SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 1998 ------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ____________. Commission file number 1-652 ----- UNIVERSAL CORPORATION --------------------- (Exact name of Registrant as specified in its charter) <TABLE> <CAPTION> <S> <C> Virginia 54-0414210 -------- ----------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 1501 North Hamilton Street, Richmond, Virginia 23230 804-359-9311 - ---------------------------------------------------- ------------ (Address of principal executive offices) (Registrant's telephone number) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered ------------------- ------------------- Common Stock, no par value New York Stock Exchange Preferred Share Purchase Rights New York Stock Exchange </TABLE> Securities registered pursuant to Section 12(g) of the Act: None Indicate by "X" mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by "X" mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes X No --- --- The aggregate market value of the Registrant's voting stock held by non-affiliates was $1,237,000,000 and the total number of shares of common stock outstanding was 33,993,406 at September 16, 1998. INFORMATION INCORPORATED BY REFERENCE Certain information in the September 24, 1998 Proxy Statement for the Annual Meeting of Shareholders of Registrant is incorporated by reference into Part III hereof.
PART I ITEM 1. BUSINESS A. The Company Universal Corporation (which together with its subsidiaries is referred to herein as "Universal" or the "Company") is the world's largest independent leaf tobacco merchant and has additional operations in agri-products and the distribution of lumber and building products. Universal's tobacco operations have been the principal focus of the Company since its founding in 1918, and for the fiscal year ended June 30, 1998, such operations accounted for 74% of revenues and 88% of operating profits. Its agri-products and lumber and building products operations accounted for 13% and 13% of revenues and 5% and 7% of operating profits, respectively, during the same period. See Note 4 to Consolidated Financial Statements for additional business segment and geographical information. B. Description of Tobacco Business General Universal's tobacco business involves selecting, buying, shipping, processing, packing, storing and financing leaf tobacco in the United States and other tobacco growing countries for the account of, or for resale to, manufacturers of tobacco products throughout the world. Universal does not manufacture cigarettes or other consumer tobacco products. Most of the Company's tobacco revenues are derived from sales of processed tobacco and from fees and commissions for specific services for its customers. The Company's sales consist primarily of flue-cured and burley tobaccos that, along with oriental tobaccos, are the major ingredients in American blend cigarettes. In the last fiscal year, however, the Company formed a joint venture with an independent oriental leaf merchant to form the largest oriental leaf merchant in the world, Socotab, L.L.C. American blend cigarettes are enjoying increasing popularity among consumers in many parts of the world. Consumption of cigarettes generally has been declining in the U.S. and certain industrialized countries and the Company expects this trend to continue in the future. At the same time, consumption in many developing countries has increased and, as a result of the elimination of trade barriers in Far Eastern markets and the opening of markets in Eastern and Central Europe, a significant number of the world's tobacco markets are more open to trade as compared to ten years ago. More important, American blend cigarettes have recently gained market share in many foreign markets, including those in Asia, Europe and the Middle East and the demand for flue-cured, burley and oriental tobaccos has risen accordingly. For a discussion of the impact of current economic trends in Asia on the Company, see "Management's Discussion and Analysis of Financial Condition and Results of Operations - Other Information Regarding Trends and Management's Actions." Processing of leaf tobacco is an essential service to the Company's customers, the tobacco product manufacturers, because the quality of processed leaf tobacco substantially affects the cost and quality of their products. The Company's processing of leaf tobacco includes grading in the factories, blending, separation of leaf lamina from the stems and packing to precise moisture targets for proper aging. To accomplish these tasks according to exacting customer specifications requires considerable skill and significant investment in plants and machinery.
Universal estimates that in fiscal year 1998 it purchased or processed nearly 40% of the flue-cured and burley tobacco produced in the principal export markets of these tobaccos: United States, Brazil, Zimbabwe and Malawi. In addition, Universal maintains a presence, and in certain cases, a leading presence, in virtually all other tobacco growing regions in the world. Management believes that its leading position in the leaf tobacco industry is based on its broad market presence, its development of processing equipment and technologies, its financial position, its ability to meet customer demand and long standing relationships with customers. For a description of the factors that may affect Universal's operating revenues - See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Factors That May Affect Future Results." Universal also has a leading position in worldwide dark tobacco markets. Its operations are located in the major producing countries, (i.e., the United States, the Dominican Republic, Indonesia and northern Brazil) and other markets. Dark tobaccos are typically used for cigars and smokeless tobacco products. After several years of rapid growth, particularly in the premium segment of the cigar market, supplies of filler and binder styles of tobacco leaf for use in cigars are adequate to meet current demand. The supply of tobacco used for cigar wrappers is, however, still tight. Domestic Tobacco Business Universal is represented by its buyers on all significant tobacco markets in the United States, including flue-cured tobacco markets in Virginia, North Carolina, South Carolina, Georgia and Florida; light air-cured (burley and Maryland) tobacco markets in Kentucky, Tennessee, Virginia, North Carolina and Maryland; air-cured tobacco markets in Kentucky and Virginia; dark fired and dark air-cured markets in Virginia, Tennessee and Kentucky; and cigar/chewing tobacco markets in Connecticut, Pennsylvania and Wisconsin. In the United States, flue-cured and burley tobacco is generally sold at public auction to the highest bidder. In addition, the price of such tobacco is supported under an industry-funded federal government program that also restricts tobacco production through a quota system. The price support system has caused U.S. grown tobacco to be more expensive than most non-U.S. tobacco, resulting in a declining trend in exports. Industry leaders continue to explore options including program changes to improve the competitive position of U.S. tobacco. Other factors affecting the competitive position of U.S. tobacco in the world market include the efficiency of the marketing system, relative costs of production and leaf quality in the United States and in foreign countries. From time to time, the Company processes and stores tobacco acquired by the flue-cured and burley stabilization cooperatives under the federal price support program. The Company derives fees for such services, particularly in years when a substantial portion of the domestic tobacco crop is acquired by such cooperatives under the program. While the volume of such business fluctuates from year to year, revenues from this business in each of the past five years were not greater than 1% of consolidated tobacco revenues. Foreign Tobacco Business Universal's business of selecting, buying, shipping, processing, packing, storing, financing and selling tobacco is also carried out in varying degrees in a number of foreign countries including Argentina, Azerbaijan, Brazil, Canada, Colombia, the Dominican Republic, Ecuador, France, Germany, Greece, Guatemala, Hungary, India, Indonesia, Italy, Kyrgyrzstan, Malawi, Mexico, Mozambique, the Netherlands, Paraguay, the People's Republic of China, the Philippines, Poland, Portugal, Russia, Singapore, South Africa, Spain, Switzerland, Tanzania, Thailand, Turkey, Uganda, the United Kingdom, Zambia and Zimbabwe. In addition, Socotab, L.L.C. has oriental tobacco operations in Bulgaria and Greece, Macedonia and Turkey.
In a number of countries, including Argentina, Brazil, Hungary, Italy, Mexico and Tanzania, Universal contracts directly with tobacco farmers or groups of farmers, in some cases before harvest, and thereby takes the risk that the delivered quality and quantity will not meet market requirements. The price may be set by negotiation with farmers' groups or with agencies of the local government. In some countries, Universal also provides agronomy services and crop advances for seed, fertilizer and other supplies. Tobacco in Zimbabwe, Malawi and Canada, and to a certain extent in India, is purchased under an auction system. The Company has made substantial capital investments in South America and in Africa and the profitability of these operations can materially affect the Company's tobacco operating profits. Sales to foreign customers are made by Universal's sales force and through the use of commissioned agents. Most foreign customers are long-established firms or government monopolies. Universal's foreign operations are subject to the usual international business risks, including unsettled political conditions, expropriation, import and export restrictions, exchange controls and currency fluctuations. During the tobacco season in many of the countries enumerated above, Universal has advanced substantial sums, has guaranteed local loans or has guaranteed lines of credit in substantial amounts for the purchase of tobacco. Most tobacco sales are denominated in U.S. dollars, thereby limiting some of the Company's foreign currency exchange risk. See "Management's Discussion and Analysis of Financial Condition and Results of Operation - Factors That May Affect Future Results." Recent Developments and Trends and Factors that May Affect Future Results For recent developments and trends in the Company's tobacco business and a discussion of factors that may affect the Company's tobacco business, see "Management's Discussion and Analysis of Financial Condition and Results of Operations." Seasonality The purchasing and processing aspects of Universal's tobacco business are seasonal in nature. The United States flue-cured tobacco markets usually open the third week of July and last for approximately four months. The United States burley tobacco markets open in late November and last for approximately two and one-half months. Tobacco in Brazil is usually purchased from January through May. Other markets around the world last for similar periods, although at different times of the year, thereby reducing the overall seasonality in the Company's business. Universal normally operates its processing plants for approximately seven to nine months of the year. It purchases most of its U.S. tobacco in the eight-month period from July through February. During this period, inventories of green tobacco, inventories of redried tobacco and trade accounts receivable normally reach peak levels in succession. Current liabilities, particularly short-term notes payable to banks, commercial paper and customer advances are a means of financing this expansion of current assets and normally reach their peak in this period. The Company's balance sheet at its fiscal year end, June 30, normally reflects seasonal expansions in South America, Central America and Western Europe.
Customers A material part of the Company's tobacco business is dependent upon a few customers, the loss of any one of whom would have material adverse effect on the Company. The Company has long-term contracts (which under certain circumstances may be amended or terminated) with a few of these customers, and, while there are no formal continuing contracts with the others, the Company has done business with each of its major customers for over 40 years. For the year ended June 30, 1998, tobacco sales to Philip Morris Companies Inc. accounted for greater than 10% of consolidated revenues. See Note 11 to Consolidated Financial Statements. Five other customers accounted for approximately 14% of consolidated revenues during the same period. Universal had orders from customers in excess of $485 million for its tobacco inventories at June 30, 1998. Based upon historical experience, it is expected that at least 90% of such orders will be delivered during the fiscal year ending June 30, 1999. Typically, delays in the delivery of orders result from changing customer requirements. Competition The leaf tobacco industry is highly competitive. Competition among leaf tobacco merchants is based on the price charged for products and services as well as the firm's ability to meet customer specifications in the buying, processing and financing of tobacco. Universal has a world-wide buying organization of tobacco specialists and many processing plants equipped with the latest technology which, management believes, give it a competitive edge. See "Properties." Competition varies depending on the market or country involved. Normally, there are at least four buyers on each of the United States flue-cured and burley markets. The number of competitors in foreign markets varies from country to country, but there is competition in all areas to buy the available tobacco. The principal competitors in the industry that do not manufacture consumer tobacco products and that compete with the Company on the United States markets and on foreign markets are as follows: DIMON Incorporated, Export Leaf Tobacco Company, and Standard Commercial Corporation. Of the significant leaf tobacco industry competitors in the United States that are not also manufacturers, Universal believes that it ranks first in total U.S. market share and also first in worldwide market share.
C. Description of Agri-Products Business The Company's agri-products business involves the selecting, buying, shipping, processing, storing, financing, distribution, importing and exporting of a number of products including tea, rubber, sunflower seeds, nuts, dried fruit, and canned meats. In the current year, the Company sold its investment in a joint venture with COSUN (a Dutch sugar cooperative). A pre-tax gain of $16.7 million was recorded on the sale. See Note 2 to Consolidated Financial Statements. The emphasis of the Company's agri-products business is on value-adding activities and trading of physical products in markets where a service can be performed in the supply system from the countries of origin to the consuming industries. In a number of countries, long-standing sourcing arrangements for certain products or value-adding activities through modern processing facilities (tea and sunflower seeds) contribute to the stability and profitability of the business. Traders are subject to strict trading limits to minimize risks and allow effective management control. Seasonal effects on trading are limited. The Company provides various products to numerous large and small customers in the food and food packaging industry and in the rubber and tire manufacturing industry. Generally, there are no formal, continuing contracts with these customers, although business relationships may be long standing. No single customer accounts for 10% or more of the Company's consolidated agri-products revenues. Competition among suppliers in the agricultural products in which Universal deals is based on price as well as the ability to meet customer requirements in product quality, buying, processing, financing and delivery. The number of competitors in each market varies from country to country, but there is competition for all products and markets in which the Company operates. Some of the main competitors are: Agway, Akbar Brothers, Andrew Weir Commodities, Ennar, Cargill, Dahlgren, Global, Fuchs, Metallgeschellschaft/ SAFIC Alcan, Stassens, Symington, Universal Tea, and UTT (Unilever). For recent developments and trends in the Company's agri-products business and a discussion of matters that may affect the Company's agri-products business, see "Management's Discussion and Analysis of Financial Condition and Results of Operations." D. Description of Lumber and Building Products Business The Company is engaged in the lumber and building products distribution business in the Netherlands and Belgium. The majority of lumber products are sourced outside the Netherlands, principally in North America, Scandinavia, Eastern and Western Europe and the Far East. The Company's lumber and building products business is seasonal to the extent that winter weather may temporarily interrupt the operations of its customers in the building industry. The business is also subject to exchange risks and other normal market and operational risks associated with lumber operations centered in Europe, including general economic conditions in the countries where the Company is located, and related trends in the building and construction industries.
The Company's sales activities in this segment are conducted through three business units: regional sales, wholesale/do-it-yourself (DIY) sales and industrial sales. The regional sales unit distributes and sells lumber and related building products through a network of regional outlets, mainly to the building and construction market. The wholesale/DIY business unit supplies lumber merchants and DIY chains with a wide range of lumber related products including panel products and doors. The industrial sales unit primarily distributes value-added softwood products to the construction industry. The Company carries inventories to meet customers' demands for prompt delivery. The level of inventories is based on a balance between providing service and continuity of supply to customers and achieving the highest possible turnover. It is traditional business practice in this industry to insure most accounts and notes receivable against uncollectibility for the majority of the amount owed. The Company generally does not provide extended payment terms to its customers. No single customer accounts for 10% or more of the Company's consolidated lumber and building products revenues. The Company's lumber and building products sales in fiscal year 1998 accounted for approximately 20% of the total market volume of the Netherlands, which is clearly above the market share of its largest competitor, Pont-Meyer N.V. Ten additional competitors accounted for approximately 30% of the market share in this period, and the balance was held by approximately 200 smaller competitors. The primary factors of competition are quality and price, product range and speed and reliability of logistic systems. The Company believes that its full geographical market coverage, its automated inventory control and billing system and its efficient logistics give it a competitive advantage in the Netherlands. The Company's share of the highly fragmented Belgium lumber and building products market was approximately 3% in fiscal year 1997. For recent developments and trends in the Company's lumber and building products business and further discussion of matters that may affect this segment, see "Management's Discussion and Analysis of Financial Condition and Results of Operations." E. Employees The Company employed approximately 25,000 employees throughout the world during the fiscal year ended June 30, 1998. This figure is estimated because many of the non-salaried personnel are seasonal employees. Universal believes that in the United States approximately 1,200 of the non-salaried employees of its consolidated tobacco subsidiaries are represented by unions. Most of these are seasonal employees. The Company believes that its labor relations have been good. The Company is, however, currently at an impasse in its contract negotiations with the union representing the workers at its processing plant in Danville, Virginia. The union is currently working without a contract at this facility, and there can be no assurance that the Company and the union will execute a contract or that union members will continue to work at this plant. The Company does not believe that a strike at this plant would have a material adverse affect on its global operations. F. Research and Development No material amounts were expended for research and development during the fiscal years ended June 30, 1998, 1997 and 1996.
G. Patents, etc. The Company holds no material patents, licenses, franchises or concessions. H. Government Regulation, Environmental Matters and Other Matters See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Factors that may Affect Future Results" for a discussion of government regulation, environmental compliance and other matters that may affect the Company's business. ITEM 2. PROPERTIES Universal owns the land and building located at Hamilton and Broad Streets in Richmond, Virginia, where it is headquartered. The building contains approximately 83,000 square feet of floor space. The Company also owns two smaller office buildings located on the block adjacent to the Company's headquarters, which contain an aggregate of approximately 18,500 square feet of floor space. In its domestic tobacco processing operations, Universal owns seven large, modern, high volume plants that have the capacity to thresh, separate, grade and redry tobacco. Five of these plants are located in North Carolina (Henderson, Oxford, Rocky Mount, Smithfield and Wilson), one plant is in Danville, Virginia, and one plant is in Lexington, Kentucky. The Henderson plant has approximately 500,000 square feet of floor space and a production capacity of over 140 million pounds of green tobacco. The Wilson plant has approximately 500,000 square feet of floor space and a production capacity of over 130 million pounds of green tobacco. The plants in Henderson, Rocky Mount and Smithfield, North Carolina and Danville, Virginia each have a floor space of 300,000 to 400,000 square feet of floor space and an average annual production capacity of over 100 million pounds of green tobacco. The Oxford plant has a floor space of approximately 200,000 square feet and an average annual production capacity of over 80 million pounds of green tobacco. Processing plants in the following foreign locations are used in the Company's tobacco operations: a large processing plant in Canada; one large processing plant and one smaller plant in Malawi; three processing plants in Italy; one large plant in Zimbabwe; and plants in Hungary, Poland, Tanzania and the Netherlands. In Brazil, Universal owns two large plants. Socotab, L.L.C. owns two oriental tobacco processing plants in Turkey, one in Greece, one in Macedonia and a storage complex with limited processing capabilities and owns interests in two processing plants in Bulgaria. The facilities described above are engaged primarily in processing tobacco used by manufacturers in the production of cigarettes. In addition, Universal operates plants that process cigar/chewing tobaccos in Pennsylvania, Virginia, the Dominican Republic, Colombia, Germany, Indonesia and Brazil. Universal owns or leases extruder plants (baling operations), packaging stations and warehouse space in the tobacco-growing states and abroad. The Company owns large extruder plants in Lumberton and Rocky Mount, North Carolina; Danville, Virginia; Greeneville, Tennessee; and Lexington and Bowling Green, Kentucky.
A portion of Universal's tobacco inventory is stored in public storages. The Company also owns the following domestic tobacco storages: (a) Lexington, Kentucky - 6 storages covering 127,000 square feet; (b) Henderson, North Carolina - 6 storages covering 178,500 square feet; (c) Oxford, North Carolina - 7 storages covering 239,000 square feet; (d) Rocky Mount, North Carolina - 6 storages covering 353,000 square feet; (e) Smithfield, North Carolina - 7 storages covering 240,000 square feet; (f) Wilson, North Carolina - 12 storages covering 460,000 square feet; (g) Danville, Virginia - 4 storages covering 153,000 square feet; (h) Kenbridge, Virginia - 7 storages covering 243,000 square feet; and (i) Petersburg, Virginia - 7 storages covering 220,000 square feet. Additional storage space is leased in Lexington, Kentucky; Smithfield, Henderson and Rocky Mount, North Carolina; and Danville, Virginia. Lancaster Leaf Tobacco Company of Pennsylvania, Inc. owns storage space with a capacity of 19,300 tons of tobacco and leases additional storage space. In other U.S. tobacco areas, Universal owns or leases storages on a smaller scale. In foreign areas storage space is owned or leased on a comparable scale. The Company believes that properties are maintained in good operating condition and are suitable and adequate for their purposes at the Company's current sales levels. The facilities owned by the Company are not subject to indebtedness. The Company's agri-products subsidiaries own and operate a tea blending plant in the Netherlands; a tea warehouse and office in Sri Lanka; a bean processing plant in Park Rapids, Minnesota; and small grain processing facilities in Delamere, North Dakota and Zevenbergen, the Netherlands. Sunflower seed processing plants are also owned and operated in Lubbock, Texas; Fargo, North Dakota; and Colby, Kansas. The latter facility is financed in part through a governmental industrial development authority. The Company has leased agri-products trading facilities around the world, including locations in the United States, United Kingdom, Egypt, Indonesia, Kenya, Canada, Poland, Russia and Malawi. The lumber and building products business owns or leases 44 sales outlets and/or distribution facilities in the Netherlands and 7 facilities in Belgium. The Company also owns a softwood facility for large scale sawing, planing and fingerjointing and a building components manufacturing facility, which are located in the Netherlands. Most of these locations are owned. ITEM 3. LEGAL PROCEEDINGS The Company has received federal grand jury subpoenas seeking documents and information about the tobacco industry in connection with an investigation being conducted by the Philadelphia Office of the Antitrust Division of the U.S. Department of Justice. The Company is currently reviewing the subpoenas and intends to cooperate with the investigation. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS During the quarter ended June 30, 1998, there were no matters submitted to a vote of security holders.
PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS The Company's Common Stock is traded on the New York Stock Exchange ("NYSE") under the symbol "UVV." The following table sets forth the high and low sales prices per share of the Common Stock on the NYSE Composite Tape, based upon published financial sources, and the dividends declared on each share of Common Stock for the quarter indicated. First Second Third Fourth Quarter Quarter Quarter Quarter ------- -------- ------- ------- 1998 Cash dividends declared....... $ .265 $ .280 $. 280 $ .280 Market price range: High..... 38 5/8 41 1/2 49 1/2 44 Low...... 32 36 37 34 5/8 1997 Cash dividends declared.........$ .255 $ .265 $ 265 $ .265 Market price range: High....... 28 1/2 32 3/8 33 1/2 36 5/8 Low........ 24 5/8 25 1/2 28 1/2 28 The Company's current dividend policy anticipates the payment of quarterly dividends in the future. The declaration and payment of dividends to holders of Common Stock will be at the discretion of the Board of Directors and will be dependent upon the future earnings, financial condition and capital requirements of the Company. At September 23, 1998 there were 3,448 holders of record of the registrant's Common Stock.
ITEM 6. SELECTED FINANCIAL DATA Five-Year Comparison of Selected Financial Data For Five Years Ended June 30 <TABLE> <CAPTION> FOR THE YEARS ENDED JUNE 30 ---------------------------------------------------------------------- (In thousands except per share data, ratios, and number of common shareholders) 1998 1997 1996 1995 1994 - ----------------------------------------------------------------------------------------------------------------------------- <S> <C> Summary of Operations Sales and other operating revenues $4,287,204 $4,112,675 $3,570,228 $3,280,880 $3,048,515 Income before extraordinary item and cumulative effect of change in accounting principle 141,258 100,873 71,350 25,639 42,579 Net income 141,258 100,873 72,246 25,639 13,173 Return on beginning common shareholders' equity 30.1% 24.2% 18.5% 6.7% 3.1% Per common share - basis: Income before extraordinary item and cumulative effect of change in accounting principle $ 4.01 $ 2.88 $ 2.04 $ 0.73 $ 1.20 Net income $ 4.01 $ 2.88 $ 2.06 $ 0.73 $ 0.37 Per common share - diluted: Income before extraordinary item and cumulative effect of change in accounting principle $ 3.99 $ 2.87 $ 2.03 $ 0.73 $ 1.20 Net income $ 3.99 $ 2.87 $ 2.05 $ 0.73 $ 0.37 - ------------------------------------------------------------------------------------------------------------------------------------ Financial Position at Year End Current ratio 1.30 1.32 1.29 1.27 1.35 Total assets $2,056,705 $1,980,470 $1,889,513 $1,807,965 $1,735,866 Long-term obligations 263,140 291,637 309,543 284,948 304,149 Working capital 328,768 347,542 299,778 264,713 318,583 Shareholders' equity $ 547,867 $ 469,593 $ 417,305 $ 389,959 $ 384,598 - ------------------------------------------------------------------------------------------------------------------------------------ General Number of common shareholders 3,049 3,271 3,420 3,741 4,022 Weighted average common shares outstanding - Basic 35,190 35,076 35,038 35,014 35,502 Weighted average common shares outstanding - Diluted 35,388 35,207 35,091 35,031 35,518 Dividends per common share $ 1.105 $ 1.05 $ 1.015 $ .99 $ .94 Book value per common shae $ 15.57 $ 13.39 $ 11.90 $ 11.13 $ 10.99 - ------------------------------------------------------------------------------------------------------------------------------------ </TABLE> Fiscal years have been restated to conform to Statement of Financial Accounting Standard No. 128 "Earnings per share". Fiscal year 1998 includes a $16.7 million ($10.9 million net of tax) gain on the sale of an investment. Fiscal year 1995 includes a $15.6 million ($10.7 million net of tax) restructuring charge. Fiscal year 1994 reflects the cumulative effect of the change in accounting principle ($29.4 million) resulting from the adoption of SFAS 106 "Employer's Accounting for Postretirement Benefits Other Than Pensions" as well as a $17.5 million ($11.8 million net of tax) restructuring charge. Fiscal 1994 has been restated to reflect the consolidation of certain foreign subsidiaries that had been accounted for under the cost or equity method of accounting.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity & Capital Resources Universal Corporation enjoyed record income in fiscal year 1998, and took advantage of its strong cash flow to continue to optimize its capital structure and position its operations to take advantage of any future market growth. The current ratio was 1.3 in fiscal year 1998, down slightly compared to the prior year on a decrease in working capital of $19 million to $329 million. Tobacco inventories decreased during fiscal year 1998 by nearly $30 million due to decreased prices in some markets. The Company estimates that its uncommitted flue-cured and burley inventories were approximately 15 million kilos at June 30, 1998, up from approximately 7.5 million kilos last year. Management believes that its current supply of uncommitted tobacco inventory is not excessive. The reduction in cash and cash equivalents at June 30, 1998, reflects improved efficiency in the utilization of offshore cash balances. The Company's capital needs are predominantly short term in nature and relate to working capital required for financing tobacco crop purchases. Working capital needs are seasonal within each geographical region. Generally, the peak need of domestic tobacco operations occurs in the second fiscal quarter. Foreign tobacco operations tend to have higher requirements during the remainder of the year. The geographical dispersion and the timing of working capital needs permit the Company to predict its general level of cash requirements. Each geographic area follows the cycle of buying, processing, and shipping of the tobacco crop. The timing of individual customer shipping requirements may change the level or the duration of crop financing. The working capital needs of agri-products operations fluctuate during the year, depending on the product, the country of origin, and the Company's inventory position; however, the total working capital requirements of agri-products remain relatively stable due to offsetting seasonal patterns. Working capital needs of lumber and building products operations in Europe follow a pattern similar to that of the construction industry, where the third quarter of the fiscal year is typically sluggish. The Company finances its working capital needs with short-term lines of credit, customer advances, and trade payables. Acquisitions and investments are reflected in "Net cash used in investing activities." Over the last three years, the Company invested approximately $200 million in its operations. These expenditures were funded with cash flow from operating activities of about $280 million. The Company's capital expenditures are generally limited to those that add value to the customer, replace obsolete equipment, increase efficiency, or position the Company for future growth. During fiscal year 1998, Universal purchased plants in Tanzania and Poland as well as the United States. It also continued improvements to processing lines in Africa including the newly acquired plant in Tanzania. During fiscal year 1999, Universal plans to continue to improve processing lines and facilities of its tobacco operations and to rationalize its lumber and building products facilities . Thus, the Company expects its capital expenditures to remain at or near the levels of fiscal year 1998. Management believes that these projects represent significant opportunities to improve productivity and enhance growth for the long term. At June 30, 1998, the Company had no material commitments for capital expenditures. On May 6, 1998, Universal announced that its Board of Directors had approved the purchase of up to $100 million of the common stock of the Company. The purchases will be carried out from time to time on the open market or in privately negotiated transactions at prices not exceeding prevailing market prices. The purchases are expected to be funded primarily from operating cash flow of the Company. At June 30, 1998, Universal had approximately 34.9 million common shares outstanding and had purchased about 542,000 shares pursuant to the program.
The Company believes that its financial resources are adequate to support its capital needs. The Company and its subsidiaries currently have about $1.4 billion in uncommitted lines of credit, of which about $900 million was unused at June 30, 1998, and available to support future seasonal working capital needs in the United States and several foreign countries. Effective December 18, 1997, the Company replaced its $100 million revolving credit facility with a new $300 million facility issued in two equal tranches. The new facility is used to support an increased commercial paper program that provides flexibility in the Company's short-term borrowings. The Company's debt ratings are investment grade, and its ratio of long-term debt to long-term capitalization (including deferred taxes) is approximately 31%. The Company's total debt as a percentage of total capitalization (including deferred taxes) has been reduced from 65% at the end of fiscal year 1997 to approximately 61% at the end of fiscal year 1998. Any excess cash flow from operations after dividends, capital expenditures, and long-term debt payments will be available to reduce short-term debt, fund expansion, purchase the Company's stock, or otherwise enhance shareholder value. Results of Operations Fiscal Year 1998 Compared to 1997 'Sales and other operating revenues' for fiscal year 1998 were $4.3 billion, an increase of 4% compared to last year. Tobacco revenues were up $165 million or 5% principally due to increased sales volumes by domestic and Latin American operations. Agri-product revenues were up $56 million or 11% on improved tea market conditions. These gains were partially offset by a decline in lumber and building product revenues of approximately $ 46 million. Lumber and building product revenues were adversely affected by the strength of the U.S. dollar which appreciated, on average, approximately 14 % against the Dutch guilder during the year, and price declines for softwood, hardwood and plywood. 'Operating income' improved $42 million or almost 18% as compared to last year. Tobacco operating profits in fiscal year 1998 of $258 million increased by $49 million or 23%. The majority of the growth in tobacco operating profits was due to higher volumes and improved margins in the Company's international operations. In addition, tobacco operations benefited from a lower cost structure resulting from the Company's restructuring efforts in prior years. Domestic tobacco operations reported better results on increased processing volumes of both flue-cured and burley crops. Dark tobacco operating earnings were up on increased volumes because of higher demand from cigar manufacturers. In accordance with its normal valuation procedures, in the fourth quarter of fiscal year 1998 the Company recorded in aggregate $11 million of charges for tobacco inventory adjustments, none of which was individually significant. An improvement in agri-products operating profits was more than offset by a decline in operating profits from lumber and building products. The improvement in agri-products operating profits of $3 million was due principally to tea operations, which experienced a 37% increase in revenues in a strong market. Lumber and building products operating results suffered from the aforementioned impact of exchange rates plus a squeeze on margins resulting from simultaneous declines in softwood, hardwood and plywood prices. 'Selling, general and administrative expenses' for fiscal year 1998 were up approximately $19 million, reflecting the higher volume of tobacco handled this year. The increase in "Equity in pretax earnings of unconsolidated affiliates" is primarily due to the aforementioned improved market conditions for cigar tobacco leaf. Pretax income in fiscal year 1998 included a gain of $17 million from the sale of an investment in a spice joint venture.
Fiscal Year 1997 Compared to 1996 'Sales and other operating revenues' in fiscal year 1997 exceeded $4 billion. Each operating segment of the Company contributed to the increase of $542 million or 15% over fiscal year 1996. Tobacco contributed $486 million, over 90% of the increase. The increase in tobacco revenues reflected a combination of improved market balance and rising demand for leaf tobacco. Lumber and building products revenues were up approximately 4% despite a stronger U.S. dollar, which adversely affected the U.S. dollar results of this Netherlands-based operation. Agri-products revenues increased 7% compared to fiscal year 1996 on the strength of sunflower seed, nut, and dried fruit sales. 'Operating income' in fiscal year 1997 was $237 million compared to $192 million in fiscal year 1996, an increase of 23%. Tobacco operating profits were up $41 million or 24% in fiscal year 1997. Increased demand for tobacco and a more balanced supply situation created a favorable operating environment in 1997. Foreign and dark tobacco operating results improved significantly in fiscal year 1997, while U.S. results were down. A combination of larger volumes handled and improved margins in virtually all foreign tobacco operations contributed to the gain. U.S. operations declined due to a combination of reduced crops and sales mix. The Company had a higher proportion of old crop tobacco sales in fiscal year 1996. Dark tobacco operations reflected the increased demand for cigars. Lumber and building products operating profits were $26 million in fiscal year 1997, an increase of $3 million compared to the prior year. Improved performance in both regional sales and industrial units accounted for the majority of the increase, despite the adverse effects of a stronger U.S. dollar on reported results. Agri-products operating profits increased 2% in fiscal year 1997, despite difficult trading conditions for tea and rubber. 'Selling, general and administrative expenses' were up $18 million or 6% compared to the prior year. The increase was primarily due to higher selling costs on the larger tobacco volumes shipped. Interest expense in fiscal year 1997 was down due to lower average borrowings, reduced interest rates in Holland, and foreign currency translation reductions in fiscal year 1997. In fiscal year 1997, the Company's consolidated income tax rate was 40%. The rate exceeded the Federal statutory rate by five percentage points, principally due to state taxes and foreign subsidiary local tax rates. OTHER INFORMATION REGARDING TRENDS AND MANAGEMENT'S ACTIONS After three consecutive years of relative balance in supply and use of leaf tobacco, 1997 production increased while purchases were lower, particularly by customers in Asia who have been affected by the economic and financial turmoil in that part of the world. Worldwide uncommitted tobacco inventory levels in the industry have risen, primarily in higher priced grades. The combination of oversupply, economic uncertainty in Asia, and the political and legal situation in the United States could reduce volume growth and cause margin reductions in the industry. The Company's uncommitted inventory at June 30, 1998 remains relatively small, and management believes that, although it is well positioned in the current market place, its rate of earnings growth could be slowed through fiscal year 2000. Worldwide tobacco consumption has grown on average about 1% annually over the last ten years, however, the fast-growing American-blend cigarette has been estimated to have a greater than 40% share of total world consumption in 1997 and is expected to continue to grow in the foreseeable future. In addition, multinational cigarette manufacturers continued to expand their share of the world cigarette market. Demand for leaf tobacco should remain strong, with cigarette manufacturers sensitive to the price/value relationship in making their purchases. In dark tobacco, the explosive growth of cigar sales in recent years is beginning to moderate, with a slowdown in volume growth and lower margins as supply and demand for filler and binder leaf becomes more balanced.
The Company's 1998 formation of an oriental leaf joint venture, Socotab L.L.C. , created the world's leading oriental tobacco merchant. The Company is already the leading supplier of flue-cured and burley leaf tobacco, which together with oriental tobacco, form the American blend. A key trend in the tobacco industry has been consolidation among manufacturers and among leaf tobacco merchants. This concentration should increase the need for better quality tobacco and improved processing, thereby providing a good growth opportunity for the Company. The Company operates in a number of countries in Asia. Its operations generally relate to buying and subsequent sale of leaf tobacco to local and export customers. Although some customers have postponed some shipments and orders, the overall effect on the Company from the most recent Asian financial difficulties has not been, and is not expected to be, significant. The possible effects of regulatory factors and industry litigation, particularly in the U.S., are more fully described in "Factors That May Affect Future Results" below. Management has estimated that less than 17% of the flue-cured, burley, and oriental tobacco the Company handles is consumed in the United States. The Company has a very large presence in the U.S. market, where leaf has not been price competitive in the world market. If not corrected through federal government program reforms and reduced support prices, U.S. pricing could result in a decline in domestic production and marketings in the future. Management believes that the risk of a significant decline in the total U.S. crop in fiscal year 1999 is small, but notes that the Company is well positioned to acquire leaf tobacco from many sources in world markets. Year 2000 In recent months, there has been increasing public awareness and attention paid to the year 2000 (or "Y2K") problem, which stems from the inability of certain computerized devices (hardware, software and equipment) to process year-dates properly after 1999 (in addition to related problems processing leap years and other dates). Affected devices may fail or malfunction unless repaired or replaced. Although the actual magnitude and effect of the issue cannot be reasonably determined in advance, the Company has given it high priority. In 1996, the Company began an analysis of the possible implications to the Company of the year 2000 problem and the development of a plan to prevent the problem from adversely affecting its operations. The plan as adopted and refined by the Company can be divided into two principal areas: (1) Resolution of the internal aspects of the year 2000 problem. This area includes the effects of the year 2000 problem on the Company's technology, including computer hardware and software systems, as well as computerized equipment containing programmable logic controllers or other embedded chips ("PLCs" or "chips"). The Company's internal technology year 2000 plan includes: (i) locating, listing and prioritizing the specific technology that is potentially subject to the year 2000 problem (referred to as the "inventory" phase), (ii) assessing the actual exposure of such technology to the year 2000 problem by inquiry, research, testing and other means (the "assessment" phase), (iii) selecting the method necessary to resolve the year 2000 problems that were identified, including replacement, upgrade, repair or abandonment, and implementing the selected resolution method (the "remediation" phase), and (iv) testing the remediated or converted technology to determine the efficacy of the resolutions (the "testing" phase).
(2) Determination and control of the external aspects of the year 2000 problem. This area includes (i) assessing the foreign and domestic risk posed by possible business interruption or production difficulties affecting important customers and suppliers of goods, services and essential utilities due to year 2000 problems affecting their technology or business, and (ii) developing contingency plans to address failures by external parties to remediate fully any year 2000 problems that are material to the Company. Assessment of external parties is accomplished by written and verbal inquiry, and by research to the extent that reliable information is available. To date, the Company has made progress on both the internal and external aspects of the plan. With regard to internal information technology, the majority of the Company's business units have completed the remediation stage and have begun testing. The remainder of the Company's business units have completed the assessment phase and are currently scheduled to complete the remediation phase by December 31, 1998. Testing of remediated or converted internal systems will continue through calendar year 1999. The sequence and extent of testing will be prioritized by the importance of the technology, with initial focus on two areas: (i) critical computer hardware and software systems, and (ii) PLCs embedded in key machinery and equipment. The Company has assessed its internal operational exposure to the failure of PLCs. Information provided by the manufacturers of the PLC's within the Company's machinery and equipment indicates that there do not appear to be any PLCs that will cause material year 2000 problems. The Company is currently seeking technical assistance in order to test certain PLCs to confirm manufacturers' representations regarding the absence of material year 2000 problems. Testing of PLCs is not a routine practice, and there can be no assurances that the Company will be able to conduct such tests on PLCs or that the tests will lead to reliable conclusions. In addition, there can be no assurances that the Company will be able to conduct tests on all of its internal technology, or that the tests will be fully successful in detecting Y2K problems within the internal technology. An evaluation of external parties is underway, and will continue throughout 1999. Determining the year 2000 readiness of external parties requires collection and appraisal of voluntary statements made or provided by those parties, if available, together with independent factual research. Although the Company has taken, and will continue to take, reasonable efforts to gather information to determine the readiness of external parties, often such information is not provided voluntarily, is not otherwise available, or is not reliable. In assessing the risks to the Company's business arising from the year 2000 problem, the Company has considered the fact that certain of its significant customers and suppliers are located in foreign countries where the awareness of the year 2000 problem and remediation efforts may be behind comparable awareness and remediation efforts in the United States, and that these entities may not be prepared for the year 2000 problem on January 1, 2000. In the event these significant entities fail to timely address the year 2000 problem, the Company could suffer disruption of its normal business operations for a period of time after January 1, 2000. In addition, the Company is subject to operational risks relating to the readiness of foreign and domestic public utilities, transportation facilities, financial services providers and government-operated services. The loss of services from one or more of these entities could interrupt or disrupt business unit operations. Furthermore, with respect to certain fundamental services such as electricity and telecommunications, it may be impractical to develop contingency plans (such as alternative power generation or telecommunication methods) to mitigate the potential adverse effects. The year 2000 readiness of external parties is substantially beyond the Company's knowledge and control, and there can be no assurances that the Company will not be adversely affected by the failure of an external party to adequately address the year 2000 problem.
Prior to June 30, 1999, the Company expects to develop initial contingency plans to address situations wherein the readiness of internal technology or external parties is not sufficiently assured, and practical alternative products, services or methods are available. Thereafter, as the year 2000 approaches, the Company will monitor and update such contingency plans as appropriate to address any changes in the Company's year 2000 risks. The Company currently estimates that the total costs for addressing the Y2K problem will be approximately $5.7 million, which includes approximately $3.3 million in scheduled software upgrades that were accelerated in connection with the plan. The balance of the estimate is the cost of consultants and employees assigned to implement the plan. These amounts do not include estimated costs associated with the implementation of any contingency plans that may be developed by the Company during fiscal year 1999. The costs associated with preparing for the Y2K problem are expensed as incurred and are being funded with cash from operations. As of June 30, 1998, the Company had spent $4.3 million. The Company does not expect the total cost of addressing the Y2K problem with respect to its internal technology to be material to its consolidated financial condition or results of operations. The Conversion to the Euro Currency On January 1, 1999 eleven of the European Union member countries will begin the transition from their national currencies to the "euro". The euro will become the single currency for the members of the European Monetary Union. In the first phase, the permanent rates of exchange between the members' national currency and the euro will be established, and monetary, capital, foreign exchange, and interbank markets will be converted to the euro. National currencies will continue to exist as legal tender and may continue to be used in commercial transactions. By January 2002, euro notes and coins will be issued, and by July 2002 the respective national currencies will be withdrawn. The Company's operating subsidiaries affected by the euro conversion have established plans to address the related operating and information technology concerns. The Company anticipates that the euro conversion will not have a material adverse effect on its financial condition or results of operations. Factors That May Affect Future Results The foregoing discussion contains certain forward-looking statements, which may be identified by phrases such as "the Company expects" or words of similar effect. In addition, the Company may publish, from time to time, forward-looking statements relating to such matters as anticipated financial performance, business prospects and similar matters. The following important factors, among other things, in some cases have affected, and in the future could affect, the Company's actual results and could cause the Company's actual results for fiscal year 1999 and any interim period to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Company. The Company assumes no duty to update any of the statements in this report. Tobacco OPERATING FACTORS Universal's financial results are affected by a number of factors that directly or indirectly impact the tobacco operations of the Company's business. Operating factors that may affect the Company's results of operations include: Competition; Reliance on Significant Customers The leaf tobacco industry is highly competitive. Competition among leaf tobacco merchants is based primarily on the price charged for products and services as well as the firm's ability to meet customer specifications in the buying, processing and financing of tobacco. In addition, there is competition in all countries to buy the available tobacco from suppliers.
There are only three major global competitors in the leaf tobacco industry, and they are dependent upon a few large tobacco manufacturing customers. The loss of any large or significant customer would have a material adverse effect on the Company's results of operations. Universal has long-term contracts (which under certain circumstances may be amended or terminated) with some of these customers, and, while there are no formal continuing contracts with the others, the Company has done business with each of its major customers for over 40 years. Market Balance Universal's financial results can be significantly affected by the overall balance of worldwide supply and demand for leaf tobacco. Customers purchase tobacco based upon their expectations of future requirements, and those expectations can change from time to time depending upon internal and external factors affecting their business. Trends in the global consumption of cigarettes and growth of American-blend cigarettes, as well as trends in cigar sales, influence manufacturers' expectations and thus their demand for leaf tobacco. The total supply of tobacco at any given time is a function of current tobacco production and the volumes of uncommitted stocks of processed tobacco from prior years' production. Production of tobacco in a given year may be significantly affected by the amount of tobacco planted by farmers throughout the world, fluctuations in the weather in geographically dispersed regions, and crop disease. Any material imbalance in the supply and demand for tobacco may impact the Company's results of operations. Methods of Purchasing Tobacco The Company purchases leaf tobacco from farmers, growers and other suppliers through public auction and privately negotiated contract purchases. In a number of countries, including Brazil, Hungary, Italy, Mexico and Tanzania, where the Company contracts directly with tobacco farmers, in some cases before harvest, the Company takes the risk that the delivered quality and quantity will meet market requirements. Company affiliates also have dark tobacco growing operations in Ecuador and Indonesia. Timing of Customer Shipments The Company generally recognizes sales and revenue from tobacco operations at the time that title to the tobacco and risk of loss passes to the customer. Individual shipments may be large and since the customer typically specifies shipping dates, the Company's comparative financial results may vary significantly between reporting periods. Governmental Factors The tobacco business is heavily regulated by federal, state and local governments in the United States and by foreign governments in many jurisdictions where the Company operates. Governmental factors that may affect the Company's results of operations include: Government Efforts to Reduce Tobacco Consumption The United States government has taken or proposed actions that may have the effect of reducing U.S. consumption of tobacco products. These activities have included: (1) the U.S. Environmental Protection Agency's decision to classify environmental tobacco smoke as a "Group A" (known human) carcinogen; which action has been ruled unlawful by a Federal District Court decision that is expected to be appealed; (2) restrictions on the use of tobacco products in public places and places of employment including a proposal by the U.S. Occupational Safety and Health Administration to severely restrict smoking in the work place; (3) proposals by the U.S. Food and Drug Administration ("FDA") to regulate nicotine as a drug and sharply restrict cigarette advertising and promotion, recently determined, subject to appeal, to be outside the jurisdiction of the FDA; (4) proposals to increase the U.S. excise tax on cigarettes; and (5) the recently announced policy of the U.S. government to link certain federal grants to the enforcement of state laws restricting the sale of tobacco products. Numerous other legislative and regulatory anti-smoking measures have also been proposed at the federal, state and local levels.
In addition, a number of foreign governments have also taken steps to restrict or prohibit cigarette advertising and promotion, to increase taxes on cigarettes and to discourage cigarette smoking. In some cases, such restrictions are more onerous than those in the U.S. For example, advertising and promotion of cigarettes has been banned or severely restricted for several years in Australia, Canada, Finland, France, Italy, Singapore and a number of other countries. The Company cannot predict the extent to which government efforts to reduce tobacco consumption might affect the Company's business. Although the long-term trend in the United States generally has been toward decreased consumption of cigarettes, cigar sales have increased in recent years and the long-term trend of worldwide cigarette consumption of tobacco has continued to grow slightly . However, a significant decrease in overall worldwide tobacco consumption brought about by existing or future governmental laws and regulations would reduce demand for the Company's products and services and could have a material adverse effect on the Company's results of operations. Proposed Tobacco Litigation Settlement Legislation On June 20, 1997, several multinational cigarette manufacturers, certain State Attorneys General and plaintiffs' lawyers issued a Memorandum of Understanding for consideration by Congress and the President. The Memorandum of Understanding served as the basis for several bills introduced in the Congress, none of which had been adopted by either house of Congress as of August 6, 1998. These bills, if enacted into law, would, among other things, settle certain lawsuits filed by various states against tobacco manufacturers and limit, or cap, their damages in future lawsuits, provide for payments by the manufactures to the federal and state governments, impose further restrictions on the sale, advertising and promotion of tobacco products and impose a regulatory framework on the tobacco manufacturers operating in the United States. The Company believes that the legislation as proposed in any one of these bills could lead to reduced consumption of tobacco products in the United States and, therefore, could affect the volume of sales, operating revenues and operating profit of the Company in amounts that cannot be determined. There can be no assurances as to the content of any legislation that Congress may adopt or that Congress will not enact legislation that would have a more detrimental effect on the domestic consumption, import of tobacco in to the United States, export consumption of tobacco and tobacco products and, therefore, the operating results of the Company. In addition, some government leaders in several foreign nations, including the United Kingdom, Israel, and the Republic of South Korea have previously announced their intention to propose legislation similar to that outlined in the Memorandum of Understanding. To the extent that countries in which the Company or its customers operate were to adopt this type of legislation, the Company's volumes, operating revenues and operating profit could be adversely affected. There can be no assurances as to the number of countries that may adopt such legislation or to the content of any such legislation that a country may adopt. However, the Company believes that none have done so by August 6, 1998. Political Uncertainties in Foreign Tobacco Operations The Company's international operations are subject to uncertainties and risks relating to the political stability or instability of certain foreign governments, principally in developing and emerging markets, and to the effects of changes in the trade policies and economic regulations of foreign governments. These uncertainties and risks include the effects of war, insurrection, expropriation or nationalization of assets, undeveloped or antiquated commercial laws, subsidies for local tobacco concerns, licenses to conduct business in foreign jurisdictions, import and export restrictions, the imposition of excise and other taxes on tobacco, monetary and exchange controls, inflationary economies, and restrictions on repatriation of earnings or proceeds from liquidated assets of foreign subsidiaries. In the past, the Company has experienced significant year-to-year fluctuations in earnings due to changes in the Brazilian government's economic policies. The Company has substantial capital investments in Brazil, Zimbabwe, Malawi, and Tanzania and the profitability of these operations can materially affect the Company's earnings from tobacco operations.
United States Trade Policies The United States price support system is an industry-funded program that is administered by the U.S. government. The effect of the price support system has been to increase the cost of domestic tobacco relative to most foreign tobacco, resulting in a decline in exports of domestic tobacco. In 1995, Congress repealed certain domestic content legislation that had required that all domestically manufactured cigarettes contain at least 75% domestically grown tobacco and replaced it with a less restrictive tariff rate import quota system, which was also designed to assist domestic tobacco growers by limiting imports. It is not possible to predict the extent to which future trade policies or other governmental activities might affect the Company's business. Tax Matters The Company through its subsidiaries is subject to the tax laws of many jurisdictions, and from time to time contests assessments of taxes due. Changes in tax laws or the interpretation of tax laws can affect the Company's earnings as can the resolution of various pending and contested tax issues. Health Issues; Public Sentiment; Industry Litigation Reports and speculation with respect to the alleged harmful physical effects of cigarette smoking have been publicized for many years and, together with decreased social acceptance of smoking and increased pressure from anti-smoking groups, have had an ongoing adverse effect on sales of tobacco products. A significant decrease in global sales of tobacco products brought about by health concerns, decreased social acceptance or other factors would reduce demand for the Company's products and services and could have a material adverse effect on the Company's results of operations. In addition, litigation is pending against manufacturers of consumer tobacco products seeking damages for health problems alleged to have resulted from the use of tobacco in various forms. This includes lawsuits against cigarette manufacturers filed by over 40 states in the United States seeking reimbursement of Medicaid and other expenditures by such states claimed to have been made to treat diseases allegedly caused by cigarette smoking. In addition, there have been reports that the U.S. government is considering filing a similar type of lawsuit. Neither the Company nor, to the Company's knowledge, any other leaf merchant is a party to this litigation. It is not possible to predict the outcome of such litigation or what effect adverse determinations in pending or future litigation against manufacturers might have on the business of the Company. A group of U.S. tobacco manufacturers has settled the lawsuits brought by four different states in the last year. Under the settlement agreements, the manufacturers have agreed to make billions of dollars in payments to those states and agreed to certain marketing restrictions, all of which could have the effect of reducing tobacco consumption in those states. Lower consumption of tobacco products could reduce demand for the Company's products and services and could have a material adverse effect on the Company's results of operations.
There can be no assurances as to the content of any future settlement agreements between domestic manufacturers and any states. The Company believes that any such future agreements will likely have a detrimental effect on the domestic consumption of tobacco products and therefore could have a detrimental effect on the Company's operating results. Financial Factors Financial factors that may affect the Company's results of operations include: Extensions of Credit Although the Company's credit experience has been excellent and extensions of credit to customers are evaluated carefully, a significant delay in payment or write-off of amounts due the Company could adversely affect the Company's results. In addition, crop advances to farmers are generally secured by the farmer's agreement to deliver green tobacco; in the event of crop failure, recovery of advances could be delayed until deliveries of future crops. Funds held by subsidiaries are generally invested in local banks or loaned to other subsidiaries. To reduce credit risk, investment limits are established with each bank according to the Company's evaluation of credit standing. Fluctuations in Foreign Currency Exchange Rates The international tobacco trade generally is conducted in U.S. dollars, thereby limiting foreign exchange risk to that which is related to production costs and overhead in the source country. Because there is no forward foreign exchange market in many of the Company's major countries of tobacco origin, the Company manages its foreign exchange risk by matching funding for inventory purchases with the currency of sale and by minimizing the net investment in these countries. Interest Rates Interest rate risk in the Company's tobacco operations is limited because customers usually pre-finance purchases or pay market rates of interest for inventory purchased on their order. However, since interest expense is recorded as a period cost, the Company may experience earnings fluctuations on a short term basis if customers delay shipments of tobacco. Non-Tobacco Business The Company's agri-products and lumber and building products businesses, which are based in the United States and the Netherlands, do business in a number of foreign countries. These operations enter into forward exchange contracts to hedge firm purchase and sales commitments in foreign currencies (principally Dutch guilders, U.S. dollars, German marks, Swedish kronas, and pounds sterling). The term of currency hedges is generally from one to six months. Hedging activity is not material. The Company's lumber and building products operations are based in the Netherlands, and their reported earnings are affected by the translation of the Dutch guilder into the U.S. dollar. This business is seasonal to the extent that winter weather may temporarily interrupt the operations of its customers in the building industry. The business is also subject to other normal market and operational risks associated with lumber operations centered in Europe, including economic conditions in the countries where the Company is located, the prices of lumber products, and related trends in the building and construction industry. The agri-products business is affected by operating and other factors that are similar to those that affect the Company's tobacco operations, including crop risks and market balance, and to governmental factors such as political uncertainties in countries of crop origin. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The information required by this Item, to the extent applicable, is included in "Management's Discussion and Analysis of Financial Condition and Results of Operations" set forth elsewhere in this report. See also Note 1 to Consolidated Financial Statements for additional information regarding derivative financial instruments.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Consolidated Statements of Income <TABLE> <CAPTION> YEARS ENDED JUNE 30 1998 1997 1996 - ------------------------------------------------------------------------------------------------- (In thousands of dollars, except per share data) <S> <C> Sales and other operating revenues $4,287,204 $4,112,675 $3,570,228 Costs and expenses Cost of goods sold 3,673,600 3,559,647 3,080,001 Selling, general and administrative expenses 335,210 316,201 297,752 --------------------------------------- Operating income 278,394 236,827 192,475 Equity in pretax earnings of unconsolidated affiliates 16,901 11,864 4,305 Gain on sale of investment 16,718 Interest expense (63,974) (64,886) (68,754) --------------------------------------- Income before income taxes and other items 248,039 183,805 128,026 Income taxes 98,659 73,945 49,980 Minority interests 8,122 8,987 6,696 --------------------------------------- Income before extraordinary item 141,258 100,873 71,350 Extraordinary item 896 --------------------------------------- Net income $ 141,258 $ 100,873 $ 72,246 - ------------------------------------------------------------------------------------------------ Per common share Income before extraordinary item $4.01 $2.88 $2.04 Extraordinary item 0.02 --------------------------------------- Net income $4.01 $2.88 $2.06 - ------------------------------------------------------------------------------------------------ Per diluted common share Income before extraordinary item $3.99 $2.87 $2.03 Extraordinary item 0.02 --------------------------------------- Net income $3.99 $2.87 $2.05 - ------------------------------------------------------------------------------------------------- Weighted average common shares outstanding 35,190 35,076 35,038 Dilutive effect of stock options 198 131 53 ---------------------------------------- Average common shares outstanding, assuming dilution 35,388 35,207 35,091 - ------------------------------------------------------------------------------------------------- </TABLE> See accompanying notes.
Consolidated Balance Sheets <TABLE> <CAPTION> June 30 1998 1997 - ----------------------------------------------------------------------------------- (In thousands of dollars) <S> <C> ASSETS Current Cash and cash equivalents $ 79,835 $ 109,070 Accounts receivable 392,821 417,430 Advances to suppliers 104,439 90,499 Accounts receivable - unconsolidated affiliates 49,343 7,768 Inventories - at lower of cost or market: Tobacco 541,822 570,650 Lumber and building products 97,071 105,567 Agri-products 102,187 80,812 Other 20,965 12,444 Prepaid income taxes 18,347 7,665 Deferred income taxes 3,794 7,064 Other current assets 19,665 22,270 --------------------------------- Total current assets 1,430,289 1,431,239 Property, plant and equipment - at cost Land 29,951 30,887 Buildings 219,594 214,605 Machinery and equipment 466,177 430,360 --------------------------------- 715,722 675,852 Less accumulated depreciation 385,967 366,200 --------------------------------- 329,755 309,652 Other assets Goodwill 120,889 117,483 Other intangibles 18,586 22,703 Investments in unconsolidated affiliates 87,052 33,413 Other noncurrent assets 70,134 65,980 --------------------------------- 296,661 239,579 --------------------------------- $2,056,705 $1,980,470 - ----------------------------------------------------------------------------------- </TABLE> See accompanying notes.
Consolidated Balance Sheets <TABLE> <CAPTION> June 30 1998 1997 - ----------------------------------------------------------------------------------- (In thousands of dollars) <S> <C> LIABILITIES AND SHAREHOLDERS' EQUITY Current Notes payable and overdrafts $ 586,450 $ 589,648 Accounts payable 285,994 275,980 Accounts payable - unconsolidated affiliates 17,116 10,204 Customer advances and deposits 125,311 144,175 Accrued compensation 24,706 19,296 Income taxes payable 27,693 16,166 Current portion of long-term obligations 34,251 28,228 --------------------------------- Total current liabilities 1,101,521 1,083,697 Long-term obligations 263,140 291,637 Postretirement benefits other than pensions 44,535 45,553 Other long-term liabilities 40,909 42,273 Deferred income taxes 27,065 17,018 Minority interests 31,668 30,699 Shareholders' equity Preferred stock, no par value, authorized 5,000,000 shares, none issued or outstanding Common stock, no par value, authorized 50,000,000 shares, issued and outstanding 34,866,406 shares (35,139,137 at June 30, 1997) 61,544 77,040 Retained earnings 526,715 424,298 Foreign currency translation adjustment (40,392) (31,745) --------------------------------- Total shareholders' equity 547,867 469,593 --------------------------------- $2,056,705 $1,980,470 - ----------------------------------------------------------------------------------- </TABLE> See accompanying notes.
Consolidated Statements of Cash Flows <TABLE> <CAPTION> YEARS ENDED JUNE 30 1998 1997 1996 - ----------------------------------------------------------------------------------------------------------- (In thousands of dollars) <S> <C> CASH FLOWS FROM OPERATING ACTIVITIES: Net income $141,258 $100,873 $ 72,246 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 43,616 44,170 43,201 Amortization 7,455 7,400 9,311 Translation loss, net 1,739 2,392 3,545 Deferred taxes 14,439 22,892 (3,786) Minority interests 8,122 8,987 6,696 Gain on sale of investment (16,718) Equity in net income of unconsolidated affiliates (10,102) (6,695) (3,799) Other 3,061 3,309 2,502 ------------------------------------- 192,870 183,328 129,916 Changes in operating assets and liabilities net of effects from purchase of businesses: Accounts and notes receivable (54,189) (126,379) (33,917) Inventories and other assets (15,434) (130,509) (26,001) Income taxes 1,248 (8,733) 5,175 Accounts payable and other accrued liabilities 8,872 80,797 72,336 ------------------------------------- Net cash provided (used) by operating activities 133,367 (1,496) 147,509 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant and equipment (96,720) (58,817) (35,259) Purchase of business, net of cash acquired (19,200) Investment in unconsolidated affiliate (41,114) Proceeds from sale of investment 29,065 Sales of property, plant and equipment 6,688 19,551 2,135 Other (6,664) (2,671) 1,900 ------------------------------------- Net cash used in investing activities (108,745) (41,937) (50,424) CASH FLOWS FROM FINANCING ACTIVITIES: Issuance (repayment) of short-term debt, net 30,137 51,247 (86,318) Repayment of long-term debt (30,241) (91,795) (42,258) Issuance of long-term debt 7,767 18,769 118,726 Proceeds from minority investment in subsidiary 10,000 Dividends paid to minority shareholders (7,493) (3,657) (4,550) Issuance of common stock 4,328 617 174 Purchases of common stock (19,824) Dividends paid (38,390) (37,009) (35,387) ------------------------------------- Net cash used in financing activities (53,716) (61,828) (39,613) ------------------------------------- Effect of exchange rate changes on cash (141) (451) (783) ------------------------------------- Net increase (decrease) in cash and cash equivalents (29,235) (105,712) 56,689 Cash and cash equivalents at beginning of year 109,070 214,782 158,093 ------------------------------------- CASH AND CASH EQUIVALENTS AT END OF YEAR $ 79,835 $109,070 $214,782 - ---------------------------------------------------------------------------------------------------------- Supplemental information cash paid: Interest $ 63,999 $ 69,672 $ 64,253 Income taxes, net of refunds $ 73,048 $ 63,348 $ 48,771 - ---------------------------------------------------------------------------------------------------------- </TABLE> See accompanying notes.
Consolidated Statements of Changes in Shareholders' Equity <TABLE> <CAPTION> YEARS ENDED JUNE 30 1998 1997 1996 - ------------------------------------------------------------------------------------------------ (In thousands of dollars) <S> <C> COMMON STOCK: Balance at beginning of year $ 77,040 $ 76,053 $ 75,749 Issuance of common stock 53 38 30 Purchase of common stock (19,824) Exercise of stock options 4,275 949 274 ------------------------------ Balance at end of year 61,544 77,040 76,053 ------------------------------ RETAINED EARNINGS: Balance at beginning of year 424,298 360,273 323,595 Net income 141,258 100,873 72,246 Cash dividends declared ($1.105 per share in 1998; - $1.05 in 1997; $1.015 in 1996) (38,841) (36,848) (35,568) ------------------------------ Balance at end of year 526,715 424,298 360,273 ------------------------------ FOREIGN CURRENCY TRANSLATION ADJUSTMENTS: Balance at beginning of year (31,745) (19,021) (9,385) Translation adjustments for the year (13,298) (20,068) (14,893) Allocated income taxes 4,651 7,344 5,257 ------------------------------ Balance at end of year (40,392) (31,745) (19,021) ------------------------------ SHAREHOLDERS' EQUITY AT END OF YEAR $ 547,867 $469,593 $417,305 - ------------------------------------------------------------------------------------------------ </TABLE> See accompanying notes.
Notes to Consolidated Financial Statements (All dollar amounts are in thousands, except as otherwise noted) NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONSOLIDATION The financial statements include the accounts of all controlled domestic and foreign subsidiaries. All material intercompany items and transactions have been eliminated. The fiscal years of foreign subsidiaries generally end March 31 or April 30 to facilitate timely reporting. The Company uses the equity method of accounting for its investments in affiliates, which are owned 50% or less. NET INCOME PER SHARE AND SHARE PURCHASE In the second quarter of fiscal year 1998, the Company adopted Statement of Financial Accounting Standard No. 128 "Earnings per Share." Statement No. 128 requires a change in the method used to calculate earnings per share. The Company uses the weighted average number of common shares outstanding during each period to compute basic earnings per common share. Dilutive earnings per share is computed using the weighted average number of common shares and dilutive potential common shares outstanding. Dilutive potential common shares are outstanding dilutive stock options that are assumed to be exercised. All prior period earnings per share presentations have been restated to conform to the requirements of Statement No. 128. The Board of Directors of the Company approved a $100 million stock purchase plan on May 6, 1998. The Company had purchased 542,000 shares at a cost of $19,824 by June 30, 1998, and an additional 324,000 shares at a cost of $12,069 by August 6, 1998. CASH AND CASH EQUIVALENTS The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. INVENTORIES Inventories of tobacco and agri-products are valued at the lower of specific cost or market. Lumber and building products inventory is valued at the lower of cost or market, with cost determined under the first-in, first-out (FIFO) method. All other inventories are valued principally at lower of average cost or market.
PROPERTY, PLANT AND EQUIPMENT Depreciation of plant and equipment is based upon historical cost and the estimated useful lives of the assets. Depreciation of properties used in tobacco operations is calculated using both the straight line and declining balance methods, while lumber and building products and agri-products utilize the straight line method. Buildings include tobacco and agri-product processing and blending facilities, lumber outlets, offices and warehouses. Machinery and equipment represent processing and packing machinery, transportation, office and computer equipment. Estimated useful lives range as follows: buildings - 15 to 40 years; processing and packing machinery - 3 to 11 years; transportation equipment - 3 to 10 years; and office and computer equipment - 3 to 10 years. GOODWILL AND OTHER INTANGIBLES Goodwill and other intangibles include principally the excess of the purchase price of acquired companies over the net assets. Goodwill and other intangibles are generally amortized using the straight-line method over periods not exceeding 40 years. Goodwill and other intangible assets are periodically reviewed for impairment, including a determination of whether events or circumstances have changed that may indicate that an impairment of value exists, based upon an assessment of future operations. Accumulated amortization at June 30, 1998 and 1997, was $35.5 and $28.6 million, respectively. INCOME TAXES The Company provides deferred income taxes on temporary differences arising from employee benefit accruals, depreciation, deferred compensation, undistributed earnings of unconsolidated affiliates, and undistributed earnings of foreign subsidiaries not permanently reinvested. At June 30, 1998, the cumulative amount of permanently reinvested earnings of foreign subsidiaries on which no provision for U.S. income taxes had been made was $70.8 million. FAIR VALUES OF FINANCIAL INSTRUMENTS The fair values of the Company's long-term obligations have been estimated using discounted cash flow analyses based on the Company's current incremental borrowing rates for similar types of borrowing arrangements. The carrying amount of all other assets and liabilities that qualify as financial instruments, approximates fair value.
DERIVATIVE FINANCIAL INSTRUMENTS Forward foreign currency exchange contracts are used by the Company in the management of certain foreign currency exposures. The Company does not enter into contracts for trading purposes. None of these contracts contain multiplier or leverage features. The Company enters into such contracts only with financial institutions of good standing and the total credit exposure related to non-performance by those institutions is not material to the operations of the Company. Realized and unrealized gains and losses on the Company's foreign currency contracts that are designated and effective as hedges are deferred and recognized as a component of the underlying transaction when it occurs. Realized gains or losses from matured and terminated hedge contracts are recorded in other assets or liabilities until the underlying hedge transaction is consummated. Realized and unrealized gains or losses on hedge contracts relating to transactions that are not subsequently expected to occur are recognized in results currently. Contracts used to manage foreign currency risks are not material. TRANSLATION OF FOREIGN CURRENCIES The financial statements of foreign subsidiaries, for which the local currency is the functional currency, are translated into U.S. dollars using exchange rates in effect at period end for assets and liabilities and average exchange rates during each reporting period for results of operations. Adjustments resulting from translation of financial statements are reflected as a separate component of shareholders' equity. The financial statements of foreign subsidiaries, for which the U.S. dollar is the functional currency and which have certain transactions denominated in a local currency, are remeasured as if the functional currency were the U.S. dollar. The remeasurement of local currencies into U.S. dollars creates translation adjustments that are included in net income. Exchange losses in 1998, 1997, and 1996 resulting from foreign currency transactions were $3.0, $3.1 and $3.6 million, respectively (including $1.7, $2.4 and $3.5 million resulting from foreign currency translation losses) and are included in the respective statements of income.
ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. ACCOUNTING PRONOUNCEMENTS Recently, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS 130"), "Reporting Comprehensive Income," ("SFAS 131"), "Disclosures about Segments of an Enterprise and Related Information," and ("SFAS 132"), "Employers' Disclosures about Pensions and Other Postretirement Benefits." These statements, which are effective for the Company's fiscal year starting July 1, 1998, expand or modify disclosures and will have no impact on its consolidated financial position, net income or cash flow. In 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS 133"), "Accounting for Derivative Instruments and Hedging Activities." The statement will require the Company to recognize all derivatives on the balance sheet at fair value. This statement is effective for the Company's fiscal year starting July 1, 1999, and is not expected to materially affect the consolidated financial position or results of operations. RECLASSIFICATIONS Certain amounts in prior years' statements have been reclassified to be reported on a consistent basis with the current year's presentation. NOTE 2. GAIN ON SALE OF INVESTMENT In 1998, the Company sold its minority interest in a Dutch spice joint venture to the majority owner for total proceeds of $29.1 million and a gain of $16.7 million before taxes.
