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UNITED STATES
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 (Date of earliest event reported): February 10, 2025
UNIVERSAL
CORPORATION
(Exact Name of Registrant as Specified in its
Charter)
Virginia
(State or Other Jurisdiction of Incorporation)
| 001-00652 |
|
54-0414210 |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
| 9201 Forest Hill Avenue, Richmond, Virginia |
23235 |
| (Address of Principal Executive Offices) |
(Zip code) |
(804) 359-9311
(Registrant’s Telephone Number, Including
Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, no par value |
UVV |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company |
¨ |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
¨ |
| Item 2.02 | Results of Operations and Financial Condition. |
On February 10, 2025, Universal
Corporation (the “Company”) issued a press release (the “Press Release”) discussing certain preliminary unaudited
financial results for the quarter ended December 31, 2024. These preliminary financial results are unaudited, based on currently available
information and are not a comprehensive statement of the financial results for this period. Consequently, the preliminary unaudited financial
results do not present all necessary information for a complete understanding of the Company’s financial condition as of December
31, 2024 or its results of operations for the quarter ended December 31, 2024. Actual results may differ from these preliminary unaudited
financial results due to developments that may arise between the date of the press release and the time that financial results for the
quarter ended December 31, 2024 are finalized. A copy of this release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 2.04 | Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
The Company previously disclosed
in a Current Report on Form 8-K (the “Form 8-K”) that was filed with the Securities and Exchange Commission (the “SEC”)
on November 12, 2024, that it entered into a Consent with respect to that certain Credit Agreement, dated December 15, 2022, among the
Company, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Credit Agreement”).
Under the Credit Agreement the Company covenants to deliver its quarterly financial statements within 45 days following quarter end (the
“Quarterly Financials Covenant”). The Consent provided for, among other things, an extension until December 31, 2024 for delivery
by the Company of its quarterly financial statements for the quarter ended September 30, 2024 (the “Second Quarter 2025 Financials”).
The Company also previously disclosed
in a Current Report on Form 8-K that was filed with the SEC on December 26, 2024 that it entered into a further Consent with respect to
the Credit Agreement that provided for, among other things, an extension until February 14, 2025, for delivery by the Company of the Second
Quarter 2025 Financials.
On February 10, 2025, the Company
entered into a further Consent (“February Consent”) with respect to the Credit Agreement that provided for, among other things,
an extension until June 16, 2025, for delivery by the Company of the Second Quarter 2025 Financials and the financials for the quarter
ended December 31, 2024. In connection with the February Consent, the Company paid to each of the lenders who executed such February Consent
a consent fee in an amount equal to 0.05% of the sum of (x) such lender’s Commitment (as defined in the Credit Agreement) and (y)
the aggregate principal amount of such lender’s outstanding Term Loans (as defined in the Credit Agreement), in each case on February
10, 2025.
In
August 2024, shortly before filing the Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, the Company’s management
was made aware of embezzlement by a former senior finance employee at the Company’s Mozambique subsidiary, Mozambique Leaf Tobacco
Ltda. (“MLT”). The Company promptly commenced an internal investigation regarding these allegations and related matters. As
previously reported, with the assistance of outside advisors, the Company’s internal investigation identified approximately $7 million
in the aggregate of unauthorized payments during fiscal years 2022 through 2025. In total, the Company has identified approximately $16.7
million in the aggregate of unauthorized payments during fiscal years 2016 through 2025.
With
the assistance of outside advisors, the Company continues to work diligently to complete the investigation, including a review of the
circumstances and timing around the discovery of the embezzlement, as soon as possible. The Company is currently unable to predict the
outcome or time frame for completion of the investigation.
As
of the date of this press release, the Company does not believe material adjustments to its previously issued financial statements will
be necessary or that the investigation will have a material impact on its financial results for fiscal year 2025. The Company is pursuing
sources of recovery, including insurance.
As
a result of the ongoing investigation, the process of finalizing financial statements for the second and third quarters of fiscal year
2025 could not be completed on a timely basis. The Company intends to file all required reports as soon as practicable after the conclusion
of the investigation. As part of the investigation, management is evaluating its design and effectiveness of internal control over financial
reporting. The Company expects to report one or more material weaknesses in its internal control over financial reporting, and the status
of its related remediation plan, in its filings to be made after the completion of the investigation.
