EX-99.2 3 dex992.htm EXHIBIT 99.2 Exhibit 99.2

Exhibit 99.2

LOGO

P.O. Box 25099 Richmond, VA 23260 Phone: (804) 359-9311 Fax: (804) 254-3584

PRESS RELEASE

 

CONTACT:    Karen M. L. Whelan    RELEASE:    2:15 p.m. ET
   Phone:    (804) 359-9311      
   Fax:    (804) 254-3584      
   Email:    investor@universalleaf.com      

Universal Corporation Reports Strong First Quarter Earnings

Richmond, VA, August 4, 2009 / PRNEWSWIRE

HIGHLIGHTS

Diluted earnings per share increased to $1.47 versus $0.64 last year.

Revenues up 22% to $616 million on higher volumes from earlier shipments and better product mix.

Operating income up 83% to $70 million.

George C. Freeman, III, Chairman, President, and Chief Executive Officer of Universal Corporation (NYSE:UVV), announced that net income attributable to Universal Corporation for the first quarter of fiscal year 2010, which ended on June 30, 2009, was $43.7 million, or $1.47 per diluted share. Those results more than doubled last year’s income of $21.1 million, or $0.64 per diluted share, mostly because of earlier shipments of tobacco this year and a more favorable product mix. The same factors caused a 22% revenue increase compared to the same quarter last year. Revenues for the quarter were about $616 million.

Mr. Freeman stated, “We are very pleased with our performance during the first quarter. Each of our operations performed as we had expected or better. Earlier shipments of Brazilian and European tobacco boosted our results, and leaf costs were lower due to the stronger U.S. dollar. Looking at the current worldwide situation, we see the U.S. dollar beginning to weaken again, which could increase costs as we enter the next purchasing season. We will be monitoring these factors as the year progresses, and we will be working to control our costs.

“We do not foresee any oversupply of flue-cured tobacco in the coming year. Global burley availability improved after the shortage of filler style crops two years ago, and there is a large crop again this year. So it is likely that we will see some oversupply of burley. Worldwide dealer inventories for flue-cured and burley tobacco are about 70 million kilos compared to about 80 million kilos last year.

“Japan Tobacco Inc., one of our largest customers, recently announced steps to enhance their direct leaf procurement capabilities by acquiring and entering joint ventures with smaller leaf merchants. They enumerated several factors that prompted their moves, including the desire to enhance internal expertise in leaf procurement, actively manage the leaf supply chain, and work more directly with tobacco growers. Over time, these steps are likely to reduce our volumes with them in the United States, and may affect other regions as well. However, the overall impact and timing cannot yet be determined. We are continuing our dialogue with Japan Tobacco and believe that we will continue our long-term relationship.

 

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Universal Corporation

Page 2

 

“Two Board members are retiring after long service to the Company: Joseph C. Farrell and Walter A. Stosch. Both are veteran Board members who have provided us with the benefit of their long and successful experience in business and finance. We wish them well and thank them for their insightful guidance. In addition, Robert C. Sledd has been elected to the Board today. He is Managing Partner of Pinnacle Ventures, LLC, a venture capital company, and Sledd Properties, LLC, an investment company. He served as the Chairman of Performance Food Group until June 2008, and currently serves as a Director of Owens & Minor, Inc. and SCP Pool Corporation.”

FLUE-CURED AND BURLEY LEAF TOBACCO OPERATIONS:

Operating income for our flue-cured and burley tobacco operations increased by 85% to $64 million. That performance includes results from our North America and Other Regions segments. Operating income for the North America segment reflected its normal seasonal low period, but its performance was also affected by lower sales volumes of old crop U.S. leaf this quarter and lower Canadian volumes from the reduced crop there. The volume decline significantly reduced that segment’s revenues. In contrast, operating income for the Other Regions segment includes the seasonally strong Brazilian operations, which were characterized this year by substantially higher volumes due to earlier shipments. Average leaf sales prices were lower this year, reflecting lower leaf costs. Leaf costs were lower in U.S. dollar terms because of the weaker Brazilian currency during the leaf purchasing season; however, a significant portion of that cost of producing the crop was incurred in the form of inputs advanced to farmers before the local currency weakened and was included in last year’s remeasurement losses. Earlier shipments of tobacco from Europe and increased volumes in Asia also benefited the quarter’s results, while lower shipments of old crop tobacco from Africa reduced that region’s results during its seasonal low period. Revenues for the Other Regions segment increased by nearly 30%, primarily due to the earlier shipments from Brazil and Europe, and the increased Asian trading volumes, which were partly offset by the lower sales of old crop tobacco from Africa. In addition to increased volumes, revenues increased on higher proportions of lamina in shipments during the quarter and higher prices for certain Asian trading volumes.

