction costs for acquisitions (2)

2,252 939 3,915 1,864

Restructuring and impairment costs (3)

16,100 — 16,100 —

Fair value adjustment to contingent consideration for FruitSmart acquisition (4)

7 unchanged sentences

Diluted earnings per share $ 2.19 $ 1.08 $ 2.59 $ 2.41

(1) The Company recognized an increase in cost of goods sold in the third quarter of fiscal year 2021, relating to the expensing of a fair value adjustment to inventory associated with the initial acquisition accounting for Silva.

This cost is not deductible for U.S.

income tax purposes.

(2) The Company incurred selling, general, and administrative expenses for due diligence and other transaction costs associated with the acquisitions of Silva (effective October 1, 2020) and FruitSmart (effective January 1, 2020).

1 unchanged sentence

income tax purposes.

(2) The Company reversed a portion of the contingent consideration liability for the FruitSmart, Inc.

acquisition, as a result of certain performance metrics that are not expected to meet the required threshold stipulated in the purchase agreement.

(3) The Company recognized an income tax benefit for the final U.S.

(3) Restructuring and impairment costs are included in consolidated operating income in the consolidated statements of income, but excluded for purposes of Adjusted operating income, Adjusted net income available to Universal Corporation, and Adjusted diluted earnings per share.

See Note 4 for additional information.

(4) The Company reversed a portion of the contingent consideration liability for the FruitSmart acquisition, as a result of certain performance metrics that are not expected to meet the required threshold stipulated in the purchase agreement.

(5) The Company recognized an income tax benefit for final U.S.

tax regulations on certain dividends paid by foreign subsidiaries in a prior fiscal year.

(4) During the 1st quarter of fiscal year 2020, the Company recognized an income tax settlement charge related to operations at a foreign subsidiary.

(6) During the first quarter of fiscal year 2020, the Company recognized an income tax settlement charge related to operations at a foreign subsidiary.

Liquidity and Capital Resources

After significant seasonal working capital investment in the first half of the fiscal year, we generally see tobacco inventory levels and other working capital items decrease in the second half of our fiscal year as tobacco crops in Africa, South America, and North America are being shipped.

We saw the beginning of the seasonal contraction in our working capital requirements by the end of the third quarter of fiscal year 2021.

Our operations generated operating cash flows, and cash balances increased in the three months ended December 31, 2020.

Our working capital needs in the nine months ended December 31, 2020, were lower than normal in part due to lower green leaf tobacco prices, mainly resulting from a strong U.S.

dollar, and smaller African crop sizes.

We funded our working capital needs in the nine months ended December 31, 2020, using a combination of cash on hand, short-term borrowings, customer advances, and operating cash flows.

We saw strong tobacco crop shipments in the third quarter of fiscal year 2021 and expect this shipping pattern will continue in the fourth fiscal quarter.

Our liquidity and operating capital resource requirements are predominantly short term in nature and primarily relate to working capital for tobacco crop purchases.

Working capital needs are seasonal within each geographic region.

Peak working capital requirements are generally reached during the first and second fiscal quarters.

Each geographic area follows a cycle of buying, processing, and shipping tobacco, and in many regions, we also provide agricultural materials to farmers during the growing season.

Despite a predominance of short-term needs, we maintain a portion of our total debt as long-term to reduce liquidity risk.

We also periodically have large cash balances that we utilize to meet our working capital requirements.

At this time, COVID-19 has not had a material impact on our supply chain, other than indirect currency market disruptions caused by the pandemic in the quarter ended March 31, 2020.

However, given the uncertainty of future impacts from COVID-19, including delays in timing of some shipments, the duration of our working capital needs could be extended.

Our balance sheet at December 31, 2020, also reflects our acquisitions of FruitSmart and Silva in our Ingredients Operations segment during calendar year 2020.

These acquisitions significantly increased our goodwill and other intangibles balance and were financed using a combination of cash on hand and borrowings under our committed revolving credit facility, a portion of which was subsequently converted to long-term debt.

Operating Activities

We generated about $38.6 million in net cash flows to fund our operations during the nine months ended December 31, 2020.

That amount was $211.5 million higher than during the same period last fiscal year.

We did not require as much working capital to fund our operations during the nine months ended December 31, 2020, due to lower green leaf tobacco prices.

Tobacco inventory levels increased by $107.0 million from March 31, 2020 levels to $814.3 million at December 31, 2020, on seasonal leaf purchases.

Tobacco inventory levels at December 31, 2020, were $123.4 million below December 31, 2019 levels, on carryover crop sales, lower green leaf tobacco prices, and lower purchases of African crops in part due to weather-reduced crop sizes.

We generally do not purchase material quantities of tobacco on a speculative basis.

However, when we contract directly with tobacco farmers, we are often obligated to buy all stalk positions, which may contain less marketable leaf styles.

At December 31, 2020, our uncommitted tobacco inventories were $155.7 million, or about 19% of total tobacco inventory, compared to $175.0 million, or about 25% of our March 31, 2020 tobacco inventory, and $197.7 million, or about 21% of our December 31, 2019 tobacco inventory.

The level of these uncommitted tobacco inventory percentages is influenced by timing of farmer deliveries of new crops, as well as the receipt of customer orders.

Our balance sheet accounts reflected seasonal patterns in the nine months ended December 31, 2020, on deliveries of tobacco crops by farmers in South America, Africa, and North America.

Cash and cash equivalent balances and accounts receivable decreased by $12.0 million from March 31, 2020 levels, as we used cash, including collections on receivables, to fund seasonal working capital needs.

Advances to suppliers were $102.8 million at December 31, 2020, a reduction of $31.0 million from March 31, 2020, as tobacco crops were delivered in payment of those balances, net of new advances on current tobacco crops.

Other inventories and goodwill and other intangibles were up by $45.1 million and $110.7 million, respectively, from March 31, 2020 levels, mainly due to an acquisition in our Ingredients Operations segment.

Notes payable and overdrafts was up $51.6 million from March 31, 2020 levels, on seasonal tobacco increases.

Cash and cash equivalent balances of $95.4 million at December 31, 2020, were up $30.7 million, compared to balances at December 31, 2019, on lower working capital requirements largely offset by the funding of the FruitSmart acquisition in January 2020 with cash on hand.

Accounts receivable were up $82.7 million at December 31, 2020, compared to December 31, 2019, on tobacco shipment timing and the inclusion of the Silva acquisition.

Other inventories and accounts payable and accrued expenses were also up $59.7 million and $26.3 million, respectively, in the third quarter of fiscal year 2021 compared to the third fiscal quarter of fiscal year 2020, mainly on the acquisitions in the Ingredients Operations segment.

Notes payable and overdrafts of $129.6 million at December 31, 2020, were up $37.0 million compared to December 31, 2019, largely on lower fiscal year opening cash balances to fund working capital requirements this fiscal year.

Investing Activities

Our capital allocation strategy focuses on four strategic priorities:

strengthening and investing for growth in our leaf tobacco business;

increasing our strong dividend;

exploring growth opportunities in non-tobacco industries and markets that utilize our assets and capabilities;

and returning excess capital to our shareholders.

In deciding where to invest capital resources, we look for opportunities where we believe we can earn an adequate return as well as leverage our assets and expertise or enhance our farmer base.

In line with our capital allocation strategy, we acquired Silva for approximately $164 million on October 1, 2020.

The acquisition expands our plant-based ingredients platform, and we expect it to enable us to offer customers a single source for vegetable and fruit ingredients solutions.

Our capital expenditures are generally limited to those that add value, replace or maintain equipment, increase efficiency, or position us for future growth.

During the nine months ended December 31, 2020 and 2019, we invested about $33.8 million and $21.7 million, respectively, in our property, plant and equipment.

Depreciation expense was approximately $28.6 million and $27.5 million for the nine months ended December 30, 2020 and 2019, respectively.

Typically, our capital expenditures for maintenance projects are less than $30 million per fiscal year.

We currently expect to spend approximately $45 to $55 million over the next twelve months on capital projects for maintenance of our facilities and other investments to grow and improve our businesses.

Under the new program, we may purchase shares from time to time on the open market or in privately negotiated transactions at prices not exceeding prevailing market rates.

Repurchases of shares under the repurchase program may vary based on management discretion, as well as changes in cash flow generation and availability.

During the three months ended December 31, 2020, we did not purchase any shares of common stock, and as of December 31, 2020, approximately 24.5 million shares of our common stock were outstanding.

Financing Activities

On October 1, 2020, we acquired Silva for approximately $164 million.

We financed the acquisition using cash-on-hand and borrowings under our committed revolving credit facility.

On December 17, 2020, we amended our bank credit agreement, originally dated as of December 20, 2018, to increase the amount of the term A-1 loans which mature in December 2023 by an additional $75 million and the amount of term A-2 loans which mature in December 2025 by an additional $75 million.

We also amended the definition of Consolidated EBITDA under the agreement to (i) exclude the effects of any non-cash purchase accounting adjustments, (ii) make pro forma adjustments for material acquisitions and material dispositions and (iii) permit

adjustments for certain transaction fees and expenses related to the amendment and any material acquisition or material disposition.

All other material terms and conditions of the bank credit agreement remain in full force and effect.

We used the proceeds from the term loans to repay borrowings under the committed revolving credit facility.

We also consider our net debt plus shareholders' equity to be our net capitalization.

Net debt as a percentage of net capitalization was approximately 31% at December 31, 2020, up from the December 31, 2019 level of approximately 24%, largely on increased borrowings due in part to the funding of the FruitSmart acquisition in January 2020 and the Silva acquisition in October 2020, and up from the March 31, 2020 level of approximately 22%.

As of December 31, 2020, we had $95.4 million in cash and cash equivalents, our short-term debt totaled $129.6 million, and we were in compliance with all covenants of our debt agreements, which require us to maintain certain levels of tangible net worth and observe restrictions on debt levels.

As of December 31, 2020, we had $410 million available under a committed revolving credit facility that will mature in December 2023, and we had about $180 million in unused, uncommitted credit lines.

We also maintain an effective, undenominated universal shelf registration statement that provides for future issuance of additional securities.

We have no long-term debt maturing until fiscal year 2024.

Our seasonal working capital requirements for our tobacco business typically increase significantly between March and September and decline after mid-year.

From time to time, we use interest rate swap agreements to manage our exposure to changes in interest rates.

At December 31, 2020, the fair value of our outstanding interest rate swap agreements was a liability of about $33.9 million, and the notional amount swapped was $370 million.

We entered into these agreements to eliminate the variability of cash flows in the interest payments on our variable-rate term loans.

Under the swap agreements we receive variable rate interest and pay fixed rate interest.

The swaps are accounted for as cash flow hedges.

We generally account for our hedges of forecasted tobacco purchases as cash flow hedges.

At December 31, 2020, the fair value of our open hedges was a net asset of about $4.8 million.

We had forward contracts outstanding that were not designated as hedges, and the fair value of those contracts was a net asset of about $1.3 million at December 31, 2020.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis