What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-06-29 compared with 2020-08-24 · 9 added, 78 removed, 2 unchanged (98% of the section changed)

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity

Pyxus’ common stock was previously listed for trading on the New York Stock Exchange ("NYSE"), under the ticker symbol "PYX".

As a result of our failure to satisfy the continued listing requirements of the NYSE, on June 30, 2020, the NYSE filed a Form 25 with the Commission which became effective to the common stock from the NYSE on July 10, 2020.

From June 17, 2020, Pyxus’ common stock has been traded on the OTC Pink Marketplace maintained by the OTC Markets Group, Inc.

under the symbol "PYXSQ".

During such period, any over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions.

As of March 31, 2020, there were 10,867 shareholders, including 10,357 non-objecting beneficial holders of our common stock.

Upon effectiveness of the Plan, all shares of Pyxus' common stock outstanding immediately prior to the effectiveness of the Plan will be cancelled, and shares of New Pyxus common stock will be issued to certain holders of the Second Lien Notes and the DIP Lenders pursuant to the Plan.

Pursuant to the Plan, all persons receiving shares of New Pyxus common stock upon the effectiveness of the Plan will be deemed to have signed, and therefore will be subject to the terms of, the Shareholders Agreement.

A description of the Shareholders Agreement is included in "Note 28.

Subsequent Events" to the "Notes to Consolidated Financial Statements".

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Pyxus’ common stock is traded on the OTC Pink Marketplace maintained by the OTC Markets Group, Inc., under the symbol "PYYX".

Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions.

As of March 31, 2021, the outstanding shares of our common stock were held by one shareholder of record and there were approximately 1,500 beneficial holders of our common stock.

The payment of dividends by Pyxus is subject to the discretion of our Board of Directors and will depend on business conditions, compliance with debt agreements, achievement of anticipated cost savings, financial condition and earnings, regulatory considerations, and other factors.

The declaration of future dividends by Pyxus is at the discretion of our board of directors and subject to our results of operations, financial condition, cash requirements, and other factors and restrictions under applicable law, and our debt agreements.

"Debt Arrangements - Covenants Limiting Dividends" to the “Notes to Consolidated Financial Statements” for further information.

Comparison of Cumulative Total Return to Shareholders

The following summarizes the cumulative total shareholder return of a $100 investment including reinvestment of dividends and price appreciation over the last five years in each of the following:

the common stock of Old Holdco, Inc., then known as Pyxus International, Inc.

and presented in the chart below as “Pyxus International, Inc.,” the S&P 500 Index, the S&P 600 Small Cap Index, and an index of peer companies.

The sole company in the peer group is Universal Corporation (UVV).

*$100 invested on March 31, 2015 in stock or index, including reinvestment of dividends.

Fiscal year ending March 31.

Pursuant to the terms of the Plan, upon effectiveness of the Plan, all outstanding shares of common stock will be cancelled.

Cumulative Total Return

3/15 3/16 3/17 3/18 3/19 3/20

Pyxus $ 100.00 $ 159.64 $ 116.82 $ 236.82 $ 217.18 $ 28.27

S&P 500 $ 100.00 $ 101.78 $ 119.26 $ 135.95 $ 148.86 $ 138.47

S&P Smallcap 600 $ 100.00 $ 96.80 $ 120.60 $ 135.89 $ 138.01 $ 102.28

Custom Peer Group $ 100.00 $ 125.38 $ 161.95 $ 115.13 $ 143.37 $ 115.94

The declaration of future dividends by Pyxus is at the discretion of our Board of Directors and subject to our results of operations, financial condition, cash requirements, and other factors and restrictions

under applicable law, and our debt agreements.

Refer to "Note 20.

Debt Arrangements" to the "Notes to Consolidated Financial Statements" for additional information.

Selected Financial Data

Five Year Financial Statements

Old Holdco, Inc.

(formerly Pyxus International, Inc.) and Subsidiaries

Years Ended March 31,

(in thousands, except per share amount, ratio and number of stockholders) 2020 2019 2018 2017 2016

Summary of Operations

Sales and other operating revenues $ 1,527,261 $ 1,801,593 $ 1,845,966 $ 1,714,750 $ 1,904,592

Other income, net (1)

2,133 14,217 14,382 4,896 105,427

Restructuring and asset impairment charges (7)

5,646 4,946 382 1,375 5,888

Goodwill impairment (8)

33,759 — — — —

Operating (loss) income (2)

(11,609) 87,254 111,904 87,342 206,220

Net (loss) income (270,319) (71,168) 51,906 (63,271) 65,445

Net (loss) income attributable to

Pyxus International, Inc.

(264,661) (70,467) 52,436 (62,928) 65,532

(Loss) Earnings Per Share Attributable to Pyxus International, Inc.:

Basic (loss) earnings per share $ (28.93) $ (7.78) $ 5.83 $ (7.05) $ 7.38

Diluted (loss) earnings per share (3)

$ (28.93) $ (7.78) $ 5.81 $ (7.05) $ 7.38

Cash dividends paid — — — — —

Balance Sheet Data

Working capital $ 443,302 $ 591,666 $ 711,546 $ 797,326 $ 815,532

Total assets (4)

1,763,063 1,859,275 1,966,631 1,971,872 1,968,198

Long-term debt (4)

904,316 898,386 920,143 942,959 910,214

Stockholders’ (deficit) equity attributable to

Pyxus International, Inc.

(78,000) 183,710 271,866 203,518 271,126

Common shares outstanding at year end (5)

9,191 9,096 9,023 8,963 8,900

Number of stockholders at year end (6)

10,867 12,969 5,355 4,187 4,465

(1) As of March 31, 2016, the Company determined that the significant doubt about our ability to control our Zimbabwe subsidiary, Mashonaland Tobacco Company LTD, was eliminated and recorded a gain of $106,203 upon reconsolidation.

(2) On April 1, 2018, new accounting guidance that changed the presentation of pension service costs in financial statements was adopted on a retrospective basis.

The March 31, 2018, 2017, and 2016 balances have been adjusted in accordance with the adoption of this guidance.

(3) For the years ended March 31, 2020, 2019, and 2017, outstanding restricted shares and shares applicable to stock options and restricted stock units are excluded as their inclusion would have an antidilutive effect on the loss per share.

(4) On April 1, 2016, new accounting guidance that changed the presentation of debt issuance costs in financial statements was adopted on a retrospective basis.

The March 31, 2016 balances have been adjusted in accordance with the adoption of this guidance.

(5) Excluding 785 shares owned by a wholly owned subsidiary.

(6) Includes the number of stockholders of record and non-objecting beneficial owners.

(7) See Note 21.

“Restructuring and Asset Impairment Charges” to the “Notes to Consolidated Financial Statements” for further information.

(8) See Note 10.

“Goodwill and Other Intangible Assets, Net” to the “Notes to Consolidated Financial Statements” for further information.

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity