Universal Corp Files 8-K on Financials and Obligations

TL;DR

UVV dropped an 8-K detailing financial results and potential obligation triggers. Keep an eye on this.

AI Summary

Universal Corporation (NYSE: UVV) filed an 8-K on November 12, 2024, reporting on its results of operations and financial condition. The filing also disclosed triggering events that could accelerate or increase financial obligations and other events. It included financial statements and exhibits.

Why It Matters

This filing provides crucial updates on Universal Corporation's financial health and any potential acceleration of its financial obligations, which could impact investors' understanding of the company's stability.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of financial information and does not indicate any immediate or severe risks.

Key Players & Entities

• UNIVERSAL CORP /VA/ (company) — Registrant
• NYSE: UVV (company) — Ticker Symbol
• November 12, 2024 (date) — Filing Date

FAQ

Key Financial Figures

• $7 million — currently has identified approximately $7 million in the aggregate of unauthorized paymen

Filing Documents

• tm2427989d1_8k.htm (8-K) — 37KB
• tm2427989d1_ex99-1.htm (EX-99.1) — 46KB
• tm2427989d1_ex99-1img001.jpg (GRAPHIC) — 8KB
• 0001104659-24-116429.txt ( ) — 276KB
• uvv-20241112.xsd (EX-101.SCH) — 3KB
• uvv-20241112_lab.xml (EX-101.LAB) — 33KB
• uvv-20241112_pre.xml (EX-101.PRE) — 22KB
• tm2427989d1_8k_htm.xml (XML) — 3KB

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On November 12, 2024, Universal Corporation (the "Company") issued a press release (the "Press Release") discussing certain preliminary unaudited financial results for the quarter ended September 30, 2024. These preliminary financial results are unaudited, based on currently available information and are not a comprehensive statement of the financial results for this period. Consequently, the preliminary unaudited financial results do not present all necessary information for a complete understanding of the Company's financial condition as of September 30, 2024 or its results of operations for the quarter ended September 30, 2024. Actual results may differ from these preliminary unaudited financial results due to developments that may arise between the date of the press release and the time that financial results for the quarter ended September 30, 2024 are finalized. A copy of this release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. On November 6, 2024, the Company entered into a Consent with respect to that certain Credit Agreement, dated December 15, 2022, among the Company, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent (the "Credit Agreement"). Under the Credit Agreement the Company covenants to deliver its quarterly financial statements within 45 days following quarter end (the "Quarterly Financials Covenant"). As set forth in Item 8.01 herein, due to the ongoing internal investigation the Company will be unable to comply with the Quarterly Financials Covenant for the quarter ended September 30, 2024 ("Second Quarter 2025 Financials"). Due to the anticipated delay in delivery of the Second Quarter 2025 Financials, the Consent provides for, among other things, an extension until December 31, 2024 for delivery by the Company of the Second Quarter 2025 Financials.

01 Other Events

Item 8.01 Other Events. In August 2024, after filing the Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, Universal's management was made aware of embezzlement by a former senior finance employee at the Company's Mozambique subsidiary, Mozambique Leaf Tobacco Ltda.. The Company promptly began conducting an internal investigation led by independent outside advisors, including legal advisors and forensic accountants, to review the accounting transactions and procedures related to the embezzlement. As of the date of this Form 8-K, and subject to further investigation, the Company, with the assistance of its independent advisors, currently has identified approximately $7 million in the aggregate of unauthorized payments during fiscal years 2022 through 2025. As of the date hereof, the Company has not determined whether material adjustments to its previously issued financial statements will be necessary as a result of this matter or whether internal controls over financial reporting were designed and operating effectively. As a result of the additional time required to complete its internal investigation, the process of finalizing financial statements for the second quarter of fiscal year 2025 could not be completed on a timely basis. Therefore, the Company is postponing its second fiscal quarter 2025 earnings release and conference call to allow additional time to complete the Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 ("Form 10-Q"). The Company intends to make a subsequent announcement to schedule the date and time of its second quarter earnings report once the filing date of its Form 10-Q is confirmed. The Company filed today a Form 12b-25, Notification of Late Filing, with the U.S. Securities and Exchange Commission, which will extend the deadline for the Company to file the Form 10-Q from November 12, 2024 until November 18, 2024. The Company intends to file the Form 10-Q as soon as practicable after the conclusion

"Risk Factors" of Universal's Annual Report on Form 10-K for the fiscal year ended March 31, 2024 and related

Item 1A. "Risk Factors" of Universal's Annual Report on Form 10-K for the fiscal year ended March 31, 2024 and related disclosures in other filings, which have been filed with the U.S. Securities and Exchange Commission and are available on the SEC's website at www.sec.gov. All risk factors and uncertainties described herein and therein should be considered in evaluating forward-looking and therein. Universal cautions investors not to place undue reliance on any forward-looking statements as these statements speak only as of the date when made, and it undertakes no obligation to update any forward-looking statements made, except as required by law.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits 99.1 Press Release, dated November 12, 2024. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. UNIVERSAL CORPORATION Date: November 12, 2024 By: /s/ Catherine H. Claiborne Catherine H. Claiborne Vice President, General Counsel, and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR