-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E62VMaXMStIE2HZof6iiSM/XoX1WJRdKA4dueWFvqAnZCqjNKGr/JfADbxff6N7W Y+CbFoKTDbdXLX2M6sdjcA== 0001127264-01-000012.txt : 20010205 0001127264-01-000012.hdr.sgml : 20010205 ACCESSION NUMBER: 0001127264-01-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010201 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL CORP /VA/ CENTRAL INDEX KEY: 0000102037 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-FARM PRODUCT RAW MATERIALS [5150] IRS NUMBER: 540414210 STATE OF INCORPORATION: VA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-00652 FILM NUMBER: 1521758 BUSINESS ADDRESS: STREET 1: 1501 NORTH HAMILTON STREET STREET 2: PO BOX 25099 CITY: RICHMOND STATE: VA ZIP: 23230 BUSINESS PHONE: 8043599311 MAIL ADDRESS: STREET 1: PO BOX 25099 CITY: RICHMOND STATE: VA ZIP: 23260 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSAL LEAF TOBACCO CO INC DATE OF NAME CHANGE: 19880314 8-K 1 0001.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 1, 2001 (Date of earliest event reported) UNIVERSAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Virginia 1-652 54-0414210 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 1501 North Hamilton Street Richmond, Virginia 23230 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (804) 359-9311 Item 5. Other Events. The press releases issued by the Registrant on February 1, 2001 attached hereto as Exhibit 99.1 and 99.2 are incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. No. Description --- ----------- 99.1 Press release announcing Universal Corporation's Second Quarter Earnings.* 99.2 Press release announcing Universal Corporation's Quarterly Dividend.* - ------------------ *Filed Herewith SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. UNIVERSAL CORPORATION (Registrant) Date: February 1, 2001 By: /s/ George C. Freeman, III --------------------------------- George C. Freeman, III General Counsel and Secretary Exhibit Index Exhibit Number Document - ------- -------- 99.1 Press release announcing Universal Corporation's Second Quarter Earnings.* 99.2 Press release announcing Universal Corporation's Quarterly Dividend.* - ------------------- *Filed Herewith EX-99.1 2 0002.txt PRESS RELEASE ANNOUNCING SECOND QUARTER EARNINGS UNIVERSAL CORPORATION LOGO P.O. Box 25099 Richmond, VA 23260 o phone: (804) 359-9311 o fax (804) 254-3594 - -------------------------------------------------------------------------------- PRESS RELEASE CONTACT RELEASE Karen M. L. Whelan 4:30 p.m. Eastern Time Phone: (804) 359-9311 Fax: (804) 254-3594 Email: investor@universalleaf.com Universal Corporation Reports Higher Second Quarter Earnings Richmond, VA, February 1, 2001 / PRNEWSWIRE Henry H. Harrell, Chairman and Chief Executive Officer of Universal Corporation, announced today that the company's earnings improved in the second quarter of fiscal year 2001, in line with management's expectation. Net income for the three-month period ended December 31, 2000, was $27.9 million, or $1.01 per diluted share, compared to $26.1 million, or $.85 per diluted share, in the second quarter of fiscal year 2000. Net income for the six months was $52.8 million, or $1.90 per diluted share, compared to $55.7 million, or $1.78 per diluted share last year. Earnings per share in both periods benefited from a reduction in the average shares outstanding as a result of the Company's continuing share repurchase program. As of December 31, 2000, the Company had purchased approximately 9 million shares, for a total cost of about $240 million out of the $300 million authorized. Gross revenues were $1 billion dollars for the quarter and $1.6 billion for the six months compared to $1 billion for the three months and $1.8 billion for the first six months of fiscal year 2000. Tobacco earnings were higher in the quarter and year to date primarily in response to lower costs in the United States associated with operating fewer processing facilities. Foreign tobacco operations continued to perform well, although quarterly comparisons were impacted by delayed shipments from Zimbabwe due to the late opening of the auctions in that country. Universal expects the bulk of Zimbabwe's shipments to take place before the end of this fiscal year. Dark tobacco volumes were negatively affected in the quarter by shipment delays. Those shipments should occur later in this fiscal year. Non-tobacco earnings grew slightly in the quarter but continued to lag last year's performance for the six months. The appreciation of the dollar against the euro (up 19% for the quarter and 16% for the six months) severely penalized the company's lumber and building products operations, which are euro-based. In euro terms, the overall performance of these operations was good. Agri-products -- M O R E -- Universal Corporation Page 2 were higher in the quarter, reflecting improved market conditions for tea and dried fruit and nuts. However, very