What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-05-28 compared with 2020-05-28 · 31 added, 24 removed, 65 unchanged (46% of the section changed)

1 unchanged sentence

Common Equity

Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “UVV.” The following table sets forth the high and low sales prices per share of the common stock on the NYSE Composite Tape, based upon published financial sources, and the dividends declared on each share of common stock for the quarter indicated.

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

Fiscal Year Ended March 31, 2020

Cash dividends declared

Market price range:

Fiscal Year Ended March 31, 2019

Cash dividends declared

Market price range:

Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “UVV.”

Our current dividend policy anticipates the payment of quarterly dividends in the future.

6 unchanged sentences

Purchases of Equity Securities

As indicated in the following table, we repurchased shares of our common stock during the three-month period ended March 31, 2020 .

Total Number of Shares Repurchased

Average Price Paid Per Share (2)

As indicated in the following table, we did not repurchase shares of our common stock during the three-month period ended March 31, 2021.

Total Number of Shares Repurchased Average Price Paid Per Share (2)

Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs (3)

3 unchanged sentences

March 1-31, 2021 — — — 100,000,000

Total — $ — — $ 100,000,000

(1) Repurchases are based on the date the shares were traded.

1 unchanged sentence

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

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.

This stock repurchase program will expire on the earlier of November 15, 2020, or when we have exhausted the funds authorized for the program.

(3) A stock repurchase plan, which was authorized by our Board of Directors, became effective and was publicly announced on November 5, 2020.

This stock repurchase plan authorizes the purchase of up to $100 million in common and/or preferred stock in open market or privately negotiated transactions through November 15, 2022 or when we have exhausted the funds authorized for the program, subject to market conditions and other factors.

Selected Financial Data

Fiscal Year Ended March 31,

2021 2020 2019 2018 2017

(in thousands, except share and per share data, ratios, and number of shareholders)

3 unchanged sentences

Segment operating income (1)

$ 169,199 $ 138,121 $ 186,772 $ 179,950 $ 188,534

Net income $ 96,314 $ 78,003 $ 110,134 $ 116,168 $ 112,506

Net income attributable to Universal Corporation (2)

$ 87,410 $ 71,680 $ 104,121 $ 105,662 $ 106,304

Earnings available to Universal Corporation common shareholders $ 87,410 $ 71,680 $ 104,121 $ 105,662 $ 20,890

2 unchanged sentences

Universal Corporation common shareholders:

Basic $ 3.55 $ 2.87 $ 4.14 $ 4.18 $ 0.89

Diluted $ 3.53 $ 2.86 $ 4.11 $ 4.14 $ 0.88

Financial Position at Year End

Current ratio 5.31 5.53 6.26 5.94 5.83

Total assets $ 2,341,924 $ 2,120,921 $ 2,133,184 $ 2,168,632 $ 2,123,405

Long-term debt $ 518,172 $ 368,764 $ 368,503 $ 369,086 $ 368,733

3 unchanged sentences

Weighted average common shares outstanding:

Basic 24,656,009 24,982,259 25,129,192 25,274,975 23,433,860

Diluted 24,788,566 25,106,351 25,330,437 25,508,144 23,770,088

Dividends per share of convertible perpetual preferred stock (annual) (3)

$ — $ — $ — $ — $ 50.63

Dividends per share of common stock (annual) $ 3.08 $ 3.04 $ 3.00 $ 2.18 $ 2.14

6 unchanged sentences

Significant items included in the operating results in the above table are as follows:

• Fiscal Year 2021 – $22.6 million of restructuring and impairment costs, primarily related to the termination of operations at CIFI, as well as other restructurings and impairments in the Tobacco operations segment.

The restructuring and impairment costs included employee termination benefits, as well as impairment charges related to certain property, plant, equipment, as well as other current and noncurrent assets.

The restructuring and impairment costs reduced net income by $17.8 million, or $0.72 per diluted share.

We incurred $3.9 million of non-tax deductible transaction costs associated with the acquisition of Silva that reduced diluted earnings per share by $0.16.

We recognized a $2.8 million expense in cost of goods sold relating to the expensing of a fair value adjustment to inventory associated with the initial acquisition accounting for Silva that reduced diluted earnings per share by $0.11.

We reversed a portion of the contingent consideration liability for the FruitSmart acquisition, as a result of

certain performance metrics that did not meet the required threshold stipulated in the purchase agreement that increased net income by $4.2 million, or $0.17 per diluted share.

We recognized an income tax settlement charge related to operations at a foreign subsidiary that reduced net income by $1.8 million, or $0.08 per diluted share.

In addition, we benefited from an income tax benefit of $4.4 million related to final U.S.

tax regulations on certain dividends paid by foreign subsidiaries.

The reduction in income tax expense increased diluted earnings per share by $0.18.

On a combined basis, the net effect of these items decreased net income by $17.8 million, or $0.72 per diluted share.

• Fiscal Year 2020 – $7.5 million of restructuring and impairment costs, primarily related to our tobacco operations in North Carolina and Africa.

The restructuring and impairment costs included employee termination benefits, as well as impairment charges related to certain property, plant, equipment, and noncurrent assets.The restructuring and impairment costs reduced net income by $6.3 million , or $0.25 per diluted share.

The restructuring and impairment costs included employee termination benefits, as well as impairment charges related to certain property, plant, equipment, and noncurrent assets.

The restructuring and impairment costs reduced net income by $6.3 million, or $0.25 per diluted share.

We incurred $4.7 million of non-tax deductible transaction costs associated with the acquisition of FruitSmart that reduced diluted earnings per share by $0.19.

We recognized a $2.7 million expense in cost of goods sold relating to the expensing of a fair value adjustment to inventory associated with the initial acquisition accounting for FruitSmart, that reduced net income by $2.1 million, or $0.08 per diluted share.

Additionally, income tax expense included $2.8 million for the settlement of an income tax matter related

to a foreign subsidiary that reduced diluted earnings per share by $0.11 .

Additionally, income tax expense included $2.8 million for the settlement of an income tax matter related to a foreign subsidiary that reduced diluted earnings per share by $0.11.

On a combined basis, the net effect of these items decreased net income by $15.9 million, or $0.63 per diluted share.

14 unchanged sentences

The reduction in earnings available to common shareholders decreased diluted earnings per share by $2.99.

Fiscal Year 2016 – a $3.4 million pretax gain arising from the acquisition of a joint venture partner's 50% ownership interest in a tobacco processing entity in Guatemala.

The transaction increased our ownership interest in the entity to 100%, requiring us to consolidate the financial statements of the entity and to remeasure our original 50% ownership interest to fair value, resulting in the gain.

In addition, we recorded restructuring and impairment costs of $2.4 million related to a decision to significantly scale back our operations in Zambia.

The net effect of the gain and the restructuring and impairment costs increased pretax income by $1.0 million and net income by $0.7 million , or $0.02 per diluted share.

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-K

Item 5. Market for Registrant’s Common Equity