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 December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (Unaudited) (Unaudited) Sales and other operating revenues $ 795,039 $ 652,644 $ 1,875,845 $ 1,456,628 Costs and expenses Cost of goods sold 649,539 521,171 1,540,368 1,169,999 Selling, general and administrative expenses 67,974 60,267 206,799 175,513 Other income — — — ( 2,532 ) Restructuring and impairment costs — 8,433 — 10,457 Operating income 77,526 62,773 128,678 103,191 Equity in pretax earnings (loss) of unconsolidated affiliates 345 2,084 208 5,056 Other non-operating income (expense) ( 69 ) 56 ( 208 ) 158 Interest income 77 209 407 799 Interest expense 14,265 7,462 33,259 20,800 Income before income taxes and other items 63,614 57,660 95,826 88,404 Income taxes 12,253 13,505 22,258 18,582 Net income 51,361 44,155 73,568 69,822 Less: net loss (income) attributable to noncontrolling interests in subsidiaries ( 9,701 ) ( 9,215 ) ( 3,223 ) ( 9,015 ) Net income attributable to Universal Corporation $ 41,660 $ 34,940 $ 70,345 $ 60,807 Earnings per share: Basic $ 1.68 $ 1.41 $ 2.84 $ 2.46 Diluted $ 1.67 $ 1.40 $ 2.82 $ 2.44 Weighted average common shares outstanding: Basic 24,770,294 24,792,108 24,772,827 24,761,290 Diluted 24,928,426 24,949,091 24,934,447 24,912,644 Total comprehensive income (loss), net of income taxes $ 64,082 $ 45,862 $ 80,377 $ 72,277 Less: comprehensive (income) loss attributable to noncontrolling interests ( 10,071 ) ( 9,201 ) ( 2,976 ) ( 8,845 ) Comprehensive income (loss) attributable to Universal Corporation $ 54,011 $ 36,661 $ 77,401 $ 63,432 Dividends declared per common share $ 0.79 $ 0.78 $ 2.37 $ 2.34 See accompanying notes. 3 UNIVERSAL CORPORATION CONSOLIDATED BALANCE SHEETS (in thousands of dollars) December 31, December 31, March 31, 2022 2021 2022 (Unaudited) (Unaudited) ASSETS Current assets Cash and cash equivalents $ 71,283 $ 99,305 $ 81,648 Accounts receivable, net 536,650 400,132 385,437 Advances to suppliers, net 163,237 126,830 129,838 Accounts receivable—unconsolidated affiliates 5,920 1,909 4,540 Inventories—at lower of cost or net realizable value: Tobacco 866,380 855,587 822,513 Other 211,561 161,704 194,161 Prepaid income taxes 17,363 23,590 13,095 Other current assets 79,495 76,255 116,779 Total current assets 1,951,889 1,745,312 1,748,011 Property, plant and equipment Land 24,142 24,752 23,959 Buildings 305,215 296,642 293,935 Machinery and equipment 679,970 662,504 668,451 1,009,327 983,898 986,345 Less accumulated depreciation ( 663,333 ) ( 636,042 ) ( 641,227 ) 345,994 347,856 345,118 Other assets Operating lease right-of-use assets 42,337 34,139 40,243 Goodwill, net 213,881 214,023 213,998 Other intangibles, net 82,917 95,790 92,571 Investments in unconsolidated affiliates 72,565 81,040 81,006 Deferred income taxes 10,005 15,676 11,616 Pension asset 12,740 13,495 12,667 Other noncurrent assets 32,575 46,197 41,115 467,020 500,360 493,216 Total assets $ 2,764,903 $ 2,593,528 $ 2,586,345 See accompanying notes. 4 UNIVERSAL CORPORATION CONSOLIDATED BALANCE SHEETS (in thousands of dollars) December 31, December 31, March 31, 2022 2021 2022 (Unaudited) (Unaudited) LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Notes payable and overdrafts $ 348,073 $ 252,609 $ 182,639 Accounts payable and accrued expenses 208,187 221,374 272,042 Accounts payable—unconsolidated affiliates 57 8,788 5,308 Customer advances and deposits 5,365 26,341 13,724 Accrued compensation 21,670 18,803 27,281 Income taxes payable 3,715 10,742 7,427 Current portion of operating lease liabilities 11,160 9,128 10,303 Current portion of long-term debt — — — Total current liabilities 598,227 547,785 518,724 Long-term debt 616,750 518,547 518,547 Pensions and other postretirement benefits 50,773 52,624 52,890 Long-term operating lease liabilities 27,030 22,612 29,617 Other long-term liabilities 22,797 49,235 34,464 Deferred income taxes 48,584 43,483 47,334 Total liabilities 1,364,161 1,234,286 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 24,555,361 shares issued and outstanding at December 31, 2022 ( 24,607,384 at December 31, 2021 and 24,550,019 at March 31, 2022) 335,160 330,306 330,662 Retained earnings 1,102,887 1,090,110 1,094,192 Accumulated other comprehensive loss ( 77,255 ) ( 104,412 ) ( 84,311 ) Total Universal Corporation shareholders' equity 1,360,792 1,316,004 1,340,543 Noncontrolling interests in subsidiaries 39,950 43,238 44,226 Total shareholders' equity 1,400,742 1,359,242 1,384,769 Total liabilities and shareholders' equity $ 2,764,903 $ 2,593,528 $ 2,586,345 See accompanying notes. 