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 June 30, 2022 2021 (Unaudited) Sales and other operating revenues $ 429,822 $ 350,029 Costs and expenses Cost of goods sold 350,104 287,556 Selling, general and administrative expenses 66,452 49,844 Restructuring and impairment costs — 2,024 Operating income 13,266 10,605 Equity in pretax earnings (loss) of unconsolidated affiliates ( 553 ) 609 Other non-operating income (expense) ( 62 ) 48 Interest income 237 73 Interest expense 6,724 6,208 Income before income taxes and other items 6,164 5,127 Income taxes 3,363 1,215 Net income 2,801 3,912 Less: net loss (income) attributable to noncontrolling interests in subsidiaries 4,029 2,445 Net income attributable to Universal Corporation $ 6,830 $ 6,357 Earnings per share: Basic $ 0.28 $ 0.26 Diluted $ 0.27 $ 0.26 Weighted average common shares outstanding: Basic 24,769,015 24,694,489 Diluted 24,935,554 24,852,151 Total comprehensive income (loss), net of income taxes $ ( 1,283 ) $ 12,746 Less: comprehensive (income) loss attributable to noncontrolling interests 4,358 2,416 Comprehensive income (loss) attributable to Universal Corporation $ 3,075 $ 15,162 Dividends declared per common share $ 0.79 $ 0.78 See accompanying notes. 3 UNIVERSAL CORPORATION CONSOLIDATED BALANCE SHEETS (in thousands of dollars) June 30, June 30, March 31, 2022 2021 2022 (Unaudited) (Unaudited) ASSETS Current assets Cash and cash equivalents $ 86,566 $ 84,688 $ 81,648 Accounts receivable, net 319,114 279,900 385,437 Advances to suppliers, net 99,875 70,377 129,838 Accounts receivable—unconsolidated affiliates 48,512 52,047 4,540 Inventories—at lower of cost or net realizable value: Tobacco 1,080,362 874,381 822,513 Other 198,966 140,249 194,161 Prepaid income taxes 11,370 17,804 13,095 Other current assets 90,380 85,016 116,779 Total current assets 1,935,145 1,604,462 1,748,011 Property, plant and equipment Land 23,872 23,439 23,959 Buildings 294,179 293,734 293,935 Machinery and equipment 669,967 661,753 668,451 988,018 978,926 986,345 Less accumulated depreciation ( 642,918 ) ( 627,279 ) ( 641,227 ) 345,100 351,647 345,118 Other assets Operating lease right-of-use assets 41,099 31,281 40,243 Goodwill, net 213,902 173,041 213,998 Other intangibles, net 89,352 69,905 92,571 Investments in unconsolidated affiliates 75,188 85,064 81,006 Deferred income taxes 14,532 18,013 11,616 Pension asset 12,704 11,764 12,667 Other noncurrent assets 52,356 50,916 41,115 499,133 439,984 493,216 Total assets $ 2,779,378 $ 2,396,093 $ 2,586,345 See accompanying notes. 4 UNIVERSAL CORPORATION CONSOLIDATED BALANCE SHEETS (in thousands of dollars) June 30, June 30, March 31, 2022 2021 2022 (Unaudited) (Unaudited) LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Notes payable and overdrafts $ 454,659 $ 153,337 $ 182,639 Accounts payable and accrued expenses 235,618 158,013 272,042 Accounts payable—unconsolidated affiliates 88 18 5,308 Customer advances and deposits 19,438 9,307 13,724 Accrued compensation 15,933 18,576 27,281 Income taxes payable 5,708 5,919 7,427 Current portion of operating lease liabilities 10,568 7,998 10,303 Current portion of long-term debt — — — Total current liabilities 742,012 353,168 518,724 Long-term debt 518,798 518,297 518,547 Pensions and other postretirement benefits 51,528 55,622 52,890 Long-term operating lease liabilities 28,727 20,826 29,617 Other long-term liabilities 30,024 59,815 34,464 Deferred income taxes 48,230 46,810 47,334 Total liabilities 1,419,319 1,054,538 1,201,576 Shareholders’ equity Universal Corporation: Preferred stock: Series A Junior Participating Preferred Stock, no par value, 500,000 shares authorized, none issued or outstanding — — — Common stock, no par value, 100,000,000 shares authorized 24,605,889 shares issued and outstanding at June 30, 2022 ( 24,577,254 at June 30, 2021 and 24,550,019 at March 31, 2022) 332,520 327,471 330,662 Retained earnings 1,081,309 1,074,586 1,094,192 Accumulated other comprehensive loss ( 88,066 ) ( 98,232 ) ( 84,311 ) Total Universal Corporation shareholders' equity 1,325,763 1,303,825 1,340,543 Noncontrolling interests in subsidiaries 34,296 37,730 44,226 Total shareholders' equity 1,360,059 1,341,555 1,384,769 Total liabilities and shareholders' equity $ 2,779,378 $ 2,396,093 $ 2,586,345 See accompanying notes. 5 UNIVERSAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands of dollars) Three Months Ended June 30, 2022 2021 (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 2,801 $ 3,912 Adjustments to reconcile net income to net cash used by operating activities: Depreciation and amortization 14,129 12,058 Net provision for losses (recoveries) on advances to suppliers ( 42 ) ( 328 ) Foreign currency remeasurement (gain) loss, net ( 968 ) 506 Foreign currency exchange contracts 9,920 1,127 Restructuring and impairment costs — 2,024 Restructuring payments — ( 1,776 ) Other, net 7,001 ( 2,726 ) Changes in operating assets and liabilities, net ( 258,612 ) ( 141,720 ) Net cash provided (used) by operating activities ( 225,771 ) ( 126,923 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant and equipment ( 15,070 ) ( 14,428 ) Proceeds from sale of business, net of cash held by the business 1,168 — Proceeds from sale of property, plant and equipment 292 1,589 Net cash used by investing activities ( 13,610 ) ( 12,839 ) CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of short-term debt, net 271,663 49,439 Dividends paid to noncontrolling interests ( 5,145 ) ( 980 ) Dividends paid on common stock ( 19,155 ) ( 18,876 ) Other ( 1,892 ) ( 2,432 ) Net cash provided (used) by financing activities 245,471 27,151 Effect of exchange rate changes on cash, restricted cash and cash equivalents ( 1,172 ) 78 Net decrease in cash, restricted cash and cash equivalents 4,918 ( 112,533 ) Cash, restricted cash and cash equivalents at beginning of year 87,648 203,221 Cash, restricted cash and cash equivalents at end of period $ 92,566 $ 90,688 Supplemental Information: Cash and cash equivalents $ 86,566 $ 84,688 Restricted cash (Other noncurrent assets) 6,000 6,000 Total cash, restricted cash and cash equivalents $ 92,566 $ 90,688 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 a global business-to-business agri-products supplier to consumer product manufacturers. The Company is the leading global leaf tobacco supplier and provides high-quality plant-based ingredients to food and beverage end markets. Because of the seasonal nature of the Company’s business, the results of operations for any fiscal quarter will not necessarily be indicative of results to be expected for other quarters or a full fiscal year. All adjustments necessary to state fairly the results for the period have been included and were of a normal recurring nature. This Form 10-Q should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022. The extent to which the ongoing COVID-19 pandemic will impact the Company's financial condition, results of operations and demand for its products and services will depend on future developments, which are highly uncertain and cannot be predicted. Such developments may include the ongoing geographic spread and mutations 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 June 30, 2022, 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 its products and services. NOTE 2. ACCOUNTING PRONOUNCEMENTS Pronouncements to be Adopted in Future Periods 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 Acquisition of Shank's Extracts, LLC On October 4, 2021, the Company acquired 100 % of the capital stock of Shank's Extracts, LLC. (“Shank's”), a flavors and extracts processing company , for approximately $ 100 million in cash and $ 2.4 million of additional working capital on-hand at the date of acquisition. The acquisition of Shank's diversifies the Company's product offerings and generates new opportunities for its plant-based ingredients platform. A portion of the goodwill recorded as part of the acquisition was attributable to the assembled workforce of Shank's. The goodwill and intangibles recognized for the Shank's acquisition are deductible for U.S. income tax purposes. The transaction was treated as an asset acquisition for U.S. Federal tax purposes, resulting in a step-up of tax basis to fair value. The Company determined the Shank's operations are not material to the Company’s consolidated results. Therefore, pro forma information is not presented. For the fiscal year ended March 31, 2022, the Company incurred $ 2.3 million of acquisition-related transaction costs for the purchase of Shank's. The acquisition-related costs were expensed as incurred and recorded in selling, general, and administrative expense on the consolidated statements of income. In November 2021, the Company acquired the land and buildings utilized by Shank's operations for $ 13.3 million. The purchase of the land and buildings resulted in the elimination of the $ 8.5 million operating lease right-of-use asset and lease liability recognized on the acquisition date for Shank's. 7 The following table summarizes the final purchase price allocation of the assets acquired and liabilities assumed for the Shank's acquisition. (in thousands of dollars) Shank's October 4, 2021 Assets Cash and cash equivalents $ 754 Accounts receivable, net 6,643 Inventory 15,792 Other current assets 415 Property, plant and equipment (net) 11,000 Operating lease right-of-use assets 8,531 Intangibles Customer relationships 24,000 Developed technology 4,500 Non-compete agreements 3,000 Goodwill 41,061 Total assets acquired 115,696 Liabilities Accounts payable and accrued expenses 6,159 Customer advances and deposits 351 Accrued compensation 655 Current portion of operating lease liabilities 8,531 Total liabilities assumed 15,696 Total assets acquired and liabilities assumed $ 100,000 NOTE 4. RESTRUCTURING AND IMPAIRMENT COSTS Universal continually reviews its business for opportunities to realize efficiencies, reduce costs, and realign its operations in response to business changes. Restructuring and impairment costs are periodically incurred in connection with those activities. There were no restructuring and impairment costs incurred for the three months ended June 30, 2022. Tobacco Operations During the three months ended June 30, 2021, the Company incurred $ 1.5 million of termination and impairment costs associated with restructuring of tobacco buying and administrative operations in Africa. Ingredients Operations During the three months ended June 30, 2021, the Company incurred $ 0.5 million of impairment costs on property, plant, and equipment associated with wind-down of our subsidiary, Carolina Innovative Food Ingredients, Inc. (“CIFI”), a sweet potato processing operation located in Nashville, North Carolina that was announced in fiscal year 2021. NOTE 5. REVENUE FROM CONTRACTS WITH CUSTOMERS The majority of the Company’s consolidated revenue consists of sales of processed leaf tobacco to customers. The Company also earns revenue from processing leaf tobacco owned by customers and from various other services provided to customers. Additionally, the Company has fruit and vegetable processing operations, as well as flavor and extract services that 8 provide customers with a range of food ingredient products. Payment terms with customers vary depending on customer creditworthiness, product types, services provided, and other factors. Contract durations and payment terms for all revenue categories generally do not exceed one year. Therefore, the Company has applied a practical expedient to not adjust the transaction price for the effects of financing components, as the Company expects that the period from the time the revenue for a transaction is recognized to the time the customer pays for the related good or service transferred will be one year or less. 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. Ingredient Sales In recent fiscal years, the Company has diversified operations through acquisition of established companies that offer customers a wide range of both liquid and dehydrated fruit and vegetable ingredient products, flavors, and extracts. These operations procure raw materials from domestic and international growers and suppliers and through a variety of processing steps including sorting, cleaning, pressing, mixing, extracting, and blending to manufacture finished goods utilized in both human and pet food. The contracts for food ingredients with customers create a performance obligation to transfer the manufactured finished goods to the customer. Transaction prices for the sale of food ingredients are primarily based on negotiated fixed prices. At the point in time that the customer obtains control over the finished product, which is typically aligned with physical shipment under the contractual terms with the customer, the Company completes its performance obligation and recognizes the revenue for the sale. Processing Revenue Processing and packing of customer-owned tobacco and ingredients is a short-duration process. Processing charges are primarily based on negotiated fixed prices per unit of weight processed. Under normal operating conditions, customer-owned raw materials that are placed into the production line exits as processed and packed product and is then later transported to customer-designated transfer locations. The revenue for these services is recognized when the performance obligation is satisfied, which is generally when processing is completed. The Company’s operating history and contract analyses indicate that customer requirements for processed tobacco and food ingredients products are consistently met upon completion of processing. Other 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 products, storage, and tobacco cutting services for select manufacturers. These other arrangements and operations are a much smaller portion of the Company’s business, and are separate and distinct contractual agreements from the Company’s tobacco and food ingredients sales or third-party processing arrangements with customers. The transaction prices and timing of revenue recognition of these items are determined by the specifics of each contract. 9 Disaggregation of Revenue from Contracts with Customers The following table disaggregates the Company’s revenue by significant revenue-generating category: Three Months Ended June 30, (in thousands of dollars) 2022 2021 Tobacco sales $ 320,017 $ 270,264 Ingredient sales 77,546 51,888 Processing revenue 19,492 16,696 Other sales and revenue from contracts with customers 12,067 10,765 Total revenue from contracts with customers 429,122 349,613 Other operating sales and revenues 700 416 Consolidated sales and other operating revenues $ 429,822 $ 350,029 Other operating sales and revenues consists principally of interest on advances to suppliers. NOTE 6. OTHER CONTINGENT LIABILITIES AND OTHER MATTERS Other Contingent Liabilities Other Contingent Liabilities (Letters of credit) The Company had other contingent liabilities totaling approximately $ 1 million at June 30, 2022, primarily related to outstanding letters of credit. Value-Added Tax Assessments in Brazil As further discussed below, the Company’s local operating subsidiaries pay significant amounts of value-added tax (“VAT”) in connection with their operations, which generate tax credits that they normally are entitled to recover through offset, refund, or sale to third parties. In Brazil, VAT is assessed at the state level when green tobacco is transferred between states. The Company’s operating subsidiary there pays VAT when tobaccos grown in the states of Santa Catarina and Parana are transferred to its factory in the state of Rio Grande do Sul for processing. The subsidiary has received assessments for additional VAT plus interest and penalties from tax authorities for the states of Santa Catarina and Parana based on audits of the subsidiary’s VAT filings for specified periods. In June 2011, tax authorities for the state of Santa Catarina issued assessments for tax, interest, and penalties for periods from 2006 through 2009 totaling approximately $ 9 million. In September 2014, tax authorities for the state of Parana issued an assessment for tax, interest, and penalties for periods from 2009 through 2014 totaling approximately $ 11 million. Those amounts are based on the exchange rate for the Brazilian currency at June 30, 2022. Management of the operating subsidiary and outside counsel believe that errors were made by the tax authorities for both states in determining all or significant portions of these assessments and that various defenses support the subsidiary’s positions. With respect to the Santa Catarina assessments, the subsidiary took appropriate steps to contest the full amount of the claims. As of June 30, 2022, a portion of the subsidiary’s arguments had been accepted, and the outstanding assessment had been reduced. The reduced assessment, together with the related accumulated interest through the end of the current reporting period, totaled approximately $ 9 million (at the June 30, 2022 exchange rate). The subsidiary is continuing to contest the full remaining amount of the assessment. While the range of reasonably possible loss is zero up to the full $ 9 million remaining assessment with interest, based on the strength of the subsidiary’s defenses, no loss within that range is considered probable at this time and no liability has been recorded at June 30, 2022. With respect to the Parana assessment, management of the subsidiary and outside counsel challenged the full amount of the claim. A significant portion of the Parana assessment was based on positions taken by the tax authorities that management and outside counsel believe deviate significantly from the underlying statutes and relevant case law. In addition, under the law, the subsidiary’s tax filings for certain periods covered in the assessment were no longer open to any challenge by the tax authorities. In December 2015, the Parana tax authorities withdrew the initial claim and subsequently issued a new assessment covering the same tax periods, reflecting a substantial reduction from the original assessment. In fiscal year 2020, the Parana tax authorities acknowledged the statute of limitations related to claims prior to December 2010 had expired and reduced the assessment to $ 3 million (at the June 30, 2022 exchange rate). Notwithstanding the reduced assessment, management and outside counsel continue to believe that the new assessment is not supported by the underlying statutes and relevant case law and have 10 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 June 30, 2022. In both states, the process for reaching a final resolution to the assessments is expected to be lengthy, and management is not currently able to predict when either case will be concluded. Should the subsidiary ultimately be required to pay any tax, interest, or penalties in either case, the portion paid for tax would generate VAT credits that the subsidiary may be able to recover. Other Legal and Tax Matters Various subsidiaries of the Company are involved in litigation and tax examinations incidental to their business activities. While the outcome of these matters cannot be predicted with certainty, management is vigorously defending the matters and does not currently expect that any of them will have a material adverse effect on the Company’s business or financial position. However, should one or more of these matters be resolved in a manner adverse to management’s current expectation, the effect on the Company’s results of operations for a particular fiscal reporting period could be material. Advances to Suppliers In many sourcing origins where the Company operates, it provides agronomy services and seasonal advances of seed, seedlings, fertilizer, and other supplies to tobacco farmers for crop production, or makes seasonal cash advances to farmers for the procurement of those inputs. These advances are short term, are repaid upon delivery of tobacco to the Company, and are reported in advances to suppliers in the consolidated balance sheets. In several origins, the Company has made long-term advances to tobacco farmers to finance curing barns and other farm infrastructure. In some years, due to low crop yields and other factors, individual farmers may not deliver sufficient volumes of tobacco to fully repay their seasonal advances, and the Company may extend repayment of those advances into future crop years. The long-term portion of advances is included in other noncurrent assets in the consolidated balance sheets. Both the current and the long-term portions of advances to suppliers are reported net of allowances recorded when the Company determines that amounts outstanding are not likely to be collected. Short-term and long-term advances to suppliers totaled $ 120 million at June 30, 2022, $ 92 million at June 30, 2021, and $ 153 million at March 31, 2022. The related valuation allowances totaled $ 17 million at June 30, 2022, $ 18 million at June 30, 2021, and $ 19 million at March 31, 2022, and were estimated based on the Company’s historical loss information and crop projections. The allowances were increased by net recoveries of approximately $ 42 thousand and $ 328 thousand in the three-month periods ended June 30, 2022 and 2021, respectively. These net recoveries and provisions are included in selling, general, and administrative expenses in the consolidated statements of income. Interest on advances is recognized in earnings upon the farmers’ delivery of tobacco in payment of principal and interest. Recoverable Value-Added Tax Credits In many foreign countries, the Company’s local operating subsidiaries pay significant amounts of VAT on purchases of unprocessed and processed tobacco, crop inputs, packing materials, and various other goods and services. In some countries, VAT is a national tax, and in other countries it is assessed at the state level. Items subject to VAT vary from jurisdiction to jurisdiction, as do the rates at which the tax is assessed. When tobacco is sold to customers in the country of origin, the operating subsidiaries generally collect VAT on those sales. The subsidiaries are normally permitted to offset their VAT payments against the collections and remit only the incremental VAT collections to the tax authorities. When tobacco is sold for export, VAT is normally not assessed. In countries where tobacco sales are predominately for export markets, VAT collections generated on downstream sales are often not sufficient to fully offset the subsidiaries’ VAT payments. In those situations, unused VAT credits can accumulate. Some jurisdictions have procedures that allow companies to apply for refunds of unused VAT credits from the tax authorities, but the refund process often takes an extended period of time and it is not uncommon for refund applications to be challenged or rejected in part on technical grounds. Other jurisdictions may permit companies to sell or transfer unused VAT credits to third parties in private transactions, although approval for such transactions must normally be obtained from the tax authorities, limits on the amounts that can be transferred may be imposed, and the proceeds realized may be heavily discounted from the face value of the credits. Due to these factors, local operating subsidiaries in some countries can accumulate significant balances of VAT credits over time. The Company reviews these balances on a regular basis and records valuation allowances on the credits to reflect amounts that are not expected to be recovered, as well as discounts anticipated on credits that are expected to be sold or transferred. At June 30, 2022, the aggregate balance of recoverable tax credits held by the Company’s subsidiaries totaled approximately $ 77 million ($ 61 million at June 30, 2021, and $ 67 million at March 31, 2022), and the related valuation allowances totaled approximately $ 22 million ($ 19 million at June 30, 2021, and $ 21 million at March 31, 2022). The net balances are reported in other current assets and other noncurrent assets in the consolidated balance sheets. 11 Long-Term Debt At June 30, 2022, the Company had a $ 225 million five-year term loan maturing December 2023 and a $ 295 million seven-year term loan maturing December 2025. Under the senior unsecured bank credit facility, $ 150 million of terms loans bear interest at variable rates plus a margin based on the Company's credit metrics and interest payments remained unhedged at June 30, 2022. The Company maintains receive-floating/pay-fixed interest rates swap agreements for a portion of the outstanding five and seven-year term loans. See Note 11 for additional information on outstanding interest rate swap agreements. Shelf Registration and Stock Repurchase Plan In November 2020, the Company filed an undenominated automatic universal shelf registration statement with the U.S. Securities and Exchange Commission to provide for the future issuance of an undefined amount of securities as determined by the Company and offered in one or more prospectus supplements prior to issuance. A stock repurchase plan, which was authorized by the Company's Board of Directors, became effective and was publicly announced on November 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 funds for the program have been exhausted, subject to market conditions and other factors. The program had $ 97 million of remaining capacity for repurchases of common and/or preferred stock at June 30, 2022. Sale of Idled Tanzania Operations During the three months ended June 30, 2022, the Company entered into a sales agreement to sell all outstanding common stock, which included all properties, of the idled companies in Tanzania for $ 8.5 million. The Company received $ 1.3 million when the transaction closed in June 2022. The remaining proceeds will be received in installments by June 2023. NOTE 7. EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended June 30, (in thousands, except share and per share data) 2022 2021 Basic Earnings Per Share Numerator for basic earnings per share Net income attributable to Universal Corporation $ 6,830 $ 6,357 Denominator for basic earnings per share Weighted average shares outstanding 24,769,015 24,694,489 Basic earnings per share $ 0.28 $ 0.26 Diluted Earnings Per Share Numerator for diluted earnings per share Net income attributable to Universal Corporation $ 6,830 $ 6,357 Denominator for diluted earnings per share: Weighted average shares outstanding 24,769,015 24,694,489 Effect of dilutive securities Employee and outside director share-based awards 166,539 157,662 Denominator for diluted earnings per share 24,935,554 24,852,151 Diluted earnings per share $ 0.27 $ 0.26 12 NOTE 8. INCOME TAXES The Company operates in the United States and many foreign countries and is subject to the tax laws of many jurisdictions. Changes in tax laws or the interpretation of tax laws can affect the Company’s earnings, as can the resolution of pending and contested tax issues. The Company's consolidated effective income tax rate is affected by 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 Company's consolidated effective income tax rate for the three months ended June 30, 2022 was 54.6 %. The consolidated effective income tax rate for the three months ended June 30, 2022 was affected by the sale of the idled Tanzania operations that resulted in $ 1.1 million of additional income taxes. Without this item, them consolidated effective income tax rate for the three months ended June 30, 2022 would have been approximately 36.2 %. Additionally, the sale of the idled Tanzania operations resulted in a $ 1.8 million reduction to consolidated interest expense related to the removal of an uncertain tax position. The Company's consolidated effective income tax rate for the three months ended June 30, 2021 was 23.7 %. There were no discrete items that impacted the income tax provision for the three months ended June 30, 2021. NOTE 9. GOODWILL AND OTHER INTANGIBLES The Company's changes in goodwill at June 30, 2022 and 2021 consisted of the following: (in thousands of dollars) Three Months Ended June 30, 2022 2021 Balance at beginning of fiscal year $ 213,998 $ 173,051 Foreign currency translation adjustment ( 96 ) ( 10 ) Balance at end of period $ 213,902 $ 173,041 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 June 30, 2022 and 2021 and at March 31, 2022: (in thousands, except useful life) June 30, 2022 Useful Life (years) Gross Carrying Value Accumulated Amortization Net Carrying Value Customer relationships 11 — 13 $ 86,500 $ ( 11,895 ) $ 74,605 Trade names 5 11,100 ( 4,380 ) 6,720 Developed technology 3 — 13 9,300 ( 4,260 ) 5,040 Noncompetition agreements 4 — 5 4,000 ( 1,063 ) 2,937 Other 5 690 ( 640 ) 50 Total intangible assets $ 111,590 $ ( 22,238 ) $ 89,352 June 30, 2021 Useful Life (years) Gross Carrying Value Accumulated Amortization Net Carrying Value Customer relationships 11 — 13 $ 62,500 $ ( 4,710 ) $ 57,790 Trade names 5 11,100 ( 2,160 ) 8,940 Developed technology 3 4,800 ( 2,400 ) 2,400 Noncompetition agreements 5 1,000 ( 300 ) 700 Other 5 777 ( 702 ) 75 Total intangible assets $ 80,177 $ ( 10,272 ) $ 69,905 13 March 31, 2022 Useful Life (years) Gross Carrying Value Accumulated Amortization Net Carrying Value Customer relationships (1) 11 — 13 $ 86,500 $ ( 9,963 ) $ 76,537 Trade names 5 11,100 ( 3,825 ) 7,275 Developed technology (1) 3 — 13 9,300 ( 3,773 ) 5,527 Noncompetition agreements (1) 4 — 5 4,000 ( 825 ) 3,175 Other 5 736 ( 679 ) 57 Total intangible assets $ 111,636 $ ( 19,065 ) $ 92,571 (1) On October 4, 2021, the Company acquired 100 % of the capital stock of Shank's for approximately $ 100 million in cash and $ 2.4 million of additional working capital on-hand at the date of acquisition. The Shank's acquisition resulted in $ 31.5 million of intangible assets. 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 months ended June 30, 2022 and 2021 was: (in thousands of dollars) Three Months Ended June 30, 2022 2021 Amortization Expense $ 3,173 $ 2,403 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 other intangible assets is recorded in selling, general, and administrative expenses in the consolidated statements of income. As of June 30, 2022, the expected future amortization expense for intangible assets is as follows: Fiscal Year (in thousands of dollars) 2023 (excluding the three months ended June 30, 2022) $ 9,263 2024 11,268 2025 11,812 2026 8,452 2027 and thereafter 48,557 Total expected future amortization expense $ 89,352 NOTE 10. LEASES The Company, as a lessee, enters into operating leases for land, buildings, equipment, and vehicles. For all operating leases with terms greater than 12 months and with fixed payment arrangements, a lease liability and corresponding right-of-use asset are recognized in the balance sheet for the term of the lease by calculating the net present value of future lease payments. On the date of lease commencement, the present value of lease liabilities is determined by discounting the future lease payments by the Company’s collateralized incremental borrowing rate, adjusted for the lease term and currency of the lease payments. If a lease contains a renewal option that the Company is reasonably certain to exercise, the Company accounts for the original lease term and expected renewal term in the calculation of the lease liability and right-of-use asset. 14 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) June 30, 2022 June 30, 2021 March 31, 2022 Assets Operating lease right-of-use assets $ 41,099 $ 31,281 $ 40,243 Liabilities Current portion of operating lease liabilities $ 10,568 $ 7,998 $ 10,303 Long-term operating lease liabilities 28,727 20,826 29,617 Total operating lease liabilities $ 39,295 $ 28,824 $ 39,920 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 June 30, (in thousands of dollars) 2022 2021 Income Statement Location Cost of goods sold $ 2,704 $ 2,578 Selling, general, and administrative expenses 2,503 2,305 Total operating lease costs (1) $ 5,207 $ 4,883 (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) June 30, 2022 Maturity of Operating Lease Liabilities 2023 (excluding the three months ended June 30, 2022) $ 9,459 2024 10,714 2025 8,523 2026 5,285 2027 4,075 2028 and thereafter 8,558 Total undiscounted cash flows for operating leases $ 46,614 Less: Imputed interest ( 7,319 ) Total operating lease liabilities $ 39,295 As of June 30, 2022, 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 June 30, (in thousands, except lease term and incremental borrowing rate) 2022 2021 Supplemental Cash Flow Information Cash paid for amounts included in the measurement of operating lease liabilities $ 3,290 $ 2,777 Right-of-use assets obtained in exchange for new operating leases 4,527 2,741 Weighted Average Remaining Lease Term (years) 5.31 5.44 Weighted Average Collateralized Incremental Borrowing Rate 5.81 % 4.12 % NOTE 11. DERIVATIVES AND HEDGING ACTIVITIES Universal is exposed to various risks in its worldwide operations and uses derivative financial instruments to manage two specific types of risks – interest rate risk and foreign currency exchange rate risk. Interest rate risk has been managed by entering into interest rate swap agreements, and foreign currency exchange rate risk has been managed by entering into forward and option foreign currency exchange contracts. However, the Company’s policy also permits other types of derivative instruments. In addition, foreign currency exchange rate risk is also managed through