NOTE 3. EXTRAORDINARY ITEM During fiscal year 1996, the Company recovered $1.4 million related to receivables from the Iraqi State Tobacco Monopoly written off in fiscal year 1991. The Company had recorded, as an extraordinary item, a pretax provision of $6.2 million for the uncollectability of outstanding receivables as a result of the war in the Persian Gulf. NOTE 4. BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION The Company operates principally in three business segments: TOBACCO Selecting, buying, shipping, processing, packing, storing and financing leaf tobacco in the United States and other tobacco growing countries for the account of, or for resale to, manufacturers of tobacco products throughout the world. Lumber and Building Products Distribution of lumber and building products to the building and construction market in Europe, primarily in the Netherlands. AGRI-PRODUCTS Trading and processing tea and sunflower seeds and trading other products from the countries of origin to various customers throughout the world. Generally, sales between geographic areas are priced to generate a reasonable profit margin. Sales between business segments are insignificant. Operating profit is total revenue less operating expenses. In computing operating profit, none of the following items have been added or deducted: general corporate expenses, interest expense, income taxes and equity in pretax income of unconsolidated affiliates.
Identifiable assets are those of the Company that are identified with the operations in each industry group. Corporate assets are principally the fixed assets of the Company's administrative offices. The Company's primary business, tobacco, is generally conducted in U.S. dollars. In most countries, the Company funds its major cost, the purchase of green tobacco, in U.S. dollars thereby limiting foreign exchange risk to that which is related to production costs and overhead in the country of tobacco origin. U.S. Export Sales by Geographic Area FOR THE YEARS ENDED JUNE 30, 1998 1997 1996 - --------------------------------------------------------------------------- Europe $348,022 $358,276 $304,008 Asia 210,944 203,754 189,904 Other Areas 42,034 41,966 45,751 - --------------------------------------------------------------------------- Total $601,000 $603,996 $539,663
<TABLE> <CAPTION> LUMBER AND Business Segments TOBACCO BUILDING PRODUCTS AGRI-PRODUCTS CONSOLIDATED - -------------------------------------------------------------------------------------------------- <S> <C> 1998 Sales and other operating revenues $3,193,413 $ 550,901 $ 542,890 $4,287,204 --------------------------------------------------------------- Operating profit 258,359 19,710 16,274 294,343 ------------------------------------------------ General corporate expenses (15,949) Equity in pretax earnings of unconsolidated affiliates 16,901 Gain on sale of investment 16,718 Interest expense (63,974) ------------ Income before income taxes and other items 248,039 ------------ Identifiable assets 1,534,642 265,149 167,725 1,967,516 Investments in unconsolidated -------------------------------------------- affiliates 87,052 Corporate assets 2,137 ------------ Total assets 2,056,705 ------------ Depreciation and amortization 41,516 7,466 2,089 51,071 --------------------------------------------------------------- Capital expenditures 89,407 4,890 2,423 96,720 - -------------------------------------------------------------------------------------------------- 1997 Sales and other operating revenues $3,028,419 $ 597,069 $ 487,187 $4,112,675 --------------------------------------------------------------- Operating profit 209,090 26,338 13,095 248,523 -------------------------------------------- General corporate expenses (11,696) Equity in pretax earnings of unconsolidated affiliates 11,864 Interest expense (64,886) ------------ Income before income taxes and other items 183,805 ------------ Identifiable assets 1,526,986 273,149 144,849 1,944,984 Investments in unconsolidated -------------------------------------------- affiliates 33,413 Corporate assets 2,073 ------------ Total assets 1,980,470 ------------ Depreciation and amortization 39,677 9,774 2,119 51,570 --------------------------------------------------------------- Capital expenditures 45,363 10,162 3,292 58,817 - -------------------------------------------------------------------------------------- ------------ 1996 Sales and other operating revenues $2,541,956 $ 574,171 $ 454,101 $3,570,228 --------------------------------------------------------------- Operating profit 168,196 22,874 12,797 203,867 -------------------------------------------- General corporate expenses (11,392) Equity in pretax earnings of unconsolidated affiliates 4,305 Interest expense (68,754) ------------ Income before income taxes and other items 128,026 ------------ Identifiable assets 1,433,489 289,749 137,094 1,860,332 Investments in unconsolidated -------------------------------------------- affiliates 27,191 Corporate assets 1,990 ------------ Total assets 1,889,513 ------------ Depreciation and amortization 41,357 9,485 1,670 52,512 --------------------------------------------------------------- Capital expenditures 26,756 6,589 1,914 35,259 - -------------------------------------------------------------------------------------------------- </TABLE>
<TABLE> <CAPTION> Consolidated Operations by UNITED LATIN OTHER Geographic Area STATES AMERICA EUROPE AREAS ELIMINATIONS CONSOLIDATED - -------------------------------------------------------------------------------------------------------------- <S> <C> 1998 Revenues from unaffiliated customers $2,146,575 $ 317,700 $1,600,027 $ 222,902 $4,287,204 Transfers between geographic areas 21,692 224,400 89,423 457,562 $ (793,077) ------------------------------------------------------------------------------ Sales and other operating revenues 2,168,267 542,100 1,689,450 680,464 (793,077) 4,287,204 ------------------------------------------------------------------------------ Operating profit 60,241 80,134 94,332 60,288 (652) 294,343 -------------------------------------------------------------------- General corporate expenses (15,949) Equity in pretax earnings of unconsolidated affiliates 16,901 Gain on sale of investment 16,718 Interest expense (63,974) ------------ Income before income taxes and other items 248,039 ------------ Identifiable assets 957,590 516,425 903,761 274,785 (685,045) 1,967,516 -------------------------------------------------------------------- Investments in unconsolidated affiliates 87,052 Corporate assets 2,137 ------------ Total assets 2,056,705 - ----------------------------------------------------------------------------------------------------------------- 1997 Revenues from unaffiliated customers 2,005,603 260,076 1,591,385 255,611 4,112,675 Transfers between geographic areas 14,071 215,277 105,823 467,500 (802,671) ------------------------------------------------------------------------------- Sales and other operating revenues 2,019,674 475,353 1,697,208 723,111 (802,671) 4,112,675 ------------------------------------------------------------------------------- Operating profit 49,114 62,974 81,973 56,985 (2,523) 248,523 ------------------------------------------------------------------- General corporate expenses (11,696) Equity in pretax earnings of unconsolidated affiliates 11,864 Interest expense (64,886) ------------ Income before income taxes and other items 183,805 ------------ Identifiable assets 908,446 529,171 772,797 369,750 (635,180) 1,944,984 ------------------------------------------------------------------ Investments in unconsolidated affiliates 33,413 Corporate assets 2,073 ------------ Total assets 1,980,470 - ----------------------------------------------------------------------------------------------------------------- 1996 Revenues from unaffiliated customers 1,800,204 222,223 1,370,767 177,034 3,570,228 Transfers between geographic areas 962 138,607 38,431 339,862 (517,862) -------------------------------------------------------------------------------- Sales and other operating revenues 1,801,166 360,830 1,409,198 516,896 (517,862) 3,570,228 -------------------------------------------------------------------------------- Operating profit 64,388 49,079 50,967 40,643 (1,210) 203,867 ------------------------------------------------------------------- General corporate expenses (11,392) Equity in pretax earnings of unconsolidated affiliates 4,305 Interest expense (68,754) ------------ Income before income taxes and other items 128,026 ------------ Identifiable assets $ 867,229 $ 558,045 $ 884,021 $ 194,768 $ (643,731) 1,860,332 -------------------------------------------------------------------- Investments in unconsolidated affiliates 27,191 Corporate assets 1,990 ------------ Total assets $1,889,513 - -------------------------------------------------------------------------------------------------------------------- </TABLE>
NOTE 5. INCOME TAXES Taxes Income taxes consist of the following: Years Ended June 30, 1998 1997 1996 - -------------------------------------------------------------- Current United States $17,854 $ 5,300 $ 7,212 State and local 3,482 1,620 1,946 Foreign 59,350 42,156 44,870 -------------------------------- 80,686 49,076 54,028 Deferred United States 17,332 19,025 983 State and local 887 (180) 729 Foreign (246) 6,024 (5,760) ------------------------------- 17,973 24,869 (4,048) ------------------------------- Total $98,659 $73,945 $49,980 - -------------------------------------------------------------- A reconciliation of the statutory U.S. federal rate to the effective income tax rate is as follows: YEAR ENDED JUNE 30, 1998 1997 1996 - ------------------------------------------------------------- Tax at statutory rate 35.0% 35.0% 35.0% State income taxes, net of federal benefit 1.0 0.5 1.3 Income taxed at other than the U.S. rate 3.8 4.4 4.0 Other, net 0.3 (1.3) -------------------------------- Total 39.8% 40.2% 39.0% - ------------------------------------------------------------- Significant components of deferred tax liabilities and assets were as follows: AT JUNE 30, 1998 1997 - -------------------------------------------------------------- Liabilities Undistributed earnings $37,941 $ 28,209 Tax over book depreciation 13,441 13,881 Goodwill 7,762 4,987 All other 11,206 11,177 --------------------- Total deferred tax liabilities $70,350 $ 58,254 --------------------- Assets Employee benefit plans $17,553 $ 15,772 Foreign currency translation 14,854 10,466 Deferred compensation 7,053 6,086 All other 7,619 15,977 --------------------- Total deferred tax assets $47,079 $ 48,301 --------------------- The components of income before income taxes and other items consist of the following: YEARS ENDED JUNE 30, 1998 1997 1996 - -------------------------------------------------------------------- United States $ 43,987 $ 41,780 $ 28,396 Foreign 204,052 142,025 99,630 ------------------------------- TOTAL $248,039 $183,805 $128,026 - -------------------------------------------------------------------- NOTE 6. SHORT-TERM CREDIT FACILITIES The Company maintains lines of credit in the United States and in a number of foreign countries. Foreign borrowings are generally in the form of overdraft facilities at rates competitive in the countries in which the Company operates. Generally, each foreign line is available only for borrowings related to operations of a specific country. At June 30, 1998, unused, uncommitted lines of credit were approximately $900 million. The weighted average interest rate on short-term borrowings outstanding as of June 30, 1998 and 1997 was approximately 6.9% and 6.0%, respectively. NOTE 7. LONG-TERM OBLIGATIONS AT JUNE 30, 1998 1997 - ----------------------------------------------------------------------- 6.14% Senior notes payable in five annual installments from 1996 to 2000 $ 60,000 $ 80,000 9.25% Medium-term notes due February 2001 100,000 100,000 6.5% Notes due February 2006 100,000 100,000 Other notes due through 1999 at various interest rates ranging from 5% to 11% 35,516 37,726 Revenue bonds due through 2001 at various interest rates below prime 1,875 2,139 ----------------------------- 297,391 319,865 Less current portion (34,251) (28,228) ----------------------------- Long-term obligations $ 263,140 $ 291,637 The fair value of the Company's long-term obligations was approximately $274 million at June 30, 1998 and $292 million at June 30, 1997. Certain notes are denominated in local currencies of foreign subsidiaries. Effective December 18, 1997, the Company replaced its $100 million revolving credit facility with a new $300 million facility issued in two tranches of $150 million each. The facility is used to support short-term borrowings, including the issuance of commercial paper. Under its terms, each facility may be extended for an additional year on its anniversary date, December 18. Under certain of the debt agreements, the Company must meet financial covenants relating to minimum tangible net worth and restrictions on the issuance of long-term debt. The Company was in compliance with all such covenants at June 30, 1998 and 1997. Other information: Maturities of long-term debt for the fiscal years succeeding June 30, 1998 are as follows: 1999-$34,251; 2000-$28,093; 2001-$125,434; 2002-$5,028;2003-$4,215; 2004 and after- $100,370.