5 UNIVERSAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands of dollars) Nine Months Ended December 31, 2022 2021 (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 73,568 $ 69,822 Adjustments to reconcile net income to net cash used by operating activities: Depreciation and amortization 42,844 39,110 Net provision for losses (recoveries) on advances to suppliers 6,127 2,864 Foreign currency remeasurement (gain) loss, net ( 1,335 ) 6,829 Foreign currency exchange contracts 14,600 1,980 Restructuring and impairment costs — 10,457 Restructuring payments — ( 3,787 ) Change in estimated fair value of contingent consideration for FruitSmart acquisition — ( 2,532 ) Other, net 18,632 1,814 Changes in operating assets and liabilities, net ( 338,286 ) ( 178,133 ) Net cash provided (used) by operating activities ( 183,850 ) ( 51,576 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant and equipment ( 39,430 ) ( 39,831 ) Proceeds from sale of business, net of cash held by the business 3,245 — Purchase of business, net of cash held by the business — ( 102,462 ) Proceeds from sale of property, plant and equipment 1,634 12,609 Net cash used by investing activities ( 34,551 ) ( 129,684 ) CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of short-term debt, net 166,109 151,413 Issuance of long-term debt 123,481 — Repayment of long-term debt ( 23,481 ) — Dividends paid to noncontrolling interests ( 6,825 ) ( 6,733 ) Repurchase of common stock ( 3,448 ) — Dividends paid on common stock ( 57,993 ) ( 57,241 ) Proceeds from termination of interest rate swap agreements 11,786 — Debt issuance and other ( 6,337 ) ( 3,264 ) Net cash provided (used) by financing activities 203,292 84,175 Effect of exchange rate changes on cash, restricted cash and cash equivalents ( 1,256 ) ( 831 ) Net decrease in cash, restricted cash and cash equivalents ( 16,365 ) ( 97,916 ) Cash, restricted cash and cash equivalents at beginning of year 87,648 203,221 Cash, restricted cash and cash equivalents at end of period $ 71,283 $ 105,305 Supplemental Information: Cash and cash equivalents $ 71,283 $ 99,305 Restricted cash (Other noncurrent assets) — 6,000 Total cash, restricted cash and cash equivalents $ 71,283 $ 105,305 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 “2022 Annual Report on Form 10-K”) . The business environment in most of the jurisdictions in which the Company operates continues to move towards pre-pandemic conditions. Currently, management does not believe the ongoing COVID-19 pandemic will materially impact the Company's financial condition, results of operations and demand for its products and services. NOTE 2. ACCOUNTING PRONOUNCEMENTS Pronouncements Adopted in the Current Period 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 Company adopted the new standard effective December 31, 2022. There was no material impact to the consolidated financial statements from the adoption of ASU 2020-04. 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 Restricted Cash Release of Deferred Proceeds from Acquisition of Silva International, Inc. During the three months ended December 31, 2022, the Company released $ 6.0 million, held in a third-party escrow account, to one of Silva's selling shareholders. The amounts were held in escrow since the date of acquisition, as the employee had a post-combination service requirement with forfeitable payment provisions. Therefore, under ASC Topic 805, "Business Combinations," the amounts held in escrow were treated as a contingent consideration arrangement and expensed as compensation expense in selling, general, and administrative expense on the consolidated statements of income. As of December 31, 2022, all amounts have been released to the selling shareholder, who remains employed by the Company, and expensed in the Company's consolidated statements of income. 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 and nine months ended December 31, 2022. Tobacco Operations As a result of efforts to exit the idled tobacco operations in Tanzania, the Company reevaluated the carrying values of property, plant, and equipment associated with the Tanzania operations. During the three months ended December 31, 2021, the Company determined the carrying value exceeded the estimated fair value of those assets and recognized a $ 9.4 million impairment charge. During the nine months ended December 31, 2022, the Company entered into a sales agreement to sell all 8 outstanding shares of common stock, which included all properties, of the idled companies in Tanzania. See Note 6 for additional information about the sale of the idled tobacco operations in Tanzania. During the three and nine months ended December 31, 2021, the Company also incurred $ 0.6 million and $ 2.2 million of termination costs for the Tobacco Operations segment, respectively. Ingredients Operations During the three and nine months ended December 31, 2021, the Company recognized net gains of $ 1.6 million and $ 1.2 million, respectively, for the sale of the remaining property, plant, and equipment associated with wind-down of Carolina Innovative Food Ingredients, Inc. (“CIFI”), a sweet potato processing operation located in Nashville, North Carolina that was announced in fiscal year 2021. A summary of the restructuring and impairment costs recorded for the three and nine months ended December 31, 2021 and were as follows: Three Months Ended December 31, Nine Months Ended December 31, (in thousands) 2021 2021 Restructuring costs: Employee termination benefits $ 627 $ 2,174 Other — ( 24 ) Total restructuring costs 627 2,150 Impairment costs: Property, plant and equipment 7,806 8,307 Total impairment costs 7,806 8,307 Total restructuring and impairment costs $ 8,433 $ 10,457 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 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. Shipping and handling costs under sales contracts with customers are treated as fulfillment costs and included in the transaction price. 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. 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. 9 Ingredient Sales In recent fiscal years, the Company has diversified operations through the 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 Sales and Revenue from Contracts with Customers 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. Disaggregation of Revenue from Contracts with Customers The following table disaggregates the Company’s revenue by significant revenue-generating category: Three Months Ended December 31, Nine Months Ended December 31, (in thousands of dollars) 2022 2021 2022 2021 Tobacco sales $ 672,002 $ 540,363 $ 1,536,898 $ 1,181,329 Ingredient sales 65,824 70,682 219,429 175,087 Processing revenue 21,266 19,647 54,796 52,391 Other sales and revenue from contracts with customers 31,051 16,988 58,146 41,733 Total revenue from contracts with customers 790,143 647,680 1,869,269 1,450,540 Other operating sales and revenues 4,896 4,964 6,576 6,088 Consolidated sales and other operating revenues $ 795,039 $ 652,644 $ 1,875,845 $ 1,456,628 Other operating sales and revenues consists principally of interest on advances to suppliers and dividend payments from deconsolidated affiliates. 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 December 31, 2022, primarily related to outstanding letters of credit. 10 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 $ 10 million. Those amounts are based on the exchange rate for the Brazilian currency at December 31, 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 December 31, 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 December 31, 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 December 31, 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 December 31, 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 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 December 31, 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 $ 186 million at December 31, 2022, $ 147 million at December 31, 2021, and 11 $ 153 million at March 31, 2022. The related valuation allowances totaled $ 21 million at December 31, 2022, $ 17 million at December 31, 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 provisions of approximately $ 6.1 million and $ 2.9 million in the nine-month periods ended December 31, 2022 and 2021, respectively. These net 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 December 31, 2022, the aggregate balance of recoverable tax credits held by the Company’s subsidiaries totaled approximately $ 66 million ($ 65 million at December 31, 2021, and $ 67 million at March 31, 2022), and the related valuation allowances totaled approximately $ 24 million ($ 20 million at December 31, 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. 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 2, 2022. 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 through November 15, 2024 or when funds for the program have been exhausted, subject to market conditions and other factors. The program had $ 100 million of remaining capacity for repurchases of common and/or preferred stock at December 31, 2022. Sale of Idled Tanzania Operations During the nine months ended December 31, 2022, the Company entered into a sales agreement to sell all outstanding shares of common stock, which included all properties, of the idled companies in Tanzania for $ 8.5 million. The Company has received $ 3.2 million of the $ 8.5 million sales agreement as of December 31, 2022. The remaining proceeds are expected to be received in installments by June 2023. New Bank Credit Agreement On December 15, 2022, the Company entered into a new bank credit agreement that replaced its existing bank credit agreement dated December 20, 2018. In addition to extending the maturity dates of the underlying components of the facility, the new agreement includes a $ 530 million five-year revolving credit facility (expiring December 15, 2027), a $ 275 million five-year term loan (due December 15, 2027), and a $ 345 million seven-year term loan (due December 15, 2029). At closing, the Company had a balance of $ 385 million outstanding under the revolving credit facility. Both term loans were fully funded at closing, require no amortization, and are prepayable without penalty prior to maturity. The new facility may be expanded to allow for additional borrowings of up to $ 200 million under certain conditions. Borrowings under the revolving credit facility and the two term loans bear interest a variable rate benchmarked to the Secured Overnight Financing Rate ("SOFR") instead of LIBOR plus a 12 margin based on the Company’s credit measures. The new credit agreement contains financial covenants that require the Company to maintain certain levels of tangible net worth and leverage. Those covenants are substantially the same as the covenants in the prior bank credit agreement, and the Company was in compliance with the covenants at December 31, 2022. During the three months ended December 31, 2022, the Company entered into two new receive-floating / pay-fixed interest rate swap agreements, hedging the variable interest payments on half of the principal value of each of the new term loans. The swap agreements convert the variable benchmark rate to a fixed rate through December 15, 2027 for the five-year term loan, and through December 15, 2029 for the seven-year term loan. With the swap agreements in place, the effective interest rates on the hedged portions of the $ 275 million five-year term loan and the $ 345 million seven-year term loan were 5.50 % and 5.65 %, respectively, at December 31, 2022. Prior to the maturity of the swap agreements, those effective interest rates will change only if a change in the Company’s credit measures results in adjustments to the applicable credit spreads specified in the underlying loan agreement. Compared to the prior credit agreement, there were only limited changes among the individual bank lenders participating in the new agreement. Accordingly, under the applicable accounting guidance, a significant portion of the transaction was accounted for as a debt modification rather than a debt extinguishment. As a result, only an immaterial amount of the unamortized debt issuance costs related to the prior credit agreement were charged to expense. The remainder of those costs remained capitalized on the Company's consolidated balance sheet and will be amortized over the term of the new credit agreement. Similarly, in the consolidated statement of cash flows, rather than presenting issuance of the entire $ 620 million of new term loans and repayment of $ 520 million of prior term loans, the amounts presented for the issuance and repayment of long-term debt reflect only the changes in the underlying principal positions among the participating bank lenders. NOTE 7. EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended December 31, Nine Months Ended December 31, (in thousands, except share and per share data) 2022 2021 2022 2021 Basic Earnings Per Share Numerator for basic earnings per share Net income attributable to Universal Corporation $ 41,660 $ 34,940 $ 70,345 $ 60,807 Denominator for basic earnings per share Weighted average shares outstanding 24,770,294 24,792,108 24,772,827 24,761,290 Basic earnings per share $ 1.68 $ 1.41 $ 2.84 $ 2.46 Diluted Earnings Per Share Numerator for diluted earnings per share Net income attributable to Universal Corporation $ 41,660 $ 34,940 $ 70,345 $ 60,807 Denominator for diluted earnings per share: Weighted average shares outstanding 24,770,294 24,792,108 24,772,827 24,761,290 Effect of dilutive securities Employee and outside director share-based awards 158,132 156,983 161,620 151,354 Denominator for diluted earnings per share 24,928,426 24,949,091 24,934,447 24,912,644 Diluted earnings per share $ 1.67 $ 1.40 $ 2.82 $ 2.44 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 13 pending and contested tax issues. The Company's consolidated effective income tax rate is affected by various factors, including the mix and timing of domestic and foreign earnings, discrete items, and the effect of exchange rate changes on taxes. Three and Nine months ended December 31, 2022 The Company's consolidated effective income tax rate for the three and nine months ended December 31, 2022 was 19.3 % and 23.2 %, respectively. In the nine months ended December 31, 2022, the Company sold its idled Tanzania operations and recognized $ 1.1 million of income taxes. Without this item, the consolidated effective income tax rate for the nine months ended December 31, 2022 would have been approximately 22.0 %. Additionally, the sale of the Company's idled Tanzania operations resulted in a $ 1.8 million reduction to consolidated interest expense related to the removal of an uncertain tax position. Three and Nine months ended December 31, 2021 The Company's consolidated effective income tax rate for the three and nine months ended December 31, 2021 was 23.4 % and 21.0 %, respectively. The consolidated effective income tax rate for the three and nine months ended December 31, 2021 was affected by a $ 1.2 million benefit related to finalizing the prior fiscal year U.S. tax return.. The consolidated effective income tax rate for the nine months ended December 31, 2021 was affected by a $ 1.7 million benefit related to a final tax ruling at a foreign subsidiary. Without these items, the consolidated effective income tax rate for the three and nine months ended December 31, 2021 would have been approximately 25.5 % and 24.3 %, respectively NOTE 9. GOODWILL AND OTHER INTANGIBLES The Company's changes in goodwill at December 31, 2022 and 2021 consisted of the following: (in thousands of dollars) Nine Months Ended December 31, 2022 2021 Balance at beginning of fiscal year $ 213,998 $ 173,051 Acquisition of business (1) — 41,061 Foreign currency translation adjustment ( 117 ) ( 89 ) Balance at end of period $ 213,881 $ 214,023 (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 $ 41.1 million of goodwill. See Note 3 for additional information. 