strategies that do not involve derivative instruments, such as using local borrowings and other approaches to minimize net monetary positions in non-functional currencies. The disclosures below provide additional information about the Company’s hedging strategies, the derivative instruments used, and the effects of these activities on the consolidated statements of income and comprehensive income and the consolidated balance sheets. In the consolidated statements of cash flows, the cash flows associated with all of these activities are reported in net cash provided by operating activities. Cash Flow Hedging Strategy for Interest Rate Risk In 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 June 30, 2022, the total notional amount of the interest rate swaps was $ 370 million, which corresponded with the original outstanding balance of the term loans. During the third quarter of fiscal year 2021, the Company converted $ 150 million from the balance in its revolving credit line into the existing term loans, splitting the balance equally between them. At June 30, 2022, the Company is not hedging the interest payments on the additional $ 150 million of term loans. The increase to the principal balance of the term loans does not have an impact to the effectiveness analysis of the interest rate swap agreements. 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 was amortized from accumulated other comprehensive loss into earnings as a reduction of interest expense through the original maturity dates of those agreements. As of June 30, 2022, the entire deferred gain has been amortized. Cash Flow Hedging Strategy for Foreign Currency Exchange Rate Risk Related to Sales of Crop Inputs, Forecast Purchases of Tobacco, and Related Processing Costs The majority of the tobacco production in most countries outside the United States where Universal operates is sold in export markets at prices denominated in U.S. dollars. However, sales of crop inputs (such as seeds and fertilizers) to farmers, purchases of tobacco from farmers, and most processing costs (such as labor and energy) in those countries are usually denominated in the local currency. Changes in exchange rates between the U.S. dollar and the local currencies where tobacco is grown and processed affect the ultimate U.S. dollar sales of crop inputs and cost of processed tobacco. From time to time, the Company enters into forward and option contracts to buy U.S. dollars and sell the local currency at future dates that coincide with the sale of crop inputs to farmers. In the case of forecast purchases of tobacco and the related processing costs, the Company enters into forward and option contracts to sell U.S. dollars and buy the local currency at future dates that coincide with the expected timing of a portion of the tobacco purchases and processing costs. These strategies offset the variability of future U.S. 16 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. The aggregate U.S. dollar notional amount of forward and option contracts entered into for these purposes during the three-month periods in fiscal years 2023 and 2022 was as follows: Three Months Ended June 30, (in millions of dollars) 2022 2021 Tobacco purchases $ — $ 42.0 Processing costs 1.0 10.2 Crop input sales — 20.8 Total $ 1.0 $ 73.0 Fluctuations in exchange rates and in the amount and timing of fixed-price orders from customers for their purchases from individual crop years routinely cause variations in the U.S. dollar notional amount of forward contracts entered into from one year to the next. All contracts related to tobacco purchases and crop input sales were designated and qualified as hedges of the future cash flows associated with the forecast purchases of tobacco. As a result, changes in fair values of the forward contracts have been recognized in comprehensive income as they occurred, but only recognized in earnings as a component of cost of goods sold upon sale of the related tobacco to third-party customers. The table below presents the expected timing of when the remaining accumulated other comprehensive gains and losses as of June 30, 2022 for cash flows hedges of tobacco purchases and crop input sales are expected to be recognized in earnings. Hedging Program Crop Year Geographic Location(s) Fiscal Year Earnings Tobacco purchases 2023 Brazil 2024 Tobacco purchases 2022 Brazil, Africa 2023 Tobacco purchases 2021 Brazil 2023 Crop input sales 2023 Brazil 2024 Crop input sales 2022 Brazil 2023 Forward contracts related to processing costs have not been designated as hedges, and gains and losses on those contracts have been recognized in earnings on a mark-to-market basis. Hedging Strategy for Foreign Currency Exchange Rate Risk Related to Net Local Currency Monetary Assets and Liabilities of Foreign Subsidiaries Most of the Company’s foreign subsidiaries transact the majority of their sales in U.S. dollars and finance the majority of their operating requirements with U.S. dollar borrowings, and therefore use the U.S. dollar as their functional currency. These subsidiaries normally have certain monetary assets and liabilities on their balance sheets that are denominated in the local currency. Those assets and liabilities can include cash and cash equivalents, accounts receivable and accounts payable, advances to farmers and suppliers, deferred income tax assets and liabilities, recoverable value-added taxes, operating lease liabilities, and other items. Net monetary assets and liabilities denominated in the local currency are remeasured into U.S. dollars each reporting period, generating gains and losses that the Company records in earnings as a component of selling, general, and administrative expenses. The level of net monetary assets or liabilities denominated in the local currency normally fluctuates throughout the year based on the operating cycle, but it is most common for monetary assets to exceed monetary liabilities, sometimes by a significant amount. When this situation exists and the local currency weakens against the U.S. dollar, remeasurement losses are generated. Conversely, remeasurement gains are generated on a net monetary asset position when the local currency strengthens against the U.S. dollar. To manage a portion of its exposure to currency remeasurement gains and losses, the Company enters into forward contracts to buy or sell the local currency at future dates coinciding with expected changes in the overall net local currency monetary asset position of the subsidiary. Gains and losses on the forward contracts are recorded in earnings as a component of selling, general, and administrative expenses for each reporting period as they occur, and thus directly offset the related remeasurement losses or gains in the consolidated statements of income for the notional amount hedged. The Company does not designate these contracts as hedges for accounting purposes. The contracts are generally arranged to hedge the subsidiary's projected exposure to currency remeasurement risk for specified periods of time, and new contracts are entered as necessary throughout the year to replace previous contracts as they mature. The Company is currently using forward currency contracts to 17 manage its exposure to currency remeasurement risk in Brazil. The total notional amounts of contracts outstanding at June 30, 2022 and 2021, and March 31, 2022, were approximately $ 110.1 million, $ 16.7 million, and $ 59.5 million, respectively. To further mitigate currency remeasurement exposure, the Company’s foreign subsidiaries may utilize short-term local currency financing during certain periods. This strategy, while not involving the use of derivative instruments, is intended to minimize the subsidiary’s net monetary position by financing a portion of the local currency monetary assets with local currency monetary liabilities, thus hedging a portion of the overall position. Several of the Company’s foreign subsidiaries transact the majority of their sales and finance the majority of their operating requirements in their local currency, and therefore use their respective local currencies as the functional currency for reporting purposes. From time to time, these subsidiaries sell tobacco to customers in transactions that are not denominated in the functional currency. In those situations, the subsidiaries routinely enter into forward exchange contracts to offset currency risk for the period of time that a fixed-price order and the related trade account receivable are outstanding with the customer. The contracts are not designated as hedges for accounting purposes. 