CAUTIONARY
STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
This
Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. Among other things, these statements include statements regarding
the ongoing internal investigation including descriptions of its scope, duration and impact, expectations about the Company’s reporting
of its results and filing its Forms 10-Q for the quarters ended September 30, 2024 and December 31, 2024, the potential financial statement
impact of the investigated matter, and the preliminary unaudited financial information for the quarter ending December 31, 2024. These
forward-looking statements are generally identified by the use of words such as we “expect,” “believe,” “anticipate,”
“could,” “should,” “may,” “plan,” “will,” “predict,” “estimate,”
and similar expressions or words of similar import. These forward-looking statements are based upon management’s current knowledge
and assumptions about future events and involve risks and uncertainties that could cause actual results, performance, or achievements
to be materially different from any anticipated results, prospects, performance, or achievements expressed or implied by such forward-looking
statements. Such risks and uncertainties include, but are not limited to, the uncertainty of the ultimate findings of the ongoing internal
investigation, as well as the timing of its completion and costs and expenses arising out of the ongoing internal investigation process
and its results; the impact of the ongoing internal investigation on us, our management and operations, including financial impact as
well as any litigation or regulatory action that may arise from the ongoing internal investigation; the impact of the internal investigation
on our conclusions regarding the design and effectiveness of our internal control over financial reporting and our disclosure controls
and procedures; our ability to timely and adequately remediate any internal control failures identified from the results of the internal
investigation; our ability to regain compliance with the NYSE listing requirements; success in pursuing strategic investments or acquisitions
and integration of new businesses and the impact of these new businesses on future results; product purchased not meeting quality and
quantity requirements; our reliance on a few large customers; our ability to maintain effective information technology systems and safeguard
confidential information; anticipated levels of demand for and supply of our products and services; costs incurred in providing these
products and services including increased transportation costs and delays attributed to global supply chain challenges; timing of shipments
to customers; higher inflation rates; changes in market structure; government regulation and other stakeholder expectations; economic
and political conditions in the countries in which we and our customers operate, including the ongoing impacts from international conflicts;
product taxation; industry consolidation and evolution; changes in exchange rates and interest rates; impacts of regulation and litigation
on its customers; industry-specific risks related to its plant-based ingredient businesses; exposure to certain regulatory and financial
risks related to climate change; changes in estimates and assumptions underlying our critical accounting policies; the promulgation and
adoption of new accounting standards, new government regulations and interpretation of existing standards and regulations; and general
economic, political, market, and weather conditions. Actual results, therefore, could vary from those expected. Please also refer to such
other factors as discussed in Part I, Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal
year ended March 31, 2024 and related disclosures in other filings, which have been filed with the SEC and are available on the SEC’s
website at www.sec.gov. All risk factors and uncertainties described herein and therein should be considered in evaluating forward-looking
statements, and all of the forward-looking statements are expressly qualified by the cautionary statements contained or referred to herein
and therein. The Company cautions investors not to place undue reliance on any forward-looking statements as these statements speak only
as of the date when made, and it undertakes no obligation to update any forward-looking statements made, except as required by law.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
UNIVERSAL CORPORATION |
| |
|
| Date: February 10, 2025 |
By: |
/s/ Preston D. Wigner |
| |
|
Preston D. Wigner |
| |
|
Chairman, President and Chief Executive Officer |
Exhibit 99.1
P.O. Box 25099 ~ Richmond, VA 23260 ~ Phone: (804)
359-9311 ~ Fax: (804) 254-3584
______________________________________________________________________________________________________
P R E S S R E L E A S E
| CONTACT: |
Universal Corporation Investor Relations |
RELEASE: |
4:15 p.m. ET |
| |
Phone: (804) 359-9311 |
|
|
| |
Fax: (804) 254-3584 |
|
|
| |
Email: investor@universalleaf.com
|
|
|
Universal Corporation Provides Third Quarter
Fiscal Year 2025
Financial and Operational Update
Reports Preliminary Third Quarter Fiscal Year
2025 Results
Highlights Continued Strong Operational Performance
Files Form 12b-25, Delays Third Quarter 2025
Earnings Release and Conference Call
Richmond, VA / February 10, 2025 / BUSINESSWIRE
Universal Corporation (NYSE:UVV) (“Universal”
or the “Company”), a global business-to-business agriproducts company, today is providing a financial and operational update
for the third quarter of fiscal year 2025, including preliminary results for the quarter.