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 December 31, 2022 and 2021 and at March 31, 2022: (in thousands, except useful life) December 31, 2022 Useful Life (years) Gross Carrying Value Accumulated Amortization Net Carrying Value Customer relationships 11 — 13 $ 86,500 $ ( 15,760 ) $ 70,740 Trade names 5 11,100 ( 5,490 ) 5,610 Developed technology 3 — 13 9,300 ( 5,233 ) 4,067 Noncompetition agreements 4 — 5 4,000 ( 1,537 ) 2,463 Other 5 707 ( 670 ) 37 Total intangible assets $ 111,607 $ ( 28,690 ) $ 82,917 14 December 31, 2021 Useful Life (years) Gross Carrying Value Accumulated Amortization Net Carrying Value Customer relationships 11 — 13 $ 86,500 $ ( 8,030 ) $ 78,470 Trade names 5 11,100 ( 3,270 ) 7,830 Developed technology 3 — 13 9,300 ( 3,286 ) 6,014 Noncompetition agreements 4 — 5 4,000 ( 588 ) 3,412 Other 5 751 ( 687 ) 64 Total intangible assets $ 111,651 $ ( 15,861 ) $ 95,790 March 31, 2022 Useful Life (years) Gross Carrying Value Accumulated Amortization Net Carrying Value Customer relationships 11 — 13 $ 86,500 $ ( 9,963 ) $ 76,537 Trade names 5 11,100 ( 3,825 ) 7,275 Developed technology 3 — 13 9,300 ( 3,773 ) 5,527 Noncompetition agreements 4 — 5 4,000 ( 825 ) 3,175 Other 5 736 ( 679 ) 57 Total intangible assets $ 111,636 $ ( 19,065 ) $ 92,571 Intangible assets are amortized on a straight-line basis over the asset's estimated useful economic life as noted above. The Company's amortization expense for intangible assets for the three and nine months ended December 31, 2022 and 2021 was: (in thousands of dollars) Three Months Ended December 31, Nine Months Ended December 31, 2022 2020 2022 2021 Amortization Expense $ 3,280 $ 3,207 $ 9,625 $ 8,005 Amortization expense for the developed technology intangible asset is recorded in cost of goods sold in the consolidated 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 December 31, 2022, the expected future amortization expense for intangible assets is as follows: Fiscal Year (in thousands of dollars) 2023 (excluding the nine months ended December 31, 2022) $ 2,832 2024 11,264 2025 11,812 2026 8,452 2027 and thereafter 48,557 Total expected future amortization expense $ 82,917 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. 15 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) December 31, 2022 December 31, 2021 March 31, 2022 Assets Operating lease right-of-use assets $ 42,337 $ 34,139 $ 40,243 Liabilities Current portion of operating lease liabilities $ 11,160 $ 9,128 $ 10,303 Long-term operating lease liabilities 27,030 22,612 29,617 Total operating lease liabilities $ 38,190 $ 31,740 $ 39,920 The following table sets forth the location and amount of operating lease costs included in the Company's consolidated statements of income: Three Months Ended December 31, Nine Months Ended December 31, (in thousands of dollars) 2022 2021 2022 2021 Income Statement Location Cost of goods sold $ 2,825 $ 2,805 $ 8,161 $ 8,104 Selling, general, and administrative expenses 2,853 2,536 8,074 7,102 Total operating lease costs (1) $ 5,678 $ 5,341 $ 16,235 $ 15,206 (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) December 31, 2022 Maturity of Operating Lease Liabilities 2023 (excluding the nine months ended December 31, 2022) $ 3,466 2024 12,188 2025 9,668 2026 6,109 2027 4,491 2028 and thereafter 8,821 Total undiscounted cash flows for operating leases $ 44,743 Less: Imputed interest ( 6,553 ) Total operating lease liabilities $ 38,190 As of December 31, 2022, the Company had no leases that have not yet commenced. 16 The following table sets forth supplemental information related to operating leases: Three Months Ended December 31, Nine Months Ended December 31, (in thousands, except lease term and incremental borrowing rate) 2022 2021 2022 2021 Supplemental Cash Flow Information Cash paid for amounts included in the measurement of operating lease liabilities $ 3,459 $ 3,219 $ 10,127 $ 8,836 Right-of-use assets obtained in exchange for new operating leases 1,638 3,843 12,363 12,894 Weighted Average Remaining Lease Term (years) 4.95 5.31 Weighted Average Collateralized Incremental Borrowing Rate 5.72 % 3.84 % 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 December 2022, 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 2022 (see Note 6 for additional information). Although no significant ineffectiveness is expected with this hedging strategy, the effectiveness of the interest rate swaps is evaluated on a quarterly basis. At December 31, 2022, the total notional amount of the interest rate swaps was $ 310 million, which corresponded to a portion of the aggregate outstanding balance of the term loans. Previously, the Company had receive-floating/pay-fixed interest rate swap agreements that were designated and qualified as cash flow hedges for two non-amortizing bank loans that were repaid concurrent with closing on the new bank credit facility in December 2022. Those swap agreements, which had an aggregate notional amount of $ 370 million corresponding to a portion of the principal balance on the repaid loans, were terminated concurrent with the inception of the new swap agreements. The fair value of the previous swap agreements, approximately $ 11.8 million, was received from the counterparties in December 2022 upon termination and is being amortized from accumulated other comprehensive loss into earnings as a reduction of interest expense through the original maturity dates of those agreements. In February 2019, the Company had receive-floating/pay-fixed interest rate swap agreements that were designated and qualified as cash flow hedges for the two non-amortizing bank loans that were repaid in December 2018 and carried over to hedge the variable interest payments for the two non-amortizing bank loans that were repaid in December 2022. Those swap agreements were terminated in February 2019. The fair value of the two swap agreements terminated in February 2019, approximately $ 5.4 million, was received in February 2019 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 December 31, 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 17 grown and processed affect the ultimate U.S. dollar sales of crop inputs and cost of processed tobacco. From time to time, the Company enters into forward and option contracts to buy U.S. dollars and sell the local currency at future dates that coincide with the sale of crop inputs to farmers. In the case of forecast purchases of tobacco and the related processing costs, the Company enters into forward and option contracts to sell U.S. dollars and buy the local currency at future dates that coincide with the expected timing of a portion of the tobacco purchases and processing costs. These strategies offset the variability of future U.S. dollar cash flows for sales of crop inputs, tobacco purchases, and processing costs for the foreign currency notional amount hedged. These hedging strategies have been used mainly for tobacco purchases, processing costs, and sales of crop inputs in Brazil, although the Company periodically enters into hedges for a portion of tobacco purchases in Africa. The aggregate U.S. dollar notional amount of forward and option contracts entered into for these purposes during the nine-month periods in fiscal years 2023 and 2022 was as follows: Nine Months Ended December 31, (in millions of dollars) 2022 2021 Tobacco purchases $ 47.1 $ 134.7 Processing costs 7.9 32.5 Crop input sales — 20.8 Total $ 55.0 $ 188.0 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 December 31, 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 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 18 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 manage its exposure to currency remeasurement risk in Brazil. The total notional amounts of contracts outstanding at December 31, 2022 and 2021, and March 31, 2022, were approximately $ 91.8 million, $ 59.6 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. 19 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 December 31, Nine Months Ended December 31, (in thousands of dollars) 2022 2021 2022 2021 Cash Flow Hedges - Interest Rate Swap Agreements Derivative Effective Portion of Hedge Gain (loss) recorded in accumulated other comprehensive loss $ 1,006 $ 3,967 $ 14,255 $ 2,318 Gain (loss) reclassified from accumulated other comprehensive loss into earnings $ ( 1,031 ) $ ( 2,263 ) $ ( 2,902 ) $ ( 6,743 ) Gain on terminated interest rate swaps amortized from accumulated other comprehensive loss into earnings $ — $ 353 $ — $ 1,061 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 loans Cash Flow Hedges - Foreign Currency Exchange Contracts Derivative Effective Portion of Hedge Gain (loss) recorded in accumulated other comprehensive loss $ 2,454 $ 480 $ 2,450 $ 3,479 Gain (loss) reclassified from accumulated other comprehensive loss into earnings $ 1,790 $ 2,274 $ 4,831 $ 3,563 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 $ — $ — $ ( 520 ) $ 451 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 $ ( 1,949 ) $ 174 $ ( 4,266 ) $ 3,939 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, as well as the crop input sales in Brazil, a net hedge gain of approximately $ 3.8 million remained in accumulated other comprehensive loss at December 31, 2022. That balance reflects gains and losses on contracts related to the 2023 and 2022 Brazil crops, and the 2023 and 2022 Brazil crop input sales, less the amounts reclassified to earnings related to tobacco sold through December 31, 2022. Based on the hedging strategy, as the gain or loss is recognized in earnings, it is expected to be offset by a 20 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 December 31, 