OTHER TOBACCO OPERATIONS:

The Other Tobacco Operations segment performed well as the oriental tobacco joint venture results improved, mainly due to a more favorable sales mix as well as to certain cost containment measures. Dark tobacco results also improved on better product mix although volumes declined. During the last quarter of fiscal year 2009, customers had purchased leaf earlier than usual in anticipation of the enactment of U.S. excise tax increases, and thus volumes were lower this year. Despite the lower volumes, dark tobacco revenues, which are the predominant factor in segment revenues, increased due to higher prices caused by increased leaf costs during last year’s purchasing season and a more favorable product mix.

OTHER ITEMS:

Cost of sales increased by 18% to $476 million in the quarter on the increased volumes shipped, offset by lower costs as the U.S. dollar strengthened against the currencies of many origins during the leaf purchasing season. Selling, general, and administrative costs increased by 7%, reflecting additional currency remeasurement losses of about $6 million. Interest expense was comparable to that of fiscal year 2009, and the effective income tax rate was similar to last year’s rate.

 

— M O R E —


Universal Corporation

Page 3

 

Additional information

This information includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The Company cautions readers that any statements contained herein regarding earnings and expectations for its performance are forward-looking statements based upon management’s current knowledge and assumptions about future events, including anticipated levels of demand for and supply of its 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. Actual results, therefore, could vary from those expected. A further list and description of these risks, uncertainties and other factors can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2009, and in other documents the Company files with the Securities and Exchange Commission. This information should be read in conjunction with the Annual Report on Form 10-K for the year ended March 31, 2009.

At 5:00 p.m. (Eastern Time) on August 4, 2009, the Company will host a conference call to discuss these results. Those wishing to listen to the call may do so by visiting www.universalcorp.com at that time. A replay of the webcast will be available at that site for three months. A taped replay of the call will also be available until August 25, 2009, by dialing (800) 642-1687. The confirmation number to access the replay is 22877191.

Headquartered in Richmond, Virginia, Universal Corporation is the world’s leading tobacco merchant and processor and conducts business in more than 30 countries. Its revenues for the fiscal year ended March 31, 2009, were $2.6 billion. For more information on Universal Corporation, visit its web site at www.universalcorp.com.

 

— M O R E —


Universal Corporation

Page 4

 

UNIVERSAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands of dollars, except per share data)

 

     Three Months Ended
June 30,
 
     2009     2008  
     (Unaudited)  

Sales and other operating revenues

   $ 616,112      $ 506,287   

Costs and expenses

    

Cost of goods sold

     476,748        403,253   

Selling, general and administrative expenses

     69,592        64,847   
                

Operating income

     69,772        38,187   

Equity in pretax earnings (loss) of unconsolidated affiliates

     3,641        (50

Interest income

     565        950   

Interest expense

     8,155        7,666   
                

Income before income taxes and other items

     65,823        31,421   

Income taxes

     22,019        10,281   
                

Net income

     43,804        21,140   

Less: net income attributable to noncontrolling interests in subsidiaries

     (59     (29
                

Net income attributable to Universal Corporation

     43,745        21,111   

Dividends on Universal Corporation convertible perpetual preferred stock

     (3,712     (3,712
                

Earnings available to Universal Corporation common shareholders

   $ 40,033      $ 17,399   
                

Earnings per share attributable to Universal Corporation common shareholders:

    

Basic

   $ 1.60      $ 0.65   
                

Diluted

   $ 1.47      $ 0.64   
                

See accompanying notes.

 

— M O R E —


Universal Corporation

Page 5

 

UNIVERSAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands of dollars)

 

     June 30,
2009
    June 30,
2008
    March 31,
2009
 
     (Unaudited)     (Unaudited)        
ASSETS       

Current

      

Cash and cash equivalents

   $ 131,167      $ 141,805      $ 212,626   

Short-term investments

     —          28,939        —     

Accounts receivable, net

     229,764        224,854        263,383   

Advances to suppliers, net

     141,383        207,743        214,282   

Accounts receivable - unconsolidated affiliates

     15,654        16,183        20,371   

Inventories - at lower of cost or market:

      

Tobacco

     886,232        965,244        586,136   

Other

     66,851        63,766        60,712   

Prepaid income taxes

     14,238        13,005        13,181   

Deferred income taxes

     43,385        24,281        68,264   

Other current assets

     80,031        93,216        64,964   
                        

Total current assets

     1,608,705        1,779,036        1,503,919   

Property, plant and equipment

      

Land

     16,002        16,516        15,773   

Buildings

     254,846        256,470        251,875   

Machinery and equipment

     507,681        517,272        492,214   
                        
     778,529        790,258        759,862   

Less accumulated depreciation

     (462,266     (463,345     (447,575
                        
     316,263        326,913        312,287   

Other assets

      

Goodwill and other intangibles

     106,030        106,413        106,097   

Investments in unconsolidated affiliates

     112,781        115,744        103,987   

Deferred income taxes

     20,393        50,164        17,376   

Other noncurrent assets

     91,297        92,922        94,510   
                        
     330,501        365,243        321,970   
                        

Total assets

   $ 2,255,469      $ 2,471,192      $ 2,138,176   
                        

See accompanying notes.

 

— M O R E —


Universal Corporation

Page 6

 

UNIVERSAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands of dollars)

 

     June 30,
2009
    June 30,
2008
    March 31,
2009
 
     (Unaudited)     (Unaudited)        
LIABILITIES AND SHAREHOLDERS’ EQUITY       

Current

      

Notes payable and overdrafts

   $ 171,125      $ 260,590      $ 168,608   

Accounts payable and accrued expenses

     281,336        310,971        236,837   

Accounts payable - unconsolidated affiliates

     100        119        19,191   

Customer advances and deposits

     57,288        165,945        14,162   

Accrued compensation

     20,818        19,128        24,710   

Income taxes payable

     8,839        7,133        6,867   

Current portion of long-term obligations

     79,500        —          79,500   
                        

Total current liabilities

     619,006        763,886        549,875   

Long-term obligations

     329,596        399,496        331,808   

Pensions and other postretirement benefits

     94,219        91,776        91,248   

Other long-term liabilities

     81,639        95,839        79,159   

Deferred income taxes

     51,226        44,072        52,842   
                        

Total liabilities

     1,175,686        1,395,069        1,104,932   

Shareholders’ equity

      

Universal Corporation:

      

Preferred stock:

      

Series A Junior Participating Preferred Stock, no par value, 500,000 shares authorized, none issued or outstanding

     —          —          —     

Series B 6.75% Convertible Perpetual Preferred Stock, no par value, 5,000,000 shares authorized, 219,999 shares issued and outstanding (219,999 at June 30, 2008, and March 31, 2009)

     213,023        213,023        213,023   

Common stock, no par value, 100,000,000 shares authorized, 24,901,506 shares issued and outstanding (26,095,635 at June 30, 2008, and 24,999,127 at March 31, 2009)

     195,437        200,763        194,037   

Retained earnings

     712,684        671,322        686,960   

Accumulated other comprehensive loss

     (45,207     (12,156     (64,547
                        

Total Universal Corporation shareholders’ equity

     1,075,937        1,072,952        1,029,473   

Noncontrolling interests in subsidiaries

     3,846        3,171        3,771   
                        

Total shareholders’ equity

     1,079,783        1,076,123        1,033,244   
                        

Total liabilities and shareholders’ equity

   $ 2,255,469      $ 2,471,192      $ 2,138,176   
                        

See accompanying notes.

 

— M O R E —


Universal Corporation

Page 7

 

UNIVERSAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of dollars)

 

     Three Months Ended
June 30,
 
     2009     2008  
     (Unaudited)  

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net income

   $ 43,804      $ 21,140   

Adjustments to reconcile net income to net cash used by operating activities:

    

Depreciation

     9,902        10,292   

Amortization

     504        249   

Provisions for losses on advances and guaranteed loans to suppliers

     583        3,766   

Remeasurement loss (gain), net

     6,261        (306

Other, net

     13,825        10,280   

Changes in operating assets and liabilities, net

     (126,603     (182,739
                

Net cash used by operating activities

     (51,724     (137,318
                

CASH FLOWS FROM INVESTING ACTIVITIES:

    

Purchase of property, plant and equipment

     (11,158     (6,126

Purchases of short-term investments

     —          (9,658

Maturities and sales of short-term investments

     —          39,608   

Proceeds from sale of property, plant and equipment, and other

     1,813        3,866   
                

Net cash provided (used) by investing activities

     (9,345     27,690   
                

CASH FLOWS FROM FINANCING ACTIVITIES:

    

Issuance (repayment) of short-term debt, net

     (3,124     127,318   

Issuance of common stock

     —          37   

Repurchase of common stock

     (2,981     (47,229

Dividends paid on convertible perpetual preferred stock

     (3,712     (3,712

Dividends paid on common stock

     (11,461     (11,729
                

Net cash provided (used) by financing activities

     (21,278     64,685   
                

Effect of exchange rate changes on cash

     888        678   
                

Net decrease in cash and cash equivalents

     (81,459     (44,265

Cash and cash equivalents at beginning of year

     212,626        186,070   
                

Cash and cash equivalents at end of period

   $ 131,167      $ 141,805   
                

See accompanying notes.

 

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Universal Corporation

Page 8

 

NOTE 1. BASIS OF PRESENTATION

Universal Corporation, with its subsidiaries (“Universal” or the “Company”), is the world’s leading leaf tobacco merchant and processor. 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. Certain amounts in prior year statements have been reclassified to conform to the current year presentation. This press release 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, 2009.

NOTE 2. ACCOUNTING PRONOUNCEMENTS

Effective April 1, 2009, Universal adopted Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51” (“SFAS 160”). SFAS 160 requires that noncontrolling interests in subsidiaries that are included in a company’s consolidated financial statements, commonly referred to as “minority interests,” be reported as a component of shareholders’ equity in the balance sheet. It also requires that a company’s consolidated net income include the amounts attributable to both the company’s interest and the noncontrolling interest in the subsidiary, identified separately in the financial statements. The new guidance requires certain disclosures about noncontrolling interests in the consolidated financial statements. Adoption of SFAS 160 did not have a material impact on the Company’s financial statements.

NOTE 3. GUARANTEES AND OTHER CONTINGENT LIABILITIES

Guarantees of bank loans to growers for crop financing and construction of curing barns or other tobacco producing assets are industry practice in Brazil and support the farmers’ production of tobacco there. At June 30, 2009, the Company’s total exposure under guarantees issued by its operating subsidiary in Brazil for banking facilities of farmers in that country was approximately $82 million, net of the accrual recorded for the fair value of the guarantees. About 44% of these guarantees expire within one year, and all of the remainder expire within five years. The subsidiary withholds payments due to the farmers on delivery of tobacco and forwards those payments to the third-party banks. Failure of farmers to deliver sufficient quantities of tobacco to the subsidiary to cover their obligations to the third-party banks could result in a liability for the subsidiary under the related guarantees; however, in that case, the subsidiary would have recourse against the farmers. The maximum potential amount of future payments that the Company’s subsidiary could be required to make at June 30, 2009, was the face amount ($82 million) including unpaid accrued interest ($110 million as of June 30, 2008, and $104 million at March 31, 2009). The fair value of the guarantees was a liability of approximately $36 million at June 30, 2009 ($37 million at June 30, 2008, and $35 million at March 31, 2009). In addition to these guarantees, the Company has other contingent liabilities totaling approximately $53 million, primarily related to a bank guarantee that bonds an appeal of a 2006 fine in the European Union.