NOTE 8 PENSION PLANS The Company and its subsidiaries have several defined benefit pension plans covering United States and foreign salaried employees and certain other employee groups. These plans provide retirement benefits based primarily on employee compensation and years of service. The Company's funding policy for domestic plans is to make contributions currently to the extent deductible under existing tax laws and regulations, subject to the full-funding limits of the Employee Retirement Income Security Act of 1974. Foreign plans are funded in accordance with local practices. Domestic and foreign plan assets consist primarily of fixed income securities and equity investments. Prior service costs are amortized equally over the average remaining service period of employees. Information regarding net pension cost and the funded status of domestic and foreign plans was as follows: Assumptions used in the computations were: FOR THE YEARS ENDED JUNE 30, 1998 1997 1996 - ------------------------------------------------------------------- Discount rate: Domestic 6.75% 7.50% 7.25% Foreign 6.00% 7.00% 7.00% Rate of increase in future compensation levels: Domestic 5.50% 5.50% 5.50% Foreign 5.50% 5.50% 5.50% Expected long-term rate of return on plan assets: Domestic 8.75% 8.75% 8.75% Foreign 6.00% 7.00% 7.00% <TABLE> <CAPTION> Pension costs DOMESTIC FOREIGN -------------------------------------------------------------- FOR THE YEARS ENDED JUNE 30, 1998 1997 1996 1998 1997 1996 - -------------------------------------------------------------------------------------------------- <S> <C> Service cost for benefits earned during the period $ 3,481 $ 3,324 $ 2,657 $ 3,192 $ 3,424 $ 2,932 Interest cost on projected benefit obligation 8,004 7,409 7,312 6,025 6,658 6,383 Actual return on plan assets (28,125) (9,865) (16,537) (5,903) (9,413) (5,916) Net amortization and deferral 21,051 3,847 10,583 (438) 2,602 (758) -------------------------------------------------------------- Total pension cost $ 4,411 $ 4,715 $ 4,015 $ 2,876 $ 3,271 $ 2,641 - --------------------------------------------------------------------------------------------------- </TABLE> Funded Status Domestic March 31 measurement date <TABLE> <CAPTION> ASSETS EXCEED ACCUMULATED BENEFITS ACCUMULATED BENEFITS EXCEED ASSETS -------------------------------------------------------- 1998 1997 1998 1997 - ------------------------------------------------------------------------------------------- <S> <C> Vested benefit obligation $ 92,139 $ 79,851 $ 6,889 $ 3,657 -------------------------------------------------------- Accumulated benefit obligation 92,628 80,263 6,889 3,657 -------------------------------------------------------- Projected benefit obligation 119,507 100,577 14,682 6,910 Plan assets at fair value 124,480 99,839 -------------------------------------------------------- Plan assets in excess of (less than) projected benefit obligation 4,973 (738) (14,682) (6,910) Unrecognized net (asset) liability at transition (1,377) (1,986) 229 286 Unrecognized prior service costs 2,347 478 3,833 4,229 Unrecognized net (gain) loss (1,052) 6,561 7,668 1,386 Additional minimum liability (3,936) (2,648) -------------------------------------------------------- Prepaid (accrued) pension cost $ 4,891 $ 4,315 $ (6,888) $ (3,657) - ------------------------------------------------------------------------------------------- </TABLE> Funded Status Foreign - April 30 measurement date <TABLE> <CAPTION> ASSETS EXCEED ACCUMULATED BENEFITS ACCUMULATED BENEFITS EXCEED ASSETS -------------------------------------------------------- 1998 1997 1998 1997 - ------------------------------------------------------------------------------------------- <S> <C> Vested benefit obligation $80,929 $76,323 $ 7,724 $10,645 --------------------------------------------------- Accumulated benefit obligation 84,329 80,088 8,076 11,264 --------------------------------------------------- Projected benefit obligation 92,401 89,711 7,924 11,937 Plan assets at fair value 99,694 97,008 3,658 3,670 --------------------------------------------------- Plan assets in excess of (less than) projected benefit obligation 7,293 7,297 (4,266) (8,267) Unrecognized net asset at transition (2,798) (3,984) (194) Unrecognized net (gain) loss (2,681) (1,018) 241 --------------------------------------------------- Prepaid (accrued) pension cost $ 1,814 $ 2,295 $(4,266) $(8,220) - --------------------------------------------------------------------------------------- </TABLE> NOTE 9. POSTRETIREMENT BENEFITS The Company provides postretirement health and life insurance benefits for eligible U.S. employees attaining specific age and service requirements. The health plan is funded by the Company as the costs of the benefits are incurred and contains cost-sharing features such as deductibles and coinsurance. The Company funds the life insurance plan with deposits to a retired life reserve account held by an insurance company. The Company reserves the right to amend or discontinue the plans at any time. Net periodic postretirement benefit expense was as follows: FOR THE YEARS ENDED JUNE 30, 1998 1997 1996 - --------------------------------------------------------------- Service cost $ 766 $ 872 $ 875 Interest cost 2,861 3,108 2,673 Return on plan assets (165) (153) (190) Net amortization and deferral (3,059) (2,634) (3,063) ----------------------------- Net periodic postretirement benefit expense $ 403 $ 1,193 $ 295 - ---------------------------------------------------------------- The following table sets forth the components of the postretirement benefit obligation: <TABLE> <CAPTION> AT JUNE 30, 1998 1997 - --------------------------------------------------------------------------------- <S> <C> Accumulated postretirement benefit obligation: Retirees $25,874 $27,790 Fully eligible active plan participants 6,901 5,867 Other active plan participants 7,158 5,251 ------------------------- Accumulated postretirement benefit obligation 39,933 38,908 Fair value of plan assets 3,846 3,803 ------------------------- Accumulated postretirement benefit obligation in excess of plan assets 36,087 35,105 Unrecognized gain on plan amendment 9,882 12,941 Unrecognized net loss (1,434) (2,493) ------------------------- Accrued postretirement benefit cost $44,535 $45,553 - ---------------------------------------------------------------------------------- </TABLE> The accumulated post retirement benefit obligation was determined using an assumed annual health care cost trend rate of 10% for fiscal year 1998 and 9.5% for 1999. That cost trend rate is assumed to decrease gradually to 6.0% by fiscal year 2006. A one percentage point increase in the assumed health care cost trend rate would increase the accumulated benefit obligation by approximately $1.9 million and the aggregate of the service and interest cost components of net periodic post retirement benefit expense for the fiscal year by approximately $120 thousand. JUNE 30 ASSUMPTIONS USED ------------------------------ IN THE COMPUTATIONS WERE: 1998 1997 1996 - ------------------------------------------------------------------ Discount rate 6.75% 7.50% 7.25% Rate of increase in future compensation levels 5.50% 5.50% 5.50% Expected long-term rate of return on plan asset 4.30% 4.30% 4.30%
NOTE 10. SHARE PURCHASE RIGHTS PLAN In 1989, the Company distributed as a dividend one preferred share purchase right for each outstanding share of common stock. Each right entitles the shareholder to purchase one-half of one-hundredth of a share of Series A Junior Participating Preferred Stock ("Preferred Stock") at an exercise price of $110, subject to adjustment. The rights will become exercisable only if a person or group acquires or announce a tender offer for 20% or more of the Company's outstanding common stock. The Board of Directors may reduce this threshold percentage to 10%. If a person or group acquires the threshold percentage of common stock, each right will entitle the holder, other than the acquiring party, to buy shares of common stock or Preferred Stock having a market value of twice the exercise price. If the Company is acquired in a merger or other business combination, each right will entitle the holder, other than the acquiring person, to purchase securities of the surviving company having a market value equal to twice the exercise price of the rights. Following the acquisition by any person of more than the threshold percentage of the Company's outstanding common stock but less than 50% of such shares, the Company may exchange one share of common stock for each right (other than rights held by such person). Until the rights become exercisable, they may be redeemed by the Company at a price of one cent per right. The rights expire on February 13, 1999. NOTE 11. EXECUTIVE STOCK PLANS The Company's 1989 Executive Stock Plan by its terms expired on June 30, 1998 and was replaced by the Company's 1997 Executive Stock Plan (together, the "Plans"). Under the Plans, officers, directors and employees of the Company and its subsidiaries may receive grants and/or awards of common stock, restricted stock, incentive stock options, or non-qualified stock options and reload options. Reload options allow a participant to exercise an option and receive new options by exchanging previously acquired common stock for the shares received from the exercise. One new option may be granted for each share exchanged with an exercise price equivalent to the market price at the date of exchange. Accordingly, the issuance of reload options does not result in a greater number of shares potentially outstanding than that reflected in the grant of the original option. Up to 2 million shares of the Company's common stock may be issued under each of the Plans. Pursuant to the Plans, non-qualified and reload options have been granted to executives and key employees at an option price equal to the fair market value of a share of common stock on the date of grant. Options granted under the Company's stock incentive plans became exercisable either one year or six months after the date of grant. Most options expire ten years after the date of grant.
A summary of the Company's stock option activity and related information for the fiscal year ended June 30 follows: <TABLE> <CAPTION> 1998 1997 1996 ---------------------- --------------------- ---------------------- Average Average Average Exercise Exercise Exercise FOR THE YEARS ENDED JUNE 30: Shares Price Shares Price Shares Price - ------------------------------------------------------------------------------------------------------- <S> <C> Outstanding, beginning of year 1,224,473 $25.86 1,275,353 $24.09 1,264,473 $23.88 Granted 1,239,978 38.10 193,950 32.31 213,329 24.36 Exercised (671,647) 25.27 (244,830) 21.73 (151,672) 21.56 Forfeited/expired (50,777) 27.49 Outstanding, end of year 1,792,804 34.55 1,224,473 25.86 1,275,353 24.09 Exercisable 1,534,783 34.42 1,137,778 25.14 1,205,715 23.98 Available for grant 4,872,599 3,466,489 2,872,617 </TABLE> Of those available for future grant: 3,188,167; 2,859,562 and 2,321,885 for 1998, 1997, and 1996, respectively, are reload options. The following table summarizes information concerning currently outstanding and exercisable options: <TABLE> <CAPTION> RANGE OF EXERCISE PRICES, PER SHARE $10 - $20 $20 - $30 $30 - $40 $40 - $50 - ------------------------------------------------------------------------------------------------------- <S> <C> For options outstanding: Number outstanding 33,442 472,989 1,170,216 116,157 Weighted average remaining contractual life 2.0 6.6 9.2 9.5 Weighted average exercise price, per share $15.97 $26.77 $37.40 $40.70 For options exercisable: Number exercisable 33,442 472,989 912,195 116,157 Weighted average exercise price, per share $15.97 $26.77 $38.33 $40.19 </TABLE> Effective in fiscal year 1997, the Company adopted the disclosure requirements of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"). As permitted under SFAS 123, the Company will continue to apply the Accounting Principles Board Opinion No.25, "Accounting for Stock Issued to Employees," and related interpretations in accounting for its plans. If compensation expense for the Company's stock options issued in 1998, 1997 and 1996 had been determined based on the fair value method of accounting, as defined in SFAS 123, the Company's net income and earnings per basic and diluted share would have been reduced by approximately $6.4 million or $.18 per share in 1998, $800 thousand or $.02 per share in 1997, and $500 thousand or $.01 per share in 1996. These pro forma amounts may not be representative of future disclosures because the estimated fair value of the stock options is amortized to expense over the vesting period, and additional options may be granted in future years.
The Black-Scholes option valuation model was used to estimate the fair value of the options granted in fiscal year 1998 and 1997. Such models include subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options that have no vesting restrictions and that are fully transferable. For example, the expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the options granted. The Plan has characteristics that differ from traded options. In management's opinion, such valuation models do not necessarily provide a reliable single measure of the fair value of its employee stock options. Principle assumptions used in applying the Black-Scholes model were as follows: FOR THE YEARS ENDED JUNE 30, 1998 1997 1996 - ---------------------------------------------------------------------- Risk-free interest rate 5.83% 6.31% 6.06% Expected life, in years 5.02 6.63 7.53 Expected volatility .298 .298 .298 Expected dividend yield 3.15% 3.82% 4.47% Fair value of options granted $9.88 $8.67 $5.95 NOTE 12. COMMITMENTS AND OTHER MATTERS A material part of the Company's tobacco business is dependent upon a few customers, the loss of any one of whom would have a material adverse effect on the Company. For the years ended June 30, 1998, 1997, and 1996, one customer accounted for revenues of $1.7 billion, $1.5 billion and $1.3 billion, respectively.
The Company provides guarantees for seasonal pre-export crop financing for some of its subsidiaries and unconsolidated affiliates. In addition, certain subsidiaries provide guarantees that ensure that Common Market subsidies and value-added taxes will be repaid if the crops are not exported or if the subsidies are not properly distributed to Common Market farmers. At June 30, 1998, total exposure under such guarantees and performance bonds was approximately $70 million. The Company considers the possibility of loss on any of these guarantees to be remote. 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 adjustments, including penalties and interest, approximate $50 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 amount. 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. The Company's operating subsidiaries within each industry segment perform credit evaluations of customers' financial condition prior to the extension of credit. Generally, accounts and notes receivable are not secured with collateral and are due within 30 days. When collection terms are extended for longer periods, interest and carrying costs are usually recovered. Credit losses are provided for in the financial statements and such amounts have not been material except for the write-off of an account receivable from Iraq in fiscal year 1991 (see Note 3). In the lumber and building product operations in Europe, it is traditional business practice to insure a major portion of accounts and notes receivable against uncollectibility. At June 30, accounts and notes receivable by operating segment were as follows (in millions of dollars):
AT JUNE 30, 1998 1997 - ------------------------------------------------------------- Tobacco $254 $277 Lumber and Building Product 91 89 Agri-Products 48 51 ------------------------ $393 $417
NOTE 13. UNAUDITED QUARTER FINANCIAL DATA Due to the seasonal nature of the tobacco, lumber and building products, and agri-products businesses, it is always more meaningful to focus on cumulative rather than quarterly results. <TABLE> <CAPTION> FIRST SECOND THIRD FOURTH FOR THE YEARS ENDED JUNE 30, QUARTER QUARTER QUARTER QUARTER - ------------------------------------------------------------------------------------------------ <S> <C> 1998 Sales and other operating revenues $1,023,156 $1,265,157 $1,152,696 $846,195 Gross profit 142,235 161,529 155,843 153,997 Net income 32,773 38,085 31,546 38,854 Net income per common share - Basic .93 1.08 .90 1.10 Net income per common share - Diluted .92 1.08 .89 1.10 Cash dividends declared per common share .265 .280 .280 .280 Market price range: High 38 5/8 41 1/2 49 1/2 44 Low 32 36 37 34 5/8 1997 Sales and other operating revenues $ 820,840 $1,337,221 $1,013,715 $940,899 Gross profit 120,539 152,139 141,820 138,530 Net income 20,022 31,402 27,614 21,835 Net income per common share - Basic .57 .90 .79 .62 Net income per common share - Diluted .57 .89 .78 .62 Cash dividends declared per common share .255 .265 .265 .265 Market price range: High 28 1/2 32 3/8 33 1/2 36 5/8 Low 24 5/8 25 1/2 28 1/2 28 - ------------------------------------------------------------------------------------------------ </TABLE> In the fourth quarter of fiscal year 1998, the Company recorded approximately $11 million ($7 million net of tax) in charges related to tobacco inventory. The Company also recorded a gain of $17 million ($11 million net of tax) related to the sale of an investment.