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) December 31, 2022 December 31, 2021 March 31, 2022 December 31, 2022 December 31, 2021 March 31, 2022 Derivatives Designated as Hedging Instruments Interest rate swap agreements Other non-current assets $ 3,179 $ — $ — Other long-term liabilities $ — $ 16,658 $ 1,161 Foreign currency exchange contracts Other current assets 3,389 2,169 10,957 Accounts payable and accrued expenses — 3,952 3,200 Total $ 6,568 $ 2,169 $ 10,957 $ — $ 20,610 $ 4,361 Derivatives Not Designated as Hedging Instruments Foreign currency exchange contracts Other current assets $ 1,152 $ 1,390 $ 13,111 Accounts payable and accrued expenses $ 1,194 $ 1,298 $ 64 Total $ 1,152 $ 1,390 $ 13,111 $ 1,194 $ 1,298 $ 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. 21 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 December 31, 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: December 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 — 11,257 — — 11,257 Interest rate swap agreements — — 3,179 — 3,179 Foreign currency exchange contracts — — 4,541 — 4,541 Total financial assets measured and reported at fair value $ 334 $ 11,257 $ 7,720 $ — $ 19,311 Liabilities Foreign currency exchange contracts $ — $ — $ 1,195 $ — $ 1,195 Total financial liabilities measured and reported at fair value $ — $ — $ 1,195 $ — $ 1,195 December 31, 2021 Fair Value Hierarchy (in thousands of dollars) NAV Level 1 Level 2 Level 3 Total Assets Money market funds $ 335 $ — $ — $ — $ 335 Trading securities associated with deferred compensation plans — 14,794 — — 14,794 Foreign currency exchange contracts — — 3,559 — 3,559 Total financial assets measured and reported at fair value $ 335 $ 14,794 $ 3,559 $ — $ 18,688 Liabilities Interest rate swap agreements $ — $ — $ 16,658 $ — $ 16,658 Foreign currency exchange contracts — — 5,250 — 5,250 Total financial liabilities measured and reported at fair value $ — $ — $ 21,908 $ — $ 21,908 22 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. ("FruitSmart") in fiscal year 2020 and recognized a contingent consideration liability of $ 6.7 million on the date of acquisition. Each period the Company evaluated 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. 23 A reconciliation of the change in the balance of the acquisition-related contingent consideration obligation (Level 3) for the nine months ended December 31, 2022 and 2021 is provided below. (in thousands of dollars) Nine Months Ended December 31, 2022 2021 Balance beginning of year $ — $ 2,532 Change in fair value of contingent consideration liability — ( 2,532 ) Balance at end of period $ — $ — Long-term Debt The following table summarizes the fair and carrying value of the Company’s long-term debt, and if applicable any current portion, at each of the balance sheet dates December 31, 2022, and 2021 and March 31, 2022: (in millions of dollars) December 31, 2022 December 31, 2021 March 31, 2022 Fair market value of long term obligations $ 615 $ 517 $ 517 Carrying value of long term obligations $ 620 $ 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. 24 The components of the Company’s net periodic benefit cost were as follows: Pension Benefits Other Postretirement Benefits Three Months Ended December 31, Three Months Ended December 31, (in thousands of dollars) 2022 2021 2022 2021 Service cost $ 1,549 $ 1,678 $ 33 $ 43 Interest cost 2,341 2,212 236 265 Expected return on plan assets ( 3,323 ) ( 3,373 ) ( 18 ) ( 21 ) Net amortization and deferral 1,001 976 ( 168 ) ( 115 ) Net periodic benefit cost $ 1,568 $ 1,493 $ 83 $ 172 Pension Benefits Other Postretirement Benefits Nine Months Ended December 31, Nine Months Ended December 31, (in thousands of dollars) 2022 2021 2022 2021 Service cost $ 4,597 $ 4,981 $ 97 $ 137 Interest cost 7,027 6,725 712 745 Expected return on plan assets ( 9,971 ) ( 10,145 ) ( 56 ) ( 65 ) Net amortization and deferral 3,003 2,928 ( 507 ) ( 346 ) Net periodic benefit cost $ 4,656 $ 4,489 $ 246 $ 471 During the nine months ended December 31, 2022, the Company made contributions of approximately $ 3.6 million to its pension plans. Additional contributions of $ 0.5 million are expected during the remaining three 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 vest 1 year after the grant date. Restricted shares vest upon the individual’s retirement from service as a director. 25 During the nine-month periods ended December 31, 2022 and 2021, the Company issued the following stock-based awards, representing the regular annual grants to officers and outside directors of the Company: Nine Months Ended December 31, 2022 2021 RSUs: Number granted 79,405 72,860 Grant date fair value $ 62.17 $ 56.31 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 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 nine-month periods ended December 31, 2022 and 2021, the Company recorded total stock-based compensation expense of approximately $ 6.6 million and $ 5.3 million, respectively. The Company expects to recognize stock-based compensation expense of approximately $ 1.2 million during the remaining three 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. 