Various subsidiaries of the Company are involved in other 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 claims and does not currently expect that any of them will have a material adverse effect on the Company’s 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.

 

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Universal Corporation

Page 9

 

NOTE 4. EARNINGS PER SHARE

The following table sets forth the computation of earnings per share for the periods presented in the consolidated statements of income.

 

     Three Months Ended
June 30,
 

(in thousands, except per share data)

   2009     2008  

Basic Earnings Per Share

    

Numerator for basic earnings per share

    

Net income attributable to Universal Corporation

   $ 43,745      $ 21,111   

Less: Dividends on convertible perpetual preferred stock

     (3,712     (3,712
                

Earnings available to Universal Corporation common shareholders for calculation of basic earnings per share

     40,033        17,399   
                

Denominator for basic earnings per share

    

Weighted average shares outstanding

     24,985        26,897   
                

Basic earnings per share

   $ 1.60      $ 0.65   
                

Diluted Earnings Per Share

    

Numerator for diluted earnings per share

    

Earnings available to Universal Corporation common shareholders

   $ 40,033      $ 17,399   

Add: Dividends on convertible perpetual preferred stock (if conversion assumed)

     3,712        —     
                

Earnings available to Universal Corporation common shareholders for calculation of diluted earnings per share

     43,745        17,399   
                

Denominator for diluted earnings per share:

    

Weighted average shares outstanding

     24,985        26,897   

Effect of dilutive securities (if conversion or exercise assumed)

    

Convertible perpetual preferred stock

     4,728        —     

Employee share-based awards

     131        218   
                

Denominator for diluted earnings per share

     29,844        27,115   
                

Diluted earnings per share

   $ 1.47      $ 0.64   
                

For the three months ended June 30, 2008, conversion of the Company’s outstanding Series B 6.75% Convertible Perpetual Preferred Stock was not assumed since the effect was not dilutive to earnings per share.

 

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Universal Corporation

Page 10

 

NOTE 5. SEGMENT INFORMATION

The principal approach used by management to evaluate the Company’s performance is by geographic region, although some components of the business are evaluated on the basis of their worldwide operations. The Company evaluates the performance of its segments based on operating income after allocated overhead expenses (excluding significant non-recurring charges or credits), plus equity in pretax earnings of unconsolidated affiliates.

Operating results for the Company’s reportable segments for each period presented in the consolidated statements of income were as follows:

 

     Three Months Ended
June 30,
 

(in thousands of dollars)

   2009    2008  

SALES AND OTHER OPERATING REVENUES

     

Flue-cured and burley leaf tobacco operations:

     

North America

   $ 36,132    $ 48,427   

Other regions (1)

     521,172      401,485   
               

Subtotal

     557,304      449,912   

Other tobacco operations (2)

     58,808      56,375   
               

Consolidated sales and other operating revenues

   $ 616,112    $ 506,287   
               

OPERATING INCOME (LOSS)

     

Flue-cured and burley leaf tobacco operations:

     

North America

   $ 306    $ (426

Other regions (1)

     63,909      35,185   
               

Subtotal

     64,215      34,759   

Other tobacco operations (2)

     9,198      3,378   
               

Segment operating income

     73,413      38,137   

Less:

     

Equity in pretax earnings (loss) of unconsolidated affiliates (3)

     3,641      (50
               

Consolidated operating income

   $ 69,772    $ 38,187   
               

 

(1)

Includes South America, Africa, Europe, and Asia regions, as well as inter-region eliminations.

 

(2)

Includes Dark Air-Cured, Special Services, and Oriental, as well as inter-company eliminations. Sales and other operating revenues for this reportable segment include limited amounts for Oriental because its financial results consist principally of equity in the pretax earnings of an unconsolidated affiliate.

 

(3)

Item is included in segment operating income, but not included in consolidated operating income.

 

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