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 June 30, (in thousands of dollars) 2022 2021 Cash Flow Hedges - Interest Rate Swap Agreements Derivative Effective Portion of Hedge Gain (loss) recorded in accumulated other comprehensive loss $ 3,901 $ ( 1,396 ) Gain (loss) reclassified from accumulated other comprehensive loss into earnings $ ( 1,605 ) $ ( 2,223 ) Gain on terminated interest rate swaps amortized from accumulated other comprehensive loss into earnings $ — $ 353 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 $ ( 947 ) $ 8,233 Gain (loss) reclassified from accumulated other comprehensive loss into earnings $ 957 $ ( 516 ) 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 $ ( 1,125 ) $ 668 Location of gain (loss) recognized in earnings Selling, general and administrative expenses Hedged Item Description of hedged item Forecast purchases of tobacco in Brazil and Africa Derivatives Not Designated as Hedges - Foreign Currency Exchange Contracts Gain (loss) recognized in earnings $ ( 1,007 ) $ 4,604 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 gain of approximately $ 4.8 million remained in accumulated other comprehensive loss at June 30, 2022. That balance reflects gains and losses on contracts related to the 2023, 2022, and 2021 Brazil crops, the 2022 Africa crop, and the 2022 Brazil crop input sales, less the amounts reclassified to earnings related to tobacco sold through June 30, 2022. Based on the hedging strategy, as the gain or loss is recognized in earnings, it is expected to 19 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 June 30, 2022 and 2021, and March 31, 2022: Derivatives in a Fair Value Asset Position Derivatives in a Fair Value Liability Position Balance Sheet Location Fair Value as of Balance Sheet Location Fair Value as of (in thousands of dollars) June 30, 2022 June 30, 2021 March 31, 2022 June 30, 2022 June 30, 2021 March 31, 2022 Derivatives Designated as Hedging Instruments Interest rate swap agreements Other non-current assets $ 4,345 $ — $ — Other long-term liabilities $ — $ 24,892 $ 1,161 Foreign currency exchange contracts Other current assets 1,158 5,423 10,957 Accounts payable and accrued expenses 393 2,063 3,200 Total $ 5,503 $ 5,423 $ 10,957 $ 393 $ 26,955 $ 4,361 Derivatives Not Designated as Hedging Instruments Foreign currency exchange contracts Other current assets $ 7,531 $ 3,124 $ 13,111 Accounts payable and accrued expenses $ 12 $ 88 $ 64 Total $ 7,531 $ 3,124 $ 13,111 $ 12 $ 88 $ 64 Substantially all of the Company's foreign exchange derivative instruments are subject to master netting arrangements whereby the right to offset occurs in the event of default by a participating party. The Company has elected to present these contracts on a gross basis in the consolidated balance sheets. NOTE 12. FAIR VALUE MEASUREMENTS Universal measures certain financial and nonfinancial assets and liabilities at fair value based on applicable accounting guidance. The financial assets and liabilities measured at fair value include money market funds, trading securities associated with deferred compensation plans, interest rate swap agreements, forward foreign currency exchange contracts and acquisition-related contingent consideration obligations. The application of the fair value guidance to nonfinancial assets and liabilities primarily includes the determination of fair values for goodwill and long-lived assets when indicators of potential impairment are present. Under the accounting guidance, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The framework for measuring fair value is based on a fair value hierarchy that distinguishes between observable inputs and unobservable inputs. Observable inputs are based on market data obtained from independent sources. Unobservable inputs require the Company to make its own assumptions about the value placed on an asset or liability by market participants because little or no market data exists. There are three levels within the fair value hierarchy: Level Description 1 quoted prices in active markets for identical assets or liabilities that the Company has the ability to access as of the reporting date; 2 quoted prices in active markets for similar assets or liabilities, or quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability; and 3 unobservable inputs for the asset or liability. 20 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 June 30, 2022 and 2021, and at March 31, 2022, the Company had certain financial assets and financial liabilities that were required to be measured and reported at fair value on a recurring basis. These assets and liabilities are listed in the tables below and are classified based on how their values were determined under the fair value hierarchy or the NAV practical expedient: June 30, 2022 Fair Value Hierarchy (in thousands of dollars) NAV Level 1 Level 2 Level 3 Total Assets Money market funds $ 334 $ — $ — $ — $ 334 Trading securities associated with deferred compensation plans — 11,666 — — 11,666 Interest rate swap agreements — — 4,345 — 4,345 Foreign currency exchange contracts — — 8,689 — 8,689 Total financial assets measured and reported at fair value $ 334 $ 11,666 $ 13,034 $ — $ 25,034 Liabilities Foreign currency exchange contracts $ — $ — $ 405 $ — $ 405 Total financial liabilities measured and reported at fair value $ — $ — $ 405 $ — $ 405 June 30, 2021 Fair Value Hierarchy (in thousands of dollars) NAV Level 1 Level 2 Level 3 Total Assets Money market funds $ 1,992 $ — $ — $ — $ 1,992 Trading securities associated with deferred compensation plans — 15,735 — — 15,735 Foreign currency exchange contracts — — 8,547 — 8,547 Total financial assets measured and reported at fair value $ 1,992 $ 15,735 $ 8,547 $ — $ 26,274 Liabilities Acquisition-related contingent consideration obligations - long term $ — $ — $ — $ 2,532 2,532 Interest rate swap agreements — — 24,892 — 24,892 Foreign currency exchange contracts — — 2,151 — 2,151 Total financial liabilities measured and reported at fair value $ — $ — $ 27,043 $ 2,532 $ 29,575 21 March 31, 2022 Fair Value Hierarchy (in thousands of dollars) NAV Level 1 Level 2 Level 3 Total Assets Money market funds $ 334 $ — $ — $ — $ 334 Trading securities associated with deferred compensation plans — 13,655 — — 13,655 Foreign currency exchange contracts — — 24,068 — 24,068 Total financial assets measured and reported at fair value $ 334 $ 13,655 $ 24,068 $ — $ 38,057 Liabilities Interest rate swap agreements $ — $ — $ 1,161 $ — $ 1,161 Foreign currency exchange contracts — — 3,264 — 3,264 Total financial liabilities measured and reported at fair value $ — $ — $ 4,425 $ — $ 4,425 Money market funds The fair value of money market funds, which are reported in cash and cash equivalents in the consolidated balance sheets, is based on NAV, which is the amount at which the funds are redeemable and is used as a practical expedient for fair value. These funds are not classified in the fair value hierarchy, but are disclosed as part of the fair value table above. Trading securities associated with deferred compensation plans Trading securities represent mutual fund investments that are matched to employee deferred compensation obligations. These investments are bought and sold as employees defer compensation, receive distributions, or make changes in the funds underlying their accounts. Quoted market prices (Level 1) are used to determine the fair values of the mutual funds. Interest rate swap agreements The fair values of interest rate swap agreements are determined based on dealer quotes using a discounted cash flow model matched to the contractual terms of each instrument. Since inputs to the model are observable and significant judgment is not required in determining the fair values, interest rate swaps are classified within Level 2 of the fair value hierarchy. Foreign currency exchange contracts The fair values of forward and option foreign currency exchange contracts are also determined based on dealer quotes using a discounted cash flow model matched to the contractual terms of each instrument. Since inputs to the model are observable and significant judgment is not required in determining the fair values, forward and option foreign currency exchange contracts are classified within Level 2 of the fair value hierarchy. Acquisition-related contingent consideration obligations The Company estimates the fair value of acquisition-related contingent consideration obligations by applying an income approach model that utilizes probability-weighted discounted cash flows. The Company acquired FruitSmart, Inc. 