26 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 December 31, Nine Months Ended December 31, (in thousands of dollars) 2022 2021 2022 2021 SALES AND OTHER OPERATING REVENUES Tobacco Operations $ 724,589 $ 578,002 $ 1,642,682 $ 1,268,610 Ingredients Operations 70,450 74,642 233,163 188,018 Consolidated sales and other operating revenues $ 795,039 $ 652,644 $ 1,875,845 $ 1,456,628 OPERATING INCOME Tobacco Operations $ 77,104 $ 69,796 $ 119,010 $ 105,599 Ingredients Operations 767 3,494 9,876 10,573 Segment operating income 77,871 73,290 128,886 116,172 Deduct: Equity in pretax (earnings) loss of unconsolidated affiliates (1) ( 345 ) ( 2,084 ) ( 208 ) ( 5,056 ) Restructuring and impairment costs (2) — ( 8,433 ) — ( 10,457 ) Add: Other income (loss) (3) — — — 2,532 Consolidated operating income $ 77,526 $ 62,773 $ 128,678 $ 103,191 (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. (3) Other income represents the reversal of a portion of the contingent consideration liability associated with the acquisition of FruitSmart. See Note 12 for additional information. 27 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 nine months ended December 31, 2022 and 2021: Nine Months Ended December 31, (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 ( 5,425 ) ( 4,685 ) Less: Net (gain) loss on foreign currency translation attributable to noncontrolling interests 247 170 Other comprehensive income (loss) attributable to Universal Corporation, net of income taxes ( 5,178 ) ( 4,515 ) Balance at end of period $ ( 46,143 ) $ ( 39,650 ) 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 $( 530 ) and $( 301 )) 253 730 Reclassification of (gain) loss to earnings (net of tax expense (benefit) of $ 519 and $ 748 ) (1) ( 2,191 ) ( 2,265 ) Other comprehensive income (loss) attributable to Universal Corporation, net of income taxes ( 1,938 ) ( 1,535 ) Balance at end of period $ 1,641 $ ( 1,949 ) 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 $( 3,224 ) and $( 487 )) 11,870 1,832 Reclassification of (gain) loss to earnings (net of tax expense (benefit) of $( 220 ) and $( 1,193 )) (2) 811 4,488 Other comprehensive income (loss) attributable to Universal Corporation, net of income taxes 12,681 6,320 Balance at end of period $ 11,821 $ ( 13,160 ) 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 $( 409 ) and $( 524 )) (3) 1,491 2,355 Other comprehensive income (loss) attributable to Universal Corporation, net of income taxes 1,491 2,355 Balance at end of period $ ( 44,574 ) $ ( 49,653 ) Total accumulated other comprehensive loss at end of period $ ( 77,255 ) $ ( 104,412 ) (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. 28 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 and nine months ended December 31, 2022 and 2021 is as follows: Three Months Ended December 31, 2022 Three Months Ended December 31, 2021 (in thousands of dollars) Universal Corporation Non-controlling Interests Total Universal Corporation Non-controlling Interests Total Balance at beginning of three-month period $ 1,324,854 $ 29,879 $ 1,354,733 $ 1,297,332 $ 36,094 $ 1,333,426 Changes in common stock Accrual of stock-based compensation 1,326 — 1,326 1,204 — 1,204 Dividend equivalents on RSUs 294 — 294 266 — 266 Changes in retained earnings Net income 41,660 9,701 51,361 34,940 9,215 44,155 Cash dividends declared Common stock ( 19,399 ) — ( 19,399 ) ( 19,193 ) — ( 19,193 ) Repurchase of common stock — — — — — — Dividend equivalents on RSUs ( 294 ) — ( 294 ) ( 266 ) — ( 266 ) Other comprehensive income (loss) 12,351 370 12,721 1,721 ( 14 ) 1,707 Other changes in noncontrolling interests Dividends paid to noncontrolling shareholders — — — — ( 2,057 ) ( 2,057 ) Balance at end of period $ 1,360,792 $ 39,950 $ 1,400,742 $ 1,316,004 $ 43,238 $ 1,359,242 29 Nine Months Ended December 31, 2022 Nine Months Ended December 31, 2021 (in thousands of dollars) Universal Corporation Non-controlling Interests Total Universal Corporation Non-controlling Interests Total Balance at beginning of year $ 1,340,543 $ 44,226 $ 1,384,769 $ 1,307,299 $ 41,126 $ 1,348,425 Changes in common stock Repurchase of common stock ( 893 ) — ( 893 ) — — — Accrual of stock-based compensation 6,630 — 6,630 5,289 — 5,289 Withholding of shares from stock-based compensation for grantee income taxes ( 2,090 ) — ( 2,090 ) ( 2,458 ) — ( 2,458 ) Dividend equivalents on RSUs 851 — 851 802 — 802 Changes in retained earnings Net income 70,345 3,223 73,568 60,807 9,015 69,822 Cash dividends declared Common stock ( 58,244 ) — ( 58,244 ) ( 57,558 ) — ( 57,558 ) Repurchase of common stock ( 2,555 ) — ( 2,555 ) — — — Dividend equivalents on RSUs ( 851 ) — ( 851 ) ( 802 ) — ( 802 ) Other comprehensive income (loss) 7,056 ( 247 ) 6,809 2,625 ( 170 ) 2,455 Other changes in noncontrolling interests Dividends paid to noncontrolling shareholders — ( 6,825 ) ( 6,825 ) — ( 6,733 ) ( 6,733 ) Other — ( 427 ) ( 427 ) — — — Balance at end of period $ 1,360,792 $ 39,950 $ 1,400,742 $ 1,316,004 $ 43,238 $ 1,359,242 30