competitive conditions for confectionery sunflower seeds continued in the quarter and adversely affected results for the quarter and the six months. Commenting on the quarter, Mr. Harrell said, "We reported to you three months ago that a number of factors were combining to increase the volatility of quarterly earnings and to make quarterly earnings comparisons more difficult, including timing of shipments and currency fluctuations, particularly the euro. Nevertheless, we are pleased that in spite of these challenges, Universal was able to achieve a good earnings performance in the quarter." Looking to the remainder of the fiscal year, he noted, "World market conditions are beginning to improve for tobacco as leaf demand appears to be strengthening and unsold leaf inventories are declining. In addition, the U.S. dollar has weakened against the euro recently, which suggests more favorable earnings translations going forward for our lumber and building products distribution businesses. Although uncertainties remain, we expect to have a successful year." The company cautions readers that any forward-looking statements contained herein are based upon management's current knowledge and assumptions about future events, including anticipated levels of demand for and supply of the company's products and services, costs incurred in providing these products and services, timing of shipments to customers, changes in market structure, and general economic, political, market, and weather conditions. Lumber and building products earnings are also affected by changes in exchange rates between the U.S. dollar and the euro. Actual results, therefore, could vary from those expected. For more details on factors that could affect expectations, see the Management's Discussion and Analysis section of the company's Annual Report on Form 10-K for the year ended June 30, 2000, as filed with the Securities and Exchange Commission. For more information, visit Universal's web site at www.universalcorp.com. At 9:00 a.m. (Eastern Time) on February 2, 2001, the company will host a conference call to discuss these results. Those wishing to listen to the call may do so by visiting www.streetevents.com or www.universalcorp.com at that time. A replay of the call will also be available for seven days at those web sites or by dialing 888-203-1112, pass code 717286. -- MORE -- Universal Corporation Page 3 UNIVERSAL CORPORATION UNAUDITED STATEMENTS OF INCOME FOR THE QUARTERS ENDED DECEMBER 31, 2000 AND 1999 (Dollars in thousands, except per-share amounts)
Three Months 2000 1999 ----- ---- Sales and other operating revenues $995,062 $1,032,453 Costs and expenses Cost of goods sold 853,756 891,657 Selling, general and administrative 78,151 81,389 -------- ---------- Operating income 63,155 59,407 Equity in pretax earnings of unconsolidated affiliates 523 (674) Interest expense 17,279 14,764 -------- ---------- Income before income taxes and other items 46,399 43,969 Income taxes 15,550 15,829 Minority interests 2,987 1,992 -------- ---------- Net income $ 27,862 $ 26,148 ======== ========== Earnings per share $1.02 $ .85 Diluted earnings per share $1.01 $ .85 Denominator for earnings per share (weighted average shares) Basic 27,428,352 30,806,630 Diluted 27,528,106 30,809,151
See accompanying notes. -- M O R E -- Universal Corporation Page 4 UNIVERSAL CORPORATION UNAUDITED STATEMENTS OF INCOME FOR THE SIX MONTHS ENDED DECEMBER 31, 2000 AND 1999 (Dollars in thousands, except per-share amounts)
Six Months 2000 1999 ---- ---- Sales and other operating revenues $1,645,827 $1,819,459 Costs and expenses Cost of goods sold 1,382,938 1,552,708 Selling, general and administrative 147,798 155,763 ---------- ---------- Operating income 115,091 110,988 Equity in pretax earnings of unconsolidated affiliates 1,872 5,922 Interest expense 32,108 26,540 ---------- ---------- Income before income taxes and other items 84,855 90,370 Income taxes 30,548 32,533 Minority interests 1,480 2,187 ---------- ---------- Net income $ 52,827 $ 55,650 ========== ========== Earnings per share $1.90 $1.78 Diluted earnings per share $1.90 $1.78 Denominator for earnings per share (weighted average shares) Basic 27,741,728 31,247,956 Diluted 27,794,335 31,258,548