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. During the year ended March 31, 2021, the evaluation resulted in a reduction of $ 4.2 million of contingent consideration of the original $ 6.7 million liability recorded. During the year ended March 31, 2022, the evaluation of the contingent liability resulted in a reduction of the remaining $ 2.5 million contingent consideration recorded. Significant judgment is applied to this model and therefore the acquisition-related contingent consideration obligation was classified within Level 3 of the fair value hierarchy. 22 A reconciliation of the change in the balance of the acquisition-related contingent consideration obligation (Level 3) for the three months ended June 30, 2022 and 2021 is provided below. (in thousands of dollars) Three Months Ended June 30, 2022 2021 Balance beginning of year $ — $ 2,532 Change in fair value of contingent consideration liability — Balance at end of period $ — $ 2,532 Long-term Debt The following table summarizes the fair and carrying value of the Company’s long-term debt, including the current portion at each of the balance sheet dates June 30, 2022, and 2021 and March 31, 2022: (in millions of dollars) June 30, 2022 June 30, 2021 March 31, 2022 Fair market value of long term obligations $ 517 $ 517 $ 517 Carrying value of long term obligations $ 520 $ 520 $ 520 The Company estimates the fair value of its long-term debt using Level 2 inputs which are based upon quoted market prices for the same or similar obligations or on calculations that are based on the current interest rates available to the Company for debt of similar terms and maturities. Nonrecurring Fair Value Measurements Assets and liabilities that are measured at fair value on a nonrecurring basis primarily relate to long-lived assets, right-of-use operating lease assets and liabilities, goodwill and intangibles, and other current and noncurrent assets. These assets and liabilities fair values are also evaluated for impairment when potential indicators of impairment exist. Accordingly, the nonrecurring measurement of the fair value of these assets and liabilities are classified within Level 3 of the fair value hierarchy. Acquisition Accounting for Business Combinations The Company accounts for acquisitions qualifying under ASC 805, "Business Combinations," which requires, among other things, that the assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The fair values of consideration transferred and net assets acquired are determined using a combination of Level 2 and Level 3 inputs as specified in the fair value hierarchy in ASC 820, “Fair Value Measurements and Disclosures.” The Company believes that the fair values assigned to the assets acquired and liabilities assumed are based on reasonable assumptions. Long-Lived Assets The Company reviews long-lived assets for impairment whenever events, changes in business conditions, or other circumstances provide an indication that such assets may be impaired. NOTE 13. PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS The Company sponsors several defined benefit pension plans covering eligible U.S. salaried employees and certain foreign and other employee groups. These plans provide retirement benefits based primarily on employee compensation and years of service. The Company also sponsors defined benefit plans that provide postretirement health and life insurance benefits for eligible U.S. employees attaining specific age and service levels, although postretirement life insurance is no longer provided for active employees. 23 The components of the Company’s net periodic benefit cost were as follows: Pension Benefits Other Postretirement Benefits Three Months Ended June 30, Three Months Ended June 30, (in thousands of dollars) 2022 2021 2022 2021 Service cost $ 1,545 $ 1,650 $ 32 $ 47 Interest cost 2,335 2,259 241 239 Expected return on plan assets ( 3,324 ) ( 3,385 ) ( 19 ) ( 22 ) Net amortization and deferral 1,001 976 ( 172 ) ( 115 ) Net periodic benefit cost $ 1,557 $ 1,500 $ 82 $ 149 During the three months ended June 30, 2022, the Company made contributions of approximately $ 0.9 million to its pension plans. Additional contributions of $ 3.3 million are expected during the remaining nine months of fiscal year 2023. NOTE 14. STOCK-BASED COMPENSATION Universal’s shareholders have approved the Executive Stock Plan (“Plan”) under which officers, directors, and employees of the Company may receive grants and awards of common stock, restricted stock, restricted stock units (“RSUs”), performance share units (“PSUs”), stock appreciation rights, incentive stock options, and non-qualified stock options. The Company’s practice is to award grants of stock-based compensation to officers on an annual basis at the first regularly-scheduled meeting of the Compensation Committee of the Board of Directors (the “Compensation Committee”) in the fiscal year following the public release of the Company’s financial results for the prior year. The Compensation Committee administers the Company’s Plan consistently, following previously defined guidelines. In recent years, the Compensation Committee has awarded only grants of RSUs and PSUs. Awards of restricted stock, RSUs, and PSUs are currently outstanding under the Plan. RSUs awarded prior to fiscal year 2022 vest 5 years after the grant date and those awarded beginning in fiscal year 2022 vest 3 years after the grant date. After vesting RSUs are paid out in shares of common stock. Under the terms of the RSU awards, grantees receive dividend equivalents in the form of additional RSUs that vest and are paid out on the same date as the original RSU grant. The PSUs vest at the end of a performance period of three years that begins with the year of the grant, are paid out in shares of common stock shortly after the vesting date, and do not carry rights to dividends or dividend equivalents prior to vesting. Shares ultimately paid out under PSU grants are dependent on the achievement of predetermined performance measures established by the Compensation Committee and can range from zero to 150 % of the stated award. The Company’s outside directors receive RSUs following the annual meeting of shareholders. RSUs awarded to outside directors prior to fiscal year 2020 vest 3 years after the grant date and those granted beginning in fiscal year 2020 vest 1 year after the grant date. Restricted shares vest upon the individual’s retirement from service as a director. During the three-month periods ended June 30, 2022 and 2021, Universal issued the following stock-based awards, representing the regular annual grants to officers and outside directors of the Company: Three Months Ended June 30, 2022 2021 RSUs: Number granted 65,405 58,160 Grant date fair value $ 63.69 $ 57.41 PSUs: Number granted 48,315 48,650 Grant date fair value $ 54.46 $ 47.95 Fair value expense for restricted stock units is recognized ratably over the period from grant date to the earlier of: (1) the vesting date of the award, or (2) the date the grantee is eligible to retire without forfeiting the award. For employees who are already eligible to retire at the date an award is granted, the total fair value of all non-forfeitable awards is recognized as expense 24 at the date of grant. As a result, Universal typically incurs higher stock compensation expense in the first quarter of each fiscal year when grants are awarded to officers than in the other three quarters. For PSUs, the Company generally recognizes fair value expense ratably over the performance and vesting period based on management’s judgment of the ultimate award that is likely to be paid out based on the achievement of the predetermined performance measures. The Company accounts for forfeitures of stock-based awards as they occur. For the three-month periods ended June 30, 2022 and 2021, the Company recorded total stock-based compensation expense of approximately $ 3.7 million and $ 3.0 million, respectively. The Company