Preston D. Wigner, Chairman, President, and Chief
Executive Officer of Universal Corporation, stated, “Universal achieved solid results for the third quarter of fiscal year 2025,
primarily driven by the strength of our Tobacco Operations segment. Demand from our tobacco customers remained robust, and our global
procurement efforts have been successful in securing the tobacco to meet this need. Our Ingredients Operations segment also continued
to perform in line with our strategic plans, with sales of newly produced and developed value-added products largely offsetting market-driven
pricing pressures experienced by certain of our traditional product lines. The progress we are making in our ingredients business is a
direct result of the investments we have made over the last two fiscal years, including in our enhanced ingredients facility.
Universal Corporation
Page 2
Mr. Wigner continued, “Looking ahead, we are confident that Universal
is well positioned to finish fiscal year 2025 on a strong footing. We will continue to maximize and optimize our tobacco business, expand
our ingredients business, and seek possible opportunities in the future for both segments to work together and provide even more value
for our customers and shareholders.”
Preliminary Unaudited Financial Results
| (in millions of dollars,except per share data) |
|
|
Three Months Ended December 31, 2024 |
|
| |
|
|
|
|
| Consolidated Results |
|
|
|
|
| Sales and other operating revenue |
|
$ |
937.2 |
|
| Operating income |
|
|
100.7 |
|
| Net Income attributable to Universal Corporation |
|
|
57.1 |
|
| Basic earnings per share |
|
|
2.28 |
|
| Diluted earnings per share |
|
|
2.27 |
|
| Segment Results |
|
|
|
|
| Tobacco operations sales and other operating revenues |
|
$ |
854.8 |
|
| Tobacco operations operating income |
|
|
99.2 |
|
| Ingredients operations sales and other operating revenues |
|
|
83.3 |
|
| Ingredients operations operating income |
|
|
3.7 |
|
Highlights of the Quarter
Consolidated Results
| · | Revenues and operating income driven by increased tobacco and ingredients sales volumes. |
Tobacco Operations Segment
| · | Tobacco Operations segment results benefited from: |
| o | Positive momentum due to increased customer demand and successful tobacco procurement and marketing efforts; |
| o | Higher quality, better yielding crops in Africa; |
| o | Strong trading volumes combined with higher shipment volumes and better-quality crops in Asia; and |
| o | Accelerated shipment timing in the United States per certain customers’ requests. |
| · | Selling, general, and administrative expenses for the Tobacco Operations segment included approximately
$11 million in currency remeasurement losses. |
| · | Uncommitted tobacco inventory levels remained low at about 10% at quarter end. |
Universal Corporation
Page 3
Ingredients Operations Segment
| · | Higher revenues on increased sales volumes. |
| · | Margins for certain traditional products were strained by high raw material costs and inflation-driven
increases in consumer food prices. |
| · | Continued high level of interest in value-added products, reflecting effectiveness of platform investments. |
Select Balance Sheet Items, Liquidity, and
Debt
| · | Cash and cash equivalents were approximately $215 million, accounts receivable were approximately $651
million, total inventories were approximately $1.1 billion, notes payable and overdrafts were approximately $539 million, and long-term
debt (including any current portion) was approximately $618 million at quarter end. |
| · | Approximately $270 million was available under revolving credit facility as of quarter end. |
| · | Given strong leaf tobacco demand, tobacco shipments are currently progressing in line with the Company's
expectations. Additionally, the Company expects larger flue-cured and burley tobacco crops, as compared to last year in certain key origins,
particularly in Brazil, and therefore is not seeing the early, accelerated green tobacco purchasing it saw in the prior season. Cash collection
from tobacco shipments and more normalized working capital requirements support the Company's intention to reduce net debt levels. |
The preliminary unaudited financial results
for the quarter ended December 31, 2024, included in this press release represent the most current information available to management
and are not a comprehensive statement of the financial results for this period. Consequently, the preliminary unaudited financial results
do not present all necessary information for a complete understanding of the Company’s financial condition as of December 31, 2024,
or its results of operations for the quarter ended December 31, 2024. Actual results may differ from these preliminary unaudited results
due to developments that may arise between the date of this press release and the time that financial results for the quarter ended December
31, 2024 are finalized.
Sustainability Update
On December 19, 2024, Universal released its 2024
Sustainability Report (the “Report”), highlighting its efforts in advancing energy efficiency, strengthening supply chain
resiliency and continuing to be a strong partner for its farming communities. Responsible business practices are integrated into Universal’s
business strategy, allowing the Company to cultivate sustainable growth as good stewards of the environment. As a result of the Company’s
transition to cleaner fuels for its operations, 93.5% of the tobacco Universal processes is coal-free as of 2024. This positive change
supports the Company’s goal of reducing its greenhouse gas (GHG) emissions by 30% by 2030 from its 2020 baseline year. In 2024,
the Company also trained over 175,000 farmers on Good Agricultural Practices and Agricultural Labor Practices to advance human rights
standards throughout its supply chain. Universal also adopted a Behavior-Based Safety program to cultivate a proactive safety culture
in its operations. The Report, with additional details related to the Company’s responsible operations, can be found on Universal’s
website, www.universalcorp.com.
Universal Corporation
Page 4
Other Corporate Developments
The Company has filed a Form 12b-25, Notification
of Late Filing, with the U.S. Securities and Exchange Commission (“SEC”) in connection with its inability to timely file the
Form 10-Q for its third quarter of fiscal year 2025 ended December 31, 2024.
In August 2024, shortly before filing the Quarterly
Report on Form 10-Q for the quarter ended June 30, 2024, the Company’s management was made aware of embezzlement by a former senior
finance employee at the Company’s Mozambique subsidiary, Mozambique Leaf Tobacco Ltda. (“MLT”). The Company promptly
commenced an internal investigation regarding these allegations and related matters. As previously reported, with the assistance of outside
advisors, the Company’s internal investigation identified approximately $7 million in the aggregate of unauthorized payments during
fiscal years 2022 through 2025. In total, the Company has identified approximately $16.7 million in the aggregate of unauthorized payments
during fiscal years 2016 through 2025.
With the assistance of outside advisors, the Company
continues to work diligently to complete the investigation, including a review of the circumstances and timing around the discovery of
the embezzlement, as soon as possible. The Company is currently unable to predict the outcome or time frame for completion of the investigation.
As of the date of this press release, the Company
does not believe material adjustments to its previously issued financial statements will be necessary or that the investigation will have
a material impact on its financial results for fiscal year 2025. The Company is pursuing sources of recovery, including insurance.
As a result of the ongoing investigation,
the process of finalizing financial statements for the second and third quarters of fiscal year 2025 could not be completed on a
timely basis. The Company intends to file all required reports as soon as practicable after the conclusion of the investigation. As
part of the investigation, management is evaluating its design and effectiveness of internal control over financial reporting. The
Company expects to report one or more material weaknesses in its internal control over financial reporting, and the status of its
related remediation plan, in its filings to be made after the completion of the investigation.
On February 10, 2025, the Company entered into
a further consent with respect to its revolving credit agreement that provided for, among other things, an extension until June 16, 2025,
for delivery by the Company to the lenders of its quarterly financial statements for the quarter ended September 30, 2024, and its quarterly
financial statements for the quarter ended December 31, 2024.
Earnings Release and Investor Conference Call
The Company is postponing its third quarter earnings
release and conference call to allow additional time to complete the Form 10-Q for its third quarter of fiscal year 2025 ended December
31, 2024. The Company intends to make a subsequent announcement to schedule a date and time to discuss its quarterly earnings reports
for the second and third quarters of fiscal year 2025, once the filing date of its Forms 10-Q is confirmed.
Universal Corporation
Page 5
About Universal Corporation
Universal Corporation (NYSE: UVV) is a global
agricultural company with over 100 years of experience supplying products and innovative solutions to meet our customers’ evolving
needs and precise specifications. Through our diverse network of farmers and partners across more than 30 countries on five continents,
we are a trusted provider of high-quality, traceable products. We leverage our extensive supply chain expertise, global reach, integrated
processing capabilities, and commitment to sustainability to provide a range of products and services designed to drive efficiency and
deliver value to our customers. For more information, visit www.universalcorp.com.
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
This release includes “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Among other things, these statements include statements made in Mr. Wigner’s quotations, statements regarding expectations
with respect to our fiscal year 2025 performance, our strategic plans, ingredients business, tobacco business, including expectations
with respect to shipments and sales and purchases of tobacco crops, the ongoing internal investigation including descriptions of its scope,
duration and impact, expectations about the Company’s reporting of its results and filing its Forms 10-Q for the quarters ended
September 30, 2024 and December 31, 2024, the potential financial statement impact of the investigated matter, and the preliminary unaudited
financial information for the quarters ending September 30, 2024 and December 31, 2024. These forward-looking statements are generally
identified by the use of words such as we “expect,” “believe,” “anticipate,” “could,”
“should,” “may,” “plan,” “will,” “predict,” “estimate,” and similar
expressions or words of similar import. These forward-looking statements are based upon management’s current knowledge and assumptions
about future events and involve risks and uncertainties that could cause actual results, performance, or achievements to be materially
different from any anticipated results, prospects, performance, or achievements expressed or implied by such forward-looking statements.
Such risks and uncertainties include, but are not limited to, the uncertainty of the ultimate findings of the ongoing internal investigation,
as well as the timing of its completion and costs and expenses arising out of the ongoing internal investigation process and its results;
the impact of the ongoing internal investigation on us, our management and operations, including financial impact as well as any litigation
or regulatory action that may arise from the ongoing internal investigation; the impact of the internal investigation on our conclusions
regarding the design and effectiveness of our internal control over financial reporting and our disclosure controls and procedures; our
ability to timely and adequately remediate any internal control failures identified from the results of the internal investigation; our
ability to regain compliance with New York Stock Exchange listing requirements; success in pursuing strategic investments or acquisitions
and integration of new businesses and the impact of these new businesses on future results; product purchased not meeting quality and
quantity requirements; our reliance on a few large customers; our ability to maintain effective information technology systems and safeguard
confidential information; anticipated levels of demand for and supply of our products and services; costs incurred in providing these
products and services including increased transportation costs and delays attributed to global supply chain challenges; timing of shipments
to customers; higher inflation rates; changes in market structure; government regulation and other stakeholder expectations; economic
and political conditions in the countries in which we and our customers operate, including the ongoing impacts from international conflicts;
product taxation; industry consolidation and evolution; changes in exchange rates and interest rates; impacts of regulation and litigation
on its customers; industry-specific risks related to its plant-based ingredient businesses; exposure to certain regulatory and financial
risks related to climate change; changes in estimates and assumptions underlying our critical accounting policies; the promulgation and
adoption of new accounting standards, new government regulations and interpretation of existing standards and regulations; and general
economic, political, market, and weather conditions. Actual results, therefore, could vary from those expected. Please also refer to such
other factors as discussed in Part I, Item 1A. “Risk Factors” of Universal’s Annual Report on Form 10-K for the fiscal
year ended March 31, 2024, and related disclosures in other filings which have been filed with the SEC and are available on the SEC’s
website at www.sec.gov. All risk factors and uncertainties described herein and therein should be considered in evaluating forward-looking
statements, and all of the forward-looking statements are expressly qualified by the cautionary statements contained or referred to herein
and therein. Universal cautions investors not to place undue reliance on any forward-looking statements as these statements speak only
as of the date when made, and it undertakes no obligation to update any forward-looking statements made, except as required by law.
###
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Publisher SEC
-Name Exchange Act
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-Section 14d
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| Namespace Prefix: |
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| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
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| Namespace Prefix: |
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| X |
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-Publisher SEC
-Name Exchange Act
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| Balance Type: |
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| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
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| Namespace Prefix: |
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| X |
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| Namespace Prefix: |
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| Period Type: |
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| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
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| Namespace Prefix: |
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