See accompanying notes. -- M O R E -- Universal Corporation Page 5 NOTES 1. The company's operations are seasonal; therefore, the results of operations for the three- and six-month periods ended December 31, 2000, are not necessarily indicative of results to be expected for the year ending June 30, 2001. All adjustments necessary to state fairly the results for such period have been included and were of a normal recurring nature. Certain amounts in prior year's financial statements have been reclassified to conform to the current year's presentation. 2. Contingencies: At December 31, 2000, total exposure under guarantees issued for banking facilities of unconsolidated affiliates and suppliers was approximately $49 million. Other contingent liabilities approximated $17 million and related to performance bonds, value-added tax guarantees, and accounts receivable sold with recourse. The company's Brazilian subsidiaries have been notified by the tax authorities of proposed adjustments to the income tax returns filed in prior years. The total contingent liability, including penalties and interest, approximates $23 million. The company believes the Brazilian tax returns filed were in compliance with the applicable tax code. The numerous proposed adjustments vary in complexity and amounts. While it is not feasible to predict the precise amount or timing of each proposed adjustment, the company believes that the ultimate disposition will not have a material adverse effect on the company's consolidated financial position or results of operations. 3. Comprehensive income (in thousands) - ------------------------------------------------------ ----------------------------- ------------------------------- Three months Six months - ------------------------------------------------------ ----------------------------- ------------------------------- Periods ended December 31, 2000 1999 2000 1999 - ------------------------------------------------------ ------------- --------------- -------------- ---------------- Net income $27,862 $26,148 $52,827 $55,650 Foreign currency translation adjustment (10,151) (4,661) (9,926) (3,838) - ------------------------------------------------------ ------------- --------------- -------------- ---------------- Comprehensive income $17,711 $21,487 $42,901 $51,812 ====================================================== ============= =============== ============== ================ 4. Reportable segment data (in thousands) - ------------------------------------------------- ------------------------------- -------------------------------- Sales and other operating revenues Three months Six months - ------------------------------------------------- --------------- --------------- ---------------- --------------- Periods ended December 31, 2000 1999 2000 1999 - ------------------------------------------------- --------------- --------------- ---------------- --------------- Tobacco $758,076 $ 767,945 $1,160,321 $1,281,718 Lumber and building products 123,038 138,801 252,700 280,822 Agri-products 113,948 125,707 232,806 256,919 - ------------------------------------------------- --------------- --------------- ---------------- --------------- Total $995,062 $1,032,453 $1,645,827 $1,819,459 ================================================= =============== =============== ================ =============== - --------------------------------------------------- ----------------------------- -------------------------------- Operating income Three months Six months - --------------------------------------------------- ------------ ---------------- --------------- ---------------- Periods ended December 31, 2000 1999 2000 1999 - --------------------------------------------------- ------------ ---------------- --------------- ---------------- Tobacco $58,411 $52,964 $105,191 $102,213 Lumber and building products 6,100 6,724 13,750 15,533 Agri-products 4,053 3,578 7,810 8,636 ------------ ---------------- --------------- ---------------- Total segments 68,564 63,266 126,751 126,386 Less: Corporate expenses 4,886 4,533 9,788 9,472 Equity in pretax earnings of unconsolidated affiliates 523 (674) 1,872 5,922 - --------------------------------------------------- ------------ ---------------- --------------- ---------------- Operating income $63,155 $59,407 $115,091 $110,988 =================================================== ============ ================ =============== ================
# # # EX-99.2 3 0003.txt PRESS RELAEASE ANNOUNCING QUARTLY DIVIDEND UNIVERSAL CORPORATION LOGO P.O. Box 25099 Richmond, VA 23260 o phone: (804) 359-9311 o fax (804) 254-3594 - -------------------------------------------------------------------------------- PRESS RELEASE CONTACT RELEASE Karen M. L. Whelan Immediately Phone: (804) 359-9311 Fax: (804) 254-3594 Email: investor@universalleaf.com Universal Corporation Announces Quarterly Dividend Richmond, VA o February 1, 2001 / PRNEWSWIRE Henry H. Harrell, Chairman and Chief Executive Officer of Universal Corporation announced that the company's Board of Directors has declared a quarterly dividend of thirty-two cents ($.32) per share on the common shares of the company, payable May 14, 2001, to common shareholders of record at the close of business on April 9, 2001. Universal Corporation (NYSE: UVV) is a diversified company with operations in tobacco, lumber, and agri-products. Its gross revenues for the fiscal year that ended on June 30, 2000, were approximately $3.4 billion. For more information, visit Universal's web site at www.universalcorp.com. # # # -----END PRIVACY-ENHANCED MESSAGE-----