expects to recognize stock-based compensation expense of approximately $ 3.6 million during the remaining nine months of fiscal year 2023. NOTE 15. OPERATING SEGMENTS The Company conducts operations across two reportable operating segments, Tobacco Operations and Ingredients Operations. The Tobacco Operations segment activities involve selecting, procuring, processing, packing, storing, shipping, and financing leaf tobacco for sale to, or for the account of, manufacturers of consumer tobacco products throughout the world. Through various operating subsidiaries located in tobacco-growing countries around the world and significant ownership interests in unconsolidated affiliates, the Company processes and/or sells flue-cured and burley tobaccos, dark air-cured tobaccos, and oriental tobaccos. Flue-cured, burley, and oriental tobaccos are used principally in the manufacture of cigarettes, and dark air-cured tobaccos are used mainly in the manufacture of cigars, pipe tobacco, and smokeless tobacco products. Some of these tobacco types are also increasingly used in the manufacture of non-combustible tobacco products that are intended to provide consumers with an alternative to traditional combustible products. The Tobacco Operations segment also provides physical and chemical product testing and smoke testing for tobacco customers. A substantial portion of the Company’s Tobacco Operations' revenues are derived from sales to a limited number of large, multinational cigarette and cigar manufacturers. The Ingredients Operations segment provides its customers with a broad variety of plant-based ingredients for both human and pet consumption. The Ingredients Operations segment utilizes a variety of value-added manufacturing processes converting raw materials into a wide spectrum of fruit and vegetable juices, concentrates, dehydrated products, flavors, and botanical extracts. Customers for the Ingredients Operations segment include large multinational food and beverage companies, smaller independent manufacturers, and retail organizations. FruitSmart, Silva, and Shank's are the primary operations for the Ingredients Operations segment. FruitSmart manufactures fruit and vegetable juices, purees, concentrates, essences, fibers, seeds, seed oils, and seed powders. Silva is primarily a dehydrated product manufacturer of fruit and vegetable based flakes, dices, granules, powders, and blends. Shank's manufactures flavors and botanical extracts and also offers bottling and custom packaging for customers. 25 The Company currently evaluates the performance of its segments based on operating income after allocated overhead expenses, plus equity in the pretax earnings of unconsolidated affiliates. Operating results for the Company’s reportable segments for each period presented in the consolidated statements of income and comprehensive income were as follows. Three Months Ended June 30, (in thousands of dollars) 2022 2021 SALES AND OTHER OPERATING REVENUES Tobacco Operations $ 348,063 $ 293,843 Ingredients Operations 81,759 56,186 Consolidated sales and other operating revenues $ 429,822 $ 350,029 OPERATING INCOME Tobacco Operations $ 8,116 $ 8,889 Ingredients Operations 4,597 4,349 Segment operating income 12,713 13,238 Deduct: Equity in pretax (earnings) loss of unconsolidated affiliates (1) 553 ( 609 ) Restructuring and impairment costs (2) — ( 2,024 ) Consolidated operating income $ 13,266 $ 10,605 (1) Equity in pretax earnings (loss) of unconsolidated affiliates is included in segment operating income (Tobacco Operations), but is reported below consolidated operating income and excluded from that total in the consolidated statements of income and comprehensive income. (2) Restructuring and impairment costs are excluded from segment operating income, but are included in consolidated operating income in the consolidated statements of income and comprehensive income. See Note 4 for additional information. 26 NOTE 16. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive income (loss) attributable to the Company for the three months ended June 30, 2022 and 2021: Three Months Ended June 30, (in thousands of dollars) 2022 2021 Foreign currency translation: Balance at beginning of year $ ( 40,965 ) $ ( 35,135 ) Other comprehensive income (loss) attributable to Universal Corporation: Net gain (loss) on foreign currency translation ( 6,888 ) 1,719 Less: Net (gain) loss on foreign currency translation attributable to noncontrolling interests 329 ( 29 ) Other comprehensive income (loss) attributable to Universal Corporation, net of income taxes ( 6,559 ) 1,690 Balance at end of period $ ( 47,524 ) $ ( 33,445 ) Foreign currency hedge: Balance at beginning of year $ 3,579 $ ( 414 ) Other comprehensive income (loss) attributable to Universal Corporation: Net gain (loss) on derivative instruments (net of tax (expense) benefit of $ 25 and $( 1,566 )) ( 1,611 ) 5,698 Reclassification of (gain) loss to earnings (net of tax expense (benefit) of $ 218 and $( 108 )) (1) ( 508 ) 284 Other comprehensive income (loss) attributable to Universal Corporation, net of income taxes ( 2,119 ) 5,982 Balance at end of period $ 1,460 $ 5,568 Interest rate hedge: Balance at beginning of year $ ( 860 ) $ ( 19,480 ) Other comprehensive income (loss) attributable to Universal Corporation: Net gain (loss) on derivative instruments (net of tax (expense) benefit of $( 819 ) and $ 293 ) 3,082 ( 1,103 ) Reclassification of (gain) loss to earnings (net of tax expense (benefit) of $( 337 ) and $( 392 )) (2) 1,268 1,477 Other comprehensive income (loss) attributable to Universal Corporation, net of income taxes 4,350 374 Balance at end of period $ 3,490 $ ( 19,106 ) Pension and other postretirement benefit plans: Balance at beginning of year $ ( 46,065 ) $ ( 52,008 ) Other comprehensive income (loss) attributable to Universal Corporation: Amortization included in earnings (net of tax expense (benefit) of $( 144 ) and $( 175 )) (3) 573 759 Other comprehensive income (loss) attributable to Universal Corporation, net of income taxes 573 759 Balance at end of period $ ( 45,492 ) $ ( 51,249 ) Total accumulated other comprehensive loss at end of period $ ( 88,066 ) $ ( 98,232 ) (1) Gain (loss) on foreign currency cash flow hedges related to forecast purchases of tobacco and crop input sales is reclassified from accumulated other comprehensive income (loss) to cost of goods sold when the tobacco is sold to customers. See Note 11 for additional information. (2) Gain (loss) on interest rate cash flow hedges is reclassified from accumulated other comprehensive income (loss) to interest expense when the related interest payments are made on the underlying debt, or as amortized to interest expense over the period to original maturity for terminated swap agreements. See Note 11 for additional information. (3) This accumulated other comprehensive income (loss) component is included in the computation of net periodic benefit cost. See Note 13 for additional information. 27 NOTE 17. CHANGES IN SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS IN SUBSIDIARIES A reconciliation of the changes in Universal Corporation shareholders’ equity and noncontrolling interests in subsidiaries for the three months ended June 30, 2022 and 2021 is as follows: Three Months Ended June 30, 2022 Three Months Ended June 30, 2021 (in thousands of dollars) Universal Corporation Non-controlling Interests Total Universal Corporation Non-controlling Interests Total Balance at beginning of three-month period $ 1,340,543 $ 44,226 $ 1,384,769 $ 1,307,299 $ 41,126 $ 1,348,425 Changes in common stock Accrual of stock-based compensation 3,682 — 3,682 2,966 — 2,966 Withholding of shares from stock-based compensation for grantee income taxes ( 2,090 ) — ( 2,090 ) ( 2,432 ) — ( 2,432 ) Dividend equivalents on RSUs 266 — 266 264 — 264 Changes in retained earnings Net income 6,830 ( 4,029 ) 2,801 6,357 ( 2,445 ) 3,912 Cash dividends declared Common stock ( 19,447 ) — ( 19,447 ) ( 19,170 ) — ( 19,170 ) Dividend equivalents on RSUs ( 266 ) — ( 266 ) ( 264 ) — ( 264 ) Other comprehensive income (loss) ( 3,755 ) ( 329 ) ( 4,084 ) 8,805 29 8,834 Other changes in noncontrolling interests Dividends paid to noncontrolling shareholders — ( 5,145 ) ( 5,145 ) — ( 980 ) ( 980 ) Other — ( 427 ) ( 427 ) — — — Balance at end of period $ 1,325,763 $ 34,296 $ 1,360,059 $ 1,303,825 $ 37,730 $ 1,341,555 28