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS The Board of Directors and Shareholders Universal Corporation We have audited the accompanying consolidated balance sheets of Universal Corporation and subsidiaries as of June 30, 1998 and 1997, and the related consolidated statements of income, changes in shareholders' equity, and cash flows for each of the three years in the period ended June 30, 1998. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Universal Corporation and subsidiaries at June 30, 1998 and 1997, and the consolidated results of their operations and their cash flows for each of the three years in the period ended June 30, 1998, in conformity with generally accepted accounting principles. /s/ ERNST & YOUNG LLP Richmond, Virginia August 6, 1998
REPORT OF MANAGEMENT To the Shareholders of Universal Corporation The consolidated financial statements of Universal Corporation have been prepared under the direction of management, which is responsible for their integrity and objectivity. The statements have been prepared in accordance with generally accepted accounting principles and, where appropriate, include amounts based on the judgment of management. Management is also responsible for maintaining an effective system of internal accounting controls designed to provide reasonable assurance that assets are safeguarded and that transactions are executed in accordance with management's authorization and properly recorded. This system is continually reviewed and is augmented by written policies and procedures, the careful selection and training of qualified personnel, and an internal audit program to monitor its effectiveness. Ernst & Young LLP, independent auditors, are retained to audit our financial statements. Their audit provides an objective assessment of how well management discharged its responsibility for fairness in financial reporting. The Audit Committee of the Board of Directors is composed solely of outside directors. The committee meets periodically with management, the internal auditors and the independent auditors to assure that each is properly discharging its responsibilities. Ernst & Young LLP and the internal auditors have full and free access to meet privately with the Audit Committee to discuss accounting controls, audit findings and financial reporting matters. Hartwell H. Roper Vice President & Chief Financial Officer August 6, 1998 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE For the three years ended June 30, 1998, there were no changes in and disagreements between the Company and its independent auditors on any matter of accounting principles, practices or financial disclosures.
PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Refer to the caption, "Election of Directors" in the September 24, 1998 Proxy Statement which information is incorporated herein by reference. The following are Executive Officers as of September 24, 1998. Name Position Age - ----- --------- --- H. H. Harrell Chairman and Chief 59 Executive Officer A. B. King President and Chief 52 Operating Officer H. H. Roper Vice President and 50 Chief Financial Officer W. L. Taylor Vice President and 57 Chief Administrative Officer D.G. Cohen Tervaert President and Chairman of the 45 Board of Deli Universal, Inc. J. M. M. van de Winkel Executive Vice President and Vice 49 Chairman of Deli-Universal, Inc. J. M. White, III Secretary and General Counsel 59 There are no family relationships between any of the above officers. All of the above officers have been employed by the Company in the listed capacities during the last five years except: J. M. M. van de Winkel was elected Vice Chairman of Deli Universal, Inc. in 1995. From December 1989 to January 1995, Mr. Van de Winkel was an Executive Vice President with Deli Universal, Inc.
ITEM 11. EXECUTIVE COMPENSATION Refer to the caption, "Executive Compensation," in the Company's September 24, 1998 Proxy Statement, which information is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Refer to the caption, "Stock Ownership," in the Company's September 24, 1998 Proxy Statement, which information is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Refer to the caption, "Certain Transactions and Relationships," in the Company's September 24, 1998 Proxy Statement, which information is incorporated herein by reference.
PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) (1) The following consolidated financial statements of Universal Corporation and Subsidiaries are included in Item 8: Consolidated Statements of Income for the years ended June 30, 1998, 1997 and 1996 Consolidated Balance Sheets at June 30, 1998 and 1997 Consolidated Statements of Cash Flows for the years ended June 30, 1998, 1997 and 1996 Consolidated Statements of Changes in Shareholders' Equity for the years ended June 30, 1998, 1997 and 1996 Notes to Consolidated Financial Statements for the years ended June 30, 1998, 1997 and 1996 Report of Ernst & Young LLP, Independent Auditors (2) Financial Statement Schedules: None (3) List of Exhibits: 3.1 Restated Articles of Incorporation (incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1990, File No. 1-652). 3.2 Bylaws (incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, File No. 1- 652). 4.1 Indenture between the Registrant and Chemical Bank, as trustee (incorporated herein by reference to Registrant's Current Report on Form 8-K, dated February 25, 1991, File No. 1-652). 4.2 Form of Fixed Rate Medium-Term Note, Series A (incorporated herein by reference to the Registrant's Current Report on Form 8-K, dated February 25,1991, File No. 1-652).
4.3 Form of 9 1/4% Note due February 15, 2001 (incorporated herein by reference to the Registrant's Current Report on Form 8-K, dated February 25, 1991, File No. 1-652). 4.4 Rights Agreement, dated February 2, 1989, between the Registrant and Sovran Bank, N.A., as Rights Agent (incorporated herein by reference to the Registrant's Form 8-A Registration Statement, dated February 9, 1989, File No. 1-652). 4.5 Amendment to Rights Agreement, dated May 2, 1991, between the Registrant and Sovran Bank, N.A., as Rights Agent (incorporated herein by reference to the Registrant's Form 8 Amendment No. 1, dated May 7, 1991, to Form 8-A Registration Statement, dated February 9, 1989, File No. 1-652). 4.6 Amendment to Rights Agreement, dated July 17, 1992, between the Registrant, NationsBank, N.A., as Rights Agent, and Wachovia Bank of North Carolina, N.A., as Successor Rights Agent (incorporated herein by reference to the Registrant's Form 8 Amendment No. 2, dated July 17, 1992, to Form 8-A Registration Statement, dated February 9, 1989, File No. 1-652). 4.7 Specimen Common Stock Certificate (incorporated herein by reference to the Registrant's Form S-3, dated February 25, 1993, File No. 1-652). 4.8 Form of 6 1/2% Note due February 15, 2006 (incorporated herein by reference to the Registrant's Current Report on Form 8-K, dated February 20, 1996, File No. 1-652). The Registrant, by signing this Report on Form 10-K, agrees to furnish the Securities and Exchange Commission, upon its request, a copy of any instrument that defines the rights of holders of long-term debt of the Registrant and its consolidated subsidiaries, and for any unconsolidated subsidiaries for which financial statements are required to be filed that authorizes a total amount of securities not in excess of 10% of the total assets of the Registrant and its subsidiaries on a consolidated basis. 10.1 Universal Corporation Restricted Stock Plan for Non-Employee Directors (incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1991, File No. 1-652).
10.2 Universal Leaf Tobacco Company, Incorporated Supplemental Stock Purchase Plan, as amended June 24, 1991 (incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1991, File No. 1-652). 10.3 Universal Corporation Management Performance Plan (incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1990, File No. 1-652). 10.4 Universal Leaf Tobacco Company, Incorporated Management Performance Plan (incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1990, File No. 1-652). 10.5 Universal Leaf Tobacco Company, Incorporated Executive Life Insurance Agreement (incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1994, File No. 1-652). 10.6 Universal Leaf Tobacco Company, Incorporated Deferred Income Plan (incorporated herein by reference to the Registrant's Report on Form 8, dated February 8, 1991, File No. 1-652). 10.7 Universal Leaf Tobacco Company, Incorporated Benefit Replacement Plan (incorporated herein by reference to the Registrant's Report on Form 8, dated February 8, 1991, File No. 1-652). 10.8 Universal Leaf Tobacco Company, Incorporated Senior Executive Severance Plan (incorporated herein by reference to the Registrant's Report on Form 8, dated February 8, 1991, File No. 1-652). 10.9 Universal Leaf Tobacco Company, Incorporated 1996 Benefit Restoration Plan.* 10.10 Universal Corporation 1989 Executive Stock Plan, as amended on December 1, 1994 (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 1994, File No. 1-652). 10.11 Universal Corporation 1991 Stock Option and Equity Accumulation Agreement (incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 1991, File No. 1-652). 10.12 Amendment to Universal Corporation 1991 Stock Option and Equity Accumulation Agreement (incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1992, File No. 1-652).
10.13 Deli Universal, Inc. Management Performance Plan (incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1992, File No. 1-652). 10.14 Universal Leaf Tobacco Company, Incorporated 1994 Deferred Income Plan, as amended as of June 1, 1995 (incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the fiscal years ended June 30, 1994 and June 30, 1995, File No. 1-652). 10.15 Universal Corporation Outside Directors' 1994 Deferred Income Plan (incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1994, File No. 1-652). 10.16 Universal Leaf Tobacco Company, Incorporated 1994 Benefit Replacement Plan (incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1994, File No. 1-652). 10.17 Universal Corporation 1994 Stock Option and Accumulation Agreement (incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 1994, File No. 1-652). 10.18 Universal Corporation 1994 Stock Option Plan for Non-Employee Directors (incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 1994, File No. 1-652). 10.19 Universal Corporation Non-Employee Director Non-Qualified Stock Option Agreement (incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 1994, File No. 1-652). 10.20 Universal Leaf Tobacco Company, Incorporated Benefit Restoration Plan Trust, dated June 25, 1997, among Universal Leaf Tobacco Company, Incorporated, Universal Corporation and Wachovia Bank, N.A., as trustee (incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1997, File No. 1-652). 10.21 Form of Universal Corporation 1997 Restricted Stock Agreement with Schedule of Awards to Executive Officers (incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 1997, File No. 1-652). 10.22 Form of Universal Corporation 1997 Stock Option and Equity Accumulation Agreement, with Schedule of Grants to officers (incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 1997, File No. 1-652). 10.23 Non-Employee Director Restricted Stock Agreement dated October 29, 1997, between Universal Corporation and Charles H. Foster, Jr.(incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 1997, File No. 1-652). 10.24 Non-Employee Director Restricted Stock Agreement dated October 29, 1997, between Universal Corporation and Joseph C. Farrell (incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 1997, File No. 1-652).
10.25 1997 Non-Qualified Stock Option Agreement between Deli-Universal, Inc. and D.G. Cohen Tervaert (incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 1997, File No. 1-652). 10.26 Employment Agreement dated January 15, 1998 between Universal Corporation and Henry H. Harrell, Allen B. King, William L. Taylor, Hartwell H. Roper, Edward M. Schaaf, III, and James M. White, III (incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 1997, File No. 1-652). 10.27 364-day Credit Agreement dated December 18, 1997 (incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 1997, File No. 1-652). 10.28 Three-Year Credit Agreement dated December 18, 1997 (incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 31, 1997, File No. 1-652). 10.29 Universal Corporation Charitable Award Program* 10.30 Universal Corporation 1997 Executive Stock Plan (incorporated herein by reference to Exhibit 4.7 to the Registrant's Form S-8 Registration Statement filed October 31, 1997, File No. 333-3927). 10.31 1997 Non-Qualified Stock Option Agreement between Deli Universal, Inc. and J. M. M. van de Winkel.* 12 Ratio of Earnings to Fixed Charges* 21 Subsidiaries of the Registrant.* 23 Consent of Ernst & Young LLP.* 27 Financial Data Schedule.* * Filed herewith
(b) Reports on Form 8-K Form 8-K filed on May 7, 1998. The form reports a press release issued by the Company on May 6, 1998. The press release announced the Board of Directors' authorization of the Company's purchase of up to $100 million of the Company's outstanding common stock and the declaration of a quarterly dividend on the Company's common stock. Form 8-K filed on June 3, 1998. The form reports a press release issued by the Company on May 28, 1998. The press release announced the completion of the Company's joint venture with Socotab Leaf Tobacco Company, Inc. that combined their respective oriental tobacco businesses. (c) Exhibits The exhibits listed in Item 14(a)(3) are filed as part of this annual report. (d) Financial Statement Schedules All schedules are omitted since the required information is not present in amounts sufficient to require submission or because the information required is included in the consolidated financial statements and notes therein.
Pursuant to the requirements of Section 13 or 15(d) 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, thereunto duly authorized. UNIVERSAL CORPORATION September 25, 1998 By:/s/ Henry H. Harrell -------------------- Henry H. Harrell Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. <TABLE> <CAPTION> <S> <C> /s/ Henry H. Harrell Chairman, Chief Executive September 25, 1998 - ----------------------- Officer and Director ------------------ Henry H. Harrell (Principal Executive Officer) /s/ Allen B. King President, Chief Operating September 25, 1998 - ----------------------- Officer and Director ------------------ Allen B. King /s/ Hartwell H. Roper Vice President and September 25, 1998 - ----------------------- Chief Financial Officer ------------------ Hartwell H. Roper /s/ William J. Coronado Controller (Principal September 25, 1998 - ------------------------ Accounting Officer) ------------------ William J. Coronado /s/ William W. Berry Director September 25, 1998 - ------------------------ ------------------ William W. Berry /s/ Charles H. Foster, Jr. Director September 25, 1998 - -------------------------- ------------------ Charles H. Foster, Jr. /s/ Richard G. Holder Director September 25, 1998 - ----------------------- ------------------ Richard G. Holder /s/ Jeremiah J. Sheehan Director September 25, 1998 - -------------------------- ------------------ Jeremiah J. Sheehan /s/ Hubert R. Stallard Director September 25, 1998 - ------------------------ ------------------ Hubert